HOME DEPOT INC
10-Q, 1994-08-30
LUMBER & OTHER BUILDING MATERIALS DEALERS
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended       July 31, 1994             
                                       

- - - 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)

                                  (404) 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 451,958,275 Shares, as of 8/17/94


Page 1 of 15
PAGE
<PAGE>
THE HOME DEPOT, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

July 31, 1994





                                                            Page

Part I.  Financial Information:

    Item 1.  Financial Statements
        CONSOLIDATED STATEMENTS OF EARNINGS -
           Three-Month and Six-Month Periods   
           Ended July 31, 1994 and August 1,1993...........   3

        CONSOLIDATED CONDENSED BALANCE SHEETS -
           As of July 31, 1994 and January 30, 1994.........  4

        CONSOLIDATED CONDENSED STATEMENTS OF
           CASH FLOWS - Six-Month Period    
           Ended July 31, 1994 and August 1, 1993...........  5

        NOTES TO CONSOLIDATED CONDENSED
           FINANCIAL STATEMENTS.............................  6

    Item 2.  Management's Discussion and Analysis
        of Results of Operations and Financial
        Condition..........................................8-11

Part II.  Other Information:

    Item 4.   Submission of Matters to a Vote on Security
              Holders......................................  12 

    Item 6.   Exhibits and Reports on 8-K..................  12
   
    Signature Page........................................   13

    Index to Exhibits......................................  14





Page 2 of 15
PAGE
<PAGE>
PART I.  FINANCIAL INFORMATION

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                            Three Months Ended         Six Months Ended
<C>                       <S>         <S>           <S>         <S>
                            July 31,   August 1,      July 31,   August 1,
                           1994          1993         1994         1993

Net Sales                 $3,287,036  $2,453,756    $6,159,165  $4,633,974
Cost of Merchandise Sold   2,391,219   1,791,922     4,454,591   3,370,440
Gross Profit                 895,817     661,834     1,704,574   1,263,534

Operating Expenses:
Selling and Store Operating  538,610     405,336     1,057,999     794,581
Pre-opening                   10,066       4,822        19,779      10,320
General and Administrative    55,893      45,257       107,784      91,872 

Total Operating Expenses     604,569     455,415     1,185,562     896,773


Operating Income             291,248     206,419       519,012     366,761


Interest Income (Expense):
  Interest Income              8,325      16,927        16,722     32,697 
  Interest Expense            (9,649)     (8,132)      (18,216)   (16,765)
    Interest, Net             (1,324)      8,795        (1,494)    15,932 
    Earnings Before Income 
       Taxes                 289,924     215,214       517,518    382,693 

Income Taxes                 111,910      80,710       199,700    141,390 

    Net Earnings          $  178,014   $  134,504   $  317,748  $ 241,303 
Earnings Per Common and
  Common Equivalent 
  Share (Note 4)          $      .39   $      .30   $      .69  $     .53 

Dividends Per Share       $      .04   $      .03   $      .07  $     .05 

Weighted Average Number of
  Common and Common Equivalent 
  Shares (Note 4)            475,900      453,147      475,360    452,854 

</TABLE>
See accompanying notes to consolidated condensed financial statements.

Page 3 of 15
PAGE
<PAGE>
THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(In Thousands)
<TABLE>
<CAPTION>
<S>                                        <C>                <C>
                                             July 31,          January 30,
                                              1994                1994   
   
ASSETS

Current Assets:
  Cash and Cash Equivalents                $  344,062           $   99,997
  Short-Term Investments                       97,023              330,976
  Accounts Receivable, Net                    223,409              198,431
  Merchandise Inventories                   1,570,235            1,293,477
  Other Current Assets                         53,796               43,720

    Total Current Assets                    2,288,525            1,966,601

Property and Equipment, at cost             3,185,023            2,618,428
Less:
  Accumulated Depreciation and Amortization  (295,614)           (247,524)
    Net Property and Equipment              2,889,409            2,370,904

