FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

[NO FEE REQUIRED]
For the fiscal year ended February 2, 19971, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[NO FEE REQUIRED]

Commission File Number 1-8207

THE HOME DEPOT, INC.
(Exact name of Registrant as specified in its charter)

DELAWAREDelaware
(State or other jurisdiction of incorporation or organization)

IRS NO.No. 95-3261426
(I.R.S. Employer Identification No.)

2727 PACES FERRY ROAD, ATLANTA, GEORGIA2455 Paces Ferry Road, Atlanta, Georgia
(Address of principal executive offices)

30339-408930339-4024
(Zip Code)

Registrant's telephone number, including area code: (770) 433-8211

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------------------------- ---------------------------

Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------

Common Stock, $.05 Par Value New York Stock Exchange
3-1/4% Convertible Subordinated Notes New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[__] ]

The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on April 1, 1997,March 30, 1998, was $24,231,029,313.$45,507,418,306. The
aggregate market value was computed by reference to the closing price of the
stock on the New York Stock Exchange on such date. For the purposes of this
response, executive officers and directors are deemed to be the affiliates of
the Registrant and the holdingholdings by nonaffiliates was computed as 455,042,804at 688,202,923
shares.

The number of shares outstanding of the Registrant's Common Stock as of April
1, 1997March
30, 1998 was 485,657,520733,454,687 shares.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's Proxy Statement for its Annual Meeting of Stockholders, to be
held May 28, 1997,27, 1998, which has been filed pursuant to Regulation 14A within 120
days of the close of Registrant's fiscal year, is incorporated by reference in
answer to Part III of this report but only to the extent indicated herein. In
addition, pages 15 through 31 and the inside cover page of The Home Depot,
Inc.'s 19961997 Annual Report to Stockholders is incorporated by reference in answer
to Items 6, 7 and 8 of Part II and Item 14(a) of Part IV of this report.

PART I

Item 1. BUSINESS

General

The Home Depot, Inc. including its subsidiaries ("Home Depot" or
"Company") is the leading retailer in the home improvement industry and ranks
among the 10 largest retailers in the United States based on net sales volume.
At fiscal year end, the Company was operating 512624 stores, including 483
full-service, warehouse-style587 Home
Depot stores and 5 EXPO(R) Design Center stores in the United States and 2432 Home
Depot stores in Canada, and 5 EXPO(R) Design Centers in the United States.Canada. The aggregate total square footage of selling space was
approximately 53,926,00066,361,000 at year end.

Home Depot stores sell a wide assortment of building material,materials and home
improvement and lawn and garden products and average approximately 105,000106,300
square feet of enclosed space per store, with an additional 20,00016,000 to 28,000
square feet in the outside garden center area. The EXPO Design Centers range from 80,000 to 145,000
square feet in size and provide products and services primarily related to
design and renovation projects. The Company's Store Support Center (corporate
office) is located at 2727 Paces Ferry Road, Atlanta, Georgia 30339-4089,
telephone number (770) 433-8211. Home Depot's operating strategy
for its Home Depot stores is to offer a broad assortment of high quality
merchandise at competitive prices utilizing highly knowledgeable,
service orientedservice-oriented personnel and aggressive advertising. The Company regularly
checks competitors' prices to ensure that Home Depot's low "Day-In, Day-Out"
warehouse prices are competitive within each market.

Since a large portion of the Company's customers are individual
homeowners, many of whom may have limited experience in do-it-yourself ("D-I-Y")
projects, management considers its associates' knowledge of products and home
improvement techniques and applications to be very important to its marketing
approach and its ability to maintain customer satisfaction. Many D-I-Y customers
take advantage of "how-to" classes offeredtaught by associates and vendors in Home
Depot stores.

Another segment of the Company's business activity is the
buy-it-yourself ("B-I-Y") customers.customer. The B-I-Y customer chooses products, makes
the purchase and contracts with others to complete or install the project. For
these customers, Home Depot offers installation services for a variety of
products.products through third-party providers. Home Depot also devotes significant
marketing, advertising and service efforts toward attracting professional
remodelers and commercial users.

The Company's EXPO Design Centers range from 81,000 to 145,000 square
feet of selling space and provide products and services primarily related to
design and renovation projects. The Company also offers, via direct mail
facilities, maintenance and repair products through Maintenance Warehouse and
wallpaper and custom window treatments through National Blind & Wallpaper
Factory, both wholly-owned subsidiaries of The Home Depot, Inc. The Company's

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3
Store Support Center (corporate office) is located at 2455 Paces Ferry Road,
Atlanta, Georgia 30339-4024, telephone number (770) 433-8211.

Products

Management estimates that aA typical Home Depot store stocks approximately 40,000 to 50,000
product items, including variations in color and size. Each Home Depot store
carries a wide selection of high quality and nationally advertised brand name
merchandise. The table below shows the percentage of sales of each major product
group for each of the last three fiscal years. However, theseThese percentages may not
necessarily be representative, however, of the Company's future product mix due 2
3to, among
other things, to the effects of promotional activities associated with opening
additional Home Depot stores, and changes in selling seasons due to unusual or
delayed weather patterns.patterns and ongoing merchandising product line reviews
conducted by management. Also, newly opened stores did not operate through a
complete seasonal product cycle for all periods presented.presented:

Percentage of Sales for
Fiscal Year Ended
------------------------------------
Jan. 29,-----------------
Jan. 28, Feb. 2, 1995Feb. 1,
1996 1997 -------- -------- -------1998
---- ---- ----

Product Group
-------------
Building materials, lumber, and floor and wall coveringscoverings...... 33.9% 34.0% 33.9% 34.0%34.2%
Plumbing, heating, lighting and electrical supplies 27.9supplies....... 27.7 27.4 27.1
Seasonal and specialty items 14.5items.............................. 14.8 14.7 14.8
Hardware and tools 13.1tools........................................ 13.2 13.4 13.5
Paint and otherother........................................... 10.4 10.5 10.4
10.5
------ ------ ----------- ----- -----
100.0% 100.0% 100.0%
===== ===== =====

The Company sources its store merchandise from approximately 7,2005,700
vendors worldwide, of which no single vendor accounts for as much as five
percent of total purchases. The Company is not dependent on any single vendor. A
substantial majority of merchandise is purchased directly from manufacturers,
thereby eliminating costs of intermediaries. Management believes that
competitive sources of supply are readily available for substantially all
products the Company purchases for resale.

Store Growth

At fiscal year end, Home Depot had stores in 41 states and four
Canadian provinces, with approximately 50 percent of the U.S. stores being
concentrated in California, Florida, Texas, Georgia, New York, New Jersey and
Illinois. Although new Home Depot store openings for fiscal 1997 occurred
primarily in existing markets, the Company continued its geographic expansion by
opening stores in a number of new markets, including Prescott, Arizona; Pueblo,
Colorado; Rockford, Illinois; Evansville, Indiana; Portland, Maine; Traverse
City, Michigan; Kansas City, Missouri; Syracuse, New York; Akron, Canton,
Cleveland, Toledo and Youngstown, Ohio; Beaumont and Lubbock, Texas; Williston,
Vermont and Spokane, Washington. In addition, Home Depot stores were opened in
two new Canadian markets: Winnipeg, Manitoba and Ottawa, Ontario.

