[Home Depot Letterhead]

April 30, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Rocha:

This letter responds to the letter dated April 17, 2015 from the U.S. Securities and Exchange Commission (the “Commission”) to The Home Depot, Inc. (the “Company”) setting forth the comments of the staff of the Commission (the “Staff”) on the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2015 (the “2014 Form 10-K”).

The Staff’s comments have been reproduced below followed by the Company’s response.

In conjunction with our share repurchase program approved by our Board of Directors, we have repurchased shares in the open market and through Accelerated Share Repurchase (“ASR”) agreements. During fiscal years 2012 through 2014 and during the first quarter of fiscal 2015, we entered into a total of 10 separate ASR agreements with third-party financial institutions to repurchase an aggregate of $12.8 billion of the Company’s common stock. All of our ASR transactions have been structured in the same manner. For illustrative purposes, we have outlined below the material terms and structure of our ASR transactions using the dollar and share amounts from our ASR agreement from the first quarter of fiscal 2012 (the “Q1 2012 ASR”).

The following outlines the accounting considerations related to the ASR agreements. For illustrative purposes, the dollar and share amounts presented below are for the Q1 2012 ASR. As all of the ASR agreements followed the same structure, the considerations below apply to all of the agreements.

ASC 505-30-25-5 and 25-6 outline the accounting treatment for ASR agreements. ASC 505-30-25-5 and 25-6 state that ASR agreements should be viewed as two separate transactions: (1) as shares of common stock acquired in a treasury stock transaction recorded on the initial transaction date, and (2) as forward contracts indexed to a company’s own common stock.

As such, we have viewed our ASR agreements as two separate transactions. In accordance with ASC 505-30-25, the first transaction – the treasury stock transaction – results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share (“EPS”). The Initial Shares are recorded at their fair value as of the date of the ASR agreement as treasury stock, with the remaining value from the payment amount recorded as paid-in capital. As such, for the Q1 2012 ASR, upon the payment of $1 billion and the delivery of 17.2 million Initial Shares to us, we recorded the fair value of the 17.2 million Initial Shares (based on the current trading price) as a debit to the treasury stock account on the balance sheet, and we recorded the difference between the $1 billion payment amount and the fair value of the 17.2 million Initial Shares received as a debit to the paid-in capital account on the balance sheet.

For the second transaction – the forward purchase contract indexed to our common stock – we must first analyze it under ASC 480-10-25 to determine whether the transaction should be considered a liability contract. Under ASC 480-10-25-8, a company must classify as a liability any financial instrument, other than an outstanding share, that, at inception, has both of the following characteristics: (a) it embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such an obligation, and (b) it requires or may require the issuer to settle the obligation by transferring assets. Additionally, under ASC 480-10-25-14, a financial instrument that embodies an unconditional obligation that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability if, at inception, the monetary value of the obligation is based solely or predominately on any one of the following: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the company’s equity shares, or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. In the case of our ASR forward contracts, we do not have a conditional or unconditional duty or responsibility to repurchase our shares, transfer assets, or issue equity shares at any future date. Instead, the payment amount is transferred at inception of the contract, and at maturity the Company receives from the investment bank a variable number of its equity shares. As a result, our ASR forward contracts do not have the characteristics set forth in ASC 480-10-25-8 and are not within the scope of ASC 480-10-25-8 or ASC 480-10-25-14 (or any other paragraph in ASC 480-10-25).

Prepaid forward contracts to repurchase a variable number of our equity shares that require physical settlement are accounted for in conformity with the guidance in ASC 815-10-15. Under ASC 815-10-15-74, contracts issued or held by a company that are both (1) indexed to its own stock and (2) classified in stockholders’ equity in its statement of financial position shall not be considered to be derivative instruments. These two items are evaluated below.

In reviewing Step 1 under ASC 815-40-15-7A, any contingent exercise provisions must be evaluated to determine if there are factors that would preclude the financial instrument from being considered indexed to a company’s own stock. As discussed above, there are no contingent exercise provisions related to the Company’s ASR forward contracts; therefore, no further evaluation is needed and the analysis moves to Step 2. With respect to Step 2, under ASC 815-40-15-7D, if the number of shares used to calculate the settlement amount of the forward contract is not fixed, the instrument would still be considered indexed to a company’s own stock if the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Under our ASR forward contracts, because the only variable that can affect the settlement amount of the contracts is the VWAP of the Company’s stock, which is an input to the fair value of a fixed-for-fixed forward contract on equity shares, the ASR forward contracts are considered indexed to the Company’s own stock.

Based on the transaction structure, the forward purchase contract portion of the Company’s ASR transactions would satisfy all of the applicable criteria above; therefore, the forward contract should be classified as an equity instrument. As a result, no entries would be required to record the final settlement of the forward purchase contract until the actual settlement in shares at the end of the purchase period. At the end of the purchase period, the portion of the prepaid forward contract that was initially recorded in paid-in capital is reclassified to treasury stock.

In future filings, we will disclose the material terms and our accounting policy for accounting for our ASRs. Set forth below is the disclosure that we would expect to make in future filings, using the relevant information from the ASR agreement entered into in the first quarter of fiscal 2015 as an example. The actual disclosures in future filings are subject to change based on changes in the underlying facts.

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The Company hereby acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; 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.

If you have any questions or comments or need additional information, please do not hesitate to contact me. I may be reached at (770) 384-5735 or by fax (770) 384-5736 or e-mail (Carol_Tome@homedepot.com).