SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

VELLA KIMBERLY D

(Last)

(First)

(Middle)

200 POWELL PLACE

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President - Human Resourc

5. 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 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	1,265	I	Stock Purchase Plan
Common stock	930	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option	01/26/2005	01/26/2010	Common stock	4,000	$3.7344	D
Employee stock option	01/25/2004	01/25/2011	Common stock	5,866⁽¹⁾	$3.3574	D
Employee stock option	01/25/2005	01/25/2011	Common stock	5,867⁽¹⁾	$3.3574	D
Employee stock option	01/25/2006	01/25/2011	Common stock	5,867⁽¹⁾	$3.3574	D
Employee stock option	01/24/2003	01/24/2012	Common stock	6,666⁽¹⁾	$8.9075	D
Employee stock option	01/24/2004	01/24/2012	Common stock	6,667⁽¹⁾	$8.9075	D
Employee stock option	01/24/2005	01/24/2012	Common stock	6,667⁽¹⁾	$8.9075	D
Employee stock option	01/23/2004	01/23/2013	Common stock	3,333⁽¹⁾	$19.64	D
Employee stock option	01/23/2005	01/23/2013	Common stock	3,333⁽¹⁾	$19.64	D
Employee stock option	01/23/2006	01/23/2013	Common stock	3,334⁽¹⁾	$19.64	D
Employee stock option	01/22/2005	01/22/2014	Common stock	2,500	$42.65	D
Employee stock option	01/22/2006	01/22/2014	Common stock	2,500	$42.65	D
Employee stock option	01/22/2007	01/22/2014	Common stock	2,500	$42.65	D
Employee stock option	02/02/2007	02/02/2015	Common stock	1,875	$36.395	D
Employee stock option	02/02/2008	02/02/2015	Common stock	1,875	$36.395	D
Employee stock option	02/02/2009	02/02/2015	Common stock	1,875	$36.395	D
Employee stock option	02/02/2010	02/02/2015	Common stock	1,875	$36.395	D
Employee stock option	02/09/2007	02/09/2016	Common stock	3,333	$61.27	D
Employee stock option	02/09/2008	02/09/2016	Common stock	3,334	$61.27	D
Employee stock option	02/09/2009	02/09/2016	Common stock	3,334	$61.27	D

Explanation of Responses:

1. Fractional shares are rounded to the nearest whole number.

Remarks:

	Kimber D. Vella by: /s/ David C. Lewis, as Attorney-in-fact	02/21/2006
	** 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 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 Number.