3
4

From the end of fiscal 1992 to the end of fiscal 1997, the Company
increased its store count by an average of approximately 24 percent per year
(from 214 to 624 stores) and increased the total store square footage by an
average of approximately 26 percent per year (from 20,897,000 to 66,361,000
total square feet). Home Depot expects to continue to increase its store count
in both existing and selected new markets on a basis consistent with its current
policy of not exceeding a maximum growth rate of new stores of approximately 22
percent per year. During fiscal 1997, the Company opened 112 new stores and
relocated 5 existing Home Depot stores. During fiscal 1998, the Company
anticipates opening approximately 137 new stores. New Home Depot stores average
approximately 108,000 square feet with an additional 16,000 to 28,000 square
feet of outside selling and storage area.

Marketing, and Sales & Distribution

Management believes a number of the Company's existing Home Depot
stores are operating at or above their optimum capacity. In order toTo enhance long-term
market penetration, the Company has a strategy of opening new stores near the
edge of the market areas served by existing stores. While such a strategy may
initially have a negative impact on comparable store-for-store sales, the
Company believes this "cannibalization" strategy increases customer satisfaction
and overall market share by reducing delays in shopping, increasing utilization
by existing customers and attracting new customers to more convenient locations.
In an effort to more effectively respond to the demographics of certain markets,
the Company has expanded its service hours to 24 hours a day in 15 store
locations.

Home Depot continued to introduce or refine a number of merchandising
programs during fiscal 1996.1997. Key among them is the Company's ongoing commitment
to becoming the supplier of first choice to a variety of professional customers,
primarilyincluding remodelers, carpenters, plumbers, electricians, building maintenance
professionals and designers. The Company has reacted to the needs of this group
by expandingenhancing and increasing quantities of key products for professional
customers. In addition, the Company is testing additional product and
service-related programs designed to increase sales to professional customers,
including expanded commercial credit programs, on-site delivery services and updating lines of professional products.

During fiscal 1996, the Company announced that it had signed a definitive
agreement to acquire Maintenance Warehouse/America Corp. ("Maintenance
Warehouse"). Maintenance Warehouse, with 1996 sales of approximately $130
million, is the leading direct mail marketer of maintenance, repair and
operations products serving the estimated $10 billion building and facilities
management market. The Company believes that the acquisition of Maintenance
Warehouse will provide the Company with a unique opportunity to increase its
penetration of commercial accounts, including its professional customer base.
The acquisition was completed on March 14, 1997.

4incremental
dedicated staff.

The Company's installed sales program is available, with varying
services offered, in all of the Company's stores. There are approximately 3,0003,500
installed sales vendors who, as independent, licensed contractors, are
authorized by the Company to provide services to customers. This program targets
the B-I-Y customer, who will purchase a product but either does not have the
desire or ability to install the product.

In fiscal 1996,1998, the Company continued its marketing effort to support its
sponsorship of the 1996 Olympic Games, and the 1996 Atlanta Paralympic Games,
and the U.S. and Canadian Olympic teams' participation at those games. The
Company's partnership with many of its key suppliers in the United States and
Canada provided significant financial support for the sponsorship. The Company
intends to maintain its relationship with the United States Olympic Committee
and the Canadian Olympic Committee for at least the next eight years for the
Olympic Games to be held in 1998, 2000, 2002 and 2004.

In fiscal 1996, the Companyhas opened its fifthone new EXPO Design Center store
in Miami, Florida.Davie, Florida and plans to open an additional store in South Florida during
the year. Unlike traditional Home Depot stores, EXPO doesDesign Centers do not sell
building materials such asand lumber, but focusesfocus instead on upscale interior design
products and installation services. The Miami EXPO format (the "Miami Format"),
from which future EXPO stores will be modeled with certain modifications, is
different from the format of otherprevious EXPO stores located in San Diego,
California; Atlanta, Georgia; Long Island, New York;York and Dallas, Texas. This new format for EXPO is
60 percent smaller in size at approximately 82,000 square feetWhen
compared to anthe other EXPO stores, which average EXPO store of approximately 144,000131,400 square
feet of selling space, including climate controlled garden center areas. Management believes the new
formatMiami Format for EXPO is nearly 40 percent smaller in
size, currently averaging approximately 83,500 square feet per store. In
addition, the Miami Format is more

project oriented4
5

project-oriented than product oriented. The alternatethe previous format. This format focuses on projects
related to kitchen, bath, lighting, window, soft flooring and hard flooring and
increased installation services.flooring. The
only "cash and carry" items a customer can purchase at this store are items
principally relating to such kinds of projects.

On February 28, 1994,Construction on the Company's new Import Distribution Center ("IDC")
located in Savannah, Georgia was completed in fiscal 1997. Built with the
intention of servicing the Company's stores located east of the Rocky Mountains,
the IDC began shipments in April 1997 and by the end of fiscal 1997 was
servicing all targeted stores. The 1.4 million square foot facility is staffed
with approximately 600 associates. The IDC enables the Company to directly
import products not currently available to customers or offer products currently
sourced domestically from third party importers. Other benefits include quicker
turnaround deliveries to stores, lower costs and improved quality control than
would be possible if the products were purchased through third party importers.

In fiscal 1997, the Company continued its marketing effort to support
its sponsorship of the 1998 U.S. Olympic Team and Canadian Olympic Team's
participation at the Winter Games. The Company will maintain its relationship
with the U.S. Olympic Committee and the Canadian Olympic Committee for at least
the next six years for the Olympic Games to be held in 2000, 2002 and 2004.

The Company sponsored the "1997 National Home and Garden Show Series."
Bringing together 16 of the nation's most successful consumer shows under one
national sponsorship provided maximum exposure and support to the shows. Through
this sponsorship, the Company played a 75 percent interestkey role in bringing attention to the
Aikenhead'smost innovative lawn and garden, interior design and home improvement products
and services to the general public.

Homer TLC, Inc., an indirect wholly-owned subsidiary of The Home ImprovementDepot,
Inc., owns the trademarks "The Home Depot," and "EXPO," as well as the "Homer"
advertising symbol and various private label brand names utilized by the
Company. The Company's operating subsidiaries license from Homer TLC, Inc. the
right to use this intellectual property. The Company believes its rights in this
intellectual property are an important asset of the Company.

Other Operations

In March 1997, the Company acquired Maintenance Warehouse/America Corp.
("Maintenance Warehouse"). Maintenance Warehouse ("Aikenhead's") chainis the leading direct mail
marketer of maintenance, repair and operations products serving the multi-family
housing and lodging facilities management market. At fiscal year end,
Maintenance Warehouse employed approximately 500 associates. The Company
believes that the acquisition of Maintenance Warehouse will provide the Company
with an opportunity to increase its penetration of the professional customer
market.

In November 1997, the Company acquired the assets of privately-held
Deekay Enterprises, Inc., owner of Detroit-based National Blind & Wallpaper
Factory, a telephone mail order service for wallpaper and custom window
treatments, and Habitat Wallpaper & Blinds, operator of 13 retail stores located
in CanadaIllinois, Missouri and Ohio. The companies, now known as National Blinds &
Wallpaper, Inc. and Habitat Stores, Inc., respectively, are wholly-owned
subsidiaries of The Home Depot, Inc. At fiscal year end, National Blinds and
Wallpaper, Inc. and Habitat Stores, Inc. employed approximately 280 and 150
associates, respectively. Management believes the

5
6

acquisition of these companies will enhance the Company's customer service
levels and competitive presence in wallpaper and custom window treatment
products.

