SEC FORM 4/A

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^*

WRIGHT JAMES F

(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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/06/2006

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	02/02/2006		S		40,000⁽¹⁾	D	$60⁽²⁾	16,784	D
Common stock	02/06/2006		M		25,000	A	$8.9075	41,784	D
Common stock								7,418	I	Stock Purchase Plan⁽³⁾
Common stock								2,196	I	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)
Employee stock option	$2.2383							11/01/2004	11/01/2010	Common stock	66,667⁽⁴⁾		66,667⁽⁴⁾	D
Employee stock option	$2.2383							11/01/2005	11/01/2010	Common stock	21,991⁽⁴⁾		21,991⁽⁴⁾	D
Employee stock option	$3.3575							01/25/2004	01/25/2011	Common stock	66,666⁽⁴⁾		66,666⁽⁴⁾	D
Employee stock option	$3.3575							01/25/2005	01/25/2011	Common stock	66,667⁽⁴⁾		66,667⁽⁴⁾	D
Employee stock option	$3.3575							01/25/2006	01/25/2011	Common stock	66,667⁽⁴⁾		66,667⁽⁴⁾	D
Employee stock option	$8.9075	02/06/2006		M			25,000	01/24/2003	01/24/2012	Common stock	10,332⁽⁴⁾	$8.9075	10,332⁽⁴⁾	D
Employee stock option	$8.9075							01/24/2004	01/24/2012	Common stock	47,333⁽⁴⁾		47,333⁽⁴⁾	D
Employee stock option	$8.9075							01/24/2005	01/24/2012	Common stock	47,334⁽⁴⁾		47,334⁽⁴⁾	D
Employee stock option	$19.64							01/23/2004	01/23/2013	Common stock	26,666⁽⁴⁾		26,666⁽⁴⁾	D
Employee stock option	$19.64							01/23/2005	01/23/2013	Common stock	26,667⁽⁴⁾		26,667⁽⁴⁾	D
Employee stock option	$19.64							01/23/2006	01/23/2013	Common stock	26,667⁽⁴⁾		26,667⁽⁴⁾	D
Employee stock option	$42.65							01/22/2005	01/22/2014	Common stock	15,000		15,000	D
Employee stock option	$42.65							01/22/2006	01/22/2014	Common stock	15,000		15,000	D
Employee stock option	$42.65							01/22/2007	01/22/2014	Common stock	15,000		15,000	D
Employee stock option	$32.68							10/01/2005	10/01/2014	Common stock	12,500		12,500	D
Employee stock option	$32.68							10/01/2006	10/01/2014	Common stock	12,500		12,500	D
Employee stock option	$32.68							10/01/2007	10/01/2014	Common stock	12,500		12,500	D
Employee stock option	$36.395							02/02/2007	02/02/2015	Common stock	15,000		15,000	D
Employee stock option	$36.395							02/02/2008	02/02/2015	Common stock	15,000		15,000	D
Employee stock option	$36.395							02/02/2009	02/02/2015	Common stock	15,000		15,000	D
Employee stock option	$36.395							02/02/2010	02/02/2015	Common stock	15,000		15,000	D

Explanation of Responses:

1. Represents a sale under a pre-arranged plan dated November 15, 2005, established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

2. Represents correction to originally reported sales price.

3. James & Susan Wright 2003 Grandchildren's Trust

4. Fractional shares are rounded to the closest whole number.

Remarks:

	James F. Wright By: /s/ David C. Lewis, as Attorney-in-Fact	02/10/2006
	** 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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