DOLLAR GENERAL CORP (Form: 3, Received: 11/12/2009 20:24:29)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
KKR Fund Holdings GP Ltd
2. Date of Event Requiring Statement (MM/DD/YYYY) 11/12/2009
3. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [DG]

(Last)        (First)        (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
NEW YORK, NY 10019

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Common Stock, par value $0.875 per share 116265659 I Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾

Common Stock, par value $0.875 per share 24535553 I Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾

Common Stock, par value $0.875 per share 4035862 I Held through Buck Holdings, L.P. and 8 North America Investor L.P. ⁽¹⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾

Common Stock, par value $0.875 per share 17262869 I Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, LP ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾

Common Stock, par value $0.875 per share 2699999 I Held through Buck Holdings, L.P. and KKR Partners III, L.P. ⁽¹⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

(1) Buck Holdings, L.P. holds 316,228,583 shares of common stock, par value $0.875 per share (the "Shares"), of Dollar General Corporation (the "Issuer"). Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co. and Citigroup Global Markets Inc., certain investment advisory clients of Wellington Management Company, LLP, CPP Investment Board (USRE II) Inc. and other equity co-investors. Buck Holdings, LLC and each holder of membership interests in Buck Holdings, LLC disclaims beneficial ownership of the Shares held by Buck Holdings, L.P. except to the extent of its pecuniary interest therein.

(2) KKR 2006 Fund L.P. may be deemed to indirectly beneficially own 116,265,659 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006, L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.

(3) KKR PEI Investments, L.P. may be deemed to indirectly beneficially own 24,535,553 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.

(4) 8 North America Investor L.P. may be deemed to indirectly beneficially own 4,035,862 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.

(5) Buck Holdings Co-Invest, LP may be deemed to indirectly beneficially own 17,262,869 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006, L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.

(6) The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Messrs. Kravis and Roberts.

(7) KKR Partners III, L.P. may be deemed to indirectly beneficially own 2,699,999 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR Partners III, L.P.is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Kravis and Roberts.

(8) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

(9) Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC; and KKR Fund Holdings L.P. have filed a separate Form 3.

Remarks:
Exhibit 24.1 - Powers of Attorney. (10) Mr. Janetschek is signing in his capacity as director of KKR Fund Holdings GP Limited. (11) Mr. Janetschek is signing in his capacity as director of KKR Group Limited, the general partner of KKR Group Holdings L.P. (12) Mr. Janetschek is signing in his capacity as director of KKR Group Limited. (13) Mr. Janetschek is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P. (14) Mr. Janetschek is signing in his capacity as attorney-in-fact for George R. Roberts, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P. (15) Mr. Janetschek is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC. (16) Mr. Janetschek is signing in his capacity as attorney-in-fact for George R. Roberts, a designated member of KKR Management LLC.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

KKR Fund Holdings GP Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

KKR Fund Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

KKR Group Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

KKR & Co. L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
X

Signatures

/s/ William J. Janetschek, KKR Fund Holdings GP Limited (10) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, KKR Group Holdings L.P. (11) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, KKR Group Limited (12) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, KKR & Co. L.P. (13) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, KKR & Co. L.P. (14) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, KKR Management LLC (15) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, KKR Management LLC (16) 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, as Attorney-in-Fact for Henry R. Kravis 11/12/2009

^** Signature of Reporting Person Date

/s/ William J. Janetschek, as Attorney-in-Fact for George R. Roberts 11/12/2009

^** 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 5(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 control number.

Table I - Non-Derivative Securities Beneficially Owned
Common Stock, par value $0.875 per share	116265659	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	24535553	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	4035862	I	Held through Buck Holdings, L.P. and 8 North America Investor L.P. ⁽¹⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	17262869	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, LP ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	2699999	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P. ⁽¹⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Exhibit 24.1

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ Henry R. Kravis
	Name: Henry R. Kravis


Date: July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ George R. Roberts
	Name: George R. Roberts


Date: July 31, 2005

No data

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.875 per share	116265659	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	24535553	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	4035862	I	Held through Buck Holdings, L.P. and 8 North America Investor L.P. ⁽¹⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	17262869	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, LP ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock, par value $0.875 per share	2699999	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P. ⁽¹⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
(1)	Buck Holdings, L.P. holds 316,228,583 shares of common stock, par value $0.875 per share (the "Shares"), of Dollar General Corporation (the "Issuer"). Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co. and Citigroup Global Markets Inc., certain investment advisory clients of Wellington Management Company, LLP, CPP Investment Board (USRE II) Inc. and other equity co-investors. Buck Holdings, LLC and each holder of membership interests in Buck Holdings, LLC disclaims beneficial ownership of the Shares held by Buck Holdings, L.P. except to the extent of its pecuniary interest therein.
(2)	KKR 2006 Fund L.P. may be deemed to indirectly beneficially own 116,265,659 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006, L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
(3)	KKR PEI Investments, L.P. may be deemed to indirectly beneficially own 24,535,553 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.
(4)	8 North America Investor L.P. may be deemed to indirectly beneficially own 4,035,862 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.
(5)	Buck Holdings Co-Invest, LP may be deemed to indirectly beneficially own 17,262,869 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006, L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
(6)	The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Messrs. Kravis and Roberts.
(7)	KKR Partners III, L.P. may be deemed to indirectly beneficially own 2,699,999 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR Partners III, L.P.is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Kravis and Roberts.
(8)	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
(9)	Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC; and KKR Fund Holdings L.P. have filed a separate Form 3.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X

Signatures
/s/ William J. Janetschek, KKR Fund Holdings GP Limited (10)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Group Holdings L.P. (11)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Group Limited (12)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR & Co. L.P. (13)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR & Co. L.P. (14)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Management LLC (15)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Management LLC (16)		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, as Attorney-in-Fact for Henry R. Kravis		11/12/2009
^** Signature of Reporting Person		Date
/s/ William J. Janetschek, as Attorney-in-Fact for George R. Roberts		11/12/2009
^** 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 5(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 control number.