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<SEC-DOCUMENT>0000060667-97-000013.txt : 19970428
<SEC-HEADER>0000060667-97-000013.hdr.sgml : 19970428
ACCESSION NUMBER:		0000060667-97-000013
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	19970131
FILED AS OF DATE:		19970425
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LOWES COMPANIES INC
		CENTRAL INDEX KEY:			0000060667
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211]
		IRS NUMBER:				560578072
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07898
		FILM NUMBER:		97587320

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 1111
		CITY:			NORTH WILKESBORO
		STATE:			NC
		ZIP:			28656
		BUSINESS PHONE:		9196514000

	MAIL ADDRESS:	
		STREET 1:		PO BOX 1111
		CITY:			NORTH WILKESBORO
		STATE:			NC
		ZIP:			28656
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<TEXT>

                   SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                              FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 [FEE REQUIRED]
             For the fiscal year ended January 31, 1997
                                  OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from               to 

                   Commission file number  0-94

                        LOWE'S COMPANIES, INC.
        (Exact name of registrant as specified in its charter)

              NORTH CAROLINA                      56-0578072
    (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)          identification No.)

      P. 0. BOX 1111, NORTH WILKESBORO, N.C.           28656-0001
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (910) 658-4000

Securities registered pursuant to Section 12(b) of the Act:

              Title of Each Class        Name of Each Exchange on
                                         Which Registered
          Common Stock $.50 Par Value    New York Stock Exchange
                                         Pacific Stock Exchange
                                         The Stock Exchange (London)

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such report(s), and (2) has been subject to 
such filing requirements for the past 90 days. 
Yes x , No   .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of the registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [  ] 

State the aggregate market value of the voting stock held by non-affiliates of 
the registrant as of April 4, 1997:   
$5,463,773,846.

Indicate the number of shares outstanding of each of the registrant's classes 
of common stock, as of the latest practicable date.

Class:  COMMON STOCK, $.50 PAR VALUE, Outstanding at April 4, 1997:  
173,382,339 shares.

                   Documents Incorporated by Reference
Annual Report to Security Holders for fiscal year ended January 31, 1997: 
Parts I and II. With the exception of specifically referenced information, the 
Annual Report to Security Holders for the fiscal year ended January 31, 1997 
is not to be deemed filed as part of this report. Proxy Statement for Annual 
Meeting filed April 11, 1997:  Part III.


                                    Part I

Item 1 - Business

       Reference is made to "Lowe's Profile" and table on the inside back 
       cover and to pages 1, 2, 3, 12 and 13 of the Annual Report to Security
       Holders for fiscal year ended January 31, 1997.


Item 2 -  Properties

       At January 31, 1997, the Company operated 402 stores with a total of 
       30.4 million square feet of selling space. The current prototype large 
       store is a 100,000 square foot sales floor unit for smaller markets and 
       a 114,000 square foot sales floor unit for medium and larger markets, 
       each with a lawn and garden center comprising approximately 34,000 
       additional square feet.  The Company also operates five distribution 
       centers and twelve smaller support facilities, four of which are reload 
       centers only for lumber and building commodities.

       Reference is also made to the map and table on the inside back cover 
       and to notes 1, 4, 6 and 13 on pages 28, 29, 30 and 35 of the Annual 
       Report to Security Holders for fiscal year ended January 31, 1997.

Item 3 -  Legal Proceedings

       Reference is made to Note 14 on page 35 of the Annual Report to 
       Security Holders for fiscal year ended January 31, 1997.

Item 4 -  Submission of Matters to a Vote of Security Holders

       Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K, the following list is 
included as an unnumbered item in Part I of this Report in lieu of being 
included in the Proxy Statement for the Annual Meeting of Stockholders to be 
held on May 30, 1997.

The following is a list of names and ages of all of the executive officers of 
the registrant indicating all positions and offices with the registrant held 
by each such person and each person's principal occupations or employment 
during the past five years.


Robert L. Tillman, 53
     President and Chief Executive Officer since 1996;  Senior Executive Vice 
     President and Chief Operating Officer, 1994 - 1996;  Executive Vice 
     President, Merchandising, 1991-1994;  Senior Vice President, 
     Merchandising, 1989-1991.

Robert L. Strickland, 66
     Chairman of the Board since 1978.


Gregory M Bridgeford, 42
Senior Vice President and General Merchandise Manager since 1996; Vice 
President and General Merchandise Manager, 1994 - 1996; Vice President, 
Merchandising, 1989 - 1994.

Richard D. Elledge, 55
     Senior Vice President and Chief Accounting Officer since 1996; Vice 
     President and Chief Accounting Officer, 1981 - 1996;  Assistant Secretary 
     since 1991.

Lee Herring, 43
     Senior Vice President, Logistics since 1996; Vice President, Logistics, 
     1993 - 1996;  Vice President, Merchandising, 1985 - 1993.

William L. Irons, 53
     Senior Vice President, Management Information Services since 1992;  
     Partner, Ernst & Young, 1987 - 1992.

W. Cliff Oxford, 45
     Senior Vice President, Corporate and Human Development since 1996;  
     Senior Vice President, Corporate Relations, 1994 - 1996;  Vice President, 
     Corporate Relations, 1984 - 1994.

Dale C. Pond, 51
     Senior Vice President, Marketing since 1993; Senior Vice President, 
     Marketing and New Business Development, Home Quarters Warehouse, Inc., 
     1991 - 1993.

David E. Shelton, 50
     Senior Vice President, Real Estate/Engineering and Construction since 
     1997;  Vice President, Store Operations, 1995 - 1997;  Vice President, 
     Sales Operations, 1992 - 1995;  Vice President, Training, 1986 - 1992.

Larry D. Stone, 45
     Executive Vice President, Store Operations since 1996; Senior Vice 
     President, Sales Operations, 1995 - 1996;  Vice President, General 
     Merchandising, 1992 - 1995; Vice President, Store Merchandising, 1989 - 
     1992.

William C. Warden, Jr., 44
     Executive Vice President, General Counsel, Chief Administrative Officer 
     and Secretary since 1996;  Senior Vice President, General Counsel and 
     Secretary, 1993 - 1996;  Assistant Secretary 1985 - 1993;  Partner, 
     McElwee, McElwee & Warden which served as General Counsel for the 
     Company, 1979 - 1993.

Gregory J. Wessling, 45
     Senior Vice President and General Merchandise Manager since 1996; Vice 
     President and General Merchandise Manager, 1994 - 1996; Vice President, 
     Merchandising, 1989 - 1994.



Thomas E. Whiddon, 44
     Executive Vice President and Chief  Financial Officer since 1996;  Senior 
     Vice President and Chief  Financial Officer, 1995 - 1996 and Senior Vice 
     President and Treasurer, 1994 - 1995, Zale Corporation;  Vice President 
     and Treasurer,  Eckerd Corporation, 1986 - 1994;  Partner, KPMG, Peat 
     Marwick, 1984 - 1986.


                                    Part II

Item 5 -Market for the Registrant's Common Stock and Related Security Holder 
         Matters.

         The principal market for trading in Lowe's common stock is the New 
         York Stock Exchange, Inc. (NYSE). Lowe's common stock is also listed 
         on the Pacific Exchange in the United States and the Stock Exchange 
         in London.  The ticker symbol for Lowe's is LOW.  As of January 31, 
         1997, there were 11,460 holders of record of Lowe's common stock. The 
         table, "Lowe's Quarterly Stock Price Range and Cash Dividend 
         Payment", on page 38 of the Annual Report to Security Holders for 
         fiscal year ended January 31, 1997 sets forth, for the periods 
         indicated, the high and low sales prices per share of the common 
         stock as reported by the NYSE Composite Tape, and the dividends per 
         share declared on the common stock during such periods.  The Company 
         is party to certain agreements which may limit its ability to declare 
         dividends under certain circumstances.

         Reference is also made to notes 11 and 12 on pages 33 and 34 of the 
         Annual Report to Security Holders for fiscal year ended January 31, 
         1997.

Item 6 -Selected Financial Data

         Reference is made to page 37 of the Annual Report to Security Holders 
         for fiscal year ended January 31, 1997.

Item 7 -Management's Discussion and Analysis of Financial Condition and 
         Results of Operations.

         Reference is made to "Management's Discussion and Analysis of 
         Financial Condition and Results of Operations" on pages 21 and 22 of 
         the Annual Report to Security Holders for fiscal year ended January 
         31, 1997.

Item 8 -Financial Statements and Supplementary Data

         Reference is made to the "Independent Auditors' Report" on page 20 
         and to the financial statements and notes thereto on pages 25 through 
         36, and to the "Selected Quarterly Data" on page 37 of the Annual 
         Report to Security Holders for fiscal year ended January 31, 1997.

Item 9 - Disagreements on Accounting and Financial Disclosure

         Not applicable.


                                    Part III

Item 10 - Directors and Executive Officers of the Registrant

          Reference is made to "Lowe's Board of Directors" on pages 18 and 19 
          of the Annual Report to Security Holders for fiscal year ended 
          January 31, 1997, and to Part I - Executive Officers of the 
          Registrant.

Item 11 - Executive Compensation

          Reference is made to "Compensation of Executive Officers", 
          "Option/SAR Grants in Last Fiscal Year", "Aggregated Option/SAR 
          Exercises in Last Fiscal Year and Fiscal Year-end Option/SAR 
          Values", and "Long-term Incentive Plans - Awards in Last Fiscal 
          Year" included in the definitive Proxy Statement which was filed, 
          pursuant to regulation 14A with the SEC on April 11, 1997, and which 
          sections are hereby incorporated by reference.

          The Company's Executive Compensation Program is comprised of the 
          following elements:

Base Salary

      Salaries for Executive Officers are established on the basis of the 
qualifications and experience of the executive, the nature of the job 
responsibilities and salaries for competitive positions in the retailing 
industry.

      Executive Officers' base salaries are reviewed annually and are approved 
by the Committee.  Salaries of Executive Officers are compared with those of 
comparable executive positions in the retailing industry throughout the United 
States.  The Committee uses the median level of base salary as a guideline, in 
conjunction with the executive's performance and qualifications, for 
establishing salary levels.

1994 Incentive Plan

      The 1994 Incentive Plan was adopted to attract, motivate, retain and 
reward the executives whose leadership and performance are critical to the 
Company's success in enhancing shareholder value, to place further emphasis on 
executive ownership of Company Stock and to assure deductibility of executive 
compensation for federal and state income tax purposes.

      The 1994 Incentive Plan authorizes the grant of stock options.  The 
option price cannot be less than the market price of the Company's Common 
Stock on the date on which the option is granted.  Consequently, stock options 
granted under the 1994 Incentive Plan measure performance and create 
compensation solely on the basis of the appreciation in the price of the 
Company's Common Stock.

      Stock appreciation rights (STARs) also may be granted under the 1994 
Incentive Plan.  STARs entitle the recipient to receive a cash payment based 
on the appreciation in the Company's Common Stock following the date of the 
award and, accordingly, measure performance and create compensation only if 
the price of the Company's Common Stock appreciates.  

      Company Common Stock also may be issued under stock awards pursuant to 
the 1994 Incentive Plan.  All stock awards made through January 31, 1996, were 
performance accelerated restricted stock (PARS) awards which provide that the 
shares are subject to forfeiture and are nontransferable for seven years 
following the award.  Accelerated vesting is permitted if the Company achieves 
certain financial objectives during the three- and five-year periods following 
the award.

      Stock awards made as of January 31, 1997, include both PARS and 
Performance Stock Awards.  The President/Chief Executive Officer, the 
Chairman, and members of the President's staff were granted Performance Stock 
shares.  Other eligible senior and middle managers were granted PARS awards.  
The Performance Share awards are subject to forfeiture and are nontransferable 
unless the Company achieves specific performance objectives at the end of a 
three-year period.  The PARS awards are subject to forfeiture and are 
nontransferable for five years following the award.  Accelerated vesting is 
permitted if the Company achieves certain financial objectives during the 
three- and four-year periods following the award.

      The Management Bonus Program is the final component of the 1994 
Incentive Plan.  The Management Bonus Program provides bonus opportunities 
which can be earned upon achievement by the Company of preset annual financial 
goals.  No bonuses are paid if performance is below the threshold level of 
corporate profitability.  Additional bonus amounts are earned on a 
proportionate scale up to 100% of the stated bonus opportunity if the preset 
financial goals are met.  Maximum bonuses were paid for the year ended January 
31, 1995, because the Company's financial results exceeded the preset 
performance goals.  A partial bonus equal to 25.669% of the basic bonus 
opportunity was paid for the year ended January 31, 1996, because financial 
results exceeded the minimum performance threshold but were below the goals 
established for full bonus payment.  Maximum bonuses were again paid for the 
year ended January 31, 1997, because the Company's financial performance 
exceeded the preset performance goals.

Proposed 1997 Incentive Plan

      The 1997 Incentive Plan was approved by the Compensation Committee and 
the Company's Board of Directors on December 6, 1996, and is submitted for 
shareholder approval.  The purpose of the 1997 Incentive Plan is to provide 
authorized shares to continue the objectives of the 1994 Incentive Plan:  to 
attract, motivate, retain, and reward the executives whose leadership and 
performance are critical to the Company's success in enhancing shareholder 
value, to place further emphasis on executive ownership of Company Stock, and 
to assure deductibility of executive compensation for federal and state income 
tax purposes.

Benefit Restoration Plan

      The Benefit Restoration Plan was adopted by the Company in May 1990, to 
provide qualifying executives with benefits equivalent to those received by 
all other employees under the Company's basic qualified employee retirement 
plans.  Qualifying executives are those executives whose annual additions and 
other benefits, as normally provided to all participants under those qualified 
plans, would be curtailed by  Internal Revenue Code restrictions, and who are 
selected by the Committee to participate in the Plan.  The Benefit Restoration 
Plan benefits are determined annually.  Participating executives may elect 
annually to defer benefits or to receive a current cash payment.

Other Compensation

      The Company's Executive Officers participate in the various qualified 
and non-qualified employee benefit plans sponsored by the Company.  The 
Company makes only nominal use of perquisites in compensating its Executive 
Officers.


Item 12 - Security Ownership of Certain Beneficial Owners and Management

          Reference is made to "Security Ownership of Certain Beneficial 
          Owners and Management" included in the definitive Proxy Statement 
          which was filed pursuant to regulation 14A, with the SEC on April 
          11,1997, and is hereby incorporated by reference.



Item 13 - Certain Relationships and Related Transactions

          Reference is made to "Information About the Board of Directors and 
          Committees of the Board", "Certain Relationships and Related 
          Transactions" included in the definitive Proxy Statement which was 
          filed, pursuant to regulation 14A, with the SEC on April 11,1997, 
          and is hereby incorporated by reference.


                                    Part IV

Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K

      a)  1. Financial Statements
             Reference is made to the following items and page numbers 
             appearing in the Annual Report to Security Holders for fiscal 
             year ended January 31, 1997:

                                      Pages
             Independent Auditors' Report                                   20

             Consolidated Statements of Current and Retained Earnings 
             for each of the fiscal years in the three year period 
             ended January 31, 1997                                         25

             Consolidated Balance Sheets at January 31, 1997, 
             1996 and 1995                                                  26

             Consolidated Statements of Cash Flows for each of the
             fiscal years in the three-year period ended
             January 31, 1997                                               27

             Notes to Consolidated Financial Statements for each
             of the fiscal years in the three-year period ended
             January 31, 1997                                            28-36

      a)  2. Financial Statement Schedules

             Schedules are omitted because of the absence of conditions under 
             which they are required or because information required is 
             included in financial statements or the notes thereto.



                                    Part IV

      a)  3. Exhibits

             (3.1)  Restated and Amended Charter (filed as exhibit 3(a) to the 
                    Company's Form 8-K dated July 5, 1994 and incorporated by 
                    reference herein).

             (3.2)  Bylaws, as amended.

             (4.1)  Rights Agreement dated as of September 9, 1988 between the 
                    Company and Wachovia Bank and Trust Co., N.A., as Rights 
                    Agent (filed as Exhibit 4.1 to the Company's Form 8-K 
                    dated September 9, 1988 and incorporated by reference 
                    herein).

            (10.1)  Lowe's Companies, Inc. 1985 Stock Option Plan (filed as 
                    Exhibit C to the Company's Proxy Statement dated May 31, 
                    1985 and incorporated by reference herein).

            (10.2)  Post Effective Amendment No. 1 to Lowe's Companies, Inc. 
                    1985 Stock Option Plan (filed on the Company's Form S-8 
                    dated June 23, 1987 (No. 33-2618) and incorporated by 
                    reference herein).

            (10.3)  Lowe's Companies, Inc. 1989 Non-Employee Directors' Stock 
                    Option Plan (filed as Exhibit A to the Company's Proxy 
                    Statement dated June 9, 1989 and incorporated by reference 
                    herein).

            (10.4)  Lowe's Companies, Inc. 1990 Benefit Restoration Plan 
                    (filed  as Exhibit 10.4 to the Company's Annual Report on 
                    Form 10-K for the year ended January 31, 1991, and 
                    incorporated by reference herein).

            (10.5)  Lowe's Companies, Inc. Stock Appreciation Incentive Plan 
                    (filed as Exhibit 10.5 to the Company's Annual Report on 
                    Form 10-K for the year ended January 31, 1992, and 
                    incorporated by reference herein).

            (10.6)  Indenture dated April 15, 1992 between the Company and 
                    Chemical Bank, as Trustee (filed as Exhibit 4.1 to the 
                    Company's Registration Statement on Form S-3 (No. 33-
                    47269) and incorporated by reference herein).

            (10.7)  Indenture dated July 22, 1994 between the Company and 
                    Wachovia Bank of North Carolina, N.A., as Trustee (filed 
                    as Exhibit 4.1 to the Company's Registration Statement on 
                    Form S-3 (No. 33-64560) and incorporated by reference 
                    herein).

            (10.8)  Form of Indenture between the Company and Chemical Bank, 
                    as Trustee (filed as Exhibit 4.1 to the Company's 
                    Registration Statement on Form S-3 (No. 33-51865) and 
                    incorporated by reference herein).

            (10.9)  Form of Indenture between the Company and Wachovia Bank of 
                    North Carolina, N.A., as Trustee (filed as Exhibit 4.2 to 
                    the Company's Registration Statement on Form S-3 (No. 33-
                    51865) and incorporated by reference herein).

            (10.10) Lowe's Companies, Inc. Director's Stock Incentive Plan 
                    (filed on the Company's Form S-8 dated July 8, 1994 (No. 
                    33-54497) and incorporated by reference herein).

            (10.11) Lowe's Companies, Inc. 1994 Incentive Plan (filed on the 
                    Company's Form S-8 dated July 8, 1994 (No. 33-54499) and 
                    incorporated by reference herein).

            (10.12) Release and Separation Agreement dated November 9, 1995, 
                    between the Company and Harry B. Underwood II (filed as 
                    Exhibit 10 to the Company's Quarterly Report on Form 10-Q 
                    for the period ended October 31, 1995, and incorporated by 
                    reference herein).