In December 1997, the Company acquired the Load 'N Go(TM) program. This
program offers rentals, at low hourly rates, of standard and specially-fitted
pickup trucks and cargo vans for customers who choose not to wait for normal
delivery schedules or who are unable to transport their purchases in their own
vehicles. The program provides an alternative to customers from the regular
delivery services offered by the Company. By the end of fiscal 1997, Load 'N Go
was available in approximately 300 stores.

International Operations

The Company's Canadian Home Depot stores are owned by a partnership,
operating under the name The Home Depot Canada, between the Company and Molson
Companies, Limited ("Molson"). The CompanyCompany's controlling share of the
partnership is the managing partner of
this Partnership with Molson which operates as The Home Depot Canada.
Subsequent to the acquisition, The Home Depot Canada commenced operations in
fiscal 1994 with seven stores previously operated by Aikenhead's. The Home
Depot Canada opened an additional five stores during fiscal 1994, seven stores
during fiscal 1995 and five stores during fiscal 1996. Approximately eight
additional new store openings are planned for fiscal 1997.seventy-five percent (75%). At any time after the sixth anniversary date of the purchase,February 28, 2000,
the Company has the option to purchase, or Molson has the option to cause the
Company to purchase, the remaining 25twenty-five percent (25%) of the Canadian operations.The Home Depot
Canada. The option price is based on the lesser of fair market value or a value
determined by an agreed upon formula as of the option exercise date.

During fiscal 1996, the Company continued to open restaurants in certain
stores. Customers with limited amounts of time to complete their shopping,
especially professional contractors and customers with small children, may be
attracted to the restaurant in the store or spend more time in the store if
food is available. Restaurant operators vary by market.

During the year, the Company commenced rolling out its new Load 'N Go(TM)
program and by the end of fiscal 1996 it was available in Atlanta, San Diego,
Los Angeles and Nashville. This program offers rentals, at low hourly rates,
of standard and specially-fitted pickup trucks and cargo vans for customers who
cannot wait for normal delivery schedules or who are unable to transport their
purchases in their own vehicles. This provides an alternative to

customers from regular delivery services offered by the Company. Since a Load
'N Go transaction would typically replace a delivery made with Home Depot's
vehicles, this program will contribute to reduced delivery costs to the
Company. The Load 'N Go service is neither owned nor operated byfirst Home Depot but through an independent third party. The Company has made tentative
plans to offer this program in most markets by the end of fiscal 1997.

Construction continued on the Company's new Import Distribution Center
("IDC")store located in Savannah, Georgia. The 1.4 million square foot facility will
be staffed with approximately 600 associates. The IDC will enable the Company
to directly import products currently sourced from third party importers or not
currently available to customers. Other benefits include quicker turnaround
deliveries to stores, lower pricing, and improved quality control than would be
possible if the products were purchased through other third party importers.
The IDC is expected to begin shipments in May 1997.

The Company continued its use of phone centers to serve its customers by
adding two new features to the phone centers during fiscal 1996. One new
implemented feature provides a more efficient method for product look-up by
department, class and subclass. The benefits include locating the product as
requested by the phone-in customer in a more timely manner, with detailed
product information, and consistent, standardized abbreviations and look-up
criteria for sales associates attempting to locate a product. This enhances
customer service through decreasing phone calls to the selling floor and
minimizing the number of times customers must talk to more than one associate.

The second feature added to the phone centers was the installation and
implementation of new computer hardware and software which enable the Company's
visually impaired associates to work in the phone center department. The new
computer equipment, together with Vocal-Eyes(TM) Software, enable the associate
to access the menus in the phone sales system, which then audibly reads the
information on the computer screen.

In fiscal 1996, the Company rolled out the Right at Home(TM) program, a
new and exclusive decor product system which takes the guesswork out of
decorating. Developed by the Company, the program is divided into four popular
decorating styles. Each decorating style has a specific name, description and
symbol that is used in signage and packaging so customers can easily coordinate
products for living areas of the home, including kitchens, bathrooms and
bedrooms.

The Company, together with Lynette Jennings, a television personality who
is known as one of North America's best recognized authorities on home
renovation, design and construction, is a co-producer of Lynette Jennings
HouseSmart(TM) ("HouseSmart"). HouseSmart is a one-hour television program
hosted by Lynette Jennings and shown daily on The Discovery Channel.
HouseSmart is presented in a fast-paced, magazine style format featuring
experts who show viewers that many home improvement projects are not as
complicated and expensive as they look.

Beginning in fiscal 1997, the Company's Northeast, Mid-South and Southeast
Divisions will be testing Associated Press Adsend(TM) ("Adsend"). Adsend
allows the Company to send computer generated advertisements created in each
division to newspapers in a digital format. The end result is expected to be a
higher quality product delivered at less expense and without the insecurity of
loss or theft to any of the over 500 newspapers the Company currently utilizes
for print advertisement. Another advantage of using Adsend is that the
divisions can
5

send an advertisement only 12 hours before the breakdate. This process will
allow the Company to produce and/or change last minute advertising, including
responding to newsbreaking emergency situations such as hurricanes, tornadoes
and flooding. If successful, the Company will roll out Adsend to the Midwest
and Western Divisions. In Canada the program is unavailable.

In fiscal 1997, the Company will sponsor the "1997 National Home and
Garden Show Series." Bringing together 16 of the nation's most successful
consumer shows under one national sponsorship will provide maximum support and
exposure and will be the first show sponsorship of its kind. Through this
sponsorship, the Company will play a key role in bringing attention to the most
innovative lawn and garden, interior design and home improvement products to
the general public.

In early fiscal 1997, the Company announced its intention to open stores
in the Latin America market. The first store is plannedscheduled to
open in Santiago, Chile in fiscalJuly 1998. Chile was chosen primarily because of its
stable economy and government, and a growing middle class.class population and developed
D-I-Y market. To facilitate entry into the market, the Company signed a letter of intent to form a joint
venture agreement with S.A.C.I. Falabella, a leading department store retailer
in Chile. The Company's controlling share of the venture will beis 66.67 percent. It is expected that
theThe
Company believes its alliance with Falabella will enhanceenhances the Company's presence in
the Chilean market offerby offering attractive real estate opportunities and
provideproviding assistance with, among other things, systems, credit marketing and
distribution logistics. The Company plans to havehas offices in Santiago, Chile from which
the day-to-day management of the operation will beis handled by a key management team
comprised of both Chilean nationals and seasoned Home Depot managers from the United
States who will livemanagers.

The Company also plans to open two stores in Chile.

"The Home Depot," "EXPO," the "Homer" advertising symbol and various
private label brand names under which the Company sells certain of its products
are service marks, trademarks or trade names of the Company and are considered
to be important assets of the Company.San Juan, Puerto Rico in
fiscal 1998.

Information Systems

Each store is equipped with a computerized point of sale system,
electronic bar code scanning system and a UNIX Server. Management believes these
systems provide efficient customer check-out (with an approximate 90 percent
rate of scannable products), store-based inventory management, rapid order
replenishment, labor planning support and item movement information. Faster
registers as well as a new check approval system and a new receipt format have
expedited transactions. To better serve the increasing number of customers
applying for credit, the charge card approval process time has been reduced to
less than 30 seconds. Store information is communicated to the Store Support
Centers'Center's computers via a satellite and land-based frame relay network. These computers provide
corporate, financial, merchandising and other back office function support.

