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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Commission file number              000-23314            

TRACTOR SUPPLY COMPANY

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [  ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

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TRACTOR SUPPLY COMPANY

INDEX

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PART I. FINANCIAL INFORMATION

Item  1.   Financial Statements

TRACTOR SUPPLY COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands)

The accompanying notes are an integral part of this statement.

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TRACTOR SUPPLY COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

The accompanying notes are an integral part of this statement.

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TRACTOR SUPPLY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

The accompanying notes are an integral part of this statement.

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TRACTOR SUPPLY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Significant Accounting Policies:

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 29, 2001. The results of operations for the fiscal three-month and nine-month periods are not necessarily indicative of results for the full fiscal year.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to December 31.

Revenue Recognition

The Company recognizes revenue when sales transactions occur and customers take possession of the merchandise. A provision for anticipated merchandise returns is provided in the period during which the related sales are recorded.

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently requires estimates and assumptions by management that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. Actual results could differ from those estimates.

Significant estimates and assumptions by management primarily impact the following key financial areas:

	Inventory Valuation
	The Company identifies potentially excess and slow-moving inventory by evaluating turn rates and overall inventory levels. Excess quantities are identified through the application of benchmark turn targets and historical sales experience. Further, exposure to inadequate realization of carrying value is identified through analysis of gross margin achievement and markdown experience, in combination with all merchandising initiatives. This reserve is based on management’s current knowledge with respect to inventory levels, sales trends and historical experience relating to the liquidation of discontinued inventory. Management does not believe the Company’s merchandise inventories are subject to significant risk of obsolescence in the near-term, and management has the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns could result in the need for additional reserves.
	Inventory Shrinkage
	The Company estimates its expected shrinkage of inventory between physical inventory counts by assessing the chain-wide average shrinkage experience rate, applied to the related period’s sales volume. Such assessments are updated on a regular basis for the most recent individual store experiences.
	Sales Returns
	The Company generally honors customer refunds within 30 days of the original purchase, with the supporting receipt. The Company estimates its reserve for likely customer returns based on the average refund experience in relation to sales for the related period. Due to the seasonality of the Company’s sales, the refund experience can vary, depending on the fiscal quarter of measurement.

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	Self-insurance
	The Company is self-insured for certain losses relating to worker’s compensation, automobile, general and product liability claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the aggregate liability for uninsured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to adequately record estimated losses related to claims, it is possible that actual results could significantly differ from recorded self-insurance liabilities.

Inventories

The value of the Company’s inventories was determined using the lower of last-in, first-out (LIFO) cost or market. Inventories are not in excess of market value. Quarterly inventory determinations under LIFO are based on assumptions as to projected inventory levels at the end of the fiscal year, sales for the year and the rate of inflation/ deflation for the year. If the first-in, first-out (FIFO) method of accounting for inventory had been used, inventories would have been approximately $6,631,000 higher than reported at September 28, 2002 and December 29, 2001.

Store Pre-opening Costs

Non-capital expenditures incurred in connection with opening new stores are charged to operations as incurred.

Property and Equipment

Property and equipment are carried at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Improvements to leased premises are amortized using the straight-line method over the life of the lease, or the useful life of the improvement, whichever is shorter. The following estimated useful lives are generally applied:

Impairment of Long-Lived Assets

On December 30, 2001, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized on assets classified as held and used when the sum of undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value. Impairment on long-lived assets to be disposed of is recognized by writing down the related assets to their fair value (less costs to sell, as appropriate), when the criteria have been met for the asset to be classified as held for sale or disposal.

Derivative Instruments and Hedging Activities

The Company has entered into an interest rate swap agreement as a means of managing its interest rate exposure. This agreement has the effect of converting certain of the Company’s variable rate obligations to fixed rate obligations. Net amounts paid or received are reflected as adjustments to interest expense. The Company’s interest rate swap agreement is designated as a cash flow hedge.

The Company recognized all derivative instruments in its balance sheet at fair value, adjusting the carrying value of the interest rate swap to reflect its current fair value. The related gain or loss on the swap is deferred in stockholders’ equity (as a component of comprehensive income). The deferred gain or loss is recognized in income in the period in which the related interest rate payments being hedged have been recognized as expense. However, to the extent that the change in value of an interest rate swap contract does not perfectly offset the change in the interest rate payments being hedged, that ineffective portion is immediately recognized as expense.

