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                                                                    EXHIBIT 10.5

                              THE HOME DEPOT, INC.

                RESTATED AND AMENDED EMPLOYEE STOCK PURCHASE PLAN

1.       Purpose. The purpose of The Home Depot, Inc. Employee Stock Purchase
         Plan (the "Plan") is to encourage and enable eligible employees of The
         Home Depot, Inc. (the "Company") to acquire proprietary interests in
         the Company through the ownership of Common Stock of the Company. The
         Company believes that employees who participate in the Plan will have a
         closer identification with the Company by virtue of their ability as
         stockholders to participate in the Company's growth and earnings. It is
         the intention of the Company to have the Plan qualify as an "employee
         stock purchase plan" under Section 423 of the Internal Revenue Code of
         1986, as amended (the "Code"). Accordingly, the provisions of the Plan
         shall be construed so as to extend and limit participation in a manner
         consistent with the requirements of that section of the Code.

2.       Definitions. The following words or terms have the following meanings:

         (a)      "Plan" shall mean this The Home Depot, Inc. Employee Stock
                  Purchase Plan.

         (b)      "Company" shall mean The Home Depot, Inc.

         (c)      "Board of Directors" shall mean Board of Directors of the
                  Company or the Executive Committee of such Board.

         (d)      "Shares", "Stock" or "Common Stock" shall mean shares of the
                  $.05 par value Common Stock of the Company.

         (e)      "Committee" shall mean the committee of the Board of Directors
                  of the Company appointed to administer the Plan.

         (f)      "Subsidiary" shall mean any corporation if, at the time of the
                  granting of an option to purchase Common Stock under the Plan,
                  the Company owns or controls directly or indirectly more than
                  50 percent of the total voting power represented by all
                  classes of stock issued by such corporation.

         (g)      "Eligible Employee" shall mean a person regularly employed by
                  the Company or a Subsidiary on the effective date of any
                  offering of stock pursuant to the Plan; provided, however,
                  that no person shall be considered an Eligible Employee unless
                  he or she is customarily employed by the Company or a
                  Subsidiary for more than twenty hours per week and more than
                  five months in a


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                  calendar year; and provided further, that the Board of
                  Directors may exclude the employees of any specified
                  Subsidiaries from any offering under the Plan.

         (h)      "Annual Pay" shall mean an amount equal to the sum of (i) the
                  annual basic rate of pay of an Eligible Employee as determined
                  from the payroll records of the Company or a Subsidiary on the
                  effective date of an offer of Stock made pursuant to the Plan,
                  and (ii) the amount paid to the Eligible Employee by the
                  Company or a Subsidiary under any incentive compensation or
                  bonus plan during the twelve-month period immediately
                  preceding the effective date of an offer of Stock made
                  pursuant to the Plan.

         (i)      "Market Price" shall mean the closing price of the Company's
                  Common Stock on the New York Stock Exchange.

         (j)      "Options" shall mean the right or rights granted to Eligible
                  Employees to purchase the Company's Common Stock under an
                  Offering made under the Plan and pursuant to such Eligible
                  Employees' elections to purchase.

         (k)      "Purchase Period" shall mean the number of calendar months
                  during which installment payments for stock purchased under
                  the Plan shall be made.

         (l)      "Subscription Period" shall mean that period of time
                  prescribed in any offer of Stock under the Plan beginning on
                  the first day employees may elect to purchase Shares and
                  ending on the last day such elections to purchase are
                  authorized to be received and accepted.

3.       Shares Reserved for Plan. The Shares of the Company's Common Stock to
         be sold to Eligible Employees under the Plan may, at the election of
         the Company, be either treasury shares or shares originally issued for
         such purpose. The maximum number of Shares which shall be reserved and
         made available for sale under the Plan shall be 129,618,750. The Shares
         reserved may be issued and sold pursuant to one or more offerings under
         the Plan. With respect to each offering, the Board of Directors, or the
         Committee will specify the number of Shares to be made available, the
         length of the Subscription Period, the length of the Purchase Period
         and such other terms and conditions not inconsistent with the Plan as
         may be necessary or appropriate. In no event shall the Subscription
         Period and the Purchase Period together exceed 27 months for any
         offering.

                  In the event of a subdivision or combination of the Company's
         Shares, the maximum number of Shares which may thereafter be issued and
         sold under the


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         Plan and the number of Shares under elections to purchase at the time
         of such subdivision or combination will be proportionately increased or
         decreased, the terms relating to the price at which Shares under the
         elections to purchase will be sold will be appropriately adjusted, and
         such other action will be taken as in the opinion of the Board of
         Directors deems appropriate under the circumstances. In case of a
         reclassification or other change in the Company's Shares, the Board of
         Directors also will make appropriate adjustments.

