SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




                Date of Report (Date of earliest event reported):
                           May 13, 1997 (May 9, 1997)

                             LOWE'S COMPANIES, INC.
               (Exact name of registrant as specified in charter)

North Carolina                    0-94                         56-0578072
(State or other                (Commission                   (IRS Employer
jurisdiction of                File Number                  Identification No.)
incorporation)


                       P.O. Box 1111
             North Wilkesboro, North Carolina                   28656-0001
         (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (910) 651-4000


                                 Not Applicable
          (former name or former address if changed since last report)

                               Page 1 of 4 pages.
                        Exhibit Index appears on page 4.






ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) The  following  exhibits  are  filed in  connection  with  the  Registrant's
offering from time to time of its Medium-Term Notes, Series B (the "Notes"),  at
an aggregate initial offering price not to exceed  $350,000,000  pursuant to its
Registration  Statements  on Form S-3 (File Nos.  33-51865 and  333-14257).  The
Notes will be issued under the Amended and Restated Indenture, dated December 1,
1995, between the Registrant and The First National Bank of Chicago, as trustee,
which  Indenture is filed as an exhibit to the Current  Report on Form 8-K filed
by the  Registrant on December 15, 1995. The offering is made only by means of a
prospectus.

         Exhibits

         1.1      Distribution Agreement, dated May 9, 1997, among Merrill Lynch
                  & Co.,  Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated,
                  Lehman Brothers Inc., Morgan Stanley & Co.
                  Incorporated and Lowe's Companies, Inc.

         1.2      Administrative  Procedures  for Fixed Rate and  Floating  Rate
                  Medium-Term Notes, dated as of May 9, 1997.

         4.1      Amended  and  Restated  Indenture,  dated  December  1,  1995,
                  between Lowe's Companies,  Inc. and The First National Bank of
                  Chicago,  as  trustee  (filed as  Exhibit  4.1 to the  Current
                  Report  on  Form  8-K of  Lowe's  Companies,  Inc.,  filed  on
                  December 15, 1995, and incorporated by reference herein).

         4.2      Form of Lowe's Companies, Inc. Floating Rate Medium-Term Note,
                  Series B.

         4.3      Form of Lowe's  Companies,  Inc. Fixed Rate Medium-Term  Note,
                  Series B.





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                                    SIGNATURE

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 hereunto duly authorized.




                                            LOWE'S COMPANIES, INC.



Date:  May 13, 1997                         /s/  Robert A. Niblock
                                            ------------------------
                                            Name:  Robert A. Niblock
                                            Title: Vice President and Treasurer








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                                  EXHIBIT INDEX

         1.1      Distribution Agreement, dated May 9, 1997, among Merrill Lynch
                  & Co.,  Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated,
                  Lehman Brothers Inc., Morgan Stanley & Co.
                  Incorporated and Lowe's Companies, Inc.

         1.2      Administrative   Procedures   for  Fixed  and  Floating   Rate
                  Medium-Term Notes, dated as of May 9, 1997.

         4.1      Amended  and  Restated  Indenture,  dated  December  1,  1995,
                  between Lowe's Companies,  Inc. and The First National Bank of
                  Chicago,  as  trustee  (filed as  Exhibit  4.1 to the  Current
                  Report  on  Form  8-K of  Lowe's  Companies,  Inc.,  filed  on
                  December 15, 1995, and incorporated by reference herein).

         4.2      Form of Lowe's Companies, Inc. Floating Rate Medium-Term Note,
                  Series B.

         4.3      Form of Lowe's  Companies,  Inc. Fixed Rate Medium-Term  Note,
                  Series B.












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