Wal-Mart Stores, Inc. Annual Report - Page 15


Fiscal 1998 End of Year Store Counts

                         Discount                             Sam's
                          Stores         Supercenters          Club
                                                      
Alabama                      50               27                 8
Alaska                        3                0                 3
Arizona                      34                0                 7
Arkansas                     50               27                 4
California                  100                0                24
Colorado                     31                5                10
Connecticut                  14                0                 3
Delaware                      2                1                 1
Florida                     102               33                31
Georgia                      62               25                16
Hawaii                        5                0                 1
Idaho                         9                0                 1
Illinois                     95               11                24
Indiana                      60               15                14
Iowa                         43                2                 7
Kansas                       40                8                 5
Kentucky                     45               23                 5
Louisiana                    56               19                 9
Maine                        19                0                 3
Maryland                     22                1                10
Massachusetts                27                0                 3
Michigan                     45                0                21
Minnesota                    34                0                 9
Mississippi                  42               14                 4
Missouri                     79               30                12
Montana                       9                0                 1
Nebraska                     13                5                 3
Nevada                       13                0                 2
New Hampshire                17                0                 4
New Jersey                   16                0                 6
New Mexico                   16                3                 3
New York                     51                5                18
North Carolina               78                8                14
North Dakota                  8                0                 2
Ohio                         77                4                23
Oklahoma                     57               21                 6
Oregon                       23                0                 0
Pennsylvania                 49               12                18
Rhode Island                  6                0                 1
South Carolina               41               12                 9
South Dakota                  8                0                 2
Tennessee                    57               30                11
Texas                       169               72                52
Utah                         14                0                 5
Vermont                       3                0                 0
Virginia                     31               21                10
Washington                   20                0                 2
West Virginia                12                6                 3
Wisconsin                    55                1                11
Wyoming                       9                0                 2

U.S. TOTAL                1,921              441               443

Alberta                      16                0                 0
British Columbia             12                0                 0
Manitoba                      9                0                 0
New Brunswick                 4                0                 0
Newfoundland                  7                0                 0
Nova Scotia                   7                0                 0
NW Territories                1                0                 0
Ontario                      52                0                 0
Quebec                       28                0                 0
Saskatchewan                  8                0                 0

CANADA TOTAL                144                0                 0

Argentina                     0                6                 3
Brazil                        0                5                 3
Mexico                      347*              27                28
Puerto Rico                   9                0                 5
China                         0                2                 1
Germany                       0               21                 0

INT'L. TOTAL                500               61                40

GRAND TOTAL               2,421              502               483


[FN]
*Includes 36 Superamas, 62 Bodegas, 33 Aurreras, 178 Vips and 38 Suburbias


          Wal-Mart Stores, Inc. Annual Report - Pages 20 and 21   


11-YEAR FINANCIAL SUMMARY

(Dollar amounts in millions except per share data)

                         1998      1997      1996      1995      1994
                                                   
Net sales            $117,958  $104,859  $ 93,627  $ 82,494  $ 67,344
Net sales increase         12%       12%       13%       22%       21%
Comparative store
  sales increase            6%        5%        4%        7%        6%
Other income-net        1,341     1,319     1,146       914       645
Cost of sales          93,438    83,510    74,505    65,586    53,444
Operating, selling
  and general and
  administrative
  expenses             19,358    16,946    15,021    12,858    10,333
Interest costs:
    Debt                  555       629       692       520       331
    Capital leases        229       216       196       186       186
Provision for income
  taxes                 2,115     1,794     1,606     1,581     1,358
Minority interest
  and equity in
  unconsolidated
  subsidiaries            (78)      (27)      (13)        4        (4)
Net income              3,526     3,056     2,740     2,681     2,333
Per share of common stock:
    Net income - Basic
      and Dilutive      $1.56      1.33      1.19      1.17      1.02
    Dividends            0.27      0.21       .20       .17       .13

Financial Position
Current assets       $ 19,352  $ 17,993  $ 17,331  $ 15,338  $ 12,114
Inventories at
  replacement cost     16,845    16,193    16,300    14,415    11,483
Less LIFO reserve         348       296       311       351       469
Inventories at
  LIFO cost            16,497    15,897    15,989    14,064    11,014
Net property, plant
  and equipment and
  capital leases       23,606    20,324    18,894    15,874    13,176
Total assets           45,384    39,604    37,541    32,819    26,441
Current liabilities    14,460    10,957    11,454     9,973     7,406
Long-term debt          7,191     7,709     8,508     7,871     6,156
Long-term obligations
  under capital leases  2,483     2,307     2,092     1,838     1,804
Shareholders' equity   18,503    17,143    14,756    12,726    10,753

Financial Ratios
Current ratio             1.3       1.6       1.5       1.5       1.6
Inventories/working
  capital                 3.4       2.3       2.7       2.6       2.3
Return on assets*         8.5%      7.9%      7.8%      9.0%      9.9%
Return on shareholders'
  equity**               19.8%     19.2%     19.9%     22.8%     23.9%

Other Year-End Data
Number of domestic
  Wal-Mart stores       1,921     1,960     1,995     1,985     1,950
Number of domestic
  Supercenters            441       344       239       147        72
Number of domestic
  SAM'S Club units        443       436       433       426       417
International units       601       314       276       226        24
Number of associates  825,000   728,000   675,000   622,000   528,000
Number of
  shareholders        245,884   257,215   244,483   259,286   257,946


[FN]
<F1>
* Net income before minority interest and equity in unconsolidated
  subsidiaries/average assets
<F2>
** Net income/average shareholders' equity


11-YEAR FINANCIAL SUMMARY

(Dollar amounts in millions except per share data)

                         1993      1992      1991      1990      1989      1988
                                              <C.           
Net sales            $ 55,484  $ 43,887  $ 32,602  $ 25,811  $ 20,649  $ 15,959
Net sales increase         26%       35%       26%       25%       29%       34%
Comparative store
  sales increase           11%       10%       10%       11%       12%       11%
Other income-net          497       404       262       175       137       105
Cost of sales          44,175    34,786    25,500    20,070    16,057    12,282
Operating, selling
  and general and
  administrative
  expenses              8,321     6,684     5,152     4,070     3,268     2,599
Interest costs:
Debt                      143       113        43        20        36        25
Capital leases            180       153       126       118        99        89
Provision for income
  taxes                 1,171       945       752       632       488       441
Minority interest
  and equity in
  unconsolidated
  subsidiaries              4        (1)
Net income              1,995     1,609     1,291     1,076       838       628
Per share of common stock:
    Net income - Basic
      and Dilutive        .87       .70       .57       .48       .37       .28
    Dividends             .11       .09       .07       .06       .04       .03

Financial Position
Current assets       $ 10,198  $  8,575  $  6,415  $  4,713  $  3,631  $  2,905
Inventories at
  replacement cost      9,780     7,857     6,207     4,751     3,642     2,855
Less LIFO reserve         512       473       399       323       291       203
Inventories at
  LIFO cost             9,268     7,384     5,808     4,428     3,351     2,652
Net property, plant
  and equipment and
  capital leases        9,793     6,434     4,712     3,430     2,662     2,145
Total assets           20,565    15,443    11,389     8,198     6,360     5,132
Current liabilities     6,754     5,004     3,990     2,845     2,066     1,744
Long-term debt          3,073     1,722       740       185       184       186
Long-term obligations
  under capital leases  1,772     1,556     1,159     1,087     1,009       867
Shareholders' equity    8,759     6,990     5,366     3,966     3,008     2,257

