Edgar Filing: WAL MART STORES INC

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 25, 2001)
Filed Pursuant to Rule 424 (B)(2)
SEC File No. 333-64740

$500,000,000

Wal-Mart Stores, Inc.

3.25% NOTES DUE 2003

----------------

Interest payable on March 29 and September 29

----------------

The notes will be our senior unsecured debt obligations, will not be
redeemable prior to maturity except in the case of a specified tax event, and
will not be convertible or exchangeable.

----------------

The underwriter proposes to offer the notes from time to time for sale in
negotiated transactions, or otherwise, at varying prices to be determined at
the time of each sale. The underwriter has agreed to purchase the notes from
us at 99.919% of their principal amount ($499,595,000 of proceeds to us),
subject to the terms and conditions in the underwriting agreement between the
underwriter and us.

----------------

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the notes to purchasers
on October 18, 2001.

----------------

MORGAN STANLEY

October 11, 2001

TABLE OF CONTENTS

Prospectus Supplement Page
--------------------- ----

Wal-Mart Stores, Inc................ S-3
Use of Proceeds of the Notes........ S-3
Capitalization...................... S-4
Selected Financial Data............. S-5
Description of the Notes............ S-6
Book-Entry Issuance................. S-8
U.S. Federal Income Tax Consequences
to Holders......................... S-10
Underwriting........................ S-13
Validity of the Notes............... S-14
General Information................. S-14

Prospectus Page
---------- ----

Where You Can Find More
Information........................ 2
Special Note Regarding Forward-
Looking Statements................. 3
Wal-Mart Stores, Inc................ 4
Ratio of Earnings to Fixed Charges.. 5
Use of Proceeds..................... 5
Description of the Debt Securities.. 5
Tax Consequences to Holders......... 12
Plan of Distribution................ 12
Legal Matters....................... 13
Experts............................. 13

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the attached prospectus. No one has
been authorized to provide you with different information. If this prospectus
supplement is inconsistent with the attached prospectus, you should rely on
this prospectus supplement.

The notes are not being offered in any jurisdiction in which the offering is
not permitted.

This prospectus supplement and the attached prospectus may only be used in
connection with the offering of the notes.

In connection with the offering, Morgan Stanley & Co. Incorporated and its
affiliates may over-allot or otherwise effect transactions which stabilize or
maintain the market price of the notes at levels above those which might
otherwise prevail in the open market. Such transactions may be effected in the
over-the-counter markets or otherwise. Such stabilizing, if commenced, may be
discontinued at any time without notice.

S-2

WAL-MART STORES, INC.

We are the world's largest retailer as measured by total net sales for
fiscal 2001. Our total net sales exceeded $191 billion in fiscal 2001, over
83% of which was generated in the United States. We operate mass merchandising
stores that serve our customers primarily through the operation of three
segments:

. Wal-Mart stores, which include our discount stores, Supercenters and
Neighborhood Markets in the United States;

. SAM'S Clubs, which include our warehouse membership clubs in the United
States; and

. the international segment of our business.

We currently operate in all 50 states of the United States, Argentina,
Brazil, Canada, Germany, Korea, Mexico, Puerto Rico, and the United Kingdom,
and in China under joint venture agreements. In addition, through our
subsidiary, McLane Company, Inc., we provide products and distribution
services to retail industry and institutional food service customers. As of
September 30, 2001, we operated in the United States:

. 1,651 Wal-Mart stores;

. 1,026 Supercenters;

. 26 Neighborhood Markets; and

. 492 SAM'S Clubs.

As of September 30, 2001, we also operated 179 Canadian Wal-Mart stores, 11
units in Argentina, 21 units in Brazil, 15 units in China, 93 units in
Germany, nine units in Korea, 526 units in Mexico, 17 units in Puerto Rico and
247 units in the United Kingdom. The units operated by our International
Division represent a variety of retail formats. As of September 30, 2001, we
employed more than 962,000 associates in the United States and 282,000
associates internationally.

Wal-Mart Stores, Inc. is the parent company of a group of subsidiary
companies, including McLane Company, Inc., Wal-Mart.com, Inc., Wal-Mart de
Mexico, S.A. de C.V., Asda Group Limited, Sam's West, Inc., Sam's East, Inc.,
Wal-Mart Stores East, Inc., Sam's Property Co., Wal-Mart Property Co., Wal-
Mart Real Estate Business Trust, Sam's Real Estate Business Trust, Wares
Delaware Corporation and our finance subsidiaries, Wal-Mart Cayman (Canadian)
Finance Co., Wal-Mart Cayman (Euro) Finance Co. and Wal-Mart Cayman (Sterling)
Finance Co. The information presented above relates to our operations and our
subsidiaries on a consolidated basis.

Wal-Mart Stores, Inc. was incorporated in the State of Delaware on October
31, 1969.

USE OF PROCEEDS OF THE NOTES

We estimate that the net proceeds from the sale of the notes will be
approximately $499,520,000 after underwriting discounts and payment of
transaction expenses.

We will use these net proceeds to reduce our short-term commercial paper
debt.

S-3

CAPITALIZATION

The following table presents the consolidated capitalization of Wal-Mart and
its subsidiaries at July 31, 2001, and as adjusted to give effect to the
offering of the notes and the application of all of the estimated net proceeds
from the sale of the notes to reduce our short-term commercial paper debt.

July 31, 2001
--------------------
Actual As Adjusted
------- -----------
(in millions)

Short-term debt
Commercial paper......................................... $ 1,088 $ 588
Long-term debt due within one year....................... 3,973 3,973
Obligations under capital leases due within one year..... 142 142
------- -------
Total short-term debt and capital lease obligations.... 5,203 4,703
------- -------
Long-term debt
3.25% notes due 2003..................................... -- 500
Other long-term debt..................................... 15,706 15,706
Long-term capital lease obligations...................... 3,030 3,030
------- -------
Total long-term debt and capital lease obligations..... 18,736 19,236
------- -------
Shareholders' equity
Common stock ($0.10 par value; 11,000,000,000 shares
authorized;
4,466,960,022 shares issued and outstanding)............ 447 447
Capital in excess of par value........................... 1,345 1,345
Retained earnings........................................ 32,303 32,303
Other accumulated comprehensive income................... (1,017) (1,017)
------- -------
Total shareholders' equity............................. 33,078 33,078
------- -------
Total debt and capital lease obligations and
shareholders' equity................................ $57,017 $57,017
======= =======

We are permitted to issue an additional $2,500,000,000 of debt securities
under a registration statement of which the attached prospectus and this
prospectus supplement are a part. No limit exists on our ability to register
additional debt securities for sale in the future.

S-4

SELECTED FINANCIAL DATA

The following table presents selected financial data of Wal-Mart and its
subsidiaries for the periods specified.

