SENIOR OFFICERS' BONUS POOL PLAN, AS AMENDED

The performance goals contained in the Senior Officers' Bonus Pool Plan (the
"SOBP") as adopted by the Compensation Committee of the Board of Directors of
The Home Depot, Inc. (the "Company"), a committee of outside directors (the
"Committee") will govern the award of annual bonuses to Mr. Bernard Marcus,
Chief Executive Officer of the Company (the "CEO") and Mr. Arthur M. Blank,
Chief Operating Officer of the Company (the "COO"), who are the designated
eligible participants.

Moreover, pursuant to the applicable provisions of the Omnibus Budget
Reconciliation Act of 1993 ("OBRA"), the U.S. Department of the Treasury could
limit the Company's federal tax deduction for compensation paid to its senior
officers to $1 million each, unless compensation in excess of this amount is
based on the achievement of performance goals and eligibility requirements. 
The SOBP qualifies as performance-based compensation and all sums paid
thereunder should be deductible by the Company.  In 1993, the SOBP allowed the
CEO and the COO collectively to earn a bonus based on 1.25% of the Company's
earnings up to $54 million and 2.0% of earnings above $54 million (before
being adjusted for the bonus pool and income taxes) up to a maximum amount of
$4 million.  In order to comply with a "safe harbor" under proposed
regulations adopted under OBRA, the Committee has revised the SOBP to allow
the CEO and the COO collectively to earn a bonus equal to 10% of the Company's
earnings in excess of a threshold amount as established by the Committee (the
"Earnings Threshold"), subject to an annual maximum established by the
Committee.  The Earnings Threshold for fiscal 1995 is equal to $604,501,000,
which is approximately equal to the Company's net earnings for fiscal 1994. 
Monies payable from the SOBP are to be shared by the CEO and COO at the ratio
of 50% each.  For fiscal 1995, the maximum amount awardable under the SOBP 
is $4 million; however, the actual benefits to be paid under the SOBP
are not presently determinable.

Prior to awarding any cash bonuses for the 1994 fiscal year and all subsequent
years covered by the SOBP, the Committee will evaluate the performance of the
Company to certify that the performance goals have been met.