Registration No. 333-

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

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

                               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)

                               OFFICE DEPOT, INC.
                         LONG-TERM EQUITY INCENTIVE PLAN
                                       AND
                               OFFICE DEPOT, INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

              DAVID C. FANNIN                              (561) 438-4800
      SENIOR VICE PRESIDENT, GENERAL                     (Telephone number,
       COUNSEL & CORPORATE SECRETARY                    including area code,
         2200 OLD GERMANTOWN ROAD                       of agent for service)
          DELRAY BEACH, FLORIDA
  (Name and address of agent for service)

<TABLE>

---------------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<CAPTION>

                                                       PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
         REGISTERED              REGISTERED(1)             SHARE(2)                  PRICE(2)           REGISTRATION FEE
----------------------------- --------------------- ------------------------ ------------------------- --------------------
<S>                            <C>                          <C>                    <C>                       <C>
Common Stock (par value        18,000,000 shares            $6.1875                $111,375,000              $29,403
$.01 per share)(3)
----------------------------- --------------------- ------------------------ ------------------------- --------------------

(1)An   undetermined   number  of  additional   shares  may  be  issued  if  the
   anti-dilution adjustment provisions of the plan become operative.
(2)Estimated  solely for the  purpose of  calculating  the  registration  fee in
   accordance  with Rules 457(c) and (h) under the Securities Act of 1933 on the
   basis of the average of the high and low prices of the Common Stock as quoted
   on the New York Stock Exchange on June 30, 2000.
(3) Including the related Preferred Share Purchase Rights.



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

</TABLE>

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The purpose of this  Registration  Statement is to reflect the
registration  of (i) 16,000,000  additional  shares of Common Stock to be issued
pursuant to the Office Depot,  Inc.  Long-Term  Equity  Incentive  Plan and (ii)
2,000,000  additional shares of Common Stock to be issued pursuant to the Office
Depot,  Inc.  Employee Stock Purchase Plan. The Registration  Statements on Form
S-8 filed by Office Depot,  Inc. (the  "Company") on February 4, 1998 (Reg.  No.
333-45591)  and June 7,  1999  (Reg.  No.  333-80123)  with the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by reference.

                  The following  documents  heretofore filed by the Company with
the Commission are incorporated herein by reference:

                  The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 25, 1999.

                  The Company's  Quarterly Report on Form 10-Q for the quarterly
period ended March 25, 2000.

                  The  description  of the Company's  Common Stock and Preferred
Share  Purchase  Rights   contained  in  the  Company's  Form  8-A  Registration
Statements for such securities filed with the Commission  pursuant to Section 12
of the Securities Exchange Act of 1934.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
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 part  hereof  from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.


<PAGE>

ITEM 8.    EXHIBITS

Exhibit
Number            Description of Exhibit
------            ----------------------

  4(a)            Restated  Certificate  of  Incorporation,  as amended,  of the
                  Company  (incorporated  by  reference  to  Exhibit  4.3 to the
                  Registration's Quarterly Report on Form 10-Q for the quarterly
                  period ended September 26, 1998).

  4(b)            By-Laws of the Company,  as currently in effect  (incorporated
                  herein by reference to Exhibit 4.4 to the Company's  Quarterly
                  Report on Form 10-Q for the  quarterly  period  ended June 29,
                  1996).

  4(c)            Rights  Agreement  dated as of  September  4, 1996 between the
                  Company and Chase Mellon  Shareholders  Services,  L.L.C.,  as
                  Rights  Agent   (incorporated   herein  by  reference  to  the
                  Company's Current Report on Form 8-K filed with the Commission
                  on September 6, 1996.

  5               Opinion of McDermott,  Will & Emery as to the legality  of the
                  securities being registered.

 23(a)            Consent  of  McDermott, Will & Emery  (included in its opinion
                  filed as Exhibit 5).

 23(b)            Consent of Deloitte & Touche LLP.

