<PAGE>

As filed with the Securities and Exchange Commission on March 31, 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
           Incorporation or Organization)     Identification No.)


                              702 S.W. 8TH STREET
                         BENTONVILLE, ARKANSAS  72716
                                (501) 273-4000


      (Address, including Zip Code,  and Telephone Number, including Area
              Code, of Registrant's Principal Executive Offices)
                            _______________________

                             WAL-MART STORES, INC.
                          DIRECTOR COMPENSATION PLAN
                             (Full Title of Plan)
                            _______________________

     ROBERT K. RHOADS                                      COPY TO:
   WAL-MART STORES, INC.                              DUDLEY W. MURREY, ESQ.
    702 S.W. 8TH STREET                               HUGHES & LUCE, L.L.P.
BENTONVILLE, ARKANSAS  72716                      1717 MAIN STREET, SUITE 2800
     (501) 273-4000                                   DALLAS, TEXAS 75201
                                                         (214) 939-5500
(Name, Address, and Telephone
Number, including Area Code,
of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                            PROPOSED   PROPOSED
TITLE OF EACH CLASS             AMOUNT      MAXIMUM    MAXIMUM       AMOUNT OF
OF SECURITIES                    TO BE      OFFERING    AGGREGATE   REGISTRATION
TO BE REGISTERED             REGISTERED/1/    PRICE     OFFERING        FEE
                                               PER      PRICE/2/
                                            SHARE/2/
--------------------------------------------------------------------------------
Common Stock, $.10 par
 value                           1,000,000   $28.9375  $28,937,500     $8,768.94
--------------------------------------------------------------------------------

(1) An indeterminate number of additional shares of Common Stock may be issued
    if the anti-dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low price paid per share of Common
    Stock, as reported on the New York Stock Exchange on Thursday, March 28,
    1997, in accordance with Rule 457(h) promulgated under the Securities Act of
    1933, as amended.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
          -----------------------------------------------

     The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Wal-Mart Stores, Inc. (the "Registrant") are
incorporated by reference in this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (the "Annual Report").

     (b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the Annual Report.

     (c) The description of the Registrant's common stock, par value $.10 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A, filed with the Commission on October 26, 1971, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any 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.

                                      II-1
<PAGE>

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, 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.  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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

     Not applicable.

                                      II-2
<PAGE>

ITEM 8.   EXHIBITS.
          --------

      4(a)    Restated Certificate of Incorporation of Wal-Mart Stores, Inc.
              (incorporated herein by reference to Exhibit 3(a) to the Annual
              Report on Form 10-K of the Registrant for the year ended December
              31, 1989) and Certificate of Amendment to the Restated Certificate
              of Incorporation of Wal-Mart Stores, Inc. (incorporated herein by
              reference to Exhibit 4(b) to the Registration Statement on Form S-
              8 of the Registrant (File No. 33-43315)).

      4(b)    By-Laws of Wal-Mart Stores, Inc., as amended June 3, 1993
              (incorporated herein by reference to Exhibit 4(a) to the Annual
              Report on Form 10-K of the Registrant for the fiscal year ended
              January 31, 1994).

      *4(c)   Wal-Mart Stores, Inc. Director Compensation Plan.
      *5(a)   Opinion of Hughes & Luce, L.L.P..
      *23(a)  Consent of Ernst & Young, LLP.
      *23(b)  Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a)
              hereto).
      *24(a)  Power of Attorney (contained on Page II-5.)
              ______________________
              * Filed herewith

ITEM 9.   UNDERTAKINGS.
          ------------

     (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, 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 the 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 the Registration Statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 to

                                      II-3
<PAGE>

     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (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 Registrant hereby 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 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.

     (c) Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the 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
by the Registrant 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

          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 March 28, 1997.

                                   WAL-MART STORES, INC.


