HOME DEPOT INC
10-Q, 1996-11-22
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 10-Q
(Mark One)

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

For the quarterly period ended  October 27, 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 1-8207

                           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)

                              (770) 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 480,328,265 Shares, as of November 14, 1996
                                Page 1 of 13
<PAGE>
                  THE HOME DEPOT, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                             October 27, 1996

                                                                        Page
Part I.  Financial Information:

     Item 1.  Financial Statements
     CONSOLIDATED STATEMENTS OF EARNINGS -
          Three-Month and Nine-Month Periods
          Ended October 27, 1996 and October 29, 1995                     3

     CONSOLIDATED CONDENSED BALANCE SHEETS -
          As of October 27, 1996 and January 28, 1996                     4

     CONSOLIDATED STATEMENTS OF CASH FLOWS -
          Nine-Month Periods
          Ended October 27, 1996 and October 29, 1995                     5

     NOTES TO CONSOLIDATED CONDENSED
        FINANCIAL STATEMENTS                                              6

     Item 2.  Management's Discussion and Analysis of Results
     of Operations and Financial Condition                           7 - 10

Part II.  Other Information:

     Item 4.  Submission of Matters to a Vote of Security Holders        11

     Item 6.  Exhibits and Reports on Form 8-K                           11

     Signature Page                                                      12

     Index to Exhibits                                                   13
                                Page 2 of 13
<PAGE>
<TABLE>
<CAPTION>
                      PART I.  FINANCIAL INFORMATION
                                     
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                    CONSOLIDATED STATEMENTS OF EARNINGS
                                     
                                (Unaudited)
                                     
(In Thousands, Except Per Share Data)

                              Three Months Ended      Nine Months Ended

                           October 27, October 29,  October 27,  October 29,
                               1996        1995         1996        1995
<S>                         <C>         <C>         <C>          <C> 
Net Sales                   $4,921,831  $3,997,790  $14,576,963  $11,718,474    
Cost of Merchandise Sold     3,583,580   2,921,233   10,581,887    8,521,350
  Gross Profit               1,338,251   1,076,557    3,995,076    3,197,124

Operating Expenses:
 Selling and Store Operating   880,635     714,581    2,601,352    2,080,258
 Pre-Opening                    14,638      14,774       37,640       40,794
 General and Administrative     81,889      66,911      234,097      199,470
  Total Operating Expenses     977,162     796,266    2,873,089    2,320,522

  Operating Income             361,089     280,291    1,121,987      876,602

Interest Income (Expense):
 Interest and Investment
   Income                        5,856       4,890       12,815       13,745
 Interest Expense               (2,834)       (318)      (5,568)      (3,772)
  Interest, Net                  3,022       4,572        7,247        9,973
 
  Earnings Before Income
    Taxes                      364,111     284,863    1,129,234      886,575

Income Taxes                   142,740     109,390      442,670      340,450

  Net Earnings              $  221,371  $  175,473  $   686,564  $   546,125

Earnings Per Common and
 Common Equivalent Share    $     0.46  $     0.37  $      1.42  $      1.15
 
Dividends Per Share         $     0.06  $     0.05  $      0.17  $      0.14

Weighted Average Number of
  Common and Common
  Equivalent Shares            487,925     477,671      483,577      477,469

</TABLE>
See accompanying notes to consolidated condensed financial statements.
                                Page 3 of 13
<PAGE>      
<TABLE>
<CAPTION>
                    THE HOME DEPOT INC. AND SUBSIDIARIES
                                     
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                                     
                                (Unaudited)
(In Thousands, Except Share Data)
                                 
                                          October 27,    January 28,
                                              1996           1996  
ASSETS   
<S>                                      <C>             <C> 
Current Assets:
 Cash and Cash Equivalents               $   716,700     $   53,269
 Short-Term Investments                       65,845         54,756
 Receivables, Net                            379,197        325,384
 Merchandise Inventories                   2,657,349      2,180,318
 Other Current Assets                         54,910         58,242
  Total Current Assets                     3,874,001      2,671,969

