EXHIBIT 99.2

     CODE OF ETHICS FOR THE COMPANY'S CEO, CFO, AND OTHER SENIOR EXECUTIVES

                                    PREAMBLE
Office Depot, Inc. (the "Company") recognizes that the quality, integrity and
transparency of its financial statements are of paramount importance in
establishing and maintaining the trust and confidence in the Company, its Board
of Directors and Management on the part of stockholders, employees, the New
York Stock Exchange, the financial community generally, and governmental
securities regulatory bodies.

Pursuant to the mandate of the Sarbanes-Oxley Act of 2002 (the "Act") and
regulations of the United States Securities and Exchange Commission ("SEC")
promulgated pursuant to the authority and mandate of the Act, this Code of
Ethics has been adopted for our CEO, CFO, Controller, Division Presidents and
Executive Vice Presidents of the Company (collectively the "Senior Officers").

Each of the Senior Officers of Office Depot, Inc. is bound by the following
Code of Ethics. Each Senior Officer shall:

         1.       Be committed to the highest standards of honest and ethical
                  conduct, including the ethical handling of actual or apparent
                  conflicts of interest between their personal and professional
                  relationships in the performance of their duties as Senior
                  Officers of the Company.

         2.       Be committed to the full, fair, accurate, timely and
                  understandable disclosure in reports and documents that the
                  Company files with, or submits to, the SEC and in other
                  public communications made by the Company, of all information
                  relating to the Company, its financial condition and results
                  of operations.

         3.       Be committed to compliance with all applicable governmental
                  laws, rules and regulations relating to the conduct of the
                  businesses of the Company and to required reports regarding
                  the financial condition and results of business operations of
                  the Company, including the laws of all countries in which the
                  Company operates.

         4.       Act in good faith, responsibly, with due care, competence and
                  diligence, without misrepresenting material facts or allowing
                  one's independent judgment to be subordinated to any personal
                  interest.

         5.       Respect the confidentiality of information acquired in the
                  course of serving as a Senior Officer of the Company except
                  when authorized or otherwise legally obligated to make
                  disclosure. Confidential information shall not be used for
                  personal advantage.

         6.       Report violations of this Code of Ethics to the General
                  Counsel and/or the Vice President, Internal Audit of the
                  Company, or directly to the Audit Committee of the Board of
                  Directors of the Company, as soon as practicable after
                  learning of any such violation.

         7.       Hold themselves accountable for adherence to this Code of
                  Ethics, and understand that the Company's Board of Directors
                  will hold them accountable, as Senior Officers of the
                  Company, to this Code of Ethics.