The Company operates its own television network
and produces training and informational programs that are transmitted to stores
via the satellite communications network and by videotape.6
7

The Company is constantlycontinuously assessing and upgrading its information
systems to support its growth, reduce and control costs and enable better
decision-making. The Company continues to seerealize greater efficiency as a result
of its electronic data interchange ("EDI") program. Currently, most of the
Company's highest volume vendors are participating in the EDI program. A
paperless system, EDI electronically processes orders from storesbuying offices to
vendors, alerts the storestores when the

7 merchandise is to arrive and transmits
vendor invoice data from the vendorvendors and motor carriers to the Home Depot Store Support Center. As previously discussed,In
addition, during fiscal 1997 the Company initiated informationcontinued to develop new computer
systems to facilitate and improve product order replenishment in its phone enters to improve customer service.

In fiscal 1995, stores were equipped with Electronic Article Surveillance
("EAS") detectors that trigger an alarm if a person exits the store with
merchandise affixed with an EAS label that has not been desensitized at the
cash register. The Company continued its use of the EAS system in fiscal 1996
and the system appears to be a deterrent to theft, with many stores reporting
reductions in shoplifting offenses.

EmployeesHome Depot
stores.

Associate Development

As of fiscal year end, The Home Depot employed approximately 100,000125,000
associates, of whom approximately 6,3007,900 were salaried with the remainder
compensated on an hourly basis. Approximately 7876 percent of the Company's
associates are employed on a full-time basis. In order toTo attract and retain qualified
personnel, the Company seeks to maintain salary and wage levels above those of
its competitors in its market areas. The Company's policy is to hire and train
additional personnel in anticipation of future store expansion.

The Company has never experienced a strike or any work stoppage, and
management believes that its employee relations are satisfactory. There are no
collective bargaining agreements covering any of the Company's associates.

In fiscal 1997, the Company enhanced its training programs and began
implementing other employment practices in its continuing effort to service the
needs of its associates. Among the initiatives that will be implemented over the
next two years are programs designed to increase associates' knowledge of
merchandising departments and products and to educate, develop and test the
skills of those associates who are interested in being promoted. In keeping with
the Company's "pay-for-performance" philosophy, store managers will have access
to geographic information regarding competitive salary rates in their respective
markets. The Company operates its own television network and produces training
and informational programs that are transmitted to stores via the satellite
communications network and by videotape.

Competition

The business of the Company is highly competitive, based in part on
price, store location, of store, customer service and depth of merchandise. In each of the
markets served by the Company, there are severala number of other chains of building
supply houses, lumber yards and home improvement stores. In addition, the
Company must compete, with respect to some of its products, with discount
stores, local, regional and national hardware stores, mail order firms,
warehouse clubs, independent building supply stores and, to a lesser extent,
other retailers.

Due to the variety of competition faced by the Company, management is
unable to precisely measure the Company's market share in its existing market
areas. Management, however, believes that the Company is an effective and
significant competitor in its markets, and has approximately a 14 percentthat its market share, ofcurrently
defined as including the overall home improvement industry in the United StatesDo-It-Yourself/Buy-It-Yourself, Tradesmen,
Builders/General Contractors, Heavy Industrial, Repair & Remodeling and Property
Maintenance markets, is approximately 7%, based on certain industry estimates.U.S. Census data estimates,
internal estimates and data provided by the Home Improvement Research Institute.

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8
Executive Officers

The following provides information as of April 16, 1998 concerning the
executive officers holding positions in the Company and/or its subsidiaries.

BERNARD MARCUS, age 67, has been68, is a co-founder of Home Depot and serves as
Chairman of the BoardBoard. From inception of Directorsthe Company in 1978 until 1997, he
served as Chairman of the Board and Chief Executive Officer ("CEO"), at which
time the title of Home Depot since its inception in 1978; and
is, together withCEO was passed on to Mr. Arthur M. Blank and Mr. Kenneth G. Langone (a director of
the Company), a co-founder of the Company.Blank. Mr. Marcus serves as
a director on the BoardBoards of
Directors of Wachovia Bank of Georgia, N.A., National Service Industries, Inc.
and, the New York
Stock Exchange, Inc. Mr. Marcus, Westfield Corporation, Inc. and DBT Online, Inc. He also
serves on the Boardboards of the National Foundation for the Centers for Disease
Control and Prevention and is Chairman of the Board of The Marcus Center, Inc., which provides support
services for persons with

8 developmental disabilities and their families. In
addition, he is a member of the Advisory Board and the Board of Directors of the
Shepherd Center in Atlanta, Georgia and is a Vice President and member of the
Board of The City of Hope, a
charitable organization in Duarte, California.

ARTHUR M. BLANK, age 54,55, has been the President, Chief Operating
Officer
("COO") and a director of Home Depot since its inception in 1978;1978 and was named
CEO in 1997. He is, together with Mr. Bernard Marcus and Mr. Kenneth G. Langone,
a co-founder of the Company. Mr. Blank serves onis a member of the Board of Trustees of
North Carolina Outward Bound School, a non-profit corporation; serves onEmory University and the Board of Trustees
of Emory University;Carter Center,
Inc.; the Board of Councilors of the Carter Center of Emory University;University and
serves as a member of the Board of Directors of Cox Enterprises, Inc. and Post
Properties, Inc.

RONALD M. BRILL, age 53,54, has been Executive Vice President and Chief
Administrative Officer ("CAO") of the Company since August 1995. Mr. Brill joined Home Depot
as its Controller in 1978, was elected Treasurer in 1980, Vice President-Finance in
1981, Senior Vice President and Chief Financial Officer ("CFO") in 1984,
Executive Vice President and CFO in 1993 and was elected as a director in 1987.
Mr. Brill serves on the Board of Trustees of the Atlanta Jewish Federation, the Atlanta Jewish Community
Center and Woodruff Arts Center;Center, the Board of Directors of the Atlanta High Museum of
Art and Pilchuck Glass School and the Governing Board of Woodward Academy.

MARK R. BAKER, age 40, has been President of the Midwest Division since
December 1997. Mr. Baker first joined the Company in 1996 as Vice
President-Merchandising for the Midwest Division. Prior to joining Home Depot,
from 1992 until 1996, Mr. Baker was an Executive Vice President for HomeBase in
Fullerton, California.

BRUCE W. BERG, age 48,49, has been President-Southeast Division since
1991. Mr. Berg joined the Company in 1984 as Vice President-Merchandising (East
Coast) and was promoted to Senior Vice President (East Coast) in 1988.

MARSHALL L. DAY, age 53,54, has been Senior Vice President-Chief Financial
Officer since August 1995. Mr. Day joined the Company in 1986previously served as Controller,
was promoted to Vice President-Controller in 1988, Vice President-Finance in
1989, and Senior Vice President-Finance
in 1993.from 1993 until his promotion to his current position.

8
9

BILL HAMLIN, age 44, has been45, was recently named Group President and continues
to serve as Executive Vice President-Merchandising. Prior to being named
Executive Vice President-Merchandising, since
April 1994. Mr. Hamlin joined the Company in 1985served as a merchandiser and was
promoted to Vice President-Merchandising (West Coast) in 1988 and President-Western
Division in 1990.from 1990 until 1994.