            (10.13) Amended and Restated Indenture, dated as of December 1, 
                    1995, between the Company and First National Bank of 
                    Chicago, as Trustee (filed as Exhibit 4.1 on Form 8-K 
                    dated December 15, 1995, and incorporated by reference 
                    herein).

            (10.14) Form of the Company's 6 3/8 % Senior Note due December 15, 
                    2005 (filed as Exhibit 4.2 on Form 8-K dated December 15, 
                    1995, and incorporated by reference herein).

            (10.15) Form of Subordinated Indenture between the Company and The 
                    Bank of New York, Trustee (filed as Exhibit 4.2 to the 
                    Company's Registration Statement on Form S-3 (No. 333-
                    14257) and incorporated by reference herein).

             (11)   Computation of per share earnings.

             (12)   Statement re computation of ratios

             (13)   Annual Report to Security Holders for fiscal year ended 
                    January 31, 1997.

             (21)   List of Subsidiaries.

             (23)   Consent of Deloitte & Touche LLP

             (27)   Financial Data Schedule

b)   Reports on Form 8-K

     There were no reports on Form 8-K filed by the registrant during the last 
     quarter of the period covered by this report.




                                    Part IV

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

                                               /s/ Lowe's Companies, Inc.
                                                   Lowe's Companies, Inc.

     April 25, 1997             By              /s/ Robert L. Tillman
                                                    Robert L. Tillman
         Date                               President, Chief Executive Officer
                                                      and Director

     April 25, 1997              By:            /s/ Thomas E. Whiddon
         Date                                       Thomas E. Whiddon
                                                 Executive Vice President
                                                and Chief Financial Officer

     April 25, 1997              By:            /s/ Richard D. Elledge
         Date                                       Richard D. Elledge
                                                   Senior Vice President,
                                                and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

    
                             Chairman of the Board of
  /s/ Robert L. Strickland    Directors and Director             4/25/97 
      Robert L. Strickland                                        Date
                                                                      
                            President, Chief Executive
  /s/ Robert L. Tillman        Officer and Director              4/25/97
      Robert L. Tillman                                           Date

                                                                        
                                     Director                           
      William A. Andres                                           Date

  /s/ John M. Belk                   Director                    4/25/97
      John M. Belk                                                Date

  /s/ Carol A. Farmer                Director                    4/25/97
      Carol A. Farmer                                             Date

  /s/ Paul Fulton                    Director                    4/25/97
      Paul Fulton                                                  Date

                                     Director                            
      James F. Halpin                                              Date

  /s/ Leonard G. Herring             Director                    4/25/97
      Leonard G. Herring                                           Date

  /s/ Petro Kulynych                 Director                    4/25/97
      Petro Kulynych                                               Date

                                     Director
      Russell B. Long                                              Date

  /s/ Claudine B. Malone             Director                     4/25/97
      Claudine Malone                                              Date

  /s/ Robert G. Schwartz             Director                     4/25/97
      Robert G. Schwartz                                           Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<TEXT>

EXHIBIT 3.2
                               BYLAWS OF

                         LOWE'S COMPANIES, INC.

                   As Amended and Restated March 28, 1997
                                 INDEX

ARTICLE I. OFFICES                                          1

ARTICLE II. SHAREHOLDERS                                    1

     SECTION 1.     ANNUAL MEETING                          1
     SECTION 2.     SPECIAL MEETINGS                        1
     SECTION 3.     PLACE OF MEETING                        1
     SECTION 4.     NOTICE OF MEETING                       2
     SECTION 5.     CLOSING OF TRANSFER BOOKS OR
                     FIXING OF RECORD DATE                  2
     SECTION 6.     VOTING LISTS                            2
     SECTION 7.     QUORUM                                  3
     SECTION 8.     PROXIES                                 3
     SECTION 9.     VOTING OF SHARES                        3
     SECTION 10.    CONDUCT OF MEETINGS                     3

ARTICLE III. BOARD OF DIRECTORS                             5

     SECTION 1.     GENERAL POWERS                          5
     SECTION 2.     NUMBER, TENURE AND QUALIFICATIONS       5
     SECTION 3.     FOUNDING DIRECTOR                       5
     SECTION 4.     DIRECTOR EMERITUS                       5
     SECTION 5.     QUARTERLY MEETINGS                      5
     SECTION 6.     SPECIAL MEETINGS                        5
     SECTION 7.     NOTICE                                  6
     SECTION 8.     QUORUM                                  6
     SECTION 9.     MANNER OF ACTING                        6
     SECTION 10.    VACANCIES                               6
     SECTION 11.    COMPENSATION                            6
     SECTION 12.    PRESUMPTION OF ASSENT                   6
     SECTION 13.    ACTION WITHOUT MEETING                  6
     SECTION 14.    INFORMAL ACTION BY DIRECTORS            7
     SECTION 15.    COMMITTEES GENERALLY                    7
     SECTION 16.    EXECUTIVE COMMITTEE                     7
     SECTION 17.    AUDIT COMMITTEE                         8
     SECTION 18.    COMPENSATION COMMITTEE                  8
     SECTION 19.    GOVERNANCE COMMITTEE                    8
     SECTION 20.    GOVERNMENT/LEGAL AFFAIRS COMMITTEE      8
     SECTION 21.    SALARY ADMINISTRATION; DIRECTORS
                     COMPENSATION                           8

ARTICLE IV. INDEMNIFICATION                                 9

     SECTION 1.    INDEMNIFICATION                          9
     SECTION 2.    LIMITATION ON INDEMNIFICATION            9
     SECTION 3.    BOARD DETERMINATION                      9
     SECTION 4.    RELIANCE                                 9
     SECTION 5.    AGENTS AND EMPLOYEES                     9
     SECTION 6.    EXPENSES                                10
     SECTION 7.    INSURANCE                               10

ARTICLE V. OFFICERS                                        10

     SECTION 1.    TITLES                                  10
     SECTION 2.    ELECTION AND TERM OF OFFICE             10
     SECTION 3.    REMOVAL                                 10
     SECTION 4.    CHAIRMAN OF THE BOARD OF DIRECTORS      10
     SECTION 5.    PRESIDENT                               11
     SECTION 6.    VICE PRESIDENTS                         11
     SECTION 7.    SECRETARY                               11
     SECTION 8.    TREASURER                               11
     SECTION 9.    CONTROLLER                              11

ARTICLE VI. DEPARTMENTAL DESIGNATIONS                      11

     SECTION 1.    DEPARTMENTAL DESIGNATIONS               11

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER    12

     SECTION 1.     CERTIFICATES FOR SHARES                12
     SECTION 2.     TRANSFER OF SHARES                     12
     SECTION 3.     LOST CERTIFICATES                      12

ARTICLE VIII.  FISCAL YEAR                                 13

ARTICLE IX. DIVIDENDS                                      13

ARTICLE X. SEAL                                            13

ARTICLE XI.  WAlVER OF NOTICE                              13

ARTICLE XII. AMENDMENTS                                    13




                                BYLAWS

                                  OF

                         LOWE'S COMPANIES, INC.
                  As Amended and Restated March 28, 1997


                          ARTICLE I. OFFICES


              The principal and registered office of the corporation in 
the State of North Carolina shall be located in the City of North 
Wilkesboro, County of Wilkes. The corporation may have such other offices 
either within or without the State of North Carolina, as the Board of 
Directors may designate or the business of the corporation may require 
from time to time.


                    ARTICLE II.  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders 
shall be held on the last Friday in the month of May in each year, at an 
hour to be designated by the Chairman of the Board, for the purpose of 
electing directors and for the transaction of such other business as may 
come before the meeting. The meeting shall be held on the following 
business day at the same time in the event the last Friday in May shall 
be a legal holiday. If the annual meeting shall not be held on the day 
designated by this Section 1, a substitute annual meeting shall be called 
in accordance with the provisions of Section 2 of this Article II. A 
meeting so called shall be designated and treated for all purposes as the 
annual meeting.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders 
for any purpose or purposes may be called by the Chairman of the Board, 
the President, or by a  majority of the Board of Directors.

     SECTION 3. PLACE OF MEETING. The Board of Directors may designate 
any place, either within or without the State of North Carolina, as the 
place of meeting for any annual meeting or for any special meeting called 
by the Board of Directors. In the event the directors do not designate 
the place of meeting for either an annual or special meeting of the 
shareholders, the Chairman of the Board may designate the place of 
meeting. If the Chairman of the Board does not designate the place of 
meeting, the meeting shall be held at the offices of the corporation in 
North Wilkesboro, North Carolina. 

     SECTION 4. NOTICE OF MEETING. Written notice stating the place, day, 
and hour of the meeting and, in case of a special meeting, the purpose or 
purposes for which the meeting is called, shall be given not less than 10 
nor more than 60 days before the day of the meeting, by mail, by or at 
the direction of the Secretary, or the officer or persons calling the 
meeting, to each shareholder of record entitled to vote at such meeting. 
Such notice, when mailed, shall be deemed to be delivered when deposited 
in the United States mail, addressed to the shareholder at his address as 
it appears on the stock transfer books of the corporation, with postage 
thereon prepaid. When a meeting is adjourned it shall not be necessary to 
give any notice of the adjourned meeting other than by announcement at 
the meeting at which the adjournment is taken unless a new record date 
for the adjourned meeting is or must be fixed, in which event notice 
shall be given to shareholders as of the new record date.

     SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD
DATE. For the purpose of determining shareholders entitled to notice of 
or to vote at the meeting or any adjournment thereof, or shareholders 
entitled to receive payment of any dividend, or in order to make a 
determination of shareholders for any other proper purpose, the Board of 
Directors of the corporation may provide that the stock transfer books 
shall be closed for a stated period but not to exceed, in any case, 60 
days. If the stock transfer books shall be closed for the purpose of 
determining shareholders entitled to notice of or to vote at a meeting of 
shareholders, such books shall be closed for at least 10 days immediately 
preceding such meeting. In lieu of closing the stock transfer books, the 
Board of Directors may fix in advance a date as the record date for any 
such determination of shareholders, such date in any case to be not more 
than 70 days and, in case of a meeting of shareholders, not less than 10 
days prior to the date on which the particular action, requiring such 
determination of shareholders, is to be taken. If the stock transfer 
books are not closed and no record date is fixed for the determination of 
shareholders entitled to notice of or to vote at a meeting of 
shareholders, or of shareholders entitled to receive payment of a 
dividend, the date on which notice of the meeting is mailed or the date 
on which the resolution of the Board of Directors declaring such dividend 
is adopted, as the case may be, shall be the record date for such 
determination of shareholders. When a determination of shareholders 
entitled to vote at any meeting of shareholders has been made as provided 
in this Section 5, such determination shall apply to any adjournment 
thereof if the meeting is adjourned to a date not more than 120 days 
after the date fixed for the original meeting.


     SECTION 6. VOTING LISTS. The officer or agent having charge of the 
stock transfer books for shares of the corporation shall make before each 
meeting of shareholders a complete list of the shareholders entitled to 
vote at such meeting arranged in alphabetical order and by voting group 
(and within each voting group by class or series of shares), with the 
address of and the number of shares held by each. For a period beginning 
two business days after notice of the meeting is given and continuing 
through the meeting, this list shall be available at the corporation's 
principal office for inspection by any shareholder at any time during 
usual business hours. The list shall also be produced and kept open at 
the time and place of the meeting and shall be subject to the inspection 
of any shareholder during the whole time of the meeting. The original 
stock transfer books shall be prima facie evidence as to who are the 
shareholders entitled to examine such list or transfer books or to vote 
any meeting of shareholders.

     SECTION 7. QUORUM. Shares entitled to vote as a separate voting 
group may take action on a matter at a meeting if a quorum of that voting 
group exists with respect to that matter. In the absence of a quorum at 
the opening of any meeting of shareholders, the meeting may be adjourned 
from time to time by the vote of the majority of the votes cast on the 
motion to adjourn. A majority of the votes entitled to be cast on the 
matter by the voting group constitutes a quorum of that voting group for 
action on that matter. Once a share is represented for any purpose at a 
meeting, it is deemed present for quorum purposes for the remainder of 
the meeting and for any adjournment of the meeting unless a new record 
date is or must be set for the adjourned meeting. If a quorum exists, 
action on a matter (other than the election of directors) by a voting 
group is approved if the votes cast within the voting group favoring the 
action exceed the votes cast opposing the action, unless the Articles of 
Incorporation, a Bylaw adopted by the shareholders, or the North Carolina 
Business Corporation Act requires a greater number of affirmative votes.

     SECTION 8. PROXIES. At all meetings of shareholders, a shareholder 
may vote by proxy executed in writing by the shareholder or by his duly 
authorized attorney in fact. Such proxy shall be filed with the secretary 
of the corporation before or at the time of the meeting. No proxy shall 
be valid after 11 months from the date of its execution, unless
otherwise provided in the proxy. If a proxy for the same shares confers 
authority upon two or more persons and does not otherwise provide a 
majority of them present at the meeting or if only one is present at the 
meeting then that one may exercise all the powers conferred by the proxy; 
but if the proxy holders present at the meeting are divided as to the 
right and manner of voting in any particular case, and there is no 
majority, the voting of such shares shall be prorated.

     SECTION 9. VOTING OF SHARES. Except as otherwise provided by law, 
each outstanding share of capital stock of the corporation entitled to 
vote shall be entitled to one vote on each matter submitted to a vote at 
a meeting of shareholders. The vote of a majority of the shares voted on 
any matter at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders on that matter, unless the vote of a 
greater number is required by law or by the Articles of Incorporation or 
Bylaws. Voting on all substantive matters shall be by a ballot vote on 
that particular matter. Voting on procedural matters shall be by voice 
vote or by a show of hands unless the holders of one-tenth of the shares
represented at the meeting shall demand a ballot vote on procedural 
matters.

     SECTION 10. CONDUCT OF MEETINGS. At each meeting of the 
stockholders, the Chairman of the Board shall act as chairman and 
preside. In his absence, the Chairman of the Board may designate another 
officer or director to preside. The Secretary or an Assistant Secretary, 
or in their absence, a person whom the Chairman of such meeting shall
appoint, shall act as secretary of the meeting.

     At any meeting of stockholders, only business that is properly 
brought before the meeting may be presented to and acted upon by 
stockholders. To be properly brought before the meeting, business must be 
brought (a) by or at the direction of the Board of Directors or (b) by a 
stockholder who has given written notice of business he expects to bring 
before the meeting to the Secretary not less than 15 days prior to the 
meeting. If mailed, such notice shall be sent by certified mail, return 
receipt requested, and shall be deemed to have been given when received 
by the Secretary. A stockholder's notice to the Secretary shall set forth 
as to each matter the stockholder proposes to bring before the meeting 
(a) a brief description of the business to be brought before the meeting 
and the reasons for conducting such business at the meeting, (b) the name 
and address, as they appear on the corporation's books, of the 
stockholder proposing such business, (c) the class and number of shares 
of the corporation's stock beneficially owned by the stockholder, and (d) 
any material interest of the stockholder in such business. No business 
shall be conducted at a meeting of stockholders except in accordance with 
the procedures set forth in this Section 10. The chairman of a meeting of 
stockholders shall, if the facts warrant, determine and declare to the 
meeting that business was not properly brought before the meeting in 
accordance with the provisions of this Section 10, and if he should so 
determine, he shall so declare to the meeting and any such business not 
properly brought before the meeting shall not be transacted.

     Any nomination for director made by a stockholder must be made in 
writing to the Secretary not less than 15 days prior to the meeting of 
stockholders at which Directors are to be elected. If mailed, such notice 
shall be sent by certified mail, return receipt requested, and shall be 
deemed to have been given when received by the Secretary. A stockholder's
nomination for director shall set forth (a) the name and business address 
of the stockholder's nominee, (b) the fact that the nominee has consented 
to his name being placed in nomination, (c) the name and address, as they 
appear on the corporation's books, of the stockholder making the 
nomination, (d) the class and number of shares of the corporation's stock 
beneficially owned by the stockholder, and (e) any material interest of 
the stockholder in the proposed nomination.

     Notwithstanding compliance with this Section 10, the chairman of a 
meeting of stockholders may rule out of order any business brought before 
the meeting that is not a proper matter for stockholder consideration. 
This Section 10 shall not limit the right of stockholders to speak at 
meetings of stockholders on matters germane to the corporation's
business, subject to any rules for the orderly conduct of the meeting 
imposed by the Chairman of the meeting. The corporation shall not have 
any obligation to communicate with stockholders regarding any business or 
director nomination submitted by a stockholder in accordance with this 
Section 10 unless otherwise required by law.



                  ARTICLE III. BOARD OF DIRECTORS


     SECTION 1. GENERAL POWERS. The business and affairs of the 
corporation shall be managed by the Board of Directors except as 
otherwise provided by law, by the Articles of Incorporation or by the 
Bylaws.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall not be less than six nor more than 12, 
one of whom shall be designated and elected by the Board as the Chairman 
of the Board of Directors and shall preside at all meetings of the Board 
of Directors. The Board may elect a Vice Chairman whose only duties shall 
be to preside at Board meetings in the absence of the Chairman.
Directors need not be residents of the State of North Carolina or 
shareholders of the corporation. Subject to the Articles of 
Incorporation, the Board of Directors shall each year prior to the annual 
meeting determine by appropriate resolution the number of directors
which shall constitute the Board of Directors for the ensuing year.

     SECTION 3. FOUNDING DIRECTOR. A Founding Director is a person who 
was a director when it became a public company in 1961, who was a 
director on November 7, 1980, and who has served continuously as a 
director since 1961.

     SECTION 4. DIRECTOR EMERITUS. A Director Emeritus is a person with 
prior service as a Founding Director.  The Board of Directors may 
designate a Founding Director as a Director Emeritus.  The Director 
Emeritus annual lifetime benefit is 50% of the Founding Director retainer 
in effect at the time the Founding Director (whether an Employee Director 
or a Non-Employee Director) becomes a Director Emeritus.

     SECTION 5. QUARTERLY MEETINGS. Quarterly meetings of the Board of 
Directors shall be held at a time and place determined by the Chairman of 
the Board of Directors. Any one or more of the directors or members of a 
committee designated by the directors may participate in a meeting of the 
Board or committee by means of a conference telephone or similar 
communications device which allows all persons participating in the
meeting to hear each other and such participation in a meeting will be 
deemed presence in person.

     SECTION 6. SPECIAL MEETINGS. Special Meetings of the Board of 
Directors may be called by or at the request of the Chairman of the Board 
of Directors, [the President] or two of the directors. The person or 
persons authorized to call special meetings of the Board of Directors may 
fix any place, either within or without the State of North Carolina, as 
the place for holding any special meeting of the Board of Directors 
called by them.

     SECTION 7. NOTICE. Notice of any special meeting shall be given by 
either mail, facsimile or telephone. Notice of any special meeting given 
by mail shall be given at least five days previous thereto. If mailed, 
such notice shall be deemed to be delivered when deposited in the United 
States mail properly addressed, with postage thereon prepaid. If
notice is given by facsimile or by telephone, it shall be done so at 
least two days prior to the special meeting and shall be deemed given at 
the time the facsimile is transmitted or of the telephone call itself. 
Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such 
meeting, except where a director attends a meeting for the express 
purpose of objecting to the transaction of any business because the 
meeting is not lawfully called or convened. Neither the business to be 
transacted at nor the purpose of any regular or special meeting of the 
Board of Directors need be specified in the notice or waiver of notice of 
such meeting.