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Note 2 — Seasonality:

The Company’s business is highly seasonal, with a significant portion of its sales and a majority of its income generated in the second fiscal quarter. The Company typically operates at a loss in the first fiscal quarter.

Note 3 — Comprehensive Income:

Comprehensive income includes the change in the fair value of the Company’s interest rate swap agreement, which qualifies for hedge accounting. Comprehensive income for each period is as follows (in thousands):

Note 4 — Gain on Proceeds from Life Insurance:

In April 2001, a former executive of the Company, on whom the Company carried a life insurance policy, passed away. As a result of the related coverage, the Company realized a $2.2 million gain on the benefit proceeds.

Note 5 — Significant Asset Purchase:

On December 31, 2001, the Company, through a joint venture with Great American Group, Gordon Brothers Retail Partners, LLC and DJM Asset Management LLC, was the successful bidder at a liquidation bankruptcy auction for the buildings, improvements, fixtures and lease rights of certain retail stores formerly operated by Quality Stores, Inc., a debtor and debtor in possession under Chapter 11 of the United States Bankruptcy Code. The bid, which was approved by the United States Bankruptcy Court for the Western District of Michigan, provided for the Joint Venture to act as exclusive agent for the disposition of substantially all of the store assets located in New York, Pennsylvania, Virginia, Maryland, West Virginia, Delaware, Kentucky, Ohio, Indiana and Michigan. The Company’s contribution to the bid totaled $34 million and was funded entirely through the Company’s Senior Credit Facility.

Under its agreement with the other joint venture partners, the Company acquired the buildings for approximately 24 retail stores, assumed the building lease rights for approximately 76 additional retail stores and acquired the related equipment, furniture and fixtures. The liquidation of the existing inventory by other members of the joint venture was completed in late February 2002, with the Company having conducted hiring, training, refurbishment and merchandising efforts throughout the first fiscal quarter. As of September 28, 2002 the Company has opened 87 of the locations as new Tractor Supply Company stores and nine of the locations as relocations of existing Tractor Supply Company stores. The transition of these locations to Tractor Supply Company stores is now complete.

The Company intends to sell five excess buildings acquired in the purchase and is actively marketing these locations. The sale of these locations is expected within twelve months. The assigned value for these five locations is approximately $4.3 million and has been separately classified in the consolidated balance sheet at September 28, 2002.

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Note 6 – Senior Credit Facility:

In August 2002, the Company entered into a replacement unsecured senior revolving credit facility with Bank of America, N.A., as agent for a lender group, expanding the maximum available borrowings from $125 million to $155 million, extending the maturity to February 2006 and increasing the number of participating banks from seven to ten. The Credit Facility bears interest at either the bank’s prime rate (4.75% at September 28, 2002) or the Eurodollar Rate, as defined in the agreement.

Note 7 – Net Income Per Share:

Basic net income per share is based on the weighted average outstanding common shares. Diluted net income per share is based on the weighted average outstanding common shares and reflects basic net income per share reduced by the dilutive effect of stock options.

Net income per share is calculated as follows (in thousands, except per share amounts):

On July 18, 2002, the Company’s Board of Directors approved a two-for-one split of the Company’s common stock. As a result, stockholders received one additional share on August 19, 2002 for each share held as of the record date of August 2, 2002. The par value of the Company’s common stock remains $0.008. All share and per share data included in the consolidated financial statements and notes thereto has been restated to give effect to the stock split.

Note 8 – Impact of Recently Issued Accounting Standards:

In April 2002, the Financial Accounting Standards Board issued Statement of Financial Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections,” requiring all material gains and losses from extinguishment of debt to be reclassified as an extraordinary item, net or related income tax effect. SFAS No. 145, which applies to all entities, is effective for fiscal years beginning after May 15, 2002. The Company expects that the adoption of SFAS No.145 during fiscal 2003 will have no impact of the Company’s financial position or results of operations.

In June 2002, the Financial Accounting Standards Board issued Statement of Financial Standards No. 146, “Accounting for Costs Associated with Extinguishment of Disposal Activities,” requiring that a liability for a cost associated with an exit or disposed activity be recognized when the liability is incurred. SFAS No. 146, which applies to all entities, is effective for exit or disposal activities that are initiated after December 31, 2002.

