TRACTOR SUPPLY CO /DE/ — Director's Dealing 2010

May 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-05-17

Reporting Person: MACKENZIE GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-17	Common stock	S	322	$68.421	Disposed	1853	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock options	$51.285	2018-05-02	Common stock (3500)	3500	Direct
Deferred stock units	$51.285		Common stock (390)	390	Direct
Non-qualified stock options	$36.40	2018-05-01	Common stock (2000)	2000	Direct
Deferred stock units	$36.40		Common stock (549)	549	Direct

Footnotes

F1: Each deferred stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F2: The deferred stock units vest on the first anniversary of the date of grant. Vested shares will be delivered to the reporting person one year following the date on which the reporting person's services as a director of the Company terminates.