WAL MART STORES INC
10-Q, 1999-06-07
VARIETY STORES
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                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-Q
(Mark One)
[X]  Quarterly  Report Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 for the quarterly period ended April 30, 1999.
                                   or
[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______to______.

Commission file number 1-6991

                            WAL-MART STORES, INC.
         (Exact name of registrant as specified in its charter)

              Delaware                    ___________71-0415188__________
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification No.)

     702 S.W. Eighth Street
      Bentonville, Arkansas               ____________72716______________
(Address of principal executive offices)           (Zip Code)

                             (501) 273-4000
          (Registrant's telephone number, including area code)

                              Not applicable
          (Former name, former address and former fiscal year,
                      if changed since last report)

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 such shorter periods that
the  registrant  was required to file such reports),  and  (2)  has  been
subject to such filing requirements for the past 90 days.
                           Yes __X__  No _____

            Applicable Only to Issuers Involved in Bankruptcy
               Proceedings During the Preceding Five Years

Indicate by check mark whether the registrant has filed all documents and
reports  required  to  be  filed by Sections 12,  13,  or  15(d)  of  the
Securities  Exchange  Act  of  1934 subsequent  to  the  distribution  of
securities under a plan confirmed by the court.
                           Yes _____  No _____

                  Applicable Only to Corporate Issuers

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

Common Stock, $.10 Par Value - 4,450,133,947 shares as of April 30, 1999.

<PAGE 2>
                      PART I. FINANCIAL INFORMATION
<TABLE>
Item 1. Financial Statements

                 WAL-MART STORES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Amounts in millions)
<CAPTION>

                                             April 30,      January 31,
                                                1999            1999
ASSETS                                       (Unaudited)      (*Note)
<S>                                            <C>          <C>
Cash and cash equivalents                      $   1,967    $   1,879
Receivables                                        1,154        1,118
Inventories                                       18,149       17,076
Prepaid expenses and other                         1,076        1,059
   Total current assets                           22,346       21,132

Property, plant and equipment, at cost            32,217       31,129
Less accumulated depreciation                      7,907        7,455
   Net property, plant and equipment              24,310       23,674

Property under capital leases                      3,504        3,335
Less accumulated amortization                      1,064        1,036
   Net property under capital leases               2,440        2,299

Other assets and deferred charges                  2,927        2,891

   Total assets                                $  52,023    $  49,996

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                               $  11,235    $  10,257
Accrued liabilities                                4,800        4,998
Other current liabilities                          1,710        1,507
   Total current liabilities                      17,745       16,762

Long-term debt                                     6,933        6,908
Long-term obligations under capital leases         2,846        2,699
Deferred income taxes and other                      714          716
Minority Interest                                  1,768        1,799

Common stock and capital in excess of par value      878          880
Retained earnings                                 21,620       20,741
Other accumulated comprehensive income        (      481)    (    509)
   Total shareholders' equity                     22,017       21,112

   Total liabilities and shareholders'
     equity                                    $  52,023    $  49,996

</TABLE>
[FN]
<F1>
See accompanying notes to condensed consolidated financial statements
<F2>
*Note:  The balance sheet at January 31, 1999, has been derived from the
        audited financial statements at that date, and condensed.

<PAGE 3>

<TABLE>
                 WAL-MART STORES, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)
               (Amounts in millions except per share data)
<CAPTION>

                                        Three Months Ended
                                             April 30,
                                          1999        1998
<S>                                     <C>         <C>
Revenues:
   Net sales                            $34,717     $29,819
   Other income - net                       406         338
                                         35,123      30,157
Costs and expenses:
   Cost of sales                         27,241      23,526
   Operating, selling and general
     and administrative expenses           5,888      5,073
   Interest costs:
     Debt                                   127         122
     Capital leases                          64          72
                                         33,320      28,793
Income before income taxes and
   minority interest                      1,803       1,364
Provision for income taxes                  660         505

Income before minority interest            1,143        859

Minority interest                        (    33)    (   31)

Net income                               $ 1,110    $   828

Net income per share -
   Basic and dilutive                   $   .25     $   .18

Dividends per share                     $ .0500     $ .0388

Average shareholders' equity             $21,565    $18,661

Return for the period on average
   shareholders' equity                     5.15%      4.44%

Average number of common shares:
   Basic                                  4,449       4,482
   Dilutive                               4,472       4,510

</TABLE>
[FN]
<F1>
 See accompanying notes to condensed consolidated financial statements.