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Item  2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis describes certain factors affecting Tractor Supply Company’s (the “Company”) results of operations for the fiscal three and nine-month periods ended September 28, 2002 and September 29, 2001, and significant developments affecting its financial condition since the end of the fiscal year, December 29, 2001, and should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 29, 2001. The following discussion and analysis also contains certain historical and forward-looking information. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (“the Act”). All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy, expansion and growth of the Company’s business operations and other such matters are forward-looking statements. To take advantage of the safe harbor provided by the Act, the Company is identifying certain factors that could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by or on behalf of the Company.

All phases of the Company’s operations are subject to influences outside its control. Any one, or a combination, of these factors could materially affect the results of the Company’s operations. These factors include general economic cycles affecting consumer spending, weather factors, operating factors affecting customer satisfaction, consumer debt levels, pricing and other competitive factors, the ability to attract, train and retain highly-qualified employees, the ability to identify suitable locations and negotiate favorable lease agreements on new and relocated stores, the timing and acceptance of new products in the stores, the mix of goods sold, the continued availability of favorable credit sources, capital market conditions, in general, and the seasonality of the Company’s business. Forward-looking statements made by or on behalf of the Company are based on knowledge of its business and the environment in which it operates, but because of the factors listed above, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business and operations.

After the close of fiscal year 2001, the United States Bankruptcy Court approved a transaction for the sale of certain assets of Quality Stores, Inc. The Company purchased the real property for 24 stores, assumed the building lease rights for approximately 76 additional stores and acquired the related equipment, furniture and fixtures. Total consideration, including estimated transaction costs, was approximately $35 million. This transaction, in combination with the Company’s base plan for store openings, represents a growth plan for fiscal 2002 which is approximately four times the historical unit store growth plan for a single year. The Company has devoted substantial resources toward this endeavor and incurred considerable cost to ensure the stores were opened in accordance with the planned strategy. As of September 28, 2002 the Company has opened 87 of the locations as new Tractor Supply Company stores and nine of the locations as relocations of existing Tractor Supply Company stores. The transition of these locations to Tractor Supply Company stores is now complete.

Results of Operations

The Fiscal Three Months (Third Quarter) and Nine Months Ended September 28, 2002 and September 29, 2001

Net sales increased 48.5% to $296.2 million for the third quarter of fiscal 2002 from $199.4 million for the third quarter of fiscal 2001. Net sales rose 40.1% to $882.1 million for the first nine months of fiscal 2002 from $629.4 million for the first nine months of fiscal 2001. The sales increase resulted primarily from the addition of new stores and, to a lesser extent, comparable store sales performance. Comparable store sales increased 7.7% for the third quarter of fiscal 2002 and increased 10.7% for the first nine months of fiscal 2002 over the corresponding periods in the prior fiscal year. The significant improvement in both net sales and comparable store sales in the third quarter of fiscal 2002 is due primarily to new merchandising programs, special promotions and improved in-store execution. The Company opened a total of five new stores in the third quarter of fiscal 2002 compared to four in the prior year.

The Company has opened 114 new stores and closed three stores since the third quarter of fiscal 2001, representing a 35.6% growth in unit count. For the first nine months of fiscal 2002, the Company opened 111 new stores (compared to 15 in the prior year), closed three stores and relocated 12 stores (compared to none in the prior year). Additionally, the Company experienced favorable moisture conditions, market share gains in certain markets, and

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new merchandising programs and executed more aggressive marketing initiatives. The Company is planning two additional new store openings in the fourth quarter, as well as four store relocations.

The gross margin rate for the third quarter of fiscal 2002 increased 1.3 percentage points to 28.4% of sales for the third quarter of fiscal 2002 and increased 1.0 percentage point to 27.7% of sales for the first nine months of fiscal 2002 compared with the corresponding periods in the prior fiscal year. These gross margin rate improvements for the third quarter of fiscal 2002 and the first nine months of fiscal 2002 were primarily due to improved product costs (including favorable deflationary LIFO experience in the third quarter), changes in the sales mix and improved leveraging of freight costs.

