<PAGE>   1

     As filed with the Securities and Exchange Commission on March 8, 2001

                                                    Registration No. 333-
                                                                         -------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            -------------------------

                              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)

  2455 PACES FERRY ROAD, ATLANTA, GEORGIA                     30339
 (Address of Principal Executive Offices)                   (Zip Code)

                 THE HOME DEPOT, INC. NON-QUALIFIED STOCK OPTION
                          AND DEFERRED STOCK UNITS PLAN
                                  AND AGREEMENT
                            (Full title of the plans)
                            -------------------------

         ROBERT L. NARDELLI                       COPIES REQUESTED TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER          KELLY R. CAFFARELLI, ESQ.
        THE HOME DEPOT, INC.                      THE HOME DEPOT, INC.
        2455 PACES FERRY ROAD              2455 PACES FERRY ROAD, BLDG. C-20
     ATLANTA, GEORGIA 30339-4024              ATLANTA, GEORGIA 30339-4024
                    (Name and address of agent for service)

                                 (770) 433-8211
          (Telephone Number, Including Area Code, of Agent for Service)
                               ------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================
                                                     Proposed
                                    Proposed         Maximum
                                    Maximum          Aggregate     Amount of
Title of Securities  Amount to be   Offering Price   Offering      Registration
to be Registered     Registered     Per Share (*)    Price (*)     Fee
--------------------------------------------------------------------------------

<S>                  <C>            <C>              <C>             <C>
Common Stock
($.05 par value)     3,250,000      $41.74           $135,655,000    $33,914
                       Shares**
================================================================================
</TABLE>

         (*)      Estimated solely for the purpose of calculating the
         registration fee based on $41.74, the average of the high and low
         prices of the common stock of the Registrant on the New York Stock
         Exchange on March 7, 2001 pursuant to Rules 457(c) and 457(h) under the
         Securities Act of 1933, as amended.

         (**)     Also registering 750,000 deferred stock units, which are
         convertible one-for-one into shares of common stock and for which no
         additional registration fee is required.


<PAGE>   2

                                EXPLANATORY NOTE

         In accordance with the Note to Part I of Form S-8, the information
specified by Part I has been omitted from this Registration Statement.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed by The Home Depot, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  January 30, 2000, as filed with the Commission pursuant to
                  Section 13 of the Securities Exchange Act of 1934, as amended
                  (the "1934 Act");

         (2)      The Registrant's Quarterly Report on Form 10-Q for the three
                  months ended April 30, 2000, July 30, 2000 and October 29,
                  2000, as filed with the Commission pursuant to Section 13 of
                  1934 Act; and

         (3)      The section entitled "Description of Common Stock" in
                  Registrant's Report on Form 8-A, filed with the Commission
                  pursuant to the 1934 Act.

                  All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock covered hereby has been passed upon
for The Home Depot, Inc. by Kelly R. Caffarelli, Esq., Corporate Counsel. Ms.
Caffarelli owns shares of Common Stock, both directly and as a participant in
various employee benefit plans; however, she is not eligible to participate in
the Plan.


<PAGE>   3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IV, Section 4, of the Registrant's Amended and Restated By-Laws
provides that to the fullest extent permitted by Delaware law, each former,
present or future, director, officer, employee or agent of the Registrant, and
each person who may serve at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Registrant in all events.

         Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that to the fullest extent permitted by Delaware Law, no director of
the Registrant shall be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 145 of the General Corporation Law of the State of Delaware
sets forth the applicable terms, conditions and limitations governing the
indemnification of officers, directors and other persons.

         In addition, the Registrant maintains officers' and directors'
liability insurance for the benefit of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as a part of this Registration
Statement:

<TABLE>
         <S>      <C>
         5        Opinion of Kelly R. Caffarelli

         23.1     Consent of Kelly R. Caffarelli, included in Exhibit 5

         23.2     Consent of KPMG LLP, Independent Certified Public
                  Accountants

         24       Powers of Attorney from Directors
</TABLE>


<PAGE>   4

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)      That for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 8th day of March,
2001.

                                    THE HOME DEPOT, INC.


