<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)

2727 Paces Ferry Road, Atlanta, GA                 30339-4089
(Address of Principal Executive Offices)           (Zip Code)

       THE HOME DEPOT, INC. EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)

                   _________________________

      MARSHALL L. DAY                                Copies requested to:
Senior Vice President and Chief Financial Officer  Lawrence K. Menter, Esq.
    The Home Depot, Inc.                              The Home Depot, Inc.
   2727 Paces Ferry Road                             2727 Paces Ferry Road
Atlanta, Georgia 30339-4089                         Atlanta, Georgia 30339-4089
       (770) 433-8211
(Name, address and telephone number of agent for service)

                   _________________________
<TABLE>
<CAPTION>
                CALCULATION OF REGISTRATION FEE


<S>                        <S>               <S>              <S>           <S>
                                                              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         $51.875          $257,812,500  $78,125


</TABLE>
 (*)  Estimated solely for the purpose of calculating theregistration fee based
 on the average of the high and low prices on November 22, 1996,  pursuant to
 Rule 457 (c) and (b) under the Securities Act of 1933, as amended.

<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 28, 1996, 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 28, 1996, July 28, 1996 and October
27, 1996; 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.

     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,  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.
                                
                              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 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:

     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

                               3

<PAGE>
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.


                               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 13th  day  of
November, 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        November 13, 1996
(Bernard Marcus)      Executive Officer and Secretary
                      Principal Executive Officer)


/s/Arthur  M.  Blank  President, Chief Operating Officer      November 13, 1996
(Arthur M. Blank)     and Director


/s/Ronald  M.  Brill  Chief  Administrative  Officer,         November 13, 1996
(Ronald M. Brill)     Executive Vice President, Assistant
                                   Secretary and Director


/s/Marshall L. Day    Senior Vice President,                  November 13, 1996
(Marshall L. Day)     Chief Financial Officer
                      (Principal Financial and Accounting Officer)
   
                                     5
<PAGE>   

   Signature                  Title                                Date

        *               Director                              November 13, 1996
(Frank Borman)


        *               Director                              November 13, 1996
(John L. Clendenin)


        *               Director                              November 13, 1996
(Johnnetta B. Cole)


        *               Director                              November 13, 1996
(Berry R. Cox)


        *               Director                              November 13, 1996
(Milledge A. Hart, III)


        *               Director                              November 13, 1996
(Donald R. Keough)


        *               Director                              November 13, 1996
(Kenneth G. Langone)


                        Director
(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>

                            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


                                   7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12543}]
{"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": "333-16695", "film-number": "96671541"}, "business-address": {"street1": "2727 PACES FERRY RD", "city": "ATLANTA", "state": "GA", "zip": "30339-4024", "phone": "770-433-82"}, "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)

2727 Paces Ferry Road, Atlanta, GA                 30339-4089
(Address of Principal Executive Offices)           (Zip Code)

       THE HOME DEPOT, INC. EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)

                   _________________________

      MARSHALL L. DAY                                Copies requested to:
Senior Vice President and Chief Financial Officer  Lawrence K. Menter, Esq.
    The Home Depot, Inc.                              The Home Depot, Inc.
   2727 Paces Ferry Road                             2727 Paces Ferry Road
Atlanta, Georgia 30339-4089                         Atlanta, Georgia 30339-4089
       (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         $51.875          $257,812,500  $78,125
(*)  Estimated solely for the purpose of calculating theregistration fee based
 on the average of the high and low prices on November 22, 1996,  pursuant to
 Rule 457 (c) and (b) under the Securities Act of 1933, as amended.
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 28, 1996, 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 28, 1996, July 28, 1996 and October
27, 1996; 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.

     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,  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.
                                
                              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 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:

     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

                               3
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.

                               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 13th  day  of
November, 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        November 13, 1996
(Bernard Marcus)      Executive Officer and Secretary
                      Principal Executive Officer)

/s/Arthur  M.  Blank  President, Chief Operating Officer      November 13, 1996
(Arthur M. Blank)     and Director

/s/Ronald  M.  Brill  Chief  Administrative  Officer,         November 13, 1996
(Ronald M. Brill)     Executive Vice President, Assistant
                                   Secretary and Director

/s/Marshall L. Day    Senior Vice President,                  November 13, 1996
(Marshall L. Day)     Chief Financial Officer
                      (Principal Financial and Accounting Officer)
   
                                     5
Signature                  Title                                Date

        *               Director                              November 13, 1996
(Frank Borman)

        *               Director                              November 13, 1996
(John L. Clendenin)

        *               Director                              November 13, 1996
(Johnnetta B. Cole)

        *               Director                              November 13, 1996
(Berry R. Cox)

        *               Director                              November 13, 1996
(Milledge A. Hart, III)

        *               Director                              November 13, 1996
(Donald R. Keough)

        *               Director                              November 13, 1996
(Kenneth G. Langone)

                        Director
(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
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

                                   7