

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                    
                                FORM 10-Q
(Mark One)
[X]  Quarterly  Report Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 for the quarterly period ended July 31, 1998.
                                   or
[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______to______.

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               (I.R.S. Employer
    incorporation or organization)              Identification No.)

     702 S.W. Eighth Street
      Bentonville, Arkansas               ____________72716______________
(Address of principal executive offices)           (Zip Code)

                             (501) 273-4000
          (Registrant's telephone number, including area code)
                                    
                              Not applicable
          (Former name, former address and former fiscal year,
                      if changed since last report)
                                    
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 such shorter periods that
the  registrant  was required to file such reports),  and  (2)  has  been
subject to such filing requirements for the past 90 days.
                           Yes __X__  No _____
                                    
            Applicable Only to Issuers Involved in Bankruptcy
               Proceedings During the Preceding Five Years
                                    
Indicate by check mark whether the registrant has filed all documents and
reports  required  to  be  filed by Sections 12,  13,  or  15(d)  of  the
Securities  Exchange  Act  of  1934 subsequent  to  the  distribution  of
securities under a plan confirmed by the court.
                           Yes _____  No _____
                                    
                  Applicable Only to Corporate Issuers
                                    
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.

Common Stock, $.10 Par Value -- 2,252,851,199 shares as of July 31, 1998.

<PAGE 2>
                      PART I. FINANCIAL INFORMATION
                                    
Item 1. Financial Statements
<TABLE>
                 WAL-MART STORES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Amounts in millions)
<CAPTION>
                                    
                                              July 31,      January 31,
                                                1998            1998
ASSETS                                       (Unaudited)      (*Note)
<S>                                            <C>            <C>
Cash and cash equivalents                      $     884      $ 1,447
Receivables                                        1,008          976
Inventories                                       17,617       16,497
Other current assets                                 428          432
   Total current assets                           19,937       19,352

Property, plant and equipment                     28,898       27,376
Less accumulated depreciation                      6,644        5,907
   Net property, plant and equipment              22,254       21,469

Property under capital leases                      3,107        3,040
Less accumulated amortization                        963          903
   Net property under capital leases               2,144        2,137

Other assets and deferred charges                  2,539        2,426

   Total assets                                $  46,874      $45,384

LIABILITIES AND SHAREHOLDERS' EQUITY
Commercial paper                               $     175      $     -
Accounts payable                                   9,844        9,126
Long-term debt due within one year                   550        1,039
Other current liabilities                          4,227        4,295
   Total current liabilities                      14,796       14,460

Long-term debt                                     7,414        7,191
Long-term obligations under capital leases         2,520        2,483
Deferred income taxes and other                      799          809
Minority Interest                                  1,802        1,938

Common stock and capital in excess of par value      823          809
Retained earnings                                 19,225       18,167
Other accumulated comprehensive income        (      505)    (    473)
   Total shareholders' equity                     19,543       18,503

   Total liabilities and shareholders'
     equity                                    $  46,874      $ 45,384
</TABLE>
[FN]
<F1>
See accompanying notes to condensed consolidated financial statements
<F2>
*Note:  The balance sheet at January 31, 1998, has been derived from the
        audited financial statements at that date, and condensed.

<PAGE 3>
<TABLE>
                 WAL-MART STORES, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)
               (Amounts in millions except per share data)
<CAPTION>                                  
                            Three Months Ended         Six Months Ended
                                 July 31,                  July 31,
                              1998        1997        1998       1997
<S>                         <C>         <C>         <C>        <C>
Revenues:
   Net sales                $33,521     $28,386     $63,340    $53,795
   Other income - net           359         318         697        604
                             33,880      28,704      64,037     54,399
Costs and expenses:
   Cost of sales             26,422      22,478      49,948     42,605
   Operating, selling
     and general and
     administrative
     expenses                 5,577       4,767      10,650      9,100
   Interest costs:
     Debt                       123         137         245        271
     Capital leases              62          55         134        110
                             32,184      27,437      60,977     52,086
Income before income taxes,
   minority interest and
   equity in unconsolidated
   subsidiaries               1,696      1,267        3,060      2,313
Provision for income taxes      627         467       1,132        850

