FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 31, 1996, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
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 (IRS Employer
incorporation or organization) Identification No.)

Bentonville, Arkansas 72716
(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered

Common Stock, par value $.10 New York Stock Exchange
per share Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for at least the past 90 days.
Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates
of the registrant, based on the closing price of these shares on the New
York Stock Exchange on March 29, 1996, was $31,355,857,289. For the
purposes of this disclosure only, the registrant has assumed that its
directors, executive officers, and beneficial owners of 5% or more of the
registrant's common stock are the affiliates of the Registrant.

The registrant has 2,293,548,492 shares of Common Stock outstanding as
of March 31, 1996.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended January 31, 1996, are incorporated by reference into Part
II of this Form 10-K.

Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held June 7, 1996, are incorporated by reference into
Part III of this Form 10-K.

FORWARD-LOOKING STATEMENTS OR INFORMATION

Certain statements contained in this Form 10-K are not based on
historical facts, but are forward-looking statements that are based upon a
number of assumptions concerning future conditions that may ultimately
prove to be inaccurate. Actual events and results may materially differ
from anticipated results described in such statements. The Company's
ability to achieve such results is subject to certain risks and
uncertainties, including, but not limited to, the general economy, adverse
changes in consumer spending, continued availability of capital and
financing, competitive factors and other factors affecting the Company's
business beyond the Company's control.

WAL-MART STORES, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JANUARY 31, 1996

PART I

ITEM 1. BUSINESS

(a) General Development of Business

Wal-Mart Stores, Inc. (together with its subsidiaries
hereinafter referred to as the "Company") has become America's largest
retailer and during the fiscal year ended January 31, 1996, had net sales
of $93,627,000,000. The Company serves customers primarily through the
operation of Wal-Mart stores (discount department stores), Sam's Clubs
(warehouse membership clubs), and Wal-Mart Supercenters (a combination full-
line supermarket and discount department store). Domestically, the Company
operated 1,995 Wal-Mart stores, 433 Sam's Clubs, and 239 Wal-Mart
Supercenters as of January 31, 1996. A table summarizing information
concerning domestic Wal-Mart stores, Sam's Clubs, Wal-Mart Supercenters,
and other stores operated since January 31, 1991 is set forth in Schedule A
to Item I found on page 9 of this annual report.

In fiscal 1992, the Company entered into a joint venture, in
which it has a 50% interest with CIFRA, Mexico's largest retailer, to
develop and expand retailing services in Mexico. At January 31, 1996, the
joint venture operated 28 warehouse clubs, 25 discount stores, 13 Wal-Mart
Supercenters, four combination stores, three supermarkets, five specialty
department stores, and 48 restaurants.

In fiscal 1993, the Company entered the Puerto Rico market,
and at January 31, 1996, operated seven Wal-Mart stores and four Sam's
Clubs.

In fiscal 1995, the Company completed the acquisition of 122
Woolco department stores located in Canada from Woolworth Canada, Inc., a
subsidiary of Woolworth Corporation. The acquisition included all
inventory, leasehold interests and other assets at each location. At
January 31, 1996, the Company operated 131 Canadian Wal-Mart stores.

In fiscal 1995, the Company entered into a joint venture in
which it has a 60% interest with Lojas Americanas, a leading retailer in
Brazil, to develop and operate Supercenters and warehouse clubs in Brazil.
At January 31, 1996, the joint venture operated two Supercenters and three
warehouse clubs.

In fiscal 1996, the Company entered Argentina, and at
January 31, 1996, the Company operated one Supercenter and two warehouse
clubs.

In fiscal 1996, the Company and Lippo Group of Indonesia
signed an agreement to open Indonesia's first Wal-Mart Supercenter in early
1996. The Company will provide retail expertise and management services
for the operation of the store, and ownership will be held by the Lippo
Group.

A table summarizing information concerning international
units operated since fiscal 1992 is set forth in Schedule B to Item 1 found
on page 10 of this annual report.

(b) Financial Information About Industry Segments

Sales of merchandise through stores which include Wal-Mart
stores, Sam's Clubs, and Wal-Mart Supercenters is the only significant
industry segment of which the Company is a part. Reference is made to the
financial information incorporated by reference in this report for the
financial results of the Company's operations.

