By-Laws - The Home Depot Inc.


                       THE HOME DEPOT, INC.

                   BY-LAWS (AMENDED AND RESTATED)

                            ARTICLE I.

                     MEETINGS OF STOCKHOLDERS

          SECTION 1.   The annual meeting of the stockholders of the
Corporation shall be held on the first Tuesday in the month of May in each
year, at the hour of 10 o'clock A.M., or at such other time on such other day
within the months of April, May or June as shall be fixed by the Board of
Directors, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.  If the day fixed for the
annual meeting shall be a legal holiday in the state in which the meeting is
to be held, such meeting shall be a legal holiday in the state in which the
meeting is to be held, such meeting shall be held on the next succeeding
business day.  If the election of directors shall not be held on the day
designated herein or determined in the manner provided herein for any annual
meeting of the stockholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as conveniently may be.

          SECTION 2.   Special meetings of the stockholders may be called at
any time by the Chairman of the Board, the President or the Board of
Directors.

          SECTION 3.   Written notice of the time and place of every annual
or special meeting of the stockholders shall be given at least ten but not
more than sixty days previous to such meetings by personal delivery to the
stockholder of a copy of such notice or by mailing a copy of such notice
addressed to the stockholder at his post office address as the same shall
appear on the record of stockholders of the Corporation or, if he shall have
filed with the Secretary of the Corporation a written request that notices to
him be mailed to him at some other address, then addressed to him at such
other address; provided, however, that notice of any meeting to take action on
a proposed merger or consolidation of the Corporation or on a proposed sale of
all or substantially all of the assets of the Corporation shall be given at
least twenty but not more than sixty days prior to such meeting.  Notice of a
special meeting of the stockholders shall also state the purpose or purposes
for which the meeting is called.   Each notice of a special meeting of
stockholders shall indicate that it has been issued by or at the direction of
the person or persons calling the meeting.  Notice shall be deemed given when
deposited, postage prepaid, in a United States post office or official
depository.  A written waiver of notice signed by the stockholder entitled to
notice, whether before or after the time stated therein, shall be deemed 
equivalent to notice. Attendance of a stockholder at a meeting shall constitute 
a waiver of notice of such meeting, except when the stockholder attends a 
meeting for the express purpose of objecting, at the beginning of the meeting, 
to the transaction of any business because the meeting is not lawfully called 
or convened.  Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders need be specified in any 
written waiver of notice.

          SECTION 4.   Every annual meeting of the stockholders shall be held 
at such place within or without the State of Delaware as may be determined by 
the Board of Directors and stated in the notice of any such meeting, and every 
special meeting shall be held at such place within or without the State of 
Delaware as may be stated in the notice of such special meeting.

          SECTION 5.   No business shall be transacted at any special meeting 
of the stockholders except that business which related to the purpose or 
purposes set forth in the notice of the meeting.

          SECTION 6.   At each meeting of the stockholders there shall be 
present, either in person or by proxy, the holders of a majority of the shares 
of the Corporation entitled to vote thereat in order to constitute a quorum.  
Any meeting of the stockholders at which a quorum is not present may be 
adjourned from time to time to some other time without any new notice other 
than an announcement at the meeting by the votes cast in person or by proxy 
of the holders of a majority of those shares which are cast on a motion to 
adjourn, provided, however, that if any adjournment is for more than thirty 
days, notice of the adjourned meeting shall be given to each stockholder of 
record entitled to vote at the meeting.

          SECTION 7.   At all meetings of the stockholders, all questions 
except as otherwise required by the laws of the State of Delaware shall be 
determined by a majority of the votes cast at the meeting of the holders of 
shares entitled to vote thereon.  Upon all questions, every stockholder of 
record shall be entitled at every meeting of stockholders to one vote for
every share of common stock standing in his name on the books of the 
Corporation and qualified to vote.  Holders of shares of $50 Series A 
Preferred Stock and $50 Series B Preferred Stock all have not right to vote 
such shares at any meeting of stockholders and shall have no voice in the 
management of the Corporation.

          SECTION 8.   At all meetings of the stockholders, absent stockholders 
entitled to vote thereat may vote by a proxy executed in writing by such 
stockholder or by the attorney-in-fact thereof.  No proxy shall be valid 
after the expiration of three years from the date thereof unless otherwise 
provided in the proxy.  Every proxy shall be revocable at the pleasure of the 
person executing it except as otherwise provided by the laws of the State of
Delaware.