 Property and Equipment, at cost           5,846,711      4,968,895
 Less: Accumulated Depreciation
   and Amortization                         (659,803)      (507,871)
  Net Property and Equipment               5,186,908      4,461,024

 Long-Term Investments                       136,871         25,436
 Notes Receivable                             39,944         54,715
 Cost in Excess of the Fair Value 
   of Net Assets Acquired                     87,308         87,238
 Other                                        56,284         53,651
                                         $ 9,381,316     $7,354,033

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts Payable                        $ 1,356,748     $  824,808
 Accrued Salaries and Related Expenses       238,249        198,208
 Sales Taxes Payable                         159,881        113,066
 Other Accrued Expenses                      325,717        242,859
 Income Taxes Payable                         39,290         35,214
 Current Installments of Long-Term Debt        2,540          2,327
  Total Current Liabilities                2,122,425      1,416,482

Long-Term Debt, excluding 
  current installments                     1,247,208        720,080
Other Long-Term Liabilities                  151,649        115,917
Deferred Income Taxes                         55,980         37,225
Minority Interest                             92,065         76,563

Stockholders' Equity:
 Common Stock, par value $0.05. 
   Authorized: 1,000,000,000 shares;
   issued and outstanding - 480,205,000 
   shares at 10/27/96 and 477,106,000 
   shares at 1/28/96                          24,010         23,855
 Paid-In Capital                           2,510,079      2,407,815
 Retained Earnings                         3,184,240      2,579,059
 Cumulative Translation Adjustments            2,671         (6,131)
 Unrealized Loss on Investments, Net             (53)           (47)
                                           5,720,947      5,004,551
     
Less:  Notes Receivable from ESOP              8,465         16,539
       Shares Held in Employee 
         Benefit Trust                           493            246
  
 Total Stockholders' Equity                5,711,989      4,987,766

                                         $ 9,381,316     $7,354,033
</TABLE>
See accompanying notes to consolidated condensed financial statements.
                                Page 4 of 13
<PAGE>                                     

<TABLE>
<CAPTION>
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     
                                (Unaudited)
(In Thousands)
                                                 Nine Months Ended
                           
                                        October 27, 1996   October 29, 1995
Cash Provided from Operations:
<S>                                           <C>                <C> 
Net Earnings                                  $  686,564         $  546,125

Reconciliation of Net Earnings to Net Cash
 Provided by Operations:
  Depreciation and Amortization                  168,502            129,358
  Deferred Income Tax Expense                     18,747             12,444
  Increase in Receivables, Net                   (56,057)           (73,536)
  Increase in Merchandise Inventories           (473,854)          (461,325)
  Increase in Accounts Payable and 
    Accrued Expenses                             732,823            632,911
  Increase in Income Taxes Payable                13,252             26,871
  Other                                           35,490             25,523
     Net Cash Provided by Operations           1,125,467            838,371

Cash Flows From Investing Activities:

Capital Expenditures                            (874,690)          (942,661)
Proceeds from Sales of Property and 
  Equipment                                       17,650             24,015
Purchase of Short-Term Investments, Net         (122,532)            27,034
Proceeds from Maturities of Long-Term 
  Investments                                        ---              6,257
Proceeds from Sales of Long-Term Investments         ---              8,158
Advances Secured by Real Estate, Net              13,128             (8,962)
     Net Cash Used in Investing Activities      (966,444)          (886,159)

Cash Flows From Financing Activities:

Proceeds from Long-Term Borrowings, Net        1,092,960               ---
Repayments of Commercial Paper Obligations,
   Net                                          (620,000)           100,000
Repayments of Notes Receivable from ESOP           8,074              1,661
Principal Repayments of Long-Term Debt            (2,077)           (21,524)
Proceeds from Sale of Common Stock, Net           93,378             62,995
Cash Dividends Paid to Stockholders              (81,383)           (65,904)
Minority Interest Contributions to 
  Partnership                                     13,208             18,482
     Net Cash Provided by Financing Activities   504,160             95,710

Effect of Exchange Rate Changes on Cash              248                409
Increase in Cash and Cash Equivalents            663,431             48,331
Cash and Cash Equivalents at Beginning 
  of Period                                       53,269              1,154
Cash and Cash Equivalents at End of Period    $  716,700         $   49,485

</TABLE>
See accompanying notes to consolidated condensed financial statements.
                                Page 5 of 13
<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 recurring 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 28,  1996,  as
      filed with the Securities and Exchange Commission (File No. 1-8207).

