1997 Amendment to the Wal-Mart Stores, Inc. Stock Option Plan of 1994

The language of Section 10 of the Stock Option Plan is hereby stricken
and the following language is hereby inserted:

STOCK OPTION GRANTS: Records maintained by the Stock option
Department and the minutes of the Stock Option Committee and the
minutes of the Compensation and Nominating Committee for Section
16 officers shall be conclusive evidence of the grant of stock
options. Individual written stock option agreements shall not be
necessary.

The following {bracketed} language is hereby inserted in the first
Paragraph of Section 8:

EXERCISE OF OPTION RIGHTS UPON TERMINATION OF {OR ADMINISTRATIVE
SUSPENSION FROM} EMPLOYMENT OR CESSATION AS A FULL-TIME OFFICER
OR ELIGIBLE KEY EMPLOYEE: If an Optionee (i) whose employment
with the Company and/or one of its Subsidiaries is terminated for
any reason other that death, or (ii) ceases for any reason to be
a full-time officer or eligible key employee as determined by
Committee in its discretion, then such Optionee may exercise his
or her option, to the extent exercisable as of the date the
Optionee's employment is terminated or such Optionee ceases to be
a full-time officer or an eligible key employee, whichever is
earlier, at any time within three months after the earlier of
such dates, but in no event may an option be exercised after the
expiration of the term of the option; provided, however, that if
the Optionee's employment shall be terminated for cause, said
option shall terminate immediately. As used herein, "cause" shall
mean the commission of any act deemed inimical to the best
interest of the Company as determined at the sole discretion of
the Committee. {During a period of administrative suspension, the
Optionee's right to exercise options is suspended and will
terminate if the Optionee is terminated for cause.}