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[WALMART LETTERHEAD APPEARS HERE]
April 3, 1996
Ms. Stacey Kramer
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20542
Re: Wal-Mart Stores, Inc.
Registration Statement on Form S-3 (Reg. No. 333-2089)
Dear Ms. Kramer:
On behalf of Wal-Mart Stores, Inc. (the "Company"), the following language
is hereby added to the Company's Registration Statement on Form S-3,
Registration No. 333-2089, to be set forth on the facing page thereof following
the calculation of the registration fee:
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.
If you should have any further questions, please do not hesitate to
contact John M. Matheson at (918) 586-8950, at your convenience.
Very truly yours,
/s/ Robert K. Rhoads
Robert K. Rhoads
Senior Vice President
General Counsel and Secretary