2.    Issuance of Convertible Subordinated Notes:
      
      On  October  2, 1996, the Company issued at par, through a registered
      public  offering, $1,104,000,000 of its 3.25% Convertible  Subordinated
      Notes,  due October 1, 2001 (the "Notes").  The Notes are convertible
      into  shares  of  the Company's Common Stock at  any  time  prior  to
      maturity,  unless  previously redeemed,  at  a  conversion  price  of
      $69.125  per  share, subject to adjustment under certain  conditions.
      The  Notes may be redeemed at any time on or after October  2,  1999,
      at  the  option of the Company, in whole or in part, at a  redemption
      price  of  100.813% of their principal amount and  after  October  1,
      2000, at 100% of the principal amount.  The Notes are not subject  to
      any sinking fund provisions.
      
      The  net  proceeds  from the sale of the Notes  were  used  to  repay
      outstanding  commercial paper and will be used to finance  a  portion
      of  the  Company's  capital expenditure programs,  including  planned
      store   expansions   and  renovations,  and  for  general   corporate
      purposes.   In  the interim, the net proceeds are being  invested  in
      both long and short-term interest-bearing securities.
      
3.    Operating Lease Agreement:

      In  June  1996,  the  Company entered into a  $300,000,000  operating
      lease  agreement for the purpose of financing construction  costs  of
      new   stores.    Under  the  agreement,  the  lessor  purchases   the
      properties,  pays  for the construction costs and  thereafter  leases
      the  facilities  to the Company.  The lease provides for  substantial
      residual  value guarantees and includes purchase options at  original
      cost on each property.  This agreement primarily covers selected  new
      stores planned to open in 1996 and 1997.
                                Page 6 of 13
<PAGE>
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                     
The  data  below reflects selected sales data, 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
                                                                   Increase
                                                                (Decrease) in
                       Three Months Ended    Nine Months Ended   Dollar Amounts
                       Oct. 27,   Oct. 29,   Oct. 27,  Oct. 29,  Three   Nine
                         1996       1995       1996      1995    Months Months
Selected Consolidated
Statements of Earnings Data

<S>                  <C>         <C>        <C>       <C>       <C>    <C>
Net Sales               100.0%     100.0%     100.0%    100.0%    23.1%  24.4%

Gross Profit             27.2       26.9       27.4      27.3     24.3   25.0

Operating Expenses:
 Selling and 
   Store Operating       17.9       17.9       17.8      17.7     23.2   25.0
 Pre-Opening              0.3        0.3        0.3       0.4     (0.9)  (7.7)
 General and 
   Administrative         1.7        1.7        1.6       1.7     22.4   17.4

  Total Operating 
    Expenses             19.9       19.9       19.7      19.8     22.7   23.8

  Operating Income        7.3        7.0        7.7       7.5     28.8   28.0

Interest Income 
  (Expense):
 Interest and 
   Investment Income      0.1        0.1        0.1       0.1     19.8   (6.8)
 Interest Expense         ---        ---       (0.1)      ---    791.2   47.6

  Interest, Net           0.1        0.1        0.0       0.1    (33.9) (27.3)

  Earnings Before 
    Income Taxes          7.4        7.1        7.7       7.6     27.8   27.4

Income Taxes              2.9        2.7        3.0       2.9     30.5   30.0
  Net Earnings            4.5%       4.4%       4.7%      4.7%    26.2   25.7

