1997 Amendment to the Wal-Mart Stores, Inc. Stock Option Plan of 1994

The language of Section 10 of the Stock Option Plan is hereby stricken
and the following language is hereby inserted:

     STOCK  OPTION  GRANTS:  Records maintained by  the  Stock  option
     Department and the minutes of the Stock Option Committee and  the
     minutes  of the Compensation and Nominating Committee for Section
     16  officers shall be conclusive evidence of the grant  of  stock
     options. Individual written stock option agreements shall not  be
     necessary.
     
The  following {bracketed} language is hereby inserted  in  the  first
Paragraph of Section 8:

     EXERCISE  OF OPTION RIGHTS UPON TERMINATION OF {OR ADMINISTRATIVE
     SUSPENSION  FROM} EMPLOYMENT OR CESSATION AS A FULL-TIME  OFFICER
     OR  ELIGIBLE  KEY EMPLOYEE:  If an Optionee (i) whose  employment
     with the Company and/or one of its Subsidiaries is terminated for
     any reason other that death, or (ii) ceases for any reason to  be
     a  full-time  officer or eligible key employee as  determined  by
     Committee in its discretion, then such Optionee may exercise  his
     or  her  option,  to the extent exercisable as of  the  date  the
     Optionee's employment is terminated or such Optionee ceases to be
     a  full-time  officer or an eligible key employee,  whichever  is
     earlier,  at  any time within three months after the  earlier  of
     such dates, but in no event may an option be exercised after  the
     expiration of the term of the option; provided, however, that  if
     the  Optionee's  employment shall be terminated for  cause,  said
     option shall terminate immediately. As used herein, "cause" shall
     mean  the  commission  of any act deemed  inimical  to  the  best
     interest  of the Company as determined at the sole discretion  of
     the Committee. {During a period of administrative suspension, the
     Optionee's  right  to  exercise options  is  suspended  and  will
     terminate if the Optionee is terminated for cause.}