LOWES COMPANIES INC
10-Q, 1996-09-12
LUMBER & OTHER BUILDING MATERIALS DEALERS
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                                  -1-

                              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  July 31, 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     1-7898 

                            LOWE'S COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

             NORTH CAROLINA                      56-0578072
    (State or other jurisdiction of   (I.R.S. Employer Identification No.)
     incorporation or organization)

                 P.O. BOX 1111, NORTH WILKESBORO, N.C.  28656
                   (Address of principal executive offices)
                                 (Zip Code)

                              (910) 651-4000                    
            (Registrant's telephone number, including area code)

                                   NONE                                
            (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     .

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

            Class                               Outstanding at May 31, 1996
Common Stock, $.50 par value                            172,755,058

13
TOTAL PAGES


                                   -2-



                          LOWE'S COMPANIES, INC.


                                - INDEX -


PART I - Financial Information:                         Page No.

Consolidated Balance Sheets - July 31, 1996
and January 31, 1996.                                       3

Consolidated Statements of Current and
  Retained Earnings - three months and six months
  ended July 31, 1996 and 1995.                             4

Consolidated Statements of Cash Flows - six
  months ended July 31, 1996 and 1995.                      5

Notes to Consolidated Financial Statements.                6-7

Management's Discussion and Analysis of Results
  of Operations and Financial Condition.                   8-10

Independent Accountants' Report.                            11



PART II - Other Information                                12

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

Item 6 (a) - Exhibits.

Item 6 (b) - Reports on Form 8-K.

EXHIBIT INDEX

     Exhibit 11    Computation of per share earnings        13


<TABLE>
                                   -3-

Consolidated Balance Sheets
Lowe's Companies, Inc. and Subsidiary Companies
Dollars in thousands
<CAPTION>
                                                   July 31,            January 31,
                                                     1996                 1996
<S>                                              <C>                  <C>
Assets

     Current assets:

     Cash and cash equivalents                      $104,966              $63,868 
     Short-term investments                           57,148              107,429 
     Accounts receivable - net                       143,279              113,483 
     Merchandise inventory                         1,452,715            1,267,077 
     Other assets                                     67,990               51,827 

     Total current assets                          1,826,098            1,603,684 

     Property, less accumulated depreciation       2,124,568            1,858,274 
     Long-term investments                            24,016               41,059 
     Other assets                                     57,043               53,369 


     Total assets                                 $4,031,725           $3,556,386 


Liabilities and Shareholders' Equity

     Current liabilities:

     Short-term notes payable                        $25,034              $16,617 
     Current maturities of long-term debt              9,792               14,127 
     Accounts payable                                773,175              655,399 
     Employee retirement plans                        44,527               44,924 
     Accrued salaries and wages                       76,681               67,370 
     Other current liabilities                       229,409              151,494 

     Total current liabilities                     1,158,618              949,931 

     Long-term debt, excluding current maturities    693,649              866,183 
     Deferred income taxes                            91,809               83,557 

     Total liabilities                             1,944,076            1,899,671 

Shareholders' equity 
     Common stock - $.50 par value; 
                       Issued and Outstanding
         July 31, 1996     172,597,431
         January 31, 1996  160,918,046                86,299               80,459 
     Capital in excess of par                        875,606              596,828 
     Retained earnings                             1,133,216              988,447 
     Unearned compensation-restricted stock awards    (7,016)              (8,076)
     Unrealized loss on available-for-sale securities   (456)                (943)

     Total shareholders' equity                    2,087,649            1,656,715 

     Total liabilities
       shareholders' equity                       $4,031,725           $3,556,386 



