- 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: November 30, 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-Chief People Officer
(Last) (First) (Middle) 200 POWELL PLACE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/23/2012
(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	2/23/2012		S ⁽²⁾		3400	D ⁽²⁾	$85	19328	D
Common stock	2/24/2012		M ⁽³⁾		789	A ⁽³⁾	$19.225	20117	D
Common stock	2/24/2012		S ⁽³⁾		789	D ⁽³⁾	$85.01	19328	D
Common stock	2/27/2012		M ⁽³⁾		35300	A ⁽³⁾	$19.225	54628	D
Common stock	2/27/2012		S ⁽³⁾		25700	D ⁽³⁾	$85.51	28928	D
Common stock	2/27/2012		S ⁽³⁾		9600	D ⁽³⁾	$86.37	19328	D
Common stock								1076	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 option	$19.225	2/24/2012 ⁽⁴⁾		M ⁽³⁾			13764 ⁽³⁾	2/6/2009	2/6/2018	Common stock	13764	$ 0	0	D
Employee stock option	$19.225	2/27/2012		M ⁽³⁾			13764 ⁽³⁾	2/6/2010	2/6/2018	Common stock	13764	$ 0	0	D
Employee stock option	$19.225	2/27/2012		M ⁽³⁾			8561 ⁽³⁾	2/6/2011	2/6/2018	Common stock	13764	$ 0	5203	D
Employee stock option	$17.1175							2/4/2010	2/4/2019	Common stock	10911		10911	D
Employee stock option	$17.1175							2/4/2011	2/4/2019	Common stock	10911		10911	D
Employee stock option	$17.1175							2/4/2012	2/4/2019	Common stock	10912		10912	D
Employee stock option	$26.2075							2/3/2011	2/3/2020	Common stock	8226		8226	D
Employee stock option	$26.2075							2/3/2012	2/3/2020	Common stock	8227		8227	D
Employee stock option	$26.2075							2/3/2013	2/3/2020	Common stock	8227		8227	D
Restricted stock units	$26.2075 ⁽¹⁾							2/3/2013	⁽¹⁾	Common stock	6892 ⁽¹⁾		6892 ⁽¹⁾	D
Employee stock option	$51.695							2/2/2012	2/2/2021	Common stock	5180		5180	D
Employee stock option	$51.695							2/2/2013	2/2/2021	Common stock	5179		5179	D
Employee stock option	$51.695							2/2/2014	2/2/2021	Common stock	5179		5179	D
Employee stock option	$51.695							2/2/2014	2/2/2021	Common stock	5179		5179	D
Employee stock option	$85.08							2/8/2013	2/8/2022	Common stock	4528		4528	D
Employee stock option	$85.08							2/8/2014	2/8/2022	Common stock	4527		4527	D
Employee stock option	$85.08							2/8/2015	2/8/2022	Common stock	4527		4527	D

Explanation of Responses:
( 1)	Restricted stock units vest at the end of the third anniversary date of the date of grant and will be delivered to the reporting person on that date unless a deferral is elected.
( 2)	This transaction was made pursuant to a 10b5-1 plan established by Ms. Vella on 11/9/2011.
( 3)	This transaction was made pursuant to a 10b5-1 plan established by Ms. Vella on 02/06/2012.
( 4)	Grant exercised over a two day period. 789 shares were exercised and sold on 2/24/2012. The remaining 12,975 shares were exercised and sold on 2/27/2012.

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-Chief People Officer

Signatures
Kimberly D. Vella by: /s/ Kurt D. Barton, as Attorney-in-fact		2/27/2012
^** 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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