<PAGE 4>

<TABLE>
                   WAL-MART STORES, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                          (Amounts in millions)
<CAPTION>

                                            Three Months Ended April 30,
                                                  1999          1998
<S>                                            <C>            <C>
Cash flows from operating activities:
   Net income                                  $   1,110      $    828

Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                   530           441
     Increase in inventories                   (   1,073)    (     998)
Increase in accounts payable                       1,005           645
     Noncash items and other                   (      26)    (      58)
Net cash provided by operating activities          1,546           858

Cash flows from investing activities:
   Payments for property, plant & equipment    (   1,110)    (     760)
   Other investing activities                         28            34
Net cash used in investing activities          (   1,082)    (     726)

Cash flows from financing activities:
   Increase in commercial paper                        -           527
   Dividends paid                              (     222)    (     174)
   Payment of long-term debt                   (      39)    (     765)
   Purchase of Company stock                   (       9)    (     372)
   Other financing activities                  (     106)    (      24)
Net cash used in financing activities          (     376)    (     808)
Net increase (decrease) in cash and
   cash equivalents                                   88     (     676)
Cash and cash equivalents at beginning
   of year                                         1,879         1,447
Cash and cash equivalents at end of
   period                                      $   1,967      $    771

Supplemental disclosure of cash flow information:

Income taxes paid                              $     418      $    560
Interest paid                                        179           195
Capital lease obligations incurred                   197            89
Property, plant and equipment
   acquired with debt                                 42             -

</TABLE>
[FN]
<F1>
See accompanying notes to condensed consolidated financial statements.

<PAGE 5>

                 WAL-MART STORES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     NOTE 1. Basis of Presentation

      The condensed consolidated balance sheet as of April 30, 1999,  and
the  related  condensed consolidated statements of income for  the  three
month  periods  ended  April  30,  1999,  and  1998,  and  the  condensed
consolidated  statements of cash flows for the three month periods  ended
April  30,  1999, and 1998, are unaudited. In the opinion of  management,
all  adjustments  necessary  for  a fair presentation  of  the  financial
statements have been included. The adjustments consisted only  of  normal
recurring  items.  Interim  results are  not  necessarily  indicative  of
results for a full year.

      The financial statements and notes are presented in accordance with
the  rules and regulations of the Securities and Exchange Commission  and
do  not  contain  certain information included in  the  Company's  annual
report.  Therefore, the interim statements should be read in  conjunction
with  the  Company's annual report for the fiscal year ended January  31,
1999.

     NOTE 2. Inventories

     The Company uses the retail last-in, first-out (LIFO) method for the
Wal-Mart Stores segment, cost LIFO for the Sam's Club segment, and  other
cost methods for the International segment. Inventories are not in excess
of  market  value.  Quarterly  inventory determinations  under  LIFO  are
partially based on assumptions as to inventory levels at the end  of  the
fiscal  year, sales and the rate of inflation for the year. If the first-
in,  first-out (FIFO) method of accounting had been used by the  Company,
inventories  at April 30, 1999, would have been $453 million higher  than
reported,  which  is a decrease in the LIFO reserve of $20  million  from
January  31,  1999. If the FIFO method had been used at April  30,  1998,
inventories  would  have  been  $363 million  higher  than  reported,  an
increase in the LIFO reserve of $15 million from January 31, 1998.

     NOTE 3. Costs of computer software

      In  March 1998, the Accounting Standards Executive Committee issued
Statement  of Position (SOP) 98-1, "Accounting For the Costs of  Computer
Software  Developed  For  or  Obtained For Internal  Use."   The  SOP  is
effective  for the Company as of February 1, 1999.  The SOP requires  the
capitalization of certain costs incurred in connection with developing or
obtaining  software for internal use.  The adoption of SOP 98-1  did  not
have a material impact on the results of operations for the quarter ended
April 30, 1999, and the Company does not anticipate that there will be  a
material impact for the year.


<PAGE 6>

     NOTE 4. Segments

      The  Company  is  principally engaged  in  the  operation  of  mass
merchandising stores that serve customers primarily through the operation
of   three  segments.  The  Company  identifies  its  segments  based  on
management responsibility within the United States and geographically for
all  international  units.  The  Wal-Mart  Stores  segment  includes  the
Company's  discount  stores and Supercenters in the  United  States.  The
Sam's  Club segment includes the warehouse membership clubs in the United
States.  The International segment includes all operations in  Argentina,
Brazil,  Canada,  China,  Germany, Korea, Mexico  and  Puerto  Rico.  The
revenues  in the "Other" category result from sales to third  parties  by
McLane Company, Inc., a wholesale distributor.

