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): February 5, 2007

THE HOME DEPOT, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-8207
(Commission File Number) 95-3261426
(IRS Employer
Identification No.)

2455 Paces Ferry Road, N.W. Atlanta, Georgia 30339
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (770) 433-8211

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:

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 240.13e-4(c))

TABLE OF CONTENTS

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	3
Item 9.01	Financial Statements and Exhibits	3
SIGNATURE		4
EXHIBIT INDEX		5
EX-99.1	Letter agreement between the Company and Relational effective as of February 5, 2007.
EX-99.2	Press Release dated February 5, 2007.

Item 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On February 5, 2007, The Home Depot, Inc. (the “Company”) and Relational Investors, LLC (“Relational”), entered into a Letter Agreement pursuant to which David H. Batchelder, a principal of Relational, will be elected to the Company’s Board of Directors on February 22, 2007. Mr. Batchelder will also be appointed to the Leadership Development and Compensation Committee and to the Audit Committee.

     Relational and the Company have agreed that for the next three years, so long as Relational continues as a significant shareholder of the Company, the Board will nominate and support Mr. Batchelder for election as a director or, if he is not available to serve, another person recommended by Relational, and Relational will support each slate of directors nominated by the Board. Relational will not support or participate in any “withhold the vote” or similar campaign, Relational will not nominate any candidates for election to the Board, and Relational will not make any proposals or conduct any proxy solicitations. There is no agreement with respect to what position Mr. Batchelder or Relational will take on any other matters, or how he or it will vote on any other matters.

     Relational has agreed to withdraw its previously submitted proposal and notices with respect to the 2007 Annual Meeting of Shareholders, which proposal and notices are described in proxy materials filed by the Company on December 18, 2006.

     The Company also reiterated that the retirement age for directors Kenneth G. Langone, Milledge A. Hart, III, John L. Clendenin, and Claudio X. González will not be extended beyond the 2008 Annual Meeting of Shareholders. In identifying successors for these four directors, the Board will seek input from the Company’s shareholders.

     A copy of the letter agreement is attached as Exhibit 99.1 hereto.

     Mr. Batchelder upon election to the Board will be eligible to participate in the non-management director compensation arrangements described in the Company’s 2006 proxy statement and Form 8-K filed on August 19, 2005.

     In connection with the foregoing, the Company issued a press release which is attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

          99.1          Letter agreement between the Company and Relational effective as of February 5, 2007.

          99.2          Press Release dated February 5, 2007.

3

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 thereunto duly authorized.

Date: February 6, 2007

THE HOME DEPOT, INC.
By:	/s/ James C. Snyder, Jr.
	Name:	James C. Snyder, Jr.
	Title:	Vice President, Secretary and Acting General Counsel

4

EXHIBIT INDEX

Exhibit

99.1	Letter agreement between the Company and Relational effective as of February 5, 2007.
99.2	Press Release dated February 5, 2007.

5

EX-99.1

Exhibit 99.1

THE HOME DEPOT, INC.
2455 Paces Ferry Road
Atlanta, Georgia 30339

February 5, 2007

Mr. David H. Batchelder
Mr. Ralph V. Whitworth
Relational Investors, L.L.C.
12400 High Bluff Drive, Suite 600
San Diego, California 92130

Dear Messrs. Batchelder and Whitworth:

     The following sets forth the agreement between Relational Investors, L.L.C. and its affiliates (“Relational”) and The Home Depot, Inc. (the “Company”):

1.	David H. Batchelder will be appointed to the Board of the Company effective February 22, 2007, and nominated for election to the Board of the Company at its 2007 shareholder meeting, and the Board will recommend and support Mr. Batchelder’s election to the Board of the Company. Mr. Batchelder will be appointed to the Leadership Development and Compensation Committee and the Audit Committee. The Company will provide Relational with the opportunity to review and comment on the Company’s preliminary and definitive proxy materials for the 2007 meeting.
2.	For the next three years (including the 2009 shareholder meeting), so long as Relational continues as a significant shareholder of the Company, the Board will nominate and support Mr. Batchelder (or, if he is not available to serve, another person recommended by Relational) for election to the Board and appointment to the committees referenced in the paragraph 1. above, and Relational will support each slate of directors nominated by the Board (and will not support or participate in any “withhold the vote” or similar campaign), Relational will not propose any candidates for election to the Board (other than to the Nominating and Corporate Governance Committee), and Relational will not propose any proxy resolutions or conduct any proxy solicitations. Relational withdraws its previously submitted proposal and notices with respect to the 2007 meeting.
3.	The retirement age for directors Kenneth G. Langone, Milledge A. Hart, III, John L. Clendenin, and Claudio X. González will not be extended beyond the 2008 Annual

Meeting.

4.	This agreement was approved by the Board of the Company.
5.	The Company shall issue a mutually agreed upon press release within 24 hours of this letter having been executed by Relational and the Company. Besides announcing this agreement, the press release will indicate that the Board intends to seek input from the Company’s shareholders as part of its process for identifying nominees to replace Messrs. Langone, Hart, Clendenin, and González.

If you are in agreement please sign below.