 24               Power of Attorney (included  with the  signature page  to this
                  registration statement).





<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned  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 Delray Beach,  State of
Florida, on the 30th day of June, 2000.

                                             OFFICE DEPOT, INC.


                                             By:  /S/  DAVID I. FUENTE
                                                -----------------------
                                                   David I. Fuente, Chairman and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors of Office  Depot,  Inc.,
hereby severally constitute David I. Fuente and David C. Fannin and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, the
Registration  Statement on Form S-8 filed  herewith  and any and all  amendments
(including  post-effective  amendments)  to  said  Registration  Statement,  and
generally  to do all  such  things  in our  name and  behalf  in the  capacities
indicated  below to enable Office Depot,  Inc. to comply with the  provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be  signed  by our  said  attorneys,  or any of them,  to said  Registration
Statement and any and all amendments thereto.

                  Pursuant  to the  Securities  Act of 1933,  as  amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 30th day of June, 2000.




          SIGNATURES                                        TITLE


   /S/  DAVID I. FUENTE                   Chairman of the Board and Chief
---------------------------------         Executive Officer (Principal
          David I. Fuente                 Executive Officer)


   /S/  IRWIN HELFORD                     Vice Chairman and Director
---------------------------------
          Irwin Helford



   /S/  M. BRUCE NELSON                   President - Office Depot International
---------------------------------         and Director
          M. Bruce Nelson




<PAGE>


                    SIGNATURES                           TITLE




   /S/  BARRY J. GOLDSTEIN                Executive Vice President - Finance,
---------------------------------         Chief Financial Officer and
         Barry J. Goldstein               Treasurer (Principal Financial
                                          Officer)


   /S/  CHARLES E. BROWN                  Senior Vice President - Finance and
---------------------------------         Controller (Principal Accounting
         Charles E. Brown                 Officer)


   /S/  LEE A. AULT, III                  Director
---------------------------------
         Lee A. Ault, III


   /S/  NEIL A. AUSTRIAN                  Director
---------------------------------
         Neil A. Austrian


   /S/  CYNTHIA R. COHEN                  Director
---------------------------------
         Cynthia R. Cohen


   /S/  W. SCOTT HEDRICK                  Director
---------------------------------
         W. Scott Hedrick


   /S/  JAMES L. HESKETT                  Director
---------------------------------
         James L. Heskett


   /S/  MICHAEL J. MYERS                  Director
---------------------------------
         Michael J. Myers


   /S/  FRANK P. SCRUGGS, JR.             Director
---------------------------------
         Frank P. Scruggs, Jr.


   /S/  PETER J. SOLOMON                  Director
---------------------------------
         Peter J. Solomon







<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER                         DESCRIPTION OF EXHIBIT
------                         ----------------------

  4(a)            Restated  Certificate  of  Incorporation,  as amended,  of the
                  Company  (incorporated  by  reference  to  Exhibit  4.3 to the
                  Registrant's  Quarterly  Report on Form 10-Q for the quarterly
                  period ended September 26, 1998).

  4(b)            By-Laws of the Company,  as currently in effect  (incorporated
                  by  reference to Exhibit 4.4 to the Company's Quarterly Report
                  on Form 10-Q for the quarterly period ended June 29, 1996).

4(c)              Rights  Agreement  dated as of  September  4, 1996 between the
                  Company and Chase Mellon  Shareholders  Services,  L.L.C.,  as
                  Rights  Agent   (incorporated   herein  by  reference  to  the
                  Company's Current Report on Form 8-K filed with the Commission
                  on September 6, 1996.

  5               Opinion  of McDermott,  Will & Emery as to the legality of the
                  securities being registered.

 23(a)            Consent  of McDermott,  Will & Emery (included in  its opinion
                  filed as Exhibit 5).

 23(b)            Consent of Deloitte & Touche LLP.

