DEF 14A: Definitive proxy statements

    Please join us for the 2000 Annual Meeting of
Shareholders of Wal-Mart Stores, Inc. The meeting will be held on Friday, June 2, 2000, at
9:00 a.m. in Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas. Pre-meeting
activities start at 7:00 a.m.

        The purposes of the meeting
are:

            (1) Election of
directors;

            (2) To act on a
shareholder proposal described on pages 16 to 18 of the Proxy Statement; and

            (3) Any other
business that may properly come before the meeting.

    You must own shares at the close of business on
April 7, 2000, to vote at the meeting. If you plan to attend, please bring the Admittance
Slip on the back cover. Regardless of whether you will attend, please vote by signing,
dating and returning the enclosed proxy card or by telephone or online, as described on
page 1. Voting in these ways will not prevent you from voting in person at the meeting.

                                          
                                     
By Order of the Board of Directors

                                         
                                      
/s/ Robert K. Rhoads

                                          
                                         
Robert K. Rhoads

                                          
                                         
Secretary

Bentonville, Arkansas

April 14, 2000

Annual Meeting Admittance Slip on Back Cover

    This Proxy Statement is being mailed beginning April
14, 2000, in connection with the solicitation of proxies by the Board of Directors of
Wal-Mart Stores, Inc., a Delaware corporation, for use at the Annual Meeting of
Shareholders. The meeting will be held in Bud Walton Arena, University of Arkansas,
Fayetteville, Arkansas, on Friday, June 2, 2000, at 9:00 a.m. Pre-meeting activities start
at 7:00 a.m.

    Your proxy is solicited by the Board of Directors.
The Company pays the cost of soliciting your proxy and reimburses brokerage houses and
others for forwarding proxy material to you.

    Who may vote? You may vote if you
owned shares at the close of business on April 7, 2000. You are entitled to one vote for
each share you owned on that date on each matter presented at the meeting. As of March 31,
2000, Wal-Mart had 4,454,034,171 shares outstanding.

    What am I voting on? You are voting on:

• the election of 15 directors;

• a shareholder proposal; and

• any other matters properly introduced at the meeting.

    Who counts the votes? First Chicago
Trust Company of New York, a division of EquiServe, will count the votes. Two employees of
First Chicago have been appointed by the Board as independent inspectors of the election.

    Is my vote confidential? Your proxy card,
ballot, and voting records will not be disclosed to Wal-Mart unless required by law,
requested by you, or your vote is cast in a contested election. If you write comments on
your proxy card your comments will be provided to Wal-Mart, but how you voted will remain
confidential.

    What vote is required to pass an item of
business? The holders of the majority of the outstanding shares of common stock
must be present in person or represented by proxy to hold the meeting. The vote of the
holders of a majority of stock present in person or by proxy is required to elect any
director or to approve the shareholder proposal. Abstentions and broker non-votes count
for quorum purposes, but will not affect voting results.

    Unless you indicate otherwise on your proxy card,
the persons named as your proxies will vote your shares FOR all of the nominees for
director and AGAINST the shareholder proposal.

    How do I vote? You can vote in person at
the meeting or you can vote by proxy, which gives the proxy holder the right to vote your
shares on your behalf. If you plan to vote in person but hold shares through a broker or
other nominee, you must attach to your ballot an account statement showing that you were
the beneficial owner on April 7, 2000.

    There are three ways for you to vote by proxy:

• Mail the proxy voting card in the enclosed return envelope;

• Call 1-877-PRX-VOTE (877-779-8683); or

• Log on to the Internet at: http://www.eproxyvote.com/wmt and follow the
instructions at that site.

To use the second two methods, you must hold the shares in your own
name rather than through a broker.

    Can I revoke my proxy? Yes, you can
revoke your proxy by:

• Filing written notice of revocation with Wal-Mart’s
Secretary before the meeting;

• Signing a proxy bearing a later date; or

• Voting in person at the meeting.

    Wal-Mart’s directors are elected at each annual
meeting and hold office until the next election. All nominees except for John Chambers are
presently directors of Wal-Mart. Following the meeting, Wal-Mart will have 15 directors.
The Board has authority under Wal-Mart’s Bylaws to fill vacancies and to increase or
decrease its size between annual meetings.

    Your proxy holder will vote your shares for the
Board’s nominees unless you instruct otherwise. If a nominee is unable to serve as a
director, your proxy holder may vote for any substitute nominee proposed by the Board
unless you withhold this authority.

