LOWES COMPANIES INC
10-Q, 1997-06-13
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>                             -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  May 2, 1997
                                      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
      incorporation or organization)            Identification No.)

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

                              (910)658-4000
               (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 30, 1997
Common Stock, $.50 par value                            173,866,419

                                   13
                               TOTAL PAGES


<PAGE>                            -2-



                          LOWE'S COMPANIES, INC.


                                 -INDEX-


PART I   Financial Information:                             Page No.

     Consolidated Balance Sheets   May 2, 1997,
     April 30, 1996 and January 31, 1997                       3

     Consolidated Statements of Current and
     Retained Earnings   three months
     ended May 2, 1997 and April 30, 1996                      4

     Consolidated Statements of Cash Flows   three
     months ended May 2, 1997 and April 30, 1996               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 6 (a) - Exhibits          

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


EXHIBIT INDEX

     Exhibit 11     Computation of per share earnings         13


<PAGE>                            -3-


Consolidated Balance Sheets

Lowe's Companies, Inc. and Subsidiary Companies
Dollars in thousands

<TABLE>
<CAPTION>
                                May 2,           April 30,       January 31,
                                   1997              1996             1997
<S>                            <C>              <C>               <C>
Assets

Current assets:

Cash and cash equivalents      $   47,872        $  108,359        $   40,387
Short-term investments             19,609            84,241            30,103
Accounts receivable - net         147,871           135,063           117,562
Merchandise inventory           1,819,125         1,451,823         1,605,880
Other assets                       54,848            53,654            57,534

Total current assets            2,089,325         1,833,140         1,851,466

Property, less accumulated 
   depreciation                 2,583,027         1,984,704         2,494,396
Long-term investments              30,519            28,277            35,615
Other assets                       46,455            56,931            53,477

Total assets                   $4,749,326        $3,903,052        $4,434,954


Liabilities and Shareholders' Equity

Current liabilities:

Short-term borrowings          $  140,717        $   59,961        $   80,905
Current maturities of 
   long-term debt                  23,285             8,718            22,566
Accounts payable                1,016,173           842,711           914,167
Employee retirement plans          67,857            45,846            60,770
Accrued salaries and wages         65,846            43,694            71,662
Other current liabilities         254,835           209,326           198,461

Total current liabilities       1,568,713         1,210,256         1,348,531

Long-term debt, excluding
   current maturities             788,637           897,978           767,338
Deferred income taxes             103,370            87,337           101,609

Total liabilities               2,460,720         2,195,571         2,217,478
                               
Shareholders' equity
Preferred stock - $5 par value,
   none issued                          -                 -                 -
Common stock - $.50 par value; 
     Issued and Outstanding
  May 2, 1997       173,628,954
  April 30, 1996    161,234,218
  January 31, 1997  173,403,639    86,814            80,617            86,702
Capital in excess of par          912,004           607,721           903,661
Retained earnings               1,306,755         1,027,462         1,245,888
Unearned compensation-restricted
   stock awards                   (16,779)           (7,597)          (18,434)
Unrealized loss on available-
   for-sale securities               (188)             (722)             (341)

Total shareholders' equity       2,288,606        1,707,481         2,217,476

Total liabilities and
shareholders' equity            $4,749,326       $3,903,052        $4,434,954


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


<PAGE>                             -4-

Consolidated Statements of Current and Retained Earnings

Lowe's Companies, Inc. and Subsidiary Companies
Dollars In Thousands, Except Per Share Data
<TABLE>
<CAPTION>
                                             Quarter ended
                                      May 2, 1997       April 30, 1996
                                   Amount  Percent      Amount   Percent
<S>                             <C>        <C>       <C>        <C>
    Current Earnings

    Net sales                   $2,400,754   100.00  $1,906,498  100.00
    Cost of sales                1,777,051    74.02   1,429,998   75.01
    Gross margin                   623,703    25.98     476,500   24.99

    Expenses:
    Selling, general 
        and administrative         412,218    17.18     318,978   16.72
    Store opening costs              8,252     0.34      12,493    0.66
    Depreciation                    56,712     2.36      44,635    2.34
    Employee retirement plans       19,262     0.80      13,671    0.72
    Interest                        17,286     0.72      13,189    0.69
    Total expenses                 513,730    21.40     402,966   21.13

