================================================================================


                                  UNITED STATES
                       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 November 25, 2003

                         Commission file number 1-10948

                               OFFICE DEPOT, INC.

             (Exact name of registrant as specified in its charter)

Delaware                                              59-2663954

(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


2200 Old Germantown Road, Delray Beach, Florida                 33445

(Address of principal executive offices)                        (Zip Code)


                                 (561) 438-4800

              (Registrant's telephone number, including area code)
        Former name or former address, if changed since last report: N/A


================================================================================

<PAGE>


ITEM 5. OTHER EVENTS

         On November 25, 2003, the Board of Directors of Office Depot, Inc. (the
"Registrant" and the "Corporation") adopted certain amendments to the
Corporation's Shareholder's Rights Plan (the "Rights Plan"). The amendments (i)
added a "chewable" redemption feature which will allow certain offers to be
accepted by shareholders without interference by the Rights Plan; (ii)
eliminated all provisions--sometimes referred to as "dead hand"
provisions--giving only "Continuing Directors" the right to make decisions under
the Rights Plan; and (iii) eliminated the provision that Staples, Inc., a
Delaware corporation, and its subsidiaries, affiliates and associates, were
"Exempt Persons" under the Rights Plan.

         The summary of terms of the amended and restated Shareholder Rights
Plan are as follows:

                  On September 3, 1996, the Board of Directors of the
         Corporation authorized the issuance of one preferred share purchase
         right (a "Right") for each outstanding share of common stock, par value
         $.01 per share (the "Common Stock"), of the Corporation. The
         distribution was payable to the stockholders of record at the close of
         business on September 16, 1996 (the "Record Date"), and with respect to
         all shares of Common Stock that become outstanding after the Record
         Date and prior to the earliest of the Distribution Date (as defined
         below), the redemption of the Rights, the exchange of the Rights, and
         the expiration of the Rights (and, in certain cases, following the
         Distribution Date). Each Right entitles the registered holder to
         purchase from the Corporation one one-thousandth of a share of a Junior
         Participating Preferred Stock, Series A, par value $.01 per share, of
         the Corporation (the "Preferred Shares") at a price of $95.00 per one
         one-thousandth of a Preferred Share (the "Purchase Price"), subject to
         adjustment. The description and terms of the Rights are set forth in a
         Rights Agreement, amended and restated (the "Rights Agreement"),
         between the Corporation and Mellon Investor Services, L.L.C., as Rights
         Agent (the "Rights Agent").

                  Until the earlier to occur of (i) the expiration of the
         Corporation's redemption rights following the date of public disclosure
         that a person or group other than certain exempt persons (an "Acquiring
         Person"), together with persons affiliated or associated with such
         Acquiring Person (other than those that are exempt persons), has
         acquired, or obtained the right to acquire, beneficial ownership of 20%
         or more of the outstanding Common Stock (the "Stock Acquisition Date")
         or (ii) the tenth business day after the date of commencement or public
         disclosure of an intention to commence a tender offer or exchange offer
         by a person other than an exempt person if, upon consummation of the
         offer, such person could acquire beneficial ownership of 20% or more of
         the outstanding Common Stock (the earlier of such dates being called
         the "Distribution Date"), the Rights will be evidenced by Common Stock
         certificates and not by separate certificates. The Rights Agreement
         provides that, until the Distribution Date (or earlier redemption,
         exchange or expiration of the Rights), the Rights will be

                                       2
<PAGE>

         transferred with and only with the Common Stock. Until the Distribution
         Date (or earlier redemption, exchange or expiration of the Rights), new
         Common Stock certificates issued after the Record Date, upon transfer
         or new issuance of the Common Stock, will contain a notation
         incorporating the Rights Agreement by reference. Until the Distribution
         Date (or earlier redemption, exchange or expiration of the Rights) the
         surrender for transfer of any certificate for Common Stock, with or
         without such notation or a copy of this Summary of Rights being
         attached thereto, will also constitute the transfer of the Rights
         associated with the Common Stock represented by such certificate. As
         soon as practicable following the Distribution Date, separate
         certificates evidencing the Rights ("Right Certificates") will be
         mailed to holders of record of the Common Stock as of the close of
         business on the Distribution Date, and such separate Right Certificates
         alone will evidence the Rights.

                  The Rights will first become exercisable after the
         Distribution Date (unless sooner redeemed or exchanged). The Rights
         will expire at the close of business on September 16, 2006 (the
         "Expiration Date"), unless earlier redeemed or exchanged by the
         Corporation as described below.