     SECTION 8. QUORUM. A majority of the number of directors shall 
constitute a quorum for the transaction of business at any meeting of 
the Board of Directors, but if less than such majority is present at a 
meeting, a majority of the directors present may adjourn the meeting from 
time to time without further notice.

     SECTION 9. MANNER OF ACTING. The act of the majority of the 
directors present at a meeting at which a quorum is present shall be the 
act of the Board of Directors unless otherwise required by the Articles 
of Incorporation.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of 
Directors shall be filled as provided in the Articles of Incorporation.

     SECTION 11. COMPENSATION. The directors may be paid such expenses as 
are incurred in connection with their duties as directors. The Board of 
Directors may also pay to the directors compensation for their service as 
directors.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who 
is present at a meeting of the Board of Directors at which action on any 
corporate matter is taken shall be presumed to have assented to the 
action taken unless his dissent shall be entered in the minutes of the 
meeting or unless he shall file his written dissent to such action with 
the person acting as secretary of the meeting before the adjournment 
thereof or shall forward such dissent by registered mail to the secretary 
of the corporation immediately after the adjournment of the meeting. Such 
right to dissent shall not apply to a director who voted in favor of such 
action.

     SECTION 13. ACTION WITHOUT MEETING. Action taken by a majority of 
the Board, or a Committee thereof, without a meeting is nevertheless 
Board, or Committee, action if written consent to the action in question 
is signed by all of the directors, or Committee members, and filed with 
the minutes of the proceedings of the Board, or Committee, whether done 
before or after the action so taken.

     SECTION 14. INFORMAL ACTION BY DIRECTORS. Action taken by a majority 
of the directors without a meeting is action of the Board of Directors if 
written consent to the action is signed by all of the directors and filed 
with the minutes of the proceedings of the Board of Directors, whether 
done before or after the action so taken.

     SECTION 15. COMMITTEES GENERALLY. Committees of the Board of
Directors shall be reestablished annually at the first Board of Directors 
Meeting held subsequent to the Annual Shareholders Meeting. Directors 
designated to serve on committees shall serve as members of such 
committees until the first Board of Directors Meeting following the next 
succeeding Annual Shareholders Meeting or until their successors shall 
have been duly designated. The Board of Directors may designate a 
committee chairman and a committee vice chairman from the membership for 
each committee established. In the absence of the designation of a 
committee chairman or vice chairman by the Board, a committee by majority 
vote may elect a chairman or vice chairman from its own membership.

     SECTION 16. EXECUTIVE COMMITTEE. (a) The Board may establish an
Executive Committee comprising not less than three members. This 
Committee may exercise all of the authority of the Board of Directors to 
the full extent permitted by law, but shall not have power:

 i)   To declare dividends or authorize distributions;

ii)   To approve or propose to shareholders any action that is required
      to be approved by shareholders under the North Carolina Business
      Corporation Act;

iii)  To approve an amendment to the Articles of Incorporation of the 
      Corporation;

iv)   To approve a plan of dissolution; merger or consolidation;

 v)   To approve the sale, lease or exchange of all or substantially
      all of the property of the Corporation;

vi)   To designate any other committee, or to fill vacancies in the 
      Board of Directors or other committees;

vii)  To fix the compensation of directors for serving on the Board of 
      Directors or any committee;

viii) To amend or repeal the Bylaws, or adopt new Bylaws;

ix)   To authorize or approve reacquisition of shares, except
      according to a  formula or method approved by the Board of
      Directors;

x)    To authorize or approve the issuance or sale or contract for 
      sale of shares, or determine the designation and relative 
      rights, preferences and limitations of a class or series of 
      shares, unless the Board of Directors specifically authorizes 
      the Executive Committee to do so within limits established by 
      the Board of Directors;

 xi)  To amend, or repeal any resolution of the Board of Directors 
      which by its terms is not so amendable or repealable; or


xii)  To take any action expressly prohibited in a resolution of the 
      Board of Directors.

     SECTION 17. AUDIT COMMITTEE. The Board may establish an Audit
Committee comprising not less than three members, all of whom shall be 
non-employee directors. The Committee shall aid the Board in carrying out 
its responsibilities for accurate and informative financial reporting, 
shall assist the Board in making recommendations with respect to 
management's efforts to maintain and improve financial controls, shall 
review reports of examination by the independent auditors, and except as 
otherwise required by law, shall have authority to act for the Board in 
any matter delegated to this Committee by the Board of Directors. The 
Committee shall recommend to the stockholders at their annual
meeting each year an independent certified public accounting firm as 
independent auditors for the corporation.

      SECTION 18. COMPENSATION COMMITTEE. The Board may establish a
Compensation Committee comprising not less than three members, all of 
whom shall be non-employee directors. Except as otherwise required by 
law, the Compensation Committee shall have authority to act for the Board 
in any matter delegated to this Committee by the Board of  Directors.

       SECTION 19. GOVERNANCE COMMITTEE. The Board may establish a 
Governance Committee comprising not less than three members, all of whom 
shall be non-employee directors. Except as otherwise required by law, the 
Governance Committee shall have authority to act for the Board in any 
matter delegated to this Committee by the Board of Directors.

           SECTION 20. GOVERNMENT/LEGAL AFFAIRS COMMITTEE. The Board may
establish a Government/Legal Affairs Committee to consist of not less 
than three directors.  Except as otherwise required by law, the 
Government/Legal Affairs Committee shall have authority to act for the 
Board in any manner delegated to this Committee by the Board of
Directors.

     SECTION 21. SALARY ADMINISTRATION; DIRECTORS COMPENSATION.
The compensation of employees not covered by the Compensation Committee 
duties shall be the responsibility of the President, except that 
compensation of the Chairman's staff shall be the mutual responsibility 
of the Chairman and the President. The compensation of
independent directors shall be recommended to the Board of Directors as a 
mutual responsibility of the Chairman and the President.



                      ARTICLE IV. INDEMNIFICATION

     SECTION 1. INDEMNIFICATION. In addition to any indemnification 
required or permitted by law, and except as otherwise provided in these 
Bylaws, any person who at any time serves or has served as a director or 
officer of the corporation, or in such capacity at the request of the 
corporation for any other corporation, partnership, joint venture, trust 
or other enterprise, shall have a right to be indemnified by the 
corporation to the fullest extent
permitted by law against (i) reasonable expenses, including attorneys' 
fees, actually and necessarily incurred by him in connection with any 
threatened, pending or completed action, suit or proceeding, whether 
civil, criminal, administrative or investigative, seeking to hold him 
liable by reason of the fact that he is or was acting in such capacity, 
and (ii) payments made by him in satisfaction of any judgment, money 
decree, fine, penalty or reasonable settlement for which he may have 
become liable in any such action, suit or proceeding.

     SECTION 2. LIMITATION ON INDEMNIFICATION. The corporation shall not
indemnify any person hereunder against liability or litigation expense he 
may incur on account of his activities which were at the time taken known 
or believed by him to be clearly in conflict with the best interests of 
the corporation. The corporation shall not indemnify any director with 
respect to any liability arising out of N.C.G.S.Section 55-8-33 (relating to 
unlawful declaration of dividends) or any transaction from which the 
director derived an improper personal benefit as provided in N.C.G.S. Section  
55-2-02(b)(3).

     SECTION 3. BOARD DETERMINATION. If any action is necessary or 
appropriate to authorize the corporation to pay the indemnification 
required by this Bylaw the Board of Directors shall take such 
action, including (i) making a good faith evaluation of the manner in 
which the claimant for indemnity acted and of the reasonable amount of
indemnify due him, (ii) giving notice to, and obtaining approval by, the 
shareholders of the corporation, and (iii) taking any other action.

     SECTION 4. RELIANCE. Any person who at any time after the adoption 
of this Bylaw serves or has served in any of the capacities indicated in 
this Bylaw shall be deemed to be doing or to have done so in reliance 
upon, and as consideration for, the right of indemnification provided 
herein. Such right shall inure to the benefit of the legal 
representatives of any such person and shall not be exclusive of any 
other rights to which such person may be entitled apart from the 
provision of this Bylaw.

     SECTION 5. AGENTS AND EMPLOYEES. The provisions of this Bylaw shall 
not be deemed to preclude the corporation from indemnifying persons 
serving as agents or employees of the corporation, or in such capacity at 
the request of the corporation for any other corporation, partnership, 
joint venture, trust or other enterprise, to the extent permitted by law.

     SECTION 6. EXPENSES. The corporation shall be entitled to pay the 
expenses incurred by a director or officer in defending a civil or 
criminal action, suit or proceeding in advance of final disposition upon 
receipt of an undertaking by or on behalf of the director or officer to 
repay such amount unless it shall ultimately be determined that he is 
entitled to be indemnified by the Corporation against such expenses.

     SECTION 7. INSURANCE. As provided by N.C.G.S. Section 55-8-57, the 
Corporation shall have the power to purchase and maintain insurance on 
behalf of any person who is or was a director, officer, employee or agent 
of the corporation, or who is or was serving at the request of the 
corporation as a director, officer or employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise or as 
a trustee or administrator under an employee benefit plan against any 
liability asserted against him and incurred by him in any such capacity, 
or arising out of his status as such, whether or not the corporation has 
the power to indemnify him against such liability.


                         ARTICLE V. OFFICERS

     SECTION 1. TITLES. The officers of the corporation may consist of 
the Chairman of the Board of Directors, the President, and such Vice 
Presidents as shall be elected as officers by the Board of Directors. 
There shall also be a Secretary, Treasurer, Controller and such 
assistants thereto as may be elected by the Board of Directors. Any one 
person may hold one or more offices in the corporation. No officer may 
act in more than one capacity where action of two or more is required.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at the 
first meeting of the Board held after each annual meeting of the 
shareholders, or at any other meeting of said Board. If the election of 
officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold 
office until his successor shall have been duly elected and shall have 
qualified or until his death or until he shall resign or shall have been 
removed in the manner hereinafter provided.

     SECTION 3. REMOVAL. Since officers serve at the pleasure of the 
Board, any officer may be removed at any time by the Board of Directors, 
with or without cause. Termination of an officer's employment with the 
Corporation by the appropriate official shall also end his term as an 
officer.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. There shall be a 
Chairman of the Board of Directors elected by the directors from their 
members.  The Chairman so elected by the directors shall be responsible 
to the Board of Directors and shall seek Board approval and guidance on 
major corporation strategies, policies, and objectives, including long-
range planning, mergers, acquisitions, consolidations and liquidations.  
He shall also issue annual reports and recommend dividend policies for 
Board approval and shall perform such other functions as the Board may 
require from time to time.  The Chairman shall have the power to sign any 
deeds, mortgages, bonds, contracts, or any other instruments or documents 
which may be lawfully executed on behalf of the Corporation.

     SECTION 5. PRESIDENT. The office of President shall be held by a 
director of the corporation duly elected to said office by a majority 
vote of the Board of Directors, and shall be the Chief Executive Officer 
of the corporation, and shall have direct supervision and control of all 
of the business affairs of the corporation, not specifically allocated to 
the Chairman of the Board in these Bylaws, subject to the general 
supervision and control of the Board of Directors. The President shall 
have power to sign certificates for shares of the
corporation and any deeds, mortgages, bonds, contracts, or any other 
instruments or documents which may be lawfully executed on behalf of the 
corporation. The President shall vote as agent for this corporation the 
capital stock held or owned by this corporation in any corporation. The 
President is authorized to delegate the authority to officers or 
employees of the corporation to execute and deliver agreements and other 
instruments on behalf of the corporation. The President is authorized to 
delegate the authority to execute and deliver agreements and other 
instruments to other officers and employees of the Corporation.

     SECTION 6. VICE PRESIDENTS. The duties of Vice Presidents shall be 
the performance of such functions and duties as shall be assigned by the 
President or the Board of Directors.

     SECTION 7. SECRETARY. The Secretary shall perform such duties and 
have such responsibilities as are assigned by the Board of Directors or 
the President.

     SECTION 8. TREASURER. The Treasurer shall perform such duties and 
have such responsibilities as are assigned to him by the Board of 
Directors or the President.

     SECTION 9. CONTROLLER. The Controller shall perform such duties and
have such responsibilities as are assigned to him by the Board of 
Directors or the President.


                  ARTICLE VI. DEPARTMENTAL DESIGNATIONS

     SECTION 1. DEPARTMENTAL DESIGNATIONS. The President may establish
such departmental or functional designations or titles pertaining to 
supervisory personnel as the President in his discretion deems wise. The 
designations or titles may be that of Senior Vice President, Vice 
President or such other term or terms as the President desires to 
utilize. The designation or title contemplated by this section is for the 
purpose of administration within the department or function concerned and 
is not with the intent of designating those individuals bearing such 
titles as general officers of the corporation. These individuals bearing 
these titles shall be known as administrative managers of the 
corporation.


            ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares 
of the corporation shall be in such form as shall be determined by the 
Board of Directors. Such certificates shall be signed by the President 
and by the Secretary, provided that where a certificate is signed by a 
transfer agent, assistant transfer agent or co-transfer agent of the
corporation or with the duly designated transfer agent the signatures of 
such officers of the corporation upon the certificate may be by facsimile 
engraved or printed. Each certificate shall be sealed with the seal of 
the corporation or a facsimile thereof. All certificates for shares shall 
be consecutively numbered or otherwise identified. The name and address 
of the person to whom the shares represented thereby are issued, with the 
number of shares and class and date of issue, shall be entered on the 
stock transfer books of the corporation, as the transfer agent. All 
certificates surrendered to the corporation for transfer shall be 
canceled and no new certificate shall be issued until the former 
certificate for a like number of shares shall have been surrendered and 
canceled, except that in case of a lost, destroyed, or mutilated 
certificate a new one may be issued therefor upon such terms and 
indemnity to the corporation as the Board of Directors may prescribe.

     SECTION 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the 
holder of records thereof or by his legal representative, who shall 
furnish proper evidence of authority to transfer, or by his attorney 
thereunto authorized by power of attorney duly executed and filed with 
the secretary of the corporation, and on surrender for cancellation of 
the certificate for such shares. The person in whose name shares stand on 
the books of the corporation shall be deemed by the corporation to be the 
owner thereof for all purposes. To the extent that any provision of the 
Rights Agreement between the Company and Wachovia Bank and Trust Company, 
N.A., Rights Agent, dated as of September 9, 1988, is deemed to 
constitute a restriction on the transfer of any securities of the 
Company, including, without limitation, the Rights, as defined therein, 
such restriction is hereby authorized by the Bylaws of the Company.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may authorize 
the issuance of a new certificate in place of a certificate claimed to 
have been lost or destroyed, upon receipt of an affidavit of such fact 
from the person claiming the loss or destruction. In authorizing such 
issuance of a new certificate, the Board may require the claimant to give 
the corporation a bond in such sum as it may direct to indemnify the 
corporation against loss from any claim with respect to the certificate 
claimed to have been lost or destroyed; or the Board, by resolution 
reciting that the circumstances justify such action, may authorize the 
issuance of the new certificate without requiring such a bond. This 
function or duty on the part of the Board may be assigned by the Board to 
the transfer agents of the common stock of the corporation.


                     ARTICLE VIII. FISCAL YEAR

      The fiscal year of the Corporation shall end on the Friday nearest 
to January 31 of each year.  The fiscal year shall consist of four 
quarterly periods, each comprising 13 weeks, with the 13-week periods 
divided into three periods of four weeks, five weeks, and four weeks.  
Every six to eight years, the fiscal year shall be a 53-week year, with 
the fourth period comprising four weeks, five weeks, and five weeks, to 
reflect the 365th day of each year and the 29th day of February in leap 
year.






                       ARTICLE IX. DIVIDENDS

              The Board of Directors may from time to time declare, and 
the corporation may pay, dividends on its outstanding shares in the 
manner and upon the terms and conditions provided by law and as provided 
in a resolution of the Board of Directors.


                         ARTICLE X. SEAL

     The Board of Directors shall provide a corporate seal which 
shall be circular in form and shall have inscribed thereon the name of 
the corporation, the state of incorporation, and the word "Seal".

                    ARTICLE XI. WAIVER OF NOTICE

            Whenever any notice is required to be given to any 
shareholder or director of the corporation under the provisions of the 
charter or under the provisions of applicable law, a waiver thereof in 
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to 
the giving of such notice.

                     ARTICLE XII. AMENDMENTS

     Unless otherwise prescribed by law or the charter, these Bylaws 
may be amended or altered at any meeting of the Board of Directors by 
affirmative vote of a majority of the directors. Unless otherwise 
prescribed by law or the charter, the shareholders entitled to vote in 
respect of the election of directors, however, shall have the power to 
rescind, amend, alter or repeat any Bylaws and to enact Bylaws which, if 
expressly so provided, may not be amended, altered or repealed by the 
Board of Directors.

xiii






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>3
<TEXT>


                                 Part IV


              LOWE'S COMPANIES, INC. AND SUBSIDIARY COMPANIES

              EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS
              Amounts in thousands, except per share amounts

                                              Years ended January 31,
                                        1997           1996           1995


    Earnings per Common & Common Equivalent Share:

    Net Earnings                      $292,150        $226,027       $223,560


    Weighted Average Shares
         Outstanding                   167,599         160,377        154,844
    Dilutive Effect of Common 
         Stock Equivalents                  79              76             82
    Weighted Average Shares,
         as Adjusted                   167,678         160,453        154,926


    Earnings per Common &
         Common Equivalent Share         $1.74           $1.41          $1.44


    Earnings per Common Share - Assuming Full Dilution:

    Net Earnings                      $292,150        $226,027       $223,560
    Interest (After Taxes) on
         Convertible Debt                3,620           7,589          7,696
    Net Earnings, as Adjusted         $295,770        $233,616       $231,256


    Weighted Average Shares
         Outstanding                   167,599         160,377        154,844
    Dilutive Effect of Common 
         Stock Equivalents                  79              76             82
    Shares Added if All Debt
         Converted                       5,006          10,898         10,995
    Weighted Average Shares,
         as Adjusted                   172,684         171,351        165,921


    Earnings per Common Share
         - Assuming Full Dilution        $1.71           $1.36          $1.39



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>4
<TEXT>

PART IV
EXHIBIT 13

Pages 1 - 3:

Dear Shareholders:

1996 was Lowe's Golden Anniversary year, and we celebrated by working 
successfully to make it the very best year in Lowe's history.
Sales were $8.6 billion, up from $7.1 billion in 1995--a 22% increase
which shows the impact of 66 new large stores and of merchandising initiatives
which yielded a comparable store sales increase of 7%. Earnings per share grew
to $1.71, up 26% from last year's $1.36. In the Nineties so far, we have 
achieved a compound sales growth rate of 20% and compound earnings per share
growth of 24%. Sales and earnings growth of more than twenty percent-- now 
that's a celebration that all Lowe's shareholders can enjoy!

