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                                                                    EXHIBIT 24.1




                               POWER OF ATTORNEY




                 KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 5, 1996

        
                                        /s/ Joseph H. Scarlett, Jr.  
                                        ---------------------------------
                                        Joseph H Scarlett, Jr.