<PAGE>
Filed pursuant to Rule 424(b)(3)
SEC File No. 333-56993
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 22, 1998)
WAL-MART STORES, INC.
14,710,000 SHARES OF COMMON STOCK
This Prospectus Supplement supplements and amends the accompanying
Prospectus dated June 22, 1998 (the "Prospectus"), which collectively relate to
14,710,000 shares (the "Shares") of Common Stock, par value $0.10 per share
("Common Stock"), of Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company"), which
may be offered by the selling stockholders named herein (the "Selling
Stockholders") from time to time. The Company will receive no part of the
proceeds from sales of the Shares offered hereby. All capitalized terms used
but not otherwise defined in this Prospectus Supplement shall have the meanings
ascribed thereto in the Prospectus.
Shares of the Common Stock are listed on the New York Stock Exchange
(the "NYSE") and the Pacific Stock Exchange ("PSE") under the trading symbol
"WMT." On February 23, 1999, the closing price of the Common Stock on the NYSE
was $87.50 per share.
The Shares will be sold either directly by the Selling Stockholders or
through underwriters, brokers, dealers, or agents. Offers and sales may be made
pursuant to this Prospectus Supplement only in ordinary broker's transactions in
transactions involving ordinary and customary brokerage commissions made on the
NYSE, on other national securities exchanges on which the Common Stock is
traded, in the over-the-counter market, or through negotiated transactions.
The Prospectus, together with this Prospectus Supplement, constitutes
the prospectus required to be delivered by the Securities Act with respect to
offers and sales of the Common Stock. All references in the Prospectus to "this
Prospectus" are hereby amended to read "this Prospectus (as supplemented and
amended)".
____________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________
The date of this Prospectus Supplement is February 24, 1999.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
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TABLE OF CONTENTS
Prospectus Supplement
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Use of Proceeds.................................... S-3
Selling Stockholders............................... S-3
Plan of Distribution............................... S-3
Legal Matters...................................... S-4
Prospectus
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Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 3
The Company........................................ 4
Use of Proceeds.................................... 4
Selling Stockholders............................... 4
Plan of Distribution............................... 4
Legal Matters...................................... 5
Experts............................................ 5
Special Note Regarding Forward-Looking Statements.. 6
S-2
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
SELLING STOCKHOLDER
The following table sets forth certain information as of the date of this
Prospectus Supplement with respect to shares of Common Stock owned by the
Selling Stockholder which are covered by this Prospectus Supplement. The Selling
Stockholder owns beneficially shares of the Common Stock in addition to those
shares of Common Stock covered by this Prospectus Supplement.
<TABLE>
<CAPTION>
Shares Registered for Resale
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Selling Stockholder Number Percentage (1)
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<S> <C> <C>
S. Robson Walton 1,604,753 *
</TABLE>
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* Less than 1% of the outstanding shares of Common Stock.
(1) Percentage of the issued and outstanding shares of the Common Stock.
Computed based upon 2,224,221,123 shares of Common Stock outstanding on
January 31, 1999.
PLAN OF DISTRIBUTION
The Selling Stockholder named above may offer Shares from time to time
depending on market conditions and other factors, in one or more transactions on
the NYSE or other national securities exchanges on which the Shares are traded,
in the over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at negotiated prices, or at fixed prices. The Shares may be
offered in any manner permitted by law, including through underwriters, brokers,
dealers or agents, and directly to one or more purchasers. Sales of Shares may
involve (i) sales to underwriters who will acquire Shares for their own account
and resell them in one or more transactions at fixed prices or at varying prices
determined at time of sale, (ii) block transactions in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account, (iv) an exchange distribution in accordance with the rules of
any such exchange, and (v) ordinary brokerage transactions and transactions in
which a broker solicits purchasers. Brokers and dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Stockholder and/or purchasers of Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Stockholder and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event the Selling Stockholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
S-3
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Pursuant to the Registration Rights Agreement, dated as of March 16, 1998
(the "Registration Rights Agreement"), by and among the Company, the
Partnership, and certain distributees of the Partnership (collectively, the
"Partners"), the Company has agreed to register pursuant to one registration
statement up to 25,000,000 Shares for resale as described above. The
Partnership has agreed to pay the Company's expenses in connection with such
registration. The Selling Stockholders and the Company have agreed to indemnify
each other against certain civil liabilities, including certain liabilities
under the Securities Act, in connection with the registration of the Shares and
the resale of the Shares pursuant to the Registration Statement.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares offered
hereby have been passed upon for the Company by Allison D. Garrett, Assistant
General Counsel to the Company.
S-4
