- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* VELLA KIMBERLY D	2. Issuer Name and Ticker or Trading Symbol TRACTOR SUPPLY CO /DE/ [ TSCO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) SVP - Human Resources
(Last) (First) (Middle) 200 POWELL PLACE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/8/2010
(Street) BRENTWOOD, TN 37027 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	2/8/2010		M		4500 ⁽¹⁾	A	$50.60 ⁽²⁾	5430	D
Common stock	2/8/2010		F		1191 ⁽³⁾	D	$50.60 ⁽²⁾	4239	D
Common stock								2528	I	Stock Purchase Plan

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock options	$8.9075							1/24/2005	1/24/2012	Common stock	3334		3333 ⁽⁴⁾	D
Employee stock options	$19.64							1/23/2005	1/23/2013	Common stock	3333 ⁽⁴⁾		3333 ⁽⁴⁾	D
Employee stock options	$19.64							1/23/2006	1/23/2013	Common stock	305		305 ⁽⁴⁾	D
Employee stock options	$42.65							1/22/2005	1/22/2014	Common stock	2500		2500	D
Employee stock options	$42.65							1/22/2006	1/22/2014	Common stock	2500		2500	D
Employee stock options	$42.65							1/22/2007	1/22/2014	Common stock	2500		2500	D
Employee stock options	$36.395							2/2/2007	2/2/2015	Common stock	1875		1875	D
Employee stock options	$36.395							2/2/2008	2/2/2015	Common stock	1875		1875	D
Employee stock options	$36.395							2/2/2009	2/2/2015	Common stock	1875		1875	D
Employee stock options	$36.395							2/2/2010	2/2/2015	Common stock	1875		1875	D
Employee stock options	$61.27							2/9/2007	2/9/2016	Common stock	3333 ⁽⁴⁾		3333 ⁽⁴⁾	D
Employee stock options	$61.27							2/9/2008	2/9/2016	Common stock	3333 ⁽⁴⁾		3333 ⁽⁴⁾	D
Employee stock options	$61.27							2/9/2009	2/9/2016	Common stock	3334 ⁽⁴⁾		3334 ⁽⁴⁾	D
Employee stock options	$46.165							2/7/2008	2/7/2017	Common stock	5000		5000	D
Employee stock options	$46.165							2/7/2009	2/7/2017	Common stock	5000		5000	D
Employee stock options	$46.165							2/7/2010	2/7/2017	Common stock	5000		5000	D
Restricted stock units ⁽⁵⁾	$50.60 ⁽²⁾	2/8/2010		M			4500	2/7/2010	⁽⁶⁾	Common stock	4500	$0.00	0	D
Employee stock options	$38.45							2/6/2009	2/6/2018	Common stock	6882		6882	D
Employee stock options	$38.45							2/6/2010	2/6/2018	Common stock	6882		6882	D
Employee stock options	$38.45							2/6/2011	2/6/2018	Common stock	6882		6882	D
Restricted stock units ⁽⁷⁾	$38.45							2/6/2011	⁽⁶⁾	Common stock	5235		5235	D
Employee stock options	$34.355							2/4/2010	2/4/2019	Common stock	5455 ⁽⁴⁾		5455 ⁽⁴⁾	D
Employee stock options	$34.355							2/4/2011	2/4/2019	Common stock	5456 ⁽⁴⁾		5456 ⁽⁴⁾	D
Employee stock options	$34.355							2/4/2012	2/4/2019	Common stock	5456 ⁽⁴⁾		5456 ⁽⁴⁾	D
Restricted stock units ⁽⁷⁾	$34.355							2/4/2012 ⁽⁶⁾	⁽⁶⁾	Common stock	7207		7207	D
Employee stock options	$52.415							2/3/2011	2/3/2020	Common stock	4113		4113	D
Employee stock options	$52.415							2/3/2012	2/3/2020	Common stock	4113		4113	D
Employee stock options	$52.415							2/3/2013	2/3/2020	Common stock	4114		4114	D
Restricted stock units ⁽⁷⁾	$52.415							2/3/2013	⁽⁶⁾	Common stock	3446		3446	D

Explanation of Responses:
( 1)	Represents vesting of restricted stock units granted to reporting person which are convertible to shares of common stock.
( 2)	Represents the market price at the date of issuance.
( 3)	The reporting person received a grant of 4,500 restricted stock units on February 7, 2007 pursuant to the Tractor Supply Company 2006 Stock Incentive Plan. 1,191 shares were withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units on February 8, 2010.
( 4)	Fractional shares are rounded to the nearest whole number
( 5)	In accordance with the grant agreement, the restricted stock units vest on the third anniversary of the date of grant. At the time of grant, the units were reported on Table II as an acquisition of units. This transaction represents the vesting of those restricted stock units that were awarded on February 7, 2007 and the conversion to shares of common stock which are reflected on Table I.
( 6)	The restricted stock units vest at the end of the third anniversary of the date of grant.
( 7)	Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VELLA KIMBERLY D 200 POWELL PLACE BRENTWOOD, TN 37027			SVP - Human Resources

Signatures
Kimberly D. Vella by: /s/ Kurt D. Barton, as Attorney-in-fact		2/10/2010
^** 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.
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.