<PAGE>

     As filed with the Securities and Exchange Commission on August 18, 1998
                                                     Registration No._______
                              
                              
                              
             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, INC.
              1997 OMNIBUS STOCK INCENTIVE PLAN
(successor to The Home Depot, Inc. 1991 Omnibus Stock Option Plan)
                   (Full title of the plan)
                              
                  _________________________

         ARTHUR M. BLANK                     Copies requested to:
President and Chief Executive Officer       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)      20,000,000     $41.375        $827,500,000  $244,112.50


     (*)  Estimated solely for the purpose of calculating the registration 
fee based on the average of the high and low prices on August 11, 1998, 
pursuant to Rule 457 (c) and (h) under the Securities Act of 1933, as amended.

<PAGE>
            STATEMENT UNDER GENERAL INSTRUCTION E
            REGISTRATION OF ADDITIONAL SECURITIES

      A  Registration Statement on Form S-8 (File  No.  333-
07105) was filed with the Securities and Exchange Commission
on  March  19, 1992 covering the registration of  11,789,623
shares  initially authorized for issuance  under  the  Plan.
The  total  number of shares authorized under the  Plan  was
increased  to 70,737,738 following the three-for-two,  four-
for-three,   three-for-two  and  two-for-one  stock   splits
effective  July 1, 1992; April 14, 1993; July  3,  1997  and
July 2, 1998, respectively.

     Pursuant to General Instruction E to Form S-8 under the
Securities  Act  of 1933, as amended, with  respect  to  the
registration of additional securities of the same  class  as
securities for which File No. 333-07105 relating to the same
employee  benefit  plan is effective, the Registrant  hereby
files  this Registration Statement to register an additional
20,000,000  shares authorized by the Plan.   The  Registrant
incorporates by this reference herein the contents  of  File
No.  333-07105 and hereby deems such contents to be  a  part
hereof,  except  as otherwise updated or  modified  by  this
Registration Statement.


                          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  February  1,  1998,  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 Report on Form 10-Q for
     the fiscal quarter ended May 3, 1998; 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
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.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     The class of securities offered is registered under
Section 12 of the 1934 Act.

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, Inc.  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.

      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 General 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 Registrant maintains officers'  and
directors'  liability  insurance  for  the  benefit  of  its
officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

<PAGE>

ITEM 8.  EXHIBITS.

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

     4    1997 Omnibus Stock Incentive Plan (incorporated by
          reference to the Registrant's Annual Report on Form 10-K  
          for the year ended February 1, 1998, as filed with the 
          Securities and Exchange Commission on April 23, 1998)

     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.

          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.
     
     (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  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.

<PAGE>
   
     (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.

<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 17th  day  of  August,
 1998.


                            THE HOME DEPOT, INC.


                            By:  /s/ Arthur M. Blank
                            (Arthur M. Blank, President and CEO)



     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         August 17, 1998
(Bernard Marcus)


/s/ Arthur M. Blank         President & CEO               August 17, 1998
(Arthur M. Blank)           and Director
                            (Principal Executive Officer)
   
   
        *                   Director                      August 17, 1998
(Frank Borman)


/s/ Ronald M. Brill         Executive Vice President,     August 17, 1998
(Ronald M. Brill)           Chief Administrative Officer
                            and Director


/s/ Dennis J. Carey         Executive  Vice  President,   August 17, 1998
(Dennis J. Carey)           Chief Financial Officer
                            (Principal Financial Officer)

<PAGE>

   Signature                   Title                         Date


        *                   Director                      August 17, 1998
(John L. Clendenin)


        *                   Director                      August 17, 1998
(Johnnetta B. Cole)


        *                   Director                      August 17, 1998
(Berry R. Cox)


/s/ Marshall L. Day         Senior Vice President -       August 17, 1998
(Marshall L. Day)           Finance and Accounting
                            (Principal Accounting Officer)


        *                   Director                      August 17, 1998
(Milledge A. Hart, III)


        *                   Director                      August 17, 1998
(Donald R. Keough)


        *                   Director                      August 17, 1998
(Kenneth G. Langone)


       *                    Senior Vice President -
(M.  Faye  Wilson)          Value Initiatives             August 17, 1998
                            and Director