The Company, a Delaware corporation, has its principal
offices in Bentonville, Arkansas. Although the Company was incorporated in
October 1969, the businesses conducted by its predecessors began in 1945
when Sam M. Walton opened a franchise Ben Franklin variety store in
Newport, Arkansas. In 1946, his brother, James L. Walton, opened a similar
store in Versailles, Missouri. Until 1962, the Company's business was
devoted entirely to the operation of variety stores. In that year, the
first Wal-Mart Discount City (referred to herein as "Wal-Mart store") was
opened. In fiscal 1984, the Company opened its first three Sam's Clubs,
and in fiscal 1988, its first Wal-Mart Supercenter. Through the years, the
Company has made certain strategic acquisitions that have supported the
growth of the Wal-Mart stores, clubs and Supercenters, such as the
acquisition of ten full service and four specialty distribution centers
through the purchase of McLane Company, Inc., which sells and distributes
merchandise to the convenience store industry and a variety of other
retailers, the acquisition of selected assets of Pace Membership Warehouse,
Inc., and the acquisition of selected assets related to 122 Woolco stores
in Canada from Woolworth Canada, Inc., a subsidiary of Woolworth
Corporation.

General. The Company operates Wal-Mart stores in all 50 states.
The average size of a Wal-Mart store is approximately 91,100 square feet,
and store sizes generally range between 30,000 and 150,000 square feet of
building area. The Company operates Wal-Mart Supercenter stores in 22
states, and the average size of a Supercenter store is 182,000 square feet.

The Company operates Sam's Clubs in 48 states. The average size
of a Sam's Club is approximately 121,000 square feet, and club sizes
generally range between 90,000 and 150,000 square feet of building area.

The Company operates Wal-Mart stores, Sam's Clubs and Wal-Mart
Supercenters in Argentina, Canada and Puerto Rico, and through joint
ventures in Brazil and Mexico.

During the last fiscal year, no single store or club location
accounted for as much as 1% of sales or net income.

Merchandise. Wal-Mart stores are generally organized with 40
departments and offer a wide variety of merchandise, including apparel for
women, girls, men, boys, and infants. Each store also carries curtains,
fabrics and notions, shoes, housewares, hardware, electronics, home
furnishings, small appliances, automotive accessories, garden equipment and
supplies, sporting goods, toys, cameras and supplies, health and beauty
aids, pharmaceuticals, and jewelry.

Nationally advertised merchandise accounts for a majority of
sales of the stores. The Company markets lines of merchandise under the
store brands "Sam's American Choice", "Great Value", "Ol' Roy", and
"Equate". The Company also markets lines of merchandise under licensed
brands; some of which include "Sports Afield", "House Beautiful", "Popular
Mechanics", "Better Homes & Gardens", "Kathie Lee", and "Bobbie Brooks".

During the fiscal year ended January 31, 1996, domestic sales of
general merchandise at Wal-Mart stores and Supercenters (which are subject
to seasonal variance), including licensed departments, by product category
were as follows:

PERCENTAGE
CATEGORY OF SALES

Softgoods/domestics.............. 25%
Hardgoods........................ 25
Stationery and candy............. 11
Records and electronics.......... 10
Pharmaceuticals.................. 9
Sporting goods and toys.......... 9
Health and beauty aids........... 7
Shoes............................ 2
Jewelry.......................... 2
100%

Sales in pharmaceuticals are a combination of owned and licensed
departments. While these percentages include sales of licensed
departments, the Company records as other income only rentals received from
such departments.

Sam's offers bulk displays of name brand hardgood merchandise,
some softgoods, and institutional size grocery items. Each Sam's also
carries jewelry, sporting goods, toys, tires, stationery, and books. Most
clubs have fresh food departments which include bakery, meat, and produce.

McLane offers a wide variety of grocery and non-grocery products,
including perishable and non-perishable items. The non-grocery products
consist primarily of tobacco products, hardgood merchandise, health and
beauty aids, toys, and stationery. McLane is a wholesale distributor that
sells its merchandise to a variety of retailers, including the Company's
Wal-Mart stores, Supercenters, and Sam's Clubs.

