Mail Stop 7010

                                                January 18, 2006

Mr. Robert F. Hull, Jr.
Lowe`s Companies, Inc.
1000 Lowe`s Blvd.
Mooresville, NC 28117


	RE:	Lowe`s Companies, Inc.
      Form 10-K for the year ended January 28, 2005
		Filed April 13, 2005
      File No. 1-7898

Dear Mr. Hull:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended January 28, 2005

Consolidated Statements of Earnings, page 27
1. We note the emphasis throughout your filing concerning your
Installed Sales initiative. You also emphasize that sales in this
category will increase at a higher rate than the overall company
increases.  Rule 5-03(b)(1) and (2) of Regulation S-X requires
that
if such sales, or related costs exceed 10% of revenues or cost of
sales they shall be presented separately. With a view towards
expanded disclosures in future filings, please tell us what
consideration you have given to this requirement.  Please address
rental income and other categories as well.

Consolidated Balance Sheets, page 28
2. We note that your inventory has increased substantially and at
a
much higher rate than sales. We assume this is due to the R3
initiative which you briefly discuss elsewhere in the filing,
including MD&A. In future filings please consider providing a more
comprehensive discussion concerning significant changes in working
capital such that the underlying reason is analyzed in the context
of
the impact on working capital and liquidity. For example, we note
that you describe the program in the Business section and in MD&A
you
mention that it impacted inventories in 2004. Consider providing a
more forward -looking discussion about how this program will
impact
your financial position and liquidity in the medium and long-term.
3. We note that your Other Current Liabilities category represents
over 35% of your total current liabilities.  Rule 5-02.20 of
Regulation S-X requires that any amounts greater than 5 % be
separately presented on the balance sheet or in a note. Note 7 as
referenced, addresses only a small portion of other current
liabilities. With a view towards expanded disclosures in future
filings, please tell us what consideration you have given to this
requirement.

Note 9- Long -Term Debt, page 37
4. Please provide us with a more comprehensive explanation of the
terms of your convertible notes. It appears that the conversion
ratio
is subject to adjustment in one of the series and also could
require
you to cash settle the notes if a change in control occurs. Please
tell us what consideration you have given to whether the
conversion
options in your convertible notes are embedded derivatives which
should be bifurcated from the notes.  Reference SFAS No. 133 and
EITF
00-19.

Exhibits 31.2 and 31.2
5. We note that in your certifications where you are instructed to
insert the identity of the certifying individual you include the
title of such individual.  This practice is not permissible as the
language of the certifications required by Section 302 of
Sarbanes-
Oxley and our rules under that Section should not be altered in
any
way. The certifying officer is required to certify in their
personal
capacity. Please ensure that in future filings your certification
language conforms exactly to the applicable rules.  In addition,
please have your certifying officers supplementally represent to
us
that they are signing all of the certifications in their personal
capacity.



*    *    *    *
		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-
3747,
or in her absence, to me at (202) 551-3689.


							Sincerely,



							John Hartz
							Senior Assistant Chief
Accountant

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Mr. Robert F. Hull, Jr.
Lowe's Companies, Inc.
January 18, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE