Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  VELLA KIMBERLY D
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2006
3. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [TSCO]
(Last)
(First)
(Middle)
200 POWELL PLACE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President - Human Resourc
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BRENTWOOD, TN 37027
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 1,265
I
Stock Purchase Plan
Common stock 930
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option 01/26/2005 01/26/2010 Common stock 4,000 $ 3.7344 D  
Employee stock option 01/25/2004 01/25/2011 Common stock 5,866 (1) $ 3.3574 D  
Employee stock option 01/25/2005 01/25/2011 Common stock 5,867 (1) $ 3.3574 D  
Employee stock option 01/25/2006 01/25/2011 Common stock 5,867 (1) $ 3.3574 D  
Employee stock option 01/24/2003 01/24/2012 Common stock 6,666 (1) $ 8.9075 D  
Employee stock option 01/24/2004 01/24/2012 Common stock 6,667 (1) $ 8.9075 D  
Employee stock option 01/24/2005 01/24/2012 Common stock 6,667 (1) $ 8.9075 D  
Employee stock option 01/23/2004 01/23/2013 Common stock 3,333 (1) $ 19.64 D  
Employee stock option 01/23/2005 01/23/2013 Common stock 3,333 (1) $ 19.64 D  
Employee stock option 01/23/2006 01/23/2013 Common stock 3,334 (1) $ 19.64 D  
Employee stock option 01/22/2005 01/22/2014 Common stock 2,500 $ 42.65 D  
Employee stock option 01/22/2006 01/22/2014 Common stock 2,500 $ 42.65 D  
Employee stock option 01/22/2007 01/22/2014 Common stock 2,500 $ 42.65 D  
Employee stock option 02/02/2007 02/02/2015 Common stock 1,875 $ 36.395 D  
Employee stock option 02/02/2008 02/02/2015 Common stock 1,875 $ 36.395 D  
Employee stock option 02/02/2009 02/02/2015 Common stock 1,875 $ 36.395 D  
Employee stock option 02/02/2010 02/02/2015 Common stock 1,875 $ 36.395 D  
Employee stock option 02/09/2007 02/09/2016 Common stock 3,333 $ 61.27 D  
Employee stock option 02/09/2008 02/09/2016 Common stock 3,334 $ 61.27 D  
Employee stock option 02/09/2009 02/09/2016 Common stock 3,334 $ 61.27 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VELLA KIMBERLY D
200 POWELL PLACE
BRENTWOOD, TN 37027
      Vice President - Human Resourc  

Signatures

Kimber D. Vella by: /s/ David C. Lewis, as Attorney-in-fact 02/21/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Fractional shares are rounded to the nearest whole number.

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