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


<TABLE>
                                   -4-

Consolidated Statements of Current and Retained Earnings
Lowe's Companies, Inc. and Subsidiary Companies
Dollars In Thousands, Except Per Share Data
<CAPTION>
                                             Quarter Ended                                 Six Months Ended
                                 July 31, 1996          July 31, 1995            July 31, 1996          July 31, 1995  
Current Earnings               Amount    Percent      Amount    Percent        Amount    Percent      Amount    Percent
<S>                          <C>          <C>       <C>          <C>        <C>          <C>        <C>          <C>
Net sales                    $2,459,008   100.00    $1,978,058   100.00     $4,365,506   100.00     $3,612,748   100.00
Cost of sales                 1,830,216    74.43     1,484,486    75.05      3,260,214    74.68      2,697,066    74.65
Gross margin                    628,792    25.57       493,572    24.95      1,105,292    25.32        915,682    25.35
Expenses:
Selling, general and 
  administrative                361,915    14.73       290,677    14.69        680,893    15.60        556,141    15.40
Store opening costs              12,560     0.51        11,438     0.58         25,053     0.57         20,029     0.55
Depreciation                     47,767     1.94        35,811     1.81         92,402     2.12         68,781     1.90
Employee retirement plans        17,051     0.69        13,188     0.67         30,722     0.70         26,727     0.74
Interest                         12,115     0.49         8,929     0.45         25,304     0.58         18,259     0.51
Total expenses                  451,408    18.36       360,043    18.20        854,374    19.57        689,937    19.10

Pre-tax earnings                177,384     7.21       133,529     6.75        250,918     5.75        225,745     6.25
Income tax provision             63,105     2.56        48,522     2.45         89,577     2.05         81,812     2.27

Net earnings                   $114,279     4.65       $85,007     4.30       $161,341     3.70       $143,933     3.98


Shares outstanding 
  (weighted average)            163,363                160,432                 162,264                 160,350
Earnings per common & common
 equivalent share                 $0.70                  $0.53                   $0.99                   $0.90
Earnings per common share -
 assuming full dilution           $0.67                  $0.51                   $0.96                   $0.86

Retained earnings
Balance at beginning 
  of period                  $1,027,462               $844,620                $988,447                $792,891
Net earnings                    114,279                 85,007                 161,341                 143,933
Cash dividends                   (8,525)                (7,211)                (16,572)                (14,408) 
Balance at end of period     $1,133,216               $922,416              $1,133,216                $922,416

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



<TABLE>
                                     -5-

Consolidated Statements of Cash Flows
Lowe's Companies, Inc. and Subsidiary Companies
Dollars in Thousands
<CAPTION>
                                                       For the six months ended July 31,
                                                            1996                 1995
<S>                                                      <C>                  <C>
Cash Flows From Operating Activities:
     Net Earnings                                        $161,341             $143,933
     Adjustments to Reconcile Net Earnings to Net Cash
       Provided By Operating Activities:
         Depreciation                                      92,402               68,781
         Amortization of Original Issue Discount            1,616                1,928 
         Increase in Deferred Income Taxes                  5,904                9,287
         Gain on Disposition/Writedown of Fixed 
             and Other Assets                                (385)              (1,041)
         Decrease (Increase) in Operating Assets:
           Accounts Receivable - Net                      (29,796)             (37,718)
           Merchandise Inventory                         (185,638)             (33,373)
           Other Operating Assets                         (13,960)              (7,674) 
         Increase (Decrease) in Operating Liabilities:
           Accounts Payable                               117,776              (78,182) 
           Employee Retirement Plans                       27,096               23,877 
           Accrued Store Restructuring                                          (5,715)
           Other Operating Liabilities                     88,319               27,635 
     Net Cash Provided by Operating Activities            264,675              111,738

Cash Flows from Investing Activities:
     Decrease (Increase) in Investment Assets:
       Short-Term Investments                              66,166               (1,046) 
       Purchases of Long-Term Investments                  (9,671)             (16,299)
       Proceeds from Sale/Maturity of Long-Term 
          Investments                                      11,578               55,156 
       Other Long-Term Assets                                 329                  540 
     Fixed Assets Acquired                               (282,679)            (203,269)
     Proceeds from the Sale of Fixed and Other 
          Long-Term Assets                                  8,426               13,224 
     Net Cash Used In Investing Activities               (205,851)            (151,694) 

Cash Flows from Financing Activities:
  Sources:
     Net Increase in Short-Term Borrowings                  8,417 
     Stock Options Exercised                                                        44
     Total Financing Sources                                8,417                   44
  Uses:
     Repayment of Long-term Debt                           (9,571)              (2,631)
     Net Decrease in Short-Term Borrowings                                         (47)
     Cash Dividend Payments                               (16,572)             (14,408)
     Total Financing Uses                                 (26,143)             (17,086)
     Net Cash Used In Financing Activities                (17,726)             (17,042)