Income before minority
   interest and equity in
   unconsolidated
   subsidiaries                1,069        800       1,928       1,463

Minority interest and
   equity in unconsolidated
   subsidiaries              (    35)    (    5)     (   66)    (   16)

Net income                  $ 1,034     $   795     $ 1,862    $ 1,447

Net income per share -
   Basic and dilutive       $   .46     $   .35     $   .83    $   .64

Dividends per share         $ .0775     $ .0675     $  .155    $  .135
Average shareholders'
   equity                   $19,181     $17,123     $19,023    $17,203

Return for the period
  on average
  shareholders' equity         5.39%       4.64%       9.79%      8.41%

Average number of common shares:
   Basic                      2,236       2,260        2,238     2,268
   Dilutive                   2,253       2,269        2,253     2,275
</TABLE>
[FN]
<F1>
 See accompanying notes to condensed consolidated financial statements.

<PAGE 4>
<TABLE>
                   WAL-MART STORES, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                          (Amounts in millions)
                                    
<CAPTION>
                                    
                                             Six Months Ended July 31,
                                                  1998          1997
<S>                                            <C>            <C>
Cash flows from operating activities:
   Net income                                  $   1,862      $  1,447

Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                   885           770
     Increase in inventories                   (   1,133)    (     514)
Increase in accounts payable                         731           248
     (Decrease)/ increase in accrued
        liabilities                            (      81)          603
     Noncash items and other                   (      59)    (      44)
Net cash provided by operating activities          2,205         2,510

Cash flows from investing activities:
   Payments for property, plant & equipment    (   1,626)    (   1,178)
   Investment in International                 (     179)            -
   Other investing activities                         50     (      41)
Net cash used in investing activities          (   1,755)    (   1,219)

Cash flows from financing activities:
   Increase in commercial paper                      175             -
   Proceeds from issuance of long-term debt          508             -
   Dividends paid                              (     347)    (     307)
   Payment of long-term debt                   (     786)    (      19)
   Purchase of Company Stock                   (     472)    (   1,037)
   Other financing activities                  (      91)          119
Net cash used in financing activities          (   1,013)   (    1,244)
Net (decrease)/increase in cash and
   cash equivalents                            (     563)           47
Cash and cash equivalents at beginning
   of year                                         1,447           883
Cash and cash equivalents at end of
   period                                      $     884      $    930

Supplemental Disclosure of Cash Flow Information:

Income tax paid                                $   1,534      $    990
Interest paid                                        388           395
Capital lease obligations incurred                    95            59

</TABLE>
[FN]
<F1>
See accompanying notes to condensed consolidated financial statements.

<PAGE 5>
                 WAL-MART STORES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    
                                    
     NOTE 1. Basis of Presentation

      The  condensed consolidated balance sheet as of July 31, 1998,  and
the related condensed consolidated statements of income for the three and
six  month  periods ended July 31, 1998 and 1997, and the  statements  of
cash  flow  for the six month periods ended July 31, 1998  and  1997  are
unaudited. In the opinion of management, all adjustments necessary for  a
fair  presentation  of the financial statements have been  included.  The
adjustments consisted only of normal recurring items. Interim results are
not   necessarily  indicative  of  results  for  a  full  year.   Certain
reclassifications have been made to the prior year's income statements to
conform to current presentation.

      The financial statements and notes are presented in accordance with
the  rules and regulations of the Securities and Exchange Commission  and
do  not  contain  certain information included in  the  Company's  annual
report.  Therefore, the interim statements should be read in  conjunction
with  the  Company's annual report for the fiscal year ended January  31,
1998.