Financial Ratios
Current ratio             1.5       1.7       1.6       1.7       1.8       1.7
Inventories/working
  capital                 2.7       2.1       2.4       2.4       2.1       2.3
Return on assets*        11.1%     12.0%     13.2%     14.8%     14.6%     13.7%
Return on shareholders'
  equity**               25.3%     26.0%     27.7%     30.9%     31.8%     31.8%

Other Year-End Data
Number of domestic
  Wal-Mart stores       1,848     1,714     1,568     1,399     1,259     1,114
Number of domestic
  Supercenters             34        10         9         6         3         2
Number of domestic
  SAM'S Club units        256       208       148       123       105        84
International units        10
Number of associates  434,000   371,000   328,000   271,000   223,000   183,000
Number of
  shareholders        180,584   150,242   122,414    79,929    80,270    79,777


[FN]
<F1>
* Net income before minority interest and equity in unconsolidated
subsidiaries/average assets
<F2>
** Net income/average shareholders' equity


          Wal-Mart Stores, Inc. Annual Report - Page 22

MANAGEMENT'S DISCUSSION AND ANALYSIS

Net Sales

Sales (in millions) by operating segment for the three fiscal years ended
January 31, are as follows:

                                                                    Total
Fiscal    Wal-Mart    SAM'S                     Other     Total    Company
 Year      Stores     Club    International   (McLane)   Company   Increase
                                                    
1998      $83,820    $20,668     $7,517        $5,953   $117,958      12%
1997       74,840     19,785      5,002         5,232    104,859      12%
1996       66,271     19,068      3,712         4,576     93,627      13%


     The  Company  sales growth of 12% in fiscal 1998, when compared  to  fiscal
1997,  was  attributable  to our expansion program and comparative  store  sales
increases  of 6%. Expansion for fiscal 1998 included the opening of 37  Wal-Mart
stores, 97 Supercenters  (including the conversion of 75 Wal-Mart stores), eight
SAM'S  Club  units  and  the opening or acquisition of 289 international  units.
International  sales accounted for approximately 6.4% of total sales  in  fiscal
1998 compared with 4.8% in fiscal 1997. The growth in International is partially
due  to the acquisition of controlling interest in Cifra, S.A de C.V. during the
third  quarter.  See  Note 6 of Notes to Consolidated Financial  Statements  for
additional information on our acquisitions. SAM'S Club sales, as a percentage of
total sales, decreased from 18.9% in fiscal 1997 to 17.5% in fiscal 1998.
     The  sales  increase  in  fiscal 1997 when  compared  to  fiscal  1996  was
attributable  to our expansion program and comparative store sales increases  of
5%.  Expansion for fiscal 1997 included the opening of 59 Wal-Mart  stores,  105
Supercenters (including the conversion of 92 Wal-Mart stores), nine  SAM'S  Club
units  and  38 international units. The majority of the sales increase  resulted
from  Wal-Mart  stores  and  Supercenters  while  international  sales  grew  to
approximately 4.8% of the total sales in fiscal 1997 from 4.0% in  fiscal  1996.
SAM'S Club sales, as a percentage of total sales, decreased from 20.4% in fiscal
1996 to 18.9% in fiscal 1997.

Costs and Expenses
     Cost of sales, as a percentage of sales, decreased .4% in fiscal 1998  when
compared  to  fiscal 1997 and increased .1% in fiscal 1997, when  compared  with
fiscal  1996. The decrease in fiscal 1998 resulted from improvements in the  mix
of merchandise sold and from better inventory management. Operating efficiencies
and the strong emphasis placed on inventory management has reduced markdowns and
shrinkage.  Approximately .1% of the decrease in cost of sales was a  result  of
the  sales  contribution of SAM'S Club. As its sales became a smaller percentage
of  total  Company sales, the cost of sales is positively impacted  since  their
gross margin contribution is lower than the stores. The increase in fiscal  1997
when  compared to fiscal 1996 is due in part to one-time markdowns in the  third
quarter resulting from a strategic decision to reduce the merchandise assortment
in selected categories. Cost of sales also increased approximately .3% due to  a
larger  percentage of consolidated sales from departments within Wal-Mart stores
which  have  lower markon percents, and to our continuing commitment  of  always
providing  low prices. These increases were offset by approximately .2%  because
SAM'S Club comprised a lower percentage of consolidated sales in 1997 at a lower
contribution to gross margin than Wal-Mart stores.
     Operating, selling, general and administrative expenses increased .3%, as a
percentage  of  sales, in fiscal 1998 when compared with fiscal 1997,  and  were
flat  in  fiscal  1997 when compared to fiscal 1996. Approximately  .2%  of  the
increase  in  fiscal  1998 was due to increases in payroll and  related  benefit
costs.  Additionally, a contributing factor in the increase for the  year  is  a
charge of $50 million for closing the majority of the Bud's Discount City stores
during the second quarter of fiscal 1998. This charge was reflected in operating
income  due  to  its immateriality to our results of operations and  because  we
continue to operate eight Bud's Discount City stores. In fiscal 1997, operating,
selling, general and administrative expenses increased approximately .1% due  to
a  lower  expense to sales percentage at SAM'S Club compared to Wal-Mart Stores.
This  increase  was  offset through expense control  in  all  of  the  operating
formats.
     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 dates starting with 19xx and
20xx.  The  Company has initiated a project to address the year 2000  compliance
issue  for technology hardware, software and equipment. The assessment phase  of
our  project  is  substantially  complete. The majority  of  the  compliance  is
expected  to  be  performed  by Company associates.  Approximately  67%  of  the
required  conversions  have  occurred. We anticipate  completing  all  remaining
conversions  during fiscal 1999. The total estimated cost of the  conversion  is
$12  million,  which is being expensed as incurred. The cost of the  conversions
and the completion dates are based on management's best estimates and may be u
pdated  as additional information becomes available. In addition, communications
are ongoing with other companies with which our systems interface or rely on  to
determine  the  extent to which those companies are addressing their  year  2000
compliance.

Interest Costs
     Interest  costs  decreased  in fiscal 1998  compared  to  fiscal  1997  due
primarily  to  lower short-term borrowings. Enhanced operating  cash  flows  and
lower  capital  spending enabled the Company to meet cash  requirements  without
short-term  borrowings throughout most of fiscal 1998. Interest costs  decreased
in  fiscal  1997  compared to fiscal 1996 due to lower average daily  short-term
borrowings  and  through retirement of maturing debt. See Note  2  of  Notes  to
Consolidated  Financial Statements for additional information  on  interest  and
debt.

          Wal-Mart Stores, Inc. Annual Report - Page 23

Market Risk
     Market  risks  relating to the Company's operations result  primarily  from
changes  in interest rates and changes in foreign exchange rates. We enter  into
interest rate swaps to minimize the risk and costs associated with our financial
activities.  The  swap agreements are contracts to exchange  fixed  or  variable
rates  for  floating interest rate payments periodically over the  life  of  the
instruments.
     The  following  table provides information about our  derivative  financial
instruments  and other financial instruments that are sensitive  to  changes  in
interest  rates. For debt obligations, the table presents principal  cash  flows
and related weighted-aver
age  interest  rates by expected maturity dates. For interest  rate  swaps,  the
table  presents  notional  amounts and average  interest  rates  by  contractual
maturity  dates. For variable rate instruments, we have indicated the applicable
floating rate index.


