Wal-Mart Stores, Inc. Exhibit 10(m) - Page 1

WAL-MART STORES, INC.
MANAGEMENT INCENTIVE PLAN OF 1998


GENERAL

1.1. Purpose. The purpose of the Wal-Mart Stores, Inc.
Management Incentive Plan of 1998 ("MIP") is to advance the
interests of the shareholders of Wal-Mart Stores, Inc. by
providing performance-based incentives to eligible management
associates.

1.2. Effective Date. The MIP shall be effective for the
Fiscal Year beginning February 1, 1998, subject to the approval
of the Company's shareholders, and shall remain effective for
each subsequent Fiscal Year until terminated by the Board.

1.3. Nature of MIP. With respect to individuals who are
Covered Employees, the MIP is intended to provide "qualified
performance-based compensation," as such term is defined in
Treas. Reg. 1.162-27(e), to the extent deemed appropriate by the
Committee at the time Performance Goals are established for a
Fiscal Year. Nothing herein shall be construed as preventing the
MIP to provide both "qualified performance-based compensation"
and nonqualified compensation for the same Fiscal Year in the
manner permitted under Code Section 162(m). The MIP shall be
administered and construed in a manner consistent with Code
Section 162(m) and regulations thereunder for any Fiscal Year in
which the MIP is intended to provide "qualified performance-based
compensation."

1.4. MIP Not Funded. Incentive Plan Awards shall be made
solely from the general assets of Wal-Mart Stores, Inc. or a
Related Affiliate, to the extent such payments or benefits are
attributable to services with a Related Affiliate participating
in the MIP. To the extent any person acquires a right to receive
payments from Wal-Mart Stores, Inc. or a Related Affiliate under
the MIP, the right is no greater than the right of any other
unsecured general creditor.


DEFINITIONS

2.1. "Board" means the Board of Directors of Wal-Mart
Stores, Inc.

2.2. "Committee" means the Compensation and Nominating
Committee of the Board, or such other committee designated by the
Board as the "Committee" under the MIP. The Board may appoint
different Committees with respect to Covered Employees and non-
Covered Employees. With respect to Covered Employees, any such
Committee must consist of two or more persons each of whom are
"outside directors" within the meaning of Code Section 162(m).

2.3. "Company" means Wal-Mart Stores, Inc. and each Related
Affiliate designated by the Committee as a participating employer
in the MIP.

2.4. "Covered Employee" has the meaning of such term under
Code Section 162(m)(3).


Wal-Mart Stores, Inc. Exhibit 10(m) - Page 2

2.5. "Incentive Percentage" means the pre-established award
formula established by the Committee for each Fiscal Year which
specifies a percentage of a Participant's rate of salary in
effect for the last full payroll period of the Fiscal Year to be
paid as an Incentive Plan Award. The Committee may establish
different Incentive Percentages for individual Participants or
different classes of Participants, and/or the achievement levels
of the Performance Goals. Solely with respect to Covered
Employees, for any Fiscal Year for which the MIP is intended to
provide "qualified performance-based compensation," the Incentive
Percentages applicable to the Covered Employees must be
established by the Committee no later than 90 days after the
beginning of the Fiscal Year for which the Incentive Plan Award
pertains.

2.6. "Incentive Plan Award" means the annual incentive
compensation award granted under the MIP which is contingent and
based upon the attainment of the Performance Goals with respect
to a Fiscal Year.

2.7. "Participant" means an associate of the Company
participating in the Plan as provided in the "Participation"
section of the MIP.

2.8. "Performance Goals" means the pre-established objective
performance goals established by the Committee for each Fiscal
Year. Solely with respect to Covered Employees, for any Fiscal
Year for which the MIP is intended to provide "qualified
performance-based compensation," Performance Goals applicable to
the Covered Employees must be established by the Committee no
later than 90 days after the beginning of the Fiscal Year to
which the Performance Goals pertain. The Performance Goals may
be based upon the performance of the Company or any Related
Company, or division thereof, using one or more of the following
operating performance measures selected by the Committee: (a)
earnings; (b) revenue; (c) operating or net cash flows; (d)
financial return ratios; (e) total shareholder return; (f) market
share; or (g) pre-tax profits. Separate Performance Goals may be
established by the Committee for the Company or a Related
Affiliate, or division thereof. The Performance Goals shall
include a threshold Performance Goal under which no Incentive
Plan Awards shall be paid if the threshold goal is not achieved.
With respect to Participants who are not Covered Employees, the
Committee may establish such other subjective or objective goals,
including individual Performance Goals, which it deems
appropriate. The preceding sentence shall also apply to Covered
Employees with respect to any Incentive Plan Award not intended
at time of grant to be "qualified performance-based
compensation." Performance Goals may be set at a specific level,
or may be expressed as a relative percentage to the comparable
measure at comparison companies or a defined index.

2.9. "Fiscal Year" means the 12-month period beginning on
each February 1 and ending on the following January 31.

2.10. "Related Affiliate" means a business or entity
that is, directly or indirectly, controlled by Wal-Mart Stores,
Inc.


Wal-Mart Stores, Inc. Exhibit 10(m) - Page 3

PARTICIPATION

3.1. Eligibility. Associates eligible to participate in the
MIP shall consist of officers and other key management associates
of the Company whom the Committee determines have the potential
to contribute significantly to the success of the Company and its
Related Affiliates. For each Fiscal Year the Committee shall
determine which of such officers and other key management
associates shall participate in the MIP. For any Fiscal Year for
which "qualified performance-based compensation" is to be
provided, the Committee shall designate the individual or classes
of Covered Employees for such compensation