Operations. Except for extended hours during certain holiday
seasons, the majority of the Wal-Mart stores are open from 9:00 a.m. to
9:00 p.m. six (6) days a week, and from 12:30 p.m. to 5:30 p.m. on Sundays,
with the remainder of the stores being closed on Sunday. Some Wal-Mart
stores and most of the Supercenter stores are currently open 24 hours each
day. Wal-Mart stores maintain uniform prices, except where lower prices
are necessary to meet local competition. Sales are primarily on a self-
service, cash-and-carry basis with the objective of maximizing sales volume
and inventory turnover while minimizing expenses. Bank credit card
programs, operated without recourse to the Company, are available in all
stores. Wal-Mart stores and Supercenters maintain a "satisfaction
guaranteed" program to promote customer goodwill and acceptance.

Sam's Clubs are membership only, cash-and-carry operations.
However, a financial service credit card program (Discover Card) is
available in all clubs and the "Sam's Direct" commercial finance program
and "Business Revolving Credit" are available to qualifying business
members. Also, a "Personal Credit" program is available to qualifying club
members. Club members include businesses and those individuals who are
members of certain qualifying organizations, such as government and state
employees and credit union members. Both business and individual members
have an annual membership fee of $25 for the primary membership card.

Operating hours vary among Sam's Clubs, but generally they are
open Monday through Friday from 10:00 a.m. to 8:30 p.m. Most Sam's are
open weekend hours of 9:30 a.m. to 7:00 p.m. on Saturday and 12:00 noon to
6:00 p.m. on Sunday.

Distribution. During the 1996 fiscal year, approximately 85% of
the Wal-Mart stores' and Supercenters' purchases were shipped from Wal-
Mart's 31 distribution centers, five located in Arkansas; five in Texas;
two in California, Indiana, New York, and South Carolina; and one each in
Alabama, Colorado, Florida, Georgia, Iowa, Kansas, Kentucky, Mississippi,
Ohio, Pennsylvania, Utah, Virginia, and Wisconsin. The balance was shipped
directly to the stores from suppliers. Each of the distribution centers is
designed to serve the distribution needs of approximately 80 to 140 stores
depending on the size of the center. The size of these distribution
centers range from approximately 700,000 to 1,600,000 square feet. Sam's
Clubs receive the majority of their merchandise via direct shipment from
suppliers rather than from the Company's distribution centers.

The McLane distribution centers buy, sell, and distribute
merchandise primarily to the convenience store industry, and they also
service Wal-Mart stores, Supercenters and Sam's Clubs. The McLane Company
has 23 distribution centers with five located in Texas, two located in
Arizona, California, Utah, and Virginia, and one each in Colorado, Florida,
Georgia, Illinois, Kentucky, Mississippi, Missouri, New York, Washington,
and Mexico.

Merchandising. Substantially all purchasing and merchandising
for all stores is controlled from the home offices of the Company through
centralized buying and planning practices. During the fiscal year 1996, no
single supplier to the stores accounted for more than 4.3% of the Company's
purchases.

Store Management. Every retail outlet is managed by a store
manager or club general manager and one or more assistant store or club
managers. The Company maintains training programs for managers, assistant
managers and department managers. The Company is committed to an ongoing
training program in an effort to assure well trained future store
management.

Expansion Plans. Domestically, the Company plans to open 60 to
70 new Wal-Mart stores and 100 to 110 Supercenters. Approximately 90 of
the Supercenters will come from relocations or expansions of existing Wal-
Mart stores. The Company also plans to open 10 new Sam's Clubs and three
distribution centers. International expansion includes 25 to 30 new Wal-
Mart stores, Supercenters and Sam's Clubs in Argentina, Brazil, Canada,
China, Indonesia, Mexico and Puerto Rico. The Company expenses its start-
up costs for each new unit during the first full month of operation.
Delays may be experienced in projected opening dates because of
construction problems, weather and other reasons. There can be no
assurance that planned expansion will proceed as scheduled.

Seasonal Aspects of Operations. The Company's business is
seasonal to a certain extent. Generally, the highest volume of sales
occurs in the fourth fiscal quarter and the lowest volume occurs during the
first fiscal quarter.