                                    By:  /s/ S. Robson Walton
                                        ---------------------
                                    S. Robson Walton,
                                    Chairman of the Board of Directors

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Wal-Mart Stores, Inc., hereby
severally constitute and appoint S. Robson Walton, David D. Glass and John B.
Menzer, and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for each of us in our name, place
and stead, in any and all capacities, to sign Wal-Mart Stores, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
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 by the following persons in the
capacities and on the dates indicated.


/s/ S. Robson Walton         Chairman of the Board of     March 28, 1997
--------------------------     Directors and Director
S. Robson Walton

/s/ David D. Glass           President, Chief Executive    March 28, 1997
--------------------------      Officer and Director
David D. Glass

/s/ Donald G. Soderquist     Vice Chairman of the Board    March 28, 1997
--------------------------  of Directors, Chief Operating
Donald G. Soderquist            Officer and Director


                                      II-5
<PAGE>

/s/ Paul R. Carter            Executive Vice President     March 28, 1997
--------------------------          and Director
Paul R. Carter

/s/ John B. Menzer             Chief Financial Officer     March 28, 1997
--------------------------
John B. Menzer

/s/ James A. Walker, Jr.        Senior Vice President      March 28, 1997
--------------------------         and Controller
James A. Walker, Jr.

/s/ John A. Cooper Jr.                Director             March 28, 1997
--------------------------
John A. Cooper Jr.

/s/ Stephen Friedman                  Director             March 28, 1997
--------------------------
Stephen Friedman
                                      Director             March   , 1997

--------------------------
Stanley C. Gault

/s/ Frederick S. Humphries            Director             March 28, 1997
--------------------------
Frederick S. Humphries

/s/ E. Stanley Kroenke                Director             March 28, 1997
--------------------------
E. Stanley Kroenke

/s/ Elizabeth A. Sanders              Director             March 28, 1997
--------------------------
Elizabeth A. Sanders

/s/ Jack Shewmaker                    Director             March 28, 1997
--------------------------
Jack Shewmaker

/s/ Paula Stern                       Director             March 28, 1997
--------------------------
Paula Stern

/s/ John T. Walton                    Director             March 28, 1997
--------------------------
John T. Walton


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18170}]
{"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": "333-24259", "film-number": "97571437"}, "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 March 31, 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
           Incorporation or Organization)     Identification No.)

                              702 S.W. 8TH STREET
                         BENTONVILLE, ARKANSAS  72716
                                (501) 273-4000

      (Address, including Zip Code,  and Telephone Number, including Area
              Code, of Registrant's Principal Executive Offices)
                            _______________________

                             WAL-MART STORES, INC.
                          DIRECTOR COMPENSATION PLAN
                             (Full Title of Plan)
                            _______________________

     ROBERT K. RHOADS                                      COPY TO:
   WAL-MART STORES, INC.                              DUDLEY W. MURREY, ESQ.
    702 S.W. 8TH STREET                               HUGHES & LUCE, L.L.P.
BENTONVILLE, ARKANSAS  72716                      1717 MAIN STREET, SUITE 2800
     (501) 273-4000                                   DALLAS, TEXAS 75201
                                                         (214) 939-5500
(Name, Address, and Telephone
Number, including Area Code,
of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                            PROPOSED   PROPOSED
TITLE OF EACH CLASS             AMOUNT      MAXIMUM    MAXIMUM       AMOUNT OF
OF SECURITIES                    TO BE      OFFERING    AGGREGATE   REGISTRATION
TO BE REGISTERED             REGISTERED/1/    PRICE     OFFERING        FEE
                                               PER      PRICE/2/
                                            SHARE/2/
--------------------------------------------------------------------------------
Common Stock, $.10 par
 value                           1,000,000   $28.9375  $28,937,500     $8,768.94
--------------------------------------------------------------------------------

(1) An indeterminate number of additional shares of Common Stock may be issued
    if the anti-dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low price paid per share of Common
    Stock, as reported on the New York Stock Exchange on Thursday, March 28,
    1997, in accordance with Rule 457(h) promulgated under the Securities Act of
    1933, as amended.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
          -----------------------------------------------

     The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Wal-Mart Stores, Inc. (the "Registrant") are
incorporated by reference in this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (the "Annual Report").

