Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 20, 2009, the Board of Directors of The Home Depot, Inc. (the "Company") approved amendments to the Company's By-Laws. The amendments revise Article I (Section 7) and Article IV (Section 1) and are effective as of August 20, 2009.

Article I (Section 7) outlines the Company's director resignation policy in the event of a director's failure to receive a majority of votes cast in an uncontested election. Article I (Section 7) was amended to require a director who fails to receive a majority of votes cast in an uncontested election to promptly tender his or her resignation to the Board of Directors for consideration. Article I (Section 7) previously required such a director to offer to tender his or her resignation to the Board of Directors.

Article IV (Section 1), which outlines generally the Company's director and officer resignation, removal and vacancy policy, was amended to conform to the amendments in Article I (Section 7) as described above.

The above description is qualified in its entirety by reference to the full text of the By-Laws of the Company (As Amended and Restated Effective August 20, 2009), attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit Description 3.1 By-Laws of The Home Depot, Inc. (As Amended and Restated Effective August 20, 2009)

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