Sec Form 4 Filing - RODGERS JOSEPH M @ TRACTOR SUPPLY CO /DE/ - 2008-05-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RODGERS JOSEPH M 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) 05/01/2008 (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 32,200 D

Common stock 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 options $ 3.7344 01/26/2003 05/01/2009( 1 ) Common stock 2,000 2,000 D Non-qualified stock options $ 3.3574 01/25/2003 05/01/2009( 1 ) Common stock 2,000 2,000 D Non-qualified stock options $ 3.3574 01/25/2004 05/01/2009( 1 ) Common stock 2,000 2,000 D Non-qualified stock options $ 8.9075 01/24/2003 05/01/2009( 1 ) Common stock 2,000 2,000 D Non-qualified stock options $ 8.9075 01/24/2004 05/01/2009( 1 ) Common stock 2,000 2,000 D Non-qualified stock options $ 8.9075 01/24/2005 05/01/2009( 1 ) Common stock 2,000 2,000 D Non-qualified stock options $ 19.64 01/23/2004 05/01/2009( 1 ) Common stock 1,000 1,000 D Non-qualified stock options $ 19.64 01/23/2005 05/01/2009( 1 ) Common stock 1,000 1,000 D Non-qualified stock options $ 19.64 01/23/2006 05/01/2009( 1 ) Common stock 1,000 1,000 D Non-qualified stock options $ 42.65 01/22/2005 05/01/2009( 1 ) Common stock 666 ( 2 ) 666 ( 2 ) D Non-qualified stock options $ 42.65 01/22/2005 05/01/2009( 1 ) Common stock 667 ( 2 ) 667 ( 2 ) D Non-qualified stock options $ 42.65 01/22/2006 05/01/2009( 1 ) Common stock 667 ( 2 ) 667 ( 2 ) D Non-qualified stock options $ 36.395 02/02/2007 05/01/2009( 1 ) Common stock 500 500 D Non-qualified stock options $ 36.395 02/02/2008 05/01/2009( 1 ) 500 500 D Non-qualified stock options $ 36.395 05/01/2008( 1 ) 05/01/2009( 1 ) Common stock 500 500 D Non-qualified stock options $ 36.395 05/01/2008( 1 ) 05/01/2009( 1 ) Common stock 500 500 D Non-qualified stock options $ 64.445 05/04/2007 05/01/2009( 1 ) Common stock 2,000 2,000 D Deferred stock units ( 3 ) $ 64.445 05/04/2007( 4 ) ( 4 ) Common stock 310 310 D Non-qualified stock options $ 51.285 05/02/2008( 1 ) 05/01/2009( 1 ) Common stock 2,000 2,000 D Deferred stock units ( 3 ) $ 51.285 05/02/2008( 1 )( 4 ) ( 4 ) Common stock 390 390 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RODGERS JOSEPH M 200 POWELL PLACE BRENTWOOD, TN37027 X Signatures Joseph M. Rodgersby: /s/ David C. Lewis, Attorney-in-fact 05/02/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective with his retirement from the Board of Directors on May 1, 2008, Mr. Rodgers' outstanding stock options werer 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. ( 2 )Fractional shares are rounded to the nearest whole number. ( 3 )Each deferred stock unit represents a contingent right to receive one share of Tractor Supply Company common stock. ( 4 )The deferred stock units vest on the first anniversary of the date of grant. 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).

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