    Pre-tax earnings               109,973     4.58      73,534    3.86

    Income tax provision            39,590     1.65      26,472    1.39

    Net earnings                  $ 70,383     2.93     $47,062    2.47


    Shares outstanding 
     (weighted average)            173,528              161,140
    Earnings per common & common 
      equivalent share               $0.41                $0.29
    Earnings per common share -
      assuming full dilution         $0.41                $0.28


 Retained earnings

    Balance at beginning
        of period               $1,245,888             $988,447
    Net earnings                    70,383               47,062
    Cash dividends                  (9,516)              (8,047)
    Balance at end of period    $1,306,755           $1,027,462


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


<PAGE>                             -5-

Consolidated Statements of Cash Flows

Lowe's Companies, Inc. and Subsidiary Companies
Dollars in Thousands                        
<TABLE>
<CAPTION>
                                           For the three-months ended
                                           May 2,             April 30,
                                            1997                 1996
<S>                                       <C>                <C>
Cash Flows From Operating Activities:
    Net Earnings                           $ 70,383           $ 47,062
    Adjustments to Reconcile 
     Net Earnings to Net Cash 
     Provided By Operating Activities:
     Depreciation                           56,712              44,635
     Amortization of
      Original Issue Discount                   28                 874 
     Increase 
      in Deferred Income Taxes               2,613               1,141 
     (Gain)Loss on Disposition/Writedown 
      of Fixed and Other Assets              6,120              (1,156)
     Decrease (Increase) in Operating Assets:
       Accounts Receivable - Net            (30,309)           (21,580)
       Merchandise Inventory               (213,245)          (184,746)
       Other Operating Assets                 1,811                752  
     Increase in Operating Liabilities:
       Accounts Payable                     102,006            187,312
       Employee Retirement Plans             15,587             11,915 
       Other Operating Liabilities           52,091             34,666 
    Net Cash Provided by  
     Operating Activities                    63,797            120,875

Cash Flows from Investing Activities:
    Decrease (Increase) in Investment Assets:
      Short-Term Investments                 16,879             33,398
      Purchases of Long-Term Investments     (3,012)            (7,636)
      Proceeds from Sale/Maturity 
        of Long-Term Investments              1,958             10,548
    Decrease in Other Long-Term Assets          315                 76
    Fixed Assets Acquired                  (121,539)          (144,121)
    Proceeds from the Sale of Fixed
      and Other Long-Term Assets              1,984              3,825 
    Net Cash Used in Investing
        Activities                         (103,415)          (103,910)

Cash Flows from Financing Activities:
    Sources:
     Net Increase in 
      Short-Term Borrowings                  59,812             43,344
     Stock Options Exercised                     76                  -
     Total Financing Sources                 59,888             43,344
    Uses:
     Repayment of Long-term Debt             (3,269)            (7,771)
     Cash Dividend Payments                  (9,516)            (8,047)
     Total Financing Uses                   (12,785)           (15,818)
     Net Cash Provided by Financing
      Activities                             47,103             27,526

    Net Increase in Cash and
      Cash Equivalents                        7,485             44,491
    Cash and Cash Equivalents,
      Beginning of Period                    40,387             63,868
    Cash and Cash Equivalents,
      End of Period                         $47,872           $108,359


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


<PAGE>                             -6-

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

Note  1:     The accompanying Consolidated 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 May 2, 1997, and the results of operations 
and the cash flows for the three-month periods ended May 2, 1997 and April 30, 
1996.

Note  2:     During this fiscal year, when the current quarter is compared 
with the same fiscal quarter in the prior year, certain variances result 
because, effective February 1, 1997, the Company adopted a 52 week fiscal 
year, changing the year end date from January 31 to the Friday nearest January 
31.  Each quarter of the 52 week fiscal year will contain 13 weeks except for 
the infrequent fiscal years with 53 weeks.  The Company estimates that had it 
been on a similar calendar in fiscal 1996, the previously reported results for 
the first quarter would have been favorably impacted by approximately three 
cents per share.  The earnings differences for the second, third and fourth 
quarters of fiscal 1996 attributable to the Company's change of its fiscal 
calendar are approximately one cent per share or less.  

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 with original maturities of three 
months or less when purchased are classified as cash equivalents. Investments 
with a maturity of between three months and one year from the balance sheet 
date 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):
<TABLE>
<CAPTION>
                                                  Quarter ended     
                                               May 2,     April 30,
                                                1997        1996
<S>                                           <C>          <C>
     Long-term debt                           $ 6,576      $ 9,763
     Capitalized leases                        10,010        5,676
     Short-term debt                            3,435        1,198
     Amortization of loan cost                     89          103
     Short-term interest income                (1,499)      (2,221)
     Interest capitalized on 
        construction in progress               (1,325)      (1,330)
     
     Net interest expense                     $17,286      $13,189
</TABLE>

Note  5:     If the FIFO method of inventory accounting had been used, 
inventories would have been $77,162,000 higher at May 2, 1997, $77,717,000 
higher at April 30, 1996 and $74,616,000 higher at January 31, 1997.

