1996 Amendment to the Wal-Mart Stores, Inc. Stock Option Plan of 1994

The  last Paragraph of Section 2 of the Stock Option Plan of  1994  is
hereby stricken from the Stock Option Plan of 1994.

The  following  language is hereby inserted as the last  Paragraph  of
Section 2 of the Stock Option Plan of 1994:

     Notwithstanding  anything in this Paragraph 2  to  the  contrary,
     this  Plan  shall be administered, as to those officers  and  key
     employees otherwise eligible pursuant to Paragraph 4 hereof  who,
     in their relationship to the Company, are described in subsection
     16(a) of the Securities Exchange Act of 1934, as amended, and the
     rules  issued  thereunder, and/or who are "covered employees"  as
     such  term  is  defined at Section 162(m) of  the  Code,  by  the
     Compensation   Committee   of  the   Board   (the   "Compensation
     Committee") consisting of not less than two members of the Board,
     all of whom shall be both (1) "non-employee directors" within the
     meaning  of  the applicable rules and regulations promulgated  by
     the   Securities  and  Exchange  Commission  and   (2)   "outside
     directors" within the meaning of Section 162(m) of the  Code  and
     the   regulations   promulgated  thereunder.   The   Compensation
     Committee   shall   be  appointed,  governed,   indemnified   and
     authorized  as is the Committee hereinabove described.   However,
     such Compensation Committee shall have absolute discretion as  to
     all matters concerning those officers and key employees described
     above,  subject to the express provisions of the Plan.  The  term
     "Committee"   shall  refer  herein  to  the  Committee   or   the
     Compensation Committee.