                  The Purchase Price payable, and the number of Preferred Shares
         or other securities, cash or other property issuable, upon exercise of
         the Rights are subject to adjustment from time to time to prevent
         dilution (i) in the event of a stock dividend or distribution on, or a
         subdivision, combination or reclassification of, the Preferred Shares,
         (ii) upon the grant to holders of the Preferred Shares of certain
         rights, options or warrants to subscribe for Preferred Shares or
         securities convertible into Preferred Shares at less than the current
         market price of the Preferred Shares or (iii) upon the distribution to
         holders of the Preferred Shares of evidences of indebtedness or assets
         (excluding regular periodic cash dividends out of earnings or retained
         earnings) or of subscription rights or warrants (other than those
         referred to above). In addition, the Purchase Price payable and the
         number of Preferred Shares purchasable on exercise of a Right is
         subject to adjustment in the event that the Corporation should (i)
         declare or pay any dividend on the Common Stock payable in Common Stock
         or (ii) effect a subdivision or combination of the Common Stock into a
         different number of shares of Common Stock.

                  In the event that a person becomes an Acquiring Person, proper
         provision shall be made so that each holder of a Right, other than
         Rights that are or were beneficially owned by the Acquiring Person and
         certain related persons and transferees (which will thereafter be
         void), shall thereafter have the right to receive upon exercise of such
         Right that number of shares of Common Stock (or other securities)
         having at the time of such transaction a market value of two times the
         exercise price of the Right. In the event that the Corporation is
         involved in a merger or other business combination transaction where
         the Corporation is not the surviving corporation or where Common Stock
         is changed or exchanged or in a transaction or transactions in which
         50% or more of its consolidated assets or earning power are sold,
         proper provision shall be made so that each holder of a

                                       3
<PAGE>

         Right (other than any Acquiring Person and certain related persons or
         transferees) shall thereafter have the right to receive, upon the
         exercise thereof at the then current exercise price of the Right, that
         number of shares of common stock of the acquiring corporation which at
         the time of such transaction would have a market value of two times the
         exercise price of the Right. In addition, the Corporation's Board of
         Directors has the option of exchanging all or part of the Rights
         (excluding void Rights) for an equal number of shares of Common Stock
         in the manner described in the Rights Agreement.

                  With certain exceptions, no adjustment in the Purchase Price
         will be required until cumulative adjustments require an adjustment of
         at least 1% in such Purchase Price. No fractional Preferred Shares will
         be issued (other than fractions which are integral multiples of one
         one-thousandth of a Preferred Share, which may, at the election of the
         Corporation, be evidenced by depositary receipts) and in lieu thereof,
         an adjustment in cash will be made based on the market price of the
         Preferred Shares on the last trading date prior to the date of
         exercise.

                  At any time prior to public disclosure that an Acquiring
         Person has become such, the Board of Directors of the Corporation may
         redeem the Rights in whole, but not in part, at a price of $.01 per
         Right (the "Redemption Price"), payable in cash, shares (including
         fractional shares) of Common Stock or any other form of consideration
         deemed appropriate by the Board of Directors. In addition, in the event
         (x) the Corporation receives a "Qualifying Offer", meaning an offer
         which (among other things) (i) is for all of the Corporation's Common
         Stock, (ii) consists of cash and/or marketable securities, (iii)
         includes a firm commitment letter from an established financial
         institution stating that the offeror has the money to pay any cash
         included in the offer, (iv) has a non-waivable condition that the
         offeror must own at least two-thirds of the Corporation's Common Stock
         after the consummation of the offer, (v) stays open for at least 60
         business days and is extended in the event of a price increase or a
         competing offer, (vi) commits the offeror to buying all other shares of
         the Corporation Common Stock at a prices not less than the original
         offer, and (vii) if the original offer is unsuccessful, prohibits the
         original offeror from making another offer for the Corporation's equity
         securities for 6 months, unless a subsequent Qualifying Offer which is
         at least 10% higher than the original offer is made by an unrelated
         third party, and (y) the Corporation receives a Special Meeting Notice
         from the holders of at least 10% of the shares of Common Stock then
         outstanding (other than the shares of Common Stock held by the Person
         making the Qualifying Offer and such Person's affiliates and
         associates), then the Corporation's Board of Directors is required to
         call a special stockholder meeting the purpose of which is to allow the
         stockholders to vote on a resolution to redeem the Rights Agreement (a
         "Special Meeting").

