SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

THE HOME DEPOT, INC.

(Name of Subject Company (Issuer))

THE HOME DEPOT, INC.
(Names of Filing Persons (Issuer and Offeror))

Common Stock, Par Value $0.05 Per Share
(Title of Class of Securities)

437076102
(CUSIP Number of Class of Securities)

Jack A. VanWoerkom
Executive Vice President, General Counsel and Corporate Secretary
The Home Depot, Inc.
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339
(770) 433-8211
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:

John J. Kelley III	Morton A. Pierce
Jeffrey M. Stein	Frank Adams
King & Spalding LLP	Dewey Ballantine LLP
1180 Peachtree Street	1301 Avenue of the Americas
Atlanta, Georgia 30309	New York, New York 10019
(404) 572-4600	(404) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$11,000,000,000	$337,700

     * Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 250 million shares of common stock at the maximum tender offer price of $44.00 per share.

     ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the value of the transaction.

     þ Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $337,700	Filing Party: The Home Depot, Inc.
Form or Registration No.: Schedule TO/005-33175	Date Filed: July 10, 2007

     o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transaction to which the statement relates:

     o third party tender offer subject to Rule 14d-1.

     þ issuer tender offer subject to Rule 13e-4.

     o going private transaction subject to Rule 13e-3.

     o amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer: o

EXPLANATORY NOTE

     This Amendment No. 1 (“Amendment No. 1”) supplements and amends the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed by The Home Depot, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on July 10, 2007, relating to its offer (the “Offer”) to purchase up to 250,000,000 shares of its common stock, par value $0.05 per share, at a price not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated July 10, 2007 (as amended, the “Offer to Purchase”), and the related Letter of Transmittal (as amended, the “Letter of Transmittal”), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

     The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEM 12.   EXHIBITS.

     Item 12 of the Schedule TO is hereby amended by replacing exhibit (a)(1)(P) with the following exhibit:

(a)(1)(Q)*       Letter to Option Holders from The Home Depot, Inc., dated July 11, 2007

* Filed herewith.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 11, 2007	THE HOME DEPOT, INC.
	By:	/s/ Jack VanWoerkom
		Name: Jack VanWoerkom
		Title:   Executive Vice President, General Counsel and             Corporate Secretary

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Exhibit Index

(a)(1)(A)	Offer to Purchase, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(A)]
(a)(1)(B)	Letter of Transmittal [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(B)]
(a)(1)(C)	Notice of Guaranteed Delivery [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(C)]
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(D)]
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(E)]
(a)(1)(F)	Letter to participants in FutureBuilder Plans, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(F)]
(a)(1)(G)	Withdrawal form provided to participants in FutureBuilder Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(G)]
(a)(1)(H)	Election form provided to participants in FutureBuilder Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(F)]
(a)(1)(I)	Letter to participants in Canada Plans, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(I)]
(a)(1)(J)	Withdrawal form provided to participants in Canada Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(J)]
(a)(1)(K)	Election form provided to participants in Canada Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(K)]
(a)(1)(L)	Letter to participants in the Employee Stock Purchase Plans, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(L)]
(a)(1)(M)	Withdrawal form provided to participants in the Employee Stock Purchase Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(M)]
(a)(1)(N)	Election form provided to participants in the Employee Stock Purchase Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(N)]
(a)(1)(O)	Letter provided to Equity Plan participants, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(O)]
(a)(1)(P)	Letter to Option Holders from The Home Depot, Inc., dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(P)]
(a)(1)(Q)*	Letter to Option Holders from The Home Depot, Inc., dated July 11, 2007
(a)(2)	Not Applicable
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)(A)	Press Release, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(A)]

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(a)(5)(B)	Summary Advertisement, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(B)]
(a)(5)(C)	Communication to Associates from Francis S. Blake, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(C)]
(a)(5)(D)	Communications to Designated Associates, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(D)]
(a)(5)(E)	Transcript from July 10, 2007 Investor Conference [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(E)]
(a)(5)(F)	Slides presented at Investor Conference on July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(F)]
(a)(5)(G)	Communication and Talking Points for Human Resources Managers, July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(G)]
(b)	Tender Offer Financing Facility Commitment Letter between The Home Depot, Inc., Lehman Commercial Paper Inc., Merrill [Designated on Schedule TO filed on July 10, 2007 as Exhibit (b)] Lynch Capital Corporation and certain of their affiliates, dated July 9, 2007
(c)	Not Applicable
(d)(1)	2005 Omnibus Stock Incentive Plan [Form 8-K filed on May 27, 2005, Exhibit 10.8]
(d)(2)	1997 Omnibus Stock Incentive Plan [Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1]
(d)(3)	The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2004. [Form 10-Q for the fiscal quarter ended November 2, 2003, Exhibit 10.1]
(d)(4)	Amendment No.1 to The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, effective July 1, 2004 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.2]
(d)(5)	The Home Depot, Inc. Non-U.S. Employee Stock Purchase Program [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.36]
(d)(6)	The Home Depot FutureBuilder, a 401(k) and Stock Ownership Plan, as amended and restated effective July 1, 2004 [Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.5]
(d)(7)	The Home Depot Future Builder Restoration Plan [Form 10-K for the fiscal year ended January 28, 2001, Exhibit 10.10]
(d)(8)	Third Amendment to The Home Depot Future Builder Restoration Plan, effective March 1, 2005 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.1]
(d)(9)	The Home Depot FutureBuilder for Puerto Rico [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.35]
(d)(10)	First Amendment to The Home Depot FutureBuilder for Puerto Rico, effective July 5, 2004 [Form S-8 (File No. 333-125332) filed May 27, 2005, Exhibit 10.3]
(d)(11)	The Home Depot, Inc. Non-Employee Directors’ Deferred Compensation Plan [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.37]
(d)(12)	DepotDirect Prospectus [Form S-3 filed on February 13, 2006]
(e)	Not Applicable
(f)	Not Applicable
(g)	Not Applicable
(h)	Not Applicable

