<PAGE>  1
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                             _______________

                                 FORM 8-K

                              CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):          September 9, 1998

                           LOWE'S COMPANIES, INC.

             (Exact name of registrant as specified in charter)

     North Carolina                       1-7898              56-0578072
  (State or other jurisdiction of       (Commission        (IRS Employer
  incorporation)                        File Number)       Identification No.)

Post Office Box 1111, North Wilkesboro, North Carolina, 28656-0001
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:              336-658-4000 
______________________________________________________________________________


<PAGE>  2
Item 5.          Other Events

     The Board of Directors of Lowe's Companies, Inc., a corporation organized
under the laws of North Carolina (the "Company"), has approved a Rights 
Agreement, dated as of September 8, 1998 and to be effective on September 9, 
1998 (the "Rights Agreement") between the Company and Wachovia Bank, N.A., as 
Rights Agent, having the principal terms summarized below.  In accordance with
the Rights Agreement, the Board also declared  a dividend distribution of one 
Right for each outstanding share of common stock (the "Common Stock"), of the 
Company to shareholders of record at the close of business on September 9, 
1998 (the "Record Date").  

     Each Right entitles the registered holder to purchase from the Company 
one one-thousandth of a share of the Company's Participating Cumulative 
Preferred Stock, Series A, ("Series A Preferred Stock").  Each one one-
thousandth of a share (a "Unit") of Series A Preferred Stock is structured to 
be the equivalent of one share of Common Stock of the Company ("Common 
Stock").  Shareholders will receive one Right per share of Common Stock held 
of record at the close of business on the Record Date.  The exercise price of 
the Right will be $152.50 subject to adjustment (the "Purchase Price").

     Rights will also attach to shares of Common Stock issued after the Record
Date but prior to the Distribution Date unless the Board of Directors 
determines otherwise at the time of issuance.  The description and terms of 
the Rights are set forth in the Rights Agreement.

     The Rights will be appurtenant to the shares of Common Stock and will be 
evidenced by Common Stock certificates, and no separate certificates 
evidencing the Rights (the "Rights Certificates") will be distributed 
initially.  The Rights will separate from the Common Stock and a distribution 
of the Rights Certificates will occur (the "Distribution Date") upon the 
earlier of (i) 10 business days following a public announcement that a person 
or group of affiliated or associated persons (an "Acquiring Person") has 
acquired, or obtained the right to acquire, beneficial ownership of 15% or 
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
or (ii) 10 business days following the commencement of a tender offer or 
exchange offer that would result in a person or group beneficially becoming an
Acquiring Person.  Until the Distribution Date, (i) the Rights will be 
evidenced by the Common Stock certificates and will be transferred with and 
only with such Common Stock certificates, (ii) any Common Stock certificates 
issued will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock 
outstanding will also constitute the transfer of the Rights associated with 
the Common Stock represented by such certificates.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on September 9, 2008, unless earlier redeemed 
or exchanged by the Company as described below.  As soon as practicable after 
the Distribution Date, Rights Certificates will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date, and 
thereafter such separate Rights Certificates alone will represent the Rights.

     The Agreement provides that if any person becomes an Acquiring Person, 
proper provision shall be made so that each holder of a Right (except as set 
forth below) will thereafter have the right to receive, upon exercise and 
payment of the Purchase Price, Series A Preferred Stock or, at the option of 
the Company, Common Stock (or, in certain circumstances, cash, property or 
other securities of the Company) having a value equal to twice the amount of 
the Purchase Price.

<PAGE>  3
     In the event that, at any time following the Stock Acquisition Date, (i) 
the Company is acquired in a merger, statutory share exchange, or other 
business combination in which the Company is not the surviving corporation, or
(ii) 50% or more of the Company's assets or earning power is sold or 
transferred, each holder of a Right (except as set forth below) shall 
thereafter have the right to receive, upon exercise and payment of the 
Purchase Price, common stock of the acquiring company having a value equal to 
twice the Purchase Price.  The events set forth in this paragraph and in the 
immediately preceding paragraph are referred to as the "Triggering Events."