Competition. The Company's Wal-Mart stores compete with other
discount, department, drug, variety, and specialty stores, many of which
are national chains. Sam's Clubs compete with wholesale clubs, as well as
with discount retailers, wholesale grocers, and general merchandise
wholesalers and distributors. The Wal-Mart Supercenters compete with other
supercenter type stores, discount stores, supermarkets, and specialty
stores, many of which are national or regional chains. The Company also
competes for new store sites. As of January 31, 1996, based on net sales,
the Company ranked first among all retail department store chains and among
all discount department store chains.

The Company's competitive position within the industry is largely
determined by the Company's ability to offer value and service to its
customers. The Company has many programs designed to meet the competitive
needs of its industry. These include the "Everyday Low Price", "Item
Merchandising", "Store-Within-a-Store", "Our Business is Saving Your
Business Money", and "Buy America" programs. Although the Company believes
it has had a major influence in most of the retail markets in which its
stores are located, there is no assurance that this will continue.

Employees (Associates). As of January 31, 1996, the Company had
approximately 675,000 associates, an increase of approximately 53,000
associates for the year. Part-time associates are primarily sales
personnel. Associates who are in supervisory and management positions are
compensated on a salaried basis; store managers and club general managers
receive additional compensation based on their unit's profits. All other
store associates are compensated on an hourly basis with the opportunity of
receiving additional incentive bonuses based upon the Company's
productivity and profitability.

The Company maintains profit sharing plans under which most full-
and many part-time associates become participants following one year of
employment with the Company. Annual contributions, based on the
profitability of the Company, are made at the sole discretion of the
Company. For the fiscal years ended January 31, 1991 through 1996,
contributions of approximately $98,000,000, $130,000,000, $166,000,000,
$166,000,000, $175,000,000 and $204,000,000, respectively, have been made.

The Company also offers an associate stock ownership plan that
provides for the voluntary purchase of the Company's common stock, with a
15% match by the Company on up to $1,800 of annual stock purchases. The
Company also has stock option plans that provide certain management
associates an opportunity to share in the long-term success of the Company.
At January 31, 1996, there were approximately 5,000 management associates
who had been granted stock options by the Company.

WAL-MART STORES, INC. AND SUBSIDIARIES
SCHEDULE A TO ITEM 1 - UNITED STATES STORE COUNT AND NET SQUARE FOOTAGE GROWTH
YEAR ENDED JANUARY 31, 1991 THROUGH 1996

STORE COUNT

Wal-Mart
Fiscal Year Wal-Mart Stores Sam's Clubs Supercenters Total**
ended Ending
Jan 31, Opened Closed Conversions* Total Opened Closed Total Opened Total Opened Closed Balance

Balance Forward 1,399 123 6 1,528
1991 176 5 2 1,568 25 0 148 3 9 202 5 1,725
1992 148 1 1 1,714 61 1 208 1 10 209 2 1,932
1993 159 1 24 1,848 48 0 256 24 34 207 1 2,138
1994 141 2 37 1,950 162 1 417 38 72 304 3 2,439
1995 109 5 69 1,985 21 12 426 75 147 136 17 2,558
1996 92 2 80 1,995 9 2 433 92 239 113 4 2,667

NET SQUARE FOOTAGE

Fiscal Year
Ended Wal-Mart Stores Sam's Clubs Wal-Mart Supercenters Total Sales Per
Jan 31, Net Additions Total Net Additions Total Net Additions Total Net Additions Sq. Ft. Sq.Ft.***

Balance Forward 92,648,056 13,064,172 1,049,932 106,762,160 $272.75
1991 17,737,917 110,385,973 2,874,666 15,938,838 683,769 1,733,701 21,296,352 128,058,512 292.40
1992 17,729,395 128,115,368 7,320,510 23,259,348 180,545 1,914,246 25,230,450 153,288,962 306.33
1993 19,251,060 147,366,428 7,444,530 30,703,878 4,037,493 5,951,739 30,733,083 184,022,045 325.86
1994 16,185,442 163,551,870 19,670,804 50,374,682 6,762,080 12,713,819 42,618,326 226,640,371 324.42
1995 10,109,978 173,661,848 1,335,742 51,710,424 14,087,725 26,801,544 25,533,445 252,173,816 336.10
1996 8,189,400 181,851,248 825,020 52,535,444 16,791,559 43,593,103 25,805,979 277,979,795 338.53

[FN]
<F1>
* Wal-Mart stores locations relocated or expanded as Wal-Mart Supercenters.
<F2>
** The Company also operated 78 Bud's Discount City units at January 31, 1996.
<F3>
*** Includes only stores and clubs that were open at least twelve months as of
January 31 of the previous year.