    The following candidates are nominated by the Board.
They have held the positions shown for at least five years unless otherwise noted. They
were selected on the basis of outstanding achievement in their careers, broad experience,
wisdom, integrity, understanding of the business environment, willingness to devote
adequate time to Board duties, and ability to make independent, analytical inquiries. The
Board is committed to diversified membership. The Board does not discriminate on the basis
of race, color, national origin, gender, religion or disability in selecting nominees.

(Photo of John T. Chambers)

John T. Chambers, 50

President and CEO of Cisco Systems, Inc. He was previously with Wang Laboratories for
eight years, most recently as Senior Vice President of U.S. Operations.

(Photo of Stephen Friedman)

Stephen Friedman, 62

Retired in 1994 as Chairman of Goldman Sachs & Co. From 1994-1999, he was a Limited
Partner of Goldman Sachs & Co. and from 1994-1998 held the title of Senior Chairman of
that firm. Since 1998, he has been a Senior Principal of Marsh & McLennan Capital
Corp. He is also a director of Fannie Mae. Member since 1996.

(Photo of Stanley C. Gault)

Stanley C. Gault, 74

Retired Chairman of the Goodyear Tire & Rubber Company from June 1991 to June 1996 and
Chief Executive Officer of the Goodyear Tire & Rubber Company from June 1991 to
January 1996. Mr. Gault previously served as Chairman and Chief Executive Officer of
Rubbermaid Incorporated. He is also a director of Avon Products, Inc., The Timken Company
and Vencor Inc. Member since 1996.

(Photo of David D. Glass)

David D. Glass, 64

Chairman of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc.
From 1988 to January 2000 Mr. Glass served as Wal-Mart’s President and Chief
Executive Officer. Member since 1977.

(Photo of Roland A. Hernandez)

Roland A. Hernandez, 42

Chief Executive Officer and Chairman of Telemundo Group, Inc., a Spanish-language
television station company. From March 1995 to July 1998 he served as President and Chief
Executive Officer of Telemundo Group, Inc. He was previously the President of Interspan
Communications, Inc. Member since 1998.

(Photo of Dr. Frederick S. Humphries)

Dr. Frederick S. Humphries, 64

President of Florida A&M University. He is also a director of Brinker International,
Inc. Member since 1993.

(Photo of E. Stanley Kroenke)

E. Stanley Kroenke,* 52

Chairman of The Kroenke Group, which is engaged in real estate development, and co-owner
of the St. Louis Rams National Football League franchise. Member since 1995.

(Photo of Elizabeth A. Sanders)

Elizabeth A. Sanders, 54

Management consultant with The Sanders Partnership since 1990. She was previously a
Vice-President and General Manager for Nordstrom, Inc. She is also a director of Advantica
Restaurant Group, Inc., Washington Mutual, Inc., Wellpoint, Inc., and Wolverine Worldwide,
Inc. Member since 1992.

(Photo of H. Lee Scott, Jr.)

H. Lee Scott, Jr., 51

President and CEO of Wal-Mart Stores, Inc. since January 2000. Prior to this, Mr. Scott
held various executive positions with Wal-Mart Stores, Inc. Mr. Scott is also a director
of Cooper Industries, Inc. Member since 1999.

(Photo of Jack C. Shewmaker)

Jack C. Shewmaker, 62

International consultant, rancher and retired Wal-Mart executive. Member since 1977.

(Photo of Donald G. Soderquist)

Donald G. Soderquist, 66

Senior Vice Chairman of Wal-Mart. He was Vice Chairman and Chief Operating Officer of
Wal-Mart from January 1988 to January 1999. Member since 1980.

(Photo of Dr. Paula Stern)

Dr. Paula Stern, 55

President of The Stern Group, Inc., an international trade advisory firm, since 1988. She
previously chaired the U.S. International Trade Commission. Dr. Stern is also a director
of Avon Products, Inc., Columbia Broadcasting System, Inc., Harcourt General, Inc. and
Infinity Broadcasting Corp. Member since 1995.

(Photo of Jose H. Villarreal)

Jose H. Villarreal, 46

Partner in the San Antonio office of the law firm of Akin, Gump, Strauss, Hauer &
Feld, L.L.P. Member since 1998.

(Photo of John T. Walton)

John T. Walton,* 53

Chairman of True North Partners, L.L.C., which holds investments in technology companies.
Member since 1992.

(Photo of S. Robson Walton)

S. Robson Walton,* 55

Chairman of the Board of Wal-Mart. Member since 1978.