Note  6:     Stock options exercised consisted of 4,000 shares resulting in 
proceeds of $75,500 for the quarter ended May 2, 1997.  There were no stock 
options exercised in the quarter ended April 30, 1996.

Note  7:     Property is shown net of accumulated depreciation of $660,374,000 
at May 2, 1997, $496,635,000 at April 30, 1996 and $609,707,000 at January 31, 
1997.

<PAGE>                             -7-

Note  8:     Supplemental disclosures of cash flow information ($ in 
thousands):

<TABLE>
<CAPTION>
                                                      Quarter ended
                                              May 2, 1997     April 30, 1996
<S>                                              <C>             <C>
     Cash paid for interest 
       (net of capitalized)                      $22,996         $17,758
     Cash paid for income taxes                    4,982           1,811
     Non-cash investing and financing activities:
       Common stock issued to ESOP                 8,500          10,993
       Fixed assets acquired under 
         capital lease                            25,260          33,310
</TABLE>

Note  9:     In January 1997, the Board of Directors authorized the funding of 
the Fiscal 1996 ESOP contribution primarily with the issuance of new shares of 
the Company's common stock.  During the first quarter of Fiscal 1997, the 
Company issued 225,165 shares with a market value of $8.5 million.

Note 10:     On May 9, 1997, the Company registered $350 million of Medium-
Term Notes (MTN's) from its shelf registration filed with the SEC on November 
8, 1996.  As of May 15, 1997, the Company had sold $100 million of these MTN's 
to investors with a final maturity of May 15, 2037, at a yield of 7.11%.  This 
issuance of MTN's may be put at the option of the holder on either the tenth 
or twentieth anniversary date of the issue.

Note 11:     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.

     In February 1997, Statement of Financial Accounting Standards No. 128, 
"Earnings per Share" (SFAS 128) was issued to simplify the standards for 
computing earnings per share (EPS) and make them comparable to international 
EPS standards.  SFAS 128 is effective for periods ending after December 15, 
1997 and can not be adopted at an earlier date.  SFAS 128 will require dual 
presentation of basic and diluted EPS on the face of the statement of current 
earnings and a reconciliation of the components of the basic and diluted EPS 
calculations in the notes to the financial statements.  Basic EPS excludes 
dilution and is computed by dividing net earnings by the weighted-average 
number of common shares outstanding for the period.  Diluted EPS is similar to 
fully diluted EPS pursuant to Accounting Principles Board (APB) Opinion No. 
15.  The Company will adopt SFAS 128 in the quarter and year ending January 
30, 1998.  Had the new standard been applied in the quarter ending May 2, 
1997,  basic and diluted EPS would have been the same as primary and fully 
diluted EPS under APB Opinion No. 15.

Note 12:     The Company has a program with General Electric Capital 
Corporation (GECC) under which it sells credit card receivables from its 
proprietary credit card to GECC.  Statement of Financial Accounting Standards 
No. 125, "Accounting for Transfers and Servicing of Financial Assets and 
Extinguishment of Liabilities" (SFAS 125), effective for transactions after 
December 31, 1996, would require the Company to record the receivables sold to 
GECC as assets on its consolidated balance sheet, with a corresponding amount 
shown as a liability under the structure of the current credit card sales 
agreement.  At May 2, 1997, the Company has not reflected the credit card 
receivables which have arisen and been sold to GECC since December 31, 1996 in 
its consolidated balance sheet, as such amounts are not material.  The Company 
is currently working with GECC to restructure the credit card sales agreement, 
and believes that under the new agreement, the credit card receivables will 
continue to be excluded from the consolidated balance sheet under SFAS 125.


<PAGE>                             -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 first quarter of fiscal 1997, sales increased 26% to $2.401 
billion, comparable store sales had a  7% gain and net earnings increased by 
50% to $70.383 million compared to last year's first quarter results. Earnings 
per share (fully diluted) were $.41 compared to $.28 for the comparable 
quarter of last year.

     Sales in the first 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 first quarter. Sales performances in our basic businesses were strong 
through-out the quarter.  Electrical, home decor, tools, appliances, kitchen 
cabinets and lawn and garden categories all posted sales increases exceeding 
25%.  