* Filed herewith.

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EX-99.(A)(1)(Q)

Exhibit (a)(1)(Q)

Dear Option Holder,

As a holder of stock options, you are receiving the enclosed document explaining how you can participate in The Home Depot’s offer to repurchase 250 million shares of The Home Depot common stock via a “Dutch auction” tender offer.

There are five basic steps for an option holder to tender shares in our offer.

1. The Home Depot sets a range at which we are willing to repurchase shares. For this offer, we want to repurchase 250 million shares between a minimum price of $39.00 and a maximum price of $44.00. At the end of the auction, we will pay the same price for all shares that we purchase.

2. If you own vested stock options, and you wish to participate in this offer, you must exercise those options and tender the acquired shares. You should then request tender offer materials from Merrill Lynch and tender the shares using the documentation provided.

3. To tender your shares, you choose a price within the range of $39.00 and $44.00 at which you are willing to sell all or some of your shares. Or, you may choose to sell all or some of your shares without setting a price. By not specifying a price, you are agreeing to sell at the Company-chosen price, increasing the likelihood that your shares will be repurchased.

4. Next, The Home Depot determines the price within this range at which we will repurchase shares. This will be the lowest price within this range at which we can purchase 250 million shares.

5. Finally, The Home Depot repurchases shares from shareholders who offered to sell their shares. All shareholders whose shares are repurchased will receive the same Company-selected price for their shares.

Associates, including designated associates, may exercise vested options at any time, including outside the open window period, via a cash exercise (where you pay the exercise price in cash) or by a stock swap (where you pay the exercise price with other Company stock that you hold). However, designated associates may only exercise their options through a cashless exercise during an open window period.

If you choose to exercise options to participate in the tender offer, there can be no assurance that any such acquired shares you tender will be accepted by The Home Depot and purchased for cash. You should be aware that option exercises may not be rescinded. Accordingly, if you exercise options to acquire shares and your shares are not purchased in the tender offer, you will remain a shareholder.

If you wish to participate in the tender offer, please contact Merrill Lynch using the contact information provided in the enclosed to request tender offer materials. It’s important for you to decide if this offer is right for you.

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

How To Request Tender Offer Materials

The Home Depot has announced an offer to purchase, via a modified “Dutch Auction,” up to 250 million shares of its common stock, at a price not greater than $44.00 per share nor less than $39.00 per share, for cash. The tender period begins on July 10, 2007 and will extend through 5:00 pm ET on August 16, 2007 (unless the expiration date is otherwise extended by The Home Depot).

As a participant in the Home Depot Stock Option Plan, during the tender period you will continue to be able to exercise any vested in the money stock options through Merrill Lynch. The ability to exercise is subject to the rules governing the plan.

The Board of Directors of The Home Depot has approved the making of the offer. However, neither The Home Depot, its Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent makes any recommendation as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender, and the purchase price or purchase prices at which you may choose to tender your shares. In so doing, you should read carefully the information set forth or incorporated by reference in the Offer to Purchase and in the related Letter of Transmittal, including The Home Depot’s reasons for making the offer.

If you elect to exercise your stock options and receive Home Depot stock during the tender period you will become a shareholder and have the ability to tender your shares at your discretion. To tender your shares, you will need to request tender offer materials from Merrill Lynch by calling the number below. You will need to carefully review the tender offer materials as they contain important information about the offer, including its terms and conditions. There can be no assurance that any shares you tender will be accepted by The Home Depot and purchased for cash. You should be aware that option exercises may not be rescinded. Accordingly, if you exercise options to acquire shares and your shares are not purchased in the tender offer, you will remain a shareholder.

In order to be eligible to tender your resulting shares from a stock option exercise, Merrill Lynch must receive your exercise instructions no later than August 10, 2007 at 4:00 pm ET.

If you are already an existing shareholder of record, in addition to a participant in the Home Depot Stock Option Plan, you will also receive a tender offer packet under separate cover.

To contact a Merrill Lynch Participant Service Representative to exercise your stock options or assist you with any questions please call 800-843-2150, 24 hours a day; 7 days a week.