Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LUNDQUIST NICHOLAS J
  2. Issuer Name and Ticker or Trading Symbol
FASTENAL CO [FAST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice-President
(Last)
(First)
(Middle)
2001 THEURER BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2011
(Street)

WINONA, MN 55987
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/24/2011   P   3,400 (1) A $ 32.55 116,000 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)
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 Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LUNDQUIST NICHOLAS J
2001 THEURER BOULEVARD
WINONA, MN 55987
      Executive Vice-President  

Signatures

 /s/ John Milek, Attorney-in-Fact   05/25/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were acquired by the reporting person's spouse who purchased directly 3000 shares of issuer's common stock and purchased 400 shares of issuer's common stock for the custodian account of the reporting person's children, which the reporting person is a custodian. After this transaction, the reporting person's spouse holds 15,000 shares of issuer's common stock and the custodian account of the reporting person's children holds 10,000 shares of issuer's common stock. The reporting person disclaims beneficial ownership of the shares reported under this footnote. The amounts reported within this footnote reflect the issuers stock split effective on May 20, 2011.
(2) As noted in footnote 1, the reporting person's spouse holds an additional 15,000 shares of issuer's common stock and the reporting person holds an additional 10,000 shares of issuer's common stock as custodian for his children. The reporting person disclaims beneficial ownership of these shares. Also, the reporting person holds stock options to acquire an additional 190,000 shares of issuers common stock and approximately 2,758 shares are attributed to the reporting person's 401(k) plan as of December 31, 2010. The amounts reported within this footnote (excluding the shares in the 401(k) plan) reflect the issuers stock split effective May 20, 2011.

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