UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 10-Q
(Mark One)
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  July 28, 1996

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

For the transition period from                    to

Commission file number 1-8207

                           THE HOME DEPOT, INC.

          (Exact name of registrant as specified in its charter)

     Delaware                                95-3261426
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification
							    Number)

2727 Paces Ferry Road         Atlanta, Georgia          30339
(Address of principal executive offices)              (Zip Code)

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



(Former name, former address and former fiscal year, if changed since last
report.)

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

                  APPLICABLE ONLY TO CORPORATE ISSUERS:

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

         $.05 par value 479,107,754 Shares, as of August 15, 1996

                  THE HOME DEPOT, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                              JULY 28, 1996

                                                                       Page
Part I.  Financial Information:

     Item 1.  Financial Statements
     CONSOLIDATED STATEMENTS OF EARNINGS -
          Three-Month and Six-Month Periods
          Ended July 28, 1996 and July 30, 1995                           3

     CONSOLIDATED CONDENSED BALANCE SHEETS -
          As of July 28, 1996 and January 28, 1996                        4

     CONSOLIDATED STATEMENTS OF CASH FLOWS -
          Six-Month Periods
          Ended July 28, 1996 and July 30, 1995                           5

     NOTES TO CONSOLIDATED CONDENSED
        FINANCIAL STATEMENTS                                              6

     Item 2.  Management's Discussion and Analysis of Results
     of Operations and Financial Condition                           7 - 10

Part II.  Other Information:

     Item 4.  Submission of Matters to a Vote of Security Holders        11

     Item 6.  Exhibits and Reports on Form 8-K                           11

     Signature Page                                                      12

     Index to Exhibits                                                   13




                 PART I.  FINANCIAL INFORMATION
                                
              THE HOME DEPOT, INC. AND SUBSIDIARIES
                                
               CONSOLIDATED STATEMENTS OF EARNINGS
                                
                           (Unaudited)
                                
              (In Thousands, Except Per Share Data)


                             Three Months Ended         Six Months Ended
                            July 28,    July 30,        July 28, July 30,
                               1996        1995            1996      1995

                                                     
Net Sales                  $ 5,292,917 $ 4,151,722   $ 9,655,132 $ 7,720,684 
Cost of Merchandise Sold     3,856,022   3,028,676     6,998,307   5,600,117
 Gross Profit                1,436,895   1,123,046     2,656,825   2,120,567

Operating Expenses:
 Selling and Store Operating   904,708     699,700     1,720,717   1,365,677
 Pre-Opening                    10,143      13,485        23,002      26,020
 General and Administrative     80,108      67,703       152,208     132,559
  Total Operating Expenses     994,959     780,888     1,895,927   1,524,256

  Operating Income             441,936     342,158       760,898     596,311

Interest Income (Expense):
 Interest and Investment 
  Income                         2,833       4,655         6,959       8,855
 Interest Expense                 (405)     (1,216)       (2,734)     (3,454)
  Interest, Net                  2,428       3,439         4,225       5,401
 
  Earnings Before Income 
   Taxes                       444,364     345,597       765,123     601,712

Income Taxes                   174,190     132,710       299,930     231,060

  Net Earnings             $   270,174 $   212,887   $   465,193 $   370,652

Earnings Per Common and
 Common Equivalent Share   $      0.56 $      0.45   $      0.97 $      0.78
 
Dividends Per Share        $      0.06 $      0.05   $      0.11 $      0.09

Weighted Average Number of
 Common and Common
 Equivalent Shares             482,446     477,737       481,384     477,424


See accompanying notes to consolidated condensed financial
statements.



              THE HOME DEPOT INC. AND SUBSIDIARIES
                                
              CONSOLIDATED CONDENSED BALANCE SHEETS
                                
                           (Unaudited)
              (In Thousands, Except Share Data)


                                                    July 28,     January 28,
ASSETS                                                 1996            1996

                                                           
Current Assets:
 Cash and Cash Equivalents                    $      33,224   $      53,269
 Short-Term Investments                                 233          54,756
 Receivables, Net                                   305,370         325,384
 Merchandise Inventories                          2,516,349       2,180,318
 Other Current Assets                                60,842          58,242
  Total Current Assets                            2,916,018       2,671,969

 Property and Equipment, at cost                  5,475,113       4,968,895
 Less: Accumulated Depreciation and 
       Amortization                                (605,918)       (507,871)
  Net Property and Equipment                      4,869,195       4,461,024