Long-Term Investments held Available 
   for Sale                                    88,389              281,623
Cost in Excess of the Fair Value of Net
    Assets Acquired, Net                       86,713               19,503
Other                                          39,163               62,258
                                           $5,392,199           $4,700,889
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                        $   721,781           $  521,246
  Accrued Salaries and Related Expenses       213,949              167,489
  Sales Taxes Payable                          85,545               57,590
  Other Accrued Expenses                      232,968              184,462
  Income Taxes Payable                         34,768               40,303
  Current Installments of Long-Term Debt        1,564                1,548
    Total Current Liabilities               1,290,575              972,638

Convertible Subordinated Debt                 804,990              804,990
Long-Term Debt, Net of Current Maturities      36,503               37,002
Other Long-Term Liabilities                    95,702               44,332
Deferred Income Taxes                          20,401               27,827

Stockholders' Equity:
  Common Stock - 451,928,000 shares outstanding
      at 07/31/94 and 449,364,000 shares outstanding
      at 01/30/94                              22,596               22,468
  Paid-in Capital                           1,486,058            1,436,029
  Retained Earnings                         1,686,735            1,400,575
  Cumulative Translation Adjustments           (5,900)               (121)
  Unrealized Holding Loss on Investments         (610)              ---
                                            3,188,879            2,858,951
  Less:  Notes Receivable from ESOP            44,851               44,851
    Total Stockholders' Equity              3,144,028            2,814,100

                                           $5,392,199           $4,700,889
</TABLE>

See accompanying notes to consolidated condensed financial statements.


Page 4 of 15
PAGE
<PAGE>
THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)
<TABLE>
<CAPTION>
                                              Six Months Ended
<S>                                        <C>                <C>        
                                           July 31,           August 1,
                                            1994                 1993
Cash Provided from Operations:

  Net Earnings                             $ 317,748          $   241,303
  Reconciliation of Net Earnings to Net Cash
    Provided by Operations:
      Depreciation and Amortization           60,425               42,025
      Increase in Accounts Payable
         and Accrued Expenses                294,667              193,352
      Increase in Merchandise Inventories   (223,441)            (186,177)
      Increase in Income Taxes Payable         2,969               27,108
      Increase in Receivables, Net           (17,642)              (9,865)
      Other, Net                               2,954               (3,998)
        Total                                119,932               62,445
        Net Cash Provided by Operations      437,680              303,748

Cash Flows From Investing Activities:

  Capital Expenditures                      (524,213)            (385,642)
  Initial Acquisition of Canadian 
    Partnership Interest                    (161,548)               ---
  Sale (Purchases) of Short-Term 
    Investments, Net                          49,558              102,196
  Purchase of Long-Term Investments          (67,710)            (618,429)
  Proceeds from Maturities of 
    Long-Term Investments                     39,509               66,222
  Proceeds from Sales of Long-Term 
    Investments                              404,941              478,038
  Proceeds from Sale of Property and 
    Equipment                                 15,760               24,761
  Repayments of Advances      
    Secured by Real Estate, Net               40,532               13,222

Net Cash Used in Investing Activities    $  (203,171)         $  (319,632)

Cash Flows From Financing Activities:

  Proceeds from Sales of Common Stock, Net    41,653               44,762
  Cash Received from ESOP                       ---                   179
  Principal Repayments of Long-Term Debt        (510)                (745)
  Cash Dividends Paid to Stockholders        (31,587)             (23,442)

Net Cash Provided by Financing Activities      9,556               20,754

  Increase in Cash and Cash Equivalents      224,065                4,870
  Cash and Cash Equivalents, 
     Beginning of Period                      99,997              121,744
  Cash and Cash Equivalents, 
     End of Period                       $   344,062          $   126,614
</TABLE>

See accompanying notes to consolidated condensed financial statements.
Page 5 of 15
<PAGE> <PAGE>
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 reoccurring 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 30, 1994 as filed with the Securities and Exchange
     Commission (File No. 1-8207).

