EXHIBIT 10.3 THE HOME DEPOT, INC. NONEMPLOYEE DIRECTOR DEFERRED SHARE AWARD

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                                                                    EXHIBIT 10.3

                              THE HOME DEPOT, INC.

                              NONEMPLOYEE DIRECTOR

                              DEFERRED SHARE AWARD

                         ([DATE] AWARD; ________ SHARES)

         This Deferred Share Award (the "Award") is made as of the [DAY] day of

[MONTH], [YEAR] by THE HOME DEPOT, INC., a Delaware corporation (the "Company")

to [OUTSIDE DIRECTOR'S NAME] ("Director").

                              W I T N E S S E T H:

         WHEREAS, the Company has adopted The Home Depot, Inc. 1997 Omnibus

Stock Incentive Plan (the "Plan") which is administered by the Leadership

Development and Compensation Committee of the Company's Board of Directors (the

"Committee"); and

         WHEREAS, Director is a member of the Board of Directors (the "Board")

eligible to receive grants of Awards under the Plan; and

         WHEREAS, the Board has approved the grant to Director of this award of

deferred shares under the terms of the Plan representing Director's annual stock

retainer for service on the Board (the "Award") and to promote Director's

long-term interests in the success of the Company; and

         WHEREAS, to comply with the terms of the Plan and to further the

interests of the Company and Director, the Company herein sets forth the terms

of such award in writing, as follow;

         1.       STOCK AWARD. The Company hereby grants to Director an award of

________ shares of the $.05 par value common stock of the Company, subject to

the conditions set forth herein. Such shares are hereinafter referred to as the

"Deferred Shares."

         2.       DELIVERY OF SHARES. A stock certificate representing the

Deferred Shares shall be transferred to Director on or as soon as practicable

after the earlier of (i) the date on which Director ceases to be a member of the

Board by reason of his or her death, retirement or disability as defined by

Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the

"Code"); or (ii) the first anniversary of the date on which Director ceases to

be a member of the Board for any reason other than death, retirement or

disability as defined by Code Section 409A(a)(2)(C); or (iii) the date on which

the Director ceases to be a member of the Board in connection with a Change in

Control of the Company (as defined in Section 7); service terminations within

six (6) months before or after the occurrence of a Change in Control shall be

deemed to be in connection with a Change in Control. For purposes of this Award,

Director shall be considered to have retired if he or she does not seek

reelection to the Board due to any Company policy imposing a maximum age for

service on the Board or a maximum length of service on the Board.

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         3.       ADJUSTMENTS FOR DIVIDENDS. Upon the payment of any cash

dividend on shares of common stock of the Company before the issuance of a stock

certificate representing the Deferred Shares, the number of Deferred Shares

shall be increased