 Long-Term Investments                               13,831          25,436
 Notes Receivable                                    51,955          54,715
 Cost in Excess of the Fair Value of
  Net Assets Acquired                                86,416          87,238
 Other                                               60,137          53,651
                                              $   7,997,552   $   7,354,033

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts Payable                            $    1,229,334   $     824,808
 Accrued Salaries and Related Expenses              233,502         198,208
 Sales Taxes Payable                                144,453         113,066
 Other Accrued Expenses                             289,306         242,859
 Income Taxes Payable                                77,311          35,214
 Current Installments of Long-Term Debt               2,148           2,327
  Total Current Liabilities                       1,976,054       1,416,482

Long-Term Debt, excluding current installments      275,389         720,080
Other Long-Term Liabilities                         147,911         115,917
Deferred Income Taxes                                42,470          37,225
Minority Interest                                    87,176          76,563

Stockholders' Equity:
 Common Stock, par value $0.05.  
 Authorized: 1,000,000,000 shares; issued
 and outstanding - 479,056,000 shares at 7/28/96 
 and 477,106,000 shares at 1/28/96                   23,953          23,855
 Paid-In Capital                                  2,469,148       2,407,815
 Retained Earnings                                2,991,621       2,579,059
 Cumulative Translation Adjustments                  (4,745)         (6,131)
 Unrealized Loss on Investments, Net                    (42)            (47)
                                                  5,479,935       5,004,551

 Less:   Notes Receivable from ESOP                  10,890          16,539
         Shares Held in Employee Benefit Trust          493             246

  Total Stockholders' Equity                      5,468,552       4,987,766

                                         $        7,997,552  $    7,354,033

See accompanying notes to consolidated condensed financial
statements.




              THE HOME DEPOT, INC. AND SUBSIDIARIES
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           (Unaudited)

(In Thousands)                                               Six Months Ended
                       
                                               July 28, 1996    July 30, 1995
                                                              
Cash Provided from Operations:
Net Earnings                                    $    465,193     $    370,652

Reconciliation of Net Earnings to Net Cash
 Provided by Operations:
  Depreciation and Amortization                      109,332           82,494
  Deferred Income Tax Expense                          5,239            5,572
  Decrease (Increase) in Receivables, Net             10,459           (8,565)
  Increase in Merchandise Inventories               (335,628)        (265,748)
  Increase in Accounts Payable and 
   Accrued Expenses                                  545,634          486,355
  Increase in Income Taxes Payable                    47,932           49,486
  Other                                               13,586           20,742
     Net Cash Provided by Operations                 861,747          740,988

Cash Flows From Investing Activities:
Capital Expenditures                                (532,354)        (665,433)
Proceeds from Sales of Property and Equipment          9,709           14,433
Sales and Maturities of Short-Term 
 Investments, Net                                     66,132           16,777
Proceeds from Maturities of Long-Term Investments          0            4,688
Proceeds from Sales of Long-Term Investments               0            3,885
Advances Secured by Real Estate, Net                  11,489          (13,567)
     Net Cash Used in Investing Activities          (445,024)        (639,217)

Cash Flows From Financing Activities:
Repayments of Commercial Paper Obligations, Net     (454,000)        (100,000)
Cash Received from ESOP                                5,649              430
Principal Repayments of Long-Term Debt                (1,357)          (1,728)
Proceeds from Sale of Common Stock, Net               55,637           43,268
Shares Purchased for Employee Benefit Trust             (247)            (246)
Cash Dividends Paid to Stockholders                  (52,631)         (42,089)
Minority Interest Contributions to Partnership        10,289           16,374
     Net Cash Used in Financing Activities          (436,660)         (83,991)

Effect of Exchange Rate Changes on Cash                 (108)               8
(Decrease) Increase in Cash and Cash Equivalents     (20,045)          17,788
Cash and Cash Equivalents at Beginning of Period      53,269            1,154
Cash and Cash Equivalents at End of Period      $     33,224      $    18,942

See accompanying notes to consolidated condensed financial
statements.



