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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 Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

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

Scarlett, Jr., Joseph , H.

Tractor Supply Company (TSCO)

320 Plus Park Blvd.

Statement for Month/Day/Year

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

05/01/2003

(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)

Chief Exec. Officer

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 Execution
Date, if any.
(Month/Day/Year)

Transaction Code
(Instr. 8)

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

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock

5/1/03

4,200

42.5476

2,8901,184

Common Stock

52,308

401(k) Plan

Page 2

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

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3a.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

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

Code

(A)

(D)

Employee Stock Option

19.595 (2)

Employee Stock Option

19.595 (2)

Employee Stock Option

19.595 (2)

Employee Stock Option

43.208 (2)

Employee Stock Option

43.208 (2)

Employee Stock Option

43.208 (2)

Page 3

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

1/24/03

1/24/07

Common stock

33,333 (1)

1/24/04

1/24/07

Common stock

33,333 (1)

1/24/05

1/24/07

Common stock

33,334 (1)

1/23/04

1/23/08

Common stock

16,666 (1)

1/23/05

1/23/08

Common stock

16,666 (1)

1/23/06

1/23/08

Common stock

16,667 (1)

Explanation of Responses:

(1) Fractional shares are rounded to the nearest whole number
(2) Exercise price reflects 110% of the fair value on date of grant, due to ownership position.

Joseph H. Scarlett, Jr. by: /s/ David C. Lewis, as Attorney-in-fact		5/1/2003
**Signature of Reporting Person		Date

**		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.

Page 4

SCARLETT JOSEPH H JR 4