Six Months Ended
Fiscal Years Ended January 31, July 31,
-------------------------------------------- ----------------
1997 1998 1999 2000 2001 2000 2001
-------- -------- -------- -------- -------- ------- --------
(in millions)

Income Statement Data:
Net sales............... $104,859 $117,958 $137,634 $165,013 $191,329 $89,097 $100,851
Non-interest expense.... 100,456 112,796 131,088 156,704 181,805 84,652 96,298
Interest expense........ 845 784 797 1,022 1,374 674 704
Total expense........... 101,301 113,580 131,885 157,726 183,179 85,326 97,002
Income before income
taxes, minority
interest, equity in
unconsolidated
subsidiaries and
cumulative effect of
accounting change...... 4,877 5,719 7,323 9,083 10,116 4,709 4,832
Net Income.............. 3,056 3,526 4,430 5,377 6,295 2,922 3,001

As of January 31, As of July 31,
-------------------------------------------- ----------------
1997 1998 1999 2000 2001 2000 2001
-------- -------- -------- -------- -------- ------- --------
(in millions)

Balance Sheet Data:
Cash and cash
equivalents............ $ 883 $ 1,447 $ 1,879 $ 1,856 $ 2,054 $ 1,310 $ 1,834
Inventories............. 15,897 16,497 17,076 19,793 21,442 21,093 23,034
Total current assets.... 17,993 19,352 21,132 24,356 26,555 25,245 27,996
Net property, plant and
equipment.............. 18,333 21,469 23,674 32,839 37,617 34,889 39,857
Net property under
capital leases, net
goodwill and other
acquired intangible
assets, and other
assets and deferred
charges................ 3,278 4,563 5,190 13,154 13,958 13,273 13,723
Total assets............ 39,604 45,384 49,996 70,349 78,130 73,407 81,576
Accounts payable........ 7,628 9,126 10,257 13,105 15,092 12,634 15,422
Commercial paper........ -- -- -- 3,323 2,286 5,940 1,088
Long-term debt due
within one year........ 523 1,039 900 1,964 4,234 1,139 3,973
Obligations under
capital leases due
within one year........ 95 102 106 121 141 130 142
Total current
liabilities............ 10,957 14,460 16,762 25,803 28,949 26,736 27,423
Long-term debt.......... 7,709 7,191 6,908 13,672 12,501 13,716 15,706
Long-term obligations
under capital leases... 2,307 2,483 2,699 3,002 3,154 2,968 3,030
Total liabilities....... 22,461 26,881 28,884 44,515 46,787 45,311 48,498
Total shareholders'
equity................. 17,143 18,503 21,112 25,834 31,343 28,096 33,078
Total liabilities and
shareholders' equity... 39,604 45,384 49,996 70,349 78,130 73,407 81,576

The ratio of our earnings to fixed charges was 5.95x and 5.18x for the six
months ended July 31, 2000 and 2001, respectively. See "Ratio of Earnings to
Fixed Charges" in the attached prospectus.

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DESCRIPTION OF THE NOTES

The following description of the terms and conditions of the notes
supplements the more general terms and conditions of Wal-Mart's debt
securities contained in the attached prospectus.

The notes will be issued under the indenture and will be issued in
registered form without interest coupons in denominations of $1,000 and
integral multiples of $1,000. The notes will constitute our senior unsecured
debt obligations and will rank equally among themselves and with all of our
existing and future senior unsecured debt.

The notes will mature on September 29, 2003 at 100% of their principal
amount and will be initially issued in a total principal amount of
$500,000,000.

We may, without the consent of the holders of the notes, create and issue
additional notes ranking equally with the notes that we are offering and
otherwise similar in all respects to the notes so that those additional notes
will be consolidated and form a single series with the notes that we are
offering. No additional notes may be issued if an event of default under the
indenture has occurred.

The notes will not be subject to a sinking fund and will not be redeemable
prior to maturity, except in the case of a tax event, as explained below. The
notes will not be convertible or exchangeable. We will pay principal of and
interest on the notes in U.S. dollars.

The notes will bear interest from October 18, 2001 at the annual interest
rate specified on the cover page of this prospectus supplement. Interest will
be payable semi-annually in arrears on March 29 and September 29 of each year,
beginning on March 29, 2002, to the person in whose name the note is
registered at the close of business on the preceding March 15 or September 15,
as the case may be. Interest on the notes will be computed on the basis of a
360-day year of twelve 30-day months.

Notices to holders of the notes will be mailed to such holders and will
also be published in a leading daily newspaper in The City of New York and in
London. We expect that publication will be made in The City of New York in The
Wall Street Journal and in London in the Financial Times. Any notice shall be
deemed to have been given on the date of mailing and publication or, if
published more than once, on the date of first publication.

The notes will be issued under the indenture to which we, our finance
subsidiaries and Bank One Trust Company, NA, as indenture trustee, are the
parties. The terms and conditions of the notes, including, among other
provisions, the covenants and events of defaults, differ from the terms and
conditions of other debt securities that we previously have offered and sold
and that remain outstanding. For example, the notes do not have the
restriction on liens covenant and cross-default event of default provision
that is contained in some of our outstanding debt securities.

Bank One Trust Company, NA is the trustee under the indenture governing the
notes and will also be the registrar and paying agent.

The indenture and the notes will be governed by New York law.

Same-Day Settlement and Payment

We will make all payments of principal and interest on the notes to The
Depository Trust Company ("DTC") in immediately available funds.

The notes will trade in the same-day funds settlement system until
maturity. Purchases of notes in secondary market trading must be in
immediately available funds.

S-6

Payment of Additional Amounts

We will pay to the holder of any note who is a United States Alien, as
defined below, additional amounts as may be necessary so that every net
payment of principal and interest on that note, after deduction or withholding
for or on account of any present or future tax, assessment or other
governmental charge imposed upon that holder by the United States or any
taxing authority thereof or therein, will not be less than the amount provided
in that note to be then due and payable. We will not be required, however, to
make any payment of additional amounts for or on account of:

(a) any tax, assessment or other governmental charge that would not have
been imposed but for (1) the existence of any present or former
connection between that holder, or between a fiduciary, settlor,
beneficiary of, member or shareholder of, or possessor of a power
over, that holder, if that holder is an estate, trust, partnership or
corporation, and the United States including, without limitation, that
holder, or that fiduciary, settlor, beneficiary, member, shareholder
or possessor, being or having been a citizen or resident or treated as
a resident of the United States or being or having been engaged in
trade or business or present in the United States or (2) the
presentation of a note for payment on a date more than 30 days after
the later of the date on which that payment becomes due and payable
and the date on which payment is duly provided for;

(b) any estate, inheritance, gift, sales, transfer, excise, personal
property or similar tax, assessment or other governmental charge;

(c) any tax, assessment or other governmental charge imposed by reason of
that holder's past or present status as a passive foreign investment
company, a controlled foreign corporation, a personal holding company
or foreign personal holding company with respect to the United States,
or as a corporation which accumulates earnings to avoid United States
federal income tax;

(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payment of principal or interest on
that note;

(e) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or
interest on any note if that payment can be made without withholding
by any other paying agent;

(f) any tax, assessment or other governmental charge which would not have
been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning
the nationality, residence, identity or connections with the United
States of the holder or beneficial owner of that note, if such
compliance is required by statute or by regulation of the U.S.
Treasury Department as a precondition to relief or exemption from such
tax, assessment or other governmental charge;

(g) any tax, assessment or other governmental charge imposed on interest
received by (1) a 10% shareholder (as defined in Section 871(h)(3)(B)
of the U.S. Internal Revenue Code of 1986 and the regulations that may
be promulgated thereunder) of our company or (2) a controlled foreign
corporation with respect to our company within the meaning of the
Internal Revenue Code; or

(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);

nor will we pay any additional amounts to any holder who is a fiduciary or
partnership other than the sole beneficial owner of that note to the extent
that a beneficiary or settlor with respect to that fiduciary, or a member of
that partnership or a beneficial owner thereof would not have been entitled to
the payment of those additional amounts had that beneficiary, settlor, member
or beneficial owner been the holder of that note.

"United States Alien" means any corporation, partnership, individual or
fiduciary that is, as to the United States, a foreign corporation, a non-
resident alien individual who has not made a valid election to be treated as a
United States resident, a non-resident fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, as to the
United States, a foreign corporation, a non-resident alien individual or a
non-resident fiduciary of a foreign estate or trust.

