Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PENSKE ROGER S
   2. Issuer Name and Ticker or Trading Symbol
HOME DEPOT INC [HD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2555 TELEGRAPH ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005
(Street)

BLOOMFIELD HILLS, MI 48302-0954		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Rights (1) 06/23/2004   A   9.9158     (1)   (1) Common Stock 9.9158 $ 35.44 5,030.1403 D  
Deferred Stock Rights (1) 09/16/2004   A   11.7157     (1)   (1) Common Stock 11.7157 $ 38.7 5,345.8074 D  
Deferred Stock Rights (1) 12/16/2004   A   10.669     (1)   (1) Common Stock 10.669 $ 42.59 5,356.4764 D  
Deferred Stock Units (2) 06/24/2004   A   12.0929     (2)   (2) Common Stock 12.0929 $ 35.4 5,048.4367 D  
Deferred Stock Units (2) 09/16/2004   A   11.3553     (2)   (2) Common Stock 11.3553 $ 38.7 5,181.3725 D  
Deferred Stock Units (2) 12/16/2004   A   10.6447     (2)   (2) Common Stock 10.6447 $ 42.59 5,344.2901 D  
Deferred Stock Units (3) 02/24/2005   A   126.199     (3)   (3) Common Stock 126.199 $ 39.62 5,470.4891 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PENSKE ROGER S
2555 TELEGRAPH ROAD
BLOOMFIELD HILLS, MI 48302-0954		   X      

Signatures

 /s/ Rita L. Fadell, Attorney-in-fact   02/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The deferred stock rights represent dividend equivalents credited with respect to deferred stock rights previously acquired and reported under The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan. Both the dividend equivalents and deferred stock rights previously acquired and reported convert to shares of Common Stock on a one-for-one basis upon the earlier of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company.
(2) The deferred stock units represent dividend equivalents credited with respect to deferred stock units previously acquired and reported. Both the dividend and the deferred stock units previously acquired and reported convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.
(3) The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.

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