WAL-MART STORES, INC. AND SUBSIDIARIES
SCHEDULE B TO ITEM 1 - INTERNATIONAL STORE COUNT AND NET SQUARE FOOTAGE GROWTH
YEAR ENDED JANUARY 31, 1992 THROUGH 1996

STORE COUNT

Fiscal MEXICO CANADA PUERTO RICO ARGENTINA BRAZIL
Year Wal-Mart Sam's Wal-Mart Wal-Mart Sam's Wal-Mart Sam's Wal-Mart Sam's
Ended Supercenters Clubs Total* Stores Total Stores Clubs Total Supercenters Clubs Total Supercenters Clubs Total

1992 0 2 2 0 0 0 0 0 0 0 0 0 0 0
1993 0 3 3 0 0 2 0 2 0 0 0 0 0 0
1994 2 7 9 0 0 3 2 5 0 0 0 0 0 0
1995 11 22 33 123 123 5 2 7 0 0 0 0 0 0
1996 13 28 41 131 131 7 4 11 1 2 3 2 3 5

NET SQUARE FOOTAGE

Fiscal MEXICO CANADA PUERTO RICO ARGENTINA BRAZIL
Year
Ended Net Additions Total* Net Additions Total Net Additions Total Net Additions Total Net Additions Total

1992 162,535 162,535 0 0 0 0 0 0 0 0
1993 143,000 305,535 0 0 229,647 229,647 0 0 0 0
1994 946,717 1,252,252 0 0 339,260 568,907 0 0 0 0
1995 3,537,080 4,789,332 14,651,969 14,651,969 266,279 835,186 0 0 0 0
1996 1,091,123 5,880,455 872,446 15,524,415 478,848 1,314,034 438,787 438,787 772,221 772,221

[FN]
* The Company also operated 25 discount stores, four combination stores, three
supermarkets, five specialty department stores, and 48 restaurants as of January
31, 1996. These units are not included in square footage totals.

ITEM 2. PROPERTIES

The number and location of Wal-Mart stores, Supercenters, and
Sam's Clubs is incorporated by reference of the table under the caption
"Operating Units" of Page 8 of the Annual Report to Shareholders for the
year ended January 31, 1996.

The Company owns 1,123 properties on which domestic Wal-Mart
stores and Supercenters are located and 268 of the properties on which
domestic Sam's are located. In some cases, the Company owns the land
associated with leased buildings. New buildings, both leased and owned,
are constructed by independent contractors.

The remaining buildings in which its present stores are located
are either leased from a commercial property developer, leased pursuant to
a sale/leaseback arrangement, or leased from a local governmental entity
through an industrial revenue bond transaction. All of the Company's
leases for its stores provide for fixed annual rentals and, in many cases,
the leases provide for additional rent based on sales volume.

The Company operated 31 Wal-Mart distribution facilities and 23
McLane distribution facilities at January 31, 1996. These distribution
facilities are primarily owned by the Company, and several are subject to
mortgage securing loans. Some of the distribution facilities are leased
under industrial development bond financing arrangements and provide the
option of purchasing these facilities at the end of the lease term for
nominal amounts.

The Company leases properties on which Canadian Wal-Mart stores
and Puerto Rico Wal-Mart stores and Sam's Clubs are located. The Company
owns properties on which the operating units in Argentina, Brazil and
Mexico are located.

The Company owns office facilities in Bentonville, Arkansas that
serve as the home office and owns additional office facilities in Temple,
Texas.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal
proceedings and no properties of the Company are subject to any material
pending legal proceeding, other than routine litigation incidental to its
business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security
holders during the last quarter of the year ended January 31, 1996.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is furnished with respect to each of
the executive officers of the Company, each of whom is elected by and
serves at the pleasure of the Board of Directors. The business experience
shown for each officer has been his principal occupation for at least the
past five years.

