SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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:			3235-0362
Estimated average burden
hours per response:			1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHELTON DAVID E

(Last)

(First)

(Middle)

1000 LOWE'S BOULEVARD

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LOWES COMPANIES INC [ LOW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Real Estate/Eng & Const

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/30/2004

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (401(k) Account)	01/30/2004		J	73⁽¹⁾	D	⁽²⁾	74,288	D
Common Stock (BRP)	04/14/2003		J	1,240⁽³⁾	A	⁽⁴⁾	1,240	D
Common Stock (SOFE)	11/28/2003		J	295⁽⁵⁾	A	$35.92	2,668	D
Common Stock							69,255	D
Common Stock (IRA Account)							28,236	D

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)	4. Transaction Code (Instr. 8)	(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)
Incentive Stock Option (right to buy)	$22.5						12/04/2001	12/03/2005	Common Stock	4,444		4,444	D
Incentive Stock Option (right to buy)	$23.5625						02/01/2002	02/02/2007	Common Stock	8,488		8,488	D
Incentive Stock Option (right to buy)	$27.505						03/01/2004	03/02/2008	Common Stock	3,634		3,634	D
Incentive Stock Option (right to buy)	$39.3						03/01/2006	03/01/2010	Common Stock	2,544		2,544	D
Incentive Stock Option (right to buy)	$43.99						03/01/2004	03/01/2009	Common Stock	2,274		2,274	D
Non-Qualified Stock Option (right to buy)	$22.5						12/04/1999	12/03/2005	Common Stock	49,156		49,156	D
Non-Qualified Stock Option (right to buy)	$23.5625						02/02/2001	02/02/2007	Common Stock	38,592		38,592	D
Non-Qualified Stock Option (right to buy)	$27.505						03/01/2002	03/02/2008	Common Stock	41,506		41,506	D
Non-Qualified Stock Option (right to buy)	$39.3						03/01/2004	03/01/2010	Common Stock	27,546		27,546	D
Non-Qualified Stock Option (right to buy)	$43.99						03/01/2003	03/01/2009	Common Stock	21,756		21,756	D
Non-Qualified Stock Option (right to buy)	$45.7						02/01/2005	02/01/2009	Common Stock	60,000		60,000	D

Explanation of Responses:

1. The Reporting Person's number of shares held in the Lowe's Companies, Inc. 401(k) Plan account decreased solely as a result of an increase in the fair market value of Lowe's common stock and not as a result of any action by the Reporting Person.

2. The Reporting Person's number of shares held in the Lowe's Companies, Inc. 401(k) Plan account decreased solely as a result of an increase in the fair market value of Lowe's common stock and not as a result of any action by the Reporting Person.

3. Shares acquired under Lowe's Benefit Restoration Plan (BRP).

4. Shares acquired under Lowe's Benefit Restoration Plan (BRP).

5. Shares acquired under the Lowe's Companies Employee Stock Purchase Plan-Stock Options for Everyone (SOFE).

	/s/David E. Shelton	02/23/2004
	** 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.