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 *
  Stanton Alexander L
2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2012
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)
Senior VP Supply Chain
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 9,638
D
 
Common Stock 8,098 (1)
D
 
Common Stock 71
I
Stock Purchase Plan

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 03/30/2007 03/30/2016 Employee Stock Option 3,011 $ 33.2075 D  
Employee Stock Option 03/30/2008 03/30/2016 Employee Stock Option 3,011 $ 33.2075 D  
Employee Stock Option 03/30/2009 03/30/2016 Employee Stock Option 3,011 $ 33.2075 D  
Employee Stock Option 03/30/2008 03/30/2016 Employee Stock Option 2,311 $ 33.2075 D  
Employee Stock Option 03/30/2009 03/30/2016 Employee Stock Option 3,656 $ 33.2075 D  
Employee Stock Option 02/07/2008 02/07/2017 Employee Stock Option 6,333 $ 23.0825 D  
Employee Stock Option 02/07/2009 02/07/2017 Employee Stock Option 6,333 $ 23.0825 D  
Employee Stock Option 02/07/2010 02/07/2017 Employee Stock Option 2,002 $ 23.0825 D  
Employee Stock Option 02/07/2010 02/07/2017 Employee Stock Option 2,200 $ 23.0825 D  
Employee Stock Option 02/04/2012 02/04/2019 Employee Stock Option 5,841 $ 17.1175 D  
Employee Stock Option 02/03/2011 02/03/2020 Employee Stock Option 5,758 $ 26.2075 D  
Employee Stock Option 02/03/2012 02/03/2020 Employee Stock Option 5,759 $ 26.2075 D  
Employee Stock Option 02/03/2013 02/03/2020 Employee Stock Option 5,759 $ 26.2075 D  
Employee Stock Option 02/02/2012 02/02/2021 Employee Stock Option 3,626 $ 51.695 D  
Employee Stock Option 02/02/2013 02/02/2021 Employee Stock Option 3,625 $ 51.695 D  
Employee Stock Option 02/02/2014 02/02/2021 Employee Stock Option 3,625 $ 51.695 D  
Employee Stock Option 02/08/2013 02/08/2022 Employee Stock Option 3,169 $ 85.08 D  
Employee Stock Option 02/08/2014 02/08/2022 Employee Stock Option 3,169 $ 85.08 D  
Employee Stock Option 02/08/2015 02/08/2022 Employee Stock Option 3,169 $ 85.08 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stanton Alexander L
200 POWELL PLACE
BRENTWOOD, TN 37027
      Senior VP Supply Chain  

Signatures

By: /s/ Alexander L. Stanton 10/11/2012
**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) Represents restricted stock units granted under the Tractor Supply Company 2009 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock. The restricted stock units vest on the third anniversary of the date of grant.

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