As a percent of sales, selling, general and administrative (“SG&A”) expenses decreased 0.9 percentage point to 22.3% of sales in the third quarter of fiscal 2002 and increased 1.0 percentage point to 22.1% of sales for the first nine months of fiscal 2002. The improved SG&A leverage in the third quarter was primarily attributed to the comparable store sales performance. For the first nine months of fiscal 2002, the increase reflects incremental pre-tax costs of $10.7 million for pre-opening costs related to the 87 new stores, transition and training costs related to the 87-store expansion, costs for store relocations and three store closings and incremental general and administrative costs related to the expansion. Exclusive of these incremental costs related to the expansion, SG&A expense, as a percent of sales, decreased 0.2 percentage point to 20.9% for the first nine months of fiscal 2002. On an absolute basis, SG&A expenses increased 43.1% to $66.2 million in the third quarter of fiscal 2002 and increased 47.2% to $195.2 million for the first nine months of fiscal 2002. These increases primarily reflect the incremental expansion costs, the incremental costs associated with the new stores opened since the third quarter of fiscal 2001, as well as higher variable store operating costs associated with the same-store sales increase and higher incentive compensation accruals.

Depreciation and amortization expense increased 61.8% and 44.9% over the prior year for the third quarter and the first nine months of fiscal 2002, respectively, due mainly to costs associated with new stores.

Net interest expense increased 23.1% to $1.3 million in the third quarter of fiscal 2002, but decreased 3.6% to $3.5 million in the first nine months of fiscal 2002, due to changes in average total borrowings which were primarily attributable to lower average per store inventory balances, improved same-store sales performance and better leverage of vendor short-term trade credit.

In April 2001, a former executive of the Company, on whom the Company carried a life insurance policy, passed away. As a result of the related coverage, the Company realized a $2.2 million gain on the benefit proceeds.

The Company’s effective tax rate decreased to 35.3% for the third quarter of fiscal 2002 compared with 38.0% the third quarter of fiscal 2001. Exclusive of the non-taxable $2.1 million gain on the proceeds of life insurance, the Company’s effective tax rate decreased to 38% in the first nine months of fiscal 2002, compared to 39.5% for the first nine months of fiscal 2001. The effective tax rate decreased primarily due to reductions in applicable state taxes.

As a result of the foregoing factors, net income for the third quarter of fiscal 2002 increased 221.7% to $7.8 million from $2.4 million for the third quarter of fiscal 2001, and net income per share (assuming dilution) for the third quarter of fiscal 2002 increased 200% to $.39 per share from $.13 per share for the third quarter of last year. Net income for the first nine months of fiscal 2002 increased 30.3% to $21.1 million from $16.2 million for the first nine months of fiscal 2001, and net income per share (assuming dilution)

for the first nine months of fiscal 2002 increased 18.7% to $1.08 per share from $.91 per share last year. As a percentage of sales, net income increased 1.5 percentage points to 2.7% of sales for the third quarter of fiscal 2002 from 1.2% of sales for the third quarter of fiscal 2001 and decreased .2 percentage point to 2.4% of sales for the first nine months of fiscal 2002 from 2.6% of sales for the first nine months of fiscal 2001. Exclusive of the $10.7 million pre-tax incremental expansion costs ($6.7 million, net of the related tax expense) in the first nine months of fiscal 2002 and the $2.2 million gain on life insurance proceeds in the first nine months of fiscal 2001, net income for the first nine months of fiscal 2002 increased 97.9% to $27.8 million from $14.0 million in the first nine months of fiscal 2001 and net income per diluted share increased 79.7% to $1.42 from $0.79 for the first nine months of fiscal 2001.

Liquidity and Capital Resources

In addition to normal operating expenses, the Company’s primary ongoing cash requirements are those necessary for the Company’s expansion, remodeling and relocation programs, including inventory purchases and capital

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expenditures. The Company’s primary ongoing sources of liquidity are funds provided from operations, commitments available under its revolving credit agreement and short-term trade credit.

The Company’s inventory and accounts payable levels typically build in the first fiscal quarter and again in the third fiscal quarter in anticipation of the spring and fall selling seasons. At September 28, 2002, the Company’s inventories had increased $111.4 million to $333.4 million from $222.0 million at December 29, 2001. This increase resulted primarily from additional inventory for new stores and planned inventory increases in seasonal product lines. Short-term trade credit, which represents a source of financing for inventory, increased $52.9 million to $133.8 million at September 28, 2002 from $81.0 million at December 29, 2001. Trade credit arises from the Company’s vendors granting payment terms for inventory purchases. Payment terms vary from 30 days to 180 days depending on the inventory product.

At September 28, 2002, the Company had working capital of $166.7 million, which represented a $44.4 million increase from December 29, 2001. This increase resulted primarily from an increase in inventories without a corresponding increase in accounts payable, offset, in part, by an increase in accrued expenses (due largely to growth in operations and timing of payments).

