Ownership Submission
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

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 *
MORRIS EDNA
   2. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [TSCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O TRACTOR SUPPLY COMPANY, 200 POWELL PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2013
(Street)

BRENTWOOD, TN 37027		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common stock 05/02/2013   A(1)   806 A (1) $ 105.33 19,346 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified stock option $ 21.325             01/22/2007 01/22/2014 Common stock 7,000   7,000 D  
Non-qualified stock option $ 18.1975             02/02/2007 02/02/2015 Common stock 1,000   1,000 D  
Non-qualified stock option $ 18.1975             02/02/2008 02/02/2015 Common stock 1,000   1,000 D  
Non-qualified stock option $ 18.1975             02/02/2009 02/02/2015 Common stock 1,000   1,000 D  
Non-qualified stock option $ 18.1975             02/02/2010 02/02/2015 Common stock 1,000   1,000 D  
Non-qualified stock option $ 32.2225             05/04/2007 05/04/2016 Common stock 4,000   4,000 D  
Deferred stock units $ 32.2225             05/04/2007   (2) Common stock 620   620 D  
Non-qualified stock option $ 25.6425             05/02/2008 05/02/2018 Common stock 4,000   4,000 D  
Deferred stock units $ 25.6425             05/02/2008   (2) Common stock 780   780 D  
Non-qualified stock option $ 18.2025             05/01/2009 05/01/2018 Common stock 4,000   4,000 D  
Deferred stock units $ 18.2025             05/01/2009   (2) Common stock 1,098   1,098 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MORRIS EDNA
C/O TRACTOR SUPPLY COMPANY
200 POWELL PLACE
BRENTWOOD, TN 37027		   X      

Signatures

 Edna K. Morris by: /s/ Kurt D. Barton, as Attorney-in-fact   05/06/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares were acquired pursuant to a grant of restricted stock units (RSUs) under the Tractor Supply Company 2009 Stock Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest one year from the date of the grant.
(2) 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.

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