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

                        _________________________

                                Form S-8
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933

                        _________________________

                          The Home Depot, Inc.
         (Exact name of registrant as specified in its charter)

             Delaware                                    95-3261426
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                       Identification
                                                            Number)

2455 Paces Ferry Road, Atlanta, GA                       30339-4024
(Address of Principal Executive Offices)                 (Zip Code)

                             THE HOME DEPOT
                              FUTUREBUILDER
                        (Full title of the plan)

                        _________________________

          BERNARD MARCUS                            Copies requested to:
         Chairman and CEO                          Lawrence K. Menter, Esq.
       The Home Depot, Inc.                         The Home Depot, Inc.
       2455 Paces Ferry Road                        2455 Paces Ferry Road
    Atlanta, Georgia 30339-4024                  Atlanta, Georgia 30339-4024
          (770) 433-8211                                      
(Name, address and telephone number of agent for service)

                        _________________________

                     CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                                       
                                                       Proposed
                                     Proposed          Maximum
                                     Maximum           Aggregate   Amount of
Title of Securities   Amount to be   Offering Price    Offering    Registration
to be Registered      Registered     Per Share (*)     Price (*)   Fee
-------------------------------------------------------------------------------

Common Stock(**)
($.05 par value)      5,000,000      $43.50          $217,500,000  $75,000   
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                                              

(*)   Estimated solely for the purpose of calculating the registration fee 
      based on the average of the high and low prices on February 29, 1996,  
      pursuant to Rule 457 (c) and (h) under the Securities Act of 1933, 
      as amended.

(**)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
      this registration statement also covers an indeterminate amount of 
      interests to be offered or sold pursuant to the employee benefit plan 
      described herein.

<PAGE>      
                                    PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (1)  The Registrant's Annual Report on Form 10-K for the year ended 
January 29, 1995, filed with the Commission pursuant to Section 13 of the 
Securities Exchange Act of 1934, as amended (the "1934 Act"); 

      (2)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal 
quarters ended April 30, 1995; July 30, 1995; and October 29, 1995; and

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the Common Stock covered hereby has been passed upon for 
The Home Depot, Inc. by Lawrence K. Menter, Esq., Senior Corporate Counsel and 
Assistant Secretary of The Home Depot. Mr. Menter owns shares of Common Stock, 
both directly and as a participant in various employee benefit plans, and he 
is eligible to participate in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                      -2-

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

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

      5     Opinion of Lawrence K. Menter

      23.1  Consent of Lawrence K. Menter, included in Exhibit 5

      23.2  Consent of KPMG Peat Marwick LLP, Independent Certified Public 
            Accountants

      24    Powers of Attorney from Directors

ITEM 9.  UNDERTAKINGS.

      With respect to The Home Depot FutureBuilder, the Registrant undertakes 
that the Plan will be submitted to the Internal Revenue Service (the "IRS") 
in a timely manner and that the Registrant will make all changes required by 
the IRS in order to obtain a favorable determination letter with respect to 
the qualification of the Plan under Section 401(a) of the Internal Revenue 
Code.

The undersigned Registrant hereby undertakes:

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

                                      -3-

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

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

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

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



                                      -4-

<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 29th day of 
February, 1996.


                               THE HOME DEPOT, INC.


                               By: /s/Bernard Marcus                       
                                   (Bernard Marcus, Chairman of the Board,
                                   Chief Executive Officer and Secretary)



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


    Signature                  Title                          Date



/s/Bernard Marcus       Chairman of the Board, Chief       Feb. 29, 1996
(Bernard Marcus)        Executive Officer and Secretary
                        (Principal Executive Officer)


/s/Arthur M. Blank      President, Chief Operating         Feb. 29, 1996
(Arthur M. Blank)       Officer and Director


/s/Ronald M. Brill      Chief Administrative Officer,      Feb. 29, 1996
(Ronald M. Brill)       Executive Vice President, 
                        Assistant Secretary and Director


/s/Marshall L. Day      Senior Vice President,             Feb. 29, 1996
(Marshall L. Day)       Chief Financial Officer
                        (Principal Financial and 
                        Accounting Officer)