     Upon the occurrence of a Triggering Event that entitles Rights holders to
purchase securities or assets of the Company, Rights that are or were owned by
the Acquiring Person, or any affiliate or associate of such Acquiring Person, 
on or after such Acquiring Person's Stock Acquisition Date shall be null and 
void and shall not thereafter be exercised by any person (including subsequent
transferees).  Upon the occurrence of a Triggering Event that entitles Rights 
holders to purchase common stock of a third party, or upon the authorization 
of an Exchange, Rights that are or were owned by any Acquiring Person or any 
affiliate or associate of any Acquiring Person on or after such Acquiring 
Person's Stock Acquisition Date shall be null and void and shall not 
thereafter be exercised by any person (including subsequent transferees).

     The Purchase Price payable, and the number of shares of Series A 
Preferred Stock, Common Stock or other securities or property issuable upon 
exercise of the Rights are subject to adjustment from time to time to prevent 
dilution.

     At any time after any person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (except as set forth below) for shares of 
Common Stock (an "Exchange") at an exchange ratio of one share per Right, as 
appropriately adjusted to reflect any stock split or similar transaction.

     At any time until ten days following the Stock Acquisition Date, the 
Company may redeem the Rights in whole, but not in part, at a price of $.001 
per Right (the "Redemption Price").  Under certain circumstances set forth in 
the Rights Agreement, the decision to make an Exchange or to redeem the Rights
shall require the concurrence of a majority of the Continuing Directors (as 
defined below).  Additionally, the Company may thereafter but prior to the 
occurrence of a Triggering Event redeem the Rights in whole, but not in part, 
at the Redemption Price provided that such redemption is incidental to a 
merger or other business combination transaction involving the Company that is
approved by a majority of the Continuing Directors, does not involve an 
Acquiring Person, and in which all holders of Common Stock are treated alike. 
After the redemption period has expired, the Company's right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to less 
than 15% of the outstanding shares of Common Stock in a transaction or series 
of transactions not involving the Company.  Immediately upon the action of the
Board ordering redemption of the Rights, with, where required, the concurrence
of the Continuing Directors, the Rights will terminate and the only right of 
the holders of Rights will be to receive the Redemption Price.

     The term "Continuing Directors" means any member of the Board who was a 
member of the Board immediately before the adoption of the Rights Agreement, 
and any person who is subsequently elected to the Board if such person is 
recommended or approved by a majority of the Continuing Directors, but does 
not include an Acquiring Person, or an affiliate or associate of an Acquiring 
Person, or any representative of the foregoing entities.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the 

<PAGE>  4
right to vote or to receive dividends.  While the distribution of the Rights 
will not be taxable to shareholders or to the Company, shareholders may, 
depending upon the circumstances, recognize taxable income in the event that 
the Rights become exercisable for Series A Preferred Stock (or other 
consideration) of the Company or for common stock of the acquiring company as 
set forth above.

     Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by 
the Board prior to the Distribution Date.  After the Distribution Date, the 
provisions of the Rights Agreement may be amended by the Board (in certain 
circumstances, only with the concurrence of the Continuing Directors) in order
to cure any ambiguity, to make certain other changes that do not adversely 
affect the interests of holders of Rights (excluding the interests of any 
Acquiring Person), or to shorten or lengthen any time period under the Rights 
Agreement; provided, however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.

<PAGE>  5
SIGNATURES
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has been duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

                                           LOWE'S COMPANIES, INC.



Date:  October 1, 1998                     By:    /s/  Thomas E. Whiddon_____
                                                  Thomas E. Whiddon
                                                  Executive Vice President and
                                                  Chief Financial Officer


<PAGE>  6
                                EXHIBIT INDEX

                                                                         Page


4.1   Rights Agreement dated as of September 8, 1998, between the        7-58
      Company and Wachovia Bank, N.A., as Rights Agent

4.2   Press Release, dated September 3, 1998                               59
 
(continued . . .)
 