4.       Administration of the Plan. The Plan shall be administered by a
         Committee consisting of not less than two directors of the Company who
         shall be appointed by the Board of Directors. The Committee shall be
         vested with full authority to make, administer and interpret such
         equitable rules and regulations regarding the Plan or to make
         amendments to the Plan itself as it may deem advisable; provided,
         however, that no such amendment shall increase the maximum number of
         shares available for sale under the Plan, otherwise than as required to
         reflect a subdivision or a combination as provided in Article 3 hereof,
         nor shall any such amendment act to expand the persons eligible to
         participate in the Plan beyond the employees of the Company and
         Subsidiaries. Any determination, decision, or action of the Committee
         in connection with the construction, interpretation, administration, or
         application of the Plan shall be final, conclusive and binding upon all
         Eligible Employees and any and all persons claiming under or through an
         Eligible Employee.

                  The Committee may act by a majority vote at a regular or
         special meeting of the Committee or by decision reduced to writing and
         signed by a majority of the members of the Committee without holding a
         formal meeting, vacancies in the membership of the Committee arising
         from death, resignation or other inability to serve shall be filled by
         the Board of Directors.

5.       Participation in the Plan. Options to purchase the Company's Common
         Stock under the Plan shall be granted only to Eligible Employees.
         Options to purchase Shares shall be granted to all Eligible Employees
         of the Company or Subsidiaries whose Eligible Employees are granted
         such rights; provided, however, that the Board of Directors may
         determine that any offering of Common Stock under the Plan will not be
         extended to highly compensated employees as defined in Section 414(q)
         of the Code, and provided further that in no event may an employee be
         granted an option under this Plan if such employee, immediately after
         the option is granted, owns Stock possessing five percent or more of
         the total combined voting power or value of all classes of capital
         stock of the Company or Subsidiaries.

                  For the purposes of determining stock ownership and the
         limitations to purchase under this section, the rules of Section 424(d)
         of the Code shall apply and Stock which the employee may purchase under
         all outstanding options shall be treated as Stock owned by the
         employee.


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6.       Purchase Price. The purchase price for Shares purchased pursuant to the
         Plan (except as otherwise provided herein) shall be the lower of (a) 85
         percent of the Market Price on the first day of the Purchase Period; or
         (b) 85 percent of the Market Price on the last day of the Purchase
         Period; or if no Shares were traded on such day, on the last day prior
         thereto on which Shares were traded.

7.       Method of Payment. Except as provided in Sections 15 and 16, all
         payments for Shares purchased pursuant to the Plan shall be made in
         installments through payroll deductions, with no right of prepayment.
         Each Eligible Employee electing to purchase Shares will authorize the
         Company to withhold a designated amount from his regular weekly,
         bi-weekly, semimonthly or monthly pay for each payroll period during
         the Purchase Period. All such payroll deductions made for an Eligible
         Employee shall be credited to his account under the Plan. At the end of
         the Purchase Period, each Eligible Employee shall receive in cash the
         balance remaining in his account, if any, after the purchase of the
         number of Shares covered by his option to purchase Shares.

8.       Employee's Election To Purchase - Grants of Options. In order to
         participate in the Plan, an Eligible Employee must sign an election to
         purchase Shares on a form provided by the Company stating the Eligible
         Employee's desire to purchase Shares under the Plan and showing the
         amount which the Eligible Employee elects to have withheld from his pay
         for such payroll period during the Purchase Period. The election to
         purchase Shares must be delivered on or before the last day of the
         Subscription Period to the person or office designated to receive and
         accept such elections. Subject to the limitations set forth in
         Paragraph 9, each participating Eligible Employee shall be granted an
         option to purchase a fixed maximum number of Shares determined by the
         following procedure:

                  Step 1 -          Determine the aggregate amount which will be
                                    withheld from the Eligible Employee's pay
                                    during the Purchase Period;

                  Step 2 -          Determine the figure which represents the
                                    lower of (a) 85 percent of the Market Price
                                    on the first day of the Purchase Period; or
                                    (b) 85 percent of the Market Price on the
                                    last day of the Purchase Period; or if no
                                    Shares were traded on such day, on the last
                                    day prior thereto on which Shares were
                                    traded.

                  Step 3 -          Divide the figure determined in Step 1 by
                                    the figure determined in Step 2. This final
                                    figure shall be the fixed maximum number of
                                    Shares for which the Eligible Employee may
                                    be granted an option to purchase.


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                  In the event the total maximum number of Shares resulting from
         all elections to purchase under any offering of Shares under the Plan
         exceeds the number of Shares offered, the Company reserves the right to
         reduce the maximum number of Shares which Eligible Employees may
         purchase pursuant to their elections to purchase, to allot the Shares
         available in such manner as it shall determine, but generally prorata
         to subscriptions received and to grant options to purchase only for
         such reduced number of Shares.