              THE HOME DEPOT, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                               (Unaudited)

1.    Summary of Significant Accounting Policies:

      Basis  of  Presentation  -  The  accompanying  consolidated
      condensed  financial  statements  have  been  prepared   in
      accordance  with the instructions to Form 10-Q and  do  not
      include  all  of the information and footnotes required  by
      generally  accepted  accounting  principles  for   complete
      financial  statements.  In the opinion of  management,  all
      adjustments  (consisting  of  normal  recurring   accruals)
      considered  necessary  for a fair  presentation  have  been
      included.   These statements should be read in  conjunction
      with   the  consolidated  financial  statements  and  notes
      thereto  included in the Company's Annual  Report  on  Form
      10-K  for  the year ended January 28, 1996, as  filed  with
      the Securities and Exchange Commission (File No. 1-8207).



              THE HOME DEPOT, INC. AND SUBSIDIARIES
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                
The  data  below  reflects selected sales  data,  the  percentage
relationship   between  sales  and  major   categories   in   the
Consolidated Statements of Earnings, and the percentage change in
the dollar amounts of each of the items.

                                
                                                            Percentage Increase
                                                                (Decrease) in
                        Three Months Ended   Six Months Ended   Dollar Amounts
                       July 28,  July 30,   July 28,   July 30,   Three   Six
                          1996      1995       1996       1995    Months  Months
Selected Consolidated
Statements of Earnings Data
                                                        

Net Sales               100.0%      100.0%       100.0%       100.0% 27.5% 25.1%

Gross Profit             27.1        27.0         27.5         27.5  27.9  25.3

Operating 
 Expenses:
 Selling and 
  Store 
  Operating              17.1        16.9         17.8         17.7  29.3  26.0
 Pre-Opening              0.2         0.3          0.2          0.3 (24.8)(11.6)
 General and 
  Administrative          1.5         1.6          1.6          1.7  18.3  14.8

  Total Operating
   Expenses              18.8        18.8         19.6         19.7  27.4  24.4

  Operating Income        8.3         8.2          7.9          7.7  29.2  27.6

Interest Income 
 (Expense):
 Interest and 
  Investment
   Income                 0.1         0.1          0.1          0.1 (39.1)(21.4)
 Interest Expense         ---         ---         (0.1)         --- (66.7)(20.8)

  Interest, Net           0.1         0.1          0.0          0.1 (29.4)(21.8)

  Earnings Before 
   Income Taxes           8.4         8.3          7.9          7.8  28.6  27.2

Income Taxes              3.3         3.2          3.1          3.0  31.3  29.8
  Net Earnings            5.1%        5.1%         4.8%         4.8% 26.9  25.5

Selected 
Consolidated
Sales Data

Number of 
 Transactions     124,840,000  98,624,000  229,048,000  183,248,000  26.6  25.0

Average Amount of 
Sale Per
Transaction    $        42.40 $      42.10 $      42.15 $      42.13   0.7   0.0

Weighted Average 
Weekly Sales Per
Operating 
Store          $     911,000  $   871,000 $    848,000 $    832,000   4.6   1.9

Weighted Average 
Sales Per
Square Foot    $         450 $        433 $        419 $        414   3.9   1.2


                                

                  THE HOME DEPOT, INC. AND SUBSIDIARIES

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                               (CONTINUED)


RESULTS OF OPERATIONS

Sales  for  the  second quarter of fiscal 1996 increased  27%  to
$5,292,917,000 compared to sales of $4,151,722,000 for the second
quarter of fiscal 1995.  For the first six months of fiscal 1996,
sales   increased   25%   to   $9,655,132,000   from   sales   of
$7,720,684,000  for the comparable period in  fiscal  1995.   The
sales increase for both periods was primarily attributable to new
stores  (456  at  the end of the second quarter  of  fiscal  1996
compared to 379 at the end of the second quarter of fiscal  1995)
and  a comparable store-for-store sales increase of 9% and 6% for
the   second  quarter  and  first  six  months  of  fiscal  1996,
respectively.   For  the  second quarter, management  believes  a
portion  of  the  sales increase was also due to  pent-up  demand
resulting from a late start to the spring season.

Gross  profit  as  a percent of sales was 27.1%  for  the  second
quarter  of  fiscal  1996 compared to 27.0%  for  the  comparable
period  of  fiscal  1995.    The increase  for  the  quarter  was
primarily  attributable  to,  among  other  things,  changes   in
merchandise mix and more effective buying practices which reduced
the  Company's  merchandise cost.  For the first  six  months  of
fiscal  1996,  gross  profit  as a percent  of  sales  was  27.5%
compared to 27.5% for the comparable period of fiscal 1995.