                  In the event that the Special Meeting is not held on or prior
         to the sixtieth (60th) day following receipt of the Special Meeting
         Notice (the "Outside Date") or if, at the Special Meeting, the holders
         of a majority of the shares of Common Stock outstanding as of the
         record date for the Special Meeting selected by the

                                       4
<PAGE>

         Board of Directors of the Corporation shall vote in favor of the
         redemption resolution and provided that no person or entity has become
         an Acquiring Person prior to the redemption date referred to below,
         then all of the Rights shall be deemed redeemed by such failure to hold
         the Special Meeting or such shareholder action, as the case may be, at
         the Redemption Price, effective as of the close of business on the
         tenth (10th) business day following the Outside Date (if the Special
         Meeting is not held on or prior to such date) or the date on which the
         results of the vote on the redemption resolution at the Special Meeting
         are certified as official, as the case may be. Immediately upon
         redemption of the Rights, the ability of holders to exercise the Rights
         will terminate and the only rights of such holders will be to receive
         the Redemption Price.

                  At any time prior to public disclosure that an Acquiring
         Person has become such, the Board of Directors of the Corporation may
         amend or supplement the Rights Agreement without the approval of the
         Rights Agent or any holder of the Rights, except for an amendment or
         supplement which would change the Redemption Price, provide for an
         earlier expiration date of the Rights or change the Purchase Price.
         Thereafter, the Board of Directors of the Corporation may amend or
         supplement the Rights Agreement without such approval only to cure
         ambiguity, correct or supplement any defective or inconsistent
         provision or change or supplement the Rights Agreement in any manner
         which shall not adversely affect the interests of the holders of the
         Rights (other than an Acquiring Person or an affiliate or associate
         thereof). Immediately upon the action of the Board of Directors
         providing for any amendment or supplement, such amendment or supplement
         will be deemed effective.

                  The Preferred Shares purchasable upon exercise of the Rights
         will not be redeemable. Each Preferred Share will be entitled to a
         minimum preferential quarterly dividend payment equal to the greater of
         $25 per share and 1,000 times the dividend declared per Common Share.
         In the event of liquidation, the holders of the Preferred Shares will
         be entitled to a minimum preferential liquidation payment equal to the
         greater of $100 per share and 1,000 times the payment made per Common
         Share. Each Preferred Share will have 1,000 votes per share, voting
         together with the Common Stock. In the event of any merger,
         consolidation or other transaction in which Common Stock are exchanged,
         each Preferred Share will be entitled to receive 1,000 times the amount
         received per Common Share.

                  The Rights have certain anti-takeover effects. The Rights may
         cause substantial dilution to a person or group other than an exempt
         person that attempts to acquire the Corporation on terms not approved
         by the Board, except pursuant to an offer conditioned on a substantial
         number of Rights being acquired. The Rights should not interfere with
         any merger or other business combination approved by the Board of
         Directors prior to the time a person or group other than an exempt
         person has acquired beneficial ownership of 20% or more of the Common
         Stock, because until such time the Rights may generally be redeemed by
         the Corporation at $.01 per Right.

                                       5

<PAGE>

                  Until a Right is exercised, the holder thereof, as such, will
         have no rights as a stockholder of the Corporation, including, without
         limitation, the right to vote or to receive dividends.

         A copy of the amended and restated Rights Agreement is filed herewith
as Exhibit 4. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

4        Rights Agreement, dated as of September 4, 1996, as amended and
         restated as of November 25, 2003, between the Corporation, as issuer
         and Mellon Investor Services, L.L.C., as Rights Agent, which includes
         as Exhibit B thereto the form of Right Certificate.


                                       6

<PAGE>

                                    SIGNATURE

         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.

                                             OFFICE DEPOT, INC.


Date: November 25, 2003                      By: /s/ DAVID C. FANNIN
                                                ------------------------------
                                             David C. Fannin
                                             Executive Vice President and
                                             General Counsel





                                       7

<PAGE>


                                  Exhibit Index


Exhibit
No.            Description
-------        -----------

4              Rights Agreement, dated as of September 4, 1996, as amended and
               restated as of November 25, 2003, between the Corporation, as
               issuer and Mellon Investor Services, L.L.C., as Rights Agent,
               which includes as Exhibit B thereto the form of Right
               Certificate.






