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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Name and Address of ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker orTrading Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Flood, Thomas O.

Tractor Supply Company (TSCO)

c/o Tractor Supply Company 320 Plus Park Boulevard

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

2/19/03

4/22/03

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

Nashville, TN 37217 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

Transaction Date(Month/Day/Year)

2a.

Deemed ExecutionDate, if any.(Month/Day/Year)

Transaction Code(Instr. 8)

Securities Acquired (A)or Disposed of (D)(Instr. 3, 4 and 5)

Amount of SecuritiesBeneficially OwnedFollowing Reported Transactions(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

Common Stock

24/1822/03

2540,000

$3541.~~0012~~8656

~~176~~136,484

Common Stock

4/22/03

40,000

$41.8656

~~140~~100,000

By Spouse ~~(1)~~

Common Stock

42,314

By 401(k) Plan

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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)

										Code	V		(A)	(D)

	Non-Qualified Stock Option			$7.4688

	Non-Qualified Stock Option			$7.4688

	Non-Qualified Stock Option			$7.4688

	Non-Qualified Stock Option			$6.7149

	Non-Qualified Stock Option			$6.7149

	Non-Qualified Stock Option			$6.7149

	Non-Qualified Stock Option			$17.8150

	Non-Qualified Stock Option			$17.8150

	Non-Qualified Stock Option			$17.8150

	Non-Qualified Stock Option			$39.28

	Non-Qualified Stock Option			$39.28

	Non-Qualified Stock Option			$39.28

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

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)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

1/26/01

1/26/10

Common Stock

1,000

1/26/02

1/26/10

Common Stock

1,000

1/26/03

1/26/10

Common Stock

1,000

1/25/02

1/25/11

Common Stock

1,000

1/25/03

1/25/11

Common Stock

1,000

1/25/04

1/25/11

Common Stock

1,000

1/24/03

1/24/12

Common Stock

1,000

1/24/04

1/24/12

Common Stock

1,000

1/24/05

1/24/12

Common Stock

1,000

1/23/04

1/23/13

Common Stock

500

1/23/05

1/23/13

Common Stock

500

1/23/06

1/23/13

Common Stock

500

Explanation of Responses:

/s/ Thomas O. Flood		2/19/03
/s/ David C. Lewis		4/22/03
**Signature of Reporting Person		Date
David C. Lewis, as Attorney-in-Fact		Date
/s/ David C. Lewis
David C. Lewis, as Attorney-in-Fact

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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