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^*

SCARLETT JOSEPH H JR

(Last)

(First)

(Middle)

200 POWELL PLACE

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [ TSCO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2005

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	11/07/2005		S		24,411	D	$52.0628	4,826,630	D
Common Stock								46,269	I	Scarlett Family Foundation
Common Stock								104,616	I	401(k) Plan

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)
Employee stock option	$9.7975							01/24/2003	01/24/2007	Common stock	66,666⁽¹⁾		66,666⁽¹⁾	D
Employee stock option	$9.7975							01/24/2004	01/24/2007	Common stock	66,667⁽¹⁾		66,667⁽¹⁾	D
Employee stock option	$9.7975							01/24/2005	01/24/2007	Common stock	66,667⁽¹⁾		66,667⁽¹⁾	D
Employee stock option	$21.605							01/23/2004	01/23/2008	Common stock	33,333⁽¹⁾		33,333⁽¹⁾	D
Employee stock option	$21.605							01/23/2005	01/23/2008	Common stock	33,333⁽¹⁾		33,333⁽¹⁾	D
Employee stock option	$21.605							01/23/2006	01/23/2008	Common stock	33,334⁽¹⁾		33,334⁽¹⁾	D
Employee stock option	$46.915							01/22/2005	01/22/2009	Common stock	16,666⁽¹⁾		16,666⁽¹⁾	D
Employee stock option	$46.915							01/22/2006	01/22/2009	Common stock	16,667⁽¹⁾		16,667⁽¹⁾	D
Employee stock option	$46.915							01/22/2007	01/22/2009	Common stock	16,667⁽¹⁾		16,667⁽¹⁾	D
Employee stock option	$40.0345							02/02/2007	02/02/2010	Common stock	12,500		12,500	D
Employee stock option	$40.0345							02/02/2008	02/02/2010	Common stock	12,500		12,500	D
Employee stock option	$40.0345							02/02/2009	02/02/2010	Common stock	12,500		12,500	D
Employee stock option	$40.0345							02/02/2010	02/02/2010	Common stock	12,500		12,500	D

Explanation of Responses:

1. Number of shares is rounded to the nearest whole number.

Remarks:

	Joseph H. Scarlett, Jr. by: /s/ Kolin B. Holladay, as Attorney-in-fact	11/09/2005
	** 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.
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