S-7

Redemption upon a Tax Event

The notes may be redeemed at our option in whole, but not in part, on not
more than 60 days' and not less than 30 days' notice, at a redemption price
equal to 100% of their principal amount, if we determine that as a result of
any change or amendment to the laws, treaties, regulations or rulings of the
United States or any political subdivision or taxing authority thereof, or any
proposed change in such laws, treaties, regulations or rulings, or any change
in the official application, enforcement or interpretation of those laws,
treaties, regulations or rulings, including a holding by a court of competent
jurisdiction in the United States, or any other action, other than an action
predicated on law generally known on or before October 11, 2001 except for
proposals before the Congress before that date, taken by any taxing authority
or a court of competent jurisdiction in the United States, or the official
proposal of any action, whether or not such action or proposal was taken or
made with respect to us, (A) we have or will become obligated to pay
additional amounts as described under "--Payment of Additional Amounts" on any
note or (B) there is a substantial possibility that we will be required to pay
those additional amounts. Prior to the publication of any notice of
redemption, we will deliver to the trustee (1) an officers' certificate
stating that we are entitled to effect a redemption and setting forth a
statement of facts showing that the conditions precedent to the right of our
company to so redeem have occurred and (2) an opinion of counsel to that
effect based on that statement of facts.

BOOK-ENTRY ISSUANCE

The notes will be represented by one or more global securities that will be
deposited with and registered in the name of DTC or its nominee. We will not
issue certificated securities to you for the notes, except in the limited
circumstances described below. Each global security will be issued to DTC,
which will keep a computerized record of its participants whose clients have
purchased the notes. Each participant will then keep a record of its clients.
Unless it is exchanged in whole or in part for a certificated security, a
global security may not be transferred. DTC, its nominees and their successors
may, however, transfer a global security as a whole to one another, and these
transfers are required to be recorded on our records or a register to be
maintained by the trustee.

Beneficial interests in a global security will be shown on, and transfers
of beneficial interests in the global security will be made only through,
records maintained by DTC and its participants. DTC has provided us with the
following information: DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the United States Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its direct
participants deposit with DTC. DTC also records the settlements among direct
participants of securities transactions, such as transfers and pledges, in
deposited securities through computerized records for direct participants'
accounts. This eliminates the need to exchange certificated securities. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.

DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
direct participant. The rules that apply to DTC and its participants are on
file with the SEC.

DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.

When you purchase notes through the DTC system, the purchases must be made
by or through a direct participant, which will receive credit for the notes on
DTC's records. When you actually purchase the notes, you will become their
beneficial owner. Your ownership interest will be recorded only on the direct
or indirect participants' records. DTC will have no knowledge of your
individual ownership of the notes. DTC's records will show only the identity
of the direct participants and the amount of the notes held by or through
them. You

S-8

will not receive a written confirmation of your purchase or sale or any
periodic account statement directly from DTC. You should instead receive these
from your direct or indirect participant. As a result, the direct or indirect
participants are responsible for keeping accurate account of the holdings of
their customers. The trustee will wire payments on the notes to DTC's nominee.
The trustee and we will treat DTC's nominee as the owner of each global
security for all purposes. Accordingly, the trustee, any paying agent and we
will have no direct responsibility or liability to pay amounts due on a global
security to you or any other beneficial owners in that global security. Any
redemption notices will be sent by us directly to DTC, which will, in turn,
inform the direct participants (or the indirect participants), which will then
contact you as a beneficial holder.

It is DTC's current practice, upon receipt of any payment of distributions
or liquidation amounts, to proportionately credit direct participants'
accounts on the payment date based on their holdings. In addition, it is DTC's
current practice to pass through any consenting or voting rights to such
participants by using an omnibus proxy. Those participants will, in turn, make
payments to and solicit votes from you, the ultimate owner of notes, based on
their customary practices. Payments to you will be the responsibility of the
participants and not of DTC, the trustee or our company.

Notes represented by one or more global securities will be exchangeable for
certificated securities with the same terms in authorized denominations only
if:

. DTC is unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under applicable law, and a successor is not
appointed by us within 90 days; or

. we decide to discontinue the book-entry system.

If the global security is exchanged for certificated securities, the trustee
will keep the registration books for the notes at its corporate office and
follow customary practices and procedures regarding those certificated
securities.

Clearstream Banking and Euroclear

Links have been established among DTC, Clearstream Banking and Euroclear,
which are two European book-entry depositaries similar to DTC, to facilitate
the initial issuance of the notes sold outside of the United States and cross-
market transfers of the notes associated with secondary market trading.

Although DTC, Clearstream Banking and Euroclear have agreed to the
procedures provided below in order to facilitate transfers, they are under no
obligation to perform these procedures, and these procedures may be modified
or discontinued at any time.

Clearstream Banking and Euroclear will record the ownership interests of
their participants in much the same way as DTC, and DTC will record the total
ownership of each of the U.S. agents of Clearstream Banking and Euroclear, as
participants in DTC.

When notes are to be transferred from the account of a DTC participant to
the account of a Clearstream Banking participant or a Euroclear participant,
the purchaser must send instructions to Clearstream Banking or Euroclear
through a participant at least one day prior to settlement. Clearstream
Banking or Euroclear, as the case may be, will instruct its U.S. agent to
receive notes against payment. After settlement, Clearstream Banking or
Euroclear will credit its participant's account. Credit for the notes will
appear on the next day (European time).

Because settlement is taking place during New York business hours, DTC
participants will be able to employ their usual procedures for sending notes
to the relevant U.S. agent acting for the benefit of Clearstream Banking or
Euroclear participants. The sale proceeds will be available to the DTC seller
on the settlement date. As a result, to the DTC participant, a cross-market
transaction will settle no differently than a trade between two DTC
participants.

S-9

When a Clearstream Banking or Euroclear participant wishes to transfer
notes to a DTC participant, the seller will be required to send instructions
to Clearstream Banking or Euroclear through a participant at least one
business day prior to settlement. In these cases, Clearstream Banking or
Euroclear will instruct its U.S. agent to transfer these notes against payment
for them. The payment will then be reflected in the account of the Clearstream
Banking or Euroclear participant the following day, with the proceeds back-
valued to the value date, which would be the preceding day, when settlement
occurs in New York. If settlement is not completed on the intended value date,
that is, the trade fails, proceeds credited to the Clearstream Banking or
Euroclear participant's account will instead be valued as of the actual
settlement date.

U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS

The following is a discussion of material U.S. federal income tax
consequences of the ownership of notes as of the date of this prospectus
supplement for beneficial owners of notes that purchase the notes at their
"issue price" on the issue date in connection with this offering. Except where
noted, this discussion deals only with notes held as capital assets and does
not deal with special situations. For example, this discussion does not
address:

. tax consequences to holders who may be subject to special tax treatment,
such as dealers in securities or currencies, financial institutions,
tax-exempt entities, traders in securities that elect to use a mark-to-
market method of accounting for their securities holdings, corporations
that accumulate earnings to avoid federal income tax, or insurance
companies, or, in some cases, an expatriate of the United States or a
nonresident alien individual who has made a valid election to be treated
as a United States resident;

. tax consequences to persons holding notes as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle;

. tax consequences to U.S. holders of notes whose "functional currency" is
not the U.S. dollar;

. tax consequences to holders of notes that are "controlled foreign
corporations," "passive foreign investment companies" or "foreign
personal holding companies;"

. alternative minimum tax consequences, if any; or

. any state, local or foreign tax consequences.

If a partnership or an entity treated as a partnership for U.S. federal
income tax purposes holds any of the notes, the tax treatment of a partner or
an equity interest owner of such other entity will generally depend upon the
status of the person and the activities of the partnership or other entity
treated as a partnership. If you are a partner of a partnership or an equity
interest owner of another entity treated as a partnership holding any of the
notes, you should consult your tax advisors.

The discussion below is based upon the provisions of the U.S. Internal
Revenue Code of 1986, as amended, and regulations, rulings and judicial
decisions as of the date of this prospectus supplement. Those authorities may
be changed, perhaps retroactively, so as to result in U.S. federal income tax
consequences different from those discussed below.