*  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/ Arthur M. Blank
                                     (Arthur M. Blank, Attorney-in-fact)

<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": 14696}]
{"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": "333-61733", "film-number": "98693639"}, "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"}}
As filed with the Securities and Exchange Commission on August 18, 1998
                                                     Registration No._______
                              
                              
                              
             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, INC.
              1997 OMNIBUS STOCK INCENTIVE PLAN
(successor to The Home Depot, Inc. 1991 Omnibus Stock Option Plan)
                   (Full title of the plan)
                              
                  _________________________

         ARTHUR M. BLANK                     Copies requested to:
President and Chief Executive Officer       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)      20,000,000     $41.375        $827,500,000  $244,112.50

     (*)  Estimated solely for the purpose of calculating the registration 
fee based on the average of the high and low prices on August 11, 1998, 
pursuant to Rule 457 (c) and (h) under the Securities Act of 1933, as amended.
STATEMENT UNDER GENERAL INSTRUCTION E
            REGISTRATION OF ADDITIONAL SECURITIES

      A  Registration Statement on Form S-8 (File  No.  333-
07105) was filed with the Securities and Exchange Commission
on  March  19, 1992 covering the registration of  11,789,623
shares  initially authorized for issuance  under  the  Plan.
The  total  number of shares authorized under the  Plan  was
increased  to 70,737,738 following the three-for-two,  four-
for-three,   three-for-two  and  two-for-one  stock   splits
effective  July 1, 1992; April 14, 1993; July  3,  1997  and
July 2, 1998, respectively.

     Pursuant to General Instruction E to Form S-8 under the
Securities  Act  of 1933, as amended, with  respect  to  the
registration of additional securities of the same  class  as
securities for which File No. 333-07105 relating to the same
employee  benefit  plan is effective, the Registrant  hereby
files  this Registration Statement to register an additional
20,000,000  shares authorized by the Plan.   The  Registrant
incorporates by this reference herein the contents  of  File
No.  333-07105 and hereby deems such contents to be  a  part
hereof,  except  as otherwise updated or  modified  by  this
Registration Statement.

                          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  February  1,  1998,  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 Report on Form 10-Q for
     the fiscal quarter ended May 3, 1998; 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
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.

     The class of securities offered is registered under
Section 12 of the 1934 Act.

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, Inc.  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.

      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 General 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 Registrant 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:

     4    1997 Omnibus Stock Incentive Plan (incorporated by
          reference to the Registrant's Annual Report on Form 10-K  
          for the year ended February 1, 1998, as filed with the 
          Securities and Exchange Commission on April 23, 1998)

     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.

          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.
     
     (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  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.
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 17th  day  of  August,
 1998.

                            THE HOME DEPOT, INC.

                            By:  /s/ Arthur M. Blank
                            (Arthur M. Blank, President and CEO)

     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         August 17, 1998
(Bernard Marcus)

/s/ Arthur M. Blank         President & CEO               August 17, 1998
(Arthur M. Blank)           and Director
                            (Principal Executive Officer)
   
   
        *                   Director                      August 17, 1998
(Frank Borman)

/s/ Ronald M. Brill         Executive Vice President,     August 17, 1998
(Ronald M. Brill)           Chief Administrative Officer
                            and Director

/s/ Dennis J. Carey         Executive  Vice  President,   August 17, 1998
(Dennis J. Carey)           Chief Financial Officer
                            (Principal Financial Officer)
Signature                   Title                         Date

        *                   Director                      August 17, 1998
(John L. Clendenin)

        *                   Director                      August 17, 1998
(Johnnetta B. Cole)

        *                   Director                      August 17, 1998
(Berry R. Cox)

/s/ Marshall L. Day         Senior Vice President -       August 17, 1998
(Marshall L. Day)           Finance and Accounting
                            (Principal Accounting Officer)

        *                   Director                      August 17, 1998
(Milledge A. Hart, III)

        *                   Director                      August 17, 1998
(Donald R. Keough)

        *                   Director                      August 17, 1998
(Kenneth G. Langone)

       *                    Senior Vice President -
(M.  Faye  Wilson)          Value Initiatives             August 17, 1998
                            and Director

*  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/ Arthur M. Blank
                                     (Arthur M. Blank, Attorney-in-fact)
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