Interest Rate Sensitivity
Principal (Notional) Amount by Expected Maturity
Average Interest (Swap) Rate

                                                                                                Fair
                                                                                               value
(Amounts in millions)             1999    2000    2001    2002    2003   Thereafter   Total   1/31/98
                                                                        
Liabilities
Long-term debt Including
  current portion
    Fixed rate debt             $1,039    $815  $2,018     $52    $559     $3,747    $8,230    $8,639
    Average interest rate          7.1%    7.2%    7.2%    7.1%    6.9%       7.2%      7.2%
Long-term obligation related
  to real estate investment trust
    Fixed rate obligation           36      39      43      46      50        382       596       560
    Average interest rate          8.4%    8.4%    8.4%    8.4%    8.4%       8.4%      8.4%

Interest Rate Derivative Financial
Instruments Related to Debt
Interest rate swaps
    Pay variable/receive fixed       -     500       -       -       -          -       500         -
    Average pay rate - 30-day
      commercial paper non-financial
      plus .134%
    Average receive rate             -     5.7%      -       -       -          -       5.7%        -

Interest Rate Derivative Financial
Instruments Related to Real Estate
Investment Trust Obligation
Interest rate swaps
    Pay variable/receive fixed      35      37      41      45      49        378       585        17
    Average pay rate - 30-day
      commercial paper non-financial
    Average receive rate           7.0%    7.0%    7.0%    7.0%    7.0%       7.0%      7.0%

Interest Rate Derivative Financial
Instrument on Currency Swap
German Deutschmarks
    Pay variable/receive variable    -       -       -       -   1,101           -    1,101        (1)
    Average Pay Rate - 3-month Deutschmark
      LIBOR minus .0676%
    Average receive rate - 30-day commercial 
      paper non-financial


          Wal-Mart Stores, Inc. Annual Report - Page 24

    The Company routinely enters into forward currency exchange contracts in the
regular  course  of  business to manage its exposure  against  foreign  currency
fluctuations  on  inventory purchases denominated in foreign  currencies.  These
contracts  are for short durations, generally less than six months. In addition,
we have entered into a foreign currency swap to hedge our investment in Germany.
Under  the  agreement, the Company will pay 1,960 million in German Deutschmarks
in 2003 and will receive $1,101 million in United States Dollars.
     The  following  table  provides information about the Company's  derivative
financial  instruments, including foreign currency forward  exchange  agreements
and currency swap agreements by functional currency and presents the information
in  U.S.  dollar equivalents. For foreign currency forward exchange  agreements,
the  table  presents  the  notional  amounts  and  average  exchange  rates   by
contractual maturity dates.


Foreign Currency Exchange Rate Sensitivity
Principal (Notional) Amount by Expected Maturity

                                                                                           Fair
                                                                                          value
(Amounts in millions)             1999   2000   2001   2002   2003   Thereafter   Total  1/31/98
                                                                      
Forward Contracts to Sell Foreign Currencies for US $
Canadian Dollars
Notional amount                     24      -      -      -      -        -          24        -
Average contract rate              1.4      -      -      -      -        -         1.4        -
German Deutschmarks
Notional amount                      2      -      -      -      -        -           2        -
Average contract rate              1.8      -      -      -      -        -         1.8        -

Forward Contracts to Sell Foreign Currencies for Hong Kong $
German Deutschmarks (DEM)
Notional amount                      1      -      -      -      -        -           1        -
Average contract rate              0.2      -      -      -      -        -         0.2        -
Average currency exchange rate
  (DEM to US$)                     1.8      -      -      -      -        -         1.8        -

Currency Swap Agreements
Payment of German Deutschmarks
Notional amount                      -      -      -      -  1,101        -       1,101       30
Average contract rate                -      -      -      -    1.8        -         1.8        -



International Operations
     A  portion  of  our  operations consists of  sales  activities  in  foreign
jurisdictions. We operate wholly owned operations in Argentina, Canada,  Germany
and  Puerto  Rico,  through joint ventures in China and  through  majority-owned
subsidiaries in Brazil and Mexico. As a result, our financial results  could  be
affected by factors such as changes in foreign currency exchange rates  or  weak
economic  conditions in the foreign markets in which we do business. We minimize
the  exposure  to the risk of devaluation of foreign currencies by operating  in
local  currencies and through buying forward contracts, where feasible, on known
transactions.
     All  foreign  operations are measured in their local  currencies  with  the
exception  of Brazil and Mexico, which operate in highly-inflationary  economies
and  report operations using U.S. Dollars. Beginning in fiscal 1999, Brazil will
no  longer  be considered a highly-inflationary economy and will begin reporting
its  operations  in  its local currency. In fiscal 1998,  the  foreign  currency
translation adjustment increased by $73 million to $473 million primarily due to
the  exchange  rate in Canada. In fiscal 1997, the foreign currency  translation
adjustment decreased by $12 million to $400 million primarily due to a favorable
exchange  rate in Canada. The cumulative foreign currency translation adjustment
of $412 million in fiscal 1996 was due primarily to operations in Mexico.


          Wal-Mart Stores, Inc. Annual Report - Page 25

Liquidity and Capital Resources
Cash Flows Information
     Cash flows from operating activities were $7,123 million in fiscal 1998, up
from $5,930 million in fiscal 1997. In fiscal 1998, the Company  invested $2,636
million in capital assets and paid dividends of $611 million and had a net  cash
outlay  of   $1,865 million for acquisitions. Acquisitions include the  Wertkauf
hypermarket  chain in Germany, a controlling interest in Cifra, S.A.  de  C.  V.
(Cifra)  and  the  minority interest in our Brazilian joint venture  from  Lojas
Americanas.  See  Note  6  of  Notes to Consolidated  Financial  Statements  for
additional information on our acquisitions.

Company Stock Purchase and Common Stock Dividends
     In  fiscal  1998, the Company repurchased over  47 million  shares  of  its
common  stock  for  $1.6 billion. Subsequent to January 31,  1998,  the  Company
announced plans to repurchase up to $2 billion of its common stock over the next
12  to  18 months. Additionally, the Company increased the dividend 15% to  $.31
per share for fiscal 1999.

Borrowing Information
     The Company had committed lines of credit with 77 banks, aggregating $1,873
million  and  informal  lines of credit with various other  banks,  totaling  an
additional $1,950 million,  which were used to support short-term borrowing  and
commercial paper. These lines of credit and their anticipated cyclical increases
will  be  sufficient to finance the seasonal buildups in merchandise inventories
and for other cash requirements.
     We anticipate generating sufficient operating cash flow to fund all capital
expenditures and our Company stock repurchase program. Accordingly,  we  do  not
plan  to finance future capital expenditures with debt. However,  we do plan  to
refinance  existing  long-term  debt as it matures  and  may  desire  to  obtain
additional long-term financing for other uses of cash or for strategic  reasons.
We  anticipate  no difficulty in obtaining long-term financing in  view  of  our
excellent  credit  rating and favorable experiences in the debt  market  in  the
recent  past. In addition to the available credit lines mentioned above, we  may
sell  up  to $251 million of public debt under shelf registration statements  on
file with the Securities and Exchange Commission.

Expansion
     Domestically,  we  plan to open approximately 50 new  Wal-Mart  stores  and
between 120 and 125 new Supercenters. Approximately 90 of the Supercenters  will
come  from  relocations or expansions of existing Wal-Mart stores. Also  planned
for  next  fiscal  year  are  ten new SAM'S Club units  and  three  distribution
centers. Internationally, plans are to develop 50 to 60 new retail units.  These
stores  are  planned  in Argentina, Brazil, Canada, China, Germany,  Mexico  and
Puerto  Rico.  Total planned growth represents approximately 26  million  square
feet of additional retail space.
     Total  planned capital expenditures for fiscal 1999 approximate $4 billion.
We plan to finance our expansion primarily with operating cash flows.