 24               Power  of Attorney  (included  with the signature page to this
                  registration statement).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 13161}]
{"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": "S-8", "act": "33", "file-number": "333-41060", "film-number": "669913"}, "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"}}
Registration No. 333-

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

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

                               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)

                               OFFICE DEPOT, INC.
                         LONG-TERM EQUITY INCENTIVE PLAN
                                       AND
                               OFFICE DEPOT, INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

              DAVID C. FANNIN                              (561) 438-4800
      SENIOR VICE PRESIDENT, GENERAL                     (Telephone number,
       COUNSEL & CORPORATE SECRETARY                    including area code,
         2200 OLD GERMANTOWN ROAD                       of agent for service)
          DELRAY BEACH, FLORIDA
  (Name and address of agent for service)

---------------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
         REGISTERED              REGISTERED(1)             SHARE(2)                  PRICE(2)           REGISTRATION FEE
----------------------------- --------------------- ------------------------ ------------------------- --------------------
Common Stock (par value        18,000,000 shares            $6.1875                $111,375,000              $29,403
$.01 per share)(3)
----------------------------- --------------------- ------------------------ ------------------------- --------------------

(1)An   undetermined   number  of  additional   shares  may  be  issued  if  the
   anti-dilution adjustment provisions of the plan become operative.
(2)Estimated  solely for the  purpose of  calculating  the  registration  fee in
   accordance  with Rules 457(c) and (h) under the Securities Act of 1933 on the
   basis of the average of the high and low prices of the Common Stock as quoted
   on the New York Stock Exchange on June 30, 2000.
(3) Including the related Preferred Share Purchase Rights.

====================================================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The purpose of this  Registration  Statement is to reflect the
registration  of (i) 16,000,000  additional  shares of Common Stock to be issued
pursuant to the Office Depot,  Inc.  Long-Term  Equity  Incentive  Plan and (ii)
2,000,000  additional shares of Common Stock to be issued pursuant to the Office
Depot,  Inc.  Employee Stock Purchase Plan. The Registration  Statements on Form
S-8 filed by Office Depot,  Inc. (the  "Company") on February 4, 1998 (Reg.  No.
333-45591)  and June 7,  1999  (Reg.  No.  333-80123)  with the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by reference.

                  The following  documents  heretofore filed by the Company with
the Commission are incorporated herein by reference:

                  The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 25, 1999.

                  The Company's  Quarterly Report on Form 10-Q for the quarterly
period ended March 25, 2000.

                  The  description  of the Company's  Common Stock and Preferred
Share  Purchase  Rights   contained  in  the  Company's  Form  8-A  Registration
Statements for such securities filed with the Commission  pursuant to Section 12
of the Securities Exchange Act of 1934.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
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 part  hereof  from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 8.    EXHIBITS

Exhibit
Number            Description of Exhibit
------            ----------------------

  4(a)            Restated  Certificate  of  Incorporation,  as amended,  of the
                  Company  (incorporated  by  reference  to  Exhibit  4.3 to the
                  Registration's Quarterly Report on Form 10-Q for the quarterly
                  period ended September 26, 1998).

  4(b)            By-Laws of the Company,  as currently in effect  (incorporated
                  herein by reference to Exhibit 4.4 to the Company's  Quarterly
                  Report on Form 10-Q for the  quarterly  period  ended June 29,
                  1996).

  4(c)            Rights  Agreement  dated as of  September  4, 1996 between the
                  Company and Chase Mellon  Shareholders  Services,  L.L.C.,  as
                  Rights  Agent   (incorporated   herein  by  reference  to  the
                  Company's Current Report on Form 8-K filed with the Commission
                  on September 6, 1996.

  5               Opinion of McDermott,  Will & Emery as to the legality  of the
                  securities being registered.

 23(a)            Consent  of  McDermott, Will & Emery  (included in its opinion
                  filed as Exhibit 5).

 23(b)            Consent of Deloitte & Touche LLP.

