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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                             _______________

                                 FORM 8-A

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                          LOWE'S COMPANIES, INC.       
           (Exact name of registrant as specified in its charter)  


     North Carolina                                        56-0578072         
(State of incorporation or organization                  (IRS Employer
                                                        Identification No.)   

Post Office Box 1111
North Wilkesboro, North Carolina  28656-0001                   28656-000001
(Address of principal executive office)                         (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class               Name of each exchange on which
          to be so registered               each class is to be registered

          Preferred Stock Purchase Rights     New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                   None         
                             (Title of Class)

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Item 1.          Description of Registrant's Securities to be Registered.

     The Board of Directors of Lowe's Companies, Inc., a corporation organized
under the laws of North Carolina (the "Company"), has approved a Rights 
Agreement, dated as of September 8, 1998 and to be effective on September 9, 
1998 (the "Rights Agreement") between the Company and Wachovia Bank, N.A., as 
Rights Agent, having the principal terms summarized below.  In accordance with
the Rights Agreement, the Board also declared  a dividend distribution of one 
Right for each outstanding share of common stock (the "Common Stock"), of the 
Company to shareholders of record at the close of business on September 9, 
1998 (the "Record Date").  

     Each Right entitles the registered holder to purchase from the Company 
one one-thousandth of a share of the Company's Participating Cumulative 
Preferred Stock, Series A, ("Series A Preferred Stock").  Each one one-
thousandth of a share (a "Unit") of Series A Preferred Stock is structured to 
be the equivalent of one share of Common Stock of the Company ("Common 
Stock").  Shareholders will receive one Right per share of Common Stock held 
of record at the close of business on the Record Date.  The exercise price of 
the Right will be $152.50 subject to adjustment (the "Purchase Price").

     Rights will also attach to shares of Common Stock issued after the Record
Date but prior to the Distribution Date unless the Board of Directors 
determines otherwise at the time of issuance.  The description and terms of 
the Rights are set forth in the Rights Agreement.

     The Rights will be appurtenant to the shares of Common Stock and will be 
evidenced by Common Stock certificates, and no separate certificates 
evidencing the Rights (the "Rights Certificates") will be distributed 
initially.  The Rights will separate from the Common Stock and a distribution 
of the Rights Certificates will occur (the "Distribution Date") upon the 
earlier of (i) 10 business days following a public announcement that a person 
or group of affiliated or associated persons (an "Acquiring Person") has 
acquired, or obtained the right to acquire, beneficial ownership of 15% or 
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
or (ii) 10 business days following the commencement of a tender offer or 
exchange offer that would result in a person or group beneficially becoming an
Acquiring Person.  Until the Distribution Date, (i) the Rights will be 
evidenced by the Common Stock certificates and will be transferred with and 
only with such Common Stock certificates, (ii) any Common Stock certificates 
issued will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock 
outstanding will also constitute the transfer of the Rights associated with 
the Common Stock represented by such certificates.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on September 9, 2008, unless earlier redeemed 
or exchanged by the Company as described below.  As soon as practicable after 
the Distribution Date, Rights Certificates will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date, and 
thereafter such separate Rights Certificates alone will represent the Rights.

     The Agreement provides that if any person becomes an Acquiring Person, 
proper provision shall be made so that each holder of a Right (except as set 
forth below) will thereafter have the right to receive, upon exercise and 
payment of the Purchase Price, Series A Preferred Stock or, at the option of 
the Company, Common Stock (or, in certain circumstances, cash, property or 
other securities of the Company) having a value equal to twice the amount of 
the Purchase Price.

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will not be taxable to shareholders or to the Company, shareholders may, 
depending upon the circumstances, recognize taxable income in the event that 
the Rights become exercisable for Series A Preferred Stock (or other 
consideration) of the Company or for common stock of the acquiring company as 
set forth above.

     Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by 
the Board prior to the Distribution Date.  After the Distribution Date, the 
provisions of the Rights Agreement may be amended by the Board (in certain 
circumstances, only with the concurrence of the Continuing Directors) in order
to cure any ambiguity, to make certain other changes that do not adversely 
affect the interests of holders of Rights (excluding the interests of any 
Acquiring Person), or to shorten or lengthen any time period under the Rights 
Agreement; provided, however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.

Item 2.          Exhibits.

          1.  Rights Agreement, dated as of September 8, 1998, between the 
Company and Wachovia Bank, N.A., as Rights Agent, which includes the form of 
Rights Certificate.  Pursuant to the Rights Agreement, Rights Certificates 
shall not be mailed until as soon as practicable after the earlier of (i) the 
tenth day following a public announcement that an Acquiring Person has 
acquired, or obtained the right to acquire, beneficial ownership of 15% or 
more of the outstanding shares of Common Stock of the Company, or (ii) the 
tenth business day after the commencement of a tender or exchange offer that 
would result in a person or group beneficially owing 15% or more of such 
outstanding shares of Common Stock.

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                                SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly authorized.


                                          LOWE'S COMPANIES, INC.



Dated:  October 1, 1998                   By:    /s/  Thomas E. Whiddon______
                                                 Thomas E. Whiddon
                                                 Executive Vice President and 
                                                 Chief Financial Officer

 
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