DOLLAR GENERAL CORP (Form: 4, Received: 07/10/2007 19:52:18)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* LANIGAN SUSAN S	2. Issuer Name and Ticker or Trading Symbol DOLLAR GENERAL CORP [ DG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Exec. VP & General Counsel
(Last) (First) (Middle) 100 MISSION RIDGE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/6/2007
(Street) GOODLETTSVILLE, TN 37072 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/6/2007		D		8177	D	$22	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$22	7/6/2007		D			20658.45	⁽¹⁾	⁽¹⁾	Common Stock	20658.45 ⁽²⁾	$22 ⁽³⁾	0	D
Employee Stock Option (right to buy)	$16.14	7/6/2007		D			25200	⁽⁴⁾	8/12/2012	Common Stock	25200	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$17.54	7/6/2007		D			50000	⁽⁴⁾	3/16/2016	Common Stock	50000	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$18.83	7/6/2007		D			25000	⁽⁴⁾	8/24/2014	Common Stock	25000	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$20.44	7/6/2007		D			25200	⁽⁴⁾	8/26/2013	Common Stock	25200	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$21.25	7/6/2007		D			35733	⁽⁴⁾	3/23/2017	Common Stock	35733	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$16.14	7/6/2007		D			25200	⁽⁴⁾	8/12/2012	Common Stock	25200	$5.86 ⁽⁶⁾ ⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$22.35	7/6/2007		D			42000	⁽⁴⁾	3/15/2015	Common Stock	42000	⁽⁸⁾	0	D

Explanation of Responses:
(1)	Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.
(2)	Includes 20,477 Restricted Stock Units that were scheduled to vest as follows: 1,066 units in two equal annual installments beginning on August 24, 2007; 1,733 units on March 15, 2008; 5,066 units in two equal annual installments beginning on March 16, 2008; and 12,612 units in three equal units in three equal installments beginning March 23, 2008.
(3)	The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a one-for-one basis.
(4)	Immediately before the effective time of the merger, all vested options became fully vested and immediately exercisable.
(5)	The option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $3.75 for that number of shares so that the difference between $22.00 and the exercise price of the old option, multiplied by the number of shares subject to the old option, is equal to the difference between $22.00 and $3.75, multiplied by the number of shares subject to the new option.
(6)	This option, granted August 12, 2002 and vested in three equal annual installments beginning August 12, 2003 and a fourth on February 3, 2006, was cancelled in the merger in exchange for a cash payment of $147,672.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(7)	The price of the option is the difference between the $22 per share merger consideration and the exercise price.
(8)	All options with a price above the merger consideration of $22 per share were cancelled in the merger and no payment will be made thereon.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LANIGAN SUSAN S 100 MISSION RIDGE GOODLETTSVILLE, TN 37072			Exec. VP & General Counsel

Signatures
/s/ Susan S. Lanigan		7/10/2007
^** Signature of Reporting Person		Date

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