     NOTE 2. Inventories

     The Company uses the retail last-in, first-out (LIFO) method for the
Wal-Mart Stores segment, cost LIFO for the Sam's Club segment, and  other
cost methods for the International segment. Inventories are not in excess
of  market  value.  Quarterly  inventory determinations  under  LIFO  are
partially based on assumptions as to inventory levels at the end  of  the
fiscal  year, sales and the rate of inflation for the year. If the first-
in,  first-out (FIFO) method of accounting had been used by the  Company,
inventories  at July 31, 1998, would have been $403 million  higher  than
reported, an increase in the LIFO reserve of $55 million from January 31,
1998,  and  an increase of $40 million from April 30, 1998. If  the  FIFO
method  had been used at July 31, 1997, inventories would have been  $314
million  higher  than reported, an increase in the LIFO  reserve  of  $18
million from January 31, 1997, and an increase of $10 million from  April
30, 1997.

     NOTE 3. Net Income Per Share

     The Company presents basic and dilutive earnings per share according
to  guidance  established in 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 exclude  any
dilutive  effect of stock options. Basic and dilutive 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  common  shares  reduced by  the  dilutive  effect  of  stock
options.

<PAGE 6>
     NOTE 4. Segments

      The  Company  is  principally engaged  in  the  operation  of  mass
merchandising stores that serve customers primarily through the operation
of   three  segments.  The  Company  identifies  its  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 International segment includes all operations in  Argentina,
Brazil,  Canada,  China,  Germany, Korea, Mexico  and  Puerto  Rico.  The
revenues in the "Corporate and Other" category result from sales to third
parties by McLane Company, Inc., a wholesale distributor.

Revenues by operating segment were as follows (in millions):
<TABLE>
<CAPTION>
                            Three Months Ended         Six Months Ended
                                 July 31,                  July 31,

                              1998        1997        1998       1997
<S>                         <C>         <C>         <C>        <C>
Wal-Mart Stores             $23,233     $20,407     $43,970    $38,594
Sam's Club                    5,687       5,120      10,727      9,762
International                 2,948       1,460       5,553      2,774
Corporate and Other           1,653       1,399       3,090      2,665

Total Revenues              $33,521     $28,386     $63,340    $53,795
</TABLE>
                                    
                                    
                                    
Operating profit and reconciliation to income before income taxes,
minority interest and equity in unconsolidated subsidiaries are as
follows (in millions):
<TABLE>
<CAPTION>
                            Three Months Ended         Six Months Ended
                                 July 31,                  July 31,

                              1998        1997        1998       1997
<S>                         <C>         <C>         <C>        <C>
Wal-Mart Stores             $ 1,787     $ 1,412     $ 3,187    $ 2,516
Sam's Club                      173         145         299        260
International                   124          27         206         33
Corporate and Other            (203)       (125)       (253)      (115)

Operating profit              1,881       1,459       3,439      2,694

Interest expense                185         192         379        381

Income before income taxes,
  minority interest and
  equity in unconsolidated
  subsidiaries              $ 1,696     $ 1,267     $ 3,060    $ 2,313
</TABLE>
                                    

<PAGE 7>
     NOTE 5. Comprehensive Income

      As  of February 1, 1998, the Company adopted Statement of Financial
Accounting  Standards  No.  130, "Reporting Comprehensive  Income".  This
statement   establishes   standards  for   reporting   and   display   of
comprehensive  income  and its components. Comprehensive  income  is  net
income,   plus  certain  other  items  that  are  recorded  directly   to
shareholders' equity, bypassing net income.  The only such item currently
applicable to the Company is foreign currency translation adjustments.

      Comprehensive  income was $990 million and  $808  million  for  the
quarters  ended July 31, 1998 and 1997, respectively and was  $1,830  and
$1,427 for the six months ended July 31, 1998 and 1997, respectively.

      The  adoption  of  this Statement had no effect  on  the  Company's
results of operations or financial position.

     NOTE 6. Acquisition

      In  July  1998, the Company extended its presence in Asia  with  an
investment in Korea.   The Company acquired a majority interest  in  four
units as well as six undeveloped sites from H. S. Chang for approximately
$179  million.  Any resulting goodwill will be amortized over  40  years.
The  four units were previously operated by Korea Makro.  The transaction
will be accounted for using the purchase method and the financial results
will  be  consolidated in the Company's consolidated financial statements
during the third quarter of fiscal 1999.  The transaction should not have
a material impact on the fiscal 1999 consolidated operating results.  Pro
forma  results  of operations are not presented due to the  insignificant
differences from the historical results.

     NOTE 7. Pre-opening costs

     During the second quarter, the Company adopted Statement of Position
(SOP)  98-5,  "Reporting on the Costs of Start-Up Activities".   The  SOP
requires  that  the costs of start-up activities, including  organization
costs,  be expensed as incurred.  The impact of the adoption of SOP  98-5
on  the  Company's  results of operations was $13 million.   Due  to  the
immateriality  to  the  Company's  results  of  operations,  the  initial
application  was not reported as a cumulative effect of a  change  in  an
accounting principle.


Item 2. Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
                                    
Results of Operations

      The  Company had 18% sales increases for the quarter  and  the  six
months  ending  July 31, 1998, that were attributable to an  increase  in
comparable  sales in the Wal-Mart Stores segment of  9% for  the  quarter
and  the  six month period, an increase in comparable sales in the  Sam's

<PAGE 8>
Club  segment of 10% for the quarter and 9% for the six month period  and
to the Company's expansion activities.

       The  increase  in  the  International  segment's  sales  was   due
principally to the merger of our Mexican joint venture and public  tender
offer  that increased the Company's ownership in Cifra, S. A.  de  C.  V.
(Cifra) and the acquisition of the Wertkauf hypermarket chain in Germany.
Since  both of these acquisitions occurred during the last half of fiscal
1998, sales during the second quarter and first six months of fiscal 1998
do not include sales from the Wertkauf units or from the additional Cifra
units now included in the Company's consolidated sales and, thus are  not
comparable to the sales for the second quarter and first half  of  fiscal
1999. Sam's Clubs sales as a percentage of total sales fell from 18% last
year  to 17% for the quarter and six month period largely as a result  of
more  rapid  growth  of  sales  in other segments.   International  sales
accounted for 9% of total sales in both the second quarter and first  six
months  of  fiscal 1999 compared with 5% during the same periods  a  year
ago.

      Domestic expansion activity in the first six months of fiscal  1999
included  nine new Wal-Mart stores, the conversion of 33 Wal-Mart  stores
to  Supercenters,  six new Supercenters, three new Sam's  Clubs  and  the
relocation  or  expansion of three additional Sam's Clubs.  International
expansion included the addition of four units in Argentina, two units  in
Brazil, one unit in Canada and three units in Mexico.

      At  July  31,  1998,  the Company had 1,897  Wal-Mart  stores,  480
Supercenters  and  446 Sam's Clubs in the United States,  along  with  13
units  in Argentina, nine units in Brazil, 145 Wal-Mart stores in Canada,
three  units in China (operated under joint venture agreements), 21 units
in   Germany,   four  units  in  Korea  (operated  under  joint   venture
agreements),  404  units in Mexico, and 14 units  in  Puerto  Rico.  This
compares  with  1,935 Wal-Mart stores, 383 Supercenters,  and  441  Sam's
Clubs  in the United States, along with six units in Argentina, six units
in  Brazil, 137 Wal-Mart stores in Canada, two units in China, 156  units
in Mexico, and 11 units in Puerto Rico at the same time last year.

      The  Company's gross profit as a percentage of sales increased from
20.81%  in the second quarter of fiscal 1998 to 21.18% during the  second
quarter  of  fiscal 1999. For the six month period ended  July  31,  1998
gross profit as a percentage of sales was 21.14%, up from 20.80% in  last
year's  comparable period. Gross profit as a percentage of sales improved
in  the  Wal-Mart and International operating segments due to better  mix
offset in part by competitive pricing and growth in the lower margin food
business. Sam's Clubs gross profit as a percentage of sales decreased due
to  price rollbacks on over 15% of its merchandise assortment to  enhance
member   value.   For  the  six  month  period  ended  July   31,   1998,
approximately one third of the improvement in consolidated  gross  profit
as a percent of sales was due primarily to changes in the total sales mix
of  the operating segments.  As the Sam's Club segment comprises a  lower
percentage  of consolidated Company sales, the gross profit stated  as  a
percentage  of  sales  is positively impacted since its  contribution  to
gross  margin  is a lower percentage when compared with the Wal-Mart  and
International operating segments.

