SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

TURNER CAL /TN

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/16/2003		S		27,713	D	18.4869	737,593⁽¹⁾	I	By HCT 1994 Trust
Common Stock	07/16/2003		S		12,612	D	18.4869	726,066⁽¹⁾	I	By JST 1994 Trust
Common Stock	07/16/2003		S		37,730	D	18.4869	1,100,804⁽¹⁾	I	By LJD 1994 Trust
Common Stock	07/16/2003		S		37,737	D	18.4869	1,101,274⁽¹⁾	I	By ETC 1994 Trust
Common Stock	07/17/2003		S		11,967	D	18.2834	725,626⁽¹⁾	I	By HCT 1994 Trust
Common Stock	07/17/2003		S		5,446	D	18.2834	720,620⁽¹⁾	I	By JST 1994 Trust
Common Stock	07/17/2003		S		16,292	D	18.2834	1,084,512⁽¹⁾	I	By LJD 1994 Trust
Common Stock	07/17/2003		S		16,295	D	18.2834	1,084,979⁽¹⁾	I	By ETC 1994 Trust
Common Stock	07/17/2003		G	V	800	D	0	12,101,612⁽¹⁾	D
Common Stock	07/18/2003		S		11,966	D	18.3664	713,660⁽¹⁾	I	By HCT 1994 Trust
Common Stock	07/18/2003		S		5,446	D	18.3664	715,174⁽¹⁾	I	By JST 1994 Trust
Common Stock	07/18/2003		S		16,292	D	18.3664	1,068,220⁽¹⁾	I	By LJD 1994 Trust
Common Stock⁽²⁾	07/18/2003		S		16,296	D	18.3664	1,068,683⁽¹⁾	I	By ETC 1994 Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person also reports (a) 10,265 shares held indirectly by IRA, (b) 76,745 shares held indirectly by the Cal Turner, Jr. Annuity Trust, (c) 82 shares held indirectly by the Estate of Cal Turner, Sr., (d) 758,836 shares held indirectly by the reporting person's spouse, (e) 6,343,780 shaers held indirectly by the Turner Children Trust, and (f) 11,516 shares held indirectly by 401(k) Plan.

2. Exhibit List Exhibit 24--Power of Attorney

	/s/ Susan S. Lanigan, by Power of Attorney	07/18/2003
	** Signature of Reporting Person	Date
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 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).
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