  Net Increase (Decrease) in Cash and Cash Equivalents     41,098              (56,998)
  Cash and Cash Equivalents, Beginning of Period           63,868              150,319 
  Cash and Cash Equivalents, End of Period               $104,966             $ 93,321 


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


                                   -6-

Lowe's Companies, Inc. and Subsidiary Companies
Notes to Consolidated Financial Statements

Note  1:  The accompanying Consolidated Condensed Financial Statements 
(unaudited) have been reviewed by an independent certified public accountant, 
and in the opinion of management, they contain all adjustments necessary to 
present fairly the financial position as of July 31, 1996, and the results of 
operations for the three-month and six-month periods ended July 31, 1996 and 
1995, and the cash flows for the six-month periods ended July 31, 1996 and 
1995.

Note  2:  The results of operations for the six-month periods ended July 31, 
1996 and 1995 are not necessarily indicative of the results to be expected 
for the full year.

Note  3:  The Company has a cash management program which provides for the 
investment of excess cash balances in financial instruments which have 
maturities of up to three years. Investments that are readily convertible to 
cash within three months of purchase are classified as cash equivalents. 
Investments with a maturity of between three months and one year are 
classified as short-term investments. Investments with maturities greater than 
one year are classified as long-term.

Note  4:  Net interest expense is composed of the following ($ in thousands):

                                Quarter ended           Six Months ended
                                   July 31,                July 31,
                                 1996    1995            1996     1995
Long-term debt                 $8,908   $8,692         $18,671  $17,581
Capitalized leases              6,652	    3,684          12,328    6,992
Short-term debt                   504      347           1,702      608
Amortization of loan cost          97	       70             200      140
Short-term interest income     (2,504)  (2,906)         (4,725)  (5,165)
Interest capitalized on 
  construction in progress     (1,542)    (958)         (2,872)  (1,897)

Net interest expense          $12,115   $8,929         $25,304  $18,259

Note  5:  If the FIFO method of inventory accounting had been used, 
inventories would have been $83,176,000 higher at July 31, 1996 and 
$73,226,000 higher at January 31, 1996.

Note  6:  There were no stock options exercised during the six-month period 
ended July 31, 1996.  Stock options exercised in the three-month and six-month 
periods ended July 31, 1995 consisted of 4,000 shares resulting in proceeds of 
$44,000.

Note  7:  Property is shown net of accumulated depreciation of $534,376,000 at 
July 31, 1996 and $459,622,000 at January 31, 1996.



                                  -7-


Note  8:  Supplemental disclosures of cash flow information:

Six months ended July 31                           1996        1995

Cash paid for interest (net of capitalized)   $29,462,000   $25,778,000
Cash paid for income taxes                     49,352,000    52,643,000

Non-cash investing and financing activities:

Common stock issued to ESOP                    27,493,000    25,000,000
Fixed assets acquired under capital lease      88,178,000    40,501,000
Common stock issued to executives
  and directors                                 1,093,000             -
Conversion of debt to common stock            257,091,000     2,230,000


Note  9:  In January 1996, the Board of Directors authorized the funding of 
the Fiscal 1995 ESOP contribution primarily with the issuance of new shares of 
the Company's common stock.  During the first half of Fiscal 1996, the Company 
issued 780,975 shares with a market value of $27.5 million.  The remaining 
shares will be issued by the end of the third quarter.

Note 10:  The Company's 3% Convertible Subordinated Notes were called for 
redemption on July 22, 1996.  Most bond holders opted to convert prior to the 
redemption date and only $20,000 principal were redeemed at $910.78 per
 $1,000.  During the second quarter of Fiscal 1996 and 1995, $284,694,000 and 
$2,531,000 principal of the Company's 3% Convertible Subordinated Notes were 
converted into 10,895,763 and 96,866 shares of the Company's common stock, 
respectively.  During the first half of Fiscal 1996 and 1995, $284,724,000 and 
$2,531,000 principal of the Company's 3% Convertible Subordinated Notes were 
converted into 10,896,910 and 96,866 shares of the Company's common stock, 
respectively.