     (b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the Annual Report.

     (c) The description of the Registrant's common stock, par value $.10 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A, filed with the Commission on October 26, 1971, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any 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.

                                      II-1
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, 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.  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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

     Not applicable.

                                      II-2
ITEM 8.   EXHIBITS.
          --------

      4(a)    Restated Certificate of Incorporation of Wal-Mart Stores, Inc.
              (incorporated herein by reference to Exhibit 3(a) to the Annual
              Report on Form 10-K of the Registrant for the year ended December
              31, 1989) and Certificate of Amendment to the Restated Certificate
              of Incorporation of Wal-Mart Stores, Inc. (incorporated herein by
              reference to Exhibit 4(b) to the Registration Statement on Form S-
              8 of the Registrant (File No. 33-43315)).

      4(b)    By-Laws of Wal-Mart Stores, Inc., as amended June 3, 1993
              (incorporated herein by reference to Exhibit 4(a) to the Annual
              Report on Form 10-K of the Registrant for the fiscal year ended
              January 31, 1994).

      *4(c)   Wal-Mart Stores, Inc. Director Compensation Plan.
      *5(a)   Opinion of Hughes & Luce, L.L.P..
      *23(a)  Consent of Ernst & Young, LLP.
      *23(b)  Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a)
              hereto).
      *24(a)  Power of Attorney (contained on Page II-5.)
              ______________________
              * Filed herewith

ITEM 9.   UNDERTAKINGS.
          ------------

     (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, 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 the 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 the Registration Statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 to

                                      II-3
the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (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 Registrant hereby 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 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.

     (c) Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the 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
by the Registrant 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

          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 March 28, 1997.

                                   WAL-MART STORES, INC.

                                    By:  /s/ S. Robson Walton
                                        ---------------------
                                    S. Robson Walton,
                                    Chairman of the Board of Directors

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Wal-Mart Stores, Inc., hereby
severally constitute and appoint S. Robson Walton, David D. Glass and John B.
Menzer, and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for each of us in our name, place
and stead, in any and all capacities, to sign Wal-Mart Stores, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
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 by the following persons in the
capacities and on the dates indicated.

/s/ S. Robson Walton         Chairman of the Board of     March 28, 1997
--------------------------     Directors and Director
S. Robson Walton

/s/ David D. Glass           President, Chief Executive    March 28, 1997
--------------------------      Officer and Director
David D. Glass

/s/ Donald G. Soderquist     Vice Chairman of the Board    March 28, 1997
--------------------------  of Directors, Chief Operating
Donald G. Soderquist            Officer and Director

                                      II-5
/s/ Paul R. Carter            Executive Vice President     March 28, 1997
--------------------------          and Director
Paul R. Carter

/s/ John B. Menzer             Chief Financial Officer     March 28, 1997
--------------------------
John B. Menzer

/s/ James A. Walker, Jr.        Senior Vice President      March 28, 1997
--------------------------         and Controller
James A. Walker, Jr.

/s/ John A. Cooper Jr.                Director             March 28, 1997
--------------------------
John A. Cooper Jr.

/s/ Stephen Friedman                  Director             March 28, 1997
--------------------------
Stephen Friedman
                                      Director             March   , 1997

--------------------------
Stanley C. Gault

/s/ Frederick S. Humphries            Director             March 28, 1997
--------------------------
Frederick S. Humphries

/s/ E. Stanley Kroenke                Director             March 28, 1997
--------------------------
E. Stanley Kroenke

/s/ Elizabeth A. Sanders              Director             March 28, 1997
--------------------------
Elizabeth A. Sanders

/s/ Jack Shewmaker                    Director             March 28, 1997
--------------------------
Jack Shewmaker

/s/ Paula Stern                       Director             March 28, 1997
--------------------------
Paula Stern

/s/ John T. Walton                    Director             March 28, 1997
--------------------------
John T. Walton

                                      II-6