Part I

Item 1 Business

Reference is made to the back cover and to pages 4 through 14 of the
Annual Report to Security Holders for fiscal year ended January 31, 1994

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Item 2 Properties

Reference is made to pages 14 and 15 and to notes 1, 4, 6 and 12 on
pages 23, 24, 25, 28 and 29 of the Annual Report to Security Holders
for fiscal year ended January 31, 1994.

Item 3 Legal Proceedings

Reference is made to Note 13 on page 29 of the Annual Report to
Security Holders for fiscal year ended January 31, 1994.

Item 4 Submission of Matters to a Vote of Security Holders

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10 K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Stockholders to be
held on May 27, 1994.

The following is a list of names and ages of all of the executive officers of the
registrant indicating all positions and offices with the registrant held by each
such person and each person's principal occupations or employment during the
past five years.

PART I

EXECUTIVE OFFICERS OF THE REGISTRANT

Leonard G. Herring, 66
President and Chief Executive Officer since 1978.

Robert L. Strickland, 63
Chairman of the Board since 1978.

J. Gregory Dodge, 46
Senior Vice President - Real Estate/Engineering and Construction since
1993; Sudberry Properties, Inc., Vice President 1988 - 1993; The
Alexander Haaggen Company, Senior Developer 1988.

Richard D. Elledge, 52
Vice President (Chief Accounting Officer) since 1981; Assistant

Secretary since 1991; Secretary 1978 - 1990.

William L. Irons, 50

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Senior Vice President - Management Information Systems since 1992;
Partner with Ernst & Young 1987 - 1992.

Michael Rouleau, 55
Executive Vice President - Sales/Store Operations since 1992; Office
Warehouse, President/Chief Operating Officer 1988 - 1992.

Robert L. Tillman, 50
Executive Vice President - Merchandising since 1991; Senior Vice
President - Merchandising 1989-1991; Vice President Store Operations
1986-1989.

Harry B. Underwood II, 51
Senior Vice President and Treasurer (Chief Financial Officer) since 1985

William C. Warden, Jr., 41
Senior Vice President, General Counsel and Secretary since 1993;
Assistant Secretary 1985 - 1993; partner in the law firm McElwee,
McElwee & Warden which served as General Counsel for the Company
1979 - 1993.

Part II

Item 5 Market for the Registrant's Common Stock and Related Security
Holder Matters.

The principal market for trading in Lowe's common stock is the
New York Stock Exchange, Inc. (NYSE). Lowe's common stock is
also listed on the Pacific exchange in the United States and the
London exchange. The ticker symbol for Lowe's is LOW. As of
January 31, 1994, there were 7,446 holders of record of Lowe's
common stock. The table, "Lowe's Quarterly Stock Price Range and
Cash Dividend Payment", on page 31 of the Annual Report to
Security Holders for fiscal year ended January 31, 1994 sets forth,
for the periods indicated, the high and low sales prices per share of
the common stock as reported by the NYSE Composite Tape, and
the dividends per share declared on the common stock during such
periods, as adjusted for a 2-for-1 stock split to shareholders of
record on June 12, 1992 and a 2-for-1 stock split to shareholders of
record on March 16, 1994. The Company is party to certain
agreements which may limit its ability to declare dividends under
certain circumstances. See Note 6 on page 25 of the Annual Report
to Security Holders for fiscal year ended January 31, 1994.

Reference is also made to notes 10 and 11 on pages 27 and 28 of the
Annual Report to Security Holders for fiscal year ended January 31, 1994

Item 6 Selected Financial Data

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Reference is made to page 30 of the Annual Report to Security
Holders for fiscal year ended January 31, 1994.

Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Reference is made to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 17 through
19 of the Annual Report to Security Holders for fiscal year ended
January 31, 1994.

Item 8 Financial Statements and Supplementary Data

Reference is made to the "Independent Auditors' Report" on page 16
and to the financial statements and notes thereto on pages 20
through 29, and to the "Selected Quarterly Data" on page 30 of the
Annual Report to Security Holders for fiscal year ended January 31, 1994

Item 9 Disagreements on Accounting and Financial Disclosure

Not applicable.

Part III

Item 10 Directors and Executive Officers of the Registrant

Reference is made to "Lowe's Board of Directors" on pages 34 and
35 and "Board of Directors Nominee" on page 36 of the Annual
Report to Security Holders for fiscal year ended January 31, 1994,
and to Part I Executive Officers of the Registrant.

Item 11 Executive Compensation

Reference is made to "Compensation of Executive Officers",
Option Grants in Last Fiscal Year, "Aggregated Option Exercises
in Last Fiscal Year and Fiscal Year-end Option Values", and
Long-term Incentive Plans - Awards in Last Fiscal Year included
in the definitive Proxy Statement which will be filed, pursuant to
regulation 14A with the SEC by May 1, 1994, and is hereby
incorporated by reference.

The Company's Executive Compensation Program is comprised
of the following elements:

Base Salary

Salaries for Executive Officers are established on the basis of the
qualifications and experience of the executive, the nature of the
job responsibilities and salaries for competitive positions in the

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retailing industry.

