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 14, 2007

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

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

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 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01.     Entry into a Material Definitive Agreement.	3
Item 9.01.     Financial Statements and Exhibits	3
Signature	4
Exhibit Index	5
EX-2.1 LETTER AGREEMENT, DATED AUGUST 14, 2007

Item 1.01.   Entry into a Material Definitive Agreement.

     The Home Depot, Inc. (the “Company”) announced on June 19, 2007 that the Company had entered into a Purchase and Sale Agreement (the “Agreement”) with Pro Acquisition Corporation, an affiliate of Clayton Dubilier & Rice, Carlyle Group and Bain Capital (“Purchaser”), providing for the Purchaser to acquire all of the capital stock of HD Supply, Inc. and CND Holdings, Inc.

     As previously announced, the Company is in discussions with the Purchaser for the purpose of restructuring the agreement for the sale of HD Supply. On August 14, 2007, the Company and certain affiliates of the Company entered into a letter agreement, a copy of which is attached hereto as Exhibit 2.1, to change the closing date contemplated by the Agreement from August 16, 2007 to August 23, 2007. No assurance can be given that any agreement will be reached concerning a restructuring of the proposed transaction, nor that the transaction will close.

Item 9.01.   Financial Statements and Exhibits.

Exhibit	Description
2.1	Letter agreement, dated August 14, 2007, by and between The Home Depot, Inc., THD Holdings, LLC, Home Depot International, Inc., Homer TLC, Inc. and Pro Acquisition Corporation

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/ Carol B. Tomé
	Name:	Carol B. Tomé
	Title:	Chief Financial Officer and Executive Vice President -- Corporate Services

Date: August 14, 2007

EXHIBIT INDEX

Exhibit	Description
2.1	Letter agreement, dated August 14, 2007, by and between The Home Depot, Inc., THD Holdings, LLC, Home Depot International, Inc., Homer TLC, Inc. and Pro Acquisition Corporation

EX-2.1

Exhibit 2.1

2455 Paces Ferry Rd., Atlanta, GA 30339

August 14, 2007

Pro Acquisition Corporation
c/o Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022-3904
Attention: Paul S. Bird, Esq.

Re: Purchase and Sale Agreement by and between The Home Depot, Inc., THD Holdings, LLC, Home Depot International, Inc., Homer TLC, Inc. and Pro Acquisition Corporation (the “Agreement”)

Dear Sirs:

This letter will confirm our agreement to amend the Agreement to change the reference in Section 2.3(a) of the Agreement to “August 16, 2007” to hereinafter refer to “August 23, 2007”. Except as amended hereby, the Purchase Agreement remains in full force and effect.

Very truly yours.

/s/  Carol B. Tomé      

Carol B. Tomé

Executive Vice President-Corporate Services and Chief Financial Officer

Acknowledged and Agreed:

THD HOLDINGS, LLC	HOME DEPOT INTERNATIONAL, INC.
By: /s/  Steven M. Levy Name: Steven M. Levy Title: President	By: /s/  Carol B. Tomé Name: Carol B. Tomé Title: Vice President
HOMER TLC, INC.	PRO ACQUISITION CORPORATION
By: /s/  Steven M. Levy Name: Steven M. Levy Title: President	By: /s/  David Novak Name: David Novak Title: Co-President
cc: Paul S. Bird, Esq.