RESTATED CERTIFICATE OF INCORPORATION OF THE HOME DEPOT, INC., AS AMENDED

(Originally incorporated on June 29, 1978
under the name M. B. Associates Incorporated)

     FIRST: The name of the corporation (which is herein referred
to as the "Corporation") is The Home Depot, Inc.

     SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, in the City of
Wilmington, in the County of New Castle. The name of its registered
agent at that address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware.

     Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the Corporation shall have
the following purposes, objects and powers:

     To manufacture, purchase or otherwise acquire, invest in, own,
pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and deal with, any and all goods, wares, merchandise and
personal property relating to home improvement services, materials,
products, devices, manuals, audio-visual aids, tools and any and
all products related thereto of every kind and description.

     To do all and everything necessary, suitable and proper for
the accomplishment of any of the purposes or the attainment of any
of the objects or the furtherance of any of the powers herein before
set forth, either alone or in association with other corporations,
firms or individuals, and to do every other act or acts, thing or
things incidental to or growing out of or connected with the
aforesaid powers or any part or parts thereof, including, without
limitation, the acquisition and operation of businesses exclusively
or partially engaged in providing home improvement services,
materials, products, devices, manuals, audio-visual aids, tools,
and related products or services to consumers.

     The business or purpose of the Corporation is from time to
time to do any one or more of the acts and things herein before set
forth, and it shall have power to conduct and carry on said
business, or any part thereof, and to have one or more offices, and
to exercise any or all of its corporate powers and rights, in the
State of Delaware, and in the various other states, territories,
colonies and dependencies of the United States, in the District of
Columbia, and in all or any foreign countries.


     The enumeration herein of the objects and purposes of the
Corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any
powers, objects or purposes which the Corporation is empowered to
exercise, whether expressly by force of the laws of the State of
Delaware now or hereafter in effect, or impliedly by the reasonable
construction of said laws.

     FOURTH:  The total number of shares of stock which the
Corporation will have authority to issue is 2,500,000,000, all of
which shall be shares of Common Stock of the par value of five
cents ($.05) each.

     FIFTH:  The name and mailing address of the sole incorporator
is as follows:

     Kenneth G. Langone  c/o INVEMED ASSOCIATES INCORPORATED
               375 Park Avenue
               New York. New York 10022

     SIXTH:   1.  The business and affairs of the Corporation shall
be managed by or under the direction of a Board of Directors
consisting of not less than three nor more than fifteen directors,
the exact number of directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of the entire
Board of Directors. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire Board of
Directors. At the meeting of stockholders at which this Article is
adopted, Class I, II and III directors shall be elected to serve
until the 1987, 1986 and 1985 annual meetings of stockholders,
respectively.

     2.  At each annual meeting of the stockholders beginning with
1985, successors to the class of directors whose term expires at
that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office until
the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however,
to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled
by a majority of the Board of Directors then in office, and any
other vacancy occurring in the Board of Directors may be filled by
a majority


of the directors then in office, although less than a
quorum, or by a sole remaining director.  Any director elected to
fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his
predecessor.

     3.  No person (other than a person nominated by or on behalf
of the Board of Directors) shall be eligible for election as a
director at any annual or special meeting of stockholders unless a
written request that his or her name be placed in nomination is
received from a stockholder of record by the Secretary of the
Corporation not less than 30 days prior to the date fixed for the
meeting, together with the written consent of such person to serve
as a director.

     4.  Except to the extent prohibited by law, the Board of
Directors shall have the right (which, to the extent exercised,
shall be exclusive) to establish the rights, powers, duties, rules
and procedures that from time to time shall govern the Board of
Directors and each of its members, including without limitation the
vote required for any action by the Board of Directors, the
determination by resolution of the Board of Directors of the
officers of the Corporation and their respective titles and duties,
the determination by resolution of the Board of Directors of the
manner of choosing the officers of the Corporation and the terms of
their respective offices, the determination by resolution of the
Board of Directors of the terms and conditions under which the
Corporation shall exercise the powers granted to it as of January
I, 1984 by Section 145 of the Delaware General Corporation Law, as
such powers may exist from time to time after January 1, 1984, and
that from time to time shall affect the directors' power otherwise
to manage the business and affairs of the Corporation; and,
notwithstanding any other provision of this Certificate of
Incorporation to the contrary, no by-law shall be adopted by
stockholders which shall interpret or qualify, or impair or impede
the implementation of, the foregoing. Any inconsistency between, on
the one side, a document which implements the provisions of this
paragraph 4 and sets forth the rights, powers, duties, rules and/or
procedures governing the Board of Directors and, on the other side,
any by-law or other corporate document shall be construed in favor
of the document setting forth such rights, powers, duties, rules
and/or procedures.