Selected Consolidated 
Sales Data

Number of 
Transactions (000's)  115,656     94,767    344,705   278,015     22.1   24.0

Average Amount of
Sale Per
Transaction         $   42.56   $  42.19  $   42.29  $  42.15      0.9    0.3

Weighted Average 
Weekly Sales Per
Operating Store 
  (000's)           $     815   $    792  $     836  $    818      2.9    2.2

Weighted Average 
Sales Per
Square Foot         $     403   $    393  $     413  $    406      2.6    1.7
</TABLE>
                                Page 7 of 13
<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 third quarter of fiscal 1996 increased 23% to $4,921,831,000
compared  to sales of $3,997,790,000 for the third quarter of fiscal  1995.
For  the  first  nine  months  of  fiscal  1996,  sales  increased  24%  to
$14,576,963,000 from sales of $11,718,474,000 for the comparable period  in
fiscal   1995.    The  sales  increase  for  both  periods  was   primarily
attributable to new stores (479 at the end of the third quarter  of  fiscal
1996 compared to 401 at the end of the third quarter of fiscal 1995) and  a
comparable store-for-store sales increase of 7% for both the third  quarter
and first nine months of fiscal 1996.

Gross  profit  as  a percent of sales was 27.2% for the  third  quarter  of
fiscal  1996  compared to 26.9% for the comparable period of  fiscal  1995.
The  increase  for the quarter was primarily attributable to,  among  other
things,  more effective buying practices initiated in the first and  second
quarters  of  1996  and other merchandising initiatives which  reduced  the
Company's  cost of merchandise.  For the first nine months of fiscal  1996,
gross  profit  as a percent of sales was 27.4% compared to  27.3%  for  the
comparable period of fiscal 1995.

Operating  expenses as a percent to sales were 19.9% for the third  quarter
of  both fiscal 1996 and fiscal 1995.  For the first nine months of  fiscal
1996  operating expenses as a percent to sales were down slightly to  19.7%
from  19.8% for the same period of fiscal 1995. Selling and store operating
expenses  as  a percent to sales were 17.9% for both the third  quarter  of
fiscal 1996 and the third quarter of fiscal 1995.  Increases in selling and
store  operating expenses from the previous year include minority  interest
expense,  which  resulted from higher operating profits from  the  Canadian
partnership.   In  addition, property taxes were higher than  the  previous
year due to the addition of more stores in states with higher property  tax
rates  and valuations. These increases were offset by lower net advertising
expenses  resulting  from  increased  vendor  participation  and  economies
realized  from more national advertising, as well as more favorable  claims
experience under the Company's self-funded insurance programs.  Pre-opening
expenses  as  a percent to sales were 0.3% for both the third  quarter  and
first  nine  months  of fiscal 1996.  For fiscal 1995 pre-opening  expenses
were  0.3%  for the third quarter and 0.4% for the nine month period.   The
Company  opened  23  new  stores during the third quarter  of  fiscal  1996
compared to 22 new stores and one store relocation for the third quarter of
fiscal  1995.   General and administrative expenses as a percent  to  sales
were  1.7%  and 1.6% for the third quarter and first nine months of  fiscal
1996, respectively, versus 1.7% for the comparable periods of fiscal 1995.

Net  interest  income as a percent to sales was 0.1% in  the  third  fiscal
quarter of 1996 and 1995. Interest expense increased due to the issuance of
$1,104,000,000 of 3.25% Convertible Subordinated Notes during  October  1996.
Interest  expense  was  offset  by investment  income  generated  from  the
proceeds of the Notes.
                                Page 8 of 13
<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 39.2% for the third quarter and first nine months  of  fiscal
1996  from 38.4% for the comparable periods of fiscal 1995.  In the  fourth
quarter of fiscal 1995, the Company adjusted its combined Federal and state
effective  income tax rate to 38.8% for the fiscal year.  The  increase  in
the  rate  for the third quarter and first nine months of fiscal 1996  from
the adjusted 1995 tax rate was due to a higher effective state tax rate.