Current
Position
Name Business Experience Held Since Age

David D. Glass President and Chief Executive 1988 60
Officer.

S. Robson Walton Chairman. From 1985 until his 1992 51
election as Chairman in 1992,
he served as Vice Chairman.

Donald G. Soderquist Vice Chairman and Chief Operating 1988 62
Officer.

Paul R. Carter Executive Vice President - 1995 55
Wal-Mart Stores, Inc. and
President - Wal-Mart Realty
Company. Prior to 1995, he
served as Executive Vice
President and Chief Financial
Officer.

Thomas M. Coughlin Executive Vice President - 1995 47
Store Operations. Prior to
1995, he served as Senior Vice
President - Specialty Divisions.

David Dible Executive Vice President 1995 49
Specialty Divisions. Prior to
1995, he served as Senior Vice
President - Merchandising.

Joseph S. Hardin, Jr. Executive Vice President - 1995 50
Wal-Mart Stores, Inc. and
President and Chief Executive
Officer of Sam's Club Division.
Prior to October 1995, he served
as Executive Vice President -
Wal-Mart Stores, Inc. and Chief
Operating Officer of Wal-Mart
Stores Division. Prior to 1993, he
served as Executive Vice President -
Logistics and Personnel Adminis-
tration. Prior to 1992, he held the
position of Senior Vice President -
Distribution and Transportation.

Bob L. Martin Executive Vice President - 1993 47
Wal-Mart Stores, Inc. and President
and Chief Executive Officer of
Wal-Mart International Division.
Prior to 1993, he served as
Executive Vice President - Corporate
Information Systems. Prior to 1992,
he served as Senior Vice President -
Information Systems.

John B. Menzer Executive Vice President and 1995 45
Chief Financial Officer since
September 1995. Prior to September
1995, he served as President and
Chief Operating Officer of Ben
Franklin Retail Stores, Inc.

H. Lee Scott, Jr. Executive Vice President - 1995 47
Merchandising. Prior to October
1995, he served as Executive Vice
President - Logistics. Prior to
that, he served as Senior Vice
President - Logistics. Prior to
1992, he served as Vice President -
Distribution.

Thomas P. Seay Executive Vice President - Real 1992 54
Estate and Construction. Prior
to 1992, he served as Senior Vice
President - Real Estate and
Construction.

Nicholas J. White Executive Vice President - 1989 51
Wal-Mart Supercenter Division.
Prior to 1989, he served as
Executive Vice President -
Sam's Clubs.

Robert K. Rhoads Senior Vice President, Secretary 1992 41
and General Counsel. Prior to
1992, he served as Vice President,
Secretary and General Counsel.

William G. Rosier President and Chief Executive 1995 47
Officer of McLane Company, Inc.
Prior to 1995, he served as Senior
Vice President - Marketing and
Customer Services for McLane.
Prior to 1991, he served as Senior
Vice President - Purchasing and
Distribution for McLane.

James A. Walker, Jr. Senior Vice President and 1995 49
Controller. Prior to 1995, he
served as Vice President and
Controller.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS

The information required by this item is incorporated by
reference of the information "Number of Shareholders of Record" under the
caption "11 Year Financial Summary" on Pages 18 and 19, and all the
information under the captions "Market Price of Common Stock" and
"Dividends Paid Per Share" on page 33 of the Annual Report to Shareholders
for the year ended January 31, 1996.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is incorporated by
reference of all information under the caption "11 Year Financial Summary"
on Pages 18 and 19 of the Annual Report to Shareholders for the year ended
January 31, 1996.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information required by this item is furnished by
incorporation by reference of all information under the caption
"Management's Discussion and Analysis" on Pages 20 through 22 of the Annual
Report to Shareholders for the year ended January 31, 1996.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is furnished by
incorporation by reference of all information under the captions
"Consolidated Statements of Income", "Consolidated Balance Sheets",
"Consolidated Statements of Shareholders' Equity", "Consolidated Statements
of Cash Flows", and "Notes to Consolidated Financial Statements" on Pages
23 through 31 of the Annual Report to Shareholders for the year ended
January 31, 1996.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item with respect to the Company's
directors and compliance by the Company's directors, executive officers and
certain beneficial owners of the Company's Common Stock with Section 16(a)
of the Securities Exchange Act of 1934 is furnished by incorporation by
reference of all information under the captions entitled "Election of
Directors" on Pages 1 through 3 and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on Page 8 of the Company's Proxy Statement
for its Annual Meeting of Shareholders to be held on June 7, 1996. The
information required by this item with respect to the Company's executive
officers appears at Item 4A of Part I of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is furnished by
incorporation by reference of all information under the caption entitled
"Executive Compensation", subcaptions "Summary Compensation Table", "Option
Grants in Fiscal Year Ended January 31, 1996", and "Option Exercises and
Fiscal Year End Option Values" on Pages 3 through 5, and "Compensation of
Directors" on Page 7 of the Company's Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The information required by this item is furnished by
incorporation by reference of all information under the caption "Equity
Securities and Principal Holders" on Pages 8 and 9 of the Company's Proxy
Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is furnished by
incorporation by reference of all information under the caption "Interest
of Management in Certain Transactions" on Page 8 of the Company's Proxy
Statement.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K