Net sales by operating segment were as follows (in millions):
<TABLE>
<CAPTION>
                                         Three Months Ended
                                             April 30,

                                          1999        1998
<S>                                     <C>         <C>
Wal-Mart Stores                         $23,926     $20,737
Sam's Club                                5,580       5,040
International                             3,291       2,605
Other                                     1,920       1,437

Total Net Sales                         $34,717     $29,819

</TABLE>


Operating profit and reconciliation to income before income taxes and
minority interest are as follows (in millions):
<TABLE>
<CAPTION>
                                         Three Months Ended
                                             April 30,

                                          1999        1998
<S>                                     <C>         <C>
Wal-Mart Stores                         $ 1,765     $ 1,400
Sam's Club                                  144         126
International                                64          82
Other                                        21        ( 50)

Operating profit                          1,994       1,558

Interest expense                            191         194

Income before income taxes and
  minority interest                      $ 1,803    $ 1,364

</TABLE>


<PAGE 7>

     NOTE 5. Comprehensive Income

      Statement  of  Financial Accounting Standards No.  130,  "Reporting
Comprehensive Income", establishes standards for reporting and display of
comprehensive  income  and its components. Comprehensive  income  is  net
income,   plus  certain  other  items  that  are  recorded  directly   to
shareholders' equity, bypassing net income.  The only such item currently
applicable to the Company is foreign currency translation adjustments.

      Comprehensive  income was $1,138 million and $840 million  for  the
quarters ended April 30, 1999 and 1998, respectively.

     NOTE 6. Stock split

      On  March 4, 1999, the Company announced a two-for-one stock  split
issued  in  the  form of a 100% stock dividend.  The date of  record  was
March  19, 1999, and it was distributed on April 19, 1999.  Consequently,
the per share data for all periods presented has been restated to reflect
the stock split.

     NOTE 7. Subsequent event

     Subsequent to the Company's  first quarter earnings  release  on May
11, 1999, a $624 million jury verdict was rendered against the Company in
a lawsuit related to distributing groceries in Mexico.  On May 16,  1999,
the Company agreed to settle the lawsuit for an amount less than the jury
verdict.  The Company had previously established reserves related to this
lawsuit  which was not material to its results of operations or financial
position.   The settlement exceeded the Company's estimated reserves  for
this  lawsuit.   As the Company had released its first quarter  operating
results  prior  to  the  settlement on May 16, 1999,  a  charge  will  be
reflected  in  the second quarter for an amount by which  the  settlement
exceeded the reserves, or $0.03 per share net of taxes.  Had the  Company
known of and recorded the charge as of its first quarter earnings release
on  May 11, 1999, net income for the first quarter would have been  $0.03
per share lower than reported.

Item 2. Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
Results of Operations

     The Company had a 16% sales increase for the quarter ended April 30,
1999,  when  compared  to  the same quarter in fiscal  1999.   The  sales
increase was attributable to the Company's expansion program in the  Wal-
Mart  stores, Sam's Clubs and the International segments and  a  domestic
comparative  store sales increase of 9.3%.  This comparative store  sales
increase  is comprised of a 9.6% increase for the Wal-Mart stores  and  a
8.3% increase for the Sam's Clubs.

      Domestic expansion activity during the first three months of fiscal
2000 included the addition of nine new Wal-Mart stores, the conversion of
21  Wal-Mart  stores to Supercenters, six new Supercenters  and  two  new
Sam's Clubs.    International expansion during the first three months  of


<PAGE 8>

fiscal  2000  included the addition of one unit in Canada,  one  unit  in
China and seven units in Mexico.

      At  April  30,  1999,  the Company had 1,857 Wal-Mart  stores,  591
Supercenters, and 453 Sam's Clubs in the United States.  Internationally,
the  Company  operated  units in Argentina(13), Brazil(14),  Canada(154),
Germany(95),  Mexico(423), and Puerto Rico(15) and  under  joint  venture
agreements in China(6) and Korea(4).  At April 30, 1998, the Company  had
1,908  Wal-Mart  stores, 458 Supercenters, and 444  Sam's  Clubs  in  the
United   States.   Internationally,  the  Company   operated   units   in
Argentina(11),  Brazil(9),  Canada(145),  Germany(21),  Mexico(404),  and
Puerto Rico(14), and under joint venture agreements in China(3).

