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                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-35317) of Tractor Supply Company of our report
dated January 22, 1998 appearing on page 16 of the Annual Report to
Stockholders which is incorporated in this Annual Report on Form 10-K.


/s/ PRICE WATERHOUSE LLP
Nashville, Tennessee
March 18, 1998