1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                   FORM 10-Q


(Mark One)

/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

For the quarterly period ended              March 30, 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                     1-10948
                      -------------------------------------------------------

                             OFFICE DEPOT, INC.
- -----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

             Delaware                                           59-2663954
- -----------------------------------------------------------------------------
     (State or other jurisdiction                            (I.R.S. Employer
     incorporation or organization)                        Identification No.)

     2200 Old Germantown Road, Delray Beach, Florida              33445
- -----------------------------------------------------------------------------
     (Address of principal executive offices)                   (Zip Code)

                                 (407) 278-4800
- -----------------------------------------------------------------------------
              (Registrant's telephone number including area code)

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 requirement for the past 90 days.

                            Yes    X        No
                               ----------     ----------

The registrant had 156,659,542 shares of common stock outstanding as of May 6,
1996.

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                               OFFICE DEPOT, INC.

                                     INDEX

                                                                      Page

Part I.  FINANCIAL INFORMATION


          Item 1    Financial Statements

                    Consolidated Statements of Earnings for the
                    13  Weeks Ended March 30, 1996 and
                    April 1, 1995                                       3

                    Consolidated Balance Sheets as of
                    March 30, 1996 and December 30, 1995                4

                    Consolidated Statements of Cash Flows for the
                    13 Weeks Ended March 30, 1996 and
                    April 1, 1995                                       5

                    Notes to Consolidated Financial Statements      6 - 7

          Item 2    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations  8 - 13

Part II.  OTHER INFORMATION                                            13


SIGNATURE                                                              14

INDEX TO EXHIBITS                                                      15



                                       2
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                      OFFICE DEPOT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                    (In thousands, except per share amounts)
                                  (Unaudited)





                                             13 Weeks    13 Weeks
                                              Ended       Ended
                                            March 30,    April 1,
                                               1996        1995
                                            ---------   ----------
                                                  

 Sales                                      $1,632,995  $1,351,212
 Cost of goods sold and occupancy costs      1,277,617   1,046,383
                                            ----------  ----------

 Gross profit                                  355,378     304,829

 Store and warehouse operating
  and selling expenses                         246,773     203,167
 Pre-opening expenses                            1,141       3,252
 General and administrative expenses            44,443      37,104
 Amortization of goodwill                        1,330       1,295
                                            ----------  ----------
                                               293,687     244,818
                                            ----------  ----------


   Operating Profit                             61,691      60,011

 Other expense (income)
   Interest expense, net                         4,856       4,819
   Equity and franchise (income) loss, net         445        (32)
                                            ----------  ----------

   Earnings before income taxes                 56,390      55,224

 Income taxes                                   22,907      22,750
                                            ----------  ----------

   Net earnings                             $   33,483  $   32,474
                                            ==========  ==========

 Earnings per common and
  common equivalent share:
     Primary                                $     0.21  $     0.21
     Fully diluted                          $     0.21  $     0.21




                                       3


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                      OFFICE DEPOT, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)






                                                      March 30,   December 30,
                                                        1996          1995
                                                     -----------  ------------
                                                     (Unaudited)
                                                            

                  ASSETS

 Current Assets
   Cash and cash equivalents                         $    36,462  $     61,993
   Receivables, net of allowances                        346,254       380,431
   Merchandise inventories                             1,266,901     1,258,413
   Deferred income taxes                                  22,837        18,542
   Prepaid expenses                                       16,214        11,620
                                                     -----------  ------------

      Total current assets                             1,688,668     1,730,999

 Property and Equipment, net                             581,270       565,082
 Goodwill, net of amortization                           193,970       195,302
 Other Assets                                             42,710        39,834
                                                     -----------  ------------
                                                     $ 2,506,618  $  2,531,217
                                                     ===========  ============



      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities
   Accounts payable                                  $   758,059  $    841,589
   Accrued expenses                                      162,033       166,575
   Income taxes                                           34,898        10,542
   Current maturities of long-term debt                    2,400         3,309
                                                     -----------  ------------

      Total current liabilities                          957,390     1,022,015

 Long-Term Debt, less current maturities                 100,091       112,340
 Deferred Taxes and Other Credits                         16,620        11,297
 Zero Coupon, Convertible, Subordinated Notes            386,734       382,570

