HOME DEPOT INC (Form: S-8, Received: 03/01/1996 00:00:00)

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


EXHIBITS 5 AND 23.1


THE HOME DEPOT
2455 Paces Ferry Road, N.W.
Atlanta, GA 30339-4024

February 29, 1996

Board of Directors
The Home Depot, Inc.
2455 Paces Ferry Road
Atlanta, Georgia 30339

Re: The Home Depot, Inc., Registration Statement on Form S-8 for FutureBuilder Plan, No. 33-

Ladies and Gentlemen:

In connection with the registration of 5,000,000 shares of the Common Stock, par value $.05 and interests (the "Securities") of The Home Depot, Inc., (the "Company') issuable under the Company's FutureBuilder Plan, I have examined the following:

1. A copy of Registration Statement No. 33- to be filed with the Securities and Exchange Commission on or about February 29, 1996, and the Exhibits to be filed with and as a part of said Registration Statement;

2. A copy of the Restated Certificate of Incorporation of the Company, as amended, as referred to in said Registration Statement;

3. A copy of the By-Laws of the Company, as amended, as referred to in said Registration Statement; and

4. Copies of the minutes of meetings of the Board of Directors of the Company or committees thereof, deemed by me to be relevant to this opinion.

Further, in connection with this matter, I have reviewed certain of the Company's proceedings with respect to the authorization of the issuance of such Securities and with respect to the filing of said Registration Statement.


Board of Directors
February 29, 1996

Page 2

Based on the foregoing, it is my opinion that:

a. the Company is a corporation in good standing, duly organized and validly existing under the laws of the State of Delaware;

b. the necessary corporate proceedings and actions legally required for the registration of the Securities have been held and taken;

c. the issuance and sale of the Securities has been duly and validly authorized; and

d. the shares of Common Stock of the Company, when issued, will be fully paid, non-assessable and free of preemptive rights.

I consent to the filing of this opinion as an Exhibit to the aforementioned Registration Statement on Form S-8. In giving this, I do not thereby admit I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/Lawrence K. Menter
Lawrence K. Menter
Senior Corporate Counsel & Assistant Secretary


EXHIBIT 23.2


ACCOUNTANT'S CONSENT

The Board of Directors of
The Home Depot, Inc.

We consent to the use of our report incorporated herein by reference.

                                               /s/ KMPG PEAT MARWICK LLP
                                               KPMG PEAT MARWICK LLP



Atlanta, Georgia
February 26, 1996


EXHIBIT 24


POWER OF ATTORNEY

The undersigned, a director of The Home Depot, Inc., a Delaware corporation (the "Company"), hereby appoints Bernard Marcus and Ronald M. Brill, jointly and severally, the true and lawful attorneys of the undersigned, each with the full power of substitution and resolution, to execute in his or her name, place and stead in his or her capacity as an officer and/or director of the Company, a Registration Statement under the Securities Act of 1933, on Form S-8 relating to shares of the Company's Common Stock, $.05 par value, and interests to be offered or sold pursuant to The Home Depot FutureBuilder, any amendments to such Registration Statement (including post-effective amendments) and all instruments necessary or incidental in connection herewith, and to file or cause to be filed such Registration Statement, amendments, and other instruments with the Securities and Exchange Commission. Said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of February, 1996.

/s/Frank Borman

Frank Borman
(Print name)

ACKNOWLEDGMENT

BEFORE me, this 26th day of February, 1996, came Frank Borman, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his or her true act and deed.

/s/Patricia M. Frietze
Notary Public

State of New Mexico

My Commission Expires:

11-22            , 1999


POWER OF ATTORNEY

The undersigned, a director of The Home Depot, Inc., a Delaware corporation (the "Company"), hereby appoints Bernard Marcus and Ronald M. Brill, jointly and severally, the true and lawful attorneys of the undersigned, each with the full power of substitution and resolution, to execute in his or her name, place and stead in his or her capacity as an officer and/or director of the Company, a Registration Statement under the Securities Act of 1933, on Form S-8 relating to shares of the Company's Common Stock, $.05 par value, and interests to be offered or sold pursuant to The Home Depot FutureBuilder, any amendments to such Registration Statement (including post-effective amendments) and all instruments necessary or incidental in connection herewith, and to file or cause to be filed such Registration Statement, amendments, and other instruments with the Securities and Exchange Commission. Said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of February, 1996.

/s/Berry R. Cox

Berry R. Cox
(Print name)

ACKNOWLEDGMENT

BEFORE me, this 26th day of February, 1996, came Berry R. Cox, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his or her true act and deed.

/s/Cindy Lou Wolf
Notary Public

State of Texas

My Commission Expires:

8/24            , 1996


POWER OF ATTORNEY

The undersigned, a director of The Home Depot, Inc., a Delaware corporation (the "Company"), hereby appoints Bernard Marcus and Ronald M. Brill, jointly and severally, the true and lawful attorneys of the undersigned, each with the full power of substitution and resolution, to execute in his or her name, place and stead in his or her capacity as an officer and/or director of the Company, a Registration Statement under the Securities Act of 1933, on Form S-8 relating to shares of the Company's Common Stock, $.05 par value, and interests to be offered or sold pursuant to The Home Depot FutureBuilder, any amendments to such Registration Statement (including post-effective amendments) and all instruments necessary or incidental in connection herewith, and to file or cause to be filed such Registration Statement, amendments, and other instruments with the Securities and Exchange Commission. Said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of February, 1996.

/s/Milledge A. Hart, III

Milledge A. Hart, III
(Print name)

ACKNOWLEDGMENT

BEFORE me, this 26th day of February, 1996, came Milledge A. Hart, III, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his or her true act and deed.

/s/Kathie Presus
Notary Public

State of Texas

My Commission Expires:

2-7     , 2000


POWER OF ATTORNEY

The undersigned, a director of The Home Depot, Inc., a Delaware corporation (the "Company"), hereby appoints Bernard Marcus and Ronald M. Brill, jointly and severally, the true and lawful attorneys of the undersigned, each with the full power of substitution and resolution, to execute in his or her name, place and stead in his or her capacity as an officer and/or director of the Company, a Registration Statement under the Securities Act of 1933, on Form S-8 relating to shares of the Company's Common Stock, $.05 par value, and interests to be offered or sold pursuant to The Home Depot FutureBuilder, any amendments to such Registration Statement (including post-effective amendments) and all instruments necessary or incidental in connection herewith, and to file or cause to be filed such Registration Statement, amendments, and other instruments with the Securities and Exchange Commission. Said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of February, 1996.

/s/M. Faye Wilson

M. Faye Wilson
(Print Name)

ACKNOWLEDGMENT

BEFORE me, this 26th day of February, 1996, came M. Faye Wilson, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his or her true act and deed.

/s/Carla D. Barlow
Notary Public

State of California

My Commission Expires:

June 5, 1998


SEC Filings provided by EDGAR Online, Inc.