HOME DEPOT INC
8-A12B, 1996-09-24
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 -----------

                                  FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                                      
                            The Home Depot, Inc.
- ----------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                               95-326142
- ----------------------------------------   ---------------------------------
(State of Incorporation or Organization)   (IRS Employer Identification No.)


        2727 Paces Ferry Road              
           Atlanta, Georgia                            30339-4089
- ----------------------------------------   ---------------------------------
(Address of Principal Executive Offices)               (Zip Code)

        If this form relates to the        If this form relates to the
        registration of a class of debt    registration of a class of debt
        securities and is effective        securities and is to become effective
        upon filing pursuant to General    simultaneously with the
        Instruction A(c)(1) please check   registration statement under the 
        the following box.  | |            Securities Act of 1933 pursuant to
                                           General Instruction A(c)(2) please
                                           check the following box.   |x|

      Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to                     Name of Each Exchange on Which       
    be so Registered                       Each Class is to be Registered   
- ----------------------                     ------------------------------

Convertible Subordinated
Notes Due 2001                             New York Stock Exchange

        Securities to be registered pursuant to Section 12(g) of the Act:

                                    None
                           ---------------------
                              (Title of Class)


<PAGE>   2

Item 1. Description of Registrant's Securities to be Registered.

        A description of the Registrant's Convertible Subordinated Notes Due
2001 to be registered hereunder is set forth under the caption "Description of
Notes" on pages 9 through 16 of the Preliminary Prospectus filed with the
Securities and Exchange Commission as part of the Registrant's Registration
Statement on Form S-3.  Such description will be included in a form of
prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under
the Securities Act of 1933, which prospectus shall be deemed to be incorporated
by reference into this Registration Statement.



Item 2.         Exhibits.
        
                1.     Form of Note for the Registrant's Convertible
                       Subordinated Notes Due 2001 (included in Article Two of
                       the Indenture filed as Exhibit 2 hereto).
  
                2.     Form of Indenture between The Home Depot, Inc. and The
                       First National Bank of Chicago, as Trustee, with
                       respect to the Convertible Subordinated Notes Due 2001
                       as filed on September 24, 1996 with the Securities and
                       Exchange Commission as Exhibit 4.1 to Registration
                       Statement on Form S-3 and incorporated herein by
                       reference.



<PAGE>   3
                                  SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                     THE HOME DEPOT, INC.


                                     By: /s/ Ronald M. Brill
                                        -------------------------------
                                        Name:  Ronald M. Brill
                                        Title: Executive Vice President
                                               and Chief Administrative
                                               Officer



Dated: September 24, 1996



<PAGE>   4

                              INDEX OF EXHIBITS


Exhibit
Number          Description of Exhibits
- ------          -----------------------

1.              Form of Note for the Registrant's Convertible Subordinated
                Notes Due 2001 (included in Article Two of the          
                Indenture filed as Exhibit 2 hereto).

2.              Form of Indenture between The Home Depot, Inc. and The First
                National Bank of Chicago, as Trustee, with respect to the
                Convertible Subordinated Notes Due 2001 as filed on September
                24, 1996 with the Securities and Exchange Commission as Exhibit
                4.1 to Registration Statement on Form S-3 and incorporated 
                herein by reference.




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