      The  International segment had a 26% sales increase for  the  first
quarter  ended  April  30, 1999. This increase  was  due  principally  to
expansion activities which included the acquisition in July 1998 of  four
units previously operated by Korea Makro in Korea, and the acquisition in
January  1999 of the Interspar hypermarket chain in Germany. As a  result
of  the  timing of these acquisitions, sales for the first quarter  ended
April  30, 1999, are not comparable to the same period last year  due  to
the  additional  sales  generated by these acquisitions  in  the  current
year's period.

     International sales accounted for 9.5% of total Company sales in the
first  quarter of fiscal 2000, compared with 8.7% during the same  period
in  fiscal 1999. Sam's Clubs sales as a percentage of total Company sales
fell  from  16.9% in the quarter ended April 30, 1998, to 16.1%  for  the
quarter ended April 30, 1999, largely as a result of more rapid growth of
sales in other segments.

      The  Company's gross profit as a percentage of sales increased from
21.10%  in  the first quarter of fiscal 1999 to 21.53% during  the  first
quarter  of fiscal 2000.  Gross profit as a percentage of sales  improved
in all operating segments, primarily through a better mix of merchandise.
Additionally,  markdowns, on a comparable basis, and  shrinkage  for  the
first  quarter  of fiscal 2000 were down as a percentage  of  sales  when
compared  to the same period in fiscal 1999.  The improvements  in  gross
profit  occurred  without price increases, despite  acceleration  of  the
Company's price rollback program and with significant growth in the lower
margin  food  business.   As the Sam's Clubs segment  comprises  a  lower
percentage  of consolidated Company sales, the gross profit stated  as  a
percentage  of  sales for the Company as a whole, is positively  impacted
since its contribution to gross margin is a lower percentage than that of
the Wal-Mart and International operating segments.

     Operating, selling, general and administrative expenses decreased as
a percentage of sales from 17.01% during the first quarter of fiscal 1999
to  16.96%  for  the first quarter of fiscal 2000.  The  Wal-Mart  stores
segment  had  expense  improvements, while the Sam's  Clubs  segment  was
largely  unchanged,  and  the  International  segment's  expenses  as   a
percentage of sales increased, for the three-month period ended April 30,
1999  when  compared to the same period of the previous  year.  Excluding
investments  in  new markets, the International segment actually  reduced
expenses as a percentage of sales.  The expense leverage was mitigated in
the  consolidated  results  due to the percentage  of  the  total  volume


<PAGE 9>

decreasing  in  the Sam's Clubs segment, which has lower  expenses  as  a
percentage  of sales, while the percentage of total volume  increased  in
the  International segment, which has higher expenses as a percentage  of
sales than Sam's Clubs.

      The  International  segment's operating profit decreased  from  $82
million in the first quarter of fiscal 1999 to $64 million for the  first
quarter   of  fiscal  2000.   Operating  profit  is  below  last   year's
performance,  due  primarily  to  the expenditures  associated  with  the
acquisitions  in  Germany.  As noted above, the  results  for  the  first
quarter of fiscal 2000 includes the operating results of Korea Makro  and
Interspar(Germany).

      Mexico  was considered to operate in a highly-inflationary  economy
and  using United States Dollars reported its operations for fiscal  year
1999.   In  fiscal  2000,  Mexico  is  no  longer  considered  a  highly-
inflationary  economy  and  is  reporting its  operations  in  its  local
currency.  There was not a material impact on the Company's  consolidated
or International segment's results of operations or financial position as
a result of the change.

Liquidity and Capital Resources

      Cash flows provided by operating activities were $1,546 million for
the  first  quarter of fiscal 2000, compared with $858  million  for  the
comparable  period in fiscal 1999.  Operating cash flow was  up  for  the
three months ended April 30, 1999, primarily due to a larger increase  of
$1,005  million in accounts payable compared with an increase in accounts
payable  of  $645 million in fiscal 1999, and slightly mitigated  by  the
addition  of  $1,073 million in inventory compared with  an  increase  in
inventory  of  $998  million in the comparable  period  in  fiscal  1999.
Inventories for the Company were up only 6% on a sales increase  of  16%.
Cash  and cash equivalents at the end of the quarter were up 155% or $1.2
billion,  when compared with the end of the same period in  fiscal  1999.
During the first three months of fiscal 2000, the Company repurchased  $9
million  of its common stock, paid dividends of $222 million and invested
$1,110 million in capital expenditures.