The Power of One

     Once a year, Lowe's store managers gather from every compass point to 
meet with corporate merchants and marketing staff, review the events of the
past year, and make plans for the year ahead. As Lowe's grows toward our 
millennial goal of 600 stores, our annual gathering gets larger and larger. 
It is increasingly impressive to realize that each store manager runs a unique
operation, yet they all share a primary objective: to make Lowe's the 
acknowledged leader at providing products to build, improve, and maintain 
American homes.
     The theme of this year's meeting was "The Power of One." It emphasized
not only the ability of each individual to make a difference, but also the 
strength we find when we work together as one, with one common purpose.

For Our Customers

     America is now in its sixth year of economic expansion. Unemployment 
figures are the lowest in a decade; inflation is the lowest it's been in three 
decades; interest rates are low and relatively stable. Yet despite this 
encouraging context, the pace of retail sales remains modest. Why? Because 
Americans are anxious about their financial future.


Leading-edge Baby Boomers are turning fifty now, and they are starting to 
think seriously about retirement. They're concerned about the Social Security 
system and health-related costs. They know they need to get their financial 
houses in order. Meanwhile, Generation X is coming on board with great
potential but also with great uncertainty and its own causes for concern. The 
job market is not the cornucopia for them that it was for Boomers: although 
there are jobs out there, there seem to be fewer good ones.
All this explains-and justifies-the consumer's obsession with value. Value 
doesn't just mean low prices. In focus groups and in our stores today, we're 
hearing that our customers "want it all." They want, expect, and deserve 
nothing less than low prices, large selections, quality merchandise, and great 
service.  That's the definition of value, and we've made it the recipe for our 
enduring goal of Superior Customer Satisfaction.
     To achieve Superior Customer Satisfaction, we have to "give it all" 
without giving it all away. As a dedicated low-cost operator, our strategy is 
to lower operating costs as a percent of sales, which will enable us to lower 
our retail prices. Lower prices will bring us more customers, which will 
increase sales and allow us to lower prices even more. To deliver not just 
price but the other components of value as well, we are focused on leveraging 
our investment in our store facilities, our technical systems, and our people.

For Our Suppliers

Lowe's transformation into a chain of large stores continued in 1996, and
we finished the year with 30.4 million square feet of selling space--an 
incremental gain of 27%. of the 402 stores in our chain at yearend, 317 were
built in this decade. Large stores (80,000 square feet and up, which lead 
Lowe's growth in sales and profitability, now number 224 units and represent 
78.5% of our total square footage. These stores accounted for 61% of sales and
53% of operating profits, which is particularly satisfying because most of the
new store projects completed in 1996 were in new markets, which generally take
longer than relocations to reach our goals for profitability.
     In 1997, we will complete 60 to 65 new store projects. Between 40 and 45 
of these will be new stores in new markets, taking Lowe's product selection 
to millions of new consumers. More than 80% of our $1.2 billion capital budget 
for 1997 will be dedicated to funding this expansion.
     Lowe's Supplier of the Year awards recognize manufacturers who contribute 
to Lowe's success through product development, marketing, packaging, 
distribution, and support services. At the National Hardware Show in Chicago 
last summer, we announced that our Suppliers of the Year were Valspar Paint; 
Pennington Seed; DeVilbiss Air Power Company; The Spectrum Group (United 
Industries; NHB Industries; Canfor; Bretlin, Inc.; and Weiser Lock. The 
President's Award for overall excellence went to DeVilbiss Air Power.
We congratulate and thank these vendor partners, and we encourage all of 
Lowe's vendors to emulate their teamwork--and their success!

For Our Communities

A Lowe's store is more than just a big box stuffed with merchandise. It is
 a place for people to work and build careers, an information center for home 
owners and home improvers at every level of expertise, and a responsible 
corporate citizen backed by a fifty-year tradition of neighborliness and 
community involvement that doesn't stop at the edge of the parking lot.
Since 1957, Lowe's Charitable and Educational Foundation has given a 
helping hand in communities where Lowe's operates. With the participation of
Lowe's store managers, the foundation consolidates funds from all our stores 
and distributes them back to local communities in the form of grants to 
qualified recipients. The foundation has disbursed millions of dollars to 
thousands of deserving organizations and institutions, and the good work 
continues.
In 1993, we founded Lowe's Home Safety Council (LHSC) to help American 
families make home life safer and more secure for their loved ones. Forging an
alliance with home center suppliers and other national safety organizations, 
the LHSC has used innovative methods to educate and motivate consumers. High-
profile safety makeovers, Safety Watch kiosks in all Lowe's stores, and "Home 
Watch" television specials on Home & Garden Television are just a few of the 
LHSC's successful safety programs.

For Our Employees

Lowe's employees numbered 54,000 at the end of 1996, and there will be at 
least l0,000 more by this time next year. As an employer, Lowe's is proud to 
offer skills training and career development options that far exceed the norm
in our industry. our new "Lowe's University" is putting employees on the fast
track to promotion within our organization, encouraging them in the vision of
a career where they might have seen only a job.
Employee stock ownership has been a major part of Lowe's corporate culture
for decades. Every new person we hire becomes eligible for ESOP membership 
following the completion of one year's work, and we closed 1996 with more than
30,000 employee-owners motivated and dedicated to Lowe's growth and progress, 
knowing that corporate success and personal success are intertwined.
Last July, in another major augmentation of our executive management team, we 
welcomed Tom Whiddon to Lowe's as executive vice president and chief financial
officer.
In August, Leonard Herring retired as president and chief executive officer.
He was Lowe's most senior employee, having joined as our first financial 
officer in 1955. After the death of Lowe's founder, Carl Buchan, Leonard served
on Lowe's Executive Committee and played a pivotal role in taking the company
public. He is a founding member of Lowe's Board of Directors, and was a member 
of the office of the President until a vote of the board made him president and
CEO in 1978.
He led our company through years of dynamic change and growth. He can be 
succeeded, but he can never be replaced.

To learn more about the history of Lowe's, you may send in the request
form for our book, No Place Like Lowe's, inserted at page 16.

For our Shareholders

Lowe's first shareholders were a handful of employees who helped finance
Lowe's early expansion one store at a time. Since the company went public in 
1961, share ownership has made thousands of friends for Lowe's all over the 
world.
The table at the top of the next column shows what has happened to l00 
shares of Lowe's stock bought for $12.25 per share on the initial offering 
date
in 1961 and held as a long-term investment. At $38 per share, 12,000 shares
have a market value of $456,000, or 372 times the original investment.
The graph inside our front cover reveals that in terms of total return to
shareholders, Lowe's five-year annual compound growth rate at the end of 1996 
exceeded the Standard & Poor's 500 average by l0% and the S&P Retail Index by 
20%.
The graph plots the curve of a growth company, not what you'd expect from
a fifty-year-old retailer. Lowe's is fifty years old, but as a big-box
retailer we are only one-tenth that age. In fact, 86% of our total


                                                 Shares      Total
    Date           Action                      Received     Shares

    Oct.   1961    Bought 100 shares                100        100
    May    1966    100% Dividend (2 for 1)          l00        200
    Nov.   1969    Stock Split (2 for 1)            200        400
    Dec.   1971    50% Dividend (3 for 2)           200        600
    Aug.   1972    331/3% Dividend (4 for 3)        200        800
    June   1976    50% Dividend (3 for 2)           400      1,200
    Oct.   1981    50% Dividend (3 for 2)           600      1,800
    Apr.   1983    66 2/3% Dividend (5 for 3)     1,200      3,000
    June   1992    100% Dividend (2 for 1)        3,000      6,000
    Mar.   1994    Stock Split(2 for 1)              6,000     12,000

square footage is new since 1991, when a $71 million restructuring charge 
signaled our commitment to becoming a chain of large stores.
     In 1996, Gordon Cadwgan, one of the best friends Lowe's has ever had, 
retired as a founding member of our board of directors. Two more long-time 
esteemed friends and valued colleagues, Pete Kulynych and Senator Russell 
Long, will be leaving the board in 1997.
     During 1996 we also welcomed two new board members. Jim Halpin is 
president and CEO of the successful computer products retailer CompUSA Inc. 
He was previously president of HomeBase, and has more than twenty years' 
experience in retailing. Paul Fulton is Dean of the Kenan-Flagler Business 
School at the University of North Carolina at Chapel Hill. Previously, he was 
president of the Sara Lee Corporation, the global packaged food and consumer 
products company.
     We are proud of the leadership role our board has taken in corporate 
governance. For a discussion of governance and the 28 guidelines that our 
board has adopted, we invite your attention to pages 14 and 15.
     We salute and thank all our partners-in-interest, who have made Lowe's 
fiftieth anniversary truly golden. May you find individual satisfaction and 
all the fruits of successful teamwork in whatever you undertake.


                      Cordial good wishes,




Robert L. Strickland                     Robert L. Tillman
Chairman of the Board                    President and Chief Executive Officer
                                         North Wilkesboro, NC




Pages 12 and 13:
Lowe's In Our Marketplace

   Lowe's has always believed in the importance of market research as a tool
not only to help us to pinpoint our current position in the retailing universe,
but also to help us chart our course into the future. Back in 1972, we said in
our annual report that the role of Lowe's market research was "to perceive 
opportunities, to forecast changes, and to measure performance." That role 
hasn't changed, although the information gathering techniques of 1996 would 
make our 1972 methods seem primitive by comparison.
   Our commitment to state-of-the-art market research was confirmed in 1981,
when Lowe's co-founded the Home Improvement Research Institute with other 
leaders of our industry. HIRI has since become the authoritative informational 
resource for home improvement retailing.
   The tables and graphs on these pages have a lot to say about who we are, 
where we stand among our current competitors, how we got there, and where
we're headed. In addition, since this is our fiftieth anniversary, we thought 
our shareholders might be interested in the following historical factoids:
   -In 1946, there were roughly 35 million family households in America. In 
the past fifty years, that number has doubled.
   -In 1946, nearly half the houses in America lacked complete plumbing; in 
some areas, that number exceeded 80%!  By 1990, only 1% still lacked plumbing 
facilities.
   -In 1996, the fuel of choice for home heating was gas.  Before 1950, the 
most common home heating fuel was coal.
   -In the first half of the 20th century, many southern states had very low 
home ownership rates.  Since 1946, however, such states as Alabama, Georgia, 
Louisiana, Mississippi, and South Carolina have experienced a tremendous boom 
in home ownership and now rank above the national average of 65%.
   -Are Americans more mobile now than they were thirty years ago?  According 
to the U.S. Census Bureau, renters are more mobile, but homeowners move less 
frequently now than they did in 1960.



Pages 18 and 19:

Lowe's Board of Directors

William A. Andres 
Director since 1986, age 70. Chairman of Governance Committee, Member of 
Compensation Committee and Executive Committee of the Company Previously 
Chairman of the Board and Chief Executive officer (1976-1983), Chairman of 
Executive Committee (1983-1985) of Dayton Hudson Corporation (Retail Chain), 
Minneapolis, Minn. (Mr.Andres retired in September 1985.) Other directorships: 
Hannaford Bros., Scarborough, Me., since 1986.

John M. Belk 
Director since 1986, age 77. Chairman of Audit Committee, Member 
of Compensation Committee and Governance Committee of the Company. Chairman of 
the Board, Belk Stores Services, Inc. (Retail Department Stores), Charlotte, 
N.C., since 1980. Other directorships: Coca-Cola Bottling Company 
Consolidated, Charlotte, N.C., since 1972; Chaparral Steel, Midlothian, Tex., 
since 1987.

Carol A. Farmer 
Director since 1994, age 52. Member of Audit Committee, Governance Committee 
and Government/Legal Affairs Committee of the Company. President, Carol Farmer 
Associates, Inc. (Trend Forecasting and Consulting), Boca Raton, Fla., since 
1985. Other directorships: The Sports Authority, Inc., Ft. Lauderdale, Fla., 
since 1995.

Paul Fulton
Director since 1996, age 62. Member of Audit Committee and Governance 
Committee of the Company. Dean, Kenan-Flagler Business School, University of 
North Carolina, Chapel Hill, N.C., since 1994. President, Sara Lee Corporation 
(Manufacturer and Marketer of Consumer Products), Chicago, Ill., 1988-1993. 
other directorships: Sonoco Products Company, Hartsville, S.C., since 1989; 
NationsBank Corporation, Charlotte, N.C., since 1993; Bassett Furniture 
Industries, Inc., Bassett, Va., since 1993; The Cato Corporation, Charlotte, 
N.C., since 1994; Winston Hotels, Inc., Raleigh, N.C., since 1994.

James F. Halpin 
Director since 1996, age 46. Member of Compensation Committee and Governance 
Committee of the Company. President and Chief Executive Officer, CompUSA Inc. 
(Computer Superstores), Dallas, Tex. since 1993; President, HomeBase, Irvine, 
Cal., (Home Improvement Retail Chain), 1990-1993. Other directorships: 
Interphase Corporation, Dallas, Tex., since 1995; Invincible Technologies 
Corp., Boston, Mass., since 1995; ToyBiz, Inc., New York, N.Y., since 1995; 
Prime Source Building Products, Dallas, Tex., 1995-Feb. 1997.

Leonard G. Herring 
Director since 1956, age 69. Lowe's President and Chief Executive Officer 
1978-July 1996, (Mr. Herring resigned as President and CEO effective August 1, 
1996 and retired as an employee of the Company January 31, 1997), Member of 
Executive Committee and Government/Legal Affairs Committee of the Company. 
Other directorships: First Union Corporation, Charlotte, N.C., since 1986.

Petro Kulynych 
Director since 1952, age 75. Member of Audit Committee, Executive Committee 
and Government/Legal Affairs Committee of the Company, having previously 
served as Managing Director (1978-1983). (Mr. Kulynych retired in December, 
1983.) Other directorships: Local Board, Wachovia Bank of North Carolina, 
N.A., North Wilkesboro, N.C., since 1988; Carolina Motor Club, Inc.

Russell B. Long
Director since 1987, age 78. Chairman of Government/Legal Affairs Committee, 
Member of Compensation Committee and Governance Committee of the Company. 
Partner, Long Law Firm (Attorneys-at-Law), Washington, D.C., since 1988. Other
directorships: Catalyst Vidalia Corp., Vidalia, La., since 1989. Other: Member
of Advisory Board, Metropolitan Life Insurance Company, New York, N.Y. since 
1992; United States Senator 1948-1987; Member, Senate Finance Committee 1952-
1987 (Chairman 1965-1981).

Claudine B. Malone
Director since 1995, age 60. Member of Audit Committee, Governance Committee 
and Government/Legal Affairs Committee of the Company. President and Chief 
Executive Officer, Financial & Management Consulting, Inc., McLean, Va., since 
1984. Other directorships: Chairman, Federal Reserve Bank, Richmond, Va., 
since 1996 (Member since 1994); Dell Computer Corporation, Austin, Tex., since 
1993; Hannaford Bros., Scarborough, Me., since 1991; Hasbro, Inc., Pawtucket, 
R.I., since 1992; Houghton Mifflin, Boston, Mass., since 1982; LaFarge 
Corporation, Reston, Va., since 1994; The Limited, Inc., Columbus, Oh.,
since 1982; Mallinckrodt Group Inc., St. Louis, Mo., since 1994; SAlC-Science 
Applications International Corporation, San.Diego, Calif., since 1993; Union 
Pacific Resources Corporation, Fort Worth, Tex., since 1995.

Robert G. Schwartz 
Director since 1973, age 69. Chairman of Compensation Committee, Member of 
Audit Committee and Governance Committee of the Company. Director of 
Metropolitan Life Insurance Company, New York, N.Y., since 1980, having 
previously served as Chairman of the Board (1983-1993), President and Chief 
Executive officer (1989-1993) of that company. (Mr. Schwartz retired in March 
1993.) Other directorships: Potlatch Corporation, San Francisco, Calif., since 
1973; Comsat Corporation, Washington, D.C., since 1986; Mobil Corporation, New 
York, N.Y., since 1987; The Reader's Digest Association, Inc., Pleasantville, 
N.Y., since 1989; Consolidated Edison Company of New York, New York, N.Y., 
since 1989; Lone Star Industries, Inc., Stamford, Conn., since 1994; Ascent 
Entertainment Group, Inc., Denver, Colo., since 1995.

Robert L. Strickland
Director since 1961, age 66. Chairman of the Board since 1978, Chairman of 
Executive Committee and Member of Government/Legal Affairs Committee of the 
Company. other directorships: Deputy Chairman, Federal Reserve Bank, Richmond, 
Va., since 1996; T. Rowe Price Associates, Inc., Baltimore, Md., since 1991; 
Hannaford Bros., Scarborough, Me., since 1994.

Robert L. Tillman
Director since 1994, age 53. President and Chief Executive Officer since 
August 1996, having previously served as Senior Executive Vice President and 
Chief Operating Officer (1994-July 1996) and Executive Vice President - 
Merchandising (1991-1994), Member of Executive Committee and Government/Legal 
Affairs Committee of the Company. Other directorships: Wachovia Bank of North 
Carolina, N.A., Winston-Salem, N.C., since 1995; International Mass Retail 
Association, Arlington, Va. since 1996.




Page 20:

Independent Auditors' Report 
To the Board of Directors and Shareholders 
of Lowe's Companies, Inc.

     We have audited the accompanying consolidated balance sheets of Lowe's 
Companies, Inc. and subsidiaries as of January 31, 1997, 1996 and 1995, and 
the related consolidated statements of current and retained earnings and of 
cash flows for the fiscal years then ended. These financial statements are the 
responsibility of the Company's management. our responsibility is to express 
an opinion on these financial statements based on our audits.
     We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements. An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.
     In our opinion, such consolidated financial statements present fairly, in 
all material respects, the financial position of Lowe's Companies, Inc. and 
subsidiaries at January 31, 1997, 1996 and 1995, and the results of their 
operations and their cash flows for the fiscal years then ended in conformity 
with generally accepted accounting principles.

Deloitte & Touche LLP
Charlotte, North Carolina
February 20, 1997



Audit Committee Chairman's Letter

     The Audit Committee of the Board of Directors is composed of the 
following six independent directors: John Belk, Chairman, Carol Farmer, Paul 
Fulton, Petro Kulynych, Claudine Malone, and Robert Schwartz. The committee 
held four meetings during Fiscal 1996.
     The Audit Committee oversees the Company's financial reporting process on 
behalf of the Board of Directors. In fulfilling its responsibility the 
committee recommended to the Board of Directors, the engagement of Deloitte & 
Touche LLP as the Company's independent public accountants. The committee 
discussed with the internal auditors and the independent public accountants 
the overall scope and results of their respective audits, their evaluation of 
the Company's internal controls, and the overall quality of the Company's 
financial reporting. The committee also reviewed the Company's consolidated 
financial statements and the adequacy of the Company's internal controls with 
management. The meetings were designed to facilitate any private communication 
with the committee desired by the internal auditors or independent public 
accountants.