You should consult your own tax advisors concerning the U.S. federal income
tax consequences to you and any consequences arising under the laws of any
other taxing jurisdiction.

Consequences to United States Holders

The following is a discussion of material U.S. federal tax consequences
that will apply to you if you are a United States holder of notes.

"United States holder" means a beneficial owner of a note that is:

. a citizen or resident of the United States;

S-10

. a corporation or partnership created or organized in or under the laws
of the United States or any political subdivision of the United States;

. an estate, the income of which is subject to U.S. federal income
taxation regardless of its source; or

. a trust that (1) is subject to the primary supervision of a court within
the United States and the control of one or more U.S. persons or (2) has
a valid election in effect under applicable U.S. Treasury regulations to
be treated as a U.S. person.

Payments of Interest

Interest on a note will generally be taxable to you as ordinary income at
the time it is paid or accrued in accordance with your method of accounting
for tax purposes.

Sale, Exchange and Retirement of Notes

Your tax basis in a note will, in general, be your cost for that note
reduced by any cash payments on that note other than qualified stated
interest. Upon the sale, exchange, retirement or other disposition of a note,
you will recognize gain or loss equal to the difference between the amount you
realize upon the sale, exchange, retirement or other disposition (less an
amount equal to any accrued stated interest that you did not previously
include in income, which will be taxable as ordinary income) and your adjusted
tax basis in the note. That gain or loss will be capital gain or loss. Capital
gains of individuals derived in respect of capital assets held for more than
one year are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain
payments of principal and interest paid on the notes and to the proceeds of
sale of the notes made to you unless you are an exempt recipient (such as a
corporation). A backup withholding tax of 30% for payments during 2002 and
2003 (declining to 29% in 2004 and 2005, and 28% in 2006 and thereafter) will
apply to such payments if you fail to provide a correct taxpayer
identification number or certification of foreign or other exempt status or
fail to report in full dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided
the required information is timely furnished to the IRS.

Consequences to Non-United States Holders

The following is a discussion of the material U.S. federal income and
estate tax consequences that generally will apply to you if you are a non-
United States holder of notes. A non-United States holder is a holder other
than a United States holder.

U.S. Federal Withholding Tax

The 30% U.S. federal withholding tax will not apply to any payment of
principal of or interest on the notes, provided that:

. you do not actually or constructively own 10% or more of the total
combined voting power of all classes of our voting stock within the
meaning of Section 871(h)(3) of the Internal Revenue Code and related
U.S. Treasury regulations;

. you are not a controlled foreign corporation that is related to us
through stock ownership;

. you are not a bank whose receipt of interest on the notes is described
in Section 881(c)(3)(A) of the Internal Revenue Code; and

S-11

. (1) you provide your name and address on an IRS Form W-8BEN (or
successor form), and certify, under penalty of perjury, that you are not
a U.S. person or (2) you hold your notes through certain foreign
intermediaries, and you satisfy the certification requirements of
applicable U.S. Treasury regulations. Special certification rules apply
to certain non-United States holders that are entities rather than
individuals.

If you cannot satisfy the requirements described above, payments of
interest made to you will be subject to the 30% U.S. federal withholding tax,
unless you provide us with a properly executed (1) IRS Form W-8BEN (or
successor form) claiming an exemption from or reduction in the rate of
withholding under the benefit of an applicable tax treaty or (2) IRS Form W-
8ECI (or successor form) stating that interest paid on the notes is not
subject to withholding tax because it is effectively connected with your
conduct of a trade or business in the United States.

The 30% U.S. federal withholding tax generally will not apply to any gain
that you realize on the sale, exchange, retirement or other disposition of the
note.

U.S. Federal Estate Tax

Your estate will not be subject to U.S. federal estate tax on the notes
beneficially owned by you at the time of your death, provided that (1) you do
not own, within the meaning of the Internal Revenue Code and the U.S. Treasury
regulations, 10% or more of the total combined voting power of those classes
of our voting stock referred to above and (2) interest on the notes would not
have been, if received at the time of your death, effectively connected with
the conduct by you of a trade or business in the United States.

U.S. Federal Income Tax

If you are engaged in a trade or business in the United States and interest
on the notes is effectively connected with the conduct of that trade or
business, you will be subject to U.S. federal income tax on that interest on a
net income basis (although exempt from the 30% withholding tax) in the same
manner as if you were a U.S. person as defined under the Internal Revenue
Code. In addition, if you are a foreign corporation, you may be subject to a
branch profits tax equal to 30% (or lower applicable treaty rate) of your
earnings and profits for the taxable year, subject to adjustments, that are
effectively connected with the conduct by you of a trade or business in the
United States. For this purpose, interest on notes will be included in your
earnings and profits.

Any gain realized on the disposition of a note generally will not be
subject to U.S. federal income tax unless (1) that gain is effectively
connected with the conduct of a trade or business in the United States by you,
or (2) you are an individual who is present in the United States for 183 days
or more in the taxable year of that disposition and certain other conditions
are met.

Information Reporting and Backup Withholding

In general, information reporting and backup withholding will not apply to
payments that we make or any of our paying agents (in its capacity as such)
makes to you if you have provided the required certification that you are a
non-United States holder as described above and provided that neither we nor
any of our paying agents has actual knowledge that you are a United States
holder (as described above).

In addition, you will not be subject to backup withholding and information
reporting with respect to the proceeds of the sale of a note within the United
States or conducted through certain U.S.-related financial intermediaries, if
the payor receives the statement described above and does not have actual
knowledge that you are a U.S. person, as defined under the Internal Revenue
Code, or you otherwise establish an exemption.

S-12

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting
agreement, we have agreed to sell to Morgan Stanley & Co. Incorporated, the
underwriter, the entire $500,000,000 aggregate principal amount of the notes
to which this prospectus supplement relates.

The underwriter proposes to offer the notes from time to time for sale in
negotiated transactions, or otherwise, at varying prices to be determined at
the time of each sale. In connection with the sale of the notes, the
underwriter may be deemed to have received compensation from us in the form of
underwriting discounts.

In connection with the offering, SEC rules permit the underwriter to engage
in certain transactions that stabilize the price of the notes. These
transactions may consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the notes. If the underwriter creates a
short position in the notes in connection with the offering by selling a
larger principal amount of notes than as set forth on the cover page of this
prospectus supplement, the underwriter may reduce that short position by
purchasing notes in the open market. In general, purchases of a security for
the purpose of stabilization or to reduce a short position could cause the
price of the security to be higher than it might otherwise be in the absence
of such purchases. Neither the underwriter nor we can make any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the notes. In addition,
neither the underwriter nor we make any representation that the underwriter
will engage in such transactions, or that such transactions, once begun, will
not be discontinued without notice.

The underwriter and its affiliates may from time to time in the ordinary
course of business provide, and have provided in the past, investment or
commercial banking services to us and our affiliates.

We will pay transaction expenses, estimated to be approximately $75,000,
relating to the offering of the notes.

We have agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.

The underwriter has represented and agreed that (1) it has not offered or
sold and prior to the date six months after the date of issue of the notes
will not offer or sell notes in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments as principal or agent for the purposes of their businesses or
otherwise in circumstances that have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the public
offers of Securities Regulations 1995; (2) it has complied and will comply
with all applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the notes in, from or otherwise
involving the United Kingdom; and (3) it has only issued or passed on, and
will only issue or pass on, in the United Kingdom any document received by it
in connection with the issue of the notes to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisement)(Exemptions) Order 1996 (as amended) or is a person to whom the
document may otherwise lawfully be issued or passed on.