      At  April 30, 1999, the Company had total assets of $52,023 million
compared  with  total  assets of $49,996 million  at  January  31,  1999.
Working  capital at April 30, 1999, was $4,601 million, up  $231  million
from   January  31,  1999.   The  ratio  of  current  assets  to  current
liabilities was 1.3 to 1.0 at April 30, 1999, April 30, 1998, and January
31, 1999.

      In March 1999, the Company announced plans to increase the existing
common  stock repurchase program by $1.2 billion, resulting  in  a  total
outstanding  authorization  of  $2 billion.   Additionally,  the  Company
increased  the  dividend  29% to $.20 per share  (after  the  two-for-one
common stock split, which was also announced in March of 1999) for fiscal
2000.   This  marks  the twenty seventh consecutive  yearly  increase  in
dividends.

     The Company anticipates generating sufficient operating cash flow to
pay  the  increased  dividend,  to fund  all  capital  expenditures,  and


<PAGE 10>

continue  the  share repurchase program.  The Company plans to  refinance
existing long-term debt as it matures and may desire to obtain additional
long-term  financing  for other purposes or for strategic  reasons.   The
Company  anticipates  no difficulty in obtaining long-term  financing  in
view  of an excellent credit rating and favorable experiences in the debt
market  in  the recent past.  The Company has the ability to sell  up  to
$501  million  of  debt in the public markets under a shelf  registration
statement previously filed with the United States Securities and Exchange
Commission.

Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement  No.  133, "Accounting for Derivative Instruments  and  Hedging
Activities."  As proposed the Statement will be effective for the Company
beginning  February 1, 2001.  The new Statement requires all  derivatives
to  be  recorded  on  the  balance sheet at fair  value  and  establishes
accounting treatment for three types of hedges: hedges of changes in  the
fair  value  of assets, liabilities, or firm commitments; hedges  of  the
variable  cash  flows of forecasted transactions; and hedges  of  foreign
currency exposures of net investments in foreign operations.  The Company
is  analyzing  the  implementation requirements and  currently  does  not
anticipate  there will be a material impact on the results of  operations
or financial position after the adoption of Statement No. 133.

Year 2000 Issue State of Readiness

       Historically,  computer  software  has  been  programmed  to  make
assumptions about the century when given a date that only uses two digits
to  represent  the year.  Although these assumptions have been  perfectly
acceptable the past few decades, they are potential cause for concern for
software   used  in  the  year  2000  and  beyond.   Specifically,   this
abbreviated date format makes it difficult for an application or computer
user  to  distinguish  between years starting with  19xx  and  20xx.  The
Company has been evaluating and adjusting all of its known date-sensitive
systems  and equipment for Year 2000 compliance, including those  systems
and  equipment which supports the Company's International segment.    The
assessment  phase of the Year 2000 project is substantially complete  and
included  assessments of both information technology, such  as  point-of-
sale  computer systems, as well as non-information technology  equipment,
such as warehouse conveyor systems.  All internal coding conversions  are
complete. Some third-party applications representing less than 1% of  the
Company's  total  application inventory remain  to  be  converted,  these
applications  are dependent on vendor upgrade availability  and  will  be
completed by October 1999.  Virtually all of the compliance was performed
or is expected to be performed by Company associates.

     The  next phase of the Company's Year 2000 project, complete  system
testing, began during the second quarter of fiscal 1999. The first  phase
of  testing has been completed on critical systems. No significant issues
have been detected in the testing.  A second, more comprehensive phase of
testing,  started in March 1999 and will continue through  July  1999.  A
final  test  cycle  is  planned for October 1999 to  ensure  all  version
levels,  upgrades,  new releases and enhancements implemented  throughout
the year are Year 2000 compliant.