     Gross margin was 25.98% of sales for the quarter ended May 2, 1997 
compared to 24.99% for the first quarter of last year.  Of the 99 basis point 
improvement, 12 basis points were due to a favorable LIFO comparison.  The 
balance of 87 points is due to several components including continued efforts 
in monitoring store pricing disciplines, favorable changes in the merchandise 
mix as well as the mix shift from contractor to retail.  The newer higher 
margin categories which are less seasonal, such as floor care and R.T.A. 
(ready-to-assemble) furniture also contributed to improved margin performance. 
These categories were introduced in the second half of 1996 as the consumer 
electronics offering was modified.

     Selling, general and administrative expenses (SG&A) were 17.18% of sales 
versus 16.72% in last year's first quarter.  The sudden shift to cooler and 
wetter weather in April and its effect on sales in that month resulted in 
stores' payroll not being leveraged by sales for the quarter.  In addition, 
the timing of write-downs of properties related to future closings or 
relocations of stores, in accordance with SFAS No. 121 "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," 
had a negative impact on the SG&A comparison. 

     For the quarter ended May 2, 1997, store opening costs were $8.3 million 
versus $12.5 million last year, representing costs associated with the opening 
of 8 stores this year (6 new and 2 relocated) compared to 15 stores in last 
year's first quarter (10 new and 5 relocated). Charges in this quarter for 
future and prior openings were $2.7 million compared to $3.3 million in 1996's 
first quarter. The Company's 1997 expansion plans are discussed under 
"Liquidity and Capital Resources" below.

     Depreciation was $56.7 million for the quarter ended May 2, 1997.  This 
is an increase of 27% over the comparable period last year and is due 
primarily to real estate, fixtures, displays and computer equipment relating 
to the Company's expansion program. 


<PAGE>                             -9-


     Employee retirement plans expense increased 41% to $19.3 million for the 
quarter ended May 2, 1997.  Higher estimated eligibility rates were primarily 
responsible for the increase.

     Interest expense increased from $13.2 million to $17.3 million for the 
quarter ended May 2, 1997.  Interest increased primarily due to capitalized 
building leases and short-term interest expense.  

     The Company's effective income tax rate was 36.00% for the quarters ended 
May 2, 1997 and April 30, 1996.


LIQUIDITY AND CAPITAL RESOURCES

     The uses of cash in the first quarter have continued to lay the 
groundwork for successfully implementing the Company's strategic plan. Net 
cash provided by operating activities was $64 million for the quarter ended 
May 2, 1997 compared to $121 million for last year's first quarter.  The 
decrease in this year's first quarter resulted primarily from expansion 
related increases in inventory levels and a smaller increase in accounts 
payable.

     The Company's working capital was $521 million at May 2, 1997 compared to 
$623 million at April 30, 1996 and $503 million at January 31, 1997.

     Real property has increased as a result of the Company's 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 
1997 capital budget is targeted at $1.2 billion, inclusive of $300 million in 
operating or capital leases.  Over 80% of the capital budget is for store 
expansion.  Lowe's ended the first quarter with 407 stores and 31.1 million 
square feet of retail selling space, a 23% increase over first quarter 1996's 
selling space.  Expansion plans for 1997 consist of approximately 60 to 65 new 
stores with about 70% in new markets and the balance relocations of existing 
stores, for approximately 6.2 million square feet of additional retail space.  
Approximately one-half of the 1997 projects will be leased.  Our first quarter 
expansion included 2 relocations and 6 new stores representing 760 thousand 
square feet of new incremental retail space.

     Current plans are to finance the Company's 1997 expansion program through 
funds from operations, leases, issuance of $58 million in common stock to our 
ESOP and from external financing.  The Company had $141 million of short-term 
borrowings at May 2, 1997 compared to $60 million at April 30, 1996 and $81 
million at January 31, 1997.  On May 9, 1997, the Company registered $350 
million of Medium-Term Notes (MTN's) from its shelf registration filed with 
the SEC on November 8, 1996.  As of May 15, 1997, the Company had sold $100 
million of these MTN's to investors with a final maturity of May 15, 2037, at 
a yield of 7.11%.  This issuance of MTN's may be put at the option of the 
holder on either the tenth or twentieth anniversary date of the issue.