VERNON JOSLYN, age 45,46, has been President-Northeast Division since
February 1996. Mr. Joslyn previously served as Vice President-Operations for the
Northeast Division from 1993 until his promotion to his current position.

W. ANDREW McKENNA, age 52, was named Senior Vice President-Strategic
Business Development in December 1997. Mr. McKenna joined Home Depot as Senior
Vice President-Corporate Information Systems in 1984 as an assistant store
manager, and1990. In 1994 he was promoted to Store Managernamed
President of the following year. Mr. Joslyn
subsequently served as District Manager in Phoenix and San Diego. In 1991, Mr.
Joslyn, as District Manager, opened the Boston marketMidwest Division and served in that capacity until 1993 when he was promoted toassumed
the duties of his previous position of Vice
President-Operations for the Northeast Division.current position.

LYNN MARTINEAU, age 40,41, has been President-Western Division since October 1996. Mr. Martineau joined The Home Depot in 1979 as a store
associate. During the past 17 years, Mr. Martineau has served in a variety of
merchandising and operations positions, including serving as the Company's Vice
President-Operations, West Coast Division from 1987 until 1989.
Mr. Martineau most recently served as Vice President-Merchandising for the
Company's Southeast Division located in Tampa, Florida.

W. ANDREW McKENNA, age 51, has been President-Midwest Division since 1994.
Mr. McKenna joined Home Depot in 1990 as Senior Vice President-Corporate
Information Systems.

9from 1989 until his promotion to his current
position.

LARRY M. MERCER, age 50,51, was recently named Group President and has
been Executive Vice PresidentPresident-Operations since February 1996. Mr. Mercer joined the Company in 1979previously
served as an assistant store manager and
after serving as Store Manager was promotedPresident-Northeast Division from 1991 until his promotion to Regional Managerhis
current position.

BARRY L. SILVERMAN, age 39, has been President of the Central Florida Region in 1983.Southwest
Division since July 1997. Mr. Mercer was then promoted toSilverman previously served as Vice
President-Store Operations (East Coast) in 1987, and inPresident-Merchandising of the Northeast Division from 1991 was promoted to
President-Northeast Division and served in that capacity until his promotion
to his current position.

BRYANT W. SCOTT, age 41,42, has been President of the EXPO Design Center
Division since March 1995. Since 1980, Mr. Scott began his career with Home Depot in 1980
as a store associate. Since then he has served in a variety of
positions, including Vice President-Merchandising for the Southeast Division, locatedDivision.

DAVID SULITEANU, age 45, was named Group-President-Diversified
Businesses in Tampa, Florida.

KENNETH W. UBERTINO, age 52, has been President-Southwest Division,
located in Dallas, Texas, since September 1996.April 1998. Mr. UbertinoSuliteanu previously served as Vice Chairman and
Director of Stores for Macy's East, a position he held from 1993 until he joined The
Home Depot in 1990 as a merchant in the Company's Northeast Division. In 1993, Mr.
Ubertino was promoted to his previous position of Vice President-
Merchandising for the Midwest Division, located in Schaumburg, Illinois.April 1998.

ANNETTE M. VERSCHUREN, age 40,41, has been President of The Home Depot
Canada since joining the Company in March 1996. Prior to joining the Company, Ms.
Verschuren had been President of Michaels of Canada Inc. since 1993. From 1989
until 1992, Ms. Verschuren held several positions with Imasco Limited. In 1992, Ms. Verschuren formed Verschuren Ventures Inc. and
remained there until becoming President ofjoining Michaels of Canada Inc. in 1993.1993 where she served as
President until joining the Company.

9
10

Item 2. PROPERTIES

The following table indicates the number of the Company's Home Depot
store locations by state in the United States and by province in Canada as of
February 2, 1997.1, 1998.

Number of Stores
State in State
------------------ -----------------------------------------------------

Alabama 6
Arizona 1518
Arkansas 2
California 8797
Colorado 910
Connecticut 13
Delaware 1
Florida 6164
Georgia 2833
Idaho 1
Illinois 2025
Indiana 2
Iowa 1
Kansas 1
Kentucky 13
Louisiana 89
Maine 12
Maryland 1114
Massachusetts 1517
Michigan 1522
Minnesota 10
Mississippi 4
Mississippi 3
Missouri 37
Nevada 5
New Hampshire 4
New HampshireJersey 25
New Mexico 3
New Jersey 21
New Mexico 2
New York 2633
North Carolina 1518
Ohio 4
Oklahoma 56
Oregon 7
Pennsylvania 1620
Rhode Island 1
South Carolina 57
Tennessee 1417
Texas 4355
Utah 34
Vermont 1
Virginia 67
Washington 10
----------------13
---
Subtotal 488592

10
11

Number of Stores
Canadian Provinces in Province
------------------------------------

Ontario 14-------------------------------------

Alberta 4
British Columbia 6
Alberta 4
----------------8
Manitoba 1
Ontario 19
---
Subtotal 2432

TOTAL 512
================STORES 624
===

At fiscal year end, Home Depot had stores in 38 states, with approximately
50 percent of the U.S. stores being concentrated in California, Georgia, New
York, Texas and Florida. Although new store openings for fiscal 1996 occurred
primarily in existing markets, the Company continued its geographic expansion
by opening stores in a number of new markets - Montgomery, Alabama; Little
Rock, Arkansas; Newark, Delaware; Dalton, Columbus and Macon, Georgia;
Louisville, Kentucky; Flint, Michigan; Minneapolis/St. Paul, Minnesota; Jackson
and Gulfport, Mississippi; Columbia and St. Louis, Missouri; Cicero, New York;
Pittsburgh, Pennsylvania; Johnson City and Memphis, Tennessee; and Corpus
Christi, Texas.

The Midwest Division is expected to be one of the fastest growing
divisions for the next several years. Approximately 21 new stores are
scheduled for 1997 and, by the end of 1998, the Company expects approximately
112 stores to be open in that division.

In order to be more responsive to customers' needs, beginning in fiscal
1997, the Company realigned 59 Southeast Division stores, 4 Western Division
stores and 2 Midwest Division stores into the newly created Southwest Division.
This new operating division will open an additional 20 stores during fiscal
1997. The new division is based in Dallas, Texas and will initially consist of
stores with market areas located in Arkansas, Louisiana, Mississippi, Missouri,
New Mexico, Oklahoma and Texas.

In addition to the newly created Southwest Division, the Company has also
made changes within its Southeast Division. Effective February 1, 1997,
Florida became a separate region to be headquartered at the Southeast
Divisional office in Tampa, Florida. The Mid-South Region, based in Atlanta,
Georgia, consists of stores with market areas located in Alabama, the
Carolinas, Georgia, Kentucky and Tennessee. The Mid-South Region, together
with the new Florida Region comprise the Southeast Division.

