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

Aug 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-07-30

Reporting Person: MORRIS EDNA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-30	Common stock	P	700	$69.689	Acquired	8234	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock option	$42.65	2014-01-22	Common stock (3500)	3500	Direct
Non-qualified stock option	$36.395	2015-02-02	Common stock (1000)	1000	Direct
Non-qualified stock option	$36.395	2015-02-02	Common stock (500)	500	Direct
Non-qualified stock option	$36.395	2015-02-02	Common stock (500)	500	Direct
Non-qualified stock option	$64.445	2016-05-04	Common stock (2000)	2000	Direct
Deferred stock units	$64.445		Common stock (310)	310	Direct
Non-qualified stock option	$51.285	2018-05-02	Common stock (2000)	2000	Direct
Deferred stock units	$51.285		Common stock (390)	390	Direct
Non-qualified stock option	$36.40	2018-05-01	Common stock (2000)	2000	Direct
Deferred stock units	$36.40		Common stock (549)	549	Direct

Footnotes

F1: Represents open market purchase of 700 shares of Tractor Supply Company stock at a market price of $69.689.

F2: Each deferred stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F3: 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.