    During the calendar year ended December 31, 1999,
outside directors were paid $50,000. At least one-half of the retainer is paid in Wal-Mart
stock or stock units. Chairpersons of board committees receive an additional retainer of
$3,000. Outside directors are paid $1,500 per day, not to exceed 30 days per year, for
Board-related work outside of the scope of their regular director duties. Directors are
not paid for meeting attendance but are reimbursed for expenses incurred in attending the
meetings.

    In June 1999 outside directors also received a stock
option grant of 2,174 shares each to more closely link their compensation to the interests
of shareholders. The grant vests one year from the date of grant and has a term of ten
years.

    During the fiscal year ended January 31, 2000, Jack
Shewmaker received certain benefits available to Company executives, and a portion of his
health insurance costs were paid by the Company.

    The Board held four regular meetings and three telephonic
meetings during the year to review significant developments affecting the Company, engage
in strategic planning and act on matters requiring Board approval.

    For the fiscal year ended January 31, 2000, overall
attendance at all Board and committee meetings was over 75%. Each incumbent director
attended at least 75% of the Board meetings and 75% of the meetings of committees on which
he or she served except for Jose Villarreal, who attended 100% of all Board meetings and
66% of Compensation and Nominating Committee meetings.

* Committee Chairperson

** The Executive Committee did not meet, but acted by unanimous written consent on 17
occasions during the fiscal year.

    During the fiscal year ended January 31, 2000, Stan
Kroenke, a director, held interests in shopping center developments which leased space to
Wal-Mart for 53 store and Sam’s Club locations. Total rents and maintenance fees paid
by Wal-Mart under these leases for the fiscal year were $35,151,560. Mr. Kroenke’s
interest in the amounts paid was $22,771,569. We believe that rents and fees paid for this
leased space are competitive with amounts that would be paid to a third party to lease
similar space.

    Frank Robson held various ownership interests in
nine store locations leased by Wal-Mart. Mr. Robson is the brother of Helen R. Walton, a
beneficial owner of more than 5% of Wal-Mart stock. The Company paid rents and maintenance
fees of $2,488,915 under the leases for the fiscal year ended January 31, 2000. We believe
that the rents and maintenance fees paid under the leases are competitive with amounts
that would be paid to a third party to lease similar space.

    Alice Walton, a beneficial owner of more than 5% of
Wal-Mart stock, has an indirect interest in U.S. Housewares Corporation. A wholly owned
subsidiary of U.S. Housewares Corporation sold $7,424,292 in consumer products to the
Company during the fiscal year ended January 31, 2000. We believe that these transactions
were competitive with amounts that would be paid to third parties in similar transactions.

    During the past fiscal year Manhattan Products,
Inc., which is owned by members of director Steve Friedman’s family, had sales to
Wal-Mart of $3,754,793. We believe that these transactions were competitive with amounts
that would be paid to third parties in similar transactions.

    Also during the past fiscal year, Wal-Mart purchased
two connected buildings, one of which houses the Wal-Mart Visitors Center, from G&S
Partnership for $500,000. David Glass is a 50% partner in G&S Partnership. Prior to
the sale, the Company received two independent appraisals demonstrating the fairness of
the transaction to the Company. The sale was also reviewed by the Company’s Audit
Committee prior to consummation.

    Compensation Philosophy: Wal-Mart’s
executive compensation program is designed to: (1) provide fair compensation to executives
based on their performance and contributions to Wal-Mart; (2) provide incentives to
attract and retain key executives; and (3) instill a long-term commitment to Wal-Mart and
develop pride and a sense of Company ownership, all in a manner consistent with
shareholders’ interests.

    The Compensation and Nominating Committee set the
salaries of David Glass, Chief Executive Officer until January 12, 2000; Lee Scott, Chief
Executive Officer beginning January 13, 2000; and Rob Walton, the Chairman. The Committee
approved the salary of Don Soderquist, a Wal-Mart executive who served on the Board of
Directors during the fiscal year. As a part of its oversight of the Company’s
compensation programs, the Committee also reviewed the salaries paid to certain other
Wal-Mart executives.

    The executive officers’ compensation package
has three main parts: (1) base salary, which is reviewed annually; (2) equity compensation
consisting of stock options and, for certain executives, restricted stock; and (3)
incentive payments under the Company’s Management Incentive Plan, which may be earned
annually depending on the Company’s achievement of pre-established goals relating to
increases in pre-tax profits. Wal-Mart has a Deferred Compensation Plan under which
executives may defer compensation, with interest accruing on amounts deferred. Incentive
payments on the amounts deferred are accrued annually starting 10 years after the initial
deferral. Company executives also participate in the Company’s 401(k) Plan and its
Profit Sharing Plan, which is a defined contribution retirement plan with its assets
primarily invested in Wal-Mart stock.

