EXHIBIT 4.2

Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company, a New York corporation  ("DTC"),  to Lowe's Companies,
                                                   -------
Inc. or its agent for  registration  of transfer,  exchange or payment,  and any
certificate  issued is  registered  in the name of Cede & Co.  or to such  other
entity or in such other name as is requested by an authorized  representative of
DTC (and any payment  hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.





                             LOWE'S COMPANIES, INC.

                                  7 1/2% NOTES
                              DUE DECEMBER 15, 2005


                                 GLOBAL SECURITY
                                 ---------------
                                                      CUSIP No. 548661 CC 9
No. R
                                                               $________________

                                                      Original Principal Amount


         Lowe's Companies, Inc., a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Company", which term
includes any successor Person under the Indenture  hereinafter referred to), for
value received, hereby promises to pay to Cede & Co.


                                    SPECIMEN


or its registered assigns,  the principal sum of $______________ on December 15,
2005, at the office or agency of the Company  referred to below, in such coin or
currency  of the  United  States of  America  as at the time of payment is legal
tender for the payment of public and private debts,  and to pay interest thereon
in like  coin or  currency  from  December  15,  2000,  or from the most  recent


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<PAGE>

Interest  Payment  Date on which  interest has been paid or duly  provided  for,
semi-annually  in arrears on June 15 and  December  15 in each year,  commencing
June 15,  2001,  at the rate of 7 1/2% per annum until the  principal  hereof is
paid or made  available for payment,  and (to the extent lawful) to pay interest
at the same rate per  annum on any  overdue  principal  and  premium  and on any
overdue installments of interest until paid.

         The interest so payable,  and punctually  paid or duly provided for, on
any Interest  Payment Date,  as provided in the Amended and Restated  Indenture,
dated as of December 1, 1995 (as supplemented and amended from time to time, the
"Indenture") between the Company and Bank One, N.A., formerly known as The First
National  Bank of  Chicago,  as trustee  (the  "Trustee"),  shall be paid to the
Person in whose name this Note is  registered  at the close of  business  on the
Regular Record Date for such  interest,  which shall be the June 1 or December 1
(whether  or not a  Business  Day),  as the case  may be,  next  preceding  such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith  cease to be payable to the Person in whose name this Note is
registered  on such Regular  Record Date and may either be paid to the Person in
whose name this Note is registered at the close of business on a Special  Record
Date for the  payment of such  Defaulted  Interest  to be fixed by the  Trustee,
notice  whereof  shall  be given  to the  Person  in  whose  name  this  Note is
registered  not less than ten days prior to such Special Record Date, or be paid
at any time in any  other  lawful  manner,  all as more  fully  provided  in the
Indenture.

         This Note is a "book-entry" note and is being registered in the name of
Cede & Co. as  nominee  of The  Depository  Trust  Company  ("DTC"),  a clearing
agency.  Subject  to the  terms of the  Indenture,  this  Note will be held by a
clearing  agency  or its  nominee,  and  beneficial  interests  will  be held by
beneficial  owners through the book-entry  facilities of such clearing agency or
its  nominee in minimum  denominations  of $1,000  and  increments  of $1,000 in
excess thereof.

         As long as this Note is  registered  in the name of DTC or its nominee,
the Trustee will make payments of principal of and interest on this Note by wire
transfer of immediately  available funds to DTC or its nominee.  Notwithstanding
the above,  the final  payment on this Note will be made after due notice by the
Trustee of the pendency of such payment and only upon presentation and surrender
of this Note at its  principal  corporate  trust office or such other offices or
agencies  appointed  by the  Trustee for that  purpose and such other  locations
provided in the Indenture.

         Payments of  principal  of (and  premium,  if any) and interest on this
Note will be made at the  office or agency of the  Company  maintained  for that
purpose  in the  Borough  of  Manhattan,  The City of New York,  in such coin or
currency  of the  United  States of  America  as at the time of payment is legal
tender for payments of public and private debts; provided,  however, that at the
                                                 ---------  --------
option of the  Company  payment of interest  may be made by check  mailed to the
address  of the Person  entitled  thereto as such  address  shall  appear in the
Security Register.

         This Note is one of a duly  authorized  issue of notes of the  Company,
designated  7 1/2%  Notes due  December  15,  2005  (the  "Notes"),  limited  in
aggregate  principal  amount at any time  Outstanding  to FIVE  HUNDRED  MILLION
DOLLARS  ($500,000,000)  which may be issued under the  Indenture.  Reference is
hereby  made to the  Indenture  and all  indentures  supplemental  thereto for a
statement of the respective rights,  limitations of rights, duties,  obligations


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<PAGE>

and  immunities  thereunder  of the Company,  the Trustee and the Holders of the
Notes, and the terms upon which the Notes are, and are to be,  authenticated and
delivered.  All terms used in this Note that are defined in the Indenture  shall
have the meanings assigned to them in the Indenture.

         The Notes do not have the benefit of any sinking fund  obligations  and
shall not be  redeemable at the option of the Company or repayable at the option
of the Holder prior to maturity.