Forward-Looking Statements
     Certain  statements contained in Management's Discussion and Analysis,  and
elsewhere   in  this  annual  report,  are  forward-looking  statements.   These
statements  discuss,  among other things, expected growth, future  revenues  and
future  performance.  The forward-looking statements are subject  to  risks  and
uncertainties, including, but not limited to, competitive pressures,  inflation,
consumer  debt  levels,  currency  exchange  fluctuations,  trade  restrictions,
changes  in tariff and freight rates, capital market conditions and other  risks
indicated  in  our  filings with the Securities and Exchange Commission.  Actual
results  may  materially  differ from anticipated  results  described  in  these
statements.


          Wal-Marat Stores, Inc. Annual Report - Page 26


CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions except per share data)

Fiscal years ended January 31,        1998               1997              1996
                                                                     
Revenues:
  Net sales                       $117,958           $104,859           $93,627
  Other income-net                   1,341              1,319             1,146
                                   119,299            106,178            94,773
Costs and Expenses:
  Cost of sales                     93,438             83,510            74,505
  Operating, selling and general
    and administrative expenses     19,358             16,946            15,021
Interest Costs:
  Debt                                 555                629               692
  Capital leases                       229                216               196
                                   113,580            101,301            90,414

Income Before Income Taxes,
  Minority Interest and Equity
  in Unconsolidated Subsidiaries     5,719              4,877             4,359
Provision for Income Taxes
  Current                            2,095              1,974             1,530
  Deferred                              20               (180)               76
                                     2,115              1,794             1,606

Income Before Minority Interest
  and Equity in Unconsolidated
  Subsidiaries                       3,604              3,083             2,753
Minority Interest and Equity in
  Unconsolidated Subsidiaries          (78)               (27)              (13)
Net Income                        $  3,526           $  3,056          $  2,740
Net Income Per Share - Basic
  and Dilutive                       $1.56              $1.33             $1.19

See accompanying notes.



          Wal-Mart Stores, Inc. Annual Report - Page 27


CONSOLIDATED BALANCE SHEETS

(Amounts in millions)

January 31,                                           1998               1997
                                                                
Assets
Current Assets:
  Cash and cash equivalents                        $ 1,447            $   883
  Receivables                                          976                845
  Inventories
    At replacement cost                             16,845             16,193
  Less LIFO reserve                                    348                296
    Inventories at LIFO cost                        16,497             15,897
  Prepaid expenses and other                           432                368
    Total Current Assets                            19,352             17,993
Property, Plant and Equipment, at Cost:
  Land                                               4,691              3,689
  Building and improvements                         14,646             12,724
  Fixtures and equipment                             7,636              6,390
  Transportation equipment                             403                379
                                                    27,376             23,182
  Less accumulated depreciation                      5,907              4,849
    Net property, plant and equipment               21,469             18,333
Property Under Capital Lease:
  Property under capital lease                       3,040              2,782
  Less accumulated amortization                        903                791
    Net property under capital leases                2,137              1,991
Other Assets and Deferred Charges                    2,426              1,287
  Total Assets                                     $45,384            $39,604

Liabilities and Shareholders' Equity
Current Liabilities:
  Accounts payable                                 $ 9,126            $ 7,628
  Accrued liabilities                                3,628              2,413
  Accrued income taxes                                 565                298
  Long-term debt due within one year                 1,039                523
  Obligations under capital leases due
    within one year                                    102                 95
    Total Current Liabilities                       14,460             10,957
Long-Term Debt                                       7,191              7,709
Long-Term Obligations Under Capital Leases           2,483              2,307
Deferred Income Taxes and Other                        809                463
Minority Interest                                    1,938              1,025
Shareholders' Equity
  Preferred stock ($.10 par value; 100 shares
    authorized, none issued)
  Common stock ($.10 par value; 5,500 shares
    authorized, 2,241 and 2,285 issued and
    outstanding in 1998 and 1997, respectively)        224                228
  Capital in excess of par value                       585                547
  Retained earnings                                 18,167             16,768
  Foreign currency translation adjustment             (473)              (400)
  Total Shareholders' Equity                        18,503             17,143
  Total Liabilities and Shareholders' Equity       $45,384            $39,604

See accompanying notes.



          Wal-Mart Stores, Inc. Annual Report - Page 28


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                                     Foreign
                                                          Capital in                 currency
(Amounts in millions                  Number     Common   excess of   Retained     translation
  except per share data)            of shares     stock   par value   earnings      adjustment     Total
                                                                               
Balance - January 31, 1995              2,297     $ 230      $ 539     $12,213       ($ 256)     $12,726
  Net income                                                             2,740                     2,740
  Cash dividends ($.20 per share)                                         (458)                     (458)
  Purchase of Company stock                (5)                  (4)       (101)                     (105)
  Foreign currency translation adjustment                                              (156)        (156)
  Stock options exercised and other         1        (1)        10                                     9
Balance - January 31, 1996              2,293       229        545      14,394         (412)      14,756
  Net income                                                             3,056                     3,056
  Cash dividends ($.21 per share)                                         (481)                     (481)
  Purchase of Company stock                (8)                  (7)       (201)                     (208)
  Foreign currency translation adjustment                                                12           12
  Stock options exercised and other                  (1)         9                                     8
Balance - January 31, 1997              2,285       228        547      16,768         (400)      17,143
  Net income                                                             3,526                     3,526
  Cash dividends ($.27 per share)                                         (611)                     (611)
  Purchase of Company stock               (47)       (5)       (48)     (1,516)                   (1,569)
  Foreign currency translation adjustment                                               (73)         (73)
  Stock options exercised and other         3         1         86                                    87
Balance - January 31, 1998              2,241      $224       $585     $18,167       ($ 473)     $18,503

See accompanying notes.




          Wal-Mart Stores, Inc. Annual Report - Page 29


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

Fiscal years ended January 31,                    1998        1997        1996
                                                              
Cash flows from operating activities
  Net Income                                   $ 3,526     $ 3,056     $ 2,740
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                1,634       1,463       1,304
    Increase in accounts receivable                (78)        (58)        (61)
    (Increase)/decrease in inventories            (365)         99      (1,850)
    Increase in accounts payable                 1,048       1,208         448
    Increase in accrued liabilities              1,329         430          29
    Deferred income taxes                           20        (180)         76
    Other                                            9         (88)       (303)
Net cash provided by operating activities        7,123       5,930       2,383
Cash flows from investing activities
  Payments for property, plant and equipment    (2,636)     (2,643)     (3,566)
  Proceeds from sale of photo finishing plants                 464
  Acquisitions                                  (1,865)
  Other investing activities                        80         111         234
Net cash used in investing activities           (4,421)     (2,068)     (3,332)
Cash flows from financing activities
  (Decrease)/increase in commercial paper                   (2,458)        660
  Proceeds from issuance of long-term debt         547                   1,004
  Net proceeds from formation of Real Estate
    Investment Trust (REIT)                                    632
  Purchase of Company stock                     (1,569)       (208)       (105)
  Dividends paid                                  (611)       (481)       (458)
  Payment of long-term debt                       (554)       (541)       (126)
  Payment of capital lease obligations             (94)        (74)        (81)
  Other financing activities                       143          68          93
Net cash (used in)/provided by financing
  activities                                    (2,138)     (3,062)        987
Net increase in cash and cash equivalents          564         800          38
Cash and cash equivalents at beginning of year     883          83          45
Cash and cash equivalents at end of year       $ 1,447     $   883     $    83
Supplemental disclosure of cash flow information
  Income tax paid                              $ 1,971     $ 1,791     $ 1,785
  Interest paid                                    796         851         866
  Capital lease obligations incurred               309         326         365
  Investment in unconsolidated subsidiary
    exchanged in acquisition                       226

See accompanying notes.