<PAGE 11>

     The  total incremental estimated cost directly related to  the  Year
2000  remedy is $27 million. Approximately $17.5 million of the  cost  is
related  to  reprogramming, replacement, extensive testing and validation
of  software,  which  is being expensed as incurred, while  approximately
$9.5  million  is  related  to acquisition of hardware,  which  is  being
capitalized.  Approximately  $19 million  of  the  $27  million  cost  of
conversion  had been incurred by the end of the first quarter  of  fiscal
2000.  The majority of the remaining costs include future testing of  the
systems and the purchase of additional equipment.  All of these costs are
being  funded  through  operating cash flows.   These  costs  are  not  a
significant  component  of the Company's overall  information  technology
budget.   The  Company's Information Systems Division did not  defer  any
information technology projects last year to address the Year 2000 issue.
During fiscal 2000 the Company still plans to complete and implement over
half of the normal project load in priority sequence.

     In  addition  to  internal Year 2000 implementation activities,  the
Company  is  communicating with other companies with  which  our  systems
interface  or on which it relies to determine the extent to  which  those
companies  are  addressing  their Year 2000  compliance.   Testing  began
during  the  third quarter of fiscal year 1999 and will be  substantially
complete by October 31, 1999.  Thus far, no significant issues have  been
detected  in the testing process.  There can be no assurance  that  there
will  not be an adverse effect on the Company if third parties,  such  as
utility  companies or merchandise suppliers, do not convert their systems
in  a  timely  manner and in a way that is compatible with the  Company's
systems.   However,  management believes that ongoing communication  with
and assessment of these third parties should minimize these risks.

     The Company anticipates minimal business disruption will occur as  a
result  of Year 2000 issues; however, possible consequences include,  but
are  not  limited  to, loss of communications links  with  certain  store
locations,  loss  of  electric power, inability to process  transactions,
send  purchase  orders, or engage in similar normal business  activities.
In addition, since there is no uniform definition of Year 2000 compliance
and  not  all  customer situations can be anticipated,  the  Company  may
experience  an increase in sales returns of merchandise that may  contain
hardware  or  software components that are not year 2000  compliant.   If
returns  of  merchandise increase, such returns are not  expected  to  be
material to the Company's financial condition.

     Although  the  Company has not finalized its contingency  plans  for
possible  Year  2000 issues, initial analysis and planning  is  underway.
Where  needed, the Company will establish contingency plans based on  its
actual  testing  experience  with its supplier  base  and  assessment  of
outside  risks.  The Company anticipates the majority of its  contingency
plans to be in place by October 31, 1999.

     The  cost  of the conversions and the completion dates are based  on
management's best estimates and may be updated as additional  information
becomes  available.   Readers are referred to the next  section  of  this
report, which addresses forward-looking statements made by the Company.


<PAGE 12>

                       PART II. OTHER INFORMATION

Item 5. Other Information

     The Private Securities Litigation Reform Act of 1995 provides a safe
harbor  for  forward-looking statements made  by  or  on  behalf  of  the
Company.  Certain  statements  contained in Management's  Discussion  and
Analysis  and  in  other Company filings are forward-looking  statements.
These  statements  discuss, among other things, expected  growth,  future
revenues,  future cash flows and future performance. The  forward-looking
statements  are  subject  to risks and uncertainties  including  but  not
limited  to the cost of goods, competitive pressures, inflation, consumer
debt  levels, currency exchange fluctuations, trade restrictions, changes
in tariff and freight rates, Year 2000 issues, interest rate fluctuations
and  other  capital market conditions, and other risks indicated  in  the
Company's  filings  with  the  United  States  Securities  and   Exchange
Commission. Actual results may materially differ from anticipated results
described in these statements.

Item 6. Exhibits and Reports on Form 8-K

          (a)  The following document is filed as an exhibit to this Form
               10-Q:

          Exhibit 27 - Financial Data Schedule

          (b)  There were no reports on Form 8-K for the quarter ended
               April 30, 1999.


<PAGE 13>

                               SIGNATURES


Pursuant to the requirements 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.



                                        WAL-MART STORES, INC.




Date: June 3, 1999                      /s/David D. Glass
                                           David D. Glass
                                           President and
                                           Chief Executive Officer



Date: June 3, 1999                      /s/John B. Menzer
                                           John B. Menzer
                                           Executive Vice President
                                           and Chief Financial Officer






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<PERIOD-END>                               APR-30-1999
<CASH>                                           1,967
<SECURITIES>                                         0
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                                0
                                          0
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<OTHER-EXPENSES>                                     0
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<DISCONTINUED>                                       0
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<NET-INCOME>                                     1,110
<EPS-BASIC>                                        .25
<EPS-DILUTED>                                      .25


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