Very truly yours, THE HOME DEPOT, INC.
	/s/ Francis S. Blake
	Francis S. Blake
	Chairman and Chief Executive Officer

Accepted and agreed as of the date set forth above.

RELATIONAL INVESTORS, LLC

By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth
	Managing Member

By:	/s/ David H. Batchelder
	David H. Batchelder
	Managing Member

EX-99.2

Exhibit 99.2

THE HOME DEPOT AND RELATIONAL INVESTORS REACH AGREEMENT;
DAVID H. BATCHELDER TO JOIN THE HOME DEPOT BOARD

     ATLANTA, February 5, 2007 — The Home Depot^® and Relational Investors, LLC announced today that they have reached an agreement on corporate governance matters. As part of the agreement, David H. Batchelder, a principal of Relational, will join The Home Depot board of directors on February 22, 2007, and Relational has agreed to drop its proxy contest. Batchelder also will be appointed to the Leadership Development and Compensation Committee and to the Audit Committee.

     In announcing the agreement, Ralph Whitworth, Principal of Relational and Frank Blake, chairman and CEO of The Home Depot, said, “We are very pleased to have reached this understanding, which will give The Home Depot the benefit of Relational’s strategic business advice without a costly and distracting proxy solicitation by Relational.”

     Relational and the Company have agreed that for the next three years, so long as Relational continues as a significant shareholder of the Company, the Board will nominate and support Batchelder or, if he is not available to serve, another person recommended by Relational, as a director, and Relational will support each slate of directors nominated by the Board. Relational will not support or participate in any “withhold the vote” or similar campaign; Relational will not nominate any candidates for election to the Board; and Relational will not submit proxy resolutions or conduct any proxy solicitations. There is no agreement with respect to what position Batchelder or Relational will take on any other matters, or how he or it will vote on any other matters.

     “We have been actively listening to our shareholders and look forward to continuing the dialogue,” said Blake. “The Board has taken action, and we welcome David’s strategic input in our endeavors to move this company forward to the benefit of all our associates, customers and shareholders.”

     Today’s agreement follows actions taken by Relational in December 2006 to solicit proxies for a resolution to be brought before The Home Depot’s annual meeting seeking an independent committee to evaluate strategy and to elect nominees of Relational to the Home Depot Board, and subsequent discussions between Blake and a committee of the Company’s directors and Batchelder and Whitworth of Relational. Under the agreement, Relational has withdrawn its resolution and will not solicit proxies at this year’s annual meeting.

     “We commend the Board for demonstrating accountability and responsibility in responding to, and collaborating with, shareholders like Relational,” said Batchelder. “We are encouraged by actions already initiated by Frank Blake and the Board such as store reinvestment and corporate governance improvements. We look forward to working together to further strengthen the business and deliver strong returns to all shareholders.”

     Under the Agreement, the Company reiterated its commitment that the retirement age for directors Kenneth G. Langone, Milledge A. Hart, III, John L. Clendenin, and Claudio X. González will not be extended beyond the 2008 Annual Meeting. The retirement age was waived for Hart, Clendenin and González for the 2007 term. This decision was made in order to retain the board members’ experience and deep knowledge of the Company’s business and key personnel to help ensure a smooth management transition after the appointment of Mr. Blake as the Company’s new chairman and CEO on January 3, 2007. Also, in identifying successors for these directors, the Board will seek input from the Company’s shareholders.

     Batchelder is a director of Washington Group International and ConAgra Foods, Inc. He has served on seven other public company boards during his 25-year career influencing corporate strategy and assisting management teams unlock value.

About The Home Depot

The Home Depot^® is the world’s largest home improvement specialty retailer, with 2,127 retail stores in all 50 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, 10 Canadian provinces, Mexico and China. Through its HD Supply^SM businesses, The Home Depot is also one of the largest diversified wholesale distributors in the United States, with nearly 1,000 locations in the United States and Canada offering products and services for building, improving and maintaining homes, businesses and municipal infrastructures. In fiscal 2005, The Home Depot had sales of $81.5 billion and earnings of $5.8 billion. The Company employs approximately 355,000 associates and has been recognized by FORTUNE magazine as the No. 1 Most Admired Specialty Retailer and the No. 13 Most Admired Corporation in America for 2006. The Home Depot’s 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.

About Relational Investors

Relational, which owns approximately 26.5 million shares of the Company, is a private investment advisor with $7.5 billion under management. Founded by Batchelder and Whitworth, Relational manages assets for major institutional investors from the United States, Europe and Asia. Relational applies various tactics, including board representation, designed to improve shareholder value by constructively influencing the corporate strategy, governance and operations of its portfolio companies.

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For more information, contact:
Financial Community	News Media
Diane Dayhoff	Jerry Shields, Sr. Public Relations Manager
Sr. Vice President of Investor Relations	(770) 384-2741
(770) 384-2666	jerry_shields@homedepot.com
diane_dayhoff@homedepot.com
	Ron DeFeo, Sr. Public Relations Manager
	(770) 384-3179
	ron_defeo@homedepot.com
Relational Investors
News Media
Anna Cordasco, Sard Verbinnen & Co. LLC
(212) 687-8080