Form 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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(Print or Type Responses)

     
       

1. Name and Address of Reporting Person*





Perdue          David           A.

2. Date of Event

Requiring Statement

(Month/Day/Year)


April 2, 2003

4.  Issuer Name and Ticker or Trading Symbol



Dollar General Corporation ( DG )


(Last)

(First)

(Middle)




100 Mission Ridge

3. I.R.S. Identification Number of

Reporting Person, if an entity (voluntary)


5.  Relationship of Reporting Person(s) to Issuer

(Check all applicable)


[X ]  Director

[   ]  10% Owner

[X ] Officer (give title below)

[   ]  Other (specify below)



Chief Executive Officer

6.  If Amendment, Date of Original

(Month/Day/Year)

(Street)



Goodlettsville        TN         37072

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 Beneficially Owned

1.  Title of Security

(Instr. 4)

2.  Amount of

Securities Beneficially Owned

(Instr. 4)

3.  Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4.  Nature of Indirect Beneficial Ownership (Instr. 5)


No securities owned


   
 


   
 


   
 


   
 


   
 


   


     


Reminder:  Report on a separate line for each class of securities beneficially owned directly or indirectly.

(Over)

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

SEC 1473 (3-99)


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FORM 3 (continued)

Table II – Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)


1.  Title of Derivative Security (Instr. 4)

2.  Date Exercisable and Expiration Date (mm/dd/yy)

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

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security:  Direct (D) or Indirect (I) (Instr. 5)

6.  Nature of Indirect Beneficial Ownership (Instr. 5)

 


Date Exercisable


Expiration

Date



Title

Amount or Number of Shares

     


         


         


         


         


         


         


         


       


 


       


Explanation of Responses:










** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

/s/ Susan S. Lanigan

04/04/2003

 

**Signature of Reporting Person

Attorney-in-Fact

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.


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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 2 nd day of April, 2003.



/s/ David A. Perdue ____________________

David A. Perdue