The notes may not be offered, sold, transferred or delivered in or from The
Netherlands, as part of their initial distribution or as part of any re-
offering, and neither this prospectus supplement and the attached prospectus
nor any other documents in respect of the offering may be distributed or
circulated in The Netherlands, other than to individuals or legal entities
which include, but are not limited to, banks, brokers, dealers, institutional
investors and undertakings with a treasury department, who or which trade or
invest in securities in the conduct of a business or profession.

The underwriter has acknowledged and agreed that the notes have not been
registered under the Securities and Exchange Law of Japan and are not being
offered or sold and may not be offered or sold, directly or indirectly, in
Japan or to or for the account of any resident of Japan, except (i) pursuant
to an exemption from the registration requirements of the Securities and
Exchange Law of Japan and (ii) in compliance with any other applicable
requirements of Japanese law.

S-13

VALIDITY OF THE NOTES

The validity of the notes will be passed on for us by Hughes & Luce,
L.L.P., Dallas, Texas, and for the underwriters by Simpson Thacher & Bartlett,
New York, New York.

GENERAL INFORMATION

Except as disclosed in this prospectus supplement or the attached
prospectus, including the documents incorporated by reference, there has been
no material adverse change in our financial position since July 31, 2001.

Our independent auditors are Ernst & Young LLP, Tulsa, Oklahoma.

The notes have been accepted for clearance through DTC, Clearstream Banking
and Euroclear and have been assigned the following identification numbers:

CUSIP Number ISIN Number Common Code
------------ ----------- -----------

931 142 BP7 US931 142 BP70 013757534

S-14

PROSPECTUS

WAL-MART STORES, INC.

$6,000,000,000

DEBT SECURITIES

This prospectus forms part of a shelf registration statement that we and
several of our subsidiaries filed with the Securities and Exchange Commission.
We may use that registration statement to offer and sell, in one or more
offerings at various times, up to a total of $6,000,000,000 of our debt
securities. As described in a separate prospectus contained in that
registration statement, that registration statement also registers the offer
and sale of debt securities by three of our finance subsidiaries, Wal-Mart
Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co. and Wal-Mart
Cayman (Sterling) Finance Co. The offer and sale of debt securities by one or
more of those subsidiaries under that separate prospectus and any related
prospectus supplements will reduce the amount of debt securities that we can
offer and sell under this prospectus.

We may offer and sell debt securities in different series that have
different terms and conditions. This prospectus provides you with a general
description of certain material terms of those debt securities. When we sell a
particular series of the debt securities, we will provide a prospectus
supplement describing the specific terms and conditions of that series of debt
securities, including:

. the public offering price;

. the maturity date;

. the interest rate or rates, which may be fixed or variable;

. the times for payment of principal, interest and any premium; and

. any redemption provisions of the debt securities in the series.

The prospectus supplement may also contain important information about U.S.
federal income tax consequences and, in certain circumstances, consequences
under other countries' tax laws to which you may become subject if you acquire
the debt securities being offered by that prospectus supplement. The
prospectus supplement may also update or change information contained in this
prospectus.

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.

You should read carefully both this prospectus and any prospectus
supplement together with the additional information described under the
heading "Where You Can Find More Information" before making your investment
decision.

We maintain our principal executive offices at:

702 S.W. 8th Street
Bentonville, Arkansas 72716
Telephone: (501) 273-4000.

Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The date of this Prospectus is July 25, 2001.

TABLE OF CONTENTS

Page
----

Description of the Debt Securities.. 5
Tax Consequences to Holders......... 12
Plan of Distribution................ 12
Legal Matters....................... 13
Experts............................. 13

You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. We
have not authorized anyone to provide you with different information.

We are not offering the debt securities in any jurisdiction in which the
offer is not permitted.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Instead of repeating the information that we have
already filed with the SEC, the SEC allows us to "incorporate by reference" in
this prospectus information contained in documents we have filed with the SEC.
Those documents form an important part of this prospectus. Any documents that
we file with the SEC in the future will also be considered to be part of this
prospectus and will automatically update and supersede the information
contained in this prospectus.

We incorporate by reference in this prospectus the documents listed below
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we complete or terminate
the offering of debt securities by this prospectus.

. Wal-Mart's Annual Report on Form 10-K for its fiscal year ended January
31, 2001, as amended.

. Wal-Mart's Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 2001.

. Wal-Mart's Current Report on Form 8-K dated May 9, 2001.

As allowed by the SEC's rules, we have not included in this prospectus all
of the information that is included in the registration statement. At your
request we will provide you, free of charge, with a copy of the registration
statement, any of the exhibits to the registration statement or a copy of any
other information we have incorporated by reference into the registration
statement. If you want more information, write in care of or call:

Allison D. Garrett, Esq.
Vice President and Assistant General Counsel
Wal-Mart Stores, Inc.
Corporate Offices
702 S.W. 8th Street, Mail Stop 0290
Bentonville, Arkansas 72716
Telephone: (501) 273-4505

You may also obtain a copy of any filing we have made with the SEC directly
from the SEC. You may either:

. read and copy any materials we file with the SEC at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
its offices in New York, New York at 7 World Trade Center, Suite 1300,
New York, New York 10048, and Chicago, Illinois at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; or

. visit the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements and other information
regarding issuers that file electronically.

You can obtain more information about the SEC's public reference room by
calling the SEC at 1-800-SEC-0330.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates by reference certain statements
that may be deemed to be "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be included, for example, under "Wal-Mart Stores, Inc." and
"Use of Proceeds," and in certain portions of our reports and other
information incorporated in this prospectus by reference. These forward-
looking statements may include statements that address activities, events or
developments that we expect or anticipate will or may occur in the future,
including:

. future capital expenditures, including the amount and nature of those
expenditures;

. expansion and other development trends of industry segments in which we
and our subsidiaries are active;

. our business strategy;

. our financing strategy;

. expansion and growth of our business; and

. operations and other similar matters.

Although we believe the expectations expressed in the forward-looking
statements are based on reasonable assumptions within the bounds of our
knowledge of our business, a number of factors could cause actual results to
differ materially from those expressed in any forward-looking statements,
whether oral or written, made by us or on our behalf. Many of these factors
have previously been identified in filings or statements made by us or on our
behalf.

Our business operations are subject to factors outside our control. Any
one, or a combination, of these factors could materially affect our financial
performance. These factors include:

. the costs of goods;

. the cost of electricity and other energy requirements;

. competitive pressures;

. inflation;

. consumer debt levels;

. currency exchange fluctuations;

. trade restrictions;

. changes in tariff and freight rates;

. unemployment levels;

. interest rate fluctuations; and

. other capital market and economic conditions.

Forward-looking statements that we make or that are made by others on our
behalf are based on a knowledge of our business and the environment in which
we operate, but because of the factors listed above, actual results may differ
from those in the forward-looking statements. Consequently, all of the
forward-looking statements made are qualified by these cautionary statements.
We cannot assure you that the actual results or developments anticipated by us
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on us or on our business or operations.
Prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We assume no
obligation to update any of the forward-looking statements.

WAL-MART STORES, INC.

. Wal-Mart stores, which include our discount stores, Supercenters and
Neighborhood Markets in the United States;

. SAM'S Clubs, which include our warehouse membership clubs in the United
States; and

. the international segment of our business.

. 1,682 Wal-Mart stores;

. 977 Supercenters;

. 22 Neighborhood Markets; and

. 486 SAM'S Clubs.

As of June 30, 2001, we also operated 176 Canadian Wal-Mart stores, 11
units in Argentina, 21 units in Brazil, 12 units in China, 93 units in
Germany, six units in Korea, 515 units in Mexico, 17 units in Puerto Rico and
245 units in the United Kingdom. The units operated by our International
Division represent a variety of retail formats. As of June 30, 2001, we
employed more than 962,000 associates in the United States and 282,000
associates internationally.