          SECTION 9.   Any action required to be taken or which may be taken at 
a meeting of the stockholders may be taken without a meeting, without prior 
notice and without a vote if consent in writing, setting forth the action so 
taken, shall be signed by the holders of stock having not less than the 
minimum number of votes necessary to take such action at a meeting
at which all shares entitled to vote thereon were present and voted.  Prompt 
notice of the taking of the corporate actions without a meeting by less than 
unanimous written consent shall be given to those stockholders who have not 
consented in writing.

                           ARTICLE II.

                            DIRECTORS

          SECTION 1.   The business and affairs of the Corporation shall be 
managed by and under the direction of the Board of Directors.  Except as 
otherwise provided by law and except as hereinafter otherwise provided for 
filling vacancies, the directors of the Corporation shall be elected by the 
stockholders entitled to vote at the annual meeting of the stockholders, to 
hold office until the expiration of the term for which he is elected and until
his successor has been elected and qualified or until his earlier resignation 
or removal.

          SECTION 2.   An annual meeting of the Board of Directors shall be 
held after each annual election of directors.  If such election occurs at an 
annual meeting of stockholders, the annual meeting of the Board of Directors 
shall take place as soon after such written consent is duly filed with the 
Corporation as is practicable.

          SECTION 3.   Special meetings of the Board of Directors shall be 
called at any time by the Secretary at the direction of the Chairman of the 
Board, the President or a majority of the directors.

          SECTION 4.   Written notice of each special meeting of the Board of 
Directors shall be given to each member thereof specifying the time and place 
of the meeting.  Notice shall be given by first class mail, telegram, 
radiogram, telex or personal service.  At least forty-eight hours' notice 
must be given by telegram, radiogram, telex or personal service when
less than six days' notice is given.  If notice to a director is given by mail, 
the notice shall be directed to him at the address designated by him for the 
purpose, or, if none is designated, at his last known address, and shall be 
deemed given when deposited, postage prepaid, in a post office or official 
depository of any nation.  If notice to a director is given by telegram, 
radiogram or telex, it shall be directed to his last known address and, in the
case of notice by telegram or radiogram, shall be deemed given when received 
by the communications carrier.  Notice by telex shall be deemed given when 
transmitted.  A written waiver of notice signed by the director entitled to 
notice, whether before or after the time stated therein, shall be deemed 
equivalent to notice.  Attendance of a director at a meeting shall constitute 
a waiver of notice of such meeting, except when the director attends a
meeting for the express purpose of objecting, at the beginning of the meeting, 
to the transaction of any business because the meeting is not lawfully called 
or convened.  Neither the business to be transacted at, nor the purpose of, 
any regular or special meeting of the directors need be specified in any 
written waiver of notice.


          SECTION 5.   Except for meeting held after an annual meeting of 
stockholders, meetings of the Board of Directors shall be held at such place 
as may be specified in the notice thereof, or, if no place is specified in 
the notice, at such other place or places as the Board of Directors may from 
time to time fix thereof.


          SECTION 6.   Members of the Board of Directors may participate in a 
meeting of the Board by means of conference telephone or similar communications 
equipment by means of which all person participating in the meeting can hear 
each other.  Participation in a meeting pursuant to this section shall 
constitute presence in person at such meeting.

          SECTION 7.   A majority of the total number of directors shall be 
necessary to constitute a quorum for the transaction of business and the act of 
the majority of the directors present at a meeting at which a quorum is present 
shall be the act of the Board of Directors.  Any regular or special meeting of 
the Board at which a quorum is not present may be adjourned from time to time 
to some other place or time or both by a majority of the directors present 
without any new notice other than an announcement at the meeting.

          SECTION 8.   The Board of Directors may, by resolution passed by a 
majority of the whole Board, designate one or more committees, each committee 
to consist of one or more of the directors of the Corporation.  The board may 
designate one or more directors as alternate members of any committee, who may 
replace any absent or disqualified member at any meeting of the committee.  
Any such committee, to the extent provided in the resolution of the Board of 
Directors and to the extent permitted by law, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the 
business and affairs of the Corporation, and may authorize the seal of the 
Corporation to be affixed to all papers which may require it; but no such 
committee shall have the power or authority to (i) amend the certificate of 
incorporation, (ii) adopt an agreement of merger or consolidation,
(iii) recommend to the stockholders the sale, lease or exchange of all or 
substantially all of the Corporation's property and assets, (iv) recommend to 
the stockholders a dissolution of the Corporation or a revocation of a 
dissolution, or (v) amend the by-laws of the Corporation.  Such committee or 
committees shall have such name or names as may be determined from time to 
time by resolution adopted by the Board.

          SECTION 9.   Any action required or permitted to be taken at any 
meeting of the Board of Directors may be taken without a meeting if all members 
of the Board consent thereto in writing and the writing is filed with the 
minutes of proceedings of the Board.

          SECTION 10.   The Board of Directors of the Corporation shall consist 
of not less than three nor more than fifteen members, the exact number of 
Directors to be determined from time to time by resolution adopted by 
affirmative vote of a majority of the entire Board of Directors.

          SECTION 11.   Directors may receive compensation for services to the 
Corporation in their capacities as directors or otherwise in such manner and in 
such amounts as may be fixed from time to time by resolution of the Board of 
Directors.



                           ARTICLE III.

                             OFFICERS

          SECTION 1.   The Board of Directors, at the annual meeting thereof, 
shall appoint a Chairman of the Board, a President, a Treasurer, and a 
Secretary.  The Board may at any time appoint one or more Vice Presidents, 
Assistant Treasurers and Assistant Secretaries. Each such officer shall 
serve from time of his appointment until a successor shall be chosen
and qualified or until his earlier resignation or removal.  The compensation of 
the officers shall be fixed by the Board.

          SECTION 2.   The Chairman of the Board shall preside at all 
meetings of stockholders and of the Board of Directors.  He shall be the chief 
executive officer and head of the Corporation and, subject to the Board of 
Directors, shall have the general control and management of the business and 
affairs of the Corporation.  He shall vote any shares of stock or other 
voting securities owned by the Corporation.  In general, he shall perform all
duties incident to the office of the Chairman of the Board and such other 
duties as may from time to time be assigned to him by the Board.

          SECTION 3.   The President shall be the Chief operating officer of 
the Corporation and, subject to the Board of Directors and the Chairman of the 
Board, shall have control of the operational aspects of the business and 
affairs of the Corporation.  He shall see that all orders of the Chairman of 
the Board are carried into effect, and shall perform all other duties
necessary to his office or properly required of him by the Board or the 
Chairman of the Board.

          SECTION 4.   During the absence or disability of the President, or 
during a vacancy in the office of President, the Vice President with the 
greatest seniority shall perform the duties and have the powers of the 
President.

          SECTION 5.   The Secretary shall have custody of the seal of the 
Corporation.  He shall keep the minutes of the Board of Directors, and of the 
stockholders, and shall attend to the giving and serving of all notices of the 
Corporation.  He shall have charge of the certificate book and such other 
books and papers as the Board may direct; and he shall perform such other 
duties as may be incidental to his office or as may be assigned to him by
the Board of Directors.  He shall also keep or cause to be kept a stock book, 
containing the names, alphabetically arranged, of all persons who are 
stockholders of the Corporation showing their respective addresses, the number 
of shares registered in the name of each, and the dates when they respectively 
became the owners of record thereof, and such books shall be open for 
inspection as prescribed by the laws of the States of Delaware.  During the
absence or disability of the Secretary, or during a vacancy in the office of 
Secretary, the Assistant Secretary with the greatest seniority shall perform 
the duties and have the powers of the Secretary.


          SECTION 6.   The Treasurer shall have the care and custody of the 
funds and securities of the Corporation and shall deposit the same in the name 
of the Corporation in such banks or banks as the Board of Directors may 
determine.  The Treasurer shall also have the care and custody of the 
Corporation's books of account and he shall be responsible for the general 
and cost accounting functions of the Corporation.  During the absence or
disability of the Treasurer, or during a vacancy in the office of Treasurer, 
the Assistant Treasurer with the greatest seniority shall perform the duties 
and have the powers of the Treasurer.

                           ARTICLE IV.

              RESIGNATIONS, REMOVALS, VACANCIES AND

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 1.   Any director or officer may resign his office at any 
time, such resignation to be made in writing and to take effect from the time 
of its receipt by the Corporation, unless some future time be fixed in the 
resignation and in that case from that time.  The acceptance of a 
resignation shall not be required to make it effective.  Nothing
herein shall be deemed to affect any contractual rights of the Corporation.