Operating  expenses  as a percent to sales  were  18.8%  for  the
second  quarters of fiscal 1996 and fiscal 1995.  For  the  first
six  months  of fiscal 1996, operating expenses as a  percent  of
sales  were down slightly to 19.6% from 19.7% for the same period
of  fiscal  1995.   Selling  and store operating  expenses  as  a
percent  of  sales increased to 17.1% and 17.8%  for  the  second
quarter  and first six months of fiscal 1996, respectively,  from
16.9%  and  17.7% for the second quarter and first six months  of
fiscal  1995, respectively.  The increase for the second  quarter
was  attributable  to, among other things, one-time  expenditures
related  to  the  Olympic Games and higher store  relocation  and
remodeling costs resulting primarily from the adoption in  fiscal
1996 of certain accounting standards which changed the timing  of
recognition  of these expenses.  Additionally, profits  increased
in the Home Depot Canada partnership resulting in higher minority
interest.   Pre-opening expenses as a percent to sales  decreased
to  0.2%  for  both the second quarter and first  six  months  of
fiscal 1996 from 0.3% for the comparable periods of fiscal  1995.
These  decreases  were primarily attributable to  the  timing  of
store  openings,  as many of the Company's fiscal  third  quarter
1996 store openings are expected to occur the latter part of  the
quarter  and  as a result have not yet incurred significant  pre-
opening  expenses.   General  and administrative  expenses  as  a
percent  to  sales  decreased to 1.5% and  1.6%  for  the  second
quarter and first six months of fiscal 1996 from 1.6% and 1.7% in
the  second  quarter and first six months of fiscal 1995.   These
decreases were attributable to higher sales volumes and continued
focus on controlling costs.

Net  Interest income as a percent to sales increased to  0.1%  in
the  second  fiscal quarter of 1996 from 0.0% in  the  comparable
period of 1995 due to higher capitalized interest compared to the
prior  year.  Interest income for the first six months of  fiscal
1996  as  a  percent to sales was 0.1% compared to 0.1%  for  the
first six months of fiscal 1995.


              THE HOME DEPOT, INC. AND SUBSIDIARIES
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                           (CONTINUED)
                                

RESULTS OF OPERATIONS - (Continued)
                                
The  Company's  combined Federal and state effective  income  tax
rate  increased  to 39.2% for the second quarter  and  first  six
months  of  fiscal 1996 from 38.4% for the comparable periods  of
fiscal  1995.  In the fourth quarter of fiscal 1995, the  Company
adjusted its combined Federal and state effective income tax rate
to  38.8% for the fiscal year.  The increase in the rate for  the
second  quarter  and  first six months of fiscal  1996  from  the
adjusted  1995 tax rate was due to a higher effective  state  tax
rate.

Net  earnings  as a percent of sales were 5.1% and 4.8%  for  the
second quarter and first six months of fiscal 1996, respectively,
as well as for the comparable periods of fiscal 1995.

Earnings per share was $0.56 and $0.97 for the second quarter and
first  six months of fiscal 1996, respectively, compared to $0.45
and  $0.78 for the second quarter and first six months of  fiscal
1995, respectively.


LIQUIDITY AND CAPITAL RESOURCES

Cash  flow  generated from store operations provides the  Company
with   a   significant  source  of  liquidity.  Additionally,   a
significant portion of the Company's inventory is financed  under
vendor credit terms.

During the first six months of fiscal 1996, the Company opened 33
stores  and relocated 5 stores.  The Company currently  plans  to
open approximately 57 new stores and relocate 2 stores during the
last  six  months of fiscal 1996 and open approximately  117  new
stores,  including  relocations,  during  fiscal  1997.   Of  the
planned  90  new stores and 7 relocations in fiscal 1996,  it  is
expected that 74 will be owned and 23 will be leased.