     5.  No action shall be taken by stockholders of the
Corporation except at an annual or special meeting of the
stockholders of the Corporation. Except to the extent, if any,
otherwise required by law, a special meeting of the stockholders of
the Corporation may be called only by the Chairman of the Board of
Directors, the President or the Board of Directors of the
Corporation.

     6.  No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, change or repeal any of the
provisions of this Article SIXTH, unless the amendment effecting
such amendment, alteration, change or repeal shall receive the
affirmative vote of the holders of eighty percent (80%) of all
shares of stock of the Corporation entitled to vote in the election
of directors, considered for the purposes of this Article SIXTH as
one class; provided that this paragraph 6 shall not apply to, and
such eighty percent (80%) vote or consent shall not be required
for, any amendment, alteration, change or repeal unanimously


recommended to the stockholders by the Board of Directors of the
Corporation if each of such directors is a person who would be
eligible to serve as a continuing director as hereinafter defined
in paragraph 7 of this Article SIXTH.

     7.  As used in paragraph 6 of this Article SIXTH, (a) the term
"continuing director" shall mean either a person who was a member
of the Board of Directors of the Corporation elected by the
stockholders of the Corporation prior to the time that an "other
entity" acquired in excess of ten percent (10%) of the stock of the
Corporation entitled to vote in the election of directors, or a
person recommended to succeed any continuing director by a majority
of continuing directors; (b) the term "other entity" shall include
any corporation, person or other entity (other than the
Corporation, any of its subsidiaries or a trustee holding stock for
the benefit of employees of the Corporation or its subsidiaries, or
any one of them, pursuant to one or more employee benefit plans or
arrangements) and any other entity with which it or its "affiliate"
or "associate" (as defined below) has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of stock of the
Corporation, or which is its "affiliate" or "associate" as those
terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect
on January 1, 1984, together with the successors and assigns of
such persons in any transaction or series of transactions not
involving a "public offering" of the Corporation's stock within the

meaning of the Securities Act of 1933, provided that "other entity"
does not include any one or any group of more than one of the
persons who were directors of the Corporation as of January 1,
1984, or any one or any group of more than one continuing director
(as defined above); (c) an other entity (as defined above) shall be
deemed to be the beneficial owner of any shares of stock of the
Corporation which such other entity has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise; and (d) the outstanding shares
of any class of stock of the Corporation shall include shares
deemed owned through application of clause (c) above but shall not
include any other shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights, warrants or
options, or otherwise.

     8.  A majority of the continuing directors shall have the
power and duty to determine for the purposes of this Article SIXTH
on the basis of information known to them whether (a) such other
entity beneficially owns more than ten percent (10%) of the
outstanding shares of stock of the Corporation entitled to vote in
the election of directors, (b) an other entity is an "affiliate" or
"associate" (as defined above) of another, or (c) an other entity
has an agreement, arrangement or understanding with another.

     SEVENTH:  The Board of Directors shall have power to make,
alter or repeal the by-laws of the Corporation, except as may
otherwise be provided in the by-laws.