 Common Stockholders' Equity
   Common stock - authorized 400,000,000 shares of
     $.01 par value; issued 158,781,618 in 1996 and
     157,961,801 in 1995                                   1,588         1,580
   Additional paid-in capital                            615,200       605,876
   Foreign currency translation adjustment                  (821)         (794)
   Retained earnings                                     431,566       398,083
   Less: 2,163,447 shares of treasury stock               (1,750)       (1,750)
                                                     -----------  ------------
                                                       1,045,783     1,002,995
                                                     -----------  ------------
                                                     $ 2,506,618  $  2,531,217
                                                     ===========  ============



                                       4


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                      OFFICE DEPOT, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                  (Unaudited)



                                                               13 Weeks Ended  13 Weeks Ended     
                                                                 March 30,        April 1,        
                                                                    1996            1995          
                                                               -------------   -------------      
                                                                                         
Cash flows from operating activities                                                              
  Cash received from customers                                 $   1,610,048   $   1,319,819      
  Cash paid for merchandise inventories                           (1,270,582)     (1,047,341)     
  Cash paid for store and warehouse operating,                                                    
   selling and general and administrative expenses                  (323,238)       (288,459)     
  Interest received                                                      408              97      
  Interest paid                                                       (1,153)           (278)     
  Taxes paid                                                            (907)         (6,652)     
                                                               -------------   -------------      
                                                                                                  
  Net cash provided (used) by operating activities                    14,576         (22,814)     
                                                               -------------   -------------      
                                                                                                  
Cash flows from investing activities                                                              
  Capital expenditures-net                                           (28,165)        (47,326)     
                                                               -------------   -------------      
                                                                                                  
  Net cash used by investing activities                              (28,165)        (47,326)     
                                                               -------------   -------------      
                                                                                                  
Cash flows from financing activities                                                              
  Proceeds from exercise of stock options and sales                                               
   of stock under employee stock purchase plan                         6,495           3,963      
  Foreign currency translation adjustment                                (27)            345      
  Proceeds from long- and short-term borrowings                          ---          63,510      
  Payments on long- and short-term borrowings                        (18,410)         (1,889)     
                                                               -------------   -------------      
                                                                                                  
  Net cash provided (used) by financing activities                   (11,942)         65,929      
                                                               -------------   -------------      
                                                                                                  
  Net decrease in cash and cash equivalents                          (25,531)         (4,211)     
Cash and cash equivalents at beginning of period                      61,993          32,406      
                                                               -------------   -------------      
                                                                                                  
Cash and cash equivalents at end of period                     $      36,462   $      28,195      
                                                               =============   =============      
                                                                                                  
Reconciliation of net earnings to net cash                                                        
  provided (used) by operating activities                                                         
    Net earnings                                                      33,483   $      32,474      
    Adjustments to reconcile net earnings to net cash                                             
      provided (used) by operating activities                                                     
        Depreciation and amortization                                 19,091          14,534      
        Accreted interest on convertible, subordinated notes           4,164           4,056      
        Contributions of common stock to employee                                                        
          benefit and stock purchase plans                             1,061             910      
        Changes in assets and liabilities                                                                
          Decrease (increase) in receivables                          34,177          (2,009)     
          Increase in inventories                                     (8,488)        (69,721)     
          Increase in prepaid expenses and other assets              (12,294)         (7,874)     
          Increase (decrease) in accounts payable, accrued                                        
            expenses and deferred credits                            (56,618)          4,816     
                                                               -------------  --------------     
                                                                                                  
    Total adjustments                                                (18,907)        (55,288)    
                                                               -------------   -------------     
                                                                                                  
Net cash provided (used) by operating activities               $      14,576  $      (22,814)    
                                                               =============  ==============     




                                       5


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                      OFFICE DEPOT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The interim financial statements as of March 30, 1996 and for the 13 week
     periods ended March 30, 1996 and April 1, 1995 are unaudited; however,
     such interim statements reflect all adjustments (consisting only of normal
     recurring accruals) necessary for a fair presentation of the financial
     position and the results of operations for the interim periods presented.
     The results of operations for the interim periods presented are not
     necessarily indicative of the results to be expected for the full year.
     The interim financial statements should be read in conjunction with the
     audited financial statements for the year ended December 30, 1995.

2.   Net earnings per common and common equivalent share is based upon the
     weighted average number of shares and equivalents outstanding during each
     period.  Stock options are considered common stock equivalents.  The zero
     coupon, convertible, subordinated notes are not common stock equivalents.
     Net earnings per common share assuming full dilution was determined on the
     assumption that the convertible notes were converted as of the beginning
     of the period or when issued.  Net earnings under this assumption has been
     adjusted for interest net of its tax effect.

