EXHIBIT 3.1

                      THIRD CERTIFICATE OF AMENDMENT TO THE
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             TRACTOR SUPPLY COMPANY

        Tractor Supply Company (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify as follows:

        1.      The name of the Corporation is Tractor Supply Company. The
Corporation was originally incorporated under the name TSC Acquisition, Inc. The
Certificate of Incorporation of the Corporation was originally filed with the
Secretary of State of the State of Delaware on December 2, 1982. A Restated
Certificate of Incorporation of the Corporation dated as February 14, 1994 was
filed with the Delaware Secretary of State, and has been amended by (i) a
Certificate of Amendment dated as of April 28, 1995, filed with the Delaware
Secretary of State, and (ii) a Certificate of Amendment dated as of May 13,
1997, filed with the Delaware Secretary of State (the Restated Certificate of
Incorporation, as amended, the "Certificate of Incorporation").

        2.      This Third Certificate of Amendment was duly adopted by the
Board of Directors and stockholders of the Corporation in accordance with the
provisions of Section 242 of the DGCL.

        3.      This Third Certificate of Amendment amends the Certificate of
Incorporation as follows:

                Article FIFTH of the Certificate of Incorporation is hereby
                deleted in its entirety and replaced with the following:

                "FIFTH: MANAGEMENT AND AFFAIRS OF THE CORPORATION.

                        1.      The number of directors constituting the whole
                Board will be as set forth in the By-Laws of the Corporation.

                        2.      Commencing at the 2005 annual meeting of
                stockholders, directors will be elected at each annual meeting
                of stockholders of the Corporation and will hold office for a
                term expiring at the next annual meeting of stockholders or
                until their successors are elected and qualified or until their
                earlier resignation or removal.

                        3.      In furtherance of and not in limitation of the
                powers conferred by statute, the Board of Directors is expressly
                authorized to make, alter, amend or repeal the By-Laws of the
                Corporation.

                        4.      The election of directors need not be by written
                ballot.



                        5.      Advance notice of stockholder nominations for
                        the election of directors and of business to be brought
                        by stockholders before any meeting of the stockholders
                        of the Corporation shall be given in the manner provided
                        in the By-Laws of the Corporation."

        IN WITNESS WHEROF, the Corporation has caused this Third Certificate of
Amendment to be executed as of this 21st day of April, 2005.


                                         TRACTOR SUPPLY COMPANY


                                         By:    /s/ James F. Wright
                                                ------------------------------
                                         Name:  James F. Wright
                                                ------------------------------
                                         Its:   President and Chief Executive
                                                ------------------------------
                                                Officer
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