     EIGHTH:  1.  The affirmative vote or, if permitted under this
Certificate of Incorporation, consent of the holders of eighty
percent (80%) of all shares of the Corporation entitled to vote in
the election of directors, considered for the purposes of this
Article EIGHTH as one class, shall be required for the adoption or
authorization of (i) a business


combination (as hereinafter
defined) with any other entity (as hereinafter defined) if, as of
the record date for the determination of stockholders entitled to
notice thereof and to vote thereon, or, if so permitted, consent
thereto, such other entity is the beneficial owner, directly or
indirectly, of more than twenty percent (20%) of the outstanding
shares of stock of the Corporation entitled to vote in the election
of directors, considered for the purposes of this Article EIGHTH as
one class, or (ii) a proposed dissolution of the Corporation or a
proposed amendment of the Certificate of Incorporation of the
Corporation which would either change the entitlement of the
holders of shares of Common Stock of the Corporation to vote in the
election of directors or would authorize the Corporation to issue
either shares of capital stock (other than shares of its Common
Stock) or bonds, debentures or other obligations, which, if issued,
would or could be entitled to vote in the election of directors if,
as of the record date for the determination of stockholders
entitled to notice of and to vote on or, if so permitted, consent
to such proposed dissolution or such proposed amendment, an other
entity (as hereinafter defined) is the beneficial owner, directly
or indirectly, of more than twenty percent (20%) of the outstanding
shares of stock of the Corporation entitled to vote in the election
of directors, considered for the purposes of this Article EIGHTH as
one class; provided that such eighty percent (80%) voting
requirement shall not be applicable to the adoption or
authorization of a business combination if:

     (a)  The cash, or fair market value of other consideration, to
be received per share by holders of shares of any class of capital
stock of the Corporation in such business combination bears the
same or a greater percentage relationship to the market price of
such shares of capital stock immediately prior to the announcement
of such business combination as the highest per share price
(including brokerage commissions and/or soliciting dealers' fees)
which such other entity has theretofore paid for any of such shares
of capital stock already owned by it bears to the market price of
such shares of capital stock immediately prior to the commencement
of acquisition of such shares of capital stock by such other
entity;

     (b)  The cash, or fair market value of other consideration, to
be received per share by holders of shares of any class of capital
stock of the Corporation in such business combination is not less
than the highest per share price (including brokerage commissions
and/or soliciting dealers' fees) paid by such other entity in
acquiring any of its holdings of such shares of capital stock

     (c)  After such other entity has acquired such greater-than-
twenty percent (20%) interest and prior to the consummation of such
business combination: (i) such other entity shall have taken steps
to ensure that the Corporation's Board of Directors included- at
all times representation by continuing director(s) (as hereinafter
defined) proportionate to the stockholdings of the Corporation's
stockholders not affiliated with such other entity (with a
continuing director to occupy any resulting fractional board
position); (ii) such other entity shall not have acquired any newly
issued shares of capital stock, directly or indirectly, from the
Corporation (except upon conversion of securities acquired by it
prior to obtaining such greater-than-twenty percent (20%) interest
or as a result of a pro rata stock dividend or stock


split); and
(iii) such other entity shall not have acquired any additional
shares of the Corporation's outstanding capital stock or securities
convertible into capital stock except as a part of the transaction
which results in such other entity acquiring such greater-than-
twenty percent (20%) interest; and

     (d)  Such other entity shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder) of
any loans, advances, guarantees, pledges or other financial
assistance or tax credits provided by the Corporation.

     The provisions of this Article EIGHTH shall also apply to a
business combination with any other entity which at any time has
been the beneficial owner, directly or indirectly, of more than
twenty percent (20%) of the outstanding shares of stock of the
Corporation entitled to vote in the election of directors,
considered for the purpose of this Article EIGHTH as one class,
notwithstanding the fact that such other entity has reduced its
shareholdings below twenty percent (20%) if, as of the record date
for the determination of stockholders entitled to notice of and to
vote on or, if so permitted, consent to the business combination,
such other entity is an "affiliate" of the Corporation (as
hereinafter defined).