Note 11:  Costs associated with the relocation and closing of stores during 
the three months and six months ended July 31, 1995, which were recognized 
through the restructuring charge established in Fiscal 1991, totaled 
$6,367,000 and $9,309,000, respectively. There were no costs recognized 
through the restructuring charge during the six months ended July 31, 1996 
since the store restructuring accrual was depleted as of January 31, 1996, as 
anticipated.

Note 12:  Earnings per common and common equivalent share is computed based 
upon the weighted average number of common shares outstanding during the 
period plus the dilutive effect of common shares contingently issuable from 
stock options.  Earnings per common share - assuming full dilution reflects 
the potential dilutive effect of dilutive common share equivalents and the 
Company's 3% Convertible Subordinated Notes issued July 22, 1993.




                                  -8-


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

RESULTS OF OPERATIONS

     This discussion should be read in conjunction with the financial 
statements and the financial statement footnotes included in this Form 10-Q.

     For the quarter ended July 31, 1996, the Company reported its best-ever 
quarter in sales, earnings and dividends paid. Sales grew 24% to $2.459 
billion, net earnings increased 34% to $114.3 million and earnings per share 
(fully diluted) were $.67 compared to $.51 in the comparable quarter of last 
year.  Comparable store sales were up 8%.  For the six months ended July 31, 
1996, sales grew 21% to $4.366 billion, net earnings increased 12% to $161.3 
million and earnings per share (fully diluted) were $.96 compared to $.86 in 
the comparable period of last year.  Comparable store sales were up 5% year to 
date.

     Sales in the second quarter were enhanced by the addition of 5.7 million 
square feet of retail selling space at new and existing locations since last 
year's second quarter.  Significant sales gains came in tools, yard, patio and 
garden, kitchen cabinets and appliances, home decor, home water systems, 
heating/cooling and home care/safety.  Average inflation in sales prices was 
flat.

     Gross margin was 25.57% of sales for the quarter ended July 31, 1996, 
versus 24.95% in last year's quarter. The increase in gross margin rate 
continues to reflect both the continuing shift in business from contractor to 
retail and favorable changes in our product mix. Gross margin for the six 
months ended July 31, 1996, was 25.32% versus 25.35% last year. 

     Selling, general and administrative expenses (SG&A) were 14.73% of sales 
in the second quarter versus 14.69% in last year's quarter. SG&A increased 
24.5% compared to a 24.3% sales increase in the quarter.  Store salaries 
(excluding those in store opening costs) rose 26%, however general office 
expense increased only 15% providing a positive 10 basis point variance. A 
decrease in market interest rates enhanced credit card related income compared 
to last year causing a favorable variance of 12 basis points.  The Consumer 
Product Safety commission, in the second quarter, issued a statement regarding 
child safety when exposed to mini-blinds containing lead.  The Company 
responded with a decision to remove all inventory of mini-blinds containing 
lead and a $3.5 million loss accrual was made in consideration of this 
announcement.  For the six months ended July 31, 1996, SG&A was 15.60% of 
sales versus 15.40% for the comparable period last year.

     For the quarter ended July 31, 1996, store opening costs were $12.6 
million versus $11.4 million last year, representing costs associated with the 
opening of 14 stores this year (12 new and 2 relocated) compared to 13 stores 
in last year's second quarter (10 new and 3 relocated).   Charges in this 
quarter for future openings were $1.9 million compared to $891 thousand in 
1995's second quarter. For the six months ended July 31, 1996, store opening 
costs were $25.1 million versus $20.0 million last year, representing costs 
associated with the opening of 29 new stores this year (22 new stores and 7 
relocations) compared to 26 stores in the comparable period last year (17 new 
and 9 relocated).



                                  -9-


     Depreciation was $47.8 million for the quarter ended July 31, 1996 and 
$92.4 million for the six months ended July 31, 1996,  increasing 33% and 34% 
over the respective comparable periods last year.  The increases are due 
primarily to fixtures, displays, computer equipment and store equipment 
relating to the Company's expansion program.