Operations used net cash of $3.3 million and provided net cash of $25.9 million in the first nine months of fiscal 2002 and 2001, respectively. The decrease in net cash provided in the first nine months of fiscal 2002 resulted primarily from inventories increasing at a faster rate than accounts payable in the first nine months of 2002 compared to the first nine months of 2001, offset, in part, by accrued expenses increasing at a faster rate compared to the prior year (primarily due to the growth in new stores, higher incentive compensation accruals and, to some extent, timing of payments).

Cash used in investing activities of $55.1 million for the first nine months of fiscal 2002 represented a $47.6 million increase over cash used in the first nine months of fiscal 2001 of $7.5 million. The increase in cash used in the first nine months of fiscal 2002 reflects an increase in capital expenditures as compared to the first nine months of fiscal 2001 (mainly due to opening 111 new stores during the first nine months of 2002 compared to 15 new stores during the first nine months of 2001).

Financing activities in the first nine months of fiscal 2002 provided $63.8 million in cash, which represented a $77.2 million increase over the $13.4 million in net cash used in the first nine months of fiscal 2001. This increase in net cash provided resulted primarily from net borrowings under the Credit Agreement of approximately $61.8 million during the first nine months of fiscal 2002 compared to net repayments of approximately $11.0 million during the first nine months of fiscal 2001. Additionally, the Company received proceeds of approximately $3.8 million from the issuance of common stock during the first nine months of fiscal 2002 compared to approximately $0.3 million during the first nine months of fiscal 2001. These conditions were partially offset by repayments of other long-term debt of approximately $1.6 million during the first nine months of fiscal 2002 compared to approximately $5.1 million during the first nine months of fiscal 2001.

In August 2002, the Company entered into a replacement unsecured senior revolving credit facility with Bank of America, N.A., as agent for a lender group, expanding the maximum available borrowings from $125 million to $155 million, extending the maturity to February 2006 and increasing the number of participating banks from seven to ten.

The Company believes that its cash flow from operations, borrowings available under its credit agreements and short-term trade credit will be sufficient to fund the Company’s operations and its current growth and expansion plans.

Item  3.   Quantitative and Qualitative Disclosures About Market Risk

The Company has entered into an interest rate swap agreement as a means of managing its interest rate exposure. This agreement has the effect of converting certain of the Company’s variable rate obligations to fixed rate obligations. Net amounts paid or received are reflected as adjustments to interest expense.

The Company applies Statements of Financial Accounting Standards Nos. 133, 137, and 138 (collectively “SFAS 133”) in the accounting for derivatives and hedging activities. SFAS 133 requires the Company to recognize all derivative instruments in the balance sheet at fair value. SFAS 133 impacts the accounting for the Company’s interest rate swap agreement. (The Company’s interest rate swap agreement is designated as a cash flow hedge.) At

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September 28, 2002 and September 29, 2001, the interest rate swap agreement related to variable-rate debt of $77.0 million and $8.2 million, respectively. The fair value of the interest rate swap was a liability of $2.0 million at September 28, 2002 and $2.6 million at September 29, 2001. The interest rate swap agreement expires in November 2003.

The Company is exposed to changes in interest rates primarily from its variable-rate, long-term debt arrangements. Under its current policies, the Company uses interest rate swaps to manage exposure to interest rate changes for a portion of its debt arrangements. Taking into account the effects of interest rate swaps designated as hedges, a hypothetical 100 basis point adverse move (increase) in interest rates along the entire interest rate yield curve would result in approximately $496,000 of additional interest expense and would not impact the fair market value of the long-term debt.

Although the Company cannot accurately determine the precise effect of inflation on its operations, it does not believe its sales or results of operations have been materially affected by inflation. The Company has been successful, in many cases, in reducing or mitigating the effects of inflation principally by taking advantage of vendor incentive programs, economies of scale from increased volume of purchases and selective buying from the most competitive vendors without sacrificing quality.

Item  4.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Within 90 days prior to the date of the filing of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934) are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation referred to above.

PART II. OTHER INFORMATION

Item  5.   Other Information

Effective as of July 18, 2002, Cynthia T. Jamison was elected to the Board of Directors of the Company for a one-year term expiring in April 2003.

Item  6.   Exhibits and Reports on Form 8-K

(a)

Exhibits

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	(b)		Reports on Form 8-K
			None.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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CERTIFICATIONS

I, Joseph H. Scarlett, Jr., certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;
2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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I, Calvin B. Massmann, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;
2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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