Sec Form 4 Filing - MAXWELL JOSEPH D @ TRACTOR SUPPLY CO /DE/ - 2007-11-01

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 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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1. Name and Address of Reporting Person MAXWELL JOSEPH D 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) 200 POWELL PLACE 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2007 (Street) BRENTWOOD, TN37027 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 21,472 I JKM Partners ( 1 ) Common stock 21,592 I JDM Partners ( 2 ) Common stock 131,487 I By spouse ( 3 ) Common stock 130,969 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 3.3575 01/25/2004 10/31/2008( 4 ) Common stock 2,000 2,000 D Non-qualified stock option $ 8.9075 01/24/2004 10/31/2008( 4 ) Common stock 2,000 2,000 D Non-qualified stock option $ 8.9075 01/24/2005 10/31/2008( 4 ) Common stock 2,000 2,000 D Non-qualified stock option $ 19.64 01/23/2004 10/31/2008( 4 ) Common stock 1,000 1,000 D Non-qualified stock option $ 19.64 01/23/2005 10/31/2008( 4 ) Common stock 1,000 1,000 D Non-qualified stock option $ 19.64 01/23/2006 10/31/2008( 4 ) Common stock 1,000 1,000 D Non-qualified stock option $ 42.65 01/22/2005 10/31/2008( 4 ) Common stock 666 ( 5 ) 666 ( 5 ) D Non-qualified stock option $ 42.65 01/22/2006 10/31/2008( 4 ) Common stock 667 ( 5 ) 667 ( 5 ) D Non-qualified stock option $ 42.65 01/22/2007 10/31/2008( 4 ) Common stock 667 ( 5 ) 667 ( 5 ) D Non-qualified stock option $ 36.395 02/02/2007 10/31/2008( 4 ) Common stock 500 500 D Non-qualified stock option $ 36.395 11/01/2007( 4 ) 10/31/2008( 4 ) Common stock 500 500 D Non-qualified stock option $ 36.395 11/01/2007( 4 ) 10/31/2008( 4 ) Common stock 500 500 D Non-qualified stock option $ 36.395 11/01/2007( 4 ) 10/31/2008( 4 ) Common stock 500 500 D Non-qualified stock option $ 64.445 05/04/2007 10/31/2008( 4 ) Common stock 2,000 2,000 D Deferred stock units ( 6 ) $ 64.445 05/04/2007( 7 ) ( 7 ) Common stock 310 310 D Non-qualified stock option $ 51.285 11/01/2007( 4 ) 10/31/2008( 4 ) Common stock 2,000 2,000 D Deferred stock units ( 6 ) $ 51.285 11/01/2007( 4 )( 7 ) ( 7 ) Common stock 390 390 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAXWELL JOSEPH D 200 POWELL PLACE BRENTWOOD, TN37027 X Signatures Joseph D. Maxwell,By: /s/ David C. Lewis, as Attorney-in-Fact 11/02/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a general partner of the partnership that owns the reported securities. ( 2 )The spouse of the Reporting Person is a general partner of the partnership that owns the reported securities. ( 3 )The Reporting Person disclaims beneficial ownership of all shares held by his spouse. This report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or any other purpose. ( 4 )Effective with his retirement from the Board of Directors on November 1, 2007, Mr. Maxwell's outstanding stock options were modified by the Compensation Committee of the Board of Directors. As a result, all unvested options were immediately accelerated to fully-vested status and the exercise period for all outstanding options was revised to expire one year from the effective date of retirement. ( 5 )Fractional shares are rounded to the nearest whole number. ( 6 )Each deferred stock unit represents a contingent right to receive one share of Tractor Supply Company common stock. ( 7 )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.

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).

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

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