Abstract: We prove that graphs G, G' satisfy the same sentences of first-order logic with counting of quantifier rank at most k if and only if they are homomorphism-indistinguishable over the class of all graphs of tree depth at most k. Here G, G' are homomorphism-indistinguishable over a class F of graphs if for each graph F ϵ F, the number of homomorphisms from F to G equals the number of homomorphisms from F to G'.