Edgar Filing: VELLA KIMBERLY D

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â 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,Â TNÂ 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	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option	01/26/2005	01/26/2010	Common stock	4,000	$ 3.7344	D	Â
Employee stock option	01/25/2004	01/25/2011	Common stock	5,866 ⁽¹⁾	$ 3.3574	D	Â
Employee stock option	01/25/2005	01/25/2011	Common stock	5,867 ⁽¹⁾	$ 3.3574	D	Â
Employee stock option	01/25/2006	01/25/2011	Common stock	5,867 ⁽¹⁾	$ 3.3574	D	Â
Employee stock option	01/24/2003	01/24/2012	Common stock	6,666 ⁽¹⁾	$ 8.9075	D	Â
Employee stock option	01/24/2004	01/24/2012	Common stock	6,667 ⁽¹⁾	$ 8.9075	D	Â
Employee stock option	01/24/2005	01/24/2012	Common stock	6,667 ⁽¹⁾	$ 8.9075	D	Â
Employee stock option	01/23/2004	01/23/2013	Common stock	3,333 ⁽¹⁾	$ 19.64	D	Â
Employee stock option	01/23/2005	01/23/2013	Common stock	3,333 ⁽¹⁾	$ 19.64	D	Â
Employee stock option	01/23/2006	01/23/2013	Common stock	3,334 ⁽¹⁾	$ 19.64	D	Â
Employee stock option	01/22/2005	01/22/2014	Common stock	2,500	$ 42.65	D	Â
Employee stock option	01/22/2006	01/22/2014	Common stock	2,500	$ 42.65	D	Â
Employee stock option	01/22/2007	01/22/2014	Common stock	2,500	$ 42.65	D	Â
Employee stock option	02/02/2007	02/02/2015	Common stock	1,875	$ 36.395	D	Â
Employee stock option	02/02/2008	02/02/2015	Common stock	1,875	$ 36.395	D	Â
Employee stock option	02/02/2009	02/02/2015	Common stock	1,875	$ 36.395	D	Â
Employee stock option	02/02/2010	02/02/2015	Common stock	1,875	$ 36.395	D	Â
Employee stock option	02/09/2007	02/09/2016	Common stock	3,333	$ 61.27	D	Â
Employee stock option	02/09/2008	02/09/2016	Common stock	3,334	$ 61.27	D	Â
Employee stock option	02/09/2009	02/09/2016	Common stock	3,334	$ 61.27	D	Â

Reporting Owners

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

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.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.