March 30, 2005


Mail Stop 05-10

Calvin B. Massmann
Senior Vice President, Chief Financial Officer and Treasurer
Tractor Supply Company
200 Powell Place
Brentwood, Tennessee 37027


Re:	Tractor Supply Company
	Form 10-K for the fiscal year ended December 25, 2004
      File No. 000-23314

Dear Mr. Massmann:

		We have reviewed your filing and have the following
comments.  This is to advise you that we reviewed only those
portions
of the above filings that relate to the Item 9A disclosure and the
accounting for leases and leasehold improvements.  No further
review
of the filing has been or will be made.  If you disagree with a
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 9A.

Evaluation of Disclosure Controls and Procedures
1. We note your disclosure that your principal executive officer
and
principal financial officer concluded that the controls and
procedures "were not effective to ensure that the information
required to be disclosed by the Company in the reports that it
files
or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified
in SEC rules and forms."  Revise to clarify, if true, that your
officers concluded that your disclosure controls and procedures
were
also not effective to ensure that information required to be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your principal executive officer and principal financial officer,
to
allow timely decisions regarding required disclosure.  See
Exchange
Act Rule 13a-15(e).
2. We note a material weakness in the company`s internal controls
was
identified and that previously issued financial statements were
restated. Revise to disclose, if true, that no additional
remediation
is necessary to cure the material weakness.  Otherwise, disclose
any
additional steps that the company plans to take to cure the
material
weakness.  In addition, disclose when the material weakness first
began.

Management`s Report on Internal Control over Financial Reporting
3. We note your disclosure on page 29 that the Company`s internal
control over financial reporting is "designed to provide
reasonable
assurance to the Company`s management and Board of Directors
regarding the preparation and fair presentation of published
financial statements."  Please revise to state, if true, that the
controls and procedures are designed to provide reasonable
assurance
that the controls and procedures will meet their objectives, not
that
they are designed to provide reasonable assurance to management.


		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	You may contact Mindy Hooker, Staff Accountant, at (202) 824-
5459 or in her absence, Nathan Cheney, Assistant Chief Accountant,
at
(202) 942-1804 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tamara
Brightwell, Staff Attorney, at (202) 824-5221 or in her absence,
Leslie Sheppard, Senior Staff Attorney, at (202) 942-1887, or me
at
(202) 942-1950 with any other questions.


Sincerely,


Pamela A. Long
Assistant Director

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Tractor Supply Company
March 30, 2005
Page 1 of 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE