8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 18, 2005

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-8207	95-3261426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2455 Paces Ferry Road, N.W. Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED AUGUST 19, 2005

Item 1.01. Entry into a Material Definitive Agreement.

     On August 18, 2005, the Board of Directors of The Home Depot, Inc. (the “Company”), upon recommendation of the Leadership Development and Compensation Committee, modified the compensation of non-management directors. Changes to the cash retainer and committee retainer fees are effective August 18, 2005. All other changes are effective for the compensation year beginning with the 2006 Annual Meeting of Stockholders.

     The annual cash retainer was increased to $50,000. The annual stock retainer was increased to $230,000 payable in the form of deferred shares granted under the Company’s 2005 Omnibus Stock Incentive Plan. The annual award of options to purchase 9,000 shares of the Company’s common stock was eliminated. The Audit Committee chair retainer was increased to $15,000 and the chair retainer for all other committees was increased to $10,000. In all other respects, the compensation of non-management directors remains unchanged.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On August 19, 2005, in connection with organizational changes announced by the Company, and as more fully described in the Company’s press release attached hereto as Exhibit 99.1, Mr. Tom Taylor replaces Mr. John Costello as Executive Vice President – Merchandising and Marketing. The Company expects that it will enter into a separation agreement with Mr. Costello. Mr. Carl Liebert, age 40, the Company’s former Senior Vice President – Operations, replaces Mr. Taylor as Executive Vice President – Home Depot Stores. Mr. Liebert’s appointment is subject to no fixed term.

     Mr. Liebert has been with the Company for two years. Since June 2004, he has served as Senior Vice President – Operations and as Vice President – Operations from August 2003 to June 2004. From 2001 until 2003, Mr. Liebert served as Division President of Circuit City Stores, Inc.

     Mr. Liebert’s annual base salary will be $575,000, and he will also be entitled to participate in the Company’s Management Incentive Program, which provides an annual incentive target of up to 100% of his base salary, based on achieving established goals. Mr. Liebert will also be eligible to participate in the Company’s Long-Term Incentive Plan, which provides an incentive target of 75% of his base salary, based on a three-year performance period that begins annually. In connection with his appointment, the Leadership Development and Compensation Committee authorized the award to Mr. Liebert, effective at the next regularly scheduled meeting of the Committee, of a special grant of 40,000 non-qualified stock options exercisable in accordance with the 2005 Omnibus Stock Incentive Plan, of which 25% will become exercisable on each of the second through fifth anniversaries of the grant date and all of which will expire on the earlier to occur of the tenth anniversary of the grant date and a specified period after termination of employment.

     In addition to benefits available to all salaried associates of the Company, Mr. Liebert will receive additional benefits consisting of (i) a $250,000 death benefit only insurance policy; (ii) a benefit allowance of $25,000 in the Company’s Supplemental Executive Choice Program (providing for the purchase of additional insurance or the reimbursement of financial services or health care expenses); and (iii) continued participation in the Company’s leased car program.

     Upon termination of Mr. Liebert’s employment by the Company, Mr. Liebert is subject to confidentiality restrictions and non-compete and non-solicitation provisions during the 36-month period following the termination of his employment by the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release Dated August 19, 2005

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE HOME DEPOT, INC.
By:	/s/ Frank L. Fernandez
	Name:	Frank L. Fernandez
	Title:	Executive Vice President, Secretary and General Counsel

Date: August 19, 2005

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release Dated August 19, 2005

EX-99.1

Exhibit 99.1

THE HOME DEPOT ANNOUNCES ORGANIZATIONAL CHANGES

ATLANTA, Aug. 19, 2005 — The Home Depot®, the world’s largest home improvement retailer, announced today several organizational changes designed to enhance, extend and expand its business.

     Tom Taylor, a 22-year associate, has been named EVP – Merchandising and Marketing. Taylor, 39, who is currently EVP – Home Depot Stores, will replace John Costello, 58, who has decided to leave The Home Depot to pursue other business opportunities.

     “Tom Taylor brings decades of company and retail experience to his new role. He has touched virtually every part of our company and has in-depth knowledge of our stores, products, associates, suppliers and customers. Tom has served in numerous leadership roles that have directly influenced our merchandising and marketing efforts,” said Bob Nardelli, chairman, president and CEO of The Home Depot.

     He also added, “I want to personally thank John for his many contributions to The Home Depot. Under his leadership, we entered exciting new categories and launched a record number of award-winning products. Our advertising and marketing programs are stronger than ever thanks to his efforts.”

     In addition, Carl Liebert, 40, SVP – Operations, has been promoted to EVP – Home Depot Stores. In this position, Liebert will oversee all U.S. and Mexico stores and their operations. Liebert joined the company in 2003 and will continue to report to Nardelli.

     Joe DeAngelo, 44, President – The Home Depot Supply, has been promoted to EVP. DeAngelo joined the company in 2004 and will continue to report to Nardelli.

     Marvin Ellison, 40, VP – Logistics, has been promoted to SVP – Logistics. Ellison joined the company in 2002 and will report to Taylor.

     Finally, Bill Patterson, 59, President – The Home Depot Asia, is retiring and will return to the U.S. to address some pressing family issues. Chuck Elias, 40, VP – Operations in China, will serve as acting head of The Home Depot Asia until a permanent replacement is named for Patterson.

     Founded in 1978, The Home Depot is the world’s largest home improvement specialty retailer and the second largest retailer in the United States, with fiscal 2004 sales of $73.1 billion. The company employs approximately 325,000 associates and has 1,940 stores in 50 states, the District of Columbia, Puerto Rico, 10 Canadian provinces and Mexico. The company has announced plans for retail expansion into China. The Home Depot has been recognized by Fortune as the No. 1 Most Admired Specialty Retailer for 2005. Its stock is traded on the New York Stock Exchange (NYSE:HD) and is included in the Dow Jones Industrial Average and Standard & Poor’s 500 Index.

###

For more information, contact:

Financial Community	News Media
Diane Dayhoff	Jerry Shields
Vice President of Investor Relations	Senior Public Relations Manager
(770) 384-2666	(770) 384-2741
diane_dayhoff@homedepot.com	jerry_shields@homedepot.com

Certain statements contained herein, including those regarding net sales growth, increases in comparable store sales, impact of cannibalization, commodity price inflation and deflation, implementation of store initiatives, net earnings performance, including depreciation expense and stock-based compensation expense, store openings and closures, capital allocation and expenditures, the effect of adopting certain accounting standards, strategic direction and the demand for our products and services, constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on currently available information and are based on our current expectations and projections about future events. These statements are subject to risks and uncertainties that could cause actual results to differ materially from our historical experience and expectations. These risks and uncertainties include, but are not limited to: economic conditions in North America; changes in our cost structure; the availability of sourcing channels consistent with our strategy of differentiation; conditions affecting new store development; conditions affecting customer transactions and average ticket, including, but not limited to, weather conditions; the success of our technology initiatives in improving operations and customers’ in-store experience; our ability to identify and respond to evolving trends in demographics and consumer preferences; the relative success of our expansion strategy, including our ability to integrate acquisitions and create appropriate distribution channels for key sales platforms; our ability to attract, train and retain highly-qualified associates; the impact of new accounting standards; and the impact of competition, decisions by management related to possible asset impairments, regulation and litigation matters. Undue reliance should not be placed on such forward-looking statements as they speak only as of the date made. Additional information regarding these and other risks and uncertainties is contained in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended January 30, 2005.