2.     Acquisition of Interest in Canadian Company
     Effective February 28, 1994, the Company entered into a
     partnership and, as a result, acquired 75% of Aikenhead's
     Home Improvement Warehouse, now known as The Home Depot
     Canada, which was operating seven warehouse-style home
     improvement stores at the time of the acquisition in
     Toronto, London and Kitchener, Ontario, Canada.  Subsequent
     to the acquisition, the partnership has opened three stores
     located in Edmonton and Calgary, Alberta and Vancouver,
     British Columbia.
          At any time after the sixth anniversary of the
     purchase, the Company has the option to purchase, or the
     other partner has the right to cause the Company to
     purchase, the remaining 25% of The Home Depot Canada.  The
     option price is based on the lesser of fair market value or
     a value to be determined by an agreed-upon formula as of
     the option exercise date.
          The purchase price paid for the 75% interest in The
     Home Depot Canada was approximately  $162,000,000 and is
     being accounted for by the purchase method of accounting. 
     The excess purchase price over the estimated fair value of
     the net assets as of the acquisition date has been recorded
     as goodwill and will be amortized over 40 years.

3.   Accounting for Investments
     In the first quarter of fiscal 1994, the Company
     implemented Statement of Financial Accounting Standards No.
     115, "Accounting for Certain Investments in Debt and Equity
     Securities" (SFAS 115).  This standard addresses the
     accounting and reporting for investments in equity
     securities that have readily determinable fair values and
     for all investments in debt securities.  Under SFAS 115,
     the Company is required to classify its debt and marketable
     equity securities in one of three categories:  trading,
     available for sale, or held to maturity.  Trading
     securities are bought and held primarily for the purpose of
     selling them in the near term.  Held to maturity securities
     are securities that the Company has the ability and intent
     to hold until maturity.
               All other securities not included in trading
     or held to maturity are classified as available     
     for sale.  Trading securities are recorded at fair
     value with unrealized gains and losses included     
     in earnings.  Held to maturity securities are recorded
     at amortized cost, adjusted for      amortization or
     accretion of premiums or discounts.  Unrealized gains
     and losses on securities      available for sale are
     excluded from earnings and are reported as a separate
     component of      stockholders' equity until realized.
               SFAS 115 has not had a significant impact on
     the Company's results of operations.

Page 6 of 15
PAGE
<PAGE>
THE HOME DEPOT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)



4.   Earnings Per Share

     Earnings per common and common equivalent share are based
     on the weighted average number of shares and equivalent
     shares outstanding.  Common equivalent shares used in the
     calculation of earnings per share for the three and six
     month period ended August 1, 1993 represent options to
     purchase shares granted under the Company's employee stock
     option and stock purchase plans.
          The Company's 4.5% Convertible Subordinated Notes
     (Notes), due in 1997, issued in 1992, are common stock
     equivalents.  For the three and six month periods ended
     July 31, 1994, the Notes were dilutive and are assumed to
     be converted as of the beginning of the respective
     accounting periods for purposes of calculating earnings per
     share.  Earnings per share is calculated by dividing net
     earnings, adjusted for tax effected net interest and issue
     costs on the Notes, by weighted average shares.  Weighted
     average number of common and common equivalent shares
     include shares issuable under the stock plans mentioned
     above and the 20,774,000 shares issuable upon conversion of
     the Notes.
          For the three and six month periods ended July 31,
     1993 the Notes were not dilutive and therefore were
     excluded from the earnings per share calculation.