<PAGE 9>
     Operating, selling, general and administrative expenses decreased as
a  percentage  of sales from 16.79% during the second quarter  of  fiscal
1998  to 16.64% for the second quarter of fiscal 1999. For the six  month
period ended July 31, 1998 operating, selling, general and administrative
expenses were 16.81%, down from 16.92% in last year's comparable  period.
During  the  second quarter of fiscal 1998, the Company took  a  one-time
charge of $50 million for closing the majority of the Bud's Discount City
stores.  Without the one-time charge, expenses would have been 16.62%  of
sales  for  the second quarter and 16.82% for the six month period  ended
July  31, 1997. All operating segments made improvements in their expense
percentage for the six month period when compared to the previous period.
The expense leverage was mitigated in the consolidated results due to the
percentage  of  our total volume decreasing in the Sam's  Clubs  segment,
which  has  lower expenses as a percentage of sales, while the percentage
of  total volume increased in the International segment, which has higher
expenses  as  a percentage of sales than Sam's Clubs.  Also, the  Company
was impacted by the tighter labor markets and the increase in the minimum
wage that occurred subsequent to last year's second quarter.

      The  International  segment's operating profit increased  from  $27
million in the second quarter of last year to $124 million this year  and
increased from $33 million for the six months ended July 31, 1997 to $206
million  in the first half of fiscal 1999. As noted above, the first  six
months of fiscal 1999 include the operating profit of Cifra and Wertkauf.
Because  the  acquisitions occurred during the last half of fiscal  1998,
the   additional  operating  profit  resulting  from  these  acquisitions
accounts  for  a large part of the increase in the International  segment
operating profit.


Liquidity and Capital Resources

      Cash flows provided by operating activities were $2,205 million for
the  six months ended July 31, 1998 compared with $2,510 million for  the
same  period  last  year.  Operating cash flow is  down  in  fiscal  1999
primarily  due  to  the addition of $1,133 million in inventory  compared
with  an  increase of $514 in the same period in fiscal 1998  and  to  an
increase  in  accrued liabilities in the first half of last  fiscal  year
compared  with a small decrease for the six month period ended  July  31,
1998.  During the first half of fiscal 1999, the Company repurchased $472
million  of its common stock, paid dividends of $347 million and invested
$1,626 million in capital expenditures.

      At  July 31, 1998, the Company had total assets of $46,874  million
compared  with  $45,384 million at January 31, 1998. Working  capital  at
July  31, 1998 was $5,141 million, up $249 million from January 31, 1998.
The ratio of current assets to current liabilities was 1.3 to 1.0 at July
31,  1998,  1.5  to 1.0 at July 31, 1997, and 1.3 to 1.0 at  January  31,
1998.

      In  March 1998, the Company announced its intention to increase the
size  of  its  existing  share repurchase program by  approximately  $1.6
billion.   With  this amount and the remaining portion from  last  year's
program, the Company may repurchase up to $2 billion of its common stock.

<PAGE 10>
The  Company also increased dividends by 15% in fiscal 1999 to  $.31  per
share.

      On  May 7, 1998, the Company filed with the Securities and Exchange
Commission a  registration statement for debt securities aggregating $750
million.   In June 1998, the Company sold $500 million of bonds  pursuant
to   its   previously  filed  shelf  registration  statements   and   the
registration statement described above. The bonds bear interest at  5.85%
until  June  1,  2000. At that date and every second  June  1  thereafter
(Reset  Date), the interest rate may be reset. The bonds have put options
imbedded  that, if exercised, would require the Company to  purchase  the
outstanding  bonds at 100% of the principal amount.  The put options  may
be  exercised on each Reset Date.  The proceeds of the sale were used  to
meet general working capital requirements.