                                       8
[{"type": "8-K", "sequence": "1", "filename": "s434902.txt", "secsgml_size_bytes": 18632}]
{"company-data": {"conformed-name": "OFFICE DEPOT INC", "cik": "0000800240", "assigned-sic": "5940", "irs-number": "592663954", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10948", "film-number": "031022527"}, "business-address": {"street1": "2200 OLD GERMANTOWN RD", "city": "DELRAY BEACH", "state": "FL", "zip": "33445", "phone": "5612664800"}, "mail-address": {"street1": "2200 OLD GERMANTOWN ROAD", "street2": "2200 OLD GERMANTOWN ROAD", "city": "DELRAY BEACH", "state": "FL", "zip": "33445"}}
================================================================================

                                  UNITED STATES
                       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 November 25, 2003

                         Commission file number 1-10948

                               OFFICE DEPOT, INC.

             (Exact name of registrant as specified in its charter)

Delaware                                              59-2663954

(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

2200 Old Germantown Road, Delray Beach, Florida                 33445

(Address of principal executive offices)                        (Zip Code)

                                 (561) 438-4800

              (Registrant's telephone number, including area code)
        Former name or former address, if changed since last report: N/A

================================================================================
ITEM 5. OTHER EVENTS

         On November 25, 2003, the Board of Directors of Office Depot, Inc. (the
"Registrant" and the "Corporation") adopted certain amendments to the
Corporation's Shareholder's Rights Plan (the "Rights Plan"). The amendments (i)
added a "chewable" redemption feature which will allow certain offers to be
accepted by shareholders without interference by the Rights Plan; (ii)
eliminated all provisions--sometimes referred to as "dead hand"
provisions--giving only "Continuing Directors" the right to make decisions under
the Rights Plan; and (iii) eliminated the provision that Staples, Inc., a
Delaware corporation, and its subsidiaries, affiliates and associates, were
"Exempt Persons" under the Rights Plan.

         The summary of terms of the amended and restated Shareholder Rights
Plan are as follows:

                  On September 3, 1996, the Board of Directors of the
         Corporation authorized the issuance of one preferred share purchase
         right (a "Right") for each outstanding share of common stock, par value
         $.01 per share (the "Common Stock"), of the Corporation. The
         distribution was payable to the stockholders of record at the close of
         business on September 16, 1996 (the "Record Date"), and with respect to
         all shares of Common Stock that become outstanding after the Record
         Date and prior to the earliest of the Distribution Date (as defined
         below), the redemption of the Rights, the exchange of the Rights, and
         the expiration of the Rights (and, in certain cases, following the
         Distribution Date). Each Right entitles the registered holder to
         purchase from the Corporation one one-thousandth of a share of a Junior
         Participating Preferred Stock, Series A, par value $.01 per share, of
         the Corporation (the "Preferred Shares") at a price of $95.00 per one
         one-thousandth of a Preferred Share (the "Purchase Price"), subject to
         adjustment. The description and terms of the Rights are set forth in a
         Rights Agreement, amended and restated (the "Rights Agreement"),
         between the Corporation and Mellon Investor Services, L.L.C., as Rights
         Agent (the "Rights Agent").

                  Until the earlier to occur of (i) the expiration of the
         Corporation's redemption rights following the date of public disclosure
         that a person or group other than certain exempt persons (an "Acquiring
         Person"), together with persons affiliated or associated with such
         Acquiring Person (other than those that are exempt persons), has
         acquired, or obtained the right to acquire, beneficial ownership of 20%
         or more of the outstanding Common Stock (the "Stock Acquisition Date")
         or (ii) the tenth business day after the date of commencement or public
         disclosure of an intention to commence a tender offer or exchange offer
         by a person other than an exempt person if, upon consummation of the
         offer, such person could acquire beneficial ownership of 20% or more of
         the outstanding Common Stock (the earlier of such dates being called
         the "Distribution Date"), the Rights will be evidenced by Common Stock
         certificates and not by separate certificates. The Rights Agreement
         provides that, until the Distribution Date (or earlier redemption,
         exchange or expiration of the Rights), the Rights will be

                                       2
transferred with and only with the Common Stock. Until the Distribution
         Date (or earlier redemption, exchange or expiration of the Rights), new
         Common Stock certificates issued after the Record Date, upon transfer
         or new issuance of the Common Stock, will contain a notation
         incorporating the Rights Agreement by reference. Until the Distribution
         Date (or earlier redemption, exchange or expiration of the Rights) the
         surrender for transfer of any certificate for Common Stock, with or
         without such notation or a copy of this Summary of Rights being
         attached thereto, will also constitute the transfer of the Rights
         associated with the Common Stock represented by such certificate. As
         soon as practicable following the Distribution Date, separate
         certificates evidencing the Rights ("Right Certificates") will be
         mailed to holders of record of the Common Stock as of the close of
         business on the Distribution Date, and such separate Right Certificates
         alone will evidence the Rights.

