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, 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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[_]

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1. Name and Address of Reporting Person*

Perdue     David      A.

2. Issuer Name and Ticker or Trading Symbol

Dollar General Corporation (DG)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[X]    Director                  [_]     10% Owner
[X]    Officer (give             [_]    Other (specify

title below)

below)

Chief Executive Officer

(Last)             (First)            (Middle)

100 Mission Ridge

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Day/Year

April 2, 2003

(Street)

Goodlettsville, TN 37072

5. If Amendment, Date of Original (Month/Day/Year)

7. 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. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy)

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. Owner-
ship 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

04/02/2003

A

78,865

A

78,865

D

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).

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.

(Over)
SEC 1474 (9-02)

FORM 4 (continued)

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
(mm/dd/yy)

3A. Deemed
Execution
Date, if any
(mm/dd/yy)

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
(mm/dd/yy)

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)

$12.68

04/02/2003

A

500,000

(1)

04/02/2013

Common Stock

500,000

500,000

D

Employee Stock Option (Right to Buy)

$12.68

04/02/2003

A

500,000

(2)

04/02/2013

Common Stock

500,000

500,000

D

Explanation of Responses:

(1)    The option vests as to 333,333 shares on the first anniversary of the grant date and as to 166,667 shares on the second anniversary of the grant date.

(2)    The option vests as to 166,666 shares on the second anniversary of the grant date and as to 333, 334 shares on the third anniversary of the grant date.

**

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

/s/ Susan S. Lanigan____________________________________

**Signature of Reporting Person

Attorney-in-Fact

04/04/2003

Date

Note:

File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

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