     2.  As used in this Article EIGHTH, (a) the term "other
entity" shall include any corporation, person or other entity
(other than the Corporation, any of its subsidiaries or a trustee
holding stock for the benefit of employees of the Corporation or
its subsidiaries or any one of them, pursuant to one or more


employee benefit plans or arrangements) and any other entity with
which it or its "affiliate" or "associate" (as defined below) has
any agreement, arrangement or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting or
disposing of stock of the. Corporation, or which is its "affiliate"
or "associate" as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1984, together with
the successors and assigns of such persons in any transaction or
series of transactions not involving a "public offering" of the
Corporation's stock within the meaning of the Securities Act of
1933, provided that "other entity" does not include any one or any
group of more than one of the persons who were directors of the
Corporation as of January 1, 1984, or any one or any group of more
than one continuing director (as defined below), (b) an other
entity (as defined above) shall be deemed to be the beneficial
owner of any shares of stock of the Corporation which such other
entity has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise;
(c) the outstanding shares of any class of stock of the Corporation
shall include shares deemed owned through application of clause (b)
above but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise; (d) the term, "business
combination" shall include any merger or consolidation of the
Corporation with or into any other corporation, or the sale or
lease of all or any substantial part of the assets of the
Corporation to, or any sale or lease to the Corporation or any
subsidiary thereof in exchange for securities of the Corporation of
any assets (except assets having an aggregate fair market value of
less than $5,000,000) of, any other entity; (e) the term
"continuing director" shall mean either a person who was a member
of the Board of Directors of the Corporation elected by the
stockholders of the Corporation prior to the time that an other
entity acquired in excess of ten percent (10%) of the stock of the
Corporation entitled to vote in the election of directors, or a
person recommended to succeed any continuing director by a majority
of continuing directors; and (f) for the purposes of subparagraphs
l(a) and (b) of this Article EIGHTH the term "other consideration
to be received" shall mean capital stock of the Corporation
retained by its stockholders (other than such other entity) in the
event of a business combination with such other entity in which the
Corporation is the surviving corporation.

     3.  A majority of the continuing directors shall have the
power and duty to determine for the purposes of this Article EIGHTH
on the basis of information known to them whether (a) such other
entity beneficially owns more than ten percent (10%) or twenty
percent (20%) of the outstanding shares of stock of the Corporation
entitled to vote in the election of directors, (b) an other entity
is an "affiliate" or "associate" (as defined above) of another, (c)
an other entity has an agreement, arrangement or understanding with
another, or (d) the assets being acquired by


the Corporation, or any subsidiary thereof, have an aggregate fair
market value of less than $5,000,000.

     4.  No amendment to the Certificate of Incorporation of the
Corporation-
 shall amend, alter, change or repeal any of the provisions of this
Article EIGHTH, unless the amendment effecting such amendment,
alteration, change or repeal shall receive the affirmative vote or
consent of the holders of eighty percent (80%) of all shares of
stock of the Corporation entitled to vote in the election of
directors, considered for the purposes of this Article EIGHTH as
one class; provided that this paragraph 4 shall not apply to, and
such eighty percent (80%) vote or (if permitted under this
Certificate of Incorporation) consent shall not be required for,
any amendment, alteration, change or repeal unanimously recommended
to the stockholders by the Board of Directors of the Corporation if
all of such directors are persons who would be eligible to serve as
"continuing directors" within the meaning of paragraph 2 of this
Article EIGHTH.

     5.  Nothing contained in this Article EIGHTH shall be
construed to relieve any other entity from any fiduciary obligation
imposed by law.

     6.  The provisions of this Article EIGHTH shall not apply to:

     (a)  The adoption or authorization of any business combination
described in paragraph 1 of this Article EIGHTH if the Board of
Directors of the Corporation shall have approved by resolution a
memorandum of understanding with the other corporation, person or
entity with whom such business combination is proposed prior to the
time that such other corporation, person or entity shall have
become a beneficial owner of five percent (5%) or more of the
outstanding shares of any class of capital stock of the Corporation
entitled to vote in the election of directors: or

     (b)  The adoption or authorization of any business
combination, proposed dissolution or proposed amendment described
in paragraph 1 of this Article EIGHTH, if such business
combination, proposed dissolution or proposed amendment is
approved, prior to its adoption or authorization by the
stockholders of the Corporation, by a resolution of the Board of
Directors of the Corporation which is approved by at least two-
thirds of those members of the Board of Directors of the
Corporation who are not, at the time of their approval, involved
with and/or representing an other entity which, at such time, is
the beneficial owner, directly or indirectly, of more than twenty
percent (20%) of the outstanding shares of stock of the Corporation
then entitled to vote in the election of directors.

     NINTH:  No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General


Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.