In  June  1996, the Company entered into a $300,000,000 operating
lease  agreement for the purpose of financing construction  costs
of new stores.  Under the agreement, the lessor will purchase the
properties, pay for the construction costs and subsequently lease
the   facilities  to  the  Company.   The  lease   provides   for
substantial  residual  value  guarantees  and  includes  purchase
options  at original cost on each property.  This agreement  will
primarily cover new stores planned to open in 1996 and 1997.   In
addition to the leasing agreement, some planned locations for the
remainder of fiscal 1996 and 1997 will be leased directly, and it
is expected that many may be obtained through the purchase of pre-
existing leasehold interests, acquisition of land parcels and the
construction or purchase of buildings during fiscal 1996.   While
the cost of new stores to be constructed and owned by the Company
varies  widely,  principally due to land costs, new  store  costs
(including  land, building and fixtures) are currently  estimated
to  average approximately $13,800,000 per location.  The  Company
may  purchase  leasehold interests at varying  amounts  depending
upon   the  value  of  such  properties.   The  cost  to  remodel
(including leasehold interests) and fixture stores to  be  leased
is  expected to average approximately $2,300,000 per  store.   In
addition, each new store will require approximately $2,800,000 to
finance inventories, net of vendor financing.
                                

      
              THE HOME DEPOT, INC. AND SUBSIDIARIES
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                           (CONTINUED)
                                
                                
LIQUIDITY AND CAPITAL RESOURCES - (Continued)

As  of  July  28, 1996, the Company had $33,457,000 in  cash  and
short-term investments, and $13,831,000 in long-term investments.
Management believes that its current cash position, the  proceeds
from  short-term and long-term investments, internally  generated
funds,  funds  available  from the $300,000,000  operating  lease
agreement,  its commercial paper program, and/or the  ability  to
obtain  alternate sources of financing should enable the  Company
to  complete  its  capital expenditure programs, including  store
expansion and renovation, through the next several fiscal years.


IMPACT OF INFLATION AND CHANGING PRICES

Although  the  Company  cannot accurately determine  the  precise
effect  of  inflation  on its operations,  it  does  not  believe
inflation  has  had  a  material effect on sales  or  results  of
operations.

                                
                   PART II. OTHER INFORMATION
                                
                                
Item 4. Submission of Matters to a Vote of Security Holders

        At  the Company's Annual Meeting of Stockholders, on  May
        29,  1996, the stockholders elected the slate of nominees
        for  election as director with votes cast as follows: Mr.
        Bernard  Marcus had 411,214,359 shares for and  4,127,483
        shares  withheld;  Mr. Donald R. Keough  had  411,792,197
        shares for and 3,549,645 shares withheld; Mr. Kenneth  G.
        Langone  had 411,218,076 shares for and 4,123,766  shares
        withheld;  and  Mr.  John  L. Clendenin  had  410,794,093
        shares for and 4,547,749 shares withheld.  There were  no
        abstentions  or  broker  non-votes  applicable   to   the
        election  of  directors.  The following  other  directors
        have  terms of office as a director that continued  after
        the  meeting: Mr. Arthur M. Blank, Col. Frank Borman, Mr.
        Ronald  M.  Brill, Dr. Johnnetta B. Cole,  Mr.  Berry  R.
        Cox, Mr. Milledge A. Hart, III and Ms. M. Faye Wilson.
                          
        The stockholders adopted a proposal to approve the
        amendment to the Senior Officers' Bonus Pool Plan with
        votes cast as follows: 392,660,842 shares for;
        18,645,438  shares against; 4,035,562 shares abstained;
        and 0 broker non-votes.

Item 6.                   Exhibits and Reports on Form 8-K
                          
        (a) Exhibits

           10.  $300,000,000 Operating Lease Agreement between
                Home Depot U.S.A., Inc. and
                Credit Suisse Leasing 92-A

           11.1 Computation of Earnings per Common and Common
                Equivalent Share

           27.  Financial Data Schedule (only submitted to SEC
                in electronic format)
                
        (b) Reports on Form 8-K

           No reports on Form 8-K were filed during the quarter
           ended July 28, 1996.
           

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



                                                  THE HOME DEPOT, INC.
                                            
                                                    (Registrant)



                                            By:   /s/ Arthur M. Blank
                                                   Arthur M. Blank
                                                   President





                                                  /s/ Marshall L. Day
                                                  Marshall L. Day
                                                  Senior Vice President 
                                                  Chief Financial Officer


   August 26, 1996
       (Date)



                     THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                             INDEX TO EXHIBITS
                                     
                                     
                                     
                                     
Exhibit     Description
            
 10.        $300,000,000 Operating Lease Agreement between Home Depot
            U.S.A., Inc. and Credit Suisse Leasing 92-A

 11.1       Computation of Earnings per Common and Common Equivalent Share

 27.        Financial Data Schedule (only submitted to SEC in electronic
            format)