     The information required to compute net earnings per share on a primary
     and fully diluted basis is as follows:




                                               13 Weeks Ended  13 Weeks Ended
                                                 March 30,        April 1,
                                                    1996            1995
                                               --------------  --------------
                                                      (in thousands)
                                                                
 Primary:
    Weighted average number of common and
      common equivalent shares                      $ 158,123       $ 153,445
                                                    =========       =========

 Fully diluted:
    Net earnings                                    $  33,483       $  32,474
    Interest expense related to convertible
      notes, net of tax                                 2,540           2,474
                                                    ---------       ---------
    Adjusted net earnings                           $  36,023       $  34,948
                                                    =========       =========

    Weighted average number of common and
      common equivalent shares                        158,130         153,446
    Shares issued upon assumed conversion
      of convertible notes                             16,565          16,580
                                                    ---------       ---------
    Shares used in computing net earnings per
      common and common equivalent share
      assuming full dilution                          174,695         170,026
                                                    =========       =========




                                       6


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3.   The Consolidated Statements of Cash Flows do not include the following
     non-cash investing and financing transactions:



                                                13 Weeks Ended  13 Weeks Ended
                                                  March 30,        April 1,
                                                     1996            1995
                                                --------------  --------------
                                                          
  Additional paid-in capital related
     to tax benefit on stock options exercised      $1,775,000        $948,000
  Equipment purchased under capital leases           5,252,000             ---
  Conversion of convertible, subordinated
     debt to common stock                                  ---          14,000



4.    The Company has adopted the following Statements of Financial Accounting
      Standards ("SFAS") for the fiscal year ending December 28, 1996.

      SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of," establishes accounting standards
      for the impairment of long-lived assets, certain identifiable
      intangibles, and goodwill related to those assets to be held and used and
      for long-lived assets and certain identifiable intangibles to be disposed
      of.  Long-lived assets and certain identifiable intangibles to be held
      and used by a company are required to be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of
      an asset may not be recoverable.  Measurement of an impairment loss for
      such long-lived assets and identifiable intangibles should be based on
      the fair value of the asset.  Long-lived assets and certain identifiable
      intangibles to be disposed of are required to be reported generally at
      the lower of the carrying amount or fair value less cost to sell.  The
      adoption of SFAS No. 121 had no material effect on the Company's
      financial position as of March 30, 1996 or the results of its operations
      for the thirteen weeks ended March 30, 1996.

      SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
      financial accounting and reporting standards for stock-based employee
      compensation plans, including stock options, stock purchase plans,
      restricted stock, and stock appreciation rights.  SFAS No. 123 defines
      and encourages the use of the fair value method of accounting for
      employee stock-based compensation.  Continuing use of the intrinsic value
      based method of accounting prescribed in Accounting Principles Board
      Opinion No. 25 ("APB 25") for measurement of employee stock-based
      compensation is allowed with pro forma disclosures of net income and
      earnings per share as if the fair value method of accounting had been
      applied.  Transactions in which equity instruments are issued in exchange
      for goods or services from non-employees must be accounted for based on
      the fair value of the consideration received or of the equity instrument
      issued, whichever is more reliably measurable.  The Company has
      determined that it will continue to use the method of accounting
      prescribed in APB 25 for measurement of employee stock-based
      compensation, and will begin providing the required pro forma disclosures
      in its financial statements for the year ending December 28, 1996 as
      allowed by SFAS No. 123.


                                       7


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Item 2          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Sales increased 21% to $1,632,995,000 in the first quarter of 1996 from
$1,351,212,000 in the first quarter of 1995.  Approximately 11% of the increase
in sales was due to the 73 new stores (net of one store closure) opened
subsequent to the first quarter of 1995. Comparable sales for stores and
delivery facilities open for more than one year at March 30, 1996 increased 10%
for the first quarter of 1996.  Sales of computers, business machines and
related supplies rose as a percentage of total sales in 1996 over the
comparable 1995 period.  The Company opened four office supply stores in the
first quarter of 1996, bringing the total number of office supply stores open
at the end of the first quarter to 505, compared with 432 stores open at the
end of the first quarter of 1995.  The Company also operated 23 and 24 contract
stationer and delivery warehouses (customer service centers) at the end of the
first quarters of 1996 and 1995, respectively.  Several of these are new,
larger facilities which replaced existing facilities acquired as part of the
contract stationer acquisitions in 1993 and 1994.  Additionally, in the first
quarter of 1996, the Company opened one Images(TM) location and one Furniture
At Work(TM) store, resulting in a total of three Images(TM) locations and two
Furniture At Work(TM) stores open at quarter end.