         If an Event of Default shall occur and be continuing,  the principal of
all the Notes may be declared  due and payable in the manner and with the effect
provided in the Indenture.

         The Indenture contains provisions for defeasance at any time of (a) the
entire  indebtedness of the Company under this Note and (b) certain  restrictive
covenants  and the  related  defaults  and Events of Default  applicable  to the
Company,  in each case, upon  compliance by the Company with certain  conditions
set forth in the Indenture, which provisions apply to this Note.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the Notes  under the  Indenture  at any
time by the  Company,  the Trustee with the consent of the Holders of a majority
in  aggregate  principal  amount  of the  Notes  at the  time  Outstanding.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages in aggregate  principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all Notes,  to waive  compliance by the Company with
certain  provisions  of the  Indenture  and  certain  past  Defaults  under  the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this Note shall be  conclusive  and binding upon such Holder and upon all future
Holders of this Note and of any Note  issued upon the  registration  of transfer
thereof or in exchange  herefor or in lieu  hereof,  whether or not  notation of
such consent or waiver is made upon this Note.

         No reference  herein to the Indenture and provisions of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the principal of (and premium,  if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the  Indenture  and  subject to certain  limitations  on
transfer  of this  Note by DTC or its  nominee,  the  transfer  of this  Note is
registrable  in  the  Security  Register,   upon  surrender  of  this  Note  for
registration  of  transfer at the office or agency of the Company in the Borough
of  Manhattan,  The City of New York,  duly  endorsed  by, or  accompanied  by a
written  instrument of transfer in the form attached hereto duly executed by the
Holder hereof or his attorney duly  authorized in writing,  and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal
amount, shall be issued to the designated transferee or transferees.

         The Notes are issuable  only in  registered  form in  denominations  of
$1,000 and any  integral  multiple  thereof.  As provided in the  Indenture  and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes of different authorized denomination,
as requested by the Holder surrendering the same.



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<PAGE>

         No service charge shall be made for any such  registration  of transfer
or exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company,  the Trustee and any agent of the Company, or the Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be  overdue,  and none of the  Company,  the
Trustee or any such agent shall be affected by notice to the contrary.

         Interest on this Note shall be computed on the basis of a 360-day  year
of twelve 30-day months.

         The  Company  shall  furnish  to any  Holder of  record of Notes,  upon
written request and without charge, a copy of the Indenture.

         The  Indenture and this Note each shall be governed by and construed in
accordance  with the laws of the State of New York without  regard to principles
of conflicts of law.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee by manual signature,  this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                       4
<PAGE>
         IN WITNESS WHEREOF,  LOWE'S COMPANIES,  INC. has caused this Note to be
signed by a duly  elected  or  appointed,  qualified  and  serving  officer  and
attested by a duly elected or appointed, qualified and serving officer.

                                         LOWE'S COMPANIES, INC.

                                         SPECIMEN

                                         By.....................................
                                             Name:  Marshall A. Croom
                                             Title: Vice President and Treasurer

Dated:  December 15, 2000




Attest:..................................
         Name:  Jeffrey E. Gray
         Title: Assistant Secretary


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED
TO IN THE WITHIN-MENTIONED INDENTURE.

                                    BANK ONE, N.A.,
                                       as Trustee


                                    By..........................................
                                                      Authorized Officer


                                       5
<PAGE>

                                  ABBREVIATIONS

         The following  abbreviations,  when used in the inscription on the face
of this  Note,  shall be  construed  as  though  they were  written  out in full
according to applicable laws or regulations:



TEN COM - tenants in common
TEN ENT - tenants by the entireties
JT TEN - joint tenants with right of  survivorship  and not as tenants in common
CUST - Custodian
U/G/M/A or UNIF GIFT MIN ACT - Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.



                                       6
<PAGE>

                                FORM OF TRANSFER

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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------------------------------------------------------------------------------
            (Please print or typewrite name and address of assignee)

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     (Please insert Social Security or other identifying Number of Assignee)

the within Note of Lowe's Companies, Inc. and does hereby irrevocably constitute
and appoint ___________________________________________________________________,
Attorney,  to  transfer  the said Note on the books of the within  named  Lowe's
Companies, Inc., with full power of substitution in the premises.

Dated: __________________________


                              ___________________________________________

                              NOTICE:  The  signature  to this  assignment  must
                              correspond  with the name as written upon the face
                              of  this   Note  in   every   particular   without
                              alteration or enlargement or any change whatever.


___________________________________
SIGNATURE GUARANTEED:
The signature must be guaranteed by
a member of the Securities Transfer
Agents Medallion Program.
Notarized or witnessed signatures
are not acceptable.

                                       7
<PAGE>
                              PAYMENT INSTRUCTIONS


         The assignee should include the following for purposes of payment:

         Payment shall be made, by wire  transfer or otherwise,  in  immediately
available    funds,   to    _______________________,    for   the   account   of
___________________,  account number  _____________,  or, if mailed by check, to
_________________________. Applicable reports and statements should be mailed to
_____________________.  This information is provided by ___________________, the
assignee named above, or ______________________________, as its agent.



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