       The   Company  anticipates  that  it  will  continue  to  generate
significant  operating cash flow. The Company foresees no  difficulty  in
obtaining  long-term financing in view of its credit rating and favorable
experiences in the debt market in the past few years.

      The  Company  may  issue  public debt securities  aggregating  $501
million  under shelf registration statements on file with the  Securities
and  Exchange  Commission. Operating cash flow along with  the  Company's
ability  to  obtain  short-term  or long-term  financing  should  provide
sufficient  cash  to  use for capital expenditures, pay  dividends,  meet
maturing debt demands, and continue the share repurchase plan.

Accounting Pronouncements

      In March 1998, the Accounting Standards Executive Committee (AcSEC)
issued  Statement of Position (SOP) 98-1, "Accounting For  the  Costs  of
Computer  Software Developed For or Obtained For Internal-Use".  The  SOP
will  be  effective for the Company beginning February 1, 1999.  The  SOP
will  require the capitalization of certain costs incurred in  connection
with  developing or obtaining software for internal-use. Currently, costs
related to developing internal-use software are expensed as incurred. The
Company  does  not  anticipate there will be a  material  impact  on  the
results of operations or financial position after SOP 98-1 is adopted.

     In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement  No.  133, "Accounting for Derivative Instruments  and  Hedging
Activities".   The Statement will be effective for the Company  beginning
February  1,  2000.   The new Statement requires all  derivatives  to  be
recorded  on  the balance sheet at fair value and establishes  accounting
treatment for three types of hedges: hedges of changes in the fair  value
of  assets, liabilities, or firm commitments; hedges of the variable cash
flows   of  forecasted  transactions;  and  hedges  of  foreign  currency
exposures  of  net  investments in foreign operations.   The  Company  is
analyzing  the  implementation  requirements  and  currently   does   not
anticipate  there will be a material impact on the results of  operations
or financial position after the adoption of Statement No. 133.

<PAGE 11>
Year 2000

      The  Company  has  been evaluating and adjusting  all  known  date-
sensitive systems and equipment for Year 2000 compliance.  The assessment
phase  of  the  Year 2000 project is substantially complete and  included
both  information technology, such as point-of-sale computer systems,  as
well  as non-information technology equipment, such as warehouse conveyor
systems.   Over  95%  of the required coding conversions  on  information
technology have occurred to date.  The Company anticipates completing all
known  remaining  coding  conversions during  the  current  fiscal  year.
Virtually  all  of  the compliance was performed or  is  expected  to  be
performed by Company associates.

      The  next phase of the Company's Year 2000 project, complete system
testing,  is  scheduled to begin during the third quarter of the  current
fiscal  year.  Testing will continue for all existing systems and ongoing
new releases and enhancements to ensure readiness.

      The total estimated cost of the conversion is $12 million, which is
being  expensed  as incurred. Approximately $9 million  of  the  cost  is
related  to reprogramming or replacement of software, while approximately
$3  million  is  related  to  acquisition of hardware.  Approximately  $6
million of the $12 million cost of conversion has been incurred as of the
end  of  the second quarter.  All of these costs are being funded through
operating  cash  flows.   These  costs are  an  immaterial  part  of  the
Company's  information  technology  budget.   The  Company's  Information
Systems Division has not deferred any information technology projects  to
address the Year 2000 issue.

      In  addition  to internal Year 2000 implementation activities,  the
Company is communicating with others with which our systems interface  or
on  which they rely to determine the extent to which those companies  are
addressing their Year 2000 compliance.  Testing is beginning in the third
quarter  of  the  current fiscal year and will continue through  December
1999.  There can be no assurance that there will not be an adverse effect
on the Company if third parties, such as utility companies or merchandise
suppliers, do not convert their systems in a timely manner and in  a  way
that  is  compatible  with  the Company's systems.   However,  management
believes  that ongoing communication with and assessment of  these  third
parties will minimize these risks.