John Belk
Chairman, Audit Committee


Management's Responsibility for Financial Reporting

     Lowe's management is responsible for the preparation, integrity and fair 
presentation of its published financial statements. These statements have been 
prepared in accordance with generally accepted accounting principles and, as 
such, include amounts based on management's best estimates and judgments. 
Lowe's management also prepared the other information included in the annual 
report and is responsible for its accuracy and consistency with the financial 
statements.
     The Company's financial statements have been audited by the independent 
accounting firm, Deloitte & Touche LLP which was given unrestricted access to 
all financial records and related data. The Company believes that all 
representations made to the independent auditors during their audit were valid 
and appropriate. Deloitte & Touche's audit report presented here provides an 
independent opinion upon the fairness of the financial statements.
     The Company maintains a system of internal control over financial 
reporting, which is designed to provide reasonable assurance to Lowe's 
management and Board of Directors regarding the preparation of reliable 
published financial statements. The system includes appropriate divisions of 
responsibility, established policies and procedures (including a code of 
conduct to foster a strong ethical climate) which are communicated throughout 
the Company, and the careful selection, training and development of our 
people. Internal auditors monitor the operation of the internal control system 
and report findings and recommendations to management and the Board of 
Directors, and corrective actions are taken to address control deficiencies 
and other opportunities for improving the system as they are identified. The 
Board, operating through its audit committee, provides oversight to the 
financial reporting process.

Robert L. Tillman             Thomas E. Whiddon          Richard D. Elledge 
President &                   Exec. VP &                 Sr. VP &
Chief Executive Officer       Chief Financial Officer    Chief Accounting
                                                         Officer


Pages 21 and 22:

Management's Discussion and Analysis of Financial Condition 
and Results of Operations

Management's Discussion and Analysis of Financial Condition 
and Results of Operations                     

    This discussion summarizes the significant factors affecting the Company's 
consolidated operating results, financial condition, and liquidity/cash flows 
during the three-year period ended January 31, 1997 (i.e., Fiscal 1996, 1995 
and 1994).  This discussion should be read in conjunction with the Letter to 
Shareholders, financial statements, and financial statement footnotes included 
in this annual report.

     Net earnings for 1996 were $292.2 million or 3.4% of sales compared to 
$226.0 million or 3.2% for 1995; return on beginning assets was 8.2% compared 
to 7.3% for 1995; and return on beginning shareholders' equity was 17.6% 
compared to 15.9% for 1995.  These increases were primarily the result of 
record sales and improved gross margin as discussed below.

OPERATIONS

    Record sales of $8.6 billion were achieved during 1996, a 22% increase 
over 1995 sales of $7.1 billion.  Sales for 1995 were 16% higher than 1994 
levels.  Comparable store sales increased 7% in 1996 and were flat in 1995.  
The increases in sales are attributable to the Company's expansion program and 
comparable store sales growth.  These sales increases are the result of a 
strategy employing an expanded inventory assortment, everyday competitive 
prices and an emphasis on customer service.  The following table presents 
sales and store information:

                                                        Fiscal
                                           1996     1995     1994     1993

Sales (M)                                 $8,600   $7,075   $6,110   $4,538
Sales Increases                              22%      16%      35%      18%

Stores                                       402      365      336      311
Sales Floor Square Footage (M)              30.4     24.0     18.6     14.2
Average Store Size                           76K      66K      55K      46K



    Gross margin in 1996 increased to 25.9% from 24.9% in 1995.  Both of these 
years were an improvement over the 24.8% posted in 1994.  In 1996, the 
Company's Everyday Competitive Pricing Strategy was maintained with a special 
emphasis on careful pricing disciplines.  As more large stores open each year, 
the expanded merchandise selection has improved gross margin together with the 
continued shift from contractor to retail sales.  Additionally, the Company 
reduced its exposure in lower margin consumer electronics and is in the 
process of replacing these items with less seasonal, stronger margin products.

    LIFO charges were $1.4 million, $8.3 million and $435 thousand for 1996, 
1995 and 1994, reducing gross margins by 1, 12 and 1 basis point, respectively.
Note 3 to the financial statements provides further information.

    Selling, General and Administrative (SG&A) expenses for 1996 were $1.4 
billion or 16.2% of sales.  SG&A in the two previous years was 15.9% and 15.4% 
of sales.  The 1996 increase of 30 basis points primarily resulted from full 
achievement of annual bonus performance goals by management in 1996 compared 
to partial achievement in 1995.  Additionally, prior to fiscal 1996, costs 
associated with relocating and closing stores that amounted to $13.8 and $19.7 
million in 1995 and 1994, were charged against a restructuring reserve, 
established in 1991;  in 1996, similar costs were expensed and had a negative 
13 basis point impact.

    Store opening costs  were $59.2 million for 1996.  These costs were  $49.6 
and $40.7 million for 1995 and 1994, respectively.  As a percentage of sales, 
store opening costs were 0.7% for all 3 years presented.  These costs 
currently average about $900 thousand per store and are expensed as incurred.

    Depreciation, reflecting continuing fixed asset expansion, increased 32% 
to $198 million.  There was a 37% and 36% increase for 1995 and 1994, 
respectively.  Depreciation as a percentage of sales was 2.3% for 1996, 2.1% 
for 1995 and 1.8% for 1994.  Approximately one-half of new stores opened in 
the last three years were leased.  Of these leased locations, approximately 
93%, 60% and 57% in 1996, 1995 and 1994 were under capital leases.

    Employee retirement plans for 1996 were $68.3 million or .8% to sales.  
This cost is consistent with .7% for 1995 and .8% for 1994.  See Note 10 to 
the financial statements for further disclosure.
 
    Interest costs as a percent of sales were .6% for 1996 and .5% for 1995 
and 1994.  Interest totaled $49 million in 1996, $38 million in 1995 and 
$27.9 million for 1994.    Interest costs as represented by capital leases 
were $29.1, $16.9 and $7.4 million for 1996, 1995 and 1994, respectively.  See 
Note 6 to the financial statements for particulars on long-term indebtedness 
and the discussion below on liquidity and capital resources.

    Income tax rates were 35.6%, 35.8% and 34.9% in 1996, 1995 and 1994, 
respectively.  The lower rates in 1996 and 1994 were primarily due to 
utilization of available state net operating losses.

    Cash dividends paid to common shareholders were $34.7, $30.5 and $27.4 
million in 1996, 1995 and 1994, respectively. The Company has paid cash 
dividends each quarter since becoming a public company in 1961.  At January 
31, 1997 there were 11,460 shareholders of record.  Please refer to the Stock 
Performance Chart on page 38 for further details on dividends and stock 
performance.


BALANCE SHEET MANAGEMENT

    Effective inventory management stems from efficient logistics and 
distribution of merchandise assortments based on sales plans and forecasts.  
Inventory turnover (cost of sales divided by average inventory) is an often 
used performance measurement.  In 1996 and 1995, the Company's inventory 
turned 4.3 times, compared to 4.7 turns in 1994.  These turn rates were 
accomplished while the Company increased its square footage in its 
distribution centers from 1.9 million square feet at January 31, 1994 to 5.7 
million square feet at January 31, 1997.  In addition a new distribution 
center, having approximately 785,000 square feet, received inventory prior to 
year end in preparation for operation in early 1997.

    Accounts receivable were $118 million at January 31, 1997 compared to $113 
million at January 31, 1996 and $109 million at January 31, 1995.  A program 
was in effect through first quarter 1995 wherein the Company sold an undivided 
fractional interest in a designated pool of receivables.  At January 31, 1995, 
the interest in receivables sold was $38.5 million.  No receivables were sold 
at January 31, 1996 or 1997.  Note 2 to the financial statements provides 
further information.  

    Property, less accumulated depreciation increased 34% to $2.49 billion at 
January 31, 1997.  At January 31, 1996 it increased 33% over January 31, 1995 
levels.  The majority of the increase stems from the Company's expansion 
program, including land, building, store equipment, fixtures and displays and 
investment in new state of the art distribution facilities.

    Other assets primarily consist of land and buildings relating to vacated 
stores which are available for sale or lease, investments in low income 
housing, and notes receivable relating to sales of excess properties.  The 
vacated properties are carried at their estimated net realizable value. At 
January 31, 1997, the carrying value was approximately $27 million compared 
to $26 million one year ago and $42 million two years ago.  Investments in low 
income housing at January 31, 1997  and 1996 were $13 million and at January 
31, 1995, were $11 million.  Notes receivable relating to sales of excess 
properties were $7.3 million at year-end, down $2.4 million from the previous 
year.

    Accounts payable, as a percentage of year-end inventory was 57% at January 
31, 1997 compared to 52% at January 31, 1996 and 60% at January 31, 1995.  The 
proportions reflect the result of changes in inventory product mix, sales 
velocity, and levels of purchases near year end.

    Long-term debt, excluding current maturities, at January 31, 1997 was 
$767.3 million, down 11% from January 31, 1996.  This decrease resulted 
primarily from the conversion of $284.7 million principal of the Company's 3% 
Convertible Subordinated Notes offset by increased capital lease obligations 
of $182.7 million related to the Company's expansion program.  The previous 
year had an increase of 27%.

    Shareholders' equity continues to finance the biggest portion of  assets.  
Total shareholders' equity increased by $560.8 million in 1996 and financed 
50% of assets at January 31, 1997.  This compares to 46.6% at January 31, 1996 
and 45.7% at January 31, 1995.  (See Note 11 to the financial statements for 
further details and related comments under "financing activities" below.)


FINANCIAL MANAGEMENT

Liquidity and Capital Resources

    Primary sources of liquidity are cash flows from operating activities and 
certain financing activities.  Net cash provided by operating activities was 
$543.0 million for 1996.  This compared to $303.3 and $359.0 million for 1995 
and 1994, respectively.  Information on consolidated cash flows (operating, 
financing, and investing activities) is set forth in the Statements of Cash 
Flows on page 27.

    Working capital at January 31, 1997, was $502.9 million.  This compared to 
$653.8 million at January 31, 1996 and $611.3 million at January 31, 1995.

    Financing activities in 1996 included the conversion of $284.7 million 
principal of 3% Convertible Subordinated Notes into common stock at a rate of 
38.272 shares per each $1,000 principal and $17.7 million of scheduled debt 
repayments.  In 1995, the Company issued $100 million aggregate (net $99 
million) principal 6.375% Senior Notes and had scheduled debt repayments of 
$25.1 million.  In 1994, the Company had $41.5 million of scheduled debt 
repayments.

    In 1994, the Company sold 10,350,000 shares of common stock.  This 
transaction realized $315.7 million, net of the underwriting discount and 
other costs.  The proceeds were used to finance the Company's expansion 
program and for general corporate purposes.  At January 31, 1997, an 
uncommitted aggregate of $74 million was available under a $500 million shelf 
registration filed with the Securities and Exchange Commission (SEC) in 1994.  
During 1996, the Company filed with the SEC another shelf registration 
statement covering an additional $275 million of "unallocated" debt or equity 
securities.   This leaves the Company with an uncommitted aggregate of $349 
million available under shelf registrations filed with the SEC.  These 
registrations enable the Company to issue common stock, preferred stock, 
senior unsecured debt securities, or subordinated unsecured debt securities.

    During 1996, 1995 and 1994, the Company entered into various leases for 
new store facilities.  The majority of these leases were classified as capital 
leases, the result of which is to increase long-term debt.  Amounts classified 
as capital leases (i.e. long-term debt) were $182.7, $96.9 and $104.2 million 
for 1996, 1995 and 1994, respectively.

    The Company has only limited involvement with derivative financial 
instruments, and does not use them for trading purposes. The Company enters 
into derivatives, exclusively interest rate swaps and caps, to lower funding 
costs or alter interest rate exposures for long-term liabilities. At January 
31, 1997, the Company had 5 interest rate swap agreements outstanding with 
financial institutions, having notional amounts of $10 million each and a 
total notional amount of $50 million and was a party to 5 interest rate cap 
agreements, each with terms tied to the terms of the interest rate swap 
agreements.  These interest rate swap  and cap agreements will expire in 1997.

    Major uses of cash will continue to be investments in new store facilities.
In 1996, capital investment was $860 million (cash outlays of $677 million 
plus capital leases of $183 million) which did not include operating leases of 
approximately $119 million.  The Company's 1997 capital budget is targeted at 
$1.2 billion, inclusive of approximately $300 million of operating or capital 
leases.  More than 80% of this planned commitment is for store expansion. 

    Expansion plans for 1997 consist of approximately 60 to 65 new stores with 
about 70% in new markets and the balance being relocations of existing stores 
which will increase sales floor square footage by approximately 20%.  
Approximately one-half of the 1997 projects will be leased and one-half will 
be owned. 

    A new distribution center, having approximately 785,000 square feet, will 
be operational in early 1997.  At year end, the Company operated five 
distribution centers and twelve smaller support facilities.

    Present plans are to finance 1997's expansion program through funds from 
operations, leases and from external financing.  (See related comments under 
"financing activities" above.)

    Short-term capital needs  will be financed through utilization of the 
Company's bank credit agreements and commercial paper program.  Formal bank 
credit agreements in place are discussed in Note 5 to the financial statements.

    The ratio of long-term debt to equity plus long-term debt was 25.7%, 34.3% 
and 32.4% with fixed charge coverage at 6.3, 5.8 and 6.8 for 1996, 1995 and 
1994, respectively.   The decrease in long-term debt to equity plus long-term 
debt in 1996 is primarily a result of the conversion of debt to equity 
discussed above.

OTHER

    General inflation has not had a material impact on the Company during the 
past three years.  As noted above, the LIFO charge decreased to $1.4 in 1996 
from $8.3 million in 1995, compared to the 1994 charge of $435 thousand.  
Overall inventory inflation was .15%, .79% and .07% for 1996, 1995 and 1994, 
respectively.  Lumber products have experienced substantially more volatility 
than other merchandise categories, due to supply-demand variability, weather 
constraints, environmental concerns, etc.  The inflation (deflation) rates for 
lumber and building materials were 3.6%, (3.2%) and (0.4%) for 1996, 1995 and 
1994, respectively.



Page 24:

Disclosure Regarding Forward-Looking Statements

     This Annual Report includes "forward-looking statements" within the 
meaning of Section 27A of the Securities Act and Section 21E of the Exchange 
Act. All statements other than statements of historical facts included in the 
Annual Report, including certain statements in the "Shareholders' Letter," 
"Teamwork in Action" and "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" and located elsewhere herein regarding 
the Company's financial position and business strategy, may constitute 
forward-looking statements. Although the Company believes that the 
expectations reflected in such forward-looking statements are reasonable, it 
can give no assurance that such expectations will prove to have been correct. 
Important factors that could cause actual results to differ materially from 
the Company's expectations (cautionary statements) are: 
- - The Company's sales are dependent on the general economic health of the 
country, variations in the number of new housing starts, the level of repairs, 
remodeling and additions to existing homes, commercial building activity, and 
the availability and cost of financing. An economic downturn can adversely 
affect sales because much of the Company's inventory is purchased for 
discretionary projects which can be deferred.
- - The Company's expansion strategy may be impacted by environmental 
regulations, local zoning issues and delays, and more stringent land use 
regulations than it has traditionally experienced.
- - Many of the Company's products are commodities whose price fluctuates 
erratically within an economic cycle, a condition true of lumber and plywood. 
- - The Company's business is highly competitive, and as it expands to larger 
markets the Company may face new forms of competition which do not exist in 
some of the markets it has traditionally served. 
- - The ability of the Company to continue its everyday competitive pricing 
strategy and provide the products that consumers desire depends on the vendor 
community providing a reliable supply of inventory at competitive prices. 
- - On a short-term basis, inclement weather may impact sales performance of 
certain product groups such as lawn and garden, lumber, and building 
materials.



Lowe's Leadership


Executive Officers and Management

Gregory M. Bridgeford - Senior Vice President and General Merchandise Manager
Richard D. Elledge - Senior Vice President, Chief Accounting Officer and
                     Assistant Secretary
Lee Herring - Senior Vice President, Logistics
William L. Irons - Senior Vice President, Management Information Services
W. Cliff Oxford - Senior Vice President, Corporate and Human Development
Dale C. Pond - Senior Vice President, Marketing
David E. Shelton - Senior Vice President, Real Estate/Engineering &
                   Construction
Larry D. Stone - Executive Vice President, Store Operations
Robert L. Strickland - Chairman of the Board
Robert L. Tillman - President & Chief Executive Officer
William C. Warden, Jr. - Executive Vice President, General Counsel, Chief
                         Administrative Officer and Secretary
Gregory J. Wessling - Senior Vice President and General Merchandise Manager
Thomas E. Whiddon - Executive Vice President and Chief Financial Officer

Corporate officers, Regional Staff and Departmental Management

Bruce Ballard - Vice President, The Contractor Yard, Inc.
Frank A. Beam - Regional Vice President    
Kevin D. Bennett - Senior Corporate Counsel and Assistant Secretary 
Kenneth W. Black, Jr. - Controller      
Douglas L. Bowen - Regional Vice President    
Nick Canter - Regional Vice President    
Jeffrey E. Gray - Senior Corporate Counsel and Assistant Secretary    
R. Vaughn Hayes - Vice President, Store Planning    
Arnold N. Lakey - Vice President, Credit Management    
Michael K. Menser - Vice President, Logistics    
W. Nathan Mitchell - Assistant Secretary, Senior Director of Accounting
Kenneth A. Neal - Assistant Treasurer

James C. Neustadt - Vice President, Advertising
Robert A. Niblock - Vice President and Treasurer
Robert G. Oberosler - Vice President, Loss Prevention and Safety
William D. Pelon - Regional Vice President
K. Scott Plemmons - Vice President, Store Operations
Robert D. Skees - Vice President, Internal Audit
Don T. Stallings - Regional Vice President
John W Vining, Jr. - Vice President, Administration
William L. White - Regional Vice President
Karen R. Worley - Vice President, Managerial Accounting



Pages 25 - 36:

Consolidated Statements of Current and Retained Earnings
Lowe's Companies, Inc. and Subsidiary Companies
Dollars In Thousands, Except Per Share Data
Fiscal Years End on January 31 of Following Year

<TABLE>
<CAPTION>
                                      Fiscal      %       Fiscal      %      Fiscal      %
                                       1996     Sales      1995     Sales     1994     Sales
<S>                               <C>          <C>     <C>         <C>    <C>          <C>
Current Earnings
Net Sales                         $8,600,241   100.0%  $7,075,442  100.0% $6,110,521   100.0%

Cost of Sales                      6,376,482    74.1    5,312,195   75.1   4,597,977    75.2

Gross Margin                       2,223,759    25.9    1,763,247   24.9   1,512,544    24.8

Expenses:
Selling, General
 and administrative                1,395,523    16.2    1,127,333   15.9     941,079    15.4
Store Opening Costs                   59,159     0.7       49,626    0.7      40,727     0.7
Depreciation                         198,115     2.3      150,011    2.1     109,647     1.8
Employee Retirement Plans (Note 10)   68,289     0.8       46,130    0.7      49,687     0.8
Interest (Notes 7 and 16)             49,067     0.6       38,040    0.5      27,873     0.5

Total Expenses                     1,770,153    20.6    1,411,140   19.9   1,169,013    19.2

