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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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) EVP & General Counsel (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2010 (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 12/08/2010   M   66,474 A $ 2.1875 66,474 D   Common Stock 12/08/2010   M   23,927 A $ 7.9975 90,401 D   Common Stock 12/08/2010   F   27,226.1817 D $ 30.84 63,174.8183 D   Common Stock 12/08/2010   F   12,664.5448 D $ 30.84 50,510.2735 D   Common Stock 12/08/2010   D   0.8183 D $ 30.84 50,509.4552 D   Common Stock 12/08/2010   D   0.4552 D $ 30.84 50,509 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

Employee Stock Option (Right to Buy)

$ 2.1875

12/08/2010

X

10,344

(1)

08/12/2012

Common Stock

10,344

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 2.1875

12/08/2010

M

5,990

(2)

08/26/2013

Common Stock

5,990

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 2.1875

12/08/2010

M

12,076

(3)

08/24/2014

Common Stock

12,076

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 2.1875

12/08/2010

M

33,981

(4)

03/16/2016

Common Stock

33,981

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 2.1875

12/08/2010

M

4,083

07/06/2007

03/23/2017

Common Stock

4,083

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 7.9975

12/08/2010

M

23,927

03/20/2008

07/06/2007

Common Stock

23,927

$ 0

284,645 (5)

D

Reporting Owners

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

Signatures

/s/ Susan S. Lanigan		12/10/2010
**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 option vested as to 25% on each of August 12, 2003, August 12, 2004, August 12, 2005, and February 3, 2006.
(2)	The option vested as to 25% on each of August 26, 2004, August 25, 2005, August 26, 2006, and July 6, 2007.
(3)	The option vested as to 25% on August 24, 2005 and as to 75% on February 3, 2006.
(4)	The option vested as to 25% on March 16, 2007 and as to 75% on July 6, 2007.
(5)	The number of securities reported in this column represents (a) 192,857 options that are subject to time-vesting criteria, 115,715 of which are vested and 77,142 of which are scheduled to vest 50% on each of July 6, 2011 and July 6, 2012; and (b) 115,715 options which vested after the Issuer's satisfaction of certain performance-vesting criteria. The number of securities reported in this column does not include 77,142 options which are scheduled to vest 50% per year based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending January 28, 2011 and February 3, 2012.

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