                  The Rights will first become exercisable after the
         Distribution Date (unless sooner redeemed or exchanged). The Rights
         will expire at the close of business on September 16, 2006 (the
         "Expiration Date"), unless earlier redeemed or exchanged by the
         Corporation as described below.

                  The Purchase Price payable, and the number of Preferred Shares
         or other securities, cash or other property issuable, upon exercise of
         the Rights are subject to adjustment from time to time to prevent
         dilution (i) in the event of a stock dividend or distribution on, or a
         subdivision, combination or reclassification of, the Preferred Shares,
         (ii) upon the grant to holders of the Preferred Shares of certain
         rights, options or warrants to subscribe for Preferred Shares or
         securities convertible into Preferred Shares at less than the current
         market price of the Preferred Shares or (iii) upon the distribution to
         holders of the Preferred Shares of evidences of indebtedness or assets
         (excluding regular periodic cash dividends out of earnings or retained
         earnings) or of subscription rights or warrants (other than those
         referred to above). In addition, the Purchase Price payable and the
         number of Preferred Shares purchasable on exercise of a Right is
         subject to adjustment in the event that the Corporation should (i)
         declare or pay any dividend on the Common Stock payable in Common Stock
         or (ii) effect a subdivision or combination of the Common Stock into a
         different number of shares of Common Stock.

                  In the event that a person becomes an Acquiring Person, proper
         provision shall be made so that each holder of a Right, other than
         Rights that are or were beneficially owned by the Acquiring Person and
         certain related persons and transferees (which will thereafter be
         void), shall thereafter have the right to receive upon exercise of such
         Right that number of shares of Common Stock (or other securities)
         having at the time of such transaction a market value of two times the
         exercise price of the Right. In the event that the Corporation is
         involved in a merger or other business combination transaction where
         the Corporation is not the surviving corporation or where Common Stock
         is changed or exchanged or in a transaction or transactions in which
         50% or more of its consolidated assets or earning power are sold,
         proper provision shall be made so that each holder of a

                                       3
Right (other than any Acquiring Person and certain related persons or
         transferees) shall thereafter have the right to receive, upon the
         exercise thereof at the then current exercise price of the Right, that
         number of shares of common stock of the acquiring corporation which at
         the time of such transaction would have a market value of two times the
         exercise price of the Right. In addition, the Corporation's Board of
         Directors has the option of exchanging all or part of the Rights
         (excluding void Rights) for an equal number of shares of Common Stock
         in the manner described in the Rights Agreement.

                  With certain exceptions, no adjustment in the Purchase Price
         will be required until cumulative adjustments require an adjustment of
         at least 1% in such Purchase Price. No fractional Preferred Shares will
         be issued (other than fractions which are integral multiples of one
         one-thousandth of a Preferred Share, which may, at the election of the
         Corporation, be evidenced by depositary receipts) and in lieu thereof,
         an adjustment in cash will be made based on the market price of the
         Preferred Shares on the last trading date prior to the date of
         exercise.

                  At any time prior to public disclosure that an Acquiring
         Person has become such, the Board of Directors of the Corporation may
         redeem the Rights in whole, but not in part, at a price of $.01 per
         Right (the "Redemption Price"), payable in cash, shares (including
         fractional shares) of Common Stock or any other form of consideration
         deemed appropriate by the Board of Directors. In addition, in the event
         (x) the Corporation receives a "Qualifying Offer", meaning an offer
         which (among other things) (i) is for all of the Corporation's Common
         Stock, (ii) consists of cash and/or marketable securities, (iii)
         includes a firm commitment letter from an established financial
         institution stating that the offeror has the money to pay any cash
         included in the offer, (iv) has a non-waivable condition that the
         offeror must own at least two-thirds of the Corporation's Common Stock
         after the consummation of the offer, (v) stays open for at least 60
         business days and is extended in the event of a price increase or a
         competing offer, (vi) commits the offeror to buying all other shares of
         the Corporation Common Stock at a prices not less than the original
         offer, and (vii) if the original offer is unsuccessful, prohibits the
         original offeror from making another offer for the Corporation's equity
         securities for 6 months, unless a subsequent Qualifying Offer which is
         at least 10% higher than the original offer is made by an unrelated
         third party, and (y) the Corporation receives a Special Meeting Notice
         from the holders of at least 10% of the shares of Common Stock then
         outstanding (other than the shares of Common Stock held by the Person
         making the Qualifying Offer and such Person's affiliates and
         associates), then the Corporation's Board of Directors is required to
         call a special stockholder meeting the purpose of which is to allow the
         stockholders to vote on a resolution to redeem the Rights Agreement (a
         "Special Meeting").

