Ownership Submission
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 *
KNUCKLES BARBARA
   2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [DG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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   1,760.252 D $ 22 0 D  
Common Stock 07/06/2007   D   100 D $ 22 0 I By Son

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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
Phantom Stock $ 22 07/06/2007   D     5,134.584 07/06/2007(1)   (1) Common Stock 5,134.584 $ 22 (2) 0 D  
Restricted Stock Units $ 22 07/06/2007   D     18,715.62   (3)   (3) Common Stock 18,715.62 (4) $ 22 (5) 0 D  
Stock Option (right to buy) $ 14.65 07/06/2007   D     4,096   (6) 02/21/2010 Common Stock 4,096 $ 7.35 (7) (8) 0 D  
Stock Option (right to buy) $ 15.37 07/06/2007   D     3,904   (6) 03/18/2012 Common Stock 3,904 $ 6.63 (8) (9) 0 D  
Stock Option (right to buy) $ 17.6403 07/06/2007   D     3,401   (6) 02/22/2009 Common Stock 3,401 $ 4.3597 (8) (10) 0 D  
Stock Option (right to buy) $ 18.2272 07/06/2007   D     3,291   (6) 02/23/2008 Common Stock 3,291 $ 3.7728 (8) (11) 0 D  
Stock Option (right to buy) $ 19.55 07/06/2007   D     3,150   (6) 02/26/2011 Common Stock 3,150 $ 2.45 (8) (12) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KNUCKLES BARBARA
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072		   X      

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) The shares of phantom stock were payable after the reporting person's termination of service as a non-employee director.
(2) The shares of phantom stock were cashed out in the merger for $22 per share on a 1-for-1 basis.
(3) Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.
(4) Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008.
(5) The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.
(6) Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable.
(7) This option, granted February 21, 2000 and vested February 21, 2001, was cancelled in the merger in exchange for a cash payment of $30,105.60, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(8) The price of the option is the difference between the $22 per share merger consideration and the exercise price.
(9) This option, granted March 18, 2002 and vested March 18, 2003, was cancelled in the merger in exchange for a cash payment of $25,883.52, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(10) This option, granted February 22, 1999 and vested February 22, 2000, was cancelled in the merger in exchange for a cash payment of $14,827.34, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(11) This option, granted February 23, 1998 and vested February 23, 1999, was cancelled in the merger in exchange for a cash payment of $12,416.28, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(12) This option, granted February 26, 2001 and vested February 26, 2002, was cancelled in the merger in exchange for a cash payment of $7,717.50, representing the difference between the exercise price of the option and the $22 per share merger consideration.

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