          Wal-Mart Stores, Inc. Annual Report - Page 30


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 Summary of Significant Accounting Policies

Consolidation
     The consolidated financial statements include the accounts of subsidiaries.
Significant intercompany transactions have been eliminated in consolidation.

Cash and cash equivalents
     The  Company considers investments with a maturity of three months or  less
when purchased to be cash equivalents.

Inventories
     The  Company uses the retail last-in, first-out (LIFO) method for  domestic
Wal-Mart  discount  stores  and Supercenters and  cost  LIFO  for  SAM'S  Clubs.
International  inventories are on other cost methods.  Inventories  are  not  in
excess of market value.

Pre-opening costs
     Costs  associated with the opening of stores are expensed during the  first
full month of operations. The costs are carried as prepaid expenses prior to the
store  opening. If the Company had expensed these costs as incurred, net  income
would have been reduced by $2 million, $9 million and $2 million in fiscal 1998,
1997 and 1996, respectively.

Interest during construction
     In order that interest costs properly reflect only that portion relating to
current  operations,  interest  on borrowed funds  during  the  construction  of
property,  plant  and equipment is capitalized. Interest costs capitalized  were
$33 million, $44 million and $50 million in 1998, 1997 and 1996, respectively.

Financial instruments
     The  Company uses derivative financial instruments for purposes other  than
trading  to  reduce  its exposure to fluctuations in foreign currencies  and  to
minimize  the  risk  and  cost associated with financial  and  global  operating
activities.  Settlements of interest rate swaps are accounted for  by  recording
the  net  interest received or paid as an adjustment to interest  expense  on  a
current  basis.  Gains  or  losses  resulting  from  market  movements  are  not
recognized.  Contracts  that  effectively meet risk  reduction  and  correlation
criteria  are  recorded using hedge accounting. Hedges of  firm  commitments  or
anticipated transactions are deferred and recognized when the hedged transaction
occurs.

Advertising costs
     Advertising  costs  are expensed as incurred and were  $292  million,  $249
million and $219 million in 1998, 1997 and 1996, respectively.

Operating, selling and general and administrative expenses
     Buying, warehousing and occupancy costs are included in operating,  selling
and general and administrative expenses.

Depreciation and amortization
     Depreciation and amortization for financial statement purposes are provided
on  the  straight-line  method over the estimated useful lives  of  the  various
assets.  For  income tax purposes, accelerated methods are used with recognition
of deferred income taxes for the resulting temporary differences.
Estimated useful lives are as follows:

  Building and improvements        5-33 years
  Fixtures and equipment           5-12 years
  Transportation equipment          2-5 years
  Goodwill                        20-40 years

Long-lived assets
     In  fiscal  1997,  the  Company adopted Statement of  Financial  Accounting
Standards  No. 121, Accounting for the Impairment of Long-Lived Assets  and  for
Long-Lived Assets to be Disposed Of. The statement requires entities  to  review
long-lived assets and certain intangible assets in certain circumstances, and if
the value of the assets is impaired, an impairment loss shall be recognized. Due
to  the  Company's  previous  accounting policies,  this  pronouncement  had  no
material effect on the Company's financial position or results of operations.

Comprehensive income
     In  June  1997,  the  Financial Accounting Standards  Board  (FASB)  issued
Statement  No.  130, "Reporting Comprehensive Income," which  is  effective  for
fiscal  years  beginning  after December 15, 1997.  This  statement  establishes
standards  for reporting and display of comprehensive income and its components.
The  Company  anticipates  adopting this Statement in fiscal  1999.  Since  this
Statement  requires only additional disclosure, there will be no effect  on  the
Company's results of operations or financial position.

Net income per share
     In  fiscal  1998,  the  Company adopted Statement of  Financial  Accounting
Standards No. 128, Earnings Per Share. Statement 128 replaces primary and  fully
dilutive  earnings per share with basic and dilutive earnings per share.  Unlike
primary  earnings  per  share, basic earnings per share  excludes  any  dilutive
effect  of options. Basic earnings per share for all periods presented  are  the
same as previously reported. Basic net income per share is based on the weighted
average outstanding common shares. Dilutive net income per share is based on the
weighted average outstanding shares reduced by the effect of stock options.
     The shares used in the computations for basic and dilutive   net income per
share are as follows (in millions):

                                   1998     1997       1996
  Basic                           2,258    2,292      2,296
  Dilutive                        2,267    2,296      2,299


          Wal-Mart Stores, Inc. Annual Report - Page 31

Foreign currency translation
     The  assets and liabilities of most foreign subsidiaries are translated  at
current  exchange rates and any related translation adjustments are recorded  in
Consolidated  Shareholders' Equity. Operations in Brazil and Mexico  operate  in
highly  inflationary economies and certain assets are translated  at  historical
exchange rates and all translation adjustments are reflected in the Consolidated
Income Statements.

Estimates and assumptions
     The  preparation  of consolidated financial statements in  conformity  with
generally  accepted accounting principles requires management to make  estimates
and assumptions. These estimates and  assumptions affect the reported amounts of
assets  and  liabilities and disclosure of contingent assets and liabilities  at
the  date  of the consolidated financial statements and the reported amounts  of
revenues  and expenses during the reporting period. Actual results could  differ
from those estimates.

Reclassifications
     Certain  reclassifications have been made to prior periods  to  conform  to
current presentation.

2 Commercial Paper and Long-term Debt

     Information  on  short-term borrowings and interest  rates  is  as  follows
(dollar amounts in millions):


Fiscal years ended January 31,                 1998          1997         1996
                                                                 
Maximum amount outstanding at month-end     $ 1,530       $ 2,209      $ 3,686
Average daily short-term borrowings             212         1,091        2,106
Weighted average interest rate                  5.6%          5.3%         5.9%


     At  January  31,  1998  and  1997,  there  were  no  short-term  borrowings
outstanding. At January 31, 1998, the Company had committed lines of  credit  of
$1,873  million  with 77 banks and informal lines of credit with  various  banks
totaling  an  additional $1,950 million, which were used to  support  short-term
borrowings  and  commercial paper. Short-term borrowings under  these  lines  of
credit bear interest at or below the prime rate.