    Base Salary: Base salaries of Company
executives are based on Wal-Mart’s performance for the prior fiscal year and upon a
subjective evaluation of each executive’s contribution to that performance. In
evaluating overall Company performance, the primary focus is on Wal-Mart’s financial
performance for the year as measured by net income, total sales, comparable store sales
and return on shareholders’ equity. Other criteria, including equal employment
performance and whether Wal-Mart conducts its operations in accordance with the business
and social standards expected by its associates, shareholders and the communities in which
it operates, are also considered.

    Equity Participation: Stock options are
generally granted annually under Wal-Mart’s Stock Incentive Plan in order to link
executives’ compensation to the long-term financial success of Wal-Mart, as measured
by stock performance. Options are generally priced at 100% of the closing price of
Wal-Mart stock on the day of grant. They typically vest in equal annual increments,
beginning one year from the date of grant. Options granted prior to November 17, 1995,
vest in nine annual installments. Those granted between November 17, 1995, and January 27,
2000, are exercisable in seven annual installments. Options granted on or after January
28, 2000, are exercisable in five annual installments.

    The total number of options awarded to each
executive is generally based on an option grant dollar amount divided by the option’s
exercise price. The option grant dollar amount is the product of the executive’s base
salary multiplied by the appropriate stock option grant percentage. For example, if an
executive makes

$100,000 per year and the percentage applied is 150%, the option grant
dollar amount for the executive is $150,000. This amount is divided by the stock price on
the date of grant. In this example, $150,000 divided by a stock price of $50 will result
in a grant of options to purchase 3,000 shares at $50 per share.

    The Committee establishes the percentages for, and
makes awards of options to, executive officers required to file reports with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended
("Section 16 persons"). These percentages are based on a subjective evaluation
of the performance of each executive without regard to the number of options held by or
previously granted to the executive.

    In addition to stock options, certain executives are
from time to time granted restricted stock under Wal-Mart’s Stock Incentive Plan. Any
award of restricted stock to Section 16 persons will be made by the Committee, which sets
the vesting criteria. Awards may be made to provide incentives to enhance the job
performance of certain executives or to induce them to remain with or to become associated
with the Company.

    Incentive Payments: Incentive payments are
made under Wal-Mart’s Management Incentive Plan upon achievement of pre-established
performance criteria. For the 1999 fiscal year, the Committee set three levels of overall
performance objectives for the Company: threshold, business plan and maximum.

    Corresponding incentive levels for the 2000 fiscal
year were assigned to participants in the plan by the Committee as percentages of base
salary. These incentive levels are tied directly to the achievement of specific levels of
performance objectives. Incentive percentages ranging from a low of 15% of base salary at
the threshold level to a high of 200% at the maximum level were payable under the plan to
an executive group including, among others, the Chief Executive Officer, Senior Vice
Chairman, Vice Chairman and Chief Operating Officer and Chief Financial Officer. For these
officers, performance goals are based on overall corporate performance. For divisional
executives, performance goals are based on a combination of corporate and divisional
performance.

    For the fiscal year ended January 31, 2000,
corporate pre-tax profits exceeded the maximum level set by the Committee. As a result,
incentive payments were made under the Management Incentive Plan in March of 2000 for
performance in the fiscal year ended January 31, 2000.

    Compensation of the Chief Executive Officer:
During fiscal year 2000, David Glass, Wal-Mart’s Chief Executive Officer until
January 12, 2000, received a base salary of $1,270,000, an increase of 4.1% from the prior
fiscal year. He was also granted options to purchase 93,104 shares of Wal-Mart stock. Mr.
Glass’s salary increase and option grant were based on a subjective evaluation which
considered, in part, Wal-Mart’s financial

performance for the fiscal year ended January 31, 1999, (i.e., a
25.6% increase in net income; a 16.7% increase in total sales; a 9.0% increase in
comparable store sales; and a 22.4% return on average shareholders’ equity). The
option grant was also based on a subjective evaluation which considered, in part, the
projected financial performance of the Company for the fiscal year ended January 31, 2000
(i.e., a 21.4% increase in net income after accounting changes and 25.9% before
accounting changes; a 19.9% increase in total sales; a 7.7% increase in comparable store
sales; and a 22.9% return on average shareholders’ equity).

