<PAGE>
 
    As filed with the Securities and Exchange Commission on June 23, 1997.
                                                       Registration No.333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   --------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   --------

                             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 identification no.)
incorporation or organization)


                            702 S.W. Eighth Street
                          Bentonville, Arkansas 72716
          (Address of principal executive offices including zip code)

             WAL-MART STORES, INC. 401(k) RETIREMENT SAVINGS PLAN 
                           (Full title of the plan)

                                   --------

                               Robert K. Rhoads
                            702 S.W. Eighth Street
                          Bentonville, Arkansas 72716
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (501) 273-4000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================== 
                                           Proposed         Proposed
                                            maximum          maximum       Amount of
 Title of securities    Amount to be    offering price      aggregate     registration
  to be registered      registered(1)      per share     offering price       fee
--------------------------------------------------------------------------------------
<S>                    <C>              <C>              <C>              <C>
Common Stock,            10,000,000        $33.00(2)     $330,000,000(2)   $100,000
$.10 par value             shares
======================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 401(k) Retirement Savings Plan.

(2)  Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), on the basis of the average of the high and low sales
price for the Common Stock as reported on the NYSE Composite Tape on June 19,
1997.
<PAGE>
 
                                    PART I
                                    
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*Information required by Part I of Form S-8 to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                     * * *
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1997;

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          April 30, 1997; and

     (3)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the
          Securities and Exchange Commission on October 26, 1971, and including
          any amendment or report heretofore or hereafter filed for the purpose
          of updating the description of the Registrant's Common Stock contained
          therein.

     In addition, all documents subsequently filed by the Registrant or the
401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing.  Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer,

                                     II-1
<PAGE>
 
employee or agent for another entity) will be indemnified and held harmless by
the Registrant, to the full extent authorized by the Delaware General
Corporation Law.

     Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted by Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.  The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty.  The only limitations imposed under the
statute are that the provision may not eliminate or limit a director's liability
(i) for breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit.

     The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its By-Laws.
In addition, directors and officers are insured, at the Registrant's expense,
against certain liabilities which might arise out of their employment and are
not subject to indemnification under the By-Laws.

     The foregoing summaries are necessarily subject to the complete text of the
statute, Certificate of Incorporation, By-Laws and agreements referred to above
and are qualified in their entirety by reference thereto.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                     II-2
<PAGE>
 
ITEM 8.   EXHIBITS.

Exhibit Number                     Description
--------------                     -----------

    23.1*     Consent of Ernst & Young LLP.
 
    24  *     Power of Attorney (included on page II-5 of this Registration
              Statement).
_________
     *        Filed herewith.
 
    The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation S-K
is not being filed because the shares of Common Stock being registered are not
original issue shares.  In lieu of the opinion of counsel or determination
letter contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant
hereby undertakes to submit the Wal-Mart Stores, Inc. 401(k) Retirement Savings
Plan, and any amendment thereto, to the Internal Revenue Service (the "IRS") in
a timely manner, and that it will make all changes required by the IRS in order
to qualify the 401(k) Retirement Savings Plan under Section 401 of the Internal
Revenue Code.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective  amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                     II-3
<PAGE>
 
          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     II-4
<PAGE>
 
                                  SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bentonville, State of Arkansas on the 23rd day
of June, 1997.

                                    Wal-Mart Stores, Inc.



                                    By: /s/ David D. Glass
                                        ----------------------------------------
                                         David D. Glass
                                         President

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints S. Robson Walton, David D. Glass and John
B. Menzer, each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his or their substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

 
SIGNATURE                               TITLE                   DATE
---------                               -----                   ----


/s/ S. Robson Walton                    Chairman of the         June 23, 1997
------------------------------------    Board and Director              
S. Robson Walton                        

 
/s/ David D. Glass                      President, Chief        June 23, 1997
------------------------------------    Executive Officer and                
David D. Glass                          Director             
                                        (Principal Executive 
                                        Officer)              
                                        

/s/ Donald G. Soderquist                Vice Chairman, Chief    June 23, 1997
------------------------------------    Operating Officer and             
Donald G. Soderquist                    Director              
                                        


                                     II-5
<PAGE>
 
SIGNATURE                               TITLE                   DATE
---------                               -----                   ----