(a) 1. & 2. Consolidated Financial Statements

The financial statements listed in the Index to Consolidated
Financial Statements, which appears on Page 19, are incorporated by
reference herein or filed as part of this Form 10-K.

3. Exhibits

The following documents are filed as exhibits to this Form 10-K:

3(a) Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3(a) from the
Annual Report on Form 10-K of the Company for the year ended
January 31, 1989, and the Certificate of Amendment to the
Restated Certificate of Incorporation is incorporated herein
by reference to Registration Statement on Form S-8 (File
Number 33-43315).

3(b) By-Laws of the Company, as amended June 3, 1993, are
incorporated herein by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1994.

4(a) Form of Indenture dated as of June 1, 1985, between the
Company and Boatmen's Trust Company (formerly Centerre Trust
Company) of St. Louis, Trustee, is incorporated herein by
reference to Exhibit 4(c) to Registration Statement on Form
S-3 (File Number 2-97917).

4(b) Form of Indenture dated as of August 1, 1985, between the
Company and Boatmen's Trust Company (formerly Centerre Trust
Company) of St. Louis, Trustee, is incorporated herein by
reference to Exhibit 4(c) to Registration Statement on Form
S-3 (File Number 2-99162).

4(c) Form of Amended and Restated Indenture, Mortgage and Deed of
Trust, Assignment of Rents and Security Agreement dated as
of December 1, 1986, among the First National Bank of Boston
and James E. Mogavero, Owner Trustees, Rewal Corporation I,
Estate for Years Holder, Rewal Corporation II, Remainderman,
the Company and the First National Bank of Chicago and R.D.
Manella, Indenture Trustees, is incorporated herein by
reference to Exhibit 4(b) to Registration Statement on Form
S-3 (File Number 33-11394).

4(d) Form of Indenture dated as of July 15, 1990, between the
Company and Harris Trust and Savings Bank, Trustee, is
incorporated herein by reference to Exhibit 4(b) to
Registration Statement on Form S-3 (File Number 33-35710).

4(e) Indenture dated as of April 1, 1991, between the Company and
The First National Bank of Chicago, Trustee, is incorporated
herein by reference to Exhibit 4(a) to Registration
Statement on Form S-3 (File Number 33-51344).

4(f) First Supplemental Indenture dated as of September 9, 1992,
to the Indenture dated as of April 1, 1991, between the
Company and The First National Bank of Chicago, Trustee, is
incorporated herein by reference to Exhibit 4(b) to
Registration Statement on Form S-3 (File Number 33-51344).

+10(a) Form of individual deferred compensation agreements is
incorporated herein by reference to Exhibit 10(b) from the
Annual Report on Form 10-K of the Company, as amended, for
the year ended January 31, 1986.

+10(b) Wal-Mart Stores, Inc. Stock Option Plan of 1984 is
incorporated herein by reference to Registration Statement
on Form S-8 (File Number 2-94358).

+10(c) 1986 Amendment to the Wal-Mart Stores, Inc. Stock Option
Plan of 1984 is incorporated herein by reference to Exhibit
10(h) from the Annual Report on Form 10-K of the Company for
the year ended January 31, 1987.

