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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL 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

o	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
o	Form 3 Holdings Reported
o	Form 4 Transactions Reported

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

3.

I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

Maxwell, Joseph D. (Last) (First) (Middle)

Tractor Supply Company (TSCO)

c/o Tractor Supply Company 320 Plus Park Boulevard

4.

Statement for Month/Year

5.

If Amendment, Date of Original (Month/Year)

12/02

(Street)

6.

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

7.

Individual or Joint/Group Reporting (Check Applicable Line)

Nashville, TN 37217 (City)        (State)        (Zip)

x

Director

o

10% Owner

x

Form filed by One Reporting Person

o

Officer (give title below)

o

Form filed by More than One Reporting Person

o

Other (specify below)

*

If the form is filed by more than one reporting person, see instruction 4(b)(v).

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Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Common Stock

215,9682

D

Common Stock

419,9682

I

By Spouse1

Page 2

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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 (Month/Day/Year)	3A.	Deemed Execution Date, if any (Month/Day/Year)	4.	Transaction Code (Instr. 8)		5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
														(A)	(D)
	Non-Qualified Stock Option			$10.002
	Non-Qualified Stock Option			$10.002
	Non-Qualified Stock Option			$10.002
	Non-Qualified Stock Option			$8.8752
	Non-Qualified Stock Option			$8.8752
	Non-Qualified Stock Option			$8.8752
	Non-Qualified Stock Option			$7.21882
	Non-Qualified Stock Option			$7.21882
	Non-Qualified Stock Option			$7.21882
	Non-Qualified Stock Option			$12.90632
	Non-Qualified Stock Option			$12.90632
	Non-Qualified Stock Option			$12.90632
	Non-Qualified Stock Option			$7.46882
	Non-Qualified Stock Option			$7.46882
	Non-Qualified Stock Option			$7.46882
	Non-Qualified Stock Option			$6.71492
	Non-Qualified Stock Option			$6.71492
	Non-Qualified Stock Option			$6.71492
	Non-Qualified Stock Option			$17.81502
	Non-Qualified Stock Option			$17.81502
	Non-Qualified Stock Option			$17.81502

Page 3

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

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 at End of Year (Instr. 4)

10.

Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1/22/00

1/22/07

Common Stock

3332,3

3332,3

D

1/22/01

1/22/07

Common Stock

3332,3

3332,3

D

1/22/02

1/22/07

Common Stock

3342,3

3342,3

D

8/15/00

8/15/07

Common Stock

1,6662,3

1,6662,3

D

8/15/01

8/15/07

Common Stock

1,6672,3

1,6672,3

D

8/15/02

8/15/07

Common Stock

1,6672,3

1,6672,3

D

1/21/01

1/21/08

Common Stock

3332,3

3332,3

D

1/21/02

1/21/08

Common Stock

3332,3

3332,3

D

1/21/03

1/21/08

Common Stock

3342,3

3342,3

D

1/20/00

1/20/09

Common Stock

1,0002

1,0002

D

1/20/01

1/20/09

Common Stock

1,0002

1,0002

D

1/20/02

1/20/09

Common Stock

1,0002

1,0002

D

1/26/01

1/26/10

Common Stock

1,0002

1,0002

D

1/26/02

1/26/10

Common Stock

1,0002

1,0002

D

1/26/03

1/26/10

Common Stock

1,0002

1,0002

D

1/25/02

1/25/11

Common Stock

1,0002

1,0002

D

1/25/03

1/25/11

Common Stock

1,0002

1,0002

D

1/25/04

1/25/11

Common Stock

1,0002

1,0002

D

1/24/03

1/24/12

Common Stock

1,0002

1,0002

D

1/24/04

1/24/12

Common Stock

1,0002

1,0002

D

1/24/05

1/24/12

Common Stock

1,0002

1,0002

D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of all shares held by his spouse. This report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

2. Reflects impact of two-for-one stock split on August 2, 2002.

3. Fractional shares are rounded to the closest whole number.

/s/ Joseph D. Maxwell		2/5/03
**Signature of Reporting Person		Date
/s/ David C. Lewis
David C. Lewis, as Attorney-in-Fact

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**		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 provided is insufficient, see Instruction 6 for procedure.

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