    Long-term debt at January 31, consists of (amounts in millions):


                                                         1998             1997
                                                                  
8.625%               Notes due April 2001              $  750           $  750
5.875%               Notes due October 2005               597              597
5.614%               Notes due February 2010 with
                       biannual put options               500                -
7.500%               Notes due May 2004                   500              500
9.100%               Notes due July 2000                  500              500
6.125%               Notes due October 1999               500              500
7.800% - 8.250%      Obligations from sale/leaseback
                       transactions due 2014              458              466
6.500%               Notes due June 2003                  454              454
7.250%               Notes due June 2013                  445              445
7.000% - 8.000%      Obligations from sale/leaseback
                       transactions due 2013              306              314
6.750%               Notes due May 2002                   300              300
8.500%               Notes due September 2024             250              250
6.750%               Notes due October 2023               250              250
8.000%               Notes due September 2006             250              250
6.125%               Eurobond due November 2000           250              250
6.875%               Eurobond due June 1999               250              250
6.375%               Notes due March 2003                 228              228
6.750%               Eurobond due May 2002                200              200
5.500%               Notes due March 1998                   -              500
5.125%               Eurobond due October 1998              -              250
7.000%               Eurobond due April 1998                -              250
                     Other                                203              205
                                                       $7,191           $7,709



          Wal-Mart Stores, Inc. Annual Report - Page 32

     In  fiscal  1998, the Company borrowed $500 million due in  2010  with  put
options  imbedded.  Beginning in 2000, and every second year,  thereafter  until
2010, the holders of the debt may require the Company to repurchase the debt  at
face value.
    Long-term debt is unsecured except for $202 million, which is collateralized
by  property  with  an aggregate carrying value of approximately  $349  million.
Annual  maturities  of  long-term  debt during  the  next  five  years  are  (in
millions):


Fiscal year ending                Annual
January 31,                     maturity
                             
1999                            $ 1,039
2000                                815
2001                              2,018
2002                                 52
2003                                559
Thereafter                        3,747


     The Company has agreed to observe certain covenants under the terms of  its
note agreements, the most restrictive of which, relates to amounts of additional
secured debt and long-term leases.
     The  Company  has  entered  into  sale/leaseback  transactions    involving
buildings while retaining title to the undering land.
    These transactions were accounted for as financings and are included in
long-term  debt  and the annual maturities schedules above. The resulting
obligations are  amortized over the lease terms. Future minimum lease payments
for  each  of the five succeeding years, as of January 31, 1998, are
(in millions):



Fiscal years ending             Minimum
January 31,                     rentals
                              
1999                             $ 76
2000                              104
2001                              100
2002                               94
2003                               98
Thereafter                        817



     At January 31, 1998 and 1997, the Company had letters of credit outstanding
totaling  $673 million and $811 million, respectively. These letters  of  credit
were issued primarily for the purchase of inventory.
    Under shelf registration statements previously filed with the Securities and
Exchange  Commission,  the  Company may issue debt securities  aggregating  $251
million.

3 Financial Instruments:

Interest rate instruments
     The Company enters into interest rate swaps to minimize the risks and costs
associated  with its financial activities. The swap agreements are contracts  to
exchange   fixed  or  variable  rates  for  floating  interest   rate   payments
periodically over the life of the instruments. The notional amounts are used  to
measure  interest to be paid or received and do not represent  the  exposure  to
credit loss. The rates paid on these swaps range from 3-month Deutschmark  LIBOR
minus  .0676%  to  30-day  Commercial  Paper  Non-Financial  plus  .134%.  These
instruments  are not recorded on the balance sheet, and as of January  31,  1998
and 1997, are as follows:



January 31, 1998
Notional amount      Maturity       Rate              Fair
(in millions)                     received            value
                                              
$  585                 2006        6.97%               $17
$  500                 2000        5.65%                 -
$1,101                 2003    30-day commercial       ($1)
                              paper non-financial




January 31, 1997
Notional amount           Maturity          Rate
(in millions)                           received
                                    >C>
$630                       2006           6.97%



Foreign exchange instruments
    The Company has entered into a foreign currency swap to hedge its investment
in  Germany. Under the agreement, the Company will pay $1,960 million in  German
Deutschmarks  in 2003 and will receive $1,101 million in United States  Dollars.
At January 31, 1998, the fair value of this swap was $30 million.
    The Company enters routinely into forward currency exchange contracts in the
regular  course  of  business to manage its exposure  against  foreign  currency
fluctuations  on  inventory purchases denominated in foreign  currencies.  These
contracts are for short durations (six months or less) and are insignificant  to
the  Company's  operations or financial position. (There were approximately  $27
million outstanding at January 31, 1998.)

Fair value of financial instruments
     Cash and cash equivalents: The carrying amount approximates fair value  due
to the short maturity of these instruments.
     Long-term  debt: The fair value of the Company's long-term debt,  including
current maturities, approximates $8,639 million at January 31, 1998 and is based
on  the  Company's  current  incremental borrowing rate  for  similar  types  of
borrowing arrangements.
    Interest rate instruments: The fair values are estimated amounts the Company
would receive or pay to terminate the agreements as of the reporting dates.
    Foreign currency contracts: The fair value of foreign currency contracts are
estimated by obtaining quotes from brokers.


          Wal-Mart Stores, Inc. Annual Report - Page 33

4 Defined Contribution Plans

     The Company maintains profit sharing plans under which most full-time,  and
many  part-time associates become participants following one year of employment.
In fiscal 1998, the Company add
ed  401(k) plans in which the same associates may elect to contribute up to  10%
of their earnings.
     The Company will make annual contributions to these plans on behalf of  all
eligible associates, including those who have not elected to contribute  to  the
401(k) plan.
    Annual Company contributions are made at the sole discretion of the Company,
and  were  $321 million, $247 million and $204 million in 1998, 1997  and  1996,
respectively.

5 Income Taxes

The income tax provision consists of the following (in millions):


                                          1998            1997            1996
                                                               
Current
  Federal                               $1,891          $1,769          $1,342
  State and local                          186             201             188
  International                             18               4
Total current tax provision              2,095           1,974           1,530
Deferred
  Federal                                   (5)            (97)            119
  State and local                           (2)             (9)             15
  International                             27             (74)            (58)
Total deferred tax provision                20            (180)             76
Total provision for income taxes        $2,115          $1,794          $1,606




    Items that give rise to significant portions of the deferred tax accounts at
January 31, are as follows (in millions):



                                          1998            1997            1996
                                                               
Deferred tax liabilities:
Property, plant and equipment           $  797          $  721          $  617
Inventory                                  275             145             135
International, principally asset
  basis differences                        387              83              62
Other                                       33              45              19
Total deferred tax liabilities           1,492             994             833
Deferred tax assets:
Amounts accrued for financial reporting
  purposes not yet deductible for tax
  purposes                                 441             295             204
International, asset basis and loss
  carryforwards                            258             314             163
Capital leases                             190             169             147
Deferred revenue                            89             113
Other                                      108              68              49
Total deferred tax assets                1,086             959             563
Net deferred tax liabilities            $  406          $   35          $  270



    A reconciliation of the significant differences between the effective income
tax rate and the federal statutory rate on pretax income follows:



                                          1998            1997            1996
                                                                 
Statutory tax rate                        35.0%           35.0%           35.0%
State income taxes, net of federal
  income tax benefit                       2.1%            2.2%            3.1%
International                             (0.3%)          (1.5%)          (1.0%)
Other                                      0.2%            1.1%           (0.3%)
                                          37.0%           36.8%           36.8%