     Employee retirement plans expense was $17.1 million for the three months 
ended July 31, 1996, a 29% increase compared to last year's quarter.  This 29% 
increase in employee retirement plans expense exceeded the 26% increase in 
total company salaries due to revisions of Employee Stock Ownership Plan 
eligibility rates.  This relationship between the expenses is expected to 
continue through the remainder of fiscal 1996.  For the six months ended July 
31, 1996, employee retirement plans expense was up 15% to $30.7 million.

     Interest expense increased $7.0 million to $25.3 million for the six 
months ended July 31, 1996.  This is the result of an increase of $3.9 million 
in the first quarter and an increase of $3.1 million in the second quarter.  
Interest increased primarily due to senior notes issued in December 1995 and 
new capitalized building leases.

     The Company's effective income tax rate was 35.58% for the three months 
ended July 31, 1996, compared to 36.34% for the comparable three months last 
year.  The effective rate was 35.70% versus 36.24% for the six months ended 
July 31, 1996 and 1995, respectively.  The fiscal 1996 rate has decreased 
mainly due to a lower effective state rate.


LIQUIDITY AND CAPITAL RESOURCES

     The uses of cash in the first six months have continued to lay the 
groundwork for successfully implementing our strategic plan.  Merchandise 
inventory has increased $185.6 million, about 57% due to our new and relocated 
stores and 43% due to seasonal increases in inventory and increased 
merchandise assortments.  Real property has increased in line with the 
Company's strategic plan to continue expansion of retail sales floor square 
footage by expanding into new markets and relocating from older, smaller 
stores to larger stores.  The Company's 1996 capital budget is targeted at $1 
billion, inclusive of $240 million in operating leases.  Over 80% of this 
planned investment is for store expansion.  

     The Company's 3% Convertible Subordinated Notes due July 22, 2003 were 
called for redemption on July 22, 1996.  Most bond holders opted to convert 
prior to the redemption date, increasing stockholders equity $257.1 million 
during the three months ended July 31, 1996.





                                   -10-


     Lowe's ended the second quarter with 380 stores and 26.8 million square 
feet of retail selling space, a 27% increase over last July's selling space.  
The Company's expansion plans for 1996 envision about 60 new stores with 
about 75% in new markets and the balance relocations, for approximately 6.7 
million square feet of additional retail space.  Approximately one half of the 
1996 projects will be leased and one half will be owned.  Expansion in the 
first half of fiscal 1996 included 22 new stores  and 7 relocations 
representing 3 million square feet of new incremental retail space. The 
Company also closed or consolidated into existing markets 7 older, smaller 
stores during the first half of 1996.

     Current plans are to finance 1996 expansion through funds from perations, 
operating leases, issuance of about $40 million in common stock to the 
Company's ESOP (see Note 9) and from external financing.  Financing in the 
first six months came primarily from normal operating activities.  In addition 
to these sources, the Company has available agreements for up to $175 million 
in lines of credit for issuing documentary and standby letters of credit. The 
Company has a five year, $300 million revolving credit facility with a 
syndicate of thirteen banks to provide alternate liquidity for the Company's 
commercial paper program and for general corporate purposes.   A $100 million 
revolving credit and security agreement, expiring in September 1996, is 
available from a financial institution.  Another $75 million is available for 
the purpose of short-term borrowings on a bid basis from various banks.


IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

     As required, the Company adopted  Statement of Financial Accounting 
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets 
and for Long-Lived Assets to be Disposed Of" beginning February 1, 1996 and 
there was no material effect on the Company's financial statements.  

     In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation," 
was issued and is effective for the Company on February 1, 1996.  As permitted 
by No. 123, the Company will continue to apply APB Opinion No. 25, which 
recognizes compensation cost based on the intrinsic value of the equity 
instrument awarded, to its stock based compensation awards to employees and 
will disclose the required pro forma effect on net income and earnings per 
share in the Company's annual report.



