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):
                      December 20, 2000 (December 12, 2000)
                      -------------------------------------

                             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.)


                  1605 Curtis Bridge Road
                Wilkesboro, North Carolina                  28697
                --------------------------                  -----
         (Address of principal executive offices)         (Zip Code)

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

                                 Not Applicable
                                 --------------
          (former name or former address if changed since last report)

                               Page 1 of 4 pages.
                        Exhibit Index appears on page 4.

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) The following  exhibits are filed in connection with the Registrant's  offer
and sale on December 15, 2000 of $500,000,000  principal  amount of 7 1/2% Notes
due December 15, 2005 (the "Notes") pursuant to its Shelf Registration Statement
on Form S-3 (File No.  333-34580).  The Notes were issued  under the Amended and
Restated Indenture, dated December 1, 1995, between the Registrant and Bank One,
N.A., formerly known as The First National Bank of Chicago, as trustee.

        Exhibits
        --------

          1.1       Purchase  Agreement,  dated December 12, 2000, among Merrill
                    Lynch  &  Co.,  Merrill  Lynch,   Pierce,   Fenner  &  Smith
                    Incorporated,  Goldman  Sachs & Co.,  Morgan  Stanley  & Co.
                    Incorporated and Lowe's Companies, Inc.

          4.1       Amended  and  Restated  Indenture,  dated  December 1, 1995,
                    between Lowe's Companies,  Inc. and Bank One, N.A., formerly
                    known as The First  National  Bank of  Chicago,  as  trustee
                    (filed as Exhibit 4.1 to the  Current  Report on Form 8-K of
                    Lowe's  Companies,  Inc.,  filed on December 15,  1995,  and
                    incorporated by reference herein).

          4.2       Form of Lowe's Companies, Inc. 7 1/2% Notes due December 15,
                    2005.




<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 hereunto duly authorized.




                                            LOWE'S COMPANIES, INC.

Date:    December 20, 2000                  /s/ Robert A. Niblock
                                            ------------------------------------
                                            Name:    Robert A. Niblock
                                            Title:   Senior Vice President
                                                     and Chief Financial Officer






<PAGE>
                                  EXHIBIT INDEX

1.1       Purchase  Agreement,  dated  December 12, 2000,  among Merrill Lynch &
          Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs
          & Co., Morgan Stanley & Co. Incorporated and Lowe's Companies, Inc.

4.1       Amended and Restated Indenture, dated December 1, 1995, between Lowe's
          Companies,  Inc.  and Bank  One,  N.A.,  formerly  known as The  First
          National  Bank of  Chicago,  as trustee  (filed as Exhibit  4.1 to the
          Current  Report  on Form  8-K of  Lowe's  Companies,  Inc.,  filed  on
          December 15, 1995, and incorporated by reference herein).

4.2       Form of Lowe's Companies, Inc. 7 1/2% Notes due December 15, 2005.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4608}]
{"company-data": {"conformed-name": "LOWES COMPANIES INC", "cik": "0000060667", "assigned-sic": "5211", "irs-number": "560578072", "state-of-incorporation": "NC", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07898", "film-number": "792202"}, "business-address": {"street1": "1605 CURTIS BRIDGE RD", "city": "WILKESBORO", "state": "NC", "zip": "28697", "phone": "3366584000"}, "mail-address": {"street1": "PO BOX 1111", "city": "NORTH WILKESBORO", "state": "NC", "zip": "28659"}}
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):
                      December 20, 2000 (December 12, 2000)
                      -------------------------------------

                             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.)

                  1605 Curtis Bridge Road
                Wilkesboro, North Carolina                  28697
                --------------------------                  -----
         (Address of principal executive offices)         (Zip Code)

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

                                 Not Applicable
                                 --------------
          (former name or former address if changed since last report)

                               Page 1 of 4 pages.
                        Exhibit Index appears on page 4.
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) The following  exhibits are filed in connection with the Registrant's  offer
and sale on December 15, 2000 of $500,000,000  principal  amount of 7 1/2% Notes
due December 15, 2005 (the "Notes") pursuant to its Shelf Registration Statement
on Form S-3 (File No.  333-34580).  The Notes were issued  under the Amended and
Restated Indenture, dated December 1, 1995, between the Registrant and Bank One,
N.A., formerly known as The First National Bank of Chicago, as trustee.

        Exhibits
        --------

          1.1       Purchase  Agreement,  dated December 12, 2000, among Merrill
                    Lynch  &  Co.,  Merrill  Lynch,   Pierce,   Fenner  &  Smith
                    Incorporated,  Goldman  Sachs & Co.,  Morgan  Stanley  & Co.
                    Incorporated and Lowe's Companies, Inc.

          4.1       Amended  and  Restated  Indenture,  dated  December 1, 1995,
                    between Lowe's Companies,  Inc. and Bank One, N.A., formerly
                    known as The First  National  Bank of  Chicago,  as  trustee
                    (filed as Exhibit 4.1 to the  Current  Report on Form 8-K of
                    Lowe's  Companies,  Inc.,  filed on December 15,  1995,  and
                    incorporated by reference herein).

          4.2       Form of Lowe's Companies, Inc. 7 1/2% Notes due December 15,
                    2005.
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 hereunto duly authorized.

                                            LOWE'S COMPANIES, INC.

Date:    December 20, 2000                  /s/ Robert A. Niblock
                                            ------------------------------------
                                            Name:    Robert A. Niblock
                                            Title:   Senior Vice President
                                                     and Chief Financial Officer
EXHIBIT INDEX

1.1       Purchase  Agreement,  dated  December 12, 2000,  among Merrill Lynch &
          Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs
          & Co., Morgan Stanley & Co. Incorporated and Lowe's Companies, Inc.

4.1       Amended and Restated Indenture, dated December 1, 1995, between Lowe's
          Companies,  Inc.  and Bank  One,  N.A.,  formerly  known as The  First
          National  Bank of  Chicago,  as trustee  (filed as Exhibit  4.1 to the
          Current  Report  on Form  8-K of  Lowe's  Companies,  Inc.,  filed  on
          December 15, 1995, and incorporated by reference herein).

4.2       Form of Lowe's Companies, Inc. 7 1/2% Notes due December 15, 2005.