Executive Officers' base salaries are reviewed annually and are

approved by the Compensation/Employee Stock Option
Committee of the Board of Directors (Committee). Salaries of
Executive Officers are compared with those of comparable
executive positions in the retailing industry throughout the United
States. The Committee uses the median level of base salary as a
guideline, in conjunction with the executive's performance and
qualifications, for establishing salary levels.

Management Bonus Program

All Executive Officers participate in the Company's Management
Bonus Program. This Plan provides award opportunities which
can be earned upon achievement by the Company of pre-set
annual financial goals. Based on the annual business plan
developed by management, the Committee establishes financial
goals for each fiscal year as well as the award opportunities
provided to each participant and the relationship between the
performance goals and the award opportunities.

Under the Plan, no bonuses are paid if performance is below the
threshold level of Corporate profitability set by the Committee at
the beginning of the year. If the threshold level is achieved, a
minimum bonus payment is earned, typically 25 % of the stated
bonus opportunity for the executive. Additional bonus amounts
are earned on a proportionate scale up to 100% of the stated
bonus opportunity if pre-set financial goals are met. Designated
senior managers and executives can earn a bonus premium
ranging from 27% to 43% of stated bonus opportunity if financial
goals are exceeded. The maximum bonus, including bonus
premium, which can be earned by any executive of the Company
for 1994 is 70% of base annual salary.

Stock Appreciation Incentive Plan

The Stock Appreciation Incentive Plan is a "phantom stock"
incentive plan which provides participating executives with the
opportunity to earn cash incentive awards based on the
Company's stock price appreciation during a defined performance
cycle. Each participant is granted a specified number of units
(reflecting the nature and magnitude of the executive's position
and competitive marketplace long term incentive compensation
opportunities). The amount of award earned by the participant for
the performance cycle is equal to the difference between the price
of the Company's Common Stock at the beginning of the cycle

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and the two month average stock price as measured at the end of
the period, multiplied by the number of units granted to the
participant. The amount of incentive compensation which can be
paid to any participant for a performance cycle is limited to
$6,250 per 1,000 units.

The term of the Stock Appreciation Incentive Plan has expired
and no further awards may be made under the Plan.

1985 Stock Option Plan

The 1985 Stock Option Plan allows the Committee to make grants
of non-qualified stock options and/or incentive stock options. The
Committee is empowered to set the option price on any grant
(with the requirement that the option price on any incentive stock
options cannot be less than the market price of the Company's
Common Stock on the date on which the incentive stock option is
granted). Non qualified stock options may be granted at market
price, below market price or above market price, as of the date
the options are granted. All stock options which have been
granted under the Plan measure performance and create
compensation solely on the basis of the appreciation in the price
of the Company's Common Stock above the fair market value on
the date of the grant.

All options under the Plan must be granted prior to March 25,
1995, and no option may have a term exceeding ten years. Four
million shares of the Company's Common Stock were originally
authorized for grants under the Plan. Of that amount, options
covering 2,814,000 shares had been granted by January 31, 1994,
and 154,220 shares continued to be outstanding and unexercised
on that date.

1994 Incentive Plan

On January 31, 1994, the Board of Directors voted to amend and
restate the 1985 Stock Option Plan as the 1994 Incentive Plan.
The 1994 Incentive Plan is submitted for shareholder approval in
the Proxy and described therein.

The purpose of the 1994 Incentive Plan is to enable the Company
to attract, motivate, retain and reward the executives whose
leadership and performance are critical to the Company's success
in enhancing shareholder value, to place further emphasis on
executive ownership of Company Stock, to continue previously
established incentive compensation practices under a single plan
and to assure deductibility of executive compensation.

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Benefit Restoration Plan

The Benefit Restoration Plan was adopted by the Company in
May 1990, to provide qualifying executives with benefits
equivalent to those received by all other employees under the
Company's basic qualified employee benefit plans. Qualifying
executives are those executives whose annual additions and other
benefits, as normally provided to all participants under those
qualified plans, would be curtailed by the effect of Internal
Revenue Code restrictions, and who are selected by the
Committee to participate in the Plan. The Benefit Restoration
Plan benefits are determined annually. Participating executives
may elect annually to defer benefits or to receive a current cash
payment.

Other Compensation

The Company's Executive Officers participate in the various
qualified and non qualified employee benefit plans sponsored by
the Company. The Company makes only nominal use of
perquisites in compensating its Executive Officers.

Item 12 Security Ownership of Certain Beneficial Owners and
Management

Reference is made to "Security Ownership of Certain Beneficial
Owners and Management" included in the definitive Proxy
Statement which will be filed pursuant to regulation 14A, with the
SEC by May 1, 1994, and is hereby incorporated by reference.

Item 13 Certain Relationships and Related Transactions

Reference is made to "Information About the Board of Directors
and Committees of the Board", "Certain Relationships and Related
Transactions" included in the definitive Proxy Statement which
will be filed, pursuant to regulation 14A, with the SEC by May 1,
1994, and is hereby incorporated by reference.