                                  -11-

INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors
Lowe's Companies, Inc.:

We have reviewed the accompanying consolidated balance sheet of Lowe's 
Companies, Inc. and subsidiary companies as of July 31, 1996, and the 
related consolidated statements of current and retained earnings for the 
three-month and six-month periods ended July 31, 1996 and 1995, and of 
cash flows for the six-month periods ended July 31, 1996 and 1995. These 
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants. A review of interim 
financial information consists principally of applying analytical 
procedures to financial data and of making inquiries of persons 
responsible for financial and accounting matters. It is substantially 
less in scope than an audit conducted in accordance with generally 
accepted auditing standards, the objective of which is the expression of 
an opinion regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that 
should be made to such consolidated financial statements for them to be 
in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted 
auditing standards, the consolidated balance sheet of Lowe's Companies, 
Inc. and subsidiary companies as of January 31, 1996, and the related 
consolidated statements of current and retained earnings and of cash 
flows for the year then ended (not presented herein); and in our report 
dated February 20, 1996 (March 4, 1996 as to the fourth paragraph of 
Note 14), we expressed an unqualified opinion on those consolidated 
financial statements. In our opinion, the information set forth in the 
accompanying consolidated balance sheet as of January 31, 1996 is fairly 
stated, in all material respects, in relation to the consolidated 
balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina
August 12, 1996




                                  -12-

Part II - OTHER INFORMATION

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

  (a)-The annual meeting of shareholders was  held May 31, 1996.

  (b)-Directors elected at the meeting: William A. Andres, John M. Belk, 
      Claudine B. Malone and  Robert L. Strickland
     -Incumbent Directors whose terms expire in subsequent years are: 
      Carol A. Farmer, Leonard G. Herring, Petro Kulynych, Russell B. Long, 
      Robert G. Schwartz and Robert L. Tillman

  (c)-The matters voted upon at the meeting and the results of the voting 
      were as follows:

   (1)  Election of Class I Directors:         FOR                WITHHELD
         William A. Andres                 140,731,147            1,179,986
         John M. Belk                      140,911,725              999,408
         Claudine B. Malone                140,906,254            1,004,879
         Robert L. Strickland              141,070,555              840,578

   (2) Proposal to approve the appointment of Deloitte & Touche as the 
       independent certified public accountants of the company: 
       For 141,544,385, Against 134,293, Abstain 232,455.


Item 6 (a) - Exhibits

     Exhibit 11 - Computation of per share earnings

Item 6 (b) - Reports on Form 8-K

     There were no reports filed on Form 8-K during the quarter ended 
     July 31, 1996.

                               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.

                                            LOWE'S COMPANIES, INC.


          September 12, 1996              \s\    Richard D. Elledge
Date               
                                               Richard D. Elledge,
                                         Senior Vice President and Chief 
                                                 Accounting Officer



- -13-

Item 6 (a) - Exhibits

     Exhibit 11 - Computation of per share earnings

                               Three Months Ended         Six Months Ended
                                      July 31                July 31
                                1996        1995         1996        1995

     Earnings per Common & Common Equivalent Share:

     Net Earnings             $114,279     $85,007     $161,341    $143,933

     Weighted Average Shares
          Outstanding          163,286     160,341     162,187      160,257
     Dilutive Effect of Common 
          Stock Equivalent          77          91          77           93
     Weighted Average Shares,
          as Adjusted          163,363     160,432     162,264      160,350

     Earnings per Common &
       Common Equivalent Share    $.70        $.53        $.99         $.90


     Earnings per Common Share - Assuming Full Dilution:

     Net Earnings             $114,279     $85,007     $161,341     $143,933
     Interest (After Taxes) on
       Convertible Debt          1,703       1,878        3,614        3,759
     Net Earnings, 
       as Adjusted            $115,982     $86,885     $164,955     $147,692

     Weighted Average Shares
          Outstanding          163,286     160,341      162,187      160,257
     Dilutive Effect of Common 
          Stock Equivalents         77         112           77          113
     Shares Added if All Debt
          Converted              9,259      10,898       10,068       10,898
     Weighted Average Shares,
          as Adjusted          172,622     171,351      172,332      171,268

     Earnings per Common Share
      - Assuming Full Dilution    $.67        $.51         $.96         $.86





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               JUL-31-1996
<CASH>                                         104,966
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