    Lee Scott was appointed Chief Executive Officer of
the Company, effective January 13, 2000. Mr. Scott’s base salary as Chief Executive
Officer was set at $1,000,000, effective February 1, 2000. On January 28, 2000, he was
granted options to purchase 219,931 shares of Wal-Mart stock. The Committee determined the
amount of Mr. Scott’s base salary as well as the number of stock options after
considering the following: competitive levels of compensation for CEOs managing operations
of similar size, complexity and performance level; Mr. Scott’s general knowledge of
the retail business and his contribution to the Company’s past business success; and
the Committee’s belief that Mr. Scott has the vision and managerial capabilities to
ensure the Company’s continued growth into the foreseeable future.

    Mr. Glass and Mr. Scott also received incentive
payments of $2,540,000 and $1,215,385, respectively, under Wal-Mart’s Management
Incentive Plan. Mr. Scott’s incentive payment was prorated to reflect his service as
Chief Operating Officer until his appointment as Chief Executive Officer on January 13,
2000. These bonuses were based on Wal-Mart’s achievement of the pre-tax net profit
performance goals established by the Committee and were paid in the current fiscal year
but relate to performance in the fiscal year ended January 31, 2000.

    Deductibility of Compensation: Internal
Revenue Code Section 162(m) provides that compensation in excess of $1 million paid to an
executive officer is not deductible unless it is performance based. Base salary does not
qualify as performance-based compensation under Section 162(m).

    Mr. Glass deferred a portion of his compensation
during the fiscal year ended January 31, 2000, so that during the year he actually
received less than $1 million in compensation. Because his base salary for the fiscal year
ending on January 31, 2001, will exceed $1 million, Mr. Glass has volunteered to defer
receipt of that portion of his base salary in excess of $1 million until after his
retirement. This allows Wal-Mart to deduct the deferred portion of his base salary when it
is paid after his retirement.

    This report is submitted by the Compensation and
Nominating Committee:

    This table shows the compensation during each of the
Company’s last three fiscal years paid to Wal-Mart’s Chief Executive Officers
and the four other most highly compensated executive officers based on compensation earned
during the fiscal year ended January 31, 2000.

    This table shows all options to acquire shares of
Wal-Mart stock granted to the named executive officers during the fiscal year ended
January 31, 2000.

1. The options granted to these executives are a higher percentage of
   the total options granted to associates this year than in other years because the annual
   grant to these executives occurred in January 2000, prior to the end of the fiscal year.
   Options were granted to other associates in February 2000, after the end of the fiscal
   year.

   
   



2. The exercise price generally equals the closing price of Wal-Mart
   stock on the date of grant. The options are exercisable in five equal annual installments
   beginning one year after grant. They expire ten years after grant.

   
   



3. The fair value of these options at the date of grant was estimated
   using a Black-Scholes option pricing model. The following weighted-average assumptions
   were used to estimate the value of options granted on January 27, 2000: a 5.78 year
   expected life of the options; a dividend yield of .46%; expected volatility for Wal-Mart
   stock of .298%; and a risk-free rate of return of 6.92%.

   
   

    Option Exercises and Fiscal Year End Option
Values: This table shows all stock options exercised by the named executives during
the fiscal year ended January 31, 2000, and the number and value of options they held at
fiscal year end.

    The following tables set forth ownership of
Wal-Mart stock by major shareholders, directors and executive officers of the Company.

    There were 4,454,034,171 shares of Wal-Mart
stock issued and outstanding on March 31, 2000. The following table lists the beneficial
owners of 5% or more of Wal-Mart Stock as of March 31, 2000.

1. The shares listed as beneficially owned by each person include
   1,695,746,480 shares held by Walton Enterprises, L.P. Helen R. Walton, S. Robson Walton,
   John T. Walton, Jim C. Walton and Alice L. Walton share voting and dispositive power
   either individually as general partners or as trustees of trusts that are general partners
   of Walton Enterprises, L.P. The general partners have the power to sell and vote the
   shares. The business address of each partner is P.O. Box 1508, Bentonville, Arkansas
   72712.

   
   



2. The number includes 5,638 phantom stock shares received as director
   compensation.

   
   



3. The number includes 170,888 shares that S. Robson Walton had a right
   to acquire within 60 days after March 31, 2000, through the exercise of stock options. It
   also includes 55,285 shares held in the Company’s Profit Sharing Plan on behalf of
   Mr. Walton. He has sole voting power, but no investment power, with respect to these
   shares.

   
   



4. The percent of class held was calculated based on the number of
   shares outstanding plus those shares S. Robson Walton had a right to acquire within 60
   days of March 31, 2000.

   
   

    This table shows the amount of Wal-Mart stock held
by each director, Wal-Mart’s Chief Executive Officer, and the four other most highly
compensated officers on March 31, 2000. It also shows the stock held by all of
Wal-Mart’s directors and executive officers as a group on that date.

