FORM 4 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 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 * GUION KATHLEEN   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) Division President (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (Month/Day/Year) 07/06/2007 (Street) GOODLETTSVILLE, TN 37072 4. If Amendment, Date Original Filed(Month/Day/Year) 6. 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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) Code V Amount (A) or (D) Price Common Stock 07/06/2007   D   9,723 D $ 22 0 D

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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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$ 22	07/06/2007		D			28,498.8	(1)	(1)	Common Stock	28,498.8 (2)	$ 22 (3)	0	D
Employee Stock Option (right to buy)	$ 17.54	07/06/2007		D			55,800	(4)	03/16/2016	Common Stock	55,800	(5)	0	D
Employee Stock Option (right to buy)	$ 18.83	07/06/2007		D			42,000	(4)	08/24/2014	Common Stock	42,000	(5)	0	D
Employee Stock Option (right to buy)	$ 20.63	07/06/2007		D			62,800	(4)	12/02/2013	Common Stock	62,800	(5)	0	D
Employee Stock Option (right to buy)	$ 21.25	07/06/2007		D			39,883	(4)	03/23/2017	Common Stock	39,883	(5)	0	D
Employee Stock Option (right to buy)	$ 22.35	07/06/2007		D			50,300	(4)	03/15/2015	Common Stock	50,300	(6)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GUION KATHLEEN 100 MISSION RIDGE GOODLETTSVILLE, TN 37072			Division President

Signatures

/s/ Susan S. Lanigan, by Power of Attorney		07/10/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.
(2)	Includes 28,142 Restricted Stock Units that were scheduled to vest as follows: 1,733 units on August 24, 2008; 5,000 units on August 24, 2008; 1,733 units on March 15, 2008; 5,600 units in two equal annual installments beginning on March 16, 2008; and 14,076 units in three equal annual installments beginning on March 23, 2008.
(3)	The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.
(4)	Immediately before the effective time of the merger, all vested options became fully vested and immediately exercisable.
(5)	This 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)	All options with an exercise price above the merger consideration of $22.00 per share were cancelled in the merger and no payment will be made thereon.

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