From the end of fiscal 1991 to the end of fiscal 1996, the Company
increased its store count by an average of approximately 24 percent per year
(from 174 to 512 stores) and increased the total store square footage by an
average of approximately 27 percent per year (from 16,480,000 to 53,926,000
total square feet). Home Depot expects to continue to increase its store count
in both existing and selected new markets on a basis consistent with its
current policy of not exceeding a maximum growth rate of new stores of
approximately 22 percent per year. During fiscal 1996, the Company opened 89
new stores and relocated 7 existing stores, including the opening of 23
additional stores in the Northeast Division, 34 in the Southeast Division, 17
in the Midwest Division, 16 in the Western Division, 1 in the EXPO Division and
5 stores in Canada. During fiscal 1997, the Company anticipates opening
approximately 111 new stores: with at least 19 in the Southeast, 16 in the
Southwest, 30 in the Northeast, 17 in the West, 21 in the Midwest, 8 in Canada,
plus relocations of 7 existing stores. New stores average approximately
105,000 square feet with an additional 15,000 to 28,000 square feet of outside
selling and storage area.

Of the Company's 512624 stores at February 2, 1997,1, 1998, approximately 7574
percent were owned (including those owned subject to a ground lease) consisting
of approximately 40,163,00048,235,000 square feet and approximately 2526 percent were leased
consisting of approximately 13,763,00018,126,000 square feet. In recent years, the
relative percentage of new stores which are owned has increased. Although the
Company takes advantage of lease financing opportunities, the Company generally
prefers to own stores because of the greater operating control and flexibility,
generally lower occupancy costs and certain other economic advantages of owned
stores. See "Management's Discussion and Analysis of Results of Operations and
Financial Condition--LiquidityCondition - Liquidity and Capital Resources."

The Company's executive, corporate staff and accounting offices occupy
approximately 677,0001,310,000 square feet of leased and owned space in several
locations in Atlanta,
Georgia. The Company has acquired additional land in Atlanta, Georgia and has
commenced construction of replacement office
facilities. The newconstructed office facilities will be completedthat are currently occupied by the majority of the
store support staff located in stages generally to
coincide with the endAtlanta. Approximately 140,000 square feet of
various lease terms andleased space requirements.previously occupied by this staff is being subleased. In addition,
the Company occupies an aggregate of 340,000921,000 square feet, of which 93,000171,000
square feet is owned and 247,000750,000 square feet is leased, for divisional store
support centers and subsidiary customer support centers located in Fullerton and
San Diego, California; Tampa, Florida; Atlanta, Georgia; Fullerton, California;Schaumburg, Illinois;
Southfield, Michigan; South Plainfield, New Jersey; Schaumburg, Illinois; Tampa, Florida; Dallas, Texas; andTukwila,
Washington; Scarborough, Ontario, Canada.Canada and Santiago, Chile.

The Company utilizes 3,518,000approximately 5,604,000 square feet of warehousing
and distribution space of which 204,000711,000 is owned and 3,314,0004,893,000 is leased. The Company
constructed an approximate 1.4 million square foot facility in Savannah,
Georgia, for an import distribution facility. Imported products will be staged
in the distribution center pending shipment to the stores.

Management believes that at the end of existing lease terms, space
currently leased by the Company can be either relet or replaced by alternate
space for lease or purchase that is readily available.

Item 3. LEGAL PROCEEDINGS

The Company is a defendant in a consolidated class action lawsuit (Butler
et al. v. Home Depot, Inc. and Frank, et al. v. Home Depot, Inc., Case Nos.
94-4335SI and 95-2182SI, respectively, pending in U.S. Dist. Ct., N.D. CA)
claiming gender discrimination in the Company's Western Division. The action
seeks injunctive and declaratory relief and damages. Discovery is in its final
stages, and a trial is scheduled to begin in the latter part of fiscal 1997.

Two other gender discrimination lawsuits have been filed against the
Company, one in New Orleans, Louisiana (Griffin, et al., v. Home Depot, Inc.,
Civil Action No. 95-0181, pending in U.S. Dist. Ct., E.D. LA), and one in
Newark, New Jersey (Margorie Tortajada, individually and on behalf of all other
similarly situated v. Home Depot, Inc., Case No. 96-2927, pending in U.S. Dist.
Ct., for the Dist. of NJ), each of which is sought to be asserted on behalf of
a class of plaintiffs. Neither of these lawsuits had been certified as a class
action lawsuit as of February 2, 1997. Although the New Orleans case has been
stayed pending the outcome of a similar, but unrelated case on appeal, the U.S.
Equal Employment Opportunity Commission ("EEOC") has filed a motion to
intervene in the New Orleans case. The New Jersey case has been allowed to
proceed at this time without class status and only on an individual plaintiff
basis.

Management believes these cases are without merit and intends to
vigorously defend all of these cases, including the EEOC's attempted
intervention. While the ultimate results of this litigation cannot be
determined, management does not expect that the resolution of these proceedings
will have a material adverse effect on the Company's consolidated financial
position or results of operations.

The Company has other litigation arising from the normal course of business.
In management's opinion, this litigation will not materially effectaffect the
Company's consolidated financial position or the results of operations.

1211
1312

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended February 2, 1997.1, 1998.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since April 19, 1984, the Common Stock of the Company has been listed
on the New York Stock Exchange under the symbol "HD." The table below sets forth
the low and high sales prices of the Common Stock on the New York Stock Exchange
Composite Tape as reported in The Wall Street Journal and the quarterly cash
dividends declared per share of Common Stock during the periods indicated.

PRICE RANGE CASH
-------------- DIVIDENDS
LOW HIGH DECLARED
------ ------Price Range* Cash
------------ Dividends
Low High Declared*
--- ---- ---------

FISCAL YEAR 1995
First Quarter ended April 30, 1995 $40.25 $50.00 $.04
Second Quarter ended July 30, 1995 38.63 45.25 .05
Third Quarter ended October 29, 1995 36.63 44.88 .05
Fourth Quarter ended January 28, 1996 37.13 48.00 .05

FISCAL YEARFiscal Year 1996
First Quarter ended April 28, 1996 $42.50 $50.38 $.05$28.33 $33.58 $.03
Second Quarter ended July 28, 1996 45.50 57.00 .0630.67 38.08 .04
Third Quarter ended October 27, 1996 50.25 59.50 .0633.50 39.67 .04
Fourth Quarter ended February 2, 1997 47.75 57.25 .06

FISCAL YEAR31.83 38.17 .04

Fiscal Year 1997
First Quarter ended May 4, 1997 $33.00 $39.08 $.04
Second Quarter ended August 3, 1997 38.25 50.00 .05
Third Quarter ended November 2, 1997 47.06 56.63 .05
Fourth Quarter ended February 1, 1998 52.94 61.63 .05

Fiscal Year 1998
First Quarter (through April 15, 1997) $49.50 $58.63 $.0616, 1998) $61.25 $72.69 $.05

____________________________- ---------------------
* On July 3, 1997, the Company effected a three-for-two stock split in the
form of a stock dividend with respect to the shares of Common Stock issued and
outstanding on June 12, 1997. The prices in the table set forth above, where
applicable, are adjusted by the Company to give effect retroactively to such
stock split. Dividends declared are also adjusted, where applicable, to give
effect to the stock split.

The Company paid its first cash dividend on June 22, 1987, and has since
paid
dividends in each subsequent quarter. Future dividend policies will depend on
the Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors.

12
13

Number of Record Holders

The number of record holders of Home Depot's Common Stock as of April 1,
1997March
30, 1998 was 78,928104,868 (excluding individual participants in nominee security
position listings).