 24               Power of Attorney (included  with the  signature page  to this
                  registration statement).
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned  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 Delray Beach,  State of
Florida, on the 30th day of June, 2000.

                                             OFFICE DEPOT, INC.

                                             By:  /S/  DAVID I. FUENTE
                                                -----------------------
                                                   David I. Fuente, Chairman and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors of Office  Depot,  Inc.,
hereby severally constitute David I. Fuente and David C. Fannin and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, the
Registration  Statement on Form S-8 filed  herewith  and any and all  amendments
(including  post-effective  amendments)  to  said  Registration  Statement,  and
generally  to do all  such  things  in our  name and  behalf  in the  capacities
indicated  below to enable Office Depot,  Inc. to comply with the  provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be  signed  by our  said  attorneys,  or any of them,  to said  Registration
Statement and any and all amendments thereto.

                  Pursuant  to the  Securities  Act of 1933,  as  amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 30th day of June, 2000.

          SIGNATURES                                        TITLE

   /S/  DAVID I. FUENTE                   Chairman of the Board and Chief
---------------------------------         Executive Officer (Principal
          David I. Fuente                 Executive Officer)

   /S/  IRWIN HELFORD                     Vice Chairman and Director
---------------------------------
          Irwin Helford

   /S/  M. BRUCE NELSON                   President - Office Depot International
---------------------------------         and Director
          M. Bruce Nelson
SIGNATURES                           TITLE

   /S/  BARRY J. GOLDSTEIN                Executive Vice President - Finance,
---------------------------------         Chief Financial Officer and
         Barry J. Goldstein               Treasurer (Principal Financial
                                          Officer)

   /S/  CHARLES E. BROWN                  Senior Vice President - Finance and
---------------------------------         Controller (Principal Accounting
         Charles E. Brown                 Officer)

   /S/  LEE A. AULT, III                  Director
---------------------------------
         Lee A. Ault, III

   /S/  NEIL A. AUSTRIAN                  Director
---------------------------------
         Neil A. Austrian

   /S/  CYNTHIA R. COHEN                  Director
---------------------------------
         Cynthia R. Cohen

   /S/  W. SCOTT HEDRICK                  Director
---------------------------------
         W. Scott Hedrick

   /S/  JAMES L. HESKETT                  Director
---------------------------------
         James L. Heskett

   /S/  MICHAEL J. MYERS                  Director
---------------------------------
         Michael J. Myers

   /S/  FRANK P. SCRUGGS, JR.             Director
---------------------------------
         Frank P. Scruggs, Jr.

   /S/  PETER J. SOLOMON                  Director
---------------------------------
         Peter J. Solomon
EXHIBIT INDEX

EXHIBIT
NUMBER                         DESCRIPTION OF EXHIBIT
------                         ----------------------

  4(a)            Restated  Certificate  of  Incorporation,  as amended,  of the
                  Company  (incorporated  by  reference  to  Exhibit  4.3 to the
                  Registrant's  Quarterly  Report on Form 10-Q for the quarterly
                  period ended September 26, 1998).

  4(b)            By-Laws of the Company,  as currently in effect  (incorporated
                  by  reference to Exhibit 4.4 to the Company's Quarterly Report
                  on Form 10-Q for the quarterly period ended June 29, 1996).

4(c)              Rights  Agreement  dated as of  September  4, 1996 between the
                  Company and Chase Mellon  Shareholders  Services,  L.L.C.,  as
                  Rights  Agent   (incorporated   herein  by  reference  to  the
                  Company's Current Report on Form 8-K filed with the Commission
                  on September 6, 1996.

  5               Opinion  of McDermott,  Will & Emery as to the legality of the
                  securities being registered.

 23(a)            Consent  of McDermott,  Will & Emery (included in  its opinion
                  filed as Exhibit 5).

 23(b)            Consent of Deloitte & Touche LLP.

 24               Power  of Attorney  (included  with the signature page to this
                  registration statement).