                  All Shares included in any offering under the Plan in excess
         of the total number of Shares which all Eligible Employees elect to
         purchase and all Shares with respect to which elections to purchase are
         canceled as provided in Paragraph 12 shall continue to be reserved for
         the Plan and shall be available for inclusion in any subsequent
         offering under the Plan.

9.       Limitations Of Number Of Shares Which May Be Purchased. The following
         limitations shall apply with respect to the number of Shares which may
         be purchased by each Eligible Employee who elects to participate in an
         offering under the Plan;

         (a)      No Eligible Employee may purchase Shares during any one
                  offering pursuant to the Plan for an aggregate purchase price
                  (which shall be computed on an annual basis in the event the
                  Purchase Period is more or less than 12 months) in excess of
                  20 percent of his Annual Pay; and

         (b)      No Eligible Employee shall be granted an option to purchase
                  Shares under the Plan if such Eligible Employee immediately
                  after such option is granted, owns stock or holds options to
                  purchase stock possessing five percent or more of the total
                  combined voting power or value of the capital stock of the
                  Company or of any Subsidiary; and

         (c)      No Eligible Employee may be granted an option to purchase
                  Shares which permits his right to purchase Stock under the
                  Plan and all other stock option plans of the Company and of
                  any Subsidiary pursuant to Section 423 of the Code to accrue
                  at a rate which exceeds in any one calendar year $25,000 of
                  the fair market value of such Stock (determined on the date
                  the option to purchase is granted).

                  An Eligible Employee may elect to purchase less than the
         number of Shares which he is entitled to elect to purchase.

10.      Stockholder Rights. Only upon the issuance of Shares to an Eligible
         Employee or his agent (and only in respect to such Shares purchased)
         shall an Eligible Employee obtain the rights of stockholders,
         including, without limitation, the right to vote the shares or receive
         dividends or other distributions thereon. The


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         Shares purchased will be issued as soon as practicable after the last
         day of the Purchase Period.

11.      Rights To Purchase Shares Not Transferable. An Eligible Employee's
         rights under his election to purchase Shares may not be sold, pledged,
         assigned or transferred in any manner otherwise than by will or the
         laws of descent and distribution. If this provision is violated the
         right of the Eligible Employee to purchase Shares shall terminate and
         the only right remaining under such Eligible Employee's election to
         purchase will be to have paid over to the person entitled thereto the
         amount then credited to the Eligible Employee's account.

12.      Cancellation of Election to Purchase. An Eligible Employee who has
         elected to purchase Shares may cancel his election in its entirety or
         may partially cancel his election by reducing the amount which he has
         authorized the Company to withhold from his pay for each payroll period
         during the Purchase Period. Any such full or partial cancellation shall
         be effective upon the delivery by the Eligible Employee of written
         notice of cancellation to the office or person designated to receive
         elections. Such notice of cancellation must be so delivered before the
         close of business on the last business day of the Purchase Period. If
         an Eligible Employee partially cancels his original election by
         reducing the amount authorized to be withheld from his pay, he shall
         continue to make installment payments at the reduced rate for the
         remainder of the Purchase Period. Only one partial cancellation may be
         made during a Purchase Period.

                  An Eligible Employee's rights upon the full or partial
         cancellation of his election to purchase Shares shall be limited to the
         following:

                  (a)      He may receive in cash, as soon as practicable after
                           delivery of the notice of cancellation, the amount
                           then credited to his account, except, in the case of
                           a partial cancellation, he must retain in his account
                           the cumulative installment payments made through the
                           date of cancellation until the end of the Purchase
                           Period, or

                  (b)      He may have the amount credited to his account at the
                           time the cancellation becomes effective applied to
                           the purchase of the number of shares such amount will
                           then purchase at the end of the Purchase Period.

13.      Leave Of Absence Or Layoff. An Eligible Employee purchasing Stock under
         the Plan who is granted a leave of absence (including a military leave)
         or is laid off during the Purchase Period may at that time (on a form
         provided by the Company) elect one of the following:


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         (a)      He may suspend payments during the leave of absence, or, in
                  the case of a layoff, he may suspend payments for not more
                  than 90 days, but not in either case beyond the last month of
                  the Purchase Period, or

         (b)      He may cancel his election in accordance with Paragraph 12.

                  If Option (a) is elected, the Eligible Employee at the end of
         the suspension period must make up the deficiency in his account either
         by immediate lump sum payment or with installment payments so that,
         assuming the maximum purchase price per share, payment for the maximum
         number of Shares covered by his option will be completed in the last
         month of the Purchase Period. If the Eligible Employee elects to make
         increased installment payments, he may, nevertheless, at any time make
         up his remaining deficiency by a lump sum payment.

                  If an Eligible Employee does not return to active service upon
         the expiration of his leave of absence or within 90 days from the date
         of his layoff, his election to purchase shall be deemed to have been
         canceled at the time of the leave of absence or layoff.

