SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COX BERRY R

(Last)

(First)

(Middle)

2200 ROSS AVENUE

SUITE 3200

(Street)

DALLAS

75201-2741

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOME DEPOT INC [ hd ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$.05 Common Stock	12/04/2003		S		93,800	D	$35.1625	2,779,616	D
$.05 Common Stock	12/04/2003		S		27,000	D	$34.9245	2,752,616	D
$.05 Common Stock	12/04/2003		S		41,500	D	$34.4914	2,711,116	D
$.05 Common Stock	12/04/2003		S		31,200	D	$34.0561	2,679,916	D
$.05 Common Stock	12/04/2003		S		7,500	D	$33.8	2,672,416	D
$.05 Common Stock	12/04/2003		S		40,700	D	$33.75	2,631,716	D
$.05 Common Stock	12/04/2003		S		80,000	D	$33.65	2,551,716	D
$.05 Common Stock	12/04/2003		S		3,300	D	$33.66	2,548,416	D
$.05 Common Stock	12/04/2003		G	V	28,500⁽¹⁾	D	$0	2,634,887⁽²⁾	D
$.05 Common Stock	12/04/2003		G	V	28,500⁽¹⁾	A	$0	33,000	I	Berry R. Cox Family Foundation
$.05 Common Stock	12/04/2003		S		9,600	D	$35.1752	23,400	I	Berry R. Cox Family Foundation
$.05 Common Stock	12/04/2003		S		2,900	D	$34.9414	20,500	I	Berry R. Cox Family Foundation
$.05 Common Stock	12/04/2003		S		4,500	D	$34.4616	16,000	I	Berry R. Cox Family Foundation
$.05 Common Stock	12/04/2003		S		3,200	D	$34.0575	12,800	I	Berry R. Cox Family Foundation
$.05 Common Stock	12/04/2003		S		7,500	D	$33.8	5,300	I	Berry R. Cox Family Foundation
$.05 Common Stock	12/04/2003		S		5,300	D	$33.75	0	I	Berry R. Cox Family Foundation
$.05 Common Stock								283,279⁽²⁾	I	By GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽³⁾	09/18/2003		A⁽⁴⁾	V	15.1098		⁽³⁾	⁽³⁾	Common Stock	15.1098	$0	7,177.1622	D
Deferred Stock Rights	⁽⁵⁾	09/18/2003		A⁽⁴⁾	V	6.4318		⁽⁵⁾	⁽⁵⁾	Common Stock	6.4318	$0	3,055.1041	D

Explanation of Responses:

1. Transfer from reporting person to Berry R. Cox Family Foundation.

2. Reflects transfer of 114,971 shares to reporting person by reporting person's grantor retained annuity trust ("GRAT").

3. The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. Non Employee Directors' Deferred Stock Compensation Plan.

4. Acquired pursuant to quarterly dividend.

5. The Deferred Stock Rights were granted under the 1997 Omnibus Stock Incentive Plan and convert to shares of Common Stock on a one-for-one basis upon the earlier of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company.

Remarks:

	/s/ Jocelyn J. Hunter, Attorney-in-fact	12/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.