+10(d) 1991 Amendment to the Wal-Mart Stores, Inc. Stock Option
Plan of 1984 is incorporated herein by reference to Exhibit
10(h) from the Annual Report on Form 10-K of the Company for
the year ended January 31, 1992.

+10(e) 1993 Amendment to the Wal-Mart Stores, Inc. Stock Option
Plan of 1984 is incorporated herein by reference to Exhibit
10(i) from the Annual Report on Form 10-K of the Company for
the year ended January 31, 1993.

+10(f) Wal-Mart Stores, Inc. Stock Option Plan of 1994 is
incorporated herein by reference to Exhibit 4(c) to the
registration statement on Form S-8 (File Number 33-5325).

+10(g) A written description of a consulting agreement by and
between Wal-Mart Stores, Inc. and Jack C. Shewmaker, is
incorporated herein by reference to the description
contained in the second paragraph under the caption
"Compensation of Directors" on Page 7 in the Company's
definitive Proxy Statement to be filed in connection with
the Annual Meeting of the Shareholders to be held on June 7,
1996.

+10(h) Wal-Mart Stores, Inc. Directors Deferred Compensation Plan
is incorporated herein by reference to Exhibit 4(d) to
Registration Statement on Form S-8 (File Number 33-55178).

*+10(i) Wal-Mart Stores, Inc. Officer Deferred Compensation Plan.

*13 All information incorporated by reference in Items 2, 5, 6,
7 and 8 of this Annual Report on Form 10-K from the Annual
Report to Shareholders for the year ended January 31, 1996.

*21 List of the Company's Subsidiaries

*23 Consent of Independent Auditors

*27 Financial Data Schedule

*Filed herewith as an Exhibit.

+Management contract or compensatory plan or arrangement.

(b) Reports on Form 8-K

The Company did not file a report on Form 8-K during the last
quarter of the fiscal year ended January 31, 1996.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Annual
Report to
Shareholders
(page)

Covered by Report of Independent
Auditors:

Consolidated Statements of Income
for each of the three years in the
period ended January 31, 1996 23

Consolidated Balance Sheets at
January 31, 1996 and 1995 24

Consolidated Statements of
Shareholders' Equity for each
of the three years in the
period ended January 31, 1996 25

Consolidated Statements of Cash
Flows for each of the three
years in the period ended
January 31, 1996 26

Notes to Consolidated Financial
Statements, except Note 8 27-31

Not Covered by Report of Independent
Auditors:

Note 8 - Quarterly Financial Data
(unaudited) 31

All schedules have been omitted because the required information is not
present or is not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the
financial statements, including the notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

DATE: April 22, 1996 BY:/s/David D. Glass
David D. Glass
President and Chief
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:

DATE: April 22, 1996 _________________________________
S. Robson Walton
Chairman of the Board

DATE: April 22, 1996 /s/David D. Glass
David D. Glass
President, Chief Executive
Officer and Director

DATE: April 22, 1996 /s/Donald G. Soderquist
Donald G. Soderquist
Vice Chairman, Chief
Operating Officer
and Director

DATE: April 22, 1996 /s/Paul R. Carter
Paul R. Carter
Executive Vice President,
President - Wal-Mart Realty
Company and Director

DATE: April 22, 1996 /s/John B. Menzer
John B. Menzer
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

DATE: April 22, 1996 /s/James A. Walker, Jr.
James A. Walker, Jr.
Senior Vice President and
Controller
(Principal Accounting Officer)

DATE: April 22, 1996 /s/John A. Cooper, Jr.
John A. Cooper, Jr.
Director

DATE: April 22, 1996 ________________________________
Robert H. Dedman
Director

DATE: April 22, 1996 /s/Frederick S. Humphries
Frederick S. Humphries
Director

DATE: April 22, 1996 /s/F. Kenneth Iverson
F. Kenneth Iverson
Director

DATE: April 22, 1996 ________________________________
E. Stanley Kroenke
Director

DATE: April 22, 1996 /s/Elizabeth A. Sanders
Elizabeth A. Sanders
Director

DATE: April 22, 1996 /s/Jack C. Shewmaker
Jack C. Shewmaker
Director

DATE: April 22, 1996 ________________________________
Paula Stern
Director

DATE: April 22, 1996 ________________________________
John T. Walton
Director