          Wal-Mart Stores, Inc. Annual Report - Page 34

6 Acquisitions

     A  merger of the Mexican joint venture companies owned by Wal-Mart  Stores,
Inc.  and Cifra, S.A. de C.V. (Cifra) with, and into Cifra, was consummated with
an  effective  merger  date of September 1, 1997. The  Company  received  voting
shares  of Cifra equaling approximately 33.5% of the  outstanding voting  shares
of Cifra in exchange for the Company's joint venture interests having a net book
value  of  approximately $644 million. No gain or loss  was  recognized  on  the
exchange  of  the joint venture interest. The Company then acquired  593,100,000
shares of the Series "A" Common Shares and Series "B" Common Shares of Cifra, in
a  cash tender offer. The transaction has been accounted for as a purchase.  The
net  assets  and  liabilities acquired are recorded  at  fair  value.  Resulting
goodwill is being amortized over 40 years. As a result of the merger and  tender
offer,  Wal-Mart  holds approximately 51% of the outstanding  voting  shares  of
Cifra.  The  results of operations for Cifra, since the effective  merger  date,
have been included in the Company's results.
     In  December 1997, the Company acquired the Wertkauf hypermarket  chain  in
Germany,  as  well  as  certain real estate.  The 21 hypermarkets  are  one-stop
shopping  centers  that  offer  a  broad  assortment  of  high-quality   general
merchandise and food and are similar to the Wal-Mart Supercenter format  in  the
United  States. The transaction has been accounted for as a purchase. Net assets
and  liabilities of Wertkauf and the real estate are recorded at fair value. The
goodwill  is  being amortized over 40 years. The transaction closed on  December
30,   1997;  therefore,  the  assets  are  included  in  the  January  31,  1998
consolidated  balance  sheet  and the results of  operations  will  be  included
beginning in fiscal 1999.
     In  December  1997, the Company acquired the 40% minority interest  in  its
Brazilian  joint venture from Lojas Americanas, and then sold a 5% share  to  an
individual. The purchase price of the minority interest approximated book value.
Because  the transaction closed on December 30, 1997, the results of  operations
for fiscal 1998 include the Company's original ownership percentage of the joint
venture.
     Pro  forma results of operations are not presented due to the insignificant
differences from historical results, both individually and in the aggregate.
     The  fair value of the assets and liabilities recorded as a result of these
transactions is as follows (in millions):



                                          
Cash and cash equivalents                    $  500
Receivables                                      97
Inventories                                     266
Net property, plant and equipment             2,105
Goodwill                                      1,213
Accounts payable                               (431)
Accrued liabilities                            (132)
Deferred income taxes                          (353)
Minority interest                              (705)
Other                                            31
                                              2,591
Investment in unconsolidated Mexican
  subsidiary exchanged                         (226)
Total cash purchase price                   $ 2,365



7 Stock Option Plans

     At  January  31, 1998, 70 million shares of common stock were reserved  for
issuance  under stock option plans. The options granted under the  stock  option
plans expire ten years from the date of grant. Options granted prior to November
17,  1995, may be exercised in nine annual installments. Options granted  on  or
after  November  17,  1995, may be exercised in seven annual  installments.  The
Company  has  elected  to follow Accounting Principles  Board  Opinion  No.  25,
"Accounting  for Stock Issued to Employees" (APB 25) and related interpretations
in  accounting for its employee stock options because the alternative fair value
accounting,  provided  under  FASB Statement 123,  "Accounting  for  Stock-Based
Compensation,"  requires  the  use of option  valuation  models  that  were  not
developed  for use in valuing employee stock options. Under APB 25, because  the
exercise  price of the Company's employee stock options equals the market  price
of  the  underlying stock on the date of the grant, no compensation  expense  is
recognized.
      Pro  forma  information, regarding net income and  income  per  share,  is
required  by  Statement  123  and has been determined  as  if  the  Company  had
accounted  for its associate stock option plans under the fair value  method  of
that statement. The fair value of these options was estimated at the date of the
grant using the Black-Scholes option pricing model with the following assumption
ranges:  risk-free interest rates between 7.2% and 5.6%, dividend yields between
0.7%  and 1.0%, volatility factors between .23 and .27, and an expected life  of
the  option of 7.4 years for the options issued prior to November 17,  1995  and
5.8 years for options issued thereafter.
    The Black-Scholes option valuation model was developed for use in estimating
the  fair  value of traded options, which have no vesting restrictions  and  are
fully transferrable. In addition, option valuation methods require the input  of
highly  subjective  assumptions including the expected stock  price  volatility.
Because the Company's associate stock options have characteristics significantly
different  from  those of traded options, and because changes in the  subjective
input   assumptions  can  materially  affect  the  fair  value   estimates,   in
management's opinion, the existing models do not necessarily provide a  reliable

          Wal-Mart Stores, Inc. Annual Report - Page 35

single measure of the fair value of its associate stock options. Using the
Black-Scholes option valuation model, the weighted average grant date value of
options granted during the year ended January 31, 1998, was $13 per option.

     The  effect  of  applying the fair value method of  Statement  123  to  the
Company's  option  plan does not result in net income and net income  per  share
that  are  materially  different  from the amounts  reported  in  the  Company's
consolidated  financial statements as demonstrated below: (Amounts  in  millions
except per share data)



                                 1998       1997      1996
                                           
Pro forma net income           $3,504     $3,042    $2,737
Pro forma earnings
  per share - basic            $ 1.55     $ 1.33    $ 1.19
Pro forma earnings
  per share - dilutive         $ 1.55     $ 1.32    $ 1.19



Further information concerning the options is as follows:



                                                    Weighted
                                   Option price      average
                         Shares       per share     per share            Total
                                                      
  January 31, 1995   17,969,000    $ 2.78-30.62        $20.20     $362,981,000
  Options granted     7,114,000     23.50-24.75         23.61      167,959,000
  Options canceled   (1,953,000)     3.75-30.82         22.46      (43,873,000)
  Options exercised  (1,101,000)     2.78-25.38          8.79       (9,678,000)
  January 31, 1996   22,029,000      4.94-30.82         21.67      477,389,000
  (5,011,000 shares
     exerciseable)
  Options granted    11,466,000     22.25-25.25         23.19      265,931,000
  Options canceled   (2,110,000)     5.78-30.82         23.27      (49,109,000)
  Options exercised    (999,000)     4.94-25.75         10.34      (10,327,000)
  January 31, 1997   30,386,000      6.50-30.82         22.51      683,884,000
  (6,448,000 shares
    exerciseable)
  Options granted     5,263,000     24.88-39.94         37.87      199,309,000
  Options canceled   (1,802,000)     6.50-35.06         23.45      (42,251,000)
  Options exercised  (3,519,000)     6.50-30.82         19.25      (67,729,000)
  January 31, 1998   30,328,000    $ 7.19-39.94        $25.50     $773,213,000
  (6,731,000 shares
    exerciseable)
The weighted average remaining life of options outstanding as of January 31,
1998 was 7.5 years.
Shares available for option grants:
  January 31, 1997   43,590,000
  January 31, 1998   40,129,000



The following table summarizes information about stock options outstanding as of
January 31, 1998.



                                   Weighted            Weighted                         Weighted
  Range of         Number of   Average Remaining       Average         Options          Average
Exercise Prices      Options       Life (Years)    Exercise Price   Exerciseable    Exercise Price
                                                                           
$ 7.19 to 10.66     1,593,000              1.8           $10.23        1,233,000          $10.13
 13.25 to 17.69       898,000              2.9            14.44          550,000           14.46
 20.00 to 24.88    17,998,000              8.0            23.29        3,000,000           23.32
 25.00 to 29.75     4,513,000              5.4            27.25        1,887,000           27.62
 30.82 to 39.94     5,326,000              9.8            37.89           61,000           30.82
                   30,328,000                                          6,731,000    



          Wal-Mart Stores, Inc. Annual Report - Page 36

8 Long-term Lease Obligations

     The Company and certain of its subsidiaries have long-term leases  for
stores  and  equipment.  Rentals (including, for  certain  leases,  amounts
applicable  to taxes, insurance, maintenance, other operating expenses  and
contingent  rentals)  under all operating leases were  $596  million,  $561
million  and  $531 million in 1998, 1997 and 1996, respectively.  Aggregate
minimum  annual  rentals at January 31, 1998, under  non-cancelable  leases
are as follows (in millions):



Fiscal                                    Operating               Capital
year                                         leases                leases
                                                            
1999                                        $   404               $   347
2000                                            384                   345
2001                                            347                   344
2002                                            332                   343
2002                                            315                   340
Thereafter                                    2,642                 3,404
Total minimum rentals                       $ 4,424                 5,123
Less estimated executory costs                                         73
Net minimum lease payments                                          5,050
Less imputed interest at rates ranging from 6.1% to 14.0%           2,465
Present value of minimum lease payments                           $ 2,585



     Certain of the leases provide for contingent additional rentals  based
on  percentage of sales. Such additional rentals amounted to  $46  million,
$51  million  and  $41  million  in  1998,  1997  and  1996,  respectively.
Substantially  all of the store leases have renewal options for  additional
terms from five to 25 years at comparable rentals.
     The  Company has entered into lease commitments for land and buildings
for   38  future  locations.  These  lease  commitments  with  real  estate
developers  provide  for  minimum rentals for 20  to  25  years,  excluding
renewal options, which if consummated based on current cost estimates, will
approximate $38 million annually over the lease terms.