* Less than one percent

1. These amounts include shares that the following persons had a right
   to acquire within 60 days after March 31, 2000, through the exercise of stock options and
   shares they hold in the Profit Sharing Plan. These share numbers are shown in the
   following table:

   
   

    The Holdings of Officers and Directors also include
phantom stock received by Wal-Mart’s outside directors as part of their compensation,
as follows: John Cooper (12,687), Steve Friedman (5,638 shares), Stanley Gault (6,509
shares), Roland Hernandez (2,181 shares), Dr. Fred Humphries (6,285 shares), Stan Kroenke
(8,693 shares), Dr. Paula Stern (8,925 shares), Jose Villarreal (2,154 shares) and John
Walton (5,638 shares).

2. Amounts shown for Stephen Friedman include 40,000 shares held by the
   Stephen and Barbara Friedman Foundation.

   
   



3. Amounts shown for S. Robson Walton and John T. Walton in this column
   include 1,695,746,480 shares held by Walton Enterprises, L.P.

   
   



4. The percent of class held was calculated based on the number of
   shares outstanding plus those shares S. Robson Walton had a right to acquire within 60
   days of March 31, 2000.

   
   

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934
requires Wal-Mart’s executive officers, directors and persons who own more than 10%
of the Company’s stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). These reports are also filed with
the New York Stock Exchange. A copy of each report is furnished to Wal-Mart.

    SEC regulations require Wal-Mart to identify anyone
who filed a required report late during the most recent fiscal year. Based solely on
review of reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended January 31, 2000, all Section 16(a)
filing requirements were met except that options granted to outside directors in June 1999
were reported in March 2000 on the annual stock ownership filings with the SEC.

    This graph shows Wal-Mart’s cumulative total
shareholder return during the last five fiscal years ended January 31, 2000. The graph
also shows the cumulative total returns of the S&P 500 Index and the published retail
industry index. The comparison assumes $100 was invested on January 31, 1995, in Wal-Mart
stock and in each of the indices shown and assumes that all of the dividends were
reinvested.

    The following proposal was received from the Sisters
of Charity of the Incarnate Word, P.O. Box 230969, 6510 Lawndale, Houston, Texas
77223-0969, holder of 100 or more shares, and five other shareholders. Their names,
addresses and the number of shares they hold will be provided upon request. The text of
the proposal and the supporting statement follow:

    "The term "glass ceiling" was first
used in a 1985 Wall Street Journal article to describe an artificial barrier to the
advancement of women into corporate management positions. Senator Robert Dole introduced
the Glass Ceiling Act, as part of Title II of the Civil Rights Act of 1991. President Bush
signed the 1991 Civil Rights Act and established a bipartisan twenty-one member Glass
Ceiling Commission. The Commission was charged with preparing recommendations on the glass
ceiling issue for the President and corporate leaders.

    In 1991, Secretary of Labor Lynn Martin completed
the Glass Ceiling Initiative Report. Senator Dole praised the report, stating this
"confirm(s) what many of us have suspected all along – the existence of
invisible, artificial barriers blocking women and minorities from advancing up the
corporate ladder to management and executive level positions" and "for this
Senator, the issues boils [sic] down to ensuring equal access and equality
opportunity."

    Secretary of Labor and Chairperson of the Glass
Ceiling Commission Robert Reich states, "The glass ceiling is not only an egregious
denial of social justice that effects [sic] two-thirds of the population, but a serious
economic problem that takes a huge financial toll on American business." And
"…we need to attract and retain the best, most flexible workers and leaders
available, for all levels of the organization."

    The slated [sic] vision of the bipartisan Glass
Ceiling Commission is "a national corporate leadership fully aware that shifting
demographics and economic restructuring make diversity at management and decision making
levels a prerequisite for the long-term success of the United States in domestic and
global market places." The report revealed that women made up 45.7 percent of the
total workforce and earned over half of all Master degrees, yet 95 percent of senior-level
managers remain men. Women today earn about $.72 for every dollar earned by men.

    The Glass Ceiling Commission Report confirms
inclusiveness in the workplace has a positive impact on the bottom line. A 1993 study of
Standard and Poor 500 companies revealed, "…firms that succeed in shattering
their own glass ceiling racked up stock-market records that were nearly two and one half
times better than otherwise comparable companies."

    We believe that top management positions should more
closely reflect the people in the workforce and marketplace if our company is going to
remain competitive in the future.