Item 6. SELECTED FINANCIAL DATA

Reference is made to information for the fiscal years 1992-19961993-1997 under
the heading "Ten Year Selected Financial and Operating Highlights" contained in
the Company's Annual Report to 13
14
Stockholders for the fiscal year ended February
2, 1997,1, 1998, which information is incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Reference is made to information under the heading "Management's
Discussion and Analysis of Results of Operations and Financial Condition"
contained in the Company's Annual Report to Stockholders for the fiscal year
ended February 2, 1997,1, 1998, which information is incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has not entered into any transactions using derivative
financial instruments or derivative commodity instruments and believes that its
exposure to market risk associated with other financial instruments (such as
investments) are not material.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to information under the headings "Consolidated
Statements of Earnings," "Consolidated Balance Sheets," "Consolidated Statements
of Stockholders' Equity," "Consolidated Statements of Cash Flows," "Notes to
Consolidated Financial Statements" and "Independent Auditors' Report" contained
in the Company's Annual Report to Stockholders for the fiscal year ended
February 2, 1997,1, 1998, which information is incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is incorporated by reference from
the information in Registrant's Proxy Statement (filed or to be filed pursuant
to Regulation 14A) under the heading "I. Election of Directors and Information
Regarding Directors" for its Annual Meeting of Stockholders

13
14

to be held May 28,
1997,27, 1998, except as to biographical information on Executive
Officers which is contained in Item I of this Annual Report on Form 10-K.

Item 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference from
the information in Registrant's Proxy Statement (filed or to be filed pursuant
to Regulation 14A) under the heading "Executive Officers and Their Compensation"
for its Annual Meeting of Stockholders to be held May 28,
1997.27, 1998.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 is incorporated by reference from
the information in Registrant's Proxy Statement (filed or to be filed pursuant
to Regulation 14A) under the heading "Common Stock Ownership By Certain
Beneficial Owners and Management" for its Annual Meeting of Stockholders to be
held May 28,
1997.

1527, 1998.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 is incorporated by reference from
the information in Registrant's Proxy Statement (filed or to be filed pursuant
to Regulation 14A) under the heading "Insider Transactions" for its Annual
Meeting of Stockholders to be held May 28,
1997.27, 1998.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

The following financial statements are incorporated by reference from
pages 1821 through 3133 of the Registrant's Annual Report to Stockholders for the
fiscal year ended February 2, 1997,1, 1998, as provided in Item 8 hereof:

- Consolidated Statements of Earnings for the fiscal years ended
February 1, 1998, February 2, 1997 and January 28, 1996 and January 29, 1995.1996.

- Consolidated Balance Sheets as of February 1, 1998 and February 2,
1997 and January 28, 1996.1997.

- Consolidated Statements of Stockholders' Equity for the fiscal years
ended February 1, 1998, February 2, 1997 and January 28, 1996 and January 29, 1995.1996.

- Consolidated Statements of Cash Flows for the fiscal years ended
February 1, 1998, February 2, 1997 and January 28, 1996 and January 29, 1995.1996.

- Notes to Consolidated Financial Statements.

14
15

- Independent Auditors' Report.

2. Financial Statement Schedules

All schedules are omitted as the required information is inapplicable
or the information is presented in the consolidated financial statements or
related notes.

(b) Reports on Form 8-K

There were no Reports on Form 8-K filed during the lastfourth quarter of
the fiscal year ended February 2, 1997.1, 1998.

Exhibits marked with an asterisk (*) are hereby incorporated by
reference to exhibits or appendices previously filed by the Registrant as
indicated in brackets following the description of the exhibit.

*3.l Restated Certificate of Incorporation of The Home Depot, Inc.,
as amended. [Form 10-K for the fiscal year ended January 29,
1995, Exhibit 3.1]

*3.23.2 By-laws, as amended. [Form 10-K for the fiscal year ended January 28,
1996, Exhibit 3.2]

*4.1 Indenture dated as of October 1, 1996, between The Home Depot, Inc., as
issuer and The First National Bank of Chicago, as trustee for
$1,104,000,000 aggregate principal amount of 3-1/4% Convertible
Subordinated Notes due 2001. [Form S-3 Registration Statement No.
333-12575, Exhibit 4.2]

*10.1 Investment Banking Consulting Contract dated April 17, 1985 between
Invemed Associates, Inc. and the Registrant. [Form 10-K for the fiscal
year ended February 2, 1992, Exhibit 10.1]

*10.2 +Corporate Office Management Bonus Plan of the Registrant dated March 1,
1991. [Form 10-K for the fiscal year ended February 2, 1992, Exhibit
10.2]

*10.3 +Employee Stock Purchase Plan, as amended. [Appendix A to Registrant's
Proxy Statement for the Annual Meeting of Stockholders held May 31,
1995]

*10.4 +Senior Officers' Bonus Pool Plan, as amended. [Form 10-K for the
fiscal year ended January 28, 1996, Exhibit 10.4]

*10.5 +The Home Depot, Inc. 1991 Omnibus Stock Option Plan. [Appendix A to
Registrant's Proxy Statement for the Annual Meeting of Stockholders held
May 22, 1991]

*10.6 +Executive Medical Reimbursement Plan, effective January 1, 1992. [Form
10-K for the fiscal year ended January 31, 1993, Exhibit 10.7]

*10.7 +The Home Depot ESOP Restoration Plan. [Form 10-K for the fiscal year
ended January 29, 1995, Exhibit 10.8]

*10.8 $800,000,000 Credit Agreement dated as of December 20, 1995 among The
Home Depot, Inc., the Banks Listed Therein and Wachovia Bank of Georgia,
N.A., as Agent (without exhibits). [Form 10-K for the fiscal year ended
January 28, 1996, Exhibit 4.1]

11 Computation of Earnings Per Common and Common Equivalent Share.

13 The Registrant's Annual Report to Stockholders for the fiscal
year ended February 2, 1997. Only those portions of said report
which are specifically designated in this Form 10-K as being
incorporated by reference are being electronically filed pursuant to
the Securities Exchange Act of 1934.

21 List of Subsidiaries of the Registrant.

23 Consent of Independent Auditors.

24 Special Powers of Attorney authorizing execution of this Form 10-K
Annual Report have been granted and are filed herewith as follows:

16
17

Power of Attorney from Frank Borman.

Power of Attorney from John L. Clendenin.

Power of Attorney from Johnnetta B. Cole.

Power of Attorney from Berry R. Cox.

Power of Attorney from Milledge A. Hart, III.

Power of Attorney from Donald R. Keough.

Power of Attorney from Kenneth G. Langone.

Power of Attorney from M. Faye Wilson.

27 Financial Data Schedule. [Filed electronically with SEC only]

- --------------
+Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant to Item 14(c) of this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, The Home Depot,
Inc., has duly caused
this reportas issuer and The First National Bank of Chicago, as
trustee for $1,104,000,000 aggregate principal amount of 3-
1/4% Convertible Subordinated Notes due 2001. [Form S-3
Registration Statement No. 333-12575, Exhibit 4.2]

10.1 Investment Banking Consulting Contract dated April 17, 1985,
between Invemed Associates, Inc. and the Registrant.

10.2 +Corporate Office Management Bonus Plan of the Registrant
dated March 1, 1991.