Pre-Tax Earnings                     453,606     5.3      352,107    5.0     343,531     5.6

Income Tax Provision (Note 9)        161,456     1.9      126,080    1.8     119,971     1.9

Net Earnings                        $292,150     3.4%    $226,027    3.2%   $223,560     3.7%

Shares Outstanding-Weighted Average  167,678              160,453            154,926

Earnings Per Common & Common
 Equivalent Share                      $1.74                $1.41              $1.44

Earnings Per Common Share -
 Assuming Full Dilution                $1.71                $1.36              $1.39


                                                Per                 Per                 Per
Retained Earnings (Notes 6 and 11)    Amount   Share       Amount  Share      Amount   Share

Balance at beginning of year        $988,447             $792,891            $596,764
Net Earnings                         292,150   $1.74      226,027   $1.41     223,560   $1.44
Cash Dividends                       (34,709) ($0.21)     (30,471) ($0.19)    (27,433) ($0.18)
Balance at end of year            $1,245,888             $988,447            $792,891


See accompanying notes to consolidated financial statements.
</TABLE>





Consolidated Balance Sheets
Lowe's Companies, Inc. and Subsidiary Companies
Dollars in thousands
<TABLE>
<CAPTION>
                                    January 31,    %    January 31,    %   January 31,   %
                                       1997     Total      1996     Total     1995     Total
<S>                               <C>          <C>    <C>          <C>   <C>          <C>
Assets

  Current Assets:

  Cash and Cash Equivalents          $40,387     0.9%    $63,868     1.8%  $150,319     4.8%
  Short-Term Investments              30,103     0.7     107,429     3.0    118,155     3.8 
  Accounts Receivable -Net (Note 2)  117,562     2.7     113,483     3.2    109,214     3.5 
  Merchandise Inventory (Note 3)   1,605,880    36.2   1,267,077    35.6  1,132,282    36.5 
  Deferred Income Taxes (Note 9)      19,852     0.4      19,168     0.5     18,129     0.6 
  Other Current Assets                37,682     0.8      32,659     0.9     29,069     0.9 

  Total Current Assets             1,851,466    41.7   1,603,684    45.0  1,557,168    50.1 

  Property, Less Accumulated
    Depreciation (Notes 4 and 6)   2,494,396    56.3   1,858,274    52.3  1,397,713    45.0 
  Long-Term Investments (Note 8)      35,615     0.8      41,059     1.2     83,459     2.7 
  Other Assets                        53,477     1.2      53,369     1.5     67,652     2.2 

  Total Assets                    $4,434,954   100.0% $3,556,386  100.0% $3,105,992   100.0%


Liabilities and Shareholders' Equity

  Current Liabilities:

  Short-Term Notes Payable (Note 5)  $80,905     1.8%    $16,617     0.5%    $1,903     0.1%
  Current Maturities of Long-Term
    Debt (Note 6)                     22,566     0.5      14,127     0.4     26,913     0.9 
  Accounts Payable                   914,167    20.6     655,399    18.4    675,436    21.7 
  Employee Retirement Plans (Note 10) 60,770     1.4      44,924     1.3     43,950     1.4 
  Accrued Salaries and Wages          71,662     1.6      67,370     1.9     63,356     2.0 
  Other Current Liabilities          198,461     4.5     151,494     4.2    134,334     4.4 

  Total Current Liabilities        1,348,531    30.4     949,931    26.7    945,892    30.5 

  Long-Term Debt, Excluding Current
    Maturities (Note 6)              767,338    17.3     866,183    24.4    681,184    21.9 
  Deferred Income Taxes (Note 9)     101,609     2.3      83,557     2.3     49,211     1.6 
  Accrued Store Restructuring Costs
    (Note 15)                              -       -           -       -      9,815     0.3 

  Total Liabilities                2,217,478    50.0   1,899,671    53.4  1,686,102    54.3 

  Commitments, Contingencies and
    Litigation (Notes 13 and 14)

  Shareholders' Equity (Notes 11 and 12):
  Preferred Stock - $5 Par Value,
      none issued                          -                   -                  -            
  Common Stock - $.50 Par Value;
   Fiscal     Issued and Outstanding
    1996         173,403,639
    1995         160,918,046
    1994         159,527,389          86,702     2.0      80,459     2.3       79,764   2.6 
  Capital in Excess of Par           903,661    20.3     596,828    16.7      554,838  17.9 
  Retained Earnings                1,245,888    28.1     988,447    27.8      792,891  25.5 
  Unearned Compensation-Restricted 
    Stock Awards                     (18,434)   (0.4)     (8,076)   (0.2)      (5,949) (0.2)
  Unrealized Loss on Available
     For Sale Securities (Note 11)      (341)      -        (943)      -       (1,654) (0.1)

  Total Shareholders' Equity       2,217,476    50.0   1,656,715    46.6    1,419,890  45.7 

  Total Liabilities and
    Shareholders' Equity          $4,434,954   100.0% $3,556,386   100.0%  $3,105,992 100.0%


See accompanying notes to consolidated financial statements.
</TABLE>



CONSOLIDATED STATEMENTS OF CASH FLOWS
Lowe's Companies, Inc. and Subsidiary Companies
Dollars in Thousands
Fiscal Years End on January 31 of Following Year
<TABLE>
<CAPTION>
                                                               Fiscal      Fiscal      Fiscal
                                                                1996        1995        1994
<S>                                                         <C>          <C>         <C>
Cash Flows From Operating Activities:
     Net Earnings                                            $292,150    $226,027    $223,560
     Adjustments to Reconcile Net Earnings to Net
       Cash Provided By Operating Activities:
         Depreciation                                         198,115     150,011     109,647
         Amortization of Original Issue Discount                1,671       3,601       3,205
         Increase in Deferred Income Taxes                     17,043      32,924      18,108
         (Gain) Loss on Disposition/Writedown of
             Fixed and Other Assets                             9,892      (1,171)      5,924
         Decrease (Increase) in Operating Assets:
           Accounts Receivable - Net                           (4,079)     (4,269)    (60,714)
           Merchandise Inventory                             (338,803)   (134,795)   (278,575)
           Other Operating Assets                              (4,788)     (3,298)     31,170 
         Increase (Decrease) in Operating Liabilities:
           Accounts Payable                                   258,768     (20,037)    208,158 
           Employee Retirement Plans                           59,736      38,196      41,257 
           Accrued Store Restructuring                                     (8,304)    (10,000)
           Other Operating Liabilities                         53,288      24,424      67,236 
     Net Cash Provided by Operating Activities                542,993     303,309     358,976 

Cash Flows from Investing Activities:
     Decrease (Increase) in Investment Assets:
       Short-Term Investments                                  98,754      18,538     (83,374)
       Purchases of Long-Term Investments                     (27,259)    (30,906)    (74,614)
       Proceeds from Sale/Maturity of Long-Term
           Investments                                         12,203      66,588      29,452 
       Other Long-Term Assets                                   3,456      (2,656)     (2,438)
     Fixed Assets Acquired                                   (677,160)   (520,362)   (414,103)
     Proceeds from the Sale of Fixed and
         Other Long-Term Assets                                11,615      20,856      15,179 
     Net Cash Used in Investing Activities                   (578,391)   (447,942)   (529,898)

Cash Flows from Financing Activities:
  Sources:
     Long-Term Debt Borrowings                                      -      98,959         500 
     Net Increase in Short-Term Borrowings                     64,288      14,714           -
     Proceeds from Issuance of Common Stock                         -           -     315,697
     Stock Options Exercised                                        -          44       1,100 
     Total Financing Sources                                   64,288     113,717     317,297 
  Uses:
     Repayment of Long-term Debt                              (17,662)    (25,064)    (41,498)
     Net Decrease in Short-Term Borrowings                                               (378)
     Cash Dividend Payments                                   (34,709)    (30,471)    (27,433)
     Total Financing Uses                                     (52,371)    (55,535)    (69,309)
     Net Cash Provided by Financing Activities                 11,917      58,182     247,988 

  Net Increase (Decrease) in Cash and Cash Equivalents        (23,481)    (86,451)     77,066 
  Cash and Cash Equivalents, Beginning of Year                 63,868     150,319      73,253 
  Cash and Cash Equivalents, End of Year                      $40,387     $63,868    $150,319 

See accompanying notes to consolidated financial statements.
</TABLE



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LOWE'S COMPANIES, INC. AND SUBSIDIARY COMPANIES
FISCAL YEARS ENDED JANUARY 31, 1997, 1996 AND 1995

NOTE 1 - Summary of Significant Accounting Policies:

The Company is one of America's largest retailers serving the do-it-yourself 
home improvement, home decor, and home construction markets.  The Company 
serves customers in 402 stores in 24 states  predominantly located in the 
eastern half of the United States. Below are those accounting policies 
considered to be significant.

Subsidiaries and Principles of Consolidation - The consolidated financial 
statements include the accounts of the Company and its subsidiaries, all of 
which are wholly owned. All material intercompany accounts and transactions 
have been eliminated.

Use of Estimates - The preparation of the Company's financial statements in 
conformity with generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported amounts of assets 
and liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those 
estimates.  

Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, 
demand deposits, and short-term investments with original maturities of three 
months or less when purchased.

Investments - The Company has a cash management program which provides for the
investment of excess cash balances in financial instruments which have 
maturities of up to three years. Investments, exclusive of cash equivalents,
with a maturity of one year or less from the balance sheet date are classified
as short-term investments. Investments with maturities greater than one year 
are classified as long-term. Investments consist primarily of tax exempt notes
and bonds, auction rate tax exempt securities, municipal preferred tax exempt
stock and repurchase agreements.

The Company has classified all investment securities as available-for-sale and
they are carried at fair value. Unrealized gains and losses on such securities
are excluded from earnings and reported as a separate component of 
shareholders' equity, net of the related income taxes, until realized.

Derivatives - The Company does not use derivative financial instruments for 
trading purposes.  Interest rate swap agreements, which are principally used 
by the Company in the management of interest rate exposure, are accounted for
on an accrual basis.  Income and expense are recorded in the same category as
that arising from the related liability.  Amounts to be paid or received under
interest rate swap agreements are recognized as interest income or expense in
the periods in which they accrue.

Premiums paid for purchased interest rate cap agreements are being amortized 
to interest expense over the terms of the caps.  Unamortized premiums are 
included in other assets in the consolidated balance sheet.  Amounts to be 
received under the cap agreements are accounted for on an accrual basis, and 
are recognized as a reduction of interest expense.

Accounts Receivable - The majority of the accounts receivable arise from sales
to professional building contractors predominantly located in the eastern half
of the United States. The allowance for doubtful accounts is based on
historical experience and a review of existing receivables.

Sales generated through the Company's private label credit cards are not 
reflected in receivables.  These credit card receivables are sold, with 
limited recourse, to an outside finance company.

Merchandise Inventory - Inventory is stated at the lower of cost or market. In
an effort to more closely match cost of sales and related sales, cost is 
determined using the last-in, first-out (LIFO) method. Included in inventory 
cost are administrative, warehousing and other costs directly associated with 
buying, distributing and maintaining inventory in a condition for resale.

Property and Depreciation - Property is recorded at cost. Costs associated 
with major additions are capitalized and depreciated. Upon disposal, the cost 
of properties and related accumulated depreciation is removed from the 
accounts with gains and losses reflected in earnings.

Depreciation is provided over the estimated useful lives of the depreciable 
assets. Assets are generally depreciated on the straight-line method. 
Leasehold improvements are depreciated over the shorter of their estimated 
useful lives or term of the related lease.

Leases - Assets under capital leases are amortized in accordance with the 
Company's normal depreciation policy for owned assets or over the lease term 
if shorter. The charge to earnings resulting from amortization of these assets
is included in depreciation expense in the consolidated financial statements.

Income Taxes - Income taxes are provided for temporary differences between the
tax and financial accounting bases of assets and liabilities using the 
liability method. The tax effects of such differences are reflected in the 
balance sheet at the enacted tax rates expected to be in effect when the 
differences reverse.

Store Pre-opening Costs - Costs of opening new retail stores are charged to 
operations as incurred.

Store Closing Costs - In fiscal 1996, the Company adopted Statement of 
Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of," (SFAS 121).  SFAS 
121 establishes accounting standards for the impairment of long-lived assets, 
certain identifiable intangibles and goodwill related to those assets.  Under 
provisions of the Statement, impairment losses are recognized when expected 
future cash flows are less than the assets' carrying value.  At the time 
management commits to close or relocate a store location, the Company 
evaluates the carrying value of the assets in relation to its expected future 
cash flows.  If the carrying value of the assets is greater than the expected 
future cash flows, a provision is provided for the impairment of the assets.

Prior to adoption of SFAS 121, the Company charged to expense, upon the 
closing or relocation of a store, costs considered to be unrecoverable, such 
as the book value of certain fixtures and equipment and the estimated loss on 
sale of land and buildings. There was no material effect on the financial 
statements resulting from the adoption of SFAS 121.

When a leased location closes, a provision is provided for the present value 
of future lease obligations, net of sublease income.  

The estimated realizable value of closed store real estate owned is included 
in other assets.  See note 15 regarding the store restructuring accrual in 
fiscal 1991.     

Advertising - Costs associated with advertising are charged to operations as 
incurred.  Advertising expenses were $99.8, $87.8 and $71.0 million for Fiscal
1996, 1995 and 1994, respectively.

Earnings Per Share - Earnings per share are calculated on the weighted average
shares of common stock and dilutive common stock equivalents outstanding each 
year. The Company's 3% Convertible Subordinated Notes, which were called July 
22, 1996, were potentially dilutive securities for purposes of calculating 
fully diluted earnings per share.


NOTE 2 - Accounts Receivable

Until termination in April 1995, the Company had an agreement to sell, with 
limited recourse, an undivided fractional interest in a designated pool of 
receivables. Under the agreement, as collections reduced previously sold 
interests in receivables, an interest in new receivables could be sold. At 
January 31, 1995, the interest in receivables sold totaled $38.5 million. Due 
to hold-back provisions of the agreement, the Company was due $8.5 million at 
January 31, 1995 for interests sold.  These receivables were included in 
Accounts Receivable - Net in the consolidated balance sheet. The costs 
associated with selling the interest in receivables were $.5 and $1.7 million 
for Fiscal 1995 and 1994, respectively. The Company maintained an allowance 
for doubtful accounts because it  retained substantially the same risk of 
credit loss as if the receivables had not been sold. 

The allowance for doubtful accounts was $2.3, $1.9 and $2.3 million at January
31, 1997, 1996 and 1995, respectively.


NOTE 3 - Merchandise Inventory:

If the FIFO method had been used, inventories would have been $74.6, $73.2 and
$65.0 million higher at January 31, 1997, 1996 and 1995, respectively.


NOTE 4 - Property and Accumulated Depreciation:

Net property includes $421.9, $248.9 and $159.0 million in assets from capital
leases at January 31,1997, 1996 and 1995, respectively.

Property is summarized below by major class:

                                                          January 31
                                                1997       1996        1995
(Dollars in Thousands)
Cost:

Land                                          $484,100   $355,701    $290,312
Buildings                                    1,324,323    939,120     686,737
Store, Distribution and Office Equipment     1,175,411    913,225     666,885
Leasehold Improvements                         120,269    109,850      98,217

Total Cost                                   3,104,103  2,317,896   1,742,151
Accumulated Depreciation and Amortization     (609,707)  (459,622)   (344,438)
Net Property (Note 13)                      $2,494,396 $1,858,274  $1,397,713


The estimated depreciable lives, in years, of the Company's property are:  
buildings, 20 to 40; store and office equipment, 3 to 10; leasehold 
improvements, generally the life of the related lease.


NOTE 5 - Short-Term Borrowings and Lines of Credit:

The Company has a $300 million revolving credit facility with a syndicate of 
13 banks.  The facility has $200 million expiring November 27, 2001, with the
remaining $100 million expiring November 26, 1997.  The facility is used to 
support the Company's commercial paper program and for short-term borrowings.
Facility fees ranging from .06% to .075% are paid on the unused amount of 
these facilities.  At January 31, 1997, there were no borrowings outstanding 
under this revolving credit facility.

Several banks have extended lines of credit aggregating $200.7 million for the
purpose of issuing documentary letters of credit and standby letters of 
credit. These lines do not have termination dates but are reviewed 
periodically. Commitment fees from .12% to .50% per annum are paid on the 
amounts of standby letters of credit used. At January 31, 1997, outstanding 
letters of credit aggregated $86.1 million.

A $60 million revolving credit and security agreement, expiring in September 
1997 and renewable annually, is available from a financial institution.  At 
January 31, 1997, there was $59.9 million outstanding under this credit and 
security agreement and $67.1 million of the Company's accounts receivable were 
pledged as collateral.

In addition, $55 million is available, on an unsecured basis, for the purpose 
of short-term borrowings on a bid basis from various banks. These lines are 
uncommitted and are reviewed periodically by both the banks and the Company.
At January 31, 1997, there were no borrowings outstanding under these lines of 
credit.




NOTE 6 - Long-Term Debt:
                                            Fiscal Year
Debt                                         of Final         January 31
Category                  Interest Rates     Maturity   1997     1996     1995

(Dollars in Thousands)
Secured Debt1:
Industrial Revenue Bonds   3.55% to 6.27% *    2020   $5,497   $6,726   $7,997
Industrial Revenue Bonds 2          3.70% *    2005    5,400    8,000    8,800
Insurance Company Notes             6.75%      1998      161      286      414
Other Notes                         9.50%      2005      388      470      561
Unsecured Debt:
Medium Term Notes          6.50% to 8.20%      2022  249,985  249,979  249,972
Convertible Subordinated Notes 3                              255,554  254,505
Senior Notes4                       6.38%      2005   99,072   98,968
Bank Notes                                                      6,000   23,863
Capital Leases (Note 13)  6.12% to 13.17%      2033  429,401  254,327  161,985

Total Long-Term Debt                                 789,904  880,310  708,097
Less Current Maturities                               22,566   14,127   26,913

Long-Term Debt, Excluding
  Current Maturities                                $767,338 $866,183 $681,184


*  Interest rate varies as a percentage of prime rate or other interest index.
   Interest rates shown are as of January 31, 1997.
   Prime rate was 8.25% at January 31, 1997.

Debt maturities, exclusive of capital leases (see Note 13), for the next five 
fiscal years are as follows (in millions):   1997, $13.0; 1998, $1.5; 1999, 
$46.4; 2000, $74.2; 2001, $15.7.

Notes:

1  Real properties pledged as collateral for secured debt had net book values
   (in millions) at January 31, 1997, as follows:  industrial revenue bonds -
   $19.4; insurance company notes - $3.4; other notes - $2.1.

2  With certain restrictions, the floating rate demand industrial revenue 
   bonds can be converted to a fixed interest rate based on a fixed interest
   index at the Company's option. 

3  The Company's 3% Convertible Subordinated Notes with a conversion rate of 
   38.272 shares of common stock per each $1,000 principal amount were called
   for redemption on July 22, 1996.  During Fiscal 1996 (prior to the 
   redemption date), 1995 and 1994, $284,724,000, $2,532,000 and $224,000 in 
   principal of the Company's 3% Convertible Subordinated Notes were converted
   into 10,896,910, 96,904 and 8,570 shares of the Company's common stock, 
   respectively.  In addition, $20,000 in principal was redeemed at $910.78 
   per $1,000 during Fiscal 1996.