Net earnings as a percent of sales were 4.5% and 4.7% for the third quarter
and  first nine months of fiscal 1996, respectively, compared to  4.4%  and
4.7% for the same periods of fiscal 1995.
                                     
Earnings  per  share were $0.46 and $1.42 for the third quarter  and  first
nine  months of fiscal 1996, respectively, compared to $0.37 and $1.15  for
the third quarter and first nine months of fiscal 1995, respectively.

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 nine months of fiscal 1996, the Company opened 56  stores
and  relocated  5 stores. The Company currently plans to open approximately
34  new  stores and relocate 2 stores during the fourth quarter  of  fiscal
1996  and  open  approximately 110 new stores and relocate 7 stores  during
fiscal  1997.   Of  the planned 90 new stores and 7 relocations  in  fiscal
1996, it is expected that 83 will be owned and 14 will be leased.

On  October 2, 1996, the Company issued at par, through a registered public
offering,  $1,104,000,000 of its 3.25% Convertible  Subordinated  Notes,  due
October  1, 2001 (the "Notes").  The Notes are convertible into  shares  of
the Company's Common Stock at any time prior to maturity, unless previously
redeemed, at a conversion price of $69.125 per share, subject to adjustment
under  certain  conditions.  The Notes may be redeemed at any  time  on  or
after  October 2, 1999, at the option of the Company, in whole or in  part,
at  a  redemption  price of 100.813% of their principal  amount  and  after
October 1, 2000, at 100% of the principal amount.
      
The net proceeds from the sale of the Notes of approximately $1,092,960,000
were  used  to repay outstanding commercial paper obligations and  will  be
used  to  finance a portion of the Company's capital expenditure  programs,
including  planned  store  expansions  and  renovations,  and  for  general
corporate purposes. In the interim, the net proceeds have been invested  in
both long and short-term interest-bearing securities.
                                Page 9 of 13                           
<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  June  1996,  the  Company entered into a $300,000,000  operating  lease
agreement  for the purpose of financing construction costs of  new  stores.
Under  the agreement, the lessor will purchase the properties, pay for  the
construction  costs and subsequently lease the facilities to  the  Company.
The  lease provides for substantial residual value guarantees and  includes
purchase  options at original cost on each property.  This  agreement  will
primarily cover selected new stores planned to open in 1996 and  1997.   In
addition to the leasing agreement, some planned locations for the remainder
of  fiscal  1996 and 1997 will be leased directly, and it is expected  that
many  may  be  obtained  through  the purchase  of  pre-existing  leasehold
interest,  acquisition of land parcels and the construction or purchase  of
buildings  during  fiscal  1996.  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 $13,400,000 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  $2,400,000  per store.  In addition,  each  new  store  will
require  approximately  $2,800,000 to finance inventories,  net  of  vendor
financing.

As of October 27, 1996, the Company had $782,545,000 in cash and short-term
investments,   and  $136,871,000  in  long-term  investments.    Management
believes  that its current cash position, the proceeds from short-term  and
long-term investments, internally generated funds, funds available from the
$300,000,000  operating  lease  agreement, its  commercial  paper  program,
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 10 of 13
<PAGE>
                        PART II. OTHER INFORMATION
                                     
                                     
Item 4. Submission of Matters to a Vote of Security Holders

        During  the third quarter of fiscal 1996, no matters were submitted
        to a vote of security holders.

Item 6. Exhibits and Reports on Form 8-K
                          
        (a) Exhibits

            11.1 Computation  of  Earnings per Common and Common  Equivalent
                 Share
            27.  Financial   Data  Schedule  (only  submitted  to   SEC   in
                 electronic format)
                
        (b) Reports on Form 8-K

            No  reports  on  Form 8-K were filed during  the  quarter  ended
            October 27, 1996.
                                Page 11 of 13
<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/ Marshall L. Day
                                                  Marshall L. Day
                                                  Senior Vice President
                                                  Chief Financial Officer



             11/22/96
                                Page 12 of 13
<PAGE>      
                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                               INDEX TO EXHIBITS
                                     