                  In the event that the Special Meeting is not held on or prior
         to the sixtieth (60th) day following receipt of the Special Meeting
         Notice (the "Outside Date") or if, at the Special Meeting, the holders
         of a majority of the shares of Common Stock outstanding as of the
         record date for the Special Meeting selected by the

                                       4
Board of Directors of the Corporation shall vote in favor of the
         redemption resolution and provided that no person or entity has become
         an Acquiring Person prior to the redemption date referred to below,
         then all of the Rights shall be deemed redeemed by such failure to hold
         the Special Meeting or such shareholder action, as the case may be, at
         the Redemption Price, effective as of the close of business on the
         tenth (10th) business day following the Outside Date (if the Special
         Meeting is not held on or prior to such date) or the date on which the
         results of the vote on the redemption resolution at the Special Meeting
         are certified as official, as the case may be. Immediately upon
         redemption of the Rights, the ability of holders to exercise the Rights
         will terminate and the only rights of such holders will be to receive
         the Redemption Price.

                  At any time prior to public disclosure that an Acquiring
         Person has become such, the Board of Directors of the Corporation may
         amend or supplement the Rights Agreement without the approval of the
         Rights Agent or any holder of the Rights, except for an amendment or
         supplement which would change the Redemption Price, provide for an
         earlier expiration date of the Rights or change the Purchase Price.
         Thereafter, the Board of Directors of the Corporation may amend or
         supplement the Rights Agreement without such approval only to cure
         ambiguity, correct or supplement any defective or inconsistent
         provision or change or supplement the Rights Agreement in any manner
         which shall not adversely affect the interests of the holders of the
         Rights (other than an Acquiring Person or an affiliate or associate
         thereof). Immediately upon the action of the Board of Directors
         providing for any amendment or supplement, such amendment or supplement
         will be deemed effective.

                  The Preferred Shares purchasable upon exercise of the Rights
         will not be redeemable. Each Preferred Share will be entitled to a
         minimum preferential quarterly dividend payment equal to the greater of
         $25 per share and 1,000 times the dividend declared per Common Share.
         In the event of liquidation, the holders of the Preferred Shares will
         be entitled to a minimum preferential liquidation payment equal to the
         greater of $100 per share and 1,000 times the payment made per Common
         Share. Each Preferred Share will have 1,000 votes per share, voting
         together with the Common Stock. In the event of any merger,
         consolidation or other transaction in which Common Stock are exchanged,
         each Preferred Share will be entitled to receive 1,000 times the amount
         received per Common Share.

                  The Rights have certain anti-takeover effects. The Rights may
         cause substantial dilution to a person or group other than an exempt
         person that attempts to acquire the Corporation on terms not approved
         by the Board, except pursuant to an offer conditioned on a substantial
         number of Rights being acquired. The Rights should not interfere with
         any merger or other business combination approved by the Board of
         Directors prior to the time a person or group other than an exempt
         person has acquired beneficial ownership of 20% or more of the Common
         Stock, because until such time the Rights may generally be redeemed by
         the Corporation at $.01 per Right.

                                       5
Until a Right is exercised, the holder thereof, as such, will
         have no rights as a stockholder of the Corporation, including, without
         limitation, the right to vote or to receive dividends.

         A copy of the amended and restated Rights Agreement is filed herewith
as Exhibit 4. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

4        Rights Agreement, dated as of September 4, 1996, as amended and
         restated as of November 25, 2003, between the Corporation, as issuer
         and Mellon Investor Services, L.L.C., as Rights Agent, which includes
         as Exhibit B thereto the form of Right Certificate.

                                       6
SIGNATURE

         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.

                                             OFFICE DEPOT, INC.

Date: November 25, 2003                      By: /s/ DAVID C. FANNIN
                                                ------------------------------
                                             David C. Fannin
                                             Executive Vice President and
                                             General Counsel

                                       7
Exhibit Index

Exhibit
No.            Description
-------        -----------

4              Rights Agreement, dated as of September 4, 1996, as amended and
               restated as of November 25, 2003, between the Corporation, as
               issuer and Mellon Investor Services, L.L.C., as Rights Agent,
               which includes as Exhibit B thereto the form of Right
               Certificate.

                                       8