Tractor Supply Company

5401 Virginia Way

Brentwood, TN 37027

December23, 2020

Via EDGAR Transmission and E-mail

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Tony Watson
	Adam Phippen
	Taylor Beech
	Lilyanna Peyser

Re:        Tractor Supply Company (the “Registrant”)

        Form 10-K for the Fiscal Year Ended December 28, 2019

        Filed February 20, 2020

        File No. 0-23314

Ladies and Gentlemen:

We hereby submit the Registrant’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed in a letter to the Registrant dated December 15, 2020 in connection with the Staff’s review of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019. For your convenience, we have reproduced the Staff’s comments in bold preceding our responses.

Form 10-K for the Fiscal Year Ended December 28, 2019

Item 11. Executive Compensation, page 73

1.We note that earnings per diluted share is one of the metrics used in your compensation plan and that you made nearly $5.4 million in common stock repurchases in 2019. In future filings, please discuss if and how the share repurchases affected the manner in which the Compensation Committee set the relevant targets used in your compensation plan and determined whether such targets were met.

Response:

The Compensation Committee does consider annual share repurchases when setting relevant targets used in its compensation plans. In response to the Staff's comment, in future filings, we will discuss how share repurchases affected the manner in which the Compensation Committee set the relevant targets and, when the performance period ends, we will disclose how the share repurchases affected the determination of whether such targets were met.

The Registrant acknowledges that it is responsible for the accuracy and adequacy of the disclosure in the reports and other filings it makes with the Commission.

U.S. Securities and Exchange Commission

December 23, 2020

Page 2

    If you have any questions regarding the Registrant’s responses to the Staff’s comments, please do not hesitate to contact me, or Benjamin F. Parrish, Jr., Executive Vice President, General Counsel and Corporate Secretary at 615-440-4000.

Sincerely,

/s/ Kurt D. Barton    

Kurt D. Barton

Executive Vice President - Chief Financial Officer and Treasurer

cc:    Benjamin F. Parrish, Jr., Tractor Supply Company

    Jennifer H. Noonan, Bass, Berry & Sims PLC