Wal-Mart Stores, Inc. is the parent company of a group of subsidiary
companies, including McLane Company, Inc., Wal-Mart.com, Inc., Wal-Mart de
Mexico, S.A. de C.V., Asda Group Limited, Sam's West, Inc., Sam's East, Inc.,
Wal-Mart Stores East, Inc., Sam's Property Co., Wal-Mart Property Co., Wal-
Mart Real Estate Business Trust, Sam's Real Estate Business Trust, Wares
Delaware Corporation and the finance subsidiaries. The information presented
above relates to our operations and our subsidiaries on a consolidated basis.

Wal-Mart Stores, Inc. was incorporated in the State of Delaware on October
31, 1969.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to fixed charges,
for the periods indicated:

Three Months
Year Ended January 31, Ended April 30,
---------------------------------------------------------- ---------------------
1997 1998 1999 2000 2001 2000 2001
---- ----- ----- ----- ----- ------ ------

4.59x 5.33x 6.24x 6.76x 5.54x 5.47x 4.87x

For the purpose of computing our ratios of earnings to fixed charges, we
have defined "earnings" to mean our earnings before income taxes and fixed
charges, excluding capitalized interest and earnings attributable to minority
interests owned by others in our subsidiaries.

We have also defined "fixed charges" to mean:

. the interest that we pay; plus

. the capitalized interest that we show on our accounting records; plus

. the portion of the rental expense for real and personal property that we
believe represents the interest factor in those rentals.

We have not disclosed ratios of earnings to fixed charges and preferred
stock dividends because we do not have any shares of preferred stock
outstanding.

USE OF PROCEEDS

Except as we otherwise specifically describe in an applicable prospectus
supplement, we will use the net proceeds from the sale of the debt securities:

. to repay the short-term borrowings that we have incurred for corporate
purposes, including to finance capital expenditures such as the purchase
of land and construction of stores and other facilities;

. to repay short-term borrowings that we have incurred to acquire other
companies and assets; and

. to meet our other general working capital requirements.

Before we apply the net proceeds to one or more of these uses, we may
invest those net proceeds in short-term marketable securities.

We may also incur from time to time additional debt other than through the
offering of debt securities under this prospectus.

DESCRIPTION OF THE DEBT SECURITIES

We will issue the debt securities in one or more series under an indenture,
dated as of July 5, 2001, among us, three of our finance subsidiaries, Wal-
Mart Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co., and
Wal-Mart Cayman (Sterling) Finance Co. (collectively, the "finance
subsidiaries") and Bank One Trust Company, NA, as the indenture trustee.

The indenture is a contract among us, the finance subsidiaries and the
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if an "event of default," as that term is described below,
occurs under the indenture in relation to debt securities we have issued.
Second, the trustee performs certain administrative duties for us.

We have summarized below material provisions of the debt securities that we
will offer and sell pursuant to this prospectus and material provisions of the
indenture. However, you should understand that this is only a summary. We have
not described all of the provisions of the indenture. We have filed the
indenture with the SEC, and we suggest that you read the indenture. We are
incorporating by reference the provisions of the indenture referred to in the
following summary, whether by reference to articles, sections or defined
terms. The following summary is qualified in its entirety by those provisions
of the indenture.

We will describe the particular terms and conditions of any series of debt
securities offered in the applicable prospectus supplement. The prospectus
supplement, which we will file with the SEC, may or may not modify the general
terms found in this prospectus. For a complete description of any series of
debt securities, you should read both this prospectus and the prospectus
supplement relating to that series of debt securities.

General

As a holder of debt securities issued under the indenture, you will be one
of our unsecured creditors and will have a right to payment equal to that of
our other unsecured creditors.

The debt securities offered by this prospectus, when aggregated with the
debt securities offered by the finance subsidiaries through the separate
prospectus filed under the registration statement of which this prospectus is
a part, will be limited to a total of $6,000,000,000, or the equivalent amount
in any non-U.S. currency. The indenture, however, does not limit the amount of
debt securities that may be issued under it and provides that debt securities
may be issued under it from time to time in one or more series.

With respect to each particular series of debt securities that we offer by
this prospectus, the prospectus supplement will describe the following terms
of each series of debt securities:

. the title of the series;

. the maximum aggregate principal amount, if any, established for debt
securities of the series;

. the maximum aggregate initial public offering price, if any, established
for the debt securities of the series;

. the date or dates on which the principal will be paid;

. the conditions pursuant to which and the times at which any premium on
the debt securities of the series will be paid;

. the annual rate or rates, if any, which may be fixed or variable, at
which the debt securities of the series shall bear interest, or the
method or methods by which the rate or rates, if any, at which the debt
securities of the series shall bear interest may be determined;

. the date or dates from which interest, if any, shall accrue;

. the dates on which any accrued interest shall be payable and the record
dates for the interest payment dates;

. the percentage of the principal amount at which the debt securities of
the series will be issued, and if less than face amount, the portion of
the principal amount that will be payable upon acceleration of those
debt securities' maturity or at the time of any prepayment of those debt
securities or the method for determining that amount;

. whether we may prepay the debt securities of the series in whole or part
and, if so, the time or times at which any such prepayment may be made,
whether the prepayment may be made in whole or may be made in part from
time to time and the terms and conditions on which such prepayment may
be made, including the obligation to pay any premium or any other make-
whole amount in connection with any prepayment;

. the offices or agencies where the debt securities of the series may be
presented for registration of transfer or exchange;

. the place or places where the principal of, premium, if any, and
interest, if any, on debt securities of the series will be paid;

. whether we will have the right to redeem or repurchase the debt
securities of the series, in whole or in part, at our option, when those
redemptions or repurchases may be made, the redemption or repurchase
price or the method or methods for determining the redemption or
repurchase price, and any other terms and conditions relating to any
such redemption or repurchase by us;

. whether, when, on what terms and at whose option we will be obligated to
redeem or repurchase the debt securities of the series in whole or part
at any time pursuant to any sinking fund or analogous provisions or
without the benefit of any sinking fund or analogous provisions, and any
redemption or repurchase price or the method for determining any
redemption or repurchase price;

. whether the debt securities of the series will be convertible into any
other of our securities and, if so, when the conversion of exchange
right may be exercised, the conversion or exchange price or the ratio or
ratios or the method of determining the conversion or exchange price or
ratio and any other terms and conditions, including anti-dilution terms,
upon which any conversion or exchange may occur;

. if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which we will issue debt securities of the series;

. the currency in which we will pay principal, any premium, interest or
other amounts owing with respect to the debt securities of the series,
which may be United States dollars, a foreign currency or a composite
currency;

. any index, formula or other method that we must use to determine the
amount of any payment of principal, any premium or interest on the debt
securities of the series;

. if the debt securities of the series are subordinated in right of
payment to other securities, the terms and conditions of subordination;

. whether, and under what conditions, we will be required to pay any
additional amounts;

. whether the debt securities of the series will be issued in certificated
or book-entry form;

. any addition to, or change in, the events of default with respect to, or
covenants relating to, the debt securities in the series;

. whether the debt securities of the series will be subject to defeasance
as provided in the indenture; and

. any other specific terms and conditions of the series of debt
securities.

If we sell any series of debt securities for, that we may pay in, or that
are denominated in, one or more foreign currencies, currency units or
composite currencies, we will disclose any material applicable restrictions,
elections, tax consequences, specific terms and other information with respect
to that series of debt securities and the relevant currencies, currency units
or composite currencies in the prospectus supplement relating to that series.

We may also offer and sell a series of the debt securities as original
issue discount securities, bearing no interest or interest at a rate that at
the time of issuance is below market rates, or at a substantial discount below
their stated principal amount. We will describe the income tax consequences
and other special considerations applicable to any original issue discount
securities of that kind described in the prospectus supplement relating to
that series.