                  In no event shall an Eligible Employee be permitted to
         complete payment for any Shares after 27 months from the date of the
         commencement of the Subscription Period.

14.      Effect of Failure To Make Payments When Due. If in any payroll period,
         for any reason not set forth in Paragraph 13, an Eligible Employee who
         has filed an election to purchase Shares under the Plan has no pay or
         his pay is insufficient (after other authorized deductions) to permit
         deduction of his installment payment, such payment may be made in cash
         at the time. If not so made, the Eligible Employee, when his pay is
         again sufficient to permit the resumption of installment payments, must
         pay in cash the amount of the deficiency in his account or arrange for
         uniformly increased installment payments so that, assuming the maximum
         purchase price per share, payment for the maximum number of Shares
         covered by his option will be completed in the last month of the
         Purchase Period. If the Eligible Employee elects to make increased
         installment payments, he may, nevertheless, at any time make up the
         remaining deficiency by a lump sum payment.

                  Subject to the above and other provisions of the Plan
         permitting postponement, the Company may treat the failure by an
         Eligible Employee to make any payment as a cancellation of his election
         to purchase shares. Such cancellation will be affected by mailing
         notice to him at his last known business or home address. Upon such
         mailing, his only right will be to receive in cash the amount credited
         to his account.


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15.      Retirement and Disability. If an Eligible Employee who has elected to
         purchase Shares retires or becomes disabled within 3 months prior to
         the end of a Purchase Period, he may, by delivering written notice to
         the office or person designated to receive elections no later than the
         end of the Purchase Period, elect to:

         (a)      Have the amount credited to his account at the time of his
                  retirement or disability applied to the purchase of the number
                  of Shares such amount will purchase at the end of the Purchase
                  Period; or

         (b)      Make a lump sum payment in the amount of any deficiency for
                  the remaining portion of the Purchase Period; or

         (c)      Cancel his election to purchase Shares in accordance with the
                  provisions of Paragraph 12.

                  If no such notice is given within such period, the election
         will be deemed canceled as of the date of retirement or disability and
         the only right of the Eligible Employee will be to receive in cash the
         amount credited to his account. For purposes of the Plan, an Eligible
         Employee shall be considered to have retired if he terminates
         employment with the Company or a Subsidiary after having completed at
         least 10 years of continuous employment and attained age 55. An
         Eligible Employee shall be considered disabled if he becomes eligible
         for permanent and total disability benefits under the Company's
         long-term disability plan.

16.      Death. If an Eligible Employee, including a retired or disabled
         Eligible Employee described in Section 15, dies and has an election to
         purchase Shares in effect at the time of his death, the legal
         representative of the deceased Eligible Employee may, by delivering
         written notice to the office or person designated to receive elections
         no later than the end of the Purchase Period, elect to:

         (a)      Have the amount credited to the Participant's account at the
                  time of his death applied to the purchase of the number of
                  Shares such amount will purchase at the end of the Purchase
                  Period; or

         (b)      Make a lump sum payment in the amount of any deficiency for
                  the remaining portion of the Purchase Period; or

         (c)      Cancel the election to purchase Shares in accordance with the
                  provisions of Paragraph 12.

                  If no such notice is given within such period, the election
         will be deemed canceled as of the date of death, and the only right of
         such legal representative will be to receive in cash the amount
         credited to the deceased Eligible Employee's account.


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17.      Termination of Employment Other Than For Retirement, Disability Or
         Death. If an Eligible Employee's employment with the Company and all
         Subsidiaries and other affiliates of the Company is terminated for any
         reason other than retirement or disability within 3 months prior to the
         end of a Purchase Period or death prior to the end of the Purchase
         Period, his election to purchase shall thereupon be deemed canceled as
         of the date on which his employment ended. In such an event, no further
         payments under such election will be permitted, and the Eligible
         Employee's only right will be to receive in cash the amount credited to
         his account.

18.      Application of Funds. All funds received by the Company in payment for
         Shares purchased under the Plan and held by the Company at any time may
         be used for any valid corporate purpose.

19.      Governmental Approvals or Consents. The Plan shall not be effective
         unless it is approved by the stockholders of the Company within 12
         months after the Plan is adopted by the Board of Directors of the
         Company. The Plan and any offerings and sales to Eligible Employees
         under it are subject to any governmental approvals or consents that may
         be or become applicable in connection therewith. The Board of Directors
         of the Company may make such changes in the Plan and include such terms
         in any offering under the Plan as may be necessary or desirable, in the
         opinion of counsel, so that the Plan will comply with the rules and
         regulations of any governmental authority and so that Eligible
         Employees participating in the Plan will be eligible for tax benefits
         under the United States Internal Revenue Code or the laws of any state.