U.S. SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.   20549

                  NOTICE OF EXEMPT SOLICITATION

1.  Name of the Registrant:
    WAL-MART STORES, INC.

2.  Name of person relying on exemption:
    AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND

3.  Address of person relying on exemption:
    11-15 Union Square West, New York, NY 10003

4.  Written materials.  Attach written materials required to be
submitted pursuant to Rule 14a-6(g)(1) [sec. 240.14a-6(g)(1)]

[LOGO]
AMALGAMATED BANK
     America's Labor Bank


WAL-MART
CUSIP: 931142BT9
ITEM # 10: INDEPENDENT BOARD

INSIST ON AN INDEPENDENT WAL-MART BOARD

We urge the board to be composed of two-thirds of independent
directors.

For any company, an independent board is important. Since 39%
of Wal-Mart's stock is controlled by the five Walton heirs,
we believe that such a structure is even more important for
Wal-Mart shareholders as a whole.

Our proposal calls for two-thirds of the Wal-Mart board to be
independent, using criteria developed by the Council of
Institutional Investors, a respected investor group.
[http://www.cii.org/policies/boardofdirectors.htm] Half of
Wal-Mart's current board fails that standard because of
related party transactions and/or their positions as
company executives.

In 2003, 23% of shareholders supported our proposal. Excluding
the Walton shares, that's more than 38% of the independent
shareholders.

RECENT EVENTS CALL FOR A MORE INDEPENDENT BOARD:

* Board member Thomas M. Couglin was reportedly forced "to
resign from its board following an investigation
into fraudulent expense accounts and invoices and misuse of
company-owned gift cards." (WSJ March 28, p. A3)
* A federal court ruled that a gender-discrimination lawsuit
against the company could proceed as a class action
encompassing possibly 1.6 million women. The company is
appealing. (WSJ March 28, p. A3)
* In March, Wal-Mart paid a fine to settle federal allegations
that underage workers were allowed to operate
dangerous machinery. (WSJ March 28, p. A3)

* Earlier, Wal-Mart paid $11 million to settle a federal
investigation regarding its use of undocumented workers
in floor-cleaning crews. (WSJ March 28, p. A3)

WHO IS - AND IS NOT -- INDEPENDENT?

LEE SCOTT is CEO.
DAVID D. GLASS is former CEO. His son owns Springdale Card &
Comic Wholesale, Inc, which Wal-Mart paid
$3,802,343 in fiscal year 2005.
JOHN WALTON is a family member
S. ROBSON WALTON is an executive officer and family member.
His son-in-law is a company "associate."
JAMES BEYER owns more than 10% of Groove Networks, which
Wal-Mart paid $278,003 in 2005 for computer
software and services.
CHRISTOPHER WILLIAMS' firm received $103,000 during fiscal
year 2005 from Wal-Mart. Wal-Mart declared that it
will  no longer engage his firm during the tenure of his
directorship.
ROLAND A. HERNANDEZ owns more than 10% of Inter-Con Security
Systems, which Wal-Mart paid $731,006 in fiscal year 2005.

15 Union Square West, New York, N.Y.   10003  (212) 255-6200



INSIST ON AN INDEPENDENT WAL-MART BOARD

IN SUM: 7 OF THE 14 DIRECTORS ARE NOT INDEPENDENT, ACCORDING
TO COUNCIL OF INSTITUTIONAL INVESTOR STANDARDS.

Wal-Mart considers 10 of its 14 directors independent. The
board recites the NYSE standard that allows the board
to determine that relationships such as payments that must
be disclosed as "related-party transactions"  will "not
be considered to be material relationships that impair a
director's independence."

The standard that we propose, modeled after criteria
developed by the Council of Institutional Investors, is
more objective and, we believe, will bring a higher level
of independence to the Wal-Mart board.

VOTE FOR ITEM #10

FOR QUESTIONS, CONTACT:
Bartlett Naylor, 703.786.7286, bartnaylor@aol.com