Events of Default and Waiver

An event of default with respect to debt securities of a series issued will
occur if:

. we fail to pay interest on any outstanding debt securities when it is
due and payable and that failure continues for 30 days;

. we fail to pay principal on any outstanding debt securities when it is
due and payable;

. we fail to perform or we breach any covenant or warranty in the
indenture with respect to any debt securities outstanding or we fail to
perform or breach any covenant or warranty particular to that series of
debt securities and that failure continues for 90 days after we receive
written notice of that default;

. certain events of bankruptcy, insolvency or reorganization occur with
respect to us; and

. in the event the debt securities are guaranteed, the guarantor
repudiates its obligation under the guarantee or the guarantees are
determined to be unenforceable or invalid.

If an event of default with respect to any series of outstanding debt
securities occurs and is continuing, the trustee or the holders of not less
than 25% in aggregate principal amount of that series of outstanding debt
securities may declare the principal amount of the outstanding debt securities
of that series to be immediately due and payable. The holders of a majority in
aggregate principal amount of the outstanding debt securities of a series may
waive an event of default resulting in acceleration of the debt securities of
that series, but only if all other events of default with respect to the debt
securities of that series have been remedied or waived and all payments due
with respect to the debt securities of that series, other than those due as a
result of acceleration, have been made. If an event of default occurs and is
continuing with respect to the debt securities of a series, the trustee may,
in its discretion, and at the written request of holders of not less than a
majority in aggregate principal amount of the outstanding debt securities of
that series and upon reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and subject to
certain other conditions set forth in the indenture will, proceed to protect
the rights of the holders of the debt securities of that series. Prior to any
acceleration of the maturity of the debt securities of a series, the holders
of a majority in aggregate principal amount of the debt securities of that
series may waive any past default under the indenture except a default in the
payment of principal of, or interest on, those debt securities.

The indenture provides that upon the occurrence of an event of default
described in the first two bullet points in the first paragraph under "Events
of Default and Waiver" with respect to a series of debt securities, we will,
upon the trustee's demand, pay to the trustee for the benefit of the holders
of the outstanding debt securities of that series, the whole amount then due
and payable on the debt securities of that series for principal and interest.
The indenture also provides that if we fail to pay such amount forthwith upon
such demand, the trustee may, among other things, institute a judicial
proceeding for the collection of those amounts.

The indenture provides that, notwithstanding any other provision of the
indenture, the holder of any debt securities of a series will have the right
to institute suit for the enforcement of any payment of principal of, and
interest on, the debt securities of that series when due and that that right
will not be impaired without the consent of that holder.

The trustee is required, within 90 days after the occurrence of a default
with respect to the debt securities of a series, to give to the holders of the
debt securities of that series notice of all uncured defaults known to it.
However, except in the case of default in the payment of principal or interest
on any of the debt securities of that series, the trustee will be protected in
withholding that notice if the trustee in good faith determines that the
withholding of that notice is in the interest of the holders of the debt
securities of that series. The term "default," for the purpose of this
provision only, means the occurrence of any of the events of default specified
above excluding any grace periods.

We are required to file annually with the applicable trustee a written
statement as to the existence or non-existence of defaults under the indenture
or any series of debt securities.

Legal Defeasance and Covenant Defeasance

We may, at our option and at any time, elect to have all of the obligations
discharged with respect to the outstanding debt securities and any guarantee
of those debt securities, except for:

. the rights of holders of debt securities to receive payments of
principal and interest from the trust referred to below when those
payments are due;

. our obligations respecting the debt securities concerning issuing
temporary notes, registration of transfers of debt securities,
mutilated, destroyed, lost or stolen debt securities, the maintenance of
an office or agency for payment and money for debt security payments
being held in trust;

. the rights, powers, trusts, duties and immunities of the trustee and our
obligations in connection therewith; and

. the provisions of the indenture relating to such a discharge of
obligations.

We refer to a discharge of this type as "defeasance."

In addition, other than our covenant to pay the amounts due and owing with
respect to a series of debt securities, we may elect to have our obligations
as the issuer of a series of debt securities released with respect to
covenants relating to that series of debt securities. Thereafter, any failure
to comply with those obligations will not constitute a default or event of
default with respect to the debt securities of that series. If such a release
of our covenants occurs, our failure to perform or our breach of the covenants
or warranties defeased will no longer constitute an event of default with
respect to those debt securities.

To exercise the right to either of the rights we describe above, certain
conditions must be met, including:

. we must irrevocably deposit with the trustee, in trust for the debt
security holders' benefit, cash in U.S. dollars, certain United States
government securities, or a combination thereof, in amounts sufficient
to pay the principal of and interest on all of the then outstanding debt
securities to be affected by the defeasance at their stated maturity;

. the trustee must receive an opinion of counsel confirming that the
holders of the outstanding debt securities will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of that
defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if that defeasance had not occurred, which opinion, only in the
case of the type of defeasance described first above, will be based on a
ruling of the Internal Revenue Service or a change in federal income tax
law to that effect occurring after the date of the indenture;

. no default or event of default exists on the date of such deposit,
subject to certain exceptions; and

. the trustee must receive an opinion of counsel to the effect that, after
the 91st day following the deposit, the trust funds will not be part of
any "estate" formed by the bankruptcy or reorganization of the party
depositing those funds with the trustee or subject to the "automatic
stay" under the United States Bankruptcy Code or, in the case of
covenant defeasance, will be subject to a first priority lien in favor
of the trustee for the benefit of the holders.

Satisfaction and Discharge

If we and the finance subsidiaries so request, the indenture will cease to
be of further effect, other than as to certain rights of registration of
transfer or exchange of the notes, as provided for in the indenture, and the
trustee, at our expense, will execute proper instruments acknowledging
satisfaction and discharge of the indenture, the debt securities and any
guarantees then outstanding when:

. either all the debt securities previously authenticated and delivered
under the indenture, other than destroyed, lost or stolen securities
that have been replaced or paid and notes that have been subject to
defeasance, have been delivered to the trustee for cancellation; or

. all of the securities issued under the indenture not previously
delivered to the trustee for cancellation have become due and payable,
will become due and payable at their stated maturity within 60 days or
will become due and payable at redemption within 60 days under
arrangements satisfactory to the trustee for the giving of notice of
redemption by the trustee in our name and expense; and

. in each of the foregoing cases, each issuer of the affected debt
securities has irrevocably deposited or caused to be deposited with the
trustee cash in U.S. dollars, certain United States government
securities, or a combination thereof, in trust for the purpose and in an
amount sufficient to pay and discharge the entire indebtedness arising
under the debt securities issued pursuant to the indenture not
previously delivered to the trustee for cancellation, for principal, and
premium, if any, on and interest on these securities to the date of such
deposit (in the case of notes that have become due and payable) or to
the stated maturity of these securities or redemption date, as the case
may be;

. we and the finance subsidiaries have paid or caused to be paid all sums
payable under the indenture by us and them; and

. we and the finance subsidiaries have delivered to the trustee an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided in the indenture relating to the
satisfaction and discharge of the indenture, the securities issued under
the indenture have been complied with.

Modification of the Indenture

The indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding debt
securities of each affected series, modifications and alterations of such
indenture may be made which affect the rights of the holders of such debt
securities. However, no such modification or alteration may be made without
the consent of the holder of each debt security if the modification or
alteration would, among other things:

. change the maturity of the principal of, or of any installment of
interest on, any debt security, or reduce the principal amount of any
debt security, or change the method of calculation of interest or the
currency of payment of principal or interest on, or reduce the minimum
rate of interest thereon, or impair the right to institute suit for the
enforcement of any such payment on or with respect to any such debt
security; or

. reduce the above-stated percentage in principal amount of outstanding
debt securities required to modify or alter such indenture.