(continued . . .)
4
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{"company-data": {"conformed-name": "LOWES COMPANIES INC", "cik": "0000060667", "assigned-sic": "5211", "irs-number": "560578072", "state-of-incorporation": "NC", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07898", "film-number": "98723023"}, "business-address": {"street1": "PO BOX 1111", "city": "NORTH WILKESBORO", "state": "NC", "zip": "28656", "phone": "3366584000"}, "mail-address": {"street1": "PO BOX 1111", "city": "NORTH WILKESBORO", "state": "NC", "zip": "28656"}}
1
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                             _______________

                                 FORM 8-K

                              CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):          September 9, 1998

                           LOWE'S COMPANIES, INC.

             (Exact name of registrant as specified in charter)

     North Carolina                       1-7898              56-0578072
  (State or other jurisdiction of       (Commission        (IRS Employer
  incorporation)                        File Number)       Identification No.)

Post Office Box 1111, North Wilkesboro, North Carolina, 28656-0001
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:              336-658-4000 
______________________________________________________________________________
2
Item 5.          Other Events

     The Board of Directors of Lowe's Companies, Inc., a corporation organized
under the laws of North Carolina (the "Company"), has approved a Rights 
Agreement, dated as of September 8, 1998 and to be effective on September 9, 
1998 (the "Rights Agreement") between the Company and Wachovia Bank, N.A., as 
Rights Agent, having the principal terms summarized below.  In accordance with
the Rights Agreement, the Board also declared  a dividend distribution of one 
Right for each outstanding share of common stock (the "Common Stock"), of the 
Company to shareholders of record at the close of business on September 9, 
1998 (the "Record Date").  

     Each Right entitles the registered holder to purchase from the Company 
one one-thousandth of a share of the Company's Participating Cumulative 
Preferred Stock, Series A, ("Series A Preferred Stock").  Each one one-
thousandth of a share (a "Unit") of Series A Preferred Stock is structured to 
be the equivalent of one share of Common Stock of the Company ("Common 
Stock").  Shareholders will receive one Right per share of Common Stock held 
of record at the close of business on the Record Date.  The exercise price of 
the Right will be $152.50 subject to adjustment (the "Purchase Price").

     Rights will also attach to shares of Common Stock issued after the Record
Date but prior to the Distribution Date unless the Board of Directors 
determines otherwise at the time of issuance.  The description and terms of 
the Rights are set forth in the Rights Agreement.

     The Rights will be appurtenant to the shares of Common Stock and will be 
evidenced by Common Stock certificates, and no separate certificates 
evidencing the Rights (the "Rights Certificates") will be distributed 
initially.  The Rights will separate from the Common Stock and a distribution 
of the Rights Certificates will occur (the "Distribution Date") upon the 
earlier of (i) 10 business days following a public announcement that a person 
or group of affiliated or associated persons (an "Acquiring Person") has 
acquired, or obtained the right to acquire, beneficial ownership of 15% or 
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
or (ii) 10 business days following the commencement of a tender offer or 
exchange offer that would result in a person or group beneficially becoming an
Acquiring Person.  Until the Distribution Date, (i) the Rights will be 
evidenced by the Common Stock certificates and will be transferred with and 
only with such Common Stock certificates, (ii) any Common Stock certificates 
issued will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock 
outstanding will also constitute the transfer of the Rights associated with 
the Common Stock represented by such certificates.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on September 9, 2008, unless earlier redeemed 
or exchanged by the Company as described below.  As soon as practicable after 
the Distribution Date, Rights Certificates will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date, and 
thereafter such separate Rights Certificates alone will represent the Rights.

     The Agreement provides that if any person becomes an Acquiring Person, 
proper provision shall be made so that each holder of a Right (except as set 
forth below) will thereafter have the right to receive, upon exercise and 
payment of the Purchase Price, Series A Preferred Stock or, at the option of 
the Company, Common Stock (or, in certain circumstances, cash, property or 
other securities of the Company) having a value equal to twice the amount of 
the Purchase Price.
3
     In the event that, at any time following the Stock Acquisition Date, (i) 
the Company is acquired in a merger, statutory share exchange, or other 
business combination in which the Company is not the surviving corporation, or
(ii) 50% or more of the Company's assets or earning power is sold or 
transferred, each holder of a Right (except as set forth below) shall 
thereafter have the right to receive, upon exercise and payment of the 
Purchase Price, common stock of the acquiring company having a value equal to 
twice the Purchase Price.  The events set forth in this paragraph and in the 
immediately preceding paragraph are referred to as the "Triggering Events."