      Although  the Company anticipates minimal business disruption  will
occur as a result of Year 2000 issues, possible consequences include, but
are  not  limited  to, loss of communications links  with  certain  store
locations,  loss  of  electric power, inability to process  transactions,
send  purchase  orders, or engage in similar normal business  activities.
In addition, since there is no uniform definition of Year 2000 compliance
and  not  all  customer situations can be anticipated,  the  Company  may
experience  an increase in sales returns of merchandise that may  contain
hardware  or  software  components.  If returns of merchandise  increase,
such  returns are not expected to be material to the Company's  financial
condition.

      To  date,  the Company has not established a contingency  plan  for
possible  Year  2000  issues.  Where needed, the Company  will  establish

<PAGE 12>
contingency  plans  based  on  our actual  testing  experience  with  our
supplier base and assessment of outside risks.  We anticipate contingency
plans to be in place by July 31, 1999.

      The  cost of the conversions and the completion dates are based  on
management's best estimates and may be updated as additional  information
becomes available.  Readers are referred to Item 5 of this report,  which
addresses forward-looking statements made by the Company.

<PAGE 13>
PART II. OTHER INFORMATION
                                    
Item 4. Submission of Matters to a Vote of Security Holders

      The  Company's Annual Shareholders' Meeting was held June 5,  1998,
in Fayetteville, Arkansas.

Election of Directors:

      At  that  meeting, the shareholders elected for one-year terms  all
persons  nominated  for  directors as set forth in  the  Company's  proxy
statement dated April 10, 1998.
<TABLE>
<CAPTION>
                                        Against or               Broker
                             For         Withheld  Abstentions  Non-Votes
<S>                        <C>            <C>             <C>       <C>
Jeronimo Arango            2,049,481,540  14,283,631      0         0
John A. Cooper, Jr.        2,050,101,244  13,663,927      0         0
Stephen Friedman           2,036,719,385  27,045,786      0         0
Stanley C. Gault           2,049,529,620  14,235,551      0         0
David D. Glass             2,048,856,076  14,909,095      0         0
Roland A. Hernandez        2,041,695,114  22,070,057      0         0
Dr. Frederick S. Humphries 2,048,179,637  15,585,534      0         0
E. Stanley Kroenke         2,048,790,589  14,974,582      0         0
Elizabeth A. Sanders       2,049,988,600  13,776,571      0         0
Jack C. Shewmaker          2,048,699,008  15,066,163      0         0
Donald G. Soderquist       2,048,906,691  14,858,480      0         0
Dr. Paula Stern            2,049,547,293  14,217,878      0         0
Jose H. Villarreal         2,021,919,983  41,845,188      0         0
John T. Walton             2,048,886,794  14,878,377      0         0
S. Robson Walton           2,049,030,240  14,734,931      0         0
</TABLE>

Proposal to Adopt Wal-Mart Stores, Inc. Stock Incentive Plan of 1998:

      The  shareholders approved the adoption of the Stock Incentive Plan
of  1998.   Under  the Plan, incentive and non-qualified  stock  options,
stock  appreciation rights, stock value equivalent awards and  shares  of
restricted  stock  may  be  granted to  any  associate  or  non-associate
director   of  Wal-Mart and its affiliates.  The Plan is administered  by
the  Compensation  and  Nominating Committee  and  by  the  Stock  Option
Committee.
<TABLE>
<CAPTION>
                            Against or                 Broker
              For            Withheld    Abstentions  Non-Votes
          <S>              <C>            <C>            <C>
          1,554,488,237    505,241,335    4,035,599      0
</TABLE>

Proposal  to  Adopt  Wal-Mart Stores, Inc. Management Incentive  Plan  of
1998:

      The  shareholders approved the adoption of the Management Incentive
Plan  of 1998.  The purpose of the Plan is to motivate and reward Company
management,  including  executive officers,  for  profit  improvement  by
setting goals related to profitability.  Under the Plan, objective annual
performance  goals for the Company and its divisions will be  established

