Mail Stop 3561
      							April 28, 2006

Mr. Steve Odland
Chairman and Chief Executive Officer
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, FL  33445

	Re:	Office Depot, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2005
		Filed February 15, 2006
		File Number 1-10948


Dear Mr. Odland:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ending December 31, 2005

Consolidated Financial Statements, page 39

Note B - Asset Impairments, Exit Costs and Other Charges, page 47

1. We note your disclosure that an additional $14.8 million for
the
North American Business Solutions Division and $84.4 million for
the
International Division to complete the closing projects is
expected
to be recognized in future periods.  Please provide us with more
details of the nature of these costs and a discussion of how you
concluded that these costs should not have been recorded as part
of
the restructuring plan in 2005.  Additionally, tell us more about
your supply chain network optimization and how you are treating
the
facilities that you expect to close, i.e. are these currently
recorded as assets held for sale and if they been written down to
their net book value.

2. Please tell us and disclose in future filings the expected
costs
savings will result from the implementation of the 2005 plan in
future periods in your MD&A

3. Please tell us how you determined that you did not have any
discontinued operations as a result of the 2005 Charges.  In this
regard, we note that the Toys "R" Us store locations and the Tech
Depot subsidiary appear to be independently functioning
operations.

Note D - Goodwill and Other Intangible Assets, page 50

4. Using the guidance in paragraphs 30-31 of SFAS 142, tell us how
you determined your reporting units for purposes of performing
your
goodwill impairment test.  Additionally, tell us how you have
determined the amount of goodwill to be assigned to your separate
reporting units.

5. Please tell us and disclose in future filings the types of
intangible assets and the amortization period in accordance with
paragraph 44 of SFAS 142.  For your indefinite-lived intangible
assets, please tell us what is included in the $55.4 million and
how
you determined that these assets were indefinite-lived.   We may
have
further comment.









Note E - Debt, page 51

6. We note your disclosure that you modified and extended your
credit
facility, and that definitions in the agreement were modified to
exclude certain items from the coverage tests.  Please tell us why
this was done, and comment on whether you would have been in
compliance with these covenants as of September 2005 and December
2005 had these modifications not taken place.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kathleen Kerrigan, Staff Accountant, at
(202)
551-3369 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3841
with any other questions.

								Sincerely,



								Michael Moran
								Accounting Branch Chief



Mr. Steve Odland
Office Depot, Inc.
April 28, 2006
Page 1