     Upon the occurrence of a Triggering Event that entitles Rights holders to
purchase securities or assets of the Company, Rights that are or were owned by
the Acquiring Person, or any affiliate or associate of such Acquiring Person, 
on or after such Acquiring Person's Stock Acquisition Date shall be null and 
void and shall not thereafter be exercised by any person (including subsequent
transferees).  Upon the occurrence of a Triggering Event that entitles Rights 
holders to purchase common stock of a third party, or upon the authorization 
of an Exchange, Rights that are or were owned by any Acquiring Person or any 
affiliate or associate of any Acquiring Person on or after such Acquiring 
Person's Stock Acquisition Date shall be null and void and shall not 
thereafter be exercised by any person (including subsequent transferees).

     The Purchase Price payable, and the number of shares of Series A 
Preferred Stock, Common Stock or other securities or property issuable upon 
exercise of the Rights are subject to adjustment from time to time to prevent 
dilution.

     At any time after any person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (except as set forth below) for shares of 
Common Stock (an "Exchange") at an exchange ratio of one share per Right, as 
appropriately adjusted to reflect any stock split or similar transaction.

     At any time until ten days following the Stock Acquisition Date, the 
Company may redeem the Rights in whole, but not in part, at a price of $.001 
per Right (the "Redemption Price").  Under certain circumstances set forth in 
the Rights Agreement, the decision to make an Exchange or to redeem the Rights
shall require the concurrence of a majority of the Continuing Directors (as 
defined below).  Additionally, the Company may thereafter but prior to the 
occurrence of a Triggering Event redeem the Rights in whole, but not in part, 
at the Redemption Price provided that such redemption is incidental to a 
merger or other business combination transaction involving the Company that is
approved by a majority of the Continuing Directors, does not involve an 
Acquiring Person, and in which all holders of Common Stock are treated alike. 
After the redemption period has expired, the Company's right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to less 
than 15% of the outstanding shares of Common Stock in a transaction or series 
of transactions not involving the Company.  Immediately upon the action of the
Board ordering redemption of the Rights, with, where required, the concurrence
of the Continuing Directors, the Rights will terminate and the only right of 
the holders of Rights will be to receive the Redemption Price.

     The term "Continuing Directors" means any member of the Board who was a 
member of the Board immediately before the adoption of the Rights Agreement, 
and any person who is subsequently elected to the Board if such person is 
recommended or approved by a majority of the Continuing Directors, but does 
not include an Acquiring Person, or an affiliate or associate of an Acquiring 
Person, or any representative of the foregoing entities.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the
4
right to vote or to receive dividends.  While the distribution of the Rights 
will not be taxable to shareholders or to the Company, shareholders may, 
depending upon the circumstances, recognize taxable income in the event that 
the Rights become exercisable for Series A Preferred Stock (or other 
consideration) of the Company or for common stock of the acquiring company as 
set forth above.

     Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by 
the Board prior to the Distribution Date.  After the Distribution Date, the 
provisions of the Rights Agreement may be amended by the Board (in certain 
circumstances, only with the concurrence of the Continuing Directors) in order
to cure any ambiguity, to make certain other changes that do not adversely 
affect the interests of holders of Rights (excluding the interests of any 
Acquiring Person), or to shorten or lengthen any time period under the Rights 
Agreement; provided, however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.
5
SIGNATURES
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has been duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

                                           LOWE'S COMPANIES, INC.

Date:  October 1, 1998                     By:    /s/  Thomas E. Whiddon_____
                                                  Thomas E. Whiddon
                                                  Executive Vice President and
                                                  Chief Financial Officer
6
                                EXHIBIT INDEX

                                                                         Page

4.1   Rights Agreement dated as of September 8, 1998, between the        7-58
      Company and Wachovia Bank, N.A., as Rights Agent

4.2   Press Release, dated September 3, 1998                               59
 
(continued . . .)
 
(continued . . .)
4