Gross profit as a percentage of sales was 21.8% during the first quarter of
1996, as compared with 22.6% during the comparable quarter in 1995.  The
effects of purchasing efficiencies gained through vendor volume, rebate and
other discount programs, improved inventory loss experience, improved operating
efficiencies in the Company's crossdock facilities and leveraging occupancy
costs through higher average sales per store were offset by lower gross margins
resulting from an increase in sales of lower margin business machines and
computers, combined with decreased margins in the contract stationer business.
The Company's management believes that gross profit as a percentage of sales
may fluctuate as a result of numerous factors, including continued expansion of
its contract stationer business, competitive pricing in more market areas,
continued change in sales product mix, as well as purchasing efficiencies
realized through growth in total merchandise purchases.  Additionally,
occupancy costs may increase in many new markets and in certain existing
markets where the Company plans to add new stores and warehouses to complete
its market plan.

Store and warehouse operating and selling expenses as a percentage of sales
were 15.1% and 15.0% in the first quarter of 1996 and 1995, respectively.
Store and warehouse operating and selling expenses, consisting primarily of
payroll and advertising expenses, have increased primarily due to the Company's
expansion program and the integration of its delivery business.  While the
majority of store and warehouse expenses vary proportionately with sales, there
is a fixed cost component to these expenses that, as sales increase within each
store and warehouse and within a cluster of stores in a given market area,
should decrease as a percentage of sales.  This benefit may not be fully
realized, however, during periods when a large number of new stores and
delivery centers are being opened, as new facilities typically generate lower
sales than the average mature location, resulting in higher operating and
selling

                                       8


   9

expenses as a percentage of sales for new facilities.  This percentage is also
affected when the Company enters large metropolitan market areas where the
advertising costs for the full market must be absorbed by the small number of
stores initially opened.  As additional stores in these large markets are
opened, advertising costs, which are substantially a fixed expense for a market
area, should be reduced as a percentage of sales.  The Company has also
continued a strategy of opening stores in existing markets.  While increasing
the number of stores increases operating results in absolute dollars, this also
has the effect of increasing expenses as a percentage of sales since the sales
of certain existing stores in the market may initially be adversely affected.
In addition to the Company's retail expansion, the expenses incurred in the
integration of acquired facilities in its delivery business have contributed to
increased warehouse expenses.  These integration costs are expected to continue
to impact store and warehouse expenses at decreasing levels through the end of
1996.

Pre-opening expenses decreased to $1,141,000 in the first quarter of 1996 from
$3,252,000 in the comparable period in 1995.  Pre-opening expenses in the first
quarter of 1995 include costs associated with replacing four existing customer
service centers with larger, more functional facilities, while the first
quarter of 1996 pre-opening expenses include costs associated with replacing
one existing customer service center.  Additionally, the Company added four
office supply stores in the first three months of 1996, as compared with 12 new
office supply stores in the comparable 1995 period.  Pre-opening expenses,
which are currently approximately $150,000 per standard office supply store and
greater for a megastore, are predominately incurred during a six-week period
prior to the store opening.  Warehouse pre-opening expenses approximate
$500,000; however, these expenses may vary with the size of future warehouses.
These expenses consist principally of amounts paid for salaries and property
expenses.  Since the Company's policy is to expense these items during the
period in which they occur, the amount of pre-opening expenses in each quarter
is generally proportional to the number of new stores or customer service
centers opened or in the process of being opened during the period.

General and administrative expenses as a percentage of sales were 2.7% for both
the first quarter of 1996 and 1995.  General and administrative expenses
include, among other costs, site selection expenses and store management
training expenses, and therefore vary with the number of new store openings,
among other factors.  During 1995 and 1996, the Company increased its
commitment to improving the efficiency of its management information systems
and significantly increased its information systems programming staff.  While
this increases general and administrative expenses in current periods, the
Company believes the systems investment will provide benefits in the future.
These increases have been partially offset by a decrease in certain other
general and administrative expenses as a percentage of sales, primarily as a
result of the Company's ability to increase sales without a proportionate
increase in corporate expenditures for these expense categories.  However,
there can be no assurance that the Company will be able to continue to increase
sales without a proportionate increase in corporate expenditures for these
expense categories.  General and administrative expenses have been higher in
the contract stationers' business than in the retail business.