    RESOLVED that shareholders request: The Board
of Directors prepare a report, at reasonable cost and excluding confidential information,
available to shareholders by the Fall of 2000 on our progress in response to the Glass
Ceiling Commission’s business recommendations including a review of:

1. Plans of the CEO and Board to address the glass ceiling issue.

   
   



2. Steps the company has taken to use the Glass Ceiling Commission
   Report and management’s recommendations flowing from it.

   
   



3. Company-wide policies addressing leadership development, employee
   mentoring, workforce diversity initiatives and family friendly programs.

   
   



4. An explanation of how executive compensation packages and performance
   evaluations include executive efforts in breaking the glass ceiling.

   
   



5. The top one hundred or one percent of company wage earners broken
   down by gender and race."

   
   

    Wal-Mart’s Diversity Action Committee has
developed the following diversity mission statement for Wal-Mart: "To create and
foster an environment in which differences in people and culture are respected and
reflected in every aspect of our Company." Because of Wal-Mart’s strong
commitment to this mission statement, we work hard to attract and retain associates that
reflect the diversity of our customers and the communities we serve. We recruit, hire,
train and promote our associates based on their qualifications without regard to race,
color, gender, religion, national origin, age, physical or mental impairment or veteran
status. We have implemented company-wide programs stressing leadership development,
employee mentoring and workforce diversity. We do all of these things both because they
are the right thing to do and because they make good business sense. Placing a serious
emphasis on diversity has been beneficial to Wal-Mart’s social and financial
performance, and has given us a competitive edge in recruiting and hiring the most
qualified candidates.

    In order to inform Wal-Mart shareholders and the
general public of our diversity philosophy and programs, we have created the Diversity
Brochure. This brochure is available to anyone requesting it, and it contains much of the
information sought by the proposal without reference to the Glass Ceiling Report. Wal-Mart
has not identified a need to use the Glass Ceiling Report to design and implement
diversity policies and procedures, as such policies and procedures have been in place and
in practice since long before the existence of the Glass Ceiling Report. As stated in the
Diversity Brochure, as a result of existing policies and procedures, "[t]he number of
women and minorities in management positions within Wal-Mart has increased steadily
throughout the company." Wal-Mart does not provide the extensive compensation
information requested by the Proponents, because information on Wal-Mart’s most
highly compensated executives is already provided in Wal-Mart’s publicly available
filings with the Securities and Exchange Commission, and our Board of Directors believes
that providing such information on one hundred employees, as requested by the proposal,
would violate the privacy rights of those employees.

    Wal-Mart agrees with the general principles and
objectives of the proposal, but the Board of Directors believes that the report requested
by the proposal is unnecessary in most respects and, in other respects, is potentially
harmful to Wal-Mart and not in the best interests of the shareholders. Wal-Mart already
complies with federal, state and local governmental reporting requirements regarding
compliance with equal employment opportunity laws, and the preparation and distribution of
an additional report will not enhance Wal-Mart’s strong and lasting commitment to
equal employment opportunity. Moreover, the Board believes that requiring preparation and
distribution of another report would not be a beneficial use of Wal-Mart’s resources,
and would involve revealing sensitive information which is protected from public
disclosure by federal and state law.

    For these reasons, the Board of Directors recommends
that the shareholders vote AGAINST this proposal.

    If you want to present a proposal for possible
inclusion in the Company’s 2001 proxy statement, send the proposal to Robert K.
Rhoads, Secretary of the Company, Bentonville, Arkansas 72716, by registered, certified,
or express mail. Proposals must be received on or before December 16, 2000.

    The Company carefully considers all proposals and
suggestions from shareholders. If a proposal is clearly in the best interests of Wal-Mart
and its shareholders, the Company will implement it without including it in the proxy
statement, unless a shareholder vote is required by law.

    If you want to recommend a director candidate,
please write to Robert K. Rhoads, Secretary of the Company, providing the recommended
candidate’s name, biographical information and qualifications. Wal-Mart’s
management will forward information about the most highly qualified candidates to the
Compensation and Nominating Committee for consideration.

    Ernst & Young LLP has been selected as the
Company’s independent auditors. Ernst & Young and its predecessor, Arthur Young
& Company, have been Wal-Mart’s independent auditors since prior to the
Company’s initial offering of securities to the public in 1970. Representatives of
Ernst & Young LLP will attend the Annual Meeting. They will have the opportunity to
make a statement if they desire to do so and to respond to appropriate questions.

    The Board does not intend to present any items
of business other than those stated in the Notice of Annual Meeting of Shareholders. If
other matters are properly brought before the meeting, the persons named in the
accompanying proxy will vote the shares represented by it in accordance with their best
judgment. Discretionary authority to vote on other matters is included in the proxy.