Page 7 of 15
PAGE
<PAGE>
THE HOME DEPOT, INC. AND SUBSIDIARIES

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

The data below reflect selected sales data and 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.
<TABLE>
<CAPTION>
                                                           Percentage
                  3 Months Ended      6 Months Ended    Increase(Decrease)
<S>               <C>      <C>        <C>      <C>      <C>       <C>
                  Jul 31,  Aug 1,     Jul 31,  Aug 1,    in Dollar Amounts
                   1994     1993       1994    1993     3 Months  6 Months
Selected Consolidated
Statements of Earnings Data

Net Sales         100.0%   100.0%     100.0%   100.0%   34.0%     32.9%

Gross Profit       27.2     27.0       27.7     27.3    35.4      34.9 

Operating Expenses:

Selling and Store 
  Operating       16.4     16.5       17.2     17.2     32.9     33.2 
  Pre-Opening       .3       .2         .3       .2    108.8     91.7 
  General and 
   Administrative  1.7      1.9        1.8      2.0     23.5     17.3
     
Total Operating 
  Expenses        18.4     18.6       19.3     19.4     32.8     32.2

Operating Income   8.8      8.4        8.4      7.9     41.1     41.5 

Interest Income (Expense):
  Interest Income   .3       .7         .3       .7    (50.8)   (48.9)
  Interest Expense (.3)     (.3)       (.3)     (.4)    18.7      8.7 

    Interest, Net   .0       .4         .0       .3     N/A       N/A  

Earnings Before 
  Income Tax       8.8      8.8        8.4      8.2     34.7     35.2 

Income Taxes       3.4      3.3        3.2      3.0     38.7     41.3 
Net Earnings       5.4%     5.5%       5.2%     5.2%    32.3%    31.7%


Selected Consolidated Sales Data

Number of Customer Transactions  
          78,771,000  62,240,000  149,631,000  118,110,000  26.6%   26.7%

Average Amount of Sales Per 
 Transaction  $  41.73   $ 39.42   $ 41.16   $ 39.23     5.9      4.9 

Weighted Average
  Weekly Sales Per Operating 
  Store      $869,000  $838,000   $833,000  $802,000     3.7      3.9 

Weighted Average Sales Per Square Foot
           $     442  $     442  $     424  $    423     0.0      0.2 

</TABLE>

Page 8 of 15
<PAGE>          <PAGE>
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 1994 increased 34% to
$3,287,036,000 compared to sales of $2,453,756,000 for the
second quarter of fiscal 1993.  For the first six months of
fiscal 1994 sales increased 33% to $6,159,165,000 compared to
sales of $4,633,974,000 for the comparable period of fiscal
1993.  This sales increase was attributable to new stores (298
at the end of the second quarter of fiscal 1994 compared to 230
at the end of the second quarter of fiscal 1993) and a
comparable store-for-store sales increase of 6%.  The percentage
increase in comparable store sales would have been 7% for the
quarter after excluding all sales from the ten stores in
southern Florida that were significantly affected by Hurricane
Andrew.  For the first six months of fiscal 1994, comparable
store-for-store sales increased 7% but would have been 9%
without the ten southern Florida stores referred to above.

Gross profit as a percent of sales was 27.2% for the second
quarter of fiscal 1994 compared to 27.0% for the comparable
period of fiscal 1993.  For the first six months of fiscal 1994,
gross profit as a percent of sales was 27.7% compared to 27.3%
for the comparable period of fiscal 1993.  These increases were
attributable to, among other things, changes in merchandise mix
and higher vendor volume rebates.

Operating expenses as a percent of sales decreased to 18.4% and
19.3% for the second quarter and first six months of fiscal
1994, respectively, compared to 18.6% and 19.4% for the second
quarter and first six months of fiscal 1993, respectively. 
Selling and store operating expenses as a percent of sales
decreased to 16.4% for the second quarter of fiscal 1994
compared to 16.5% for the same period of fiscal 1993.  This
decrease was due to, among other things, no relocations for the
second quarter of fiscal 1994 compared to one relocation during
the same period of fiscal 1993 and efficiencies in advertising
and other operating expenses due to higher sales volumes.  For
the first six months of both fiscal 1994 and fiscal 1993,
selling and store operating expenses were 17.2%.  Pre-opening
expenses as a percent of sales increased to 0.3% for both the
second quarter and first six months of fiscal 1994 compared to
0.2% for both comparable periods of fiscal 1993.  The increase
for the quarter was attributable to 12 new store openings in
fiscal 1994 compared to six new store openings and one
relocation in the same period of fiscal 1993.  The increase for
the first six months of fiscal 1994 was attributable to 28 new
store openings plus five relocations compared to 16 new store
openings plus three relocations in the same period of fiscal
1993.  General and administrative expenses as a percent of sales
decreased to 1.7% and 1.8% for the second quarter and first six
months of fiscal 1994, respectively, compared to 1.9% and 2.0%
for the second quarter and first six months of fiscal 1993,
respectively.  These decreases were attributable to economies
from increased sales volumes and continued focus on cost
controls.