                                       9


   10




LIQUIDITY AND CAPITAL RESOURCES

Since the Company's inception in March 1986, the Company has relied on equity
capital, convertible debt and bank borrowings as the primary sources of its
funds.  Since the Company's store sales are substantially on a cash and carry
basis, cash flow generated from operating stores provides a source of liquidity
to the Company.  Working capital requirements are reduced by vendor credit
terms, which allow the Company to finance a portion of its inventories.  The
Company utilizes private label credit card programs administered and financed
by financial service companies, which allow the Company to expand its store
sales without the burden of additional receivables.  The Company has also
utilized capital equipment financings as a source of funds.

Sales made from the customer service centers are generally made under regular
commercial credit terms where the Company carries its own receivables.  As the
Company expands into servicing additional large companies, it is expected that
the Company's receivables will continue to grow.

In the first quarter of 1996, the Company added four office supply stores,
compared with 12 new office supply stores added in the first quarter of 1995.
Net cash provided by operating activities was $14,576,000 in the first three
months of 1996, compared with net cash used by operating activities of
$22,814,000 in the comparable 1995 period.  As stores mature and become more
profitable, and as the number of new stores opened in a year becomes a smaller
percentage of the existing store base, cash generated from operations should
provide a greater portion of funds required for new store inventories and other
working capital requirements.  Cash generated from operations will continue to
be impacted by an increase in receivables carried without outside financing and
increases in inventories at the stores as the Company continues to expand its
offerings in computers and business machines.  Capital expenditures are also
affected by the number of stores and warehouses opened, converted or acquired
each year and the increase in computer and other equipment at the corporate
office required to support such expansion.  Cash utilized for capital
expenditures was $28,165,000 and $47,326,000 in the first three months of 1996
and 1995, respectively.

During the 13 weeks ended March 30, 1996, the Company's cash balance decreased
approximately $25,531,000 and long- and short-term debt decreased by
approximately $18,410,000, excluding $4,164,000 in non-cash accretion of
interest on the Company's zero coupon, convertible debt and $5,252,000 of
equipment purchased under capital leases.

The Company has a credit agreement with its principal bank and a syndicate of
commercial banks to provide for a working capital line and letters of credit
totaling $300,000,000.  The credit agreement provides that funds borrowed will
bear interest, at the Company's option, at either: the higher of the prime rate
or .5% over the Federal Funds rate; the LIBOR rate plus .25% to .375%,
depending on the fixed charge coverage ratio; 1.75% over the Federal Funds
rate; or under a competitive bid facility.

                                       10


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The Company must also pay a facility fee of between .125% and .25% per annum,
depending on the Company's fixed charge coverage ratio on the available and
unused portion of the credit facility.  The credit facility currently expires
June 30, 2000.  As of March 30, 1996, the Company had outstanding borrowings of
$80,000,000 and had outstanding letters of credit totaling approximately
$14,848,000 under the credit facility.  The credit agreement contains certain
restrictive covenants relating to various financial statement ratios.  In
addition to the credit facility, the bank has provided a lease facility to the
Company under which the bank has agreed to purchase up to $25,000,000 of
equipment on behalf of the Company and lease such equipment to the Company.  As
of March 30, 1996, the Company has utilized approximately $12,682,000 of this
lease facility.

The Company plans to open approximately 75 new office supply stores and one or
two delivery warehouses during the remainder of 1996.  Management estimates
that the Company's cash requirements, exclusive of pre-opening expenses, will
be approximately $1,700,000 for each additional office supply store, which
includes an average of approximately $900,000 for leasehold improvements,
fixtures, point-of-sale terminals and other equipment in the stores, as well as
approximately $800,000 for the portion of the store inventories that is not
financed by vendors.  The cash requirements, exclusive of pre-opening expenses,
for a delivery warehouse is expected to be approximately $5,300,000, which
includes an average of $3,100,000 for leasehold improvements, fixtures and
other equipment and $2,200,000 for the portion of inventories not financed by
vendors.  In addition, management estimates that each new store and warehouse
will require pre-opening expenses of approximately $150,000 and $500,000,
respectively.  Pre-opening expenses for a megastore will be higher than a
regular office supply store.