                                          
                                         
By Order of the Board of Directors

                                          
                                        
/s/ Robert K. Rhoads

                                          
                                          &nbs
                                          
                                          
 
Secretary

Bentonville, Arkansas

April 14, 2000

Page 19 (Proxy)

(Map)

            Place: Bud
Walton Arena

                       
University of Arkansas Campus (parking on North Razorback Drive)

                       
Fayetteville, Arkansas

            Time: June 2,
2000, 9:00 a.m. CDST

                       
(Pre-meeting activities at 7:00 a.m.)

Please present this slip at the entrance. You may bring guests, but we reserve the
right to limit the number of your guests. Photographs for use in Company publications will
be taken at the Annual Meeting. By attending, you waive any claim to these photographs.
Camcorders or video taping equipment of any kind are expressly prohibited.

Wal-Mart Stores, Inc.

Bentonville, AR 72716

501/273-4000

www.wal-mart.com

PROXY

WAL-MART STORES, INC. PROXY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF THE SHAREHOLDERS OF WAL-MART STORES, INC. TO BE HELD ON JUNE 2, 2000

    I have received the Notice of Annual Meeting of Shareholders to be
held on June 2, 2000, and a Proxy Statement furnished by Wal-Mart’s Board of
Directors for the Meeting. I appoint S. ROBSON WALTON, H. LEE SCOTT, JR. and DAVID D.
GLASS, or any of them, as Proxies and Attorneys-in-Fact, with full power of substitution,
to represent me and to vote all shares of Wal-Mart common stock that I am entitled to vote
at the Annual Meeting on June 2, 2000 in the manner shown on this form as to the following
matters and in his discretion on any other matters that come before the meeting. If I
participate in the Wal-Mart Stores, Inc. Profit Sharing Plan or if I have a portion of my
interest in the 401(k) Plan invested in Wal-Mart stock, I also direct the Trustee(s) of
the respective Trust(s) to vote my stock which is attributable to my interest in each of
the Plan(s) at the Meeting in the manner shown on this form as to the following matters
and in the discretion of the Trustee(s) on any other matters that come before the Meeting.

RESOLVED, that the following persons are nominated for election to the Board of
Directors of Wal-Mart Stores, Inc., such election to be at the Annual Meeting of
Shareholders on June 2, 2000:

01 John T. Chambers, 02 Stephen Friedman, 03 Stanley C. Gault, 04 David D. Glass, 05
Roland A. Hernandez, 06 Dr. Frederick S. Humphries, 07 E. Stanley Kroenke, 08 Elizabeth A.
Sanders, 09 H. Lee Scott, Jr., 10 Jack C. Shewmaker, 11 Donald G. Soderquist, 12 Dr. Paula
Stern, 13 Jose H. Villarreal, 14 John T. Walton, 15 S. Robson Walton.

(Change of Address/Comments)

______________________________________

______________________________________

______________________________________

(If you have written in the above space, please mark the corresponding box on the
reverse side of this card)

You are encouraged to specify your choices by marking the appropriate boxes on
the reverse side, but you need not mark any box if you wish to vote in accordance with the
Board of Directors’ recommendations. The Proxy holders cannot vote your shares unless
you sign and return this card.

FOLD AND DETACH HERE

WAL-MART STORES, INC.

Annual Meeting of Shareholders

June 2, 2000

9:00 a.m. (CDST)(Pre-meeting activities at 7:00 a.m.)

Bud Walton Arena

University of Arkansas

Fayetteville, Arkansas

ELECTRONIC ACCESS TO WAL-MART’S FUTURE ANNUAL REPORTS AND
PROXY MATERIALS

Help Wal-Mart reduce expenses and eliminate bulky materials from your mail. Sign-up for
internet access to Wal-Mart’s proxy materials and Annual Report. If you enroll in
this service, we will e-mail you the Annual Report and Proxy Statement on-line, along with
instructions that will enable you to cast your vote. To sign-up, access
http://www.econsent.com/wmt and follow the instructions indicated so that you will receive
next year’s proxy materials and Annual Report electronically.

6973

X     Please mark your votes as in this example.

If this proxy is signed and returned, it will be voted in accordance with your
instructions shown below. If you do not specify how the proxy should be voted, it will be
voted for item 1, and AGAINST item 2.

Change of Address/Comments

(see reverse)

Signature(s) ______________________________________  Date  
_____________________

NOTE: Please sign exactly as your name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

FOLD AND DETACH HERE

VARIABLE

Control Number