/s/ Paul R. Carter                      Executive Vice          June 23, 1997
------------------------------------    President,                     
Paul R. Carter                          President--Wal-Mart 
                                        Realty and Director 
                                        
 
/s/ John B. Menzer                      Executive Vice          June 23, 1997
------------------------------------    President and Chief             
John B. Menzer                          Financial Officer   
                                        (Principal Financial 
                                        Officer)             
                                        
 
/s/ James A. Walker                     Senior Vice President   June 23, 1997
------------------------------------    and Controller                   
James A. Walker                         (Principal Accounting 
                                        Officer)              
                                        
 
/s/ John A. Cooper, Jr.                 Director                June 23, 1997
------------------------------------                
John A. Cooper, Jr.
 
/s/ Stephen Friedman                    Director                June 23, 1997
------------------------------------                
Stephen Friedman
 
/s/ Stanley C. Gault                    Director                June 23, 1997
------------------------------------                
Stanley C. Gault
 
/s/ Frederick. S. Humphries             Director                June 23, 1997
------------------------------------                
Frederick S. Humphries
 
/s/ E. Stanley Kroenke                  Director                June 23, 1997
------------------------------------                
E. Stanley Kroenke
 
/s/ Elizabeth A. Sanders                Director                June 23, 1997
------------------------------------                
Elizabeth A. Sanders
 
/s/ Jack C. Shewmaker                   Director                June 23, 1997
------------------------------------                
Jack C. Shewmaker
 
/s/ Paula Stern                         Director                June 23, 1997
------------------------------------                
Paula Stern
 
/s/ John T. Walton                      Director                June 23, 1997
------------------------------------                
John T. Walton


                                     II-6
<PAGE>
 
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bentonville, State of
Arkansas on the 23rd day of June, 1997.
 
                                    Wal-Mart Stores, Inc. 401(k) Plan



                                       By: /s/ Debbie Davis-Campbell
                                           -------------------------------------
                                           Debbie Davis-Campbell
                                           Administrative Committee

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20110}]
{"company-data": {"conformed-name": "WAL MART STORES INC", "cik": "0000104169", "assigned-sic": "5331", "irs-number": "710415188", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29847", "film-number": "97628443"}, "business-address": {"street1": "702 SOUTHWEST 8TH ST", "city": "BENTONVILLE", "state": "AR", "zip": "72716", "phone": "5012734000"}, "mail-address": {"street1": "702 SOUTHWEST 8TH STREET", "city": "BENTONVILLE", "state": "AR", "zip": "72716"}}
As filed with the Securities and Exchange Commission on June 23, 1997.
                                                       Registration No.333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   --------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   --------

                             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 identification no.)
incorporation or organization)

                            702 S.W. Eighth Street
                          Bentonville, Arkansas 72716
          (Address of principal executive offices including zip code)

             WAL-MART STORES, INC. 401(k) RETIREMENT SAVINGS PLAN 
                           (Full title of the plan)

                                   --------

                               Robert K. Rhoads
                            702 S.W. Eighth Street
                          Bentonville, Arkansas 72716
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (501) 273-4000

                        CALCULATION OF REGISTRATION FEE
====================================================================================== 
                                           Proposed         Proposed
                                            maximum          maximum       Amount of
 Title of securities    Amount to be    offering price      aggregate     registration
  to be registered      registered(1)      per share     offering price       fee
--------------------------------------------------------------------------------------
Common Stock,            10,000,000        $33.00(2)     $330,000,000(2)   $100,000
$.10 par value             shares
======================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 401(k) Retirement Savings Plan.

(2)  Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), on the basis of the average of the high and low sales
price for the Common Stock as reported on the NYSE Composite Tape on June 19,
1997.
PART I
                                    
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*Information required by Part I of Form S-8 to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                     * * *
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1997;

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          April 30, 1997; and

     (3)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the
          Securities and Exchange Commission on October 26, 1971, and including
          any amendment or report heretofore or hereafter filed for the purpose
          of updating the description of the Registrant's Common Stock contained
          therein.

     In addition, all documents subsequently filed by the Registrant or the
401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing.  Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer,

                                     II-1
employee or agent for another entity) will be indemnified and held harmless by
the Registrant, to the full extent authorized by the Delaware General
Corporation Law.

     Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted by Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.  The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty.  The only limitations imposed under the
statute are that the provision may not eliminate or limit a director's liability
(i) for breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit.

     The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its By-Laws.
In addition, directors and officers are insured, at the Registrant's expense,
against certain liabilities which might arise out of their employment and are
not subject to indemnification under the By-Laws.

     The foregoing summaries are necessarily subject to the complete text of the
statute, Certificate of Incorporation, By-Laws and agreements referred to above
and are qualified in their entirety by reference thereto.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                     II-2
ITEM 8.   EXHIBITS.

Exhibit Number                     Description
--------------                     -----------

    23.1*     Consent of Ernst & Young LLP.
 
    24  *     Power of Attorney (included on page II-5 of this Registration
              Statement).
_________
     *        Filed herewith.
 
    The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation S-K
is not being filed because the shares of Common Stock being registered are not
original issue shares.  In lieu of the opinion of counsel or determination
letter contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant
hereby undertakes to submit the Wal-Mart Stores, Inc. 401(k) Retirement Savings
Plan, and any amendment thereto, to the Internal Revenue Service (the "IRS") in
a timely manner, and that it will make all changes required by the IRS in order
to qualify the 401(k) Retirement Savings Plan under Section 401 of the Internal
Revenue Code.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective  amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                     II-3
(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bentonville, State of Arkansas on the 23rd day
of June, 1997.

                                    Wal-Mart Stores, Inc.

                                    By: /s/ David D. Glass
                                        ----------------------------------------
                                         David D. Glass
                                         President

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints S. Robson Walton, David D. Glass and John
B. Menzer, each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his or their substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

 
SIGNATURE                               TITLE                   DATE
---------                               -----                   ----

/s/ S. Robson Walton                    Chairman of the         June 23, 1997
------------------------------------    Board and Director              
S. Robson Walton                        

 
/s/ David D. Glass                      President, Chief        June 23, 1997
------------------------------------    Executive Officer and                
David D. Glass                          Director             
                                        (Principal Executive 
                                        Officer)              
                                        

/s/ Donald G. Soderquist                Vice Chairman, Chief    June 23, 1997
------------------------------------    Operating Officer and             
Donald G. Soderquist                    Director              
                                        

                                     II-5
SIGNATURE                               TITLE                   DATE
---------                               -----                   ----

/s/ Paul R. Carter                      Executive Vice          June 23, 1997
------------------------------------    President,                     
Paul R. Carter                          President--Wal-Mart 
                                        Realty and Director 
                                        
 
/s/ John B. Menzer                      Executive Vice          June 23, 1997
------------------------------------    President and Chief             
John B. Menzer                          Financial Officer   
                                        (Principal Financial 
                                        Officer)             
                                        
 
/s/ James A. Walker                     Senior Vice President   June 23, 1997
------------------------------------    and Controller                   
James A. Walker                         (Principal Accounting 
                                        Officer)              
                                        
 
/s/ John A. Cooper, Jr.                 Director                June 23, 1997
------------------------------------                
John A. Cooper, Jr.
 
/s/ Stephen Friedman                    Director                June 23, 1997
------------------------------------                
Stephen Friedman
 
/s/ Stanley C. Gault                    Director                June 23, 1997
------------------------------------                
Stanley C. Gault
 
/s/ Frederick. S. Humphries             Director                June 23, 1997
------------------------------------                
Frederick S. Humphries
 
/s/ E. Stanley Kroenke                  Director                June 23, 1997
------------------------------------                
E. Stanley Kroenke
 
/s/ Elizabeth A. Sanders                Director                June 23, 1997
------------------------------------                
Elizabeth A. Sanders
 
/s/ Jack C. Shewmaker                   Director                June 23, 1997
------------------------------------                
Jack C. Shewmaker
 
/s/ Paula Stern                         Director                June 23, 1997
------------------------------------                
Paula Stern
 
/s/ John T. Walton                      Director                June 23, 1997
------------------------------------                
John T. Walton

                                     II-6
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bentonville, State of
Arkansas on the 23rd day of June, 1997.
 
                                    Wal-Mart Stores, Inc. 401(k) Plan

                                       By: /s/ Debbie Davis-Campbell
                                           -------------------------------------
                                           Debbie Davis-Campbell
                                           Administrative Committee

                                     II-7