                                      -5-
<PAGE>

    Signature                  Title                          Date

/s/Bernard Marcus*           Director                      Feb. 29, 1996
(Frank Borman)                                          

                             Director                             
(Johnnetta B. Cole)


/s/Bernard Marcus*           Director                      Feb. 29, 1996
(Berry R. Cox)

    
/s/Bernard Marcus*           Director                      Feb. 29, 1996
(Milledge A. Hart, III)

    
                             Executive Vice President             
(James W. Inglis)            and Director


                             Director                             
(Donald R. Keough)

    
                             Director                             
(Kenneth G. Langone)

    
/s/Bernard Marcus*           Director                      Feb. 29, 1996
(M. Faye Wilson)

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

                                    By: /s/Bernard Marcus            
                                        (Bernard Marcus, Attorney-in-fact)


                                      -6-

<PAGE>
    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed on behalf of The Home Depot 
FutureBuilder by the undersigned, thereunto duly authorized, in the City of 
Atlanta, State of Georgia, on this 29th day of February, 1996.

                                          THE HOME DEPOT FUTUREBUILDER

                                          By: /s/Lawrence A. Smith
                                          (Lawrence A. Smith, Member,
                                          Administrative Committee)












                                      -7-

<PAGE>
                                          
                                          
                                          
                                    FORM S-8
                              REGISTRATION STATEMENT
                                     UNDER 
                            THE SECURITIES ACT OF 1933
_______________________________________________________________________________
                                INDEX TO EXHIBITS



Exhibit No.

 5    Opinion of Lawrence K. Menter
      
23.1  Consent of Lawrence K. Menter (included in Exhibit 5 above)

23.2  Consent of KPMG Peat Marwick LLP, Independent Certified Public 
      Accountants

24    Powers of Attorney from Directors
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14704}]
{"company-data": {"conformed-name": "HOME DEPOT INC", "cik": "0000354950", "assigned-sic": "5211", "irs-number": "953261426", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01385", "film-number": "96530313"}, "business-address": {"street1": "2455 PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30339-4024", "phone": "770-433-8211"}, "mail-address": {"street1": "2455 PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30339-4024"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                        _________________________

                                Form S-8
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933

                        _________________________

                          The Home Depot, Inc.
         (Exact name of registrant as specified in its charter)

             Delaware                                    95-3261426
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                       Identification
                                                            Number)

2455 Paces Ferry Road, Atlanta, GA                       30339-4024
(Address of Principal Executive Offices)                 (Zip Code)

                             THE HOME DEPOT
                              FUTUREBUILDER
                        (Full title of the plan)

                        _________________________

          BERNARD MARCUS                            Copies requested to:
         Chairman and CEO                          Lawrence K. Menter, Esq.
       The Home Depot, Inc.                         The Home Depot, Inc.
       2455 Paces Ferry Road                        2455 Paces Ferry Road
    Atlanta, Georgia 30339-4024                  Atlanta, Georgia 30339-4024
          (770) 433-8211                                      
(Name, address and telephone number of agent for service)

                        _________________________

                     CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                                       
                                                       Proposed
                                     Proposed          Maximum
                                     Maximum           Aggregate   Amount of
Title of Securities   Amount to be   Offering Price    Offering    Registration
to be Registered      Registered     Per Share (*)     Price (*)   Fee
-------------------------------------------------------------------------------

Common Stock(**)
($.05 par value)      5,000,000      $43.50          $217,500,000  $75,000   
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                                              

(*)   Estimated solely for the purpose of calculating the registration fee 
      based on the average of the high and low prices on February 29, 1996,  
      pursuant to Rule 457 (c) and (h) under the Securities Act of 1933, 
      as amended.

