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)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		Employee Advisor to the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005

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	02/09/2005		S⁽¹⁾		400	D	$22.16	9,031,589	D
Common Stock	02/09/2005		S⁽¹⁾		100	D	$22.24	9,031,489	D
Common Stock	02/09/2005		S⁽¹⁾		100	D	$22.22	9,031,389	D
Common Stock	02/09/2005		S⁽¹⁾		100	D	$22.21	9,031,289	D
Common Stock	02/09/2005		S⁽¹⁾		100	D	$22.19	9,031,189	D
Common Stock	02/09/2005		S⁽¹⁾		200	D	$22.17	9,030,989	D
Common Stock	02/09/2005		S⁽¹⁾		500	D	$22.15	9,030,489	D
Common Stock	02/09/2005		S⁽¹⁾		300	D	$22.14	9,030,189	D
Common Stock	02/09/2005		S⁽¹⁾		500	D	$22.11	9,029,689	D
Common Stock	02/09/2005		S⁽¹⁾		200	D	$22.12	9,029,489	D
Common Stock	02/09/2005		S⁽¹⁾		100	D	$22.13	9,029,389	D
Common Stock	02/09/2005		S⁽¹⁾		100	D	$22.1	9,029,289	D
Common Stock	02/09/2005		S⁽¹⁾		200	D	$22.08	9,029,089	D
Common Stock	02/09/2005		S⁽¹⁾		300	D	$22.06	9,028,789	D
Common Stock	02/09/2005		S⁽¹⁾		200	D	$22.05	9,028,589	D
Common Stock	02/09/2005		S⁽¹⁾		900	D	$22.03	9,027,689	D
Common Stock	02/09/2005		S⁽¹⁾		1,700	D	$22.02	9,025,989	D
Common Stock	02/09/2005		S⁽¹⁾		1,400	D	$21.93	9,024,589	D
Common Stock	02/09/2005		S⁽¹⁾		2,100	D	$21.94	9,022,489	D
Common Stock	02/09/2005		S⁽¹⁾		1,400	D	$21.99	9,021,089	D
Common Stock	02/09/2005		S⁽¹⁾		2,000	D	$21.98	9,019,089	D
Common Stock	02/09/2005		S⁽¹⁾		1,200	D	$21.95	9,017,889	D
Common Stock	02/09/2005		S⁽¹⁾		700	D	$21.92	9,017,189⁽²⁾	D
Common Stock								500,000	I	By Cal Turner, Jr. Annuity Trust 2004-1
Common Stock								338,811	I	By Hurley Calister Turner, Jr. 1994 Trust
Common Stock								586,552	I	By Elizabeth Turner Campbell 1994 Trust
Common Stock								758,836	I	By Spouse
Common Stock								6,343,780	I	By Turner Children Trust
Common Stock								10,265	I	By IRA
Common Stock								11,533	I	By 401(k)

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. This sale was made pursuant to the terms and conditions of a Rule 10b5-1 Sales Plan, which the reporting person entered into on June 24, 2004.

2. Due to technical restrictions imposed by the on-line filing system, the reporting person will file another Form 4 to report additional transactions that occurred on February 9, 2005.

	/s/ Susan S. Lanigan, by Power of Attorney	02/10/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.