FUTURE OPERATING RESULTS

The future operating results of the Company may be affected by a number of
factors, including without limitation the following:

The Company competes with a variety of retailers, dealers and distributors in a
highly competitive marketplace.  High-volume office supply chains and contract
stationers that compete directly with the Company operate in most of its
geographic markets.  This competition will increase in the future as both the
Company and these and other companies continue to expand their operations.
There can be no assurance that such competition will not have an adverse effect
on the Company's business in the future.  The opening of additional Office
Depot stores, the expansion of the Company's contract stationer business in new
and existing markets, competition from other office supply chains and contract
stationers, and regional and national economic conditions will all affect the
Company's comparable sales results.  In addition, the Company's gross margin
and profitability would be adversely affected if its competitors were to
attempt to capture market share by reducing prices.

The Company's plans to continue its strategy of aggressive store growth,
opening approximately 75 new office supply stores and one or two delivery
warehouses during the remainder of 1996.  There can be no assurance that the
Company will be able to

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   12

find favorable store locations, negotiate favorable leases, hire and train
employees and store and warehouse managers, and integrate the new stores and
operating systems in a manner that will allow it to meets its expansion
schedule.  The failure to be able to expand by opening new stores on plan could
have a material adverse effect on the Company's future sales and profitability.

In addition, as the Company expands the number of its stores in existing
markets, sales of existing stores can suffer.  New stores typically take time
to reach the levels of sales and profitability of the Company's existing stores
and there can be no assurance that new stores will ever be as profitable as
existing stores because of competition from other store chains and the tendency
of existing stores to share sales as the Company opens new stores in its more
mature markets.

Fluctuations in the Company's quarterly operating results have occurred in the
past and may occur in the future.  A variety of factors such as new store
openings with their concurrent pre-opening expenses, the extent to which new
stores are less profitable as they come on line, the effect new stores have on
the sales of existing stores in more mature markets, the pricing activity of
both stores and contract stationers in the Company's markets, changes in the
Company's product mix, increases and decreases in advertising and promotional
expenses, the effects of seasonality, acquisitions of contract stationers and
stores of competitors or other events could contribute to this quarter to
quarter variability.

The Company has grown dramatically over the past several years and has shown
significant increases in its sales, stores in operation, employees and
warehouse and delivery operations.  In addition, the Company acquired a number
of contract stationer operations and the expenses incurred in the integration
of acquired facilities in its delivery business have contributed to increased
warehouse expenses.  These integration costs are expected to continue to impact
store and warehouse expenses at decreasing levels through the end of 1996.  The
failure to achieve the projected decrease in integration costs towards the
latter half of 1996 could result in a significant impact on the Company's net
income.  The Company's growth, through both store openings and acquisitions,
will continue to require the expansion and upgrading of the Company's
operational and financial systems, as well as necessitate the hiring of new
managers at the store and supervisory level.

The Company has entered a number of international markets using licensing
agreements and joint venture arrangements.  The Company intends to enter other
international markets as attractive opportunities arise.  In addition to the
risks described above that face the Company's domestic store and delivery
operations, internationally the Company also faces the risk of foreign currency
fluctuations, local conditions and competitors, obtaining adequate and
appropriate inventory and, since its foreign operations are not wholly owned, a
lack of operating control in certain countries.

The Company currently believes that its current cash and cash equivalents,
funds generated from operations, equipment leased under the Company's existing
or new lease financing arrangements and funds available under its revolving
credit facility should be sufficient to fund its planned store and delivery
center openings and other

                                       12


   13

operating cash needs, including investments in international joint ventures,
for at least the next twelve months.  However, there can be no assurance that
additional sources of financing will not be required during the next twelve
months as a result of unanticipated cash demands or opportunities for expansion
or acquisition, changes in growth strategy or adverse operating results.  Also,
alternative financing will be considered if market conditions make it
financially attractive.  There also can be no assurance that any additional
funds required by the Company, whether within the next twelve months or
thereafter, will be available to the Company on satisfactory terms.


                          PART II.  OTHER INFORMATION


Items 1-5   Not applicable.

Item 6      Exhibits and Reports on Form 8-K


  a. 27.1   Financial Data Schedule (for SEC use only)

  b.        The Company did not file any Reports on Form 8-K during the quarter
            ended March 30, 1996.

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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 thereunto duly authorized.











                                      OFFICE DEPOT, INC.
                                      ------------------
                                         (Registrant)




Date:  May 10, 1996            By:/s/ Barry J. Goldstein
                                  --------------------------------
                                  Barry J. Goldstein
                                  Executive Vice President-Finance
                                  and Chief Financial Officer





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                               INDEX TO EXHIBITS

27.1     Financial Data Schedule (for SEC use only)














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