                                    By:          /s/ Robert L. Nardelli
                                       -----------------------------------------
                                       (Robert L. Nardelli, President and CEO)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                          Title                         Date
      ---------                          -----                         ----
<S>                             <C>                                <C>


/s/ Bernard Marcus              Co-Chairman of the Board           March 8, 2001
------------------------
(Bernard Marcus)


/s/ Arthur Blank                Co-Chairman of the Board           March 8, 2001
------------------------
(Arthur Blank)


/s/ Robert L. Nardelli          President, Chief Executive         March 8, 2001
-------------------------       Officer and Director
(Robert L. Nardelli)            (Principal Executive Officer)


/s/ Dennis J. Carey             Executive Vice President and       March 8, 2001
------------------------        Chief Financial Officer
(Dennis J. Carey)               (Principal Financial Officer)


/s/ Carol B. Tome               Senior Vice President,             March 8, 2001
------------------------        Finance and Accounting
(Carol B. Tome)                 (Principal Accounting Officer)
</TABLE>


<PAGE>   6

<TABLE>
<CAPTION>
      Signature                    Title                        Date
      ---------                    -----                        ----

<S>                                <C>                          <C>
           *                       Director
------------------------
(Frank Borman)


           *                       Director
------------------------
(Gregory D. Brenneman)


           *                       Director
------------------------
(Richard H. Brown)


           *                       Director
------------------------
(John L. Clendenin)


           *                       Director
------------------------
(Berry R. Cox)


           *                       Director
------------------------
(William S. Davila)


           *                       Director
------------------------
(Milledge A. Hart, III)


           *                       Director
------------------------
(Bonnie G. Hill)


           *                       Director
------------------------
(Kenneth G. Langone)


           *                       Director
------------------------
(M. Faye Wilson)
</TABLE>


<PAGE>   7

*        The undersigned, by signing his name hereto, does hereby sign this
         Registration Statement on behalf of each of the above-indicated
         directors of the Registrant pursuant to powers of attorney, executed on
         behalf of each such director.


                                    By: /s/ Robert L. Nardelli
                                       -----------------------------------------
                                       (Robert L. Nardelli, Attorney-in-Fact)


<PAGE>   8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.
-----------

<S>           <C>
5             Opinion of Kelly R. Caffarelli, Esq.

23.2          Consent of KPMG LLP, Independent Certified Public Accountants

24            Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g67460s-8.txt", "description": "THE HOME DEPOT, INC.", "secsgml_size_bytes": 14327}]
{"company-data": {"conformed-name": "HOME DEPOT INC", "cik": "0000354950", "assigned-sic": "5211", "irs-number": "953261426", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56722", "film-number": "1563755"}, "business-address": {"street1": "2455 PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30339-4024", "phone": "770-433-82"}, "mail-address": {"street1": "2455 PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30339-4024"}}
1

     As filed with the Securities and Exchange Commission on March 8, 2001

                                                    Registration No. 333-
                                                                         -------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            -------------------------

                              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)

  2455 PACES FERRY ROAD, ATLANTA, GEORGIA                     30339
 (Address of Principal Executive Offices)                   (Zip Code)

                 THE HOME DEPOT, INC. NON-QUALIFIED STOCK OPTION
                          AND DEFERRED STOCK UNITS PLAN
                                  AND AGREEMENT
                            (Full title of the plans)
                            -------------------------

         ROBERT L. NARDELLI                       COPIES REQUESTED TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER          KELLY R. CAFFARELLI, ESQ.
        THE HOME DEPOT, INC.                      THE HOME DEPOT, INC.
        2455 PACES FERRY ROAD              2455 PACES FERRY ROAD, BLDG. C-20
     ATLANTA, GEORGIA 30339-4024              ATLANTA, GEORGIA 30339-4024
                    (Name and address of agent for service)

                                 (770) 433-8211
          (Telephone Number, Including Area Code, of Agent for Service)
                               ------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
                                    Proposed         Maximum
                                    Maximum          Aggregate     Amount of
Title of Securities  Amount to be   Offering Price   Offering      Registration
to be Registered     Registered     Per Share (*)    Price (*)     Fee
--------------------------------------------------------------------------------
Common Stock
($.05 par value)     3,250,000      $41.74           $135,655,000    $33,914
                       Shares**
================================================================================
(*)      Estimated solely for the purpose of calculating the
         registration fee based on $41.74, the average of the high and low
         prices of the common stock of the Registrant on the New York Stock
         Exchange on March 7, 2001 pursuant to Rules 457(c) and 457(h) under the
         Securities Act of 1933, as amended.

