Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc. [ HDS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
James F. Brumsey, Attorney-in-Fact for Kathleen J. Affeldt 09/09/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Know all by these presents, that the undersigned hereby
constitutes and appoints each of Ricardo J. Nunez, James F.
Brumsey and Rita L. Fadell, and each of them individually,
the undersigneds true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in
the undersigneds capacity as an Officer and/or
Director of HD Supply Holdings, Inc. (the
Company), (i) Forms 3, 4 and 5 and any other
forms required to be filed in accordance with
Section 16(a) of the Securities Exchange Act of
1934 (the Exchange Act) and the rules thereunder
(a Section 16 Form), and (ii) a Form ID and any
other forms required to be filed or submitted in
accordance with Regulation S-T promulgated by the
United States Securities and Exchange Commission
(or any successor provision) in order to file a
Section 16 Form electronically (a Form ID, and,
together with a Section 16 Form, the Forms and
(2)	do and perform any and all acts for and on behalf
of the undersigned which may be necessary or
desirable to complete and execute any such Forms
and Schedules, complete and execute any amendment
or amendments thereto, and timely file such Forms
and Schedules with the United States Securities
and Exchange Commission and any stock exchange or
similar authority; and
(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the
opinion of each such attorney-in-fact, may be of
benefit to, in the best interest of, or legally
required by, the undersigned, it being understood
that the documents executed by each such attorney-
in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and
shall contain such terms and conditions as he or
she may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that each such attorney-in-fact, or his
or her substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned
acknowledges that each such attorney-in-fact is serving in
such capacity at the request of the undersigned, and is not
assuming, nor is the Company assuming, any of the
undersigneds responsibilities to comply with Section 16 of
the Exchange Act.
The Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file any
Forms and Schedules with respect to the undersigned?s
holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a
signed writing delivered to each such attorney-in-fact.
From and after the date hereof, any Power of Attorney
previously granted by the undersigned concerning the subject
matter hereof is hereby revoked.
      IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 5th day of
September, 2014.

By:/s/ Kathleen J. Affeldt
Kathleen J. Affeldt

the subject
matter hereof is hereby revoked.
      IN WITNESS WHEREOF, the undersigned has caused thi