          SECTION 2.   Any officer may be removed with or without cause at any 
time by the Board of Directors.  Any employee of the Corporation may be removed 
at any time by the Board of Directors or by an officer.  The removal of an 
officer or employee without cause shall be without prejudice to his contractual 
rights, if any.  The election or appointment of an officer or employee shall 
not of itself create contractual rights.  Any director or the entire
Board may be removed, with or without cause, by the holders of a majority of 
the shares then entitled to vote at an election of directors.

          SECTION 3.   Any vacancy or newly created directorship on the Board 
of Directors may be filled by a majority vote of the Directors then in office, 
or by majority vote of the stockholders.

          SECTION 4.   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, to the fullest extent
and in the manner permitted by the laws of the State of Delaware then in 
effect.




                            ARTICLE V.

                           COMMON STOCK

        SECTION 1.   Certificates for shares of the common stock of the 
Corporation shall be numbered and registered on the books of the Corporation in 
the order in which they shall be issued and shall be signed by the Chairman 
of the Board, the President or a Vice President, and the Secretary or an 
Assistant Secretary, or the Treasurer or an Assistant Treasurer and
sealed with the seal of the Corporation.

          SECTION 2.   Transfers of shares shall be made upon the books of the 
Corporation (i) only by the holder thereof in person or by power of attorney 
duly executed and filed with the Corporation, (ii) in accordance with the 
Shareholders Agreement, and (iii) upon the surrender to the Corporation of the 
certificate or certificates for such shares.

                            ARTICLE VI

                         PREFERRED STOCK

          SECTION 1.   Certificates for shares of the $50 Series A Preferred 
Stock and the $50 Series B Preferred Stock of the Corporation shall be numbered 
and registered on the books of the Corporation in the order in which they shall 
be issued and shall be signed by the Chairman of the Board or the President or 
a Vice President, and the Secretary or an Assistant Secretary, or the Treasurer 
or an Assistant Treasurer and sealed with the seal of the Corporation.

          SECTION 2.   In accordance with the terms under which such preferred 
shares were issued, all of the shares of the $50 Series A Preferred Stock of 
the Corporation shall be deemed by the Corporation at its election expressed by 
resolution of the Board of Directors but no later than six (6) calendar 
months following the close of any fiscal year at which the Net Worth of the 
Corporation and any subsidiaries thereof, computed in accordance with
generally accepted accounting principles consistently applied on a consolidated 
basis, shall be equal to or exceed Ten Million Dollars ($10,000,000.00), and 
subject to there being sufficient surplus to repurchase all of the Common 
Shares which the Corporation is obligated to repurchase pursuant to the 
Shareholders' Agreement.

          SECTION 3.   In accordance with the terms under which such preferred 
shares were issued, the shares of the $50 Series B Preferred Stock of the 
Corporation shall be redeemed by the Corporation at the election of the 
holder of such shares; provided, however, that such election may not be 
exercised at any time prior to the redemption of the Series A Preferred
Stock.





                           ARTICLE VII.

                     CHECKS, DRAFTS AND NOTES

     The Chairman of the Board or the President or any officers designated by 
Resolution of the Board of Directors shall sign all checks and drafts necessary 
to be drawn and may accept any drafts drawn upon the Corporation in due course 
of business.  No check or draft shall be endorsed by the Corporation and no 
promissory note, bond, debenture or other evidence of indebtedness shall be 
made, signed, issued or endorsed by the Corporation unless signed by
the Chairman or the President or any officer designated under powers given by a 
resolution of the Board except that any officer may endorse for collection or 
deposit only, expressly stating the purpose of such endorsements, checks, 
drafts and promissory notes to the order of the Corporation.


                          ARTICLE VIII.

                               SEAL

          The seal of the Corporation shall be in the custody of the 
Secretary.  It shall be circular in form and shall have engraved upon it the 
name of the Corporation arranged in a circle and the words and figures 
'Incorporated 1978 Delaware' across the center of the space enclosed.

                            ARTICLE IX

        BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

          The Corporation shall not be subject to the provisions of Section 203 
of the General Corporation Law of the State of Delaware (Business Combination 
with Interested Stockholders).  This Article IX shall not be amended only by 
the affirmative vote of a majority of the Corporation's stockholders entitled 
to vote on such matter.





Amended and Restated-2/22/96