HOME DEPOT INC
15-12G, 1999-11-04
LUMBER & OTHER BUILDING MATERIALS DEALERS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                              Commission File Number 001-08207
                                                                    ----------

                               The Home Depot, Inc.
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

                 2727 Paces Ferry Road, Atlanta, Georgia 30339-4089
- -------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                   3 1/4% Convertible Subordinated Notes Due 2001
- -------------------------------------------------------------------------------
               (Title of each class of securities covered by this Form)

                       Common Stock, par value $.05 per share
- -------------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                         under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)   [ ]        Rule 12h-3(b)(1)(i)    [X]
     Rule 12g-4(a)(1)(ii)  [ ]        Rule 12h-3(b)(1)(ii)   [ ]
     Rule 12g-4(a)(2)(i)   [ ]        Rule 12h-3(b)(2)(i)    [ ]
     Rule 12g-4(a)(2)(ii)  [ ]        Rule 12h-3(b)(2)(ii)   [ ]
                                      Rule 15d-6             [ ]

     Approximate number of holders of record as of the certification or
notice date:   0
            ------

     Pursuant to the requirements of the Securities Exchange Act of 1934, The
Home Depot, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.


Date:  11/1/99                   By: /s/ Lawrence A. Smith
     ------------                   ------------------------
                                     Lawrence A. Smith
                                     Senior Vice President and Secretary


Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. This
registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person signing the form shall be typed or printed under the
signature.



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