<PAGE>                           -10-

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

     In February 1997, Statement of Financial Accounting Standards No. 128, 
"Earnings per Share" (SFAS 128) was issued to simplify the standards for 
computing earnings per share (EPS) and make them comparable to international 
EPS standards.  SFAS 128 is effective for periods ending after December 15, 
1997 and can not be adopted at an earlier date.  SFAS 128 will require dual 
presentation of basic and diluted EPS on the face of the statement of current 
earnings and a reconciliation of the components of the basic and diluted EPS 
calculations in the notes to the financial statements.  Basic EPS excludes 
dilution and is computed by dividing net earnings by the weighted-average 
number of common shares outstanding for the period.  Diluted EPS is similar to 
fully diluted EPS pursuant to Accounting Principles Board (APB) Opinion No. 
15.  The Company will adopt SFAS 128 in the quarter and year ending January 
30, 1998.  Had the new standard been applied in the quarter ending May 2, 
1997,  basic and diluted EPS would have been the same as primary and fully 
diluted EPS under APB Opinion No. 15.


FORWARD-LOOKING LANGUAGE

     This Securities and Exchange Commission Form 10-Q may include "forward-
looking statements" within the meaning of Section 27A of the Securities Act 
and Section 21E of the Exchange Act.  Although the Company believes that 
comments reflected in such forward-looking statements are reasonable, they are 
based on information existing at the time made.  Therefore, it can give no 
assurance that such expectations will prove to be correct.  Important factors 
that could cause actual results to differ from expectations include, but are 
not limited to, general economic trends, availability and development of real 
estate for expansion, commodity markets, and the nature of competition and 
weather conditions, all which are described in detail in the Company's 1996 
Annual Report.


<PAGE>                            -11-


INDEPENDENT ACCOUNTANTS' REPORT

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

We have reviewed the accompanying consolidated balance sheets of Lowe's 
Companies, Inc. and subsidiary companies as of May 2, 1997 and April 30, 1996, 
and the related consolidated statements of current and retained earnings and 
of cash flows for the three-month periods ended May 2, 1997 and April 30, 
1996. 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, 1997, 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, 1997, 
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, 1997 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
May 13, 1997



<PAGE>                            -12- 


Part II   OTHER INFORMATION

      6 (a) - Exhibits

              Exhibit 11 - Computation of per share earnings

     
Part II   OTHER INFORMATION

     6 (b) - Reports on Form 8 K

             There were no reports filed on Form 8-K during the quarter ended 
             May 2, 1997.






                              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.





Date    June 13, 1997                        \s\    Richard D. Elledge

                                                   Richard D. Elledge,
                                                  Senior Vice President 
                                               and Chief Accounting Officer


                                     -13-


Exhibit 11 - Computation of per share earnings

                                        Three Months Ended
                                       May 2,     April 30,
                                        1997        1996

     Earnings per Common & Common Equivalent Share:

     Net Earnings                     $70,383     $47,062

     Weighted Average Shares
          Outstanding                 173,453     161,064
     Dilutive Effect of Common 
          Stock Equivalents                75          76
     Weighted Average Shares,
          as Adjusted                 173,528     161,140

     Earnings per Common &
          Common Equivalent Share        $.41        $.29


     Earnings per Common Share - Assuming Full Dilution:

     Net Earnings                     $70,383     $47,062
     Interest (After Taxes) on
          Convertible Debt                  -       1,906
     Net Earnings, as Adjusted        $70,383     $48,968

     Weighted Average Shares
          Outstanding                 173,453     161,064
     Dilutive Effect of Common 
          Stock Equivalents                75          76
     Shares Added if All Debt
          Converted                         -      10,897
     Weighted Average Shares,
          as Adjusted                 173,528     172,037

     Earnings per Common Share
     - Assuming Full Dilution            $.41        $.28 




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-30-1998
<PERIOD-END>                               MAY-02-1997
<CASH>                                          47,872
<SECURITIES>                                    19,609
<RECEIVABLES>                                  147,871
<ALLOWANCES>                                         0
<INVENTORY>                                  1,819,125
<CURRENT-ASSETS>                             2,089,325
<PP&E>                                       2,583,027
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,749,326
<CURRENT-LIABILITIES>                        1,568,713
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        86,814
<OTHER-SE>                                   2,201,792
<TOTAL-LIABILITY-AND-EQUITY>                 4,749,326
<SALES>                                      2,400,754
<TOTAL-REVENUES>                             2,400,754
<CGS>                                        1,777,051
<TOTAL-COSTS>                                1,777,051
<OTHER-EXPENSES>                               496,444
<LOSS-PROVISION>                                     0
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