The trustee and we, without the consent of the holders of the debt
securities, may execute a supplemental indenture to, among other things:

. evidence the succession of another corporation to us and the successor's
assumption to our respective agreements and obligations with respect to
the debt securities and the indenture;

. add to our covenants further restrictions or conditions that our board
of directors and the trustee consider to be for the protection of
holders of all or any series of the debt securities and to make the
occurrence of a default in any of those additional covenants,
restrictions or conditions a default or an event of default under the
indenture subject to certain limitations;

. cure ambiguities or correct or supplement any provision contained in the
indenture or any supplemental indenture that may be defective or
inconsistent with another provision;

. provide for the issuance of debt securities whether or not then
outstanding under the indenture in coupon form and to provide for
exchangeability of the coupon form securities with other debt securities
issued under the indenture in fully registered form;

. establish new series of debt securities and the form or terms of such
series of debt securities and to provide for the issuance of securities
of any series so established; and

. evidence and provide for the acceptance of appointment of a successor
trustee and to change the indenture as necessary to have more than one
trustee under the indenture.

Amalgamation, Consolidation, Merger or Sale of Assets

The indenture provides that we may, without the consent of the holders of
any of the outstanding debt securities of any series, amalgamate, consolidate
with, merge into or transfer our assets substantially as an entirety to any
person, provided that:

. any successor to us assumes our obligations on the debt securities and
under the indenture;

. any successor to us must be an entity incorporated or organized under
the laws of the United States;

. after giving effect thereto, no event of default, as defined in the
indenture, shall have occurred and be continuing; and

. certain other conditions under the indenture are met.

Any such amalgamation, consolidation, merger or transfer of assets
substantially as an entirety that meets the conditions described above would
not constitute a default or event of default that would entitle holders of the
debt securities or the trustee, on their behalf, to take any of the actions
described above under "Events of Default and Waiver."

No Limitations on Additional Debt and Liens

The indenture and the debt securities do not contain any covenants or other
provisions that would limit our right to incur additional indebtedness, enter
into any sale and leaseback transaction or grant liens on our assets.

The Indenture Trustee

Bank One Trust Company, NA is the trustee under the indenture governing the
debt securities and will also be the registrar and paying agent. The trustee
is a national banking association with its principal offices in Chicago,
Illinois.

The trustee has two main roles under the indenture. First, the trustee can
enforce your rights against us if any of the actions described above under
"Events of Default and Waiver" occurs. Second, the trustee performs certain
administrative duties for us. The trustee is entitled, subject to the duty of
the trustee during a default to act with the required standard of care, to be
indemnified by the holders of the debt securities before proceeding to
exercise any right or power under the indenture at the request of those
holders. The indenture provides that the holders of a majority in principal
amount of the debt securities may direct, with regard to that series, the
time, method and place of conducting any proceeding for any remedy available
to the trustee, or exercising any trust or power conferred on the trustee,
with respect to the debt securities, although the trustee may decline to act
if that direction is contrary to law or if the trustee determines in good
faith that the proceeding so directed would be illegal or would result in
personal liability to it.

Bank One Trust Company, NA also serves as trustee under an indenture, dated
as of April 1, 1991, between it and us. As of May 31, 2001, we had issued a
total of $17.46 billion of our senior unsecured securities under that
indenture as supplemented through the date of this prospectus. Bank One Trust
Company, NA also serves as trustee under an indenture, dated as of December 1,
1986, covering secured bonds issued in the aggregate principal amount of
$137,082,000 by the owner trustees of approximately 24 SAM'S Clubs store
properties that are leased to one of our subsidiaries. Bank One Leasing
Corporation, an affiliate of Bank One Trust Company, NA, established a
business trust that purchased 15 Wal-Mart discount stores for $53,661,785 and
leased the stores back to us for an initial term of 20 years in a transaction
consummated on December 22, 1992. On November 10, 1994, a second business
trust of which Bank One Leasing Corporation is a beneficiary purchased an
additional 23 Wal-Mart discount stores for $128,842,500 and leased the stores
back to us for an initial term of 20 years. Bank One Trust Company, NA also
serves as trustee under an indenture, dated as of April 27, 2001 among Wal-
Mart Canada Venture Corp., one of our subsidiaries, us, as guarantor, and it.
On April 27, 2001, Wal-Mart Canada Venture Corp. issued a total of
$325,000,000 of its senior unsecured debt securities under that indenture,
which are guaranteed by us.

We expect to maintain banking relationships in the ordinary course of
business with Bank One, NA, an affiliate of Bank One Trust Company, NA.

TAX CONSEQUENCES TO HOLDERS

A prospectus supplement may describe the principal U.S. federal income tax
consequences of acquiring, owning and disposing of debt securities of some
series in the following circumstances:

. payment of the principal, interest and any premium in a currency other
than the U.S. dollar;

. the issuance of any debt securities with "original issue discount," as
defined for U.S. federal income tax purposes;

. the issuance of any debt securities with an associated "bond premium,"
as defined for U.S. federal income tax purposes; and

. the inclusion of any special terms in debt securities that may have a
material effect for U.S. federal income tax purposes.

In addition, if the tax laws of foreign countries are material to a particular
series of debt securities, a prospectus supplement may describe the principal
income tax consequences of acquiring, owning and disposing of debt securities
of some series under similar circumstances.

PLAN OF DISTRIBUTION

General

We may sell the debt securities being offered hereby:

. directly to purchasers;

. through agents;

. through dealers;

. through underwriters; or

. through a combination of any of those methods of sale.

We may effect the distribution of the debt securities from time to time in
one or more transactions either:

. at a fixed price or prices which may be changed;

. at market prices prevailing at the time of sale;

. at prices related to the prevailing market prices; or

. at negotiated prices.

We may directly solicit offers to purchase the debt securities. Offers to
purchase debt securities may also be solicited by agents designated by us from
time to time. Any of those agents, who may be deemed to be an "underwriter,"
as that term is defined in the Securities Act of 1933, involved in the offer
or sale of the debt securities in respect of which this prospectus is
delivered will be named, and any commissions payable by us to that agent will
be set forth in the prospectus supplement.

If a dealer is utilized in the sale of the debt securities in respect of
which this prospectus is delivered, we will sell those debt securities to the
dealer, as principal. The dealer, who may be deemed to be an "underwriter," as
that term is defined in the Securities Act of 1933, may then resell those debt
securities to the public at varying prices to be determined by that dealer at
the time of resale.

If we use an underwriter or underwriters in the sales, we will execute an
underwriting agreement with those underwriters at the time of sale of the debt
securities and the name of the underwriters will be set forth in the
prospectus supplement, which will be used by the underwriters to make resales
of the debt securities in respect of which this prospectus is delivered to the
public. The compensation of any underwriters will also be set forth in the
prospectus supplement.

Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to our contributing to payments those underwriters, dealers, agents
and other persons are required to make.

Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or any of our subsidiaries in the ordinary course of
business.

LEGAL MATTERS

The validity of the debt securities offered by this prospectus and any
prospectus supplement will be passed upon for us by Hughes & Luce, L.L.P., our
counsel.

EXPERTS

The consolidated financial statements of Wal-Mart Stores, Inc. and its
subsidiaries incorporated by reference in Wal-Mart Stores, Inc.'s Annual
Report on Form 10-K, as amended, for the fiscal year ended January 31, 2001,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon incorporated by reference therein and incorporated herein
by reference. Such financial statements are, and audited financial statements
to be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements, to the extent covered by consents filed with the Securities and
Exchange Commission, given on the authority of such firm as experts in
accounting and auditing.