*10.3 +Employee Stock Purchase Plan, as amended. [Appendix A to
Registrant's Proxy Statement for the Annual Meeting of
Stockholders held May 31, 1995]

*10.4 +Senior Officers' Bonus Pool Plan, as amended. [Appendix A to
Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be signed on its behalf byheld May 27, 1998]

10.5 +The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan.

*10.6 +Executive Medical Reimbursement Plan, effective January 1,
1992. [Form 10-K for the undersigned, thereunto duly
authorized infiscal year ended January 31, 1993,
Exhibit 10.7]

*10.7 +The Home Depot ESOP Restoration Plan. [Form 10-K for the
Cityfiscal year ended January 29, 1995, Exhibit 10.8]

15
16

*10.8 $800,000,000 Credit Agreement dated as of Atlanta, and State of Georgia on this 21st day of
April, 1997.

THE HOME DEPOT, INC.

By: /s/ Bernard Marcus
------------------------------------
(Bernard Marcus, Chairman of the Board,
Chief Executive Officer and Secretary)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant,December 20, 1995
among The Home Depot, Inc., the Banks Listed Therein and
inWachovia Bank of Georgia, N.A., as Agent (without exhibits).
[Form 10-K for the capacities and on the dates
indicated.

Signature Title Date
- --------- ----- ----

/s/ Bernard Marcus Chairman of the Board, Chief April 18, 1997
- ------------------- Executive Officer and Secretary
(Bernard Marcus) (Principal Executive Officer)

/s/ Arthur M. Blank President, Chief Operating Officer April 18, 1997
- ------------------- and Director
(Arthur M. Blank)

/s/ Ronald M. Brill Executive Vice President, April 18, 1997
- ------------------- Chief Administrative Officer,
(Ronald M. Brill) Assistant Secretary and Director

* Director April 18, 1997
- -------------------
(Frank Borman)

Signature Title Date
- --------- ----- ----

* Director April 18, 1997
- -------------------
(John L. Clendenin)

* Director April 18, 1997
- -------------------
(Johnnetta B. Cole)

* Director April 18, 1997
- -------------------
(Berry R. Cox)

/s/ Marshall L. Day Senior Vice President- April 18, 1997
- --------------------- Chief Financial Officer
(Marshall L. Day) (Principal Financial and
Accounting Officer)

* Director April 18, 1997
- -----------------------
(Milledge A. Hart, III)

* Director April 18, 1997
- -----------------------
(Donald R. Keough)

* Director April 18, 1997
- -----------------------
(Kenneth G. Langone)

* Director April 18, 1997
- -----------------------
(M. Faye Wilson)

* The undersigned, by signing his name hereto, does hereby sign this report
on behalf of each of the above-indicated directors of the Registrant
pursuant to powers of attorney, executed on behalf of each such director.

By: /s/ Bernard Marcus
-------------------------------------
(Bernard Marcus, Attorney-in-fact)

EXHIBIT INDEX

11fiscal year ended January 28, 1996, Exhibit
4.1]

*11 Computation of Earnings Per Common and Common Equivalent
Share. [Annual Report to Stockholders for the fiscal year
ended February 1, 1998, filed herewith as Exhibit 13, Notes to
Consolidated Financial Statements, Note 8]

13 The Registrant's Annual Report to Stockholders for the fiscal
year ended February 2, 1997.1, 1998. Only those portions of said
report which are specifically designated in this Form 10-K as
being incorporated by reference are being electronically filed
pursuant to the Securities Exchange Act of 1934.

21 List of Subsidiaries of the Registrant.

23 Consent of Independent Auditors.

24 Special Powers of Attorney authorizing execution of this Form
10-K Annual Report have been granted and are filed herewith as
follows:

Power of Attorney from Frank Borman.

Power of Attorney from John L. Clendenin.

Power of Attorney from Johnnetta B. Cole.

Power of Attorney from Berry R. Cox.

Power of Attorney from Milledge A. Hart, III.

Power of Attorney from Donald R. Keough.

Power of Attorney from Kenneth G. Langone.

Power of Attorney from M. Faye Wilson.

27 Financial Data Schedule. [Filed electronically with SEC only]

only.]

27.1 Restated Financial Data Schedule. [Filed electronically with
SEC only.]

- ---------------------
+Management contract or compensatory plan or arrangement required to be filed as
an exhibit to this form pursuant to Item 14(c) of this report.

16
17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, The Home Depot, Inc., has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Atlanta, and State of Georgia on this 22nd day of April, 1998.

THE HOME DEPOT, INC.

By: /s/ Arthur M. Blank
------------------------------------------
(Arthur M. Blank, President & CEO)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant, The Home Depot, Inc., and in the capacities and on the dates
indicated.

Signature Title Date
- ---------- ----- ----

/s/ Bernard Marcus Chairman of the Board April 17, 1998
- ------------------------
(Bernard Marcus)

/s/ Arthur M. Blank President & CEO April 17, 1998
- ------------------------ and Director
(Arthur M. Blank) (Principal Executive Officer)

/s/ Ronald M. Brill Executive Vice President, April 17, 1998
- ------------------------ Chief Administrative Officer, Assistant
(Ronald M. Brill) Secretary and Director

* Director April 17, 1998
- ------------------------
(Frank Borman)

17
18

Signature Title Date
- ---------- ----- ----

* Director April 17, 1998
- ------------------------
(John L. Clendenin)

* Director April 17, 1998
- ------------------------
(Johnnetta B. Cole)

* Director April 17, 1998
- ------------------------
(Berry R. Cox)

/s/ Marshall L. Day Senior Vice President- April 17, 1998
- ------------------------ Chief Financial Officer
(Marshall L. Day) (Principal Financial and
Accounting Officer)

* Director April 17, 1998
- ------------------------
(Milledge A. Hart, III)

* Director April 17, 1998
- ------------------------
(Donald R. Keough)

* Director April 17, 1998
- ------------------------
(Kenneth G. Langone)

* Director April 17, 1998
- ------------------------
(M. Faye Wilson)

By: /s/ Arthur M. Blank
----------------------------------------
(Arthur M. Blank, Attorney-in-fact)

18
19

EXHIBIT INDEX

3.2 By-laws, as amended.

10.1 Investment Banking Consulting Contract dated April 17, 1985, between
Invemed Associates, Inc. and the Registrant.

10.2 Corporate Office Management Bonus Plan of the Registrant dated March 1,
1991.

10.5 The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan.

13 The Registrant's Annual Report to Stockholders for the fiscal year
ended February 1, 1998. Only those portions of said report which are
specifically designated in this Form 10-K as being incorporated by
reference are being electronically filed pursuant to the Securities
Exchange Act of 1934.

21 List of Subsidiaries of the Registrant.

23 Consent of Independent Auditors.

24 Special Powers of Attorney authorizing execution of this Form 10-K
Annual Report have been granted and are filed herewith as follows:

Power of Attorney from Frank Borman.

Power of Attorney from John L. Clendenin.

Power of Attorney from Johnnetta B. Cole.

Power of Attorney from Berry R. Cox.

Power of Attorney from Milledge A. Hart, III.

Power of Attorney from Donald R. Keough.

Power of Attorney from Kenneth G. Langone.

Power of Attorney from M. Faye Wilson.

27 Financial Data Schedule. [Filed electronically with SEC only.]

27.1 Restated Financial Data Schedule. [Filed electronically with
SEC only.]