(**)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
      this registration statement also covers an indeterminate amount of 
      interests to be offered or sold pursuant to the employee benefit plan 
      described herein.
PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (1)  The Registrant's Annual Report on Form 10-K for the year ended 
January 29, 1995, filed with the Commission pursuant to Section 13 of the 
Securities Exchange Act of 1934, as amended (the "1934 Act"); 

      (2)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal 
quarters ended April 30, 1995; July 30, 1995; and October 29, 1995; and

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the Common Stock covered hereby has been passed upon for 
The Home Depot, Inc. by Lawrence K. Menter, Esq., Senior Corporate Counsel and 
Assistant Secretary of The Home Depot. Mr. Menter owns shares of Common Stock, 
both directly and as a participant in various employee benefit plans, and he 
is eligible to participate in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                      -2-
Article NINTH of the Registrant's Restated Certificate of Incorporation 
provides that to the fullest extent permitted by Delaware law, no director of 
the Registrant shall be liable to the Registrant or its stockholders for 
monetary damages for breach of fiduciary duty as a director, except for 
liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
under Section 174 of the Delaware eneral Corporation Law, or (iv) for any 
transaction from which the director derived an improper personal benefit.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

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

      5     Opinion of Lawrence K. Menter

      23.1  Consent of Lawrence K. Menter, included in Exhibit 5

      23.2  Consent of KPMG Peat Marwick LLP, Independent Certified Public 
            Accountants

      24    Powers of Attorney from Directors

ITEM 9.  UNDERTAKINGS.

      With respect to The Home Depot FutureBuilder, the Registrant undertakes 
that the Plan will be submitted to the Internal Revenue Service (the "IRS") 
in a timely manner and that the Registrant will make all changes required by 
the IRS in order to obtain a favorable determination letter with respect to 
the qualification of the Plan under Section 401(a) of the Internal Revenue 
Code.

The undersigned Registrant hereby undertakes:

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

                                      -3-
(2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new Registration Statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

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

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

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

                                      -4-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 29th day of 
February, 1996.

                               THE HOME DEPOT, INC.

                               By: /s/Bernard Marcus                       
                                   (Bernard Marcus, Chairman of the Board,
                                   Chief Executive Officer and Secretary)

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

    Signature                  Title                          Date

/s/Bernard Marcus       Chairman of the Board, Chief       Feb. 29, 1996
(Bernard Marcus)        Executive Officer and Secretary
                        (Principal Executive Officer)

/s/Arthur M. Blank      President, Chief Operating         Feb. 29, 1996
(Arthur M. Blank)       Officer and Director

/s/Ronald M. Brill      Chief Administrative Officer,      Feb. 29, 1996
(Ronald M. Brill)       Executive Vice President, 
                        Assistant Secretary and Director

/s/Marshall L. Day      Senior Vice President,             Feb. 29, 1996
(Marshall L. Day)       Chief Financial Officer
                        (Principal Financial and 
                        Accounting Officer)

                                      -5-
Signature                  Title                          Date

/s/Bernard Marcus*           Director                      Feb. 29, 1996
(Frank Borman)                                          

                             Director                             
(Johnnetta B. Cole)

/s/Bernard Marcus*           Director                      Feb. 29, 1996
(Berry R. Cox)

    
/s/Bernard Marcus*           Director                      Feb. 29, 1996
(Milledge A. Hart, III)

    
                             Executive Vice President             
(James W. Inglis)            and Director

                             Director                             
(Donald R. Keough)

    
                             Director                             
(Kenneth G. Langone)

    
/s/Bernard Marcus*           Director                      Feb. 29, 1996
(M. Faye Wilson)

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

                                    By: /s/Bernard Marcus            
                                        (Bernard Marcus, Attorney-in-fact)

                                      -6-
Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed on behalf of The Home Depot 
FutureBuilder by the undersigned, thereunto duly authorized, in the City of 
Atlanta, State of Georgia, on this 29th day of February, 1996.

                                          THE HOME DEPOT FUTUREBUILDER

                                          By: /s/Lawrence A. Smith
                                          (Lawrence A. Smith, Member,
                                          Administrative Committee)

                                      -7-
FORM S-8
                              REGISTRATION STATEMENT
                                     UNDER 
                            THE SECURITIES ACT OF 1933
_______________________________________________________________________________
                                INDEX TO EXHIBITS

Exhibit No.

 5    Opinion of Lawrence K. Menter
      
23.1  Consent of Lawrence K. Menter (included in Exhibit 5 above)

23.2  Consent of KPMG Peat Marwick LLP, Independent Certified Public 
      Accountants

24    Powers of Attorney from Directors