Part IV

Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8 K

a) 1 Financial Statements
Reference is made to the following items and page numbers appearing
in the Annual Report to Security Holders for fiscal year ended January
31, 1994:

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Pages
Independent Auditors' Report 16

Consolidated Statements of Current and Retained
Earnings for each of the fiscal years in the three-
year period ended January 31, 1994 20

Consolidated Balance Sheets at January 31, 1994, 1993 21

Consolidated Statements of Cash Flows for each of the
fiscal years in the three-year period ended
31-Jan-94 22

Notes to Consolidated Financial Statements for each
of the fiscal years in the three year period ended
31-Jan-94 23-29

a) 2 Financial Statement Schedules
Included in Part IV of this report:

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Independent Auditors' Report on Financial Statement Schedules

For the three fiscal years ended January 31, 1994, 1993 and 1992:

Schedule V Property, Improvements and Equipment

Schedule VI Accumulated Depreciation and Amortization

The above listed financial statements are presented on a consolidated basis only since the
Company is primarily an operating company and its subsidiaries included for the periods
presented in the consolidated financial statements are totally held subsidiaries.
Schedules other than those listed above are omitted because of the absence of conditions
under which they are required or because information required is included in financial
statements or the notes thereto.

Part IV

a) 3 Exhibits

3.1 Restated and Amended Charter.

3.2 Bylaws, as amended.

4.1 Rights Agreement dated as of September 9, 1988 between the
Company and Wachovia Bank and Trust Co., N.A., as Rights

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Agent (filed as Exhibit 4.1 to the Company's Form 8 K dated
September 9, 1988 and incorporated by reference herein).

-10.1 Lowe's Companies, Inc. 1985 Stock Option Plan (filed as
Exhibit C to the Company's Proxy Statement dated May 31,
1985 and incorporated by reference herein).

-10.2 Post Effective Amendment No. 1 to Lowe's Companies, Inc.
1985 Stock Option Plan (filed on the Company's Form S 8 dated
June 23, 1987 (No. 33 2618) and incorporated by reference
herein).

-10.3 Lowe's Companies, Inc. 1989 Non Employee Directors' Stock
Option Plan (filed as Exhibit A to the Company's Proxy
Statement dated June 9, 1989 and incorporated by reference
herein).

-10.4 Lowe's Companies, Inc. 1990 Benefit Restoration Plan (filed as
Exhibit 10.4 to the Company's Annual Report on Form 10 K for
the year ended January 31, 1991, and incorporated by reference
herein).

-10.5 Lowe's Companies, Inc. Stock Appreciation Incentive Plan (filed
as Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the year ended January 31, 1992, and incorporated by
reference herein).

-10.6 Indenture dated April 15, 1992 between the Company and
Chemical Bank, as Trustee (filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (No. 33-47269)
and incorporated by reference herein).

-10.7 Indenture dated July 22, 1994 between the Company and
Wachovia Bank of North Carolina, N.A., as Trustee (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-
3 (No. 33-64560) and incorporated by reference herein).

-10.8 Form of Indenture between the Company and Chemical Bank, as
Trustee (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (No. 33-51865) and incorporated by
reference herein).

-10.9 Form of Indenture between the Company and Wachovia Bank of
North Carolina, N.A., as Trustee (filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-3 (No. 33-51865)
and incorporated by reference herein).

-13 Annual Report to Security Holders for fiscal year ended January

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31, 1994.

-21 List of Subsidiaries.

-23 Consent of Deloitte & Touche

-27 Financial Data Schedule

b) Reports on Form 8 K

There were no reports on Form 8-K filed by the registrant during the last quarter
of the period covered by this report.

Part IV

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registra
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

_____/s/ Lowe's ComInc.______________

Lowe's Companies, Inc.

By:_______/s/ Leonard G. Herring

4-30-94 Leonard G. Herring
Date President, Chief Executive Officer
and Director

By:_______/s/ Harry B. Underwood

4-30-94 Harry B. Underwood II

Date Senior Vice President and Treasurer
(Chief Financial Officer)

4-30-94 By:______/s/ Richard D. Elledge
Date
Richard D. Elledge
Vice President,
and Chief Accounting Officer

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

Chairman of the Board of
/s/ Robert L. StricklanDirectors and Director
4-30-94

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Robert L. Strickland Date
President, Chief Executive
/s/ Leonard G. Herring Officer and Director
4-30-94
Leonard G. Herring Date
Director
/s/ Petro Kulynych
4-30-94
Petro Kulynych Date
Director
/s/ John M. Belk
4-30-94
John M. Belk Date
Director
/s/ Gordon E. Cadwgan
4-30-94
Gordon E. Cadwgan Date
Director
/s/ William A. Andres
4-30-94
William A. Andres Date
Director
4-30-94
Russell B. Long Date
Director
/s/ Robert G. Schwartz
4-30-94
Robert G. Schwartz Date
Director
/s/ Jack C. Shewmaker
4-30-94
Jack C. Shewmaker Date