4  On December 15, 1995, the Company issued $100 million of 6.375% Senior 
   Notes due December 15, 2005.  The notes were issued at an original price of
   $989.55 per $1,000 principal amount, which represented an original issue 
   discount of .395% payable at maturity and an underwriters' discount of
   .65%.  Annual interest on the notes at 6.375% and accretion of the original
   issue discount represents an annual yield to maturity of 6.429%.  The notes
   may not be redeemed prior to maturity.


NOTE 7 - Derivative Financial Instruments:

Interest rate swaps allow the Company to raise long-term borrowings at fixed 
rates and swap them into variable rates for shorter durations. At January 31, 
1997, the Company had 5 interest rate swap agreements outstanding with 
financial institutions, having notional amounts of $10 million each and a 
total notional amount of $50 million.  Under the agreements, the Company will 
receive interest payments at an average fixed rate of 6.20% and will pay 
interest on the same notional amounts at a floating rate based on an interest 
rate index, which was 5.69% as of January 31, 1997.  These interest rate swap 
agreements are scheduled to expire in 1997.

Interest rate cap agreements are used to reduce the potential impact of 
increases in interest rates on the interest rate swap agreements discussed 
above.  At January 31, 1997, the Company was a party to 5 interest rate cap 
agreements, each with terms tied to the terms of the interest rate swap 
agreements.  The agreements entitle the Company to receive from counterparties
on a semi-annual basis the amounts, if any, by which the Company's interest  
payments on its $50 million notional amount of interest rate swap agreements 
exceed approximately 75 basis points over the fixed rate on each swap.

The Company is exposed to credit loss in the event of nonperformance by the 
counterparties to its interest rate swap and cap agreements.  The Company 
anticipates that counterparties will be able to fully satisfy their 
obligations under the agreements.  The counterparties consist of a number of 
financial institutions whose credit ratings were AA or better at the time the
agreements were instituted.  No collateral is held in relation to the 
agreements.




NOTE 8 - Disclosures about Fair Values of Financial Instruments:

The following are financial instruments whose estimated fair value amounts are 
different from their carrying amounts.  Estimated fair values have been 
determined using available market information and appropriate valuation 
methodologies.  However, considerable judgment is necessarily required in 
interpreting market data to develop the estimates of fair value. Accordingly, 
the estimates presented herein are not necessarily indicative of the amounts 
that the Company could realize in a current market exchange. The use of 
different market assumptions and/or estimation methodologies may have a 
material effect on the estimated fair value amounts.

(Dollars in Thousands)  January 31, 1997  January 31, 1996  January 31, 1995
                        Carrying  Fair    Carrying  Fair    Carrying   Fair
                        Amount    Value    Amount   Value    Amount    Value
Liabilities:
  Long-Term Debt:
   Convertible 
    Subordinated Notes                    $255,554 $348,455 $254,505 $402,186
   Other               789,904  $818,508   624,756  670,313  453,592  456,914

Off-Balance Sheet Financial Instruments-
   Unrealized Gains (Losses)
   Interest Rate Swap
     Agreements                        84                758           (6,482)
   Interest Rate Cap
     Agreements                                            9            3,915 

Long-term debt - Interest rates that are currently available to the Company 
for issuance of debt with similar terms and remaining maturities are used to 
estimate fair value for debt issues that are not quoted on an exchange.

Interest rate swap agreements and interest rate cap agreements - The fair 
value of interest rate swaps and caps are the amounts at which they could be 
settled, based on estimates obtained from dealers.



The amortized cost, gross unrealized gains and losses and fair values of 
investment securities, all of which are classified as available-for-sale 
securities, at January 31, 1997, 1996 and 1995 are as follows:

(Dollars in Thousands)
                                  Amortized   Gross Unrealized     Fair
      Type                           Cost     Gains     Losses     Value
Municipal Obligations              $19,514   $    1              $19,515
Adjustable Rate Preferred Stock     11,010              $(422)    10,588
Classified as Short-term            30,524        1      (422)    30,103

Municipal Obligations -
   Classified as Long-term          35,718      139      (242)    35,615

Total at January 31, 1997          $66,242     $140     $(664)   $65,718

Municipal Obligations           $   29,298   $    6   $    (1)   $29,303
Auction Rate and Adjustable
   Rate Preferred Stock             79,879   (1,761)   78,126
Classified as Short-term           109,177       14    (1,762)   107,429

Municipal Obligations               39,762      332       (35)    40,059
Auction Rate Preferred Stock         1,000                         1,000
Classified as Long-term             40,762      332       (35)    41,059

Total at January 31, 1996         $149,939     $346   $(1,797)  $148,488

Municipal Obligations             $ 33,234   $    1   $(  228) $  33,007
Auction Rate and Adjustable
   Rate Preferred Stock             86,476       13    (1,341)    85,148
Classified as Short-term           119,710       14    (1,569)   118,155

Municipal Obligations               50,944      989    (1,902)    50,031
Auction Rate Preferred Stock        33,500             (   72)    33,428
Classified as Long-term             84,444      989    (1,974)    83,459

Total at January 31, 1995         $204,154   $1,003   $(3,543)  $201,614

The proceeds from sales of available-for-sale securities were $15.1, $60.4 and
$79.9 million for Fiscal 1996, 1995 and 1994, respectively.

Gross realized gains and (losses) on the sale of available-for-sale securities 
were $80 thousand and $(535) thousand for Fiscal 1996, $326 thousand and 
$(426) thousand for Fiscal 1995 and $112 thousand and $(836) thousand for 
Fiscal 1994.

Maturities of municipal obligations classified as long-term are $33.6 million 
after 1 year through 5 years, $0 after 5 years through 10 years and $2.1 
million after 10 years.




NOTE 9 - Income Taxes:

(Dollars in Thousands)
Fiscal Years End on 
January 31                      1996              1995              1994
of Following Year          Amount    %        Amount    %      Amount    %
                                  Statutory Rate Reconciliation

Pre-Tax Earnings          $453,606  100.0%  $352,107  100.0%  $343,531  100.0%

Federal Income Tax at 
  Statutory Rate           158,762   35.0    123,237   35.0    120,236   35.0
State Income Taxes-Net
  of Federal Tax Benefit     7,968    1.8      8,093    2.3      4,248    1.2
Other                       (5,274)  (1.2)    (5,250)  (1.5)    (4,513)  (1.3)
Total Income Tax 
  Provision               $161,456   35.6%  $126,080   35.8%  $119,971   34.9%

                                  Components of Income Tax Provision
Current
  Federal                 $135,075   83.7%   $86,347   68.5%  $ 98,432   82.0%
  State                      9,338    5.8      6,809    5.4      3,431    2.9
Total Current              144,413   89.5     93,156   73.9    101,863   84.9
Deferred
  Federal                   14,122    8.7     27,282   21.6     15,004   12.5
  State                      2,921    1.8      5,642    4.5      3,104    2.6
Total Deferred              17,043   10.5     32,924   26.1     18,108   15.1
Total Income Tax 
  Provision               $161,456  100.0%  $126,080  100.0%  $119,971  100.0%


The tax effect of cumulative temporary differences and carryforwards that gave 
rise to the deferred tax assets and liabilities and the related valuation 
allowance at January 31, 1997, 1996 and 1995 is as follows (in thousands):





</TABLE>
<TABLE>
<CAPTION>
                               January 31, 1997               January 31, 1996                 January 31, 1995
                       Assets   Liabilities   Total     Assets   Liabilities   Total     Assets   Liabilities   Total
<S>                   <C>       <C>         <C>        <C>       <C>          <C>        <C>      <C>         <C>  
Accrued Excess 
  Property and  Store 
  Closing Costs       $13,966           -    $13,966    $6,245           -     $6,245    $17,077          -    $17,077
Insurance               9,470           -      9,470     6,725           -      6,725      4,568          -      4,568
Depreciation                -   $(117,779)  (117,779)        -    $(92,280)   (92,280)         -   $(67,461)   (67,461)
Property Taxes          5,371           -      5,371     4,859           -      4,859      6,230          -      6,230
Other, Net             17,081      (9,555)     7,526    17,156      (5,529)    11,627     14,265     (5,612)     8,653
Less Valuation
  Allowance              (311)          -       (311)   (1,565)          -     (1,565)      (149)         -       (149)
    Total             $45,577   $(127,334)  $(81,757)  $33,420    $(97,809)  $(64,389)   $41,991   $(73,073)  $(31,082)
</TABLE>



The valuation allowance decreased $1,254,000, increased $1,416,000 and
decreased $3,577,000 for Fiscal 1996, 1995 and 1994, respectively.


NOTE 10 - Employee Retirement Plans:

The Company's contribution to its Employee Stock Ownership Plan (ESOP) is 
determined annually by the Board of Directors. The ESOP covers all employees 
after completion of one year of employment and 1,000 hours of service during 
that year. Contributions are allocated to participants based on their eligible
compensation relative to total eligible compensation. The Board authorized 
contributions totaling 14% of eligible compensation for Fiscal 1996 and 1995 
and 13% of eligible compensation for Fiscal 1994. Contributions may be made in 
cash or shares of the Company's common stock and are generally made in the 
following fiscal year.  ESOP expense for Fiscal 1996, 1995 and 1994 was $61.1, 
$40.1 and $44.8 million, respectively.

At January 31, 1997, the Employee Stock Ownership Trust held approximately 
12.8% of the outstanding common stock of the Company and was its second 
largest shareholder.

Shares allocated to ESOP participants' accounts are voted by the trustee 
according to the participants' voting instructions. Unallocated shares and 
shares for which no voting instructions are received are voted by the trustee 
as directed by a management committee. At January 31, 1997, there were no 
unallocated shares.

The Board of Directors determines contributions to the Company's Employee 
Savings and Investment Plan (ESIP) each year based upon a matching formula 
applied to employee contributions. All employees are eligible to participate 
in the ESIP on the first day of the month following completion of one year of 
employment. Company contributions to the ESIP for Fiscal 1996, 1995 and 1994 
were $7.2, $6.0 and $4.9 million, respectively. The Company's common stock is 
an investment option for participants in the ESIP. At January 31, 1997, the 
ESIP held approximately .9% of the outstanding common stock of the Company. 
Shares held in the ESIP are voted by the trustee as directed by an 
administrative committee of the ESIP.

The Company does not believe that it has any material liability for 
postemployment or postretirement benefits.

NOTE 11 - Shareholders' Equity:

Authorized shares of common stock were 700 million at January 31, 1997, 1996 
and 1995.

Transactions affecting the shareholders' equity section of the consolidated 
balance sheets are summarized as follows:

<TABLE>
(In Thousands)                Shares       (In Thousands)                                    Shareholders' Equity
<CAPTION>
                                                                                           Unrealized
                                                                               Unearned     Loss on
                                                    Capital in               Compensation   Available
                                           Common    Excess of    Retained    Restricted     For Sale     Total
                            Outstanding    Stock     Par Value    Earnings   Stock Awards   Securities    Equity
<S>                         <C>            <C>       <C>          <C>        <C>           <C>          <C> 
Balance January 31, 1994       147,887     $73,943    $202,962    $596,764                              $873,669
Net Earnings                                                       223,560                               223,560
Tax Effect of Non-qualified
  Stock Options Exercised (Note 12)                      2,344                                             2,344
Cash Dividends                                                     (27,433)                              (27,433)
Stock Sale                      10,350       5,175     310,522                                           315,697
Stock Options Exercised 
  (Note 12)                        172          86       1,219                                             1,305
Stock Received for Exercise of
  Stock Options                     (6)         (3)       (202)                                             (205)
Stock Issued to ESOP (Note 10) 	    922         461      31,268                                            31,729
Conversion of 3% Notes               8           4         193                                               197
Shares issued to Directors           4           2         124                                               126
Unearned Compensation-Restricted
  Stock Awards (Note 12)           190          96       6,408                  $(5,949)                     555
Unrealized Loss on Available for Sale
  Securities, Net of Income 
  Taxes of $886                                                                              $(1,654)      (1,654)
Balance January 31, 1995       159,527      79,764     554,838     792,891       (5,949)      (1,654)   1,419,890

Net Earnings                                                       226,027                                226,027
Tax Effect of Non-qualified
Stock Options Exercised (Note 12)                           25                                                 25
Cash Dividends                                                     (30,471)                               (30,471)
Stock Options Exercised (Note 12)    4           2          42                                                 44
Stock Issued to ESOP (Note 10)   1,182         591      36,631                                             37,222
Conversion of 3% Notes              97          49       2,183                                              2,232
Shares issued to Directors           4           2          93                                                 95
Unearned Compensation-Restricted
  Stock Awards (Note 12)           104          51       3,016                   (2,127)                      940
Unrealized Loss on Available for Sale
  Securities, Net of Income Tax 
  Benefit of $378                                                                                711          711
Balance January 31, 1996       160,918      80,459     596,828     988,447       (8,076)        (943)   1,656,715

Net Earnings                                                       292,150                                292,150
Cash Dividends                                                     (34,709)                               (34,709)
Stock Issued to ESOP (Note 10)   1,215         607      43,283                                             43,890
Conversion of 3% Notes          10,897       5,448     251,350                                            256,798
Shares issued to Directors           4           2         135                                                137
Unearned Compensation-Restricted
  Stock Awards (Note 12)           370         186      12,065                  (10,358)                    1,893
Unrealized Loss on Available for Sale
  Securities, Net of Income Tax
  Benefit of $325                                                                                 602         602
Balance January 31, 1997      173,404      $86,702    $903,661  $1,245,888     $(18,434)        $(341) $2,217,476
</TABLE>




The Company has 5 million authorized shares of preferred stock ($5 par), none 
of which have been issued. The preferred stock may be issued by the Board of 
Directors (without action by shareholders) in one or more series, having such 
voting rights, dividend and liquidation preferences and such conversion and 
other rights as may be designated by the Board of Directors at the time of 
issuance of the preferred shares.

The Company has a shareholder rights plan which provides for a dividend 
distribution of one preferred share purchase right on each outstanding share 
of common stock.  Each purchase right will entitle shareholders to buy one 
unit of a newly authorized series of preferred stock.  A shareholder's 
interest is not diluted by the effects of a stock dividend or stock split.  At 
the time of adopting the rights plan, each unit was intended to be the 
equivalent of one share of common stock.  The purchase rights will be 
exercisable only if a person or group acquires or announces a tender offer for 
20% or more of Lowe's common stock.  The purchase rights do not apply to the 
person or group acquiring the stock.  The purchase rights will expire on 
September 19, 1998.


NOTE 12 - Stock Incentive Plans: 

The Company has two stock incentive plans, referred to as the "1994" and 
"1997" Incentive Plans, under which incentive and non-qualified stock options, 
stock appreciation rights, restricted stock awards and incentive awards may be 
granted to key employees.  The 1997 plan has been approved by the Board of 
Directors and is subject to shareholder approval at the Annual Meeting in May 
1997.   No awards may be granted after January 31, 2004 under the 1994 plan 
and 2007 under the 1997 plan.  Stock options generally have terms ranging from 
5 to 10 years, vest evenly over 3 years and are assigned an exercise price of 
not less than the fair market value on the date of grant.  At January 31, 
1997, there were 576,990 and 4,910,000 (subject to shareholder approval) 
shares available for grants under the 1994 and 1997 plans, respectively.  

Option information is summarized as follows:

Key Employee Stock Option Plans                        Weighted-average
                                      Shares       Exercise Price Per Share
                                 (in Thousands)
Outstanding January 31, 1994             154                         $7.117
  Granted                                 20                        $38.750
  Canceled or Expired                     (2)                        $6.375
  Exercised                             (152)                        $7.128

Outstanding January 31, 1995 and 1996     20                        $38.750
  Canceled or Expired                    (10)                       $38.750
  Granted                              1,215                        $39.125

Outstanding January 31, 1997           1,225                        $39.122

Exercisable January 31, 1997,
    expiring 2004                         10                        $38.750

Of the 1,225,000 options outstanding at January 31, 1997, the exercise prices 
per share range from $38.75 to $39.125 and their weighted-average remaining 
term is 4.8 years.

Stock appreciation rights are denominated in units, which are comparable to a 
share of common stock for purposes of determining the amount payable under an 
award.  An award entitles the participant to receive the excess of the final 
value of the unit over the fair market value of a share of common stock on the 
first day of the performance period.  The final value is the average closing 
price of a share of common stock during the last month of the performance 
period.  Limits are established with respect to the amount payable on each 
unit.  A total of 758,950 stock appreciation rights, with performance periods 
of three years and a maximum payout of $4,782,000, were outstanding at January 
31, 1997.  The costs of these rights are being expensed over the performance 
periods and have reduced pre-tax earnings by $1.0, $1.0 and $2.1 million in 
Fiscal 1996, 1995 and 1994, respectively.

Restricted stock awards of 388,550, 133,500 and 192,000, with per share 
weighted-average fair values of $33.139, $31.251 and $34.202, were granted to 
certain executives in Fiscal 1996, 1995 and 1994, respectively.  These shares 
are nontransferable and subject to forfeiture for periods prescribed by the 
Company.  These shares may become transferable and vested earlier based on 
achievement of certain performance measures.  During Fiscal 1996, a total of 
18,250 shares were forfeited and 35,000 shares became vested and transferable. 
At January 31, 1997, grants totaling 664,300 shares are included in 
Shareholder's Equity and are being amortized as earned over periods not 
exceeding seven years.  Related amortization expense for Fiscal 1996, 1995 and 
1994 was $1.9, $.6 and $.4 million, respectively.

The Company had a Non-Employee Directors' Stock Option Plan that expired at 
the end of Fiscal 1993. This Plan provided stock options to each outside 
Director following the Annual Meetings of 1989 through 1993. Options 
representing 140,000 shares were granted under this Plan of which options 
representing 56,000 shares have been exercised. The option price per share was 
$6.375 for Fiscal 1989, $10.906 for Fiscal 1990, $8.625 for Fiscal 1991, 
$10.969 for Fiscal 1992 and $18.875 for Fiscal 1993.  At January 31, 1997, 
options for 84,000 shares (expiration dates range from 1999 through 2003) were 
exercisable under the Non-Employee Directors' Stock Option Plan.

The Company has a Director's Stock Incentive Plan.  This Plan provides that at 
the first Board meeting following each annual meeting of shareholders, the 
Company shall issue each non-employee Director 500 shares of common stock.  Up 
to 25,000 shares may be issued under this Plan. In Fiscal 1996, 1995 and 1994, 
4,000, 3,500 and 4,000 shares, respectively, were issued at under this Plan.