         (**)     Also registering 750,000 deferred stock units, which are
         convertible one-for-one into shares of common stock and for which no
         additional registration fee is required.
2

                                EXPLANATORY NOTE

         In accordance with the Note to Part I of Form S-8, the information
specified by Part I has been omitted from this Registration Statement.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed by The Home Depot, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  January 30, 2000, as filed with the Commission pursuant to
                  Section 13 of the Securities Exchange Act of 1934, as amended
                  (the "1934 Act");

         (2)      The Registrant's Quarterly Report on Form 10-Q for the three
                  months ended April 30, 2000, July 30, 2000 and October 29,
                  2000, as filed with the Commission pursuant to Section 13 of
                  1934 Act; and

         (3)      The section entitled "Description of Common Stock" in
                  Registrant's Report on Form 8-A, filed with the Commission
                  pursuant to the 1934 Act.

                  All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock covered hereby has been passed upon
for The Home Depot, Inc. by Kelly R. Caffarelli, Esq., Corporate Counsel. Ms.
Caffarelli owns shares of Common Stock, both directly and as a participant in
various employee benefit plans; however, she is not eligible to participate in
the Plan.
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IV, Section 4, of the Registrant's Amended and Restated By-Laws
provides that to the fullest extent permitted by Delaware law, each former,
present or future, director, officer, employee or agent of the Registrant, and
each person who may serve at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Registrant in all events.

         Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that to the fullest extent permitted by Delaware Law, no director of
the Registrant shall be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 145 of the General Corporation Law of the State of Delaware
sets forth the applicable terms, conditions and limitations governing the
indemnification of officers, directors and other persons.

         In addition, the Registrant maintains officers' and directors'
liability insurance for the benefit of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as a part of this Registration
Statement:
5        Opinion of Kelly R. Caffarelli

         23.1     Consent of Kelly R. Caffarelli, included in Exhibit 5

         23.2     Consent of KPMG LLP, Independent Certified Public
                  Accountants

         24       Powers of Attorney from Directors
4

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)      That for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 8th day of March,
2001.

                                    THE HOME DEPOT, INC.

                                    By:          /s/ Robert L. Nardelli
                                       -----------------------------------------
                                       (Robert L. Nardelli, President and CEO)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                          Title                         Date
      ---------                          -----                         ----
/s/ Bernard Marcus              Co-Chairman of the Board           March 8, 2001
------------------------
(Bernard Marcus)

/s/ Arthur Blank                Co-Chairman of the Board           March 8, 2001
------------------------
(Arthur Blank)

/s/ Robert L. Nardelli          President, Chief Executive         March 8, 2001
-------------------------       Officer and Director
(Robert L. Nardelli)            (Principal Executive Officer)

/s/ Dennis J. Carey             Executive Vice President and       March 8, 2001
------------------------        Chief Financial Officer
(Dennis J. Carey)               (Principal Financial Officer)

/s/ Carol B. Tome               Senior Vice President,             March 8, 2001
------------------------        Finance and Accounting
(Carol B. Tome)                 (Principal Accounting Officer)
6
Signature                    Title                        Date
      ---------                    -----                        ----
*                       Director
------------------------
(Frank Borman)

           *                       Director
------------------------
(Gregory D. Brenneman)

           *                       Director
------------------------
(Richard H. Brown)

           *                       Director
------------------------
(John L. Clendenin)

           *                       Director
------------------------
(Berry R. Cox)

           *                       Director
------------------------
(William S. Davila)

           *                       Director
------------------------
(Milledge A. Hart, III)

           *                       Director
------------------------
(Bonnie G. Hill)

           *                       Director
------------------------
(Kenneth G. Langone)

           *                       Director
------------------------
(M. Faye Wilson)
7

*        The undersigned, by signing his name hereto, does hereby sign this
         Registration Statement on behalf of each of the above-indicated
         directors of the Registrant pursuant to powers of attorney, executed on
         behalf of each such director.

                                    By: /s/ Robert L. Nardelli
                                       -----------------------------------------
                                       (Robert L. Nardelli, Attorney-in-Fact)
8

                                INDEX TO EXHIBITS
Exhibit No.
-----------
5             Opinion of Kelly R. Caffarelli, Esq.

23.2          Consent of KPMG LLP, Independent Certified Public Accountants

24            Powers of Attorney