Interest income as a percent of sales decreased to 0.3% for the
second quarter and first six months of fiscal 1994 from 0.7% for
the second quarter and first six months of fiscal 1993.  This
decrease was attributable to a lower investment base and lower
effective yields due to shorter maturities.  Interest expense as
a percent of sales was 0.3% for both the second quarter of
fiscal 1994 and fiscal 1993.  For the first six months of fiscal
1994, interest expense as a percent of sales decreased to 0.3%
from 0.4% for the same period of fiscal 1993.  This decrease was
attributable to higher capitalized interest due to having more
owned stores under construction partially offset by interest on
capitalized leases.




Page 9 of 15
PAGE
<PAGE>
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 38.6% for the second quarter of fiscal 1994
compared to 37.5% for the same period of fiscal 1993 due to the
implementation of the Omnibus Budget Reconciliation Act of 1993
and fewer tax advantaged investments.  For the first six months
of fiscal 1994, the Company's combined Federal and state
effective income tax rate increased to 38.6% from 36.9% for the
same period of fiscal 1993.  This increase was attributable to
the reasons noted above and in addition, the Federal and state
combined effective rate for the first six months of fiscal 1993
would have been 37.5%, however Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" was implemented
in first quarter of fiscal 1993 which reduced the Federal and
state effective rate to 36.9%.

Net earnings as a percent of sales was 5.4% for the second
quarter of fiscal 1994 compared to 5.5% for the same period of
fiscal 1993.  This decrease was attributable to lower net
interest income and higher taxes, offset partially by higher
gross profits and lower operating expenses, as described above. 
For the first six months of both fiscal 1994 and fiscal 1993,
net earnings as a percent sales was 5.2%.

Earnings per share was $.39 and $.69 for the second quarter and
first six months of fiscal 1994, respectively, compared to $.30
and $.53 for the second quarter and first six months of fiscal
1993, respectively.  Weighted average shares were 5% higher for
both the second quarter and first six months of fiscal 1994
compared to the same periods of fiscal 1993 due to the dilution
attributable to the Company's outstanding 4.5% Convertible Notes
as discussed in Exhibit 11.1 and footnote No. 4.

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 1994, the Company opened
28 stores, acquired seven stores in Canada, relocated five of
its existing stores and closed one store.  During the remainder
of fiscal 1994, the Company plans to open approximately 42
additional new stores and relocate four existing stores.  Of the
70 new stores and nine relocations planned for fiscal 1994, it
is expected that 69 will be owned and 10 will be leased.  The
Company currently plans to open approximately 85 new stores and
may relocate 10 stores during fiscal 1995.  Although some of
these locations will be leased directly, it is expected that
many may be obtained through the purchase of pre-existing
leasehold interests, the acquisition of land parcels and the
construction or purchase of buildings during fiscal 1994.  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 $12,700,000 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 $4,000,000 per
store.  In addition, each new store will require approximately
$2,500,000 to finance inventories, net of vendor financing.



Page 10 of 15
PAGE
<PAGE>
THE HOME DEPOT, INC. AND SUBSIDIARIES

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




LIQUIDITY AND CAPITAL RESOURCES--(Continued)

In addition, the Company paid approximately $162,000,000 on
February 28, 1994 in conjunction with the acquisition of a 75%
interest in Aikenhead's Home Improvement Warehouse (now known as
The Home Depot Canada) in Canada.  After six years, the Company
has the option to purchase, or the other partner has the right
to cause the Company to purchase, the remaining 25% of The Home
Depot Canada.  At the time of acquisition, Aikenhead's was
operating seven stores and the Company anticipates having 12
stores in Canada by the end of fiscal 1994.  These Canadian
stores have been included in the planned store totals discussed
above.