                                     
                                     
                                     
Exhibit     Description
            
 11.1       Computation of Earnings per Common and Common Equivalent Share

 27.        Financial Data Schedule (only submitted to SEC in electronic
            format)
                                Page 13 of 13

<PAGE>
<TABLE>
<CAPTION>
                                                               Exhibit 11.1
                  THE HOME DEPOT, INC. AND SUBSIDIARIES

                         Computation of Earnings
                  Per Common and Common Equivalent Share

(In Thousands, Except Per Share Data)

                                    Three Months Ended     Nine Months Ended

                                   Oct. 27,    Oct. 29,   Oct. 27,    Oct. 29,
                                     1996       1995         1996       1995
<S>                               <C>         <C>        <C>         <C>
Net earnings applicable to 
  common and common equivalent
  shares                          $ 221,371   $ 175,473  $ 686,564   $ 546,125

Tax effected interest expense, 
  net of interest capitalized, 
  attributable to convertible 
  subordinated notes                  1,659        ---       1,659       2,415
                                  $ 223,030   $ 175,473  $ 688,223   $ 548,540

Shares:
  Weighted average number of
  common and common equivalent
  shares assuming average 
  market price                      483,362     477,671    482,056     470,544
  
  Additional shares from 
  conversion of notes                 4,563        ---       1,521       6,925
  
                                    487,925     477,671    483,577     477,469

Primary earnings per common 
  and common equivalent share     $   0.457   $   0.367  $   1.423   $   1.149
</TABLE>

(1)  Common  equivalent shares  represent  shares granted  under  two  stock
     option plans for  the  three  months  ended October  27, 1996, and three
     stock option plans and an employee  stock purchase plan for all other 
     periods presented.

(2)  The  Company's 4.5% Convertible  Subordinated Notes  issued  in 1992 were
     common stock equivalents prior  to  their conversion in March 1995.  For
     the nine months ended October 29, 1995, the Notes were dilutive and,
     accordingly, were assumed to be converted as  of  the  beginning  of  
     the  accounting  period  for  purposes  of calculating earnings per 
     share.

(3)  The  Company's 3.25% Convertible  Subordinated Notes  issued  on 
     October 2, 1996, are common stock equivalents.   For the  three  and
     nine months ended October 27, 1996,  the  notes  were dilutive and, 
     accordingly, were assumed to be converted upon the  date of issuance 
     for purposes of calculating earnings per share.

(4)  Fully diluted earnings per share computations are  not presented because
     the impact of a higher ending market  price on  weighted average common
     equivalent shares was not material for the nine  months  ended 
     October 27, 1996, and the three  and  nine  months ended  October  29,
     1995.  Fully diluted earnings per  share  was  not calculated for the 
     three month period ending October 27, 1996, because the ending market 
     price was lower than the average price.


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                       <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                          FEB-02-1997
<PERIOD-END>                               OCT-27-1996
<CASH>                                          716700
<SECURITIES>                                        66
<RECEIVABLES>                                   379197
<ALLOWANCES>                                         0
<INVENTORY>                                    2657349
<CURRENT-ASSETS>                               3874001
<PP&E>                                         5846711
<DEPRECIATION>                                  659803
<TOTAL-ASSETS>                                 9381316
<CURRENT-LIABILITIES>                          2122425
<BONDS>                                        1247208
                                0
                                          0
<COMMON>                                         24010
<OTHER-SE>                                     5687979
<TOTAL-LIABILITY-AND-EQUITY>                   9381316
<SALES>                                        4921831
<TOTAL-REVENUES>                               4921831
<CGS>                                          3583580
<TOTAL-COSTS>                                  3583580
<OTHER-EXPENSES>                                977162
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (3022)
<INCOME-PRETAX>                                 364111
<INCOME-TAX>                                    142740
<INCOME-CONTINUING>                             221371
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    221371
<EPS-PRIMARY>                                      .46
<EPS-DILUTED>                                      .46
        

</TABLE>


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