9 Segments

     The  Company  and  its  subsidiaries are principally  engaged  in  the
operation of mass merchandising stores located in all 50 states, Argentina,
Brazil, Canada, Germany, Mexico and Puerto Rico, and through joint ventures
in China.
     In  June 1997, the Financial Accounting Standards Board (FASB)  issued
Statement No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which the Company has adopted in the current year.
       The   Company   identifies  such  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
Company's  operations in Argentina, Brazil, Germany, Mexico and  China  are
consolidated  using a December fiscal year end, generally due to  statutory
reporting requirements. There were no significant intervening events  which
materially affected the financial statements. The Company measures  segment
profit  as  operating  profit, which is defined as income  before  interest
expense, income taxes and minority interest. Information on segments and  a
reconciliation to income, before income taxes and minority interest, are as
follows (in millions):



Fiscal year ended January 31,1998
                          Wal-Mart
                           Stores    SAM'S Club   International      Other     Consolidated
                                                                      
Revenues from external
  customers              $ 83,820      $ 20,668         $ 7,517   $  5,953        $ 117,958
Intercompany real estate
  charge (income)           1,375           349                     (1,724)
Depreciation and
  amortization                674           104             118        738            1,634

Operating income            5,833           616             262       (208)           6,503
Interest expense                                                                        784
Income before income taxes
  and minority interest                                                               5,719
Total assets             $ 22,002      $  3,864         $ 7,390   $ 12,128        $  45,384



          Wal-Mart Stores, Inc. Annual Report - Page 37



Fiscal year ended January 31,1997
                          Wal-Mart
                           Stores    SAM'S Club   International      Other     Consolidated
                                                                       
Revenues from external
  customers              $ 74,840      $ 19,785         $ 5,002   $  5,232        $ 104,859
Intercompany real estate
  charge (income)           1,250           346                     (1,596)
Depreciation and
  amortization                628            99              70        666            1,463

Operating income            5,033           557              24        108            5,722
Interest expense                                                                        845
Income before income taxes
  and minority interest                                                               4,877
Total assets             $ 20,905      $  3,927         $ 2,887   $ 11,885        $  39,604





Fiscal year ended January 31,1996
                          Wal-Mart
                           Stores    SAM'S Club   International      Other     Consolidated
                                                                    
Revenues from external
  customers              $ 66,271      $ 19,068         $ 3,712   $  4,576         $ 93,627
Intercompany real estate
  charge (income)           1,075           339                     (1,414)
Depreciation and
  amortization                561            95              52        596            1,304

Operating income            4,562           480             (16)       221            5,247
Interest expense                                                                        888
Income before income taxes
  and minority interest                                                               4,359
Total assets             $ 19,292      $  3,875         $ 2,305   $ 12,069         $ 37,541



     International long-lived assets excluding goodwill are $3,537  million,
$1,199  million  and  $952  million in 1998, 1997  and  1996,  respectively.
Additions  to  international  long-lived assets  are  $2,401  million,  $317
million  and  $747  million  in  1998,  1997  and  1996,  respectively.  The
international  segment includes all international real estate.  All  of  the
real estate in the United States is included in the "Other" category and  is
leased  to  Wal-Mart  Stores and SAM'S Club. The  revenues  in  the  "other"
category  result  from  sales to third parties by McLane  Company,  Inc.,  a
wholesale distributor.
     McLane offers a wide variety of grocery and non-grocery products, which
it  sells to a variety of retailers including the Company's Wal-Mart  Stores
and  SAM'S Club. McLane is not a significant segment and, therefore, results
are not presented separately.


10 Quarterly Financial Data (unaudited)



                                                  Quarters ended
Amounts in millions (except
  per share information)    April 30,     July 31,  October 31,  January 31,
                                                            
1998
Net sales                    $25,409      $28,386      $28,777     $35,386
Cost of sales                 20,127       22,478       22,680      28,153
Net income                       652          795          792       1,287
Net income per share,
  basic and dilutive            $.29         $.35         $.35        $.57
1997
Net sales                    $22,772      $25,587      $25,644     $30,856
Cost of sales                 18,032       20,336       20,416      24,726
Net income                       571          706          684       1,095
Net income per share,
  basic and dilutive            $.25         $.31         $.30        $.48



          Wal-Mart Stores, Inc. Annual Report - Page 38

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders,
Wal-Mart Stores, Inc.

    We have audited the accompanying consolidated balance sheets of Wal-Mart
Stores,  Inc.  and  Subsidiaries as of January 31, 1998 and  1997,  and  the
related  consolidated statements of income, shareholders'  equity  and  cash
flows  for  each  of the three years in the period ended January  31,  1998.
These   financial  statements  are  the  responsibility  of  the   Company's
management.  Our responsibility is to express an opinion on these  financial
statements based on our audits.
     We  conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform  the  audit  to
obtain reasonable assurance about whether the financial statements are  free
of  material  misstatement. An audit includes examining, on  a  test  basis,
evidence supporting the amounts and disclosures in the financial statements.
An  audit  also  includes  assessing  the  accounting  principles  used  and
significant estimates made by management, as well as evaluating the  overall
financial  statement  presentation. We believe that  our  audits  provide  a
reasonable basis for our opinion.
     In  our  opinion,  the financial statements referred to  above  present
fairly, in all material respects, the consolidated financial position of Wal-
Mart  Stores,  Inc. and Subsidiaries at January 31, 1998 and 1997,  and  the
consolidated results of their operations and their cash flows  for  each  of
the  three  years  in the period ended January 31, 1998, in conformity  with
generally accepted accounting principles.

                                             /s/  Ernst & Young LLP
                                                  Ernst & Young LLP

Tulsa, Oklahoma
March 24, 1998


          Wal-Mart Stores, Inc. Annual Report - Page 39

Listings- Stock Symbol: WMT
  New York Stock Exchange
  Pacific Stock Exchange



Market Price of Common Stock
                       Fiscal years ended January 31,
                           1998              1997
Quarter Ended           Hi      Low       Hi      Low
                                    
April 30              $29.88  $23.13    $24.50  $20.88
July 31               $38.56  $28.25    $26.25  $22.88
October 31            $38.75  $32.19    $28.13  $24.50
January 31            $41.75  $36.06    $27.00  $22.13





Dividends Paid Per Share
         Fiscal years ended January 31,
                 Quarterly
         1998                    1997
                                
April 9       $0.0675      April 8       $0.0525
July 14       $0.0675      July 8        $0.0525
October 14    $0.0675      October 7     $0.0525
January 12    $0.0675      January 17    $0.0525