Form 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

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Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported

Form 4 Transactions Reported

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1. Name and Address of Reporting Person*

Turner, Jr.   Hurley C.

2. Issuer Name and Ticker or Trading Symbol

Dollar General Corporation (DG)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[X]     Director                  [_]     10% Owner
[  ]     Officer (give             [_]    Other (specify

title below)

below)

(Last)             (First)            (Middle)



100 Mission Ridge

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Year

January 31, 2003

(Street)


Goodlettsville

TN

37072

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Filing
(Check Applicable Line)
[X]  Form filed by One Reporting Person
[_] Form filed by More than One Reporting Person

(City)             (State)             (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned


1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year

(Instr. 3 and 4)

6. Owner-
ship Form:
Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

 

 

 

  

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

(Over)
SEC 2270 (9-02)


FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

  


1.Title of Derivative Security
(Instr.3)

2. Conversion or
Exercise
Price of
Derivative
Security

3. Transaction
Date
(mm/dd/yy)

3A. Deemed
Execution
Date, if any
(mm/dd/yy)

4. Transaction 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
(mm/dd/yy)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of
Derivative
Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)

(Instr. 4)

11. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number
of Shares

Employee Stock Option (Right to Buy)

$15.42

04/19/02

 

A

 

178,725

 

10/20/02

04/19/12

Common Stock

178,725

 

178,725

D

 

Employee Stock Option (Right to Buy)

$16.14

08/12/02

 

A

 

268,200

 

(1)

08/12/12

Common Stock

268,200

 

268,200

D

 
                               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Explanation of Responses:

(1)

The option becomes exercisable in four equal annual installments beginning on August 12, 2003.


**

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

 /s/ Hurley C. Turner, Jr.


**Signature of Reporting Person

  3/14/03


Date

Note:

File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.


Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

Page 2


POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints Susan S. Lanigan the undersigned’s true and lawful attorney-in-fact to:


(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Dollar General Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and


(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.


The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of March, 2003.


/s/ Hurley C. Turner, Jr. ________________

Hurley C. Turner, Jr.