As of July 31, 1994, the Company had $441,085,000 in cash and
short-term investments as well as $88,389,000 in long-term
investments.  Management believes that its current cash
position, the proceeds from short-term and long-term
investments, internally generated funds, 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.














Page 11 of 15
<PAGE>  <PAGE>
PART II.  OTHER INFORMATION





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

          On May 25, 1994, at the Company's Annual Meeting of
          Stockholders, the stockholders elected the slate of
          nominees for election as director with votes cast as
          follows:  Col. Frank Borman had 384,703,738 shares for
          and 2,883,098 shares withheld; Mr. Ronald M. Brill had
          385,263,152 shares for and 2,323,684 shares withheld;
          and Mr. Berry R. Cox had 385,422,126 shares for and
          2,164,710 shares withheld.  There were no abstentions
          or broker non-votes applicable to the election of
          directors.

          The stockholders also adopted the proposal to approve
          the Senior Officers' Bonus Pool Plan with votes cast
          as follows:  361,061,626 shares for; 23,172,405 shares
          against; 3,352,804 shares abstained; and 63,076,253
          shares of non-votes.


Item 6.     Exhibits and Reports on Form 8-K

          (a)  Exhibits

                    11.1  Computation of Earnings per Common and
Common Equivalent Share

          (b)     Reports on Form 8-K

                    No reports on Form 8-K were filed during the
          quarter ended July 31, 1994.















Page 12 of 15
<PAGE>  <PAGE>
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/ Ronald M. Brill    
                                            Ronald M. Brill
                                        Executive Vice President
                                        Chief Financial Officer


                 
       (Date)



















Page 13 of 15
<PAGE>  <PAGE>
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:                    
                                            Arthur M. Blank
                                            President





                                       
                                            Ronald M. Brill
                                        Executive Vice President
                                        Chief Financial Officer


                
    (Date)




















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THE HOME DEPOT, INC. AND SUBSIDIARIES

INDEX TO EXHIBITS




Exhibit    Description                                     Page

 11.1     Computation of Earnings per Common and Common
          Equivalent Share...............................   15





































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                                                    Exhibit 11.1
THE HOME DEPOT, INC. AND SUBSIDIARIES

Computation of Earnings
Per Common and Common Equivalent Share

(In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                         Three Months Ended         Six Months Ended
                        July 31,     August 1,    July 31,   August 1,
                          1994         1993         1994        1993
<S>                    <C>          <C>           <C>          <C> 
Net earnings applicable
  to common and common
  equivalent shares     $178,014     $134,504     $317,748     $241,303

Tax effected interest expense,
  net of interest capitalized,
  attributable to convertible
  subordinated notes       5,209         -          10,340         -
                        $183,223     $134,504     $328,088     $241,303
Shares:
  Weighted average number of
  common and common equivalent
  shares assuming higher of
  ending or average market
  price                  455,126     453,176       454,586      452,683

Additional shares from
  conversion of notes     20,774        -           20,774         -
                         475,900     453,176       475,360      452,683

Primary earnings
  per common and common
  equivalent share    $     .385   $    .297     $    .690    $    .533
</TABLE>



(1)    Common equivalent shares represent shares granted under
       three stock option plans and an employee stock purchase
       plan.

(2)    The Company's 4.5% Convertible Subordinated Notes, issued
       in 1992, are common stock equivalents.  For the three and
       six month periods ended August 1, 1993, shares issuable
       upon their conversion were anti-dilutive and, therefore,
       were excluded from the earnings per share calculation.  For
       the three and six month periods ended July 31, 1994, the
       Notes are dilutive and, accordingly, are assumed to be
       converted as of the beginning of the accounting periods for
       purposes of calculating earnings per share.







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