Excellent find.  I hadn't really paid much attention to the CEO's letter.  We
may want to point this out.  Kind of an uncertainty as to whether it would
happen or not and what the impact would due to HD's cost structure, i.e. boost
lease payments, loss of control over assets, move assets off-balance sheet 
which
could affect debt covenants...

**********************************************
Mark D. Guinney, CFA
Consultant
Watson Wyatt Investment Consulting
345 California Street, Ste. 1400
San Francisco, CA  94104
(415) 733-4487 ph.
(415) 733-4190 fax


____________________Reply Separator____________________
Subject:    Re: Re[2]: Re[2]: Home Depot Memo - Revised
Author: Jeff.Dasovich@enron.com
Date:       02/08/2001 3:16 PM

"In addition, we are pursuing sale-and-leaseback negotitations for an
aggregate of approximately $50 million for ten of our stores.  These
sources of additional funds, along with internally generated cash flow
(what internally generated cash flow???), will provide us with an ample
financial foundation to continue to underwrite our growth over the next
several years."

Exhibit 4, "A Letter to Our Shareholders."  Top of second column of page.

Best,
Jeff




"Mark Guinney"

<Mark_Guinney@watson        To:     "Jeff.Dasovich@enron.com
"
wyatt.com>                  <Jeff.Dasovich@enron.com>

cc:

02/08/2001 09:51 AM         Subject:     Re[2]: Re[2]: Home
Depot Memo -
Revised






Where are you getting this $50m figure?

**********************************************
Mark D. Guinney, CFA
Consultant
Watson Wyatt Investment Consulting
345 California Street, Ste. 1400
San Francisco, CA  94104
(415) 733-4487 ph.
(415) 733-4190 fax


____________________Reply Separator____________________
Subject:    Re: Re[2]: Home Depot Memo - Revised
Author: Jeff.Dasovich@enron.com
Date:       02/08/2001 1:32 PM

I was thinking that it gives them $50M up front (the sale), and then
they'll only have to make installment payments for the leases.