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to 
Employees," and related interpretations in accounting for its stock options 
plans.  Accordingly, no compensation expense has been recognized for stock-
based compensation where the option price of the stock approximated the fair 
market value of the stock on the date of grant, other than for restricted 
stock grants and stock appreciation rights.  No stock options were granted in 
fiscal 1995.  Had compensation for Fiscal 1996 stock options granted been 
determined consistent with Statement of Financial Accounting Standards No.123 
(SFAS 123), "Accounting for Stock-Based Compensation," the Company's net 
earnings and earnings per common share amounts for Fiscal 1996 would 
approximate the following proforma amounts (dollars in thousands except per 
share data):
                                                 As Reported   Proforma
Net Earnings                                       $292,150    $291,411
Earnings per Common & Common Equivalent Share      $   1.74    $   1.74
Earnings per Common Share - Assuming Full Dilution $   1.71    $   1.71

The fair value of each option granted during Fiscal 1996 is estimated as 
$16.99 on the date of grant using the Black-Scholes option-pricing model with 
the following assumptions:  expected volatility of 38%, expected dividend 
yield of .2%; risk-free interest rate of  6%; and an expected life of 5 years. 
The effects of applying SFAS 123 in this proforma disclosure are not 
indicative of future amounts.




NOTE 13 - Leases:

The Company leases certain store facilities under agreements with original 
terms generally of twenty years.  Agreements generally provide for contingent 
rental based on sales performance in excess of specified minimums. To date, 
contingent rentals have been very nominal. The leases typically contain 
provisions for four renewal options of five years each. Certain equipment is 
also leased by the Company under agreements ranging from two to five years. 
These agreements typically contain renewal options providing for a 
renegotiation of the lease, at the Company's option, based on the fair market 
value at that time.

The future minimum rental payments required under capital and operating leases 
having initial or remaining noncancelable lease terms in excess of one year 
are summarized as follows:

                          Operating Leases          Capital Leases
Fiscal Year          Real Estate  Equipment    Real Estate  Equipment  Total
(Dollars in Thousands)

1997                  $56,366       $497       $  46,908       $197    103,968
1998                   56,364        325          46,790        193    103,672
1999                   50,648        278          46,780        193     97,899
2000                   49,595         56          46,798        120     96,569
2001                   49,338          -          46,817          -     96,155
Later Years           645,237          -         649,896          -  1,295,133

Total Minimum Lease
  Payments           $907,548*   $1,156         $883,989       $703 $1,793,396
Total Minimum Capital Lease Payments                   $884,692
Less Amount Representing Interest                       455,291

Present Value of Minimum Lease Payments                 429,401
Less Current Maturities                                   9,546

Present Value of Minimum
  Lease Payments,Less Current Maturities               $419,855

*   Total minimum payments have not been reduced by minimum sublease rentals 
    of $9.8 million to be received in the future under noncancelable 
    subleases.

Rental expenses under operating leases for real estate and equipment were 
$59.2 million, $54.1 million and $40.2 million in Fiscal 1996, 1995 and 1994, 
respectively.




NOTE 14 - Commitments, Contingencies and Litigation:

The Company had purchase commitments at January 31, 1997, of approximately 
$43.5 million for land, buildings and construction of facilities, and $16.6 
million for supplies and equipment.

The Company is a defendant in legal proceedings considered to be in the normal 
course of business and none of which, singularly or collectively, are 
considered material to the Company as a whole. Potential liability in excess 
of the Company's self-insured retention under these proceedings is covered by 
insurance.

The Company is subject to various environmental protection laws and 
regulations and is operating within such laws or is taking action aimed at 
assuring compliance with such laws and regulations.  The Company has been 
identified as a potentially responsible party in connection with two landfill 
sites at which environmental damage is alleged.  Management believes that it 
is a very remote possibility that any associated costs to the Company will 
have a material impact on the Company's financial condition or results of 
operations.


NOTE 15 - Store Restructuring:

In Fiscal 1991, the Company recorded a pre-tax fourth quarter charge of $71.3 
million for the expected costs and expenses required to accelerate the 
Company's conversion from a chain of small stores to a chain of large stores. 
The charge included stores closed and relocated under the restructuring plan 
in the fourth quarter of Fiscal 1991 through Fiscal 1995.  All costs 
associated with relocations and closings during 1994 and 1995 were charged 
against the restructuring accrual and did not have an effect on earnings. All 
such costs in Fiscal 1996 were included in selling, general and administrative 
expenses since the store restructuring accrual was depleted as of  January 31, 
1996.



NOTE 16 - Other Information:

(Dollars in Thousands)

Net interest expense is composed of the following:

Fiscal Years End on January 31 of  Following Year    1996      1995      1994
Long-Term Debt                                    $31,300   $34,536   $36,001
Capitalized Leases                                 29,076    16,872     7,436
Short-Term Debt                                     4,368     3,001     1,056
Amortization of Loan Costs                            403       296       295
Short-Term Interest Income                         (8,765)  (10,897)  (12,237)
Interest Capitalized                               (7,315)   (5,768)   (4,678)
Net Interest Expense                              $49,067   $38,040   $27,873

Supplemental Disclosures of Cash Flow Information:

Fiscal Years End on January 31 of  Following Year    1996      1995      1994

Cash Paid for Interest
  (Net of Amount Capitalized)                     $66,350   $55,231   $43,145
Cash Paid for Income Taxes                       $125,266   $77,858  $108,064

Noncash Investing and Financing Activities:

Fixed Assets Acquired under
  Capital Leases                                 $182,676   $96,948  $104,207
Common Stock Issued to ESOP (Note 10 and 11)       43,890    37,222    31,729
Common Stock Issued to Executives and 
  Directors, net of Unearned Compensation           2,030     1,035       681
Common Stock Received for
  Exercise of Stock Options                             -         -       205
Conversion of Debt to Common Stock                256,798     2,232       197
Notes Received in Exchange
  for Property                                   $      -    $1,450    $6,067



Page 37:
<TABLE>
SELECTED FINANCIAL DATA
LOWE'S COMPANIES, INC. AND SUBSIDIARY COMPANIES
<CAPTION>
(Dollars in Thousands, Except Per Share Data)

Fiscal Years End on January 31 of
  Following Year (Unaudited)        	1996         1995         1994         1993         1992
<S>                            <C>          <C>          <C>          <C>          <C>
Selected Income Statement Data:
  Net Sales                    $8,600,241   $7,075,442   $6,110,521   $4,538,001	   $3,846,418
  Net Earnings                    292,150      226,027      223,560      131,786       84,720
  Earnings Per Share-Full Dilution   1.71         1.36         1.39          .89          .58
  Cash Dividends Per Share     $      .21   $      .19     $    .18      $   .16      $   .14

Selected Balance Sheet Data:
  Total Assets                 $4,434,954   $3,556,386   $3,105,992   $2,201,648	   $1,608,877
  Long-Term Debt, Including
  Current Maturities           $  789,904   $  880,310   $  708,097   $  641,880   $  335,283
</TABLE>



<TABLE>
<CAPTION>
Selected Quarterly Data (Unaudited) *
Three Months Ended              January 31    October 31      July 31      April 30
<S>                            <C>           <C>            <C>           <C>

Fiscal 1996
  Net Sales                     $2,041,496   $2,193,239     $2,459,008	    $1,906,498
  Gross Margin                     552,301      566,166        628,792       476,500
  Net Earnings                      55,626       75,183        114,279        47,062
  Earnings Per Share-
    Full Dilution                 $    .32	    $     .43      	$     .67     $     .28

Fiscal 1995
  Net Sales                     $1,696,702    	$1,765,992    	$1,978,058    $1,634,690
  Gross Margin                     418,622       428,943       493,572	       422,110
  Net Earnings                      38,175        43,919        85,007        58,926
  Earnings Per Share-
    Full Dilution                 $    .23    $      .27     	$     .51     	$     .36

Fiscal 1994
  Net Sales                     $1,487,489    $1,579,005    $1,647,019    $1,397,008
  Gross Margin                     391,130       381,146       403,560       336,708
  Net Earnings                      46,265        54,191        71,351        51,753
  Earnings Per Share-
    Full Dilution                 $    .28	     $     .33    	$      .45    	$      .34
</TABLE>
*  LIFO Adjustment:
Fiscal 1996 - The total LIFO effect for the year was a charge of $1.4 
million. A charge of $10.5 million was made against earnings through the 
first nine months, resulting in a fourth quarter charge of $9.1 million.

Fiscal 1995 - The total LIFO effect for the year was a charge of $8.3 
million. A charge of $10.8 million was made against earnings through the 
first nine months, resulting in a fourth quarter credit of $2.5 million. 

Fiscal 1994 - The total LIFO effect for the year was a charge of $.4 million. 
A charge of $9.5 million was made against earnings through the first nine 
months, resulting in a fourth quarter credit of $9.1 million.



Page 38:
Lowe's Quarterly Stock Price Range and Cash Dividend Payment

                 Fiscal 1996            Fiscal 1995            Fiscal 1994
          High    Low  Dividend   High   Low  Dividend   High   Low   Dividend
1st
 Quarter $36 1/4 $29 3/8 $.050    38 7/8 $27 1/2 $.045   $36 1/2 $27 3/4 $.040
2nd 
 Quarter  39      28 5/8  .050    37 1/4  26      .045    37 3/4  30 1/2  .045
3rd
 Quarter  43 5/16 32 3/8  .050    37 7/8  26 1/4  .050    40 7/8  30      .045
4th
 Quarter $43 1/2 $31 5/8 $.055   $34 7/8 $27 7/8 $.050   $41 3/8 $33 1/8 $.045




Inside Back cover:
Lowe's Profile

Lowe's Companies, Inc. is the world's second largest home improvement 
retailer, serving the do-it-yourself home improvement, home decor, home 
repair, and home construction markets.

Lowe's 402 stores serve customers in 24 states located mainly in the East. 
In 1996 our average store did $22.2 million in sales. Our large stores 
averaged $26.1 million in sales.

At year-end, our retail sales space totaled approximately 30.4 million 
square feet. Our employees numbered 53,492.

Lowe's has been a publicly owned company since October 6, 1961. Our stock 
has been listed on the New York Stock Exchange since December 19, 1979; on 
the Pacific Stock Exchange since January 26, 1981; and on the London Stock 
Exchange since October 6, 1981. Shares are traded under the ticker symbol 
LOW.



Appendix to EXHIBIT 13
Graphic and Image Material

Page 1  Two Individual Pictures 
One each of Robert L. Strickland and Robert L. Tillman


Page 12  Two Charts

Top Ten World Powers of DIY Retailing
Rank    Company          Country           1996 Sales
                                          US $Billions
 1   The Home Depot     United States        $19.54
 2   Lowe's             United States          8.60
 3   Castorama          France                 3.42*
 4   OBI                Germany                3.23
 5   Menard             United States          3.10
 6   Canadian Tire      Canada                 2.77
 7   Praktiker          Germany                2.43*
 8   Payless Cashways   United States          2.64
 9   Builders Square    United States          2.55
10   B&Q                United Kingdom       $ 2.48

Source:  National Home Center News
Conversion rates as of December 30, 1996
*Preliminary NHCN estimate


Lowe's Total Market Potential
Dollars in Billions
                 Home Center Market
       Building Contractor      Home Owner
         New
       Housing     R&R*      DIY     Durables     Total
2001e    $75.4     $46.4     $121.2    $73.6     $316.6
2000e     73.5      45.3      113.8     68.6      301.2
1999e     71.3      44.1      108.7     64.2      288.3
1998e     68.4      42.8      103.8     60.7      275.7
1997e     67.5      41.5       99.3     59.4      267.7
1996e     67.8      40.3       95.1     58.3      261.5
1995      62.0      37.3       90.1     54.7      244.1
1994      61.4      38.0       87.7     48.1      235.2
1993      52.3      35.6       79.3     40.7      207.9
1992      45.5      33.0       73.9     35.8      188.2
1991      38.9      31.6       68.4     33.6      172.5
1990      45.1      35.7       69.8     33.0      183.6
1985      40.3      25.4       53.1     25.1      143.9
1980      24.4      15.6       38.1     13.9       92.0
1977     $26.8     $10.7      $27.5    $10.0      $75.0

*R&R=Repair and Remodel  e=estimate  p=preliminary
Source:  Home Improvement Research Institute;  Management Horizons


Page 13  

Graph
Home Ownership Rate vs. Mortgage Rate Trends
Illustrated on a quarterly basis through 4th quarter 1996

              Home Ownership %   Mortgage Rates
1994
  1st qtr           63.8 %             7.32 %
  2nd qtr           63.8               8.44
  3rd qtr           64.1               8.59
  4th qtr           64.2               9.10
1995
  1st qtr           64.2 %             8.81 %
  2nd qtr           64.7               7.95
  3rd qtr           65.0               7.69
  4th qtr           65.1               7.35
1996
  1st qtr           65.1 %             7.26 %
  2nd qtr           65.4               8.11
  3rd qtr           65.6               8.16
  4th qtr           65.4               7.70

Source:  Bureau of the Census, "Current Housing Reports";
         Department of Housing and Urban Development


Chart
Merchandise Sales Trends
Dollars in Millions

                                                                      Base Year
                            Change     1996       1995      1994        1990  
Total Sales                  From   Total       Total      Total      Total
6-Year CGR                   1995   Sales  %    Sales  %   Sales  %   Sales  %
            Category
+10%  1.Structural Lumber    - 3%  $  815   9   $ 839  12  $ 930  15  $ 466  16
+12   2.Building Commodities
        & Millwork           +24    1,866  21   1,508  22  1,457  24    969  34
+39   3.Home Decor           +36      528   6     388   5    303   5     73   3
+19   4.Major Appliances/
        & Kitchens           +14      992  12     871  12    717  12    355  12
+30   5.Paint & Sundries     +31      645   8     493   7    386   6    133   5
+27   6.Plumbing             +28      776   9     607   9    480   8    185   7
+30   7.Electrical           +26      707   8     559   8    442   7    148   5
+32   8.Power Tools          +34      487   6     364   5    301   5     94   3
+28   9.Hardware             +28      493   6     386   5    290   5    110   4
+23  10.Nursery & Gardening  +19      728   8     610   9    497   8    213   8
+37  11.Outdoor Hardlines    +25      563   7     450   6    308   5     87   3
+20%    Totals               +22%  $8,600 100  $7,075 100 $6,111 100 $2,833 100



Page 18  Individual Pictures of the Directors

William A. Andres, John M. Belk, Carol A. Farmer, Paul Fulton, James F. Halpin,
Leonard G. Herring, Petro Kulynych, Russell B. Long, Claudine B. Malone,
Robert G Schwartz, Robert L. Strickland, Robert L. Tillman

Page 19 Individual picture of Gordon Cadwgan with the following caption:

Gordon Cadwgan has been a true friend and trusted advisor to Lowe's ever since 
he helped take our company public in 1961. Through the decades his cool head 
and warm heart have been among our most valuable corporate assets. He retired 
from Lowe's board in 1996 and was elected director emeritus. We wish him all 
the benefits of a long and happy retirement.


Page 25  Two graphs below the statements of current and retained earnings.

1989-1995 Sales and Earnings*
Percent of Total Year -- A Six-Year Average

Quarter         Sales %     Earnings %
  1               23            23
  2               28            36
  3               25            23
  4               24            18
* 1991 is not included in the analysis 
because the restructuring charge distorts results.


Comparable Store Sales1
Dollars in millions

                 Sales            %
Quarter      1996     1995     Change
  1         $1.540   $1.521      +1
  2          1.998    1.846      +8
  3          1.801    1.637     +10
  4          1.687    1.590      +6
1 Comparable store:  stores open more 
than 1 year with comparable square footage.





Inside back cover   Map and Chart describing location of Lowe's stores.

  State         # of stores
Alabama            16
Arkansas            7
Delaware            3
Florida            14
Georgia            19
Iowa                3
Illinois           11
Indiana            18
Kentucky           19
Louisiana          13
Maryland           11
Michigan            6
Mississippi         7
Missouri            5
North Carolina     69
New York            1
Ohio               34
Oklahoma            8
Pennsylvania       17
South Carolina     24
Tennessee          25
Texas              23
Virginia           36
West Virginia      13





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<TEXT>

                                   Part IV


              LOWE'S COMPANIES, INC. AND SUBSIDIARY COMPANIES

                   EXHIBIT 21 - SCHEDULE OF SUBSIDIARIES



NAME AND DOING BUSINESS AS:                       STATE OF  INCORPORATION

Lowe's Home Centers, Inc.                               North Carolina
The Contractor Yard, Inc.                               North Carolina
Sterling Advertising, Ltd.                              North Carolina
LF Corporation                                          Delaware
Lowe's Home Centres (Canada), Inc.                      Canada
LG Sourcing, Inc.                                       North Carolina


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<TEXT>

EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT


Lowe's Companies, Inc.

We consent to the incorporation by reference in Registration Statement 
No. 33-64560 on Form S-3, Registration Statement No. 33-51865 on Form S-3, 
Post-Effective Amendment No. 1 to Registration Statement No. 33-2618 on Form 
S-8, Registration Statement No. 33-29772 on Form S-8, Registration Statement 
No. 33-54497 on Form S-8, Registration Statement No. 33-54499 on Form S-8, and 
Registration Statement No. 333-14257 on Form S-3, of our report dated February 
20, 1997 appearing in or incorporated by reference in this Annual Report on 
Form 10-K of Lowe's Companies, Inc. for the year ended January 31, 1997.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Charlotte, North Carolina
April 23, 1997



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>7
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               JAN-31-1997
<CASH>                                          40,387
<SECURITIES>                                    30,103
<RECEIVABLES>                                  117,562
<ALLOWANCES>                                         0
<INVENTORY>                                  1,605,880
<CURRENT-ASSETS>                             1,851,466
<PP&E>                                       2,494,396
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,434,954
<CURRENT-LIABILITIES>                        1,348,531
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        86,702
<OTHER-SE>                                   2,130,774
<TOTAL-LIABILITY-AND-EQUITY>                 4,434,954
<SALES>                                      8,600,241
<TOTAL-REVENUES>                             8,600,241
<CGS>                                        6,376,482
<TOTAL-COSTS>                                6,376,482
<OTHER-EXPENSES>                             1,721,086
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              49,067
<INCOME-PRETAX>                                453,606
<INCOME-TAX>                                   161,456
<INCOME-CONTINUING>                            292,150
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   292,150
<EPS-PRIMARY>                                     1.74
<EPS-DILUTED>                                     1.71
        

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>8
<TEXT>

                                  Part IV

            LOWE'S COMPANIES, INC. AND SUBSIDIARY COMPANIES

            EXHIBIT 12 - COMPUTATION OF FIXED CHARGE COVERAGE
                               (In Thousands)

                                          For the Year Ended January 31,
                                        1997          1996            1995

Income Before Income Taxes            453,606        352,107        343,531
Fixed Charges:
  Interest Expense                     57,832         48,937         40,110
  1/3 Rental Expense                   19,719         18,045         13,400

Earnings, as Defined                  531,157        419,089        397,041

Fixed Charges:
  Interest Expense                     57,832         48,937         40,110
  Capitalized Interest                  7,315          5,768          4,678
  1/3 Rental Expense                   19,719         18,045         13,400

Fixed Charges                          84,866         72,750         58,188


Fixed Charge Coverage
  (Ratio of Earnings to Fixed Charges)    6.3            5.8            6.8



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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