<PAGE 14>
at  the  beginning of each fiscal year by the Compensation and Nominating
Committee.  The  Plan is administered by the Compensation and  Nominating
Committee.
<TABLE>
<CAPTION>
                         Against or                       Broker
              For         Withheld       Abstentions     Non-Votes
         <S>             <C>              <C>               <C>
         2,044,305,155   54,848,259       4,611,757         0
</TABLE>

Shareholder Proposal:

    The Shareholders rejected a shareholder proposal requesting that  the
Company  endorse the Coalition for Environmentally Responsible  Economies
(CERES) Principles as a part of its commitment to be publicly accountable
for its environmental impact.
<TABLE>
<CAPTION>
                         Against or                       Broker
              For         Withheld       Abstentions     Non-Votes
           <S>           <C>              <C>              <C>
           66,227,047    1,800,877,467    51,740,894       19,763
</TABLE>
                                    
Item 5. Other Information

      The  Private Securities Litigation Reform Act of 1995  ("the  Act")
provides  a  safe harbor for forward-looking statements  made  by  or  on
behalf  of  the  Company.  Certain statements contained  in  Management's
Discussion  and Analysis and in other Company filings are forward-looking
statements.  These  statements  discuss,  among  other  things,  expected
growth,  future  revenues, future cash flows and future performance.  The
forward  looking  statements  are  subject  to  risks  and  uncertainties
including  but  not limited to the cost of goods, competitive  pressures,
inflation,  consumer  debt levels, currency exchange fluctuations,  trade
restrictions,  changes  in  tariff  and  freight  rates,  interest   rate
fluctuations  and  other  capital  market  conditions,  and  other  risks
indicated  in  the  Company's filings with the  Securities  and  Exchange
Commission. Actual results may materially differ from anticipated results
described in these statements.

Item 6. Exhibits and Reports on Form 8-K

     (a)  The following documents are filed as exhibits to this Form
          10-Q:

          Exhibit 10(a) - Form of individual special stock option grant,
          post-termination agreement and covenant not to compete between
          David D. Glass and Wal-Mart Stores, Inc. is filed herewith as
          an Exhibit to this Form 10-Q.
          
          Exhibit 10(b) - Form of individual special stock option grant,
          post-termination agreement and covenant not to compete between
          Donald G. Soderquist and Wal-Mart Stores, Inc. is filed
          herewith as an Exhibit to this Form 10-Q.

<PAGE 15>          
          Exhibit 10(c) - Form of individual special stock option grant,
          post-termination agreement and covenant not to compete between
          Bob L. Martin and Wal-Mart Stores, Inc. is filed herewith as an
          Exhibit to this Form 10-Q.
          
          Exhibit 10(d) - Form of individual special stock option grant,
          post-termination agreement and covenant not to compete between
          H. Lee Scott, Jr. and Wal-Mart Stores, Inc. is filed herewith
          as an Exhibit to this Form 10-Q.
          
          Exhibit 10(e) - Form of individual special stock option grant,
          post-termination agreement and covenant not to compete between
          Thomas M. Coughlin and Wal-Mart Stores, Inc. is filed herewith
          as an Exhibit to this Form 10-Q.
          
          Exhibit 27 - Financial Data Schedule

     (b)  A Form 8-K was filed on June 2, 1998, to file the form of
          the Puttable Reset Securities PURSsm due June 1, 2018, and the
          opinion of counsel to the Company relating to the Company's
          public offering of $500 million aggregate principal amount.

          A Form 8-K was filed on June 2, 1998, to file the form of
          Calculation Agency Agreement and the Statement of Eligibility
          of Trustee related to the Company's public offering of $500
          million aggregate principal amount of its Puttable Reset
          Securities PURSsm due June 1, 2018.

<PAGE 16>
                               SIGNATURES
                                    
                                    
Pursuant to the requirements 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.



                                        WAL-MART STORES, INC.




Date: September 11, 1998                /s/David D. Glass________________
                                           David D. Glass
                                           President and
                                           Chief Executive Officer



Date: September 11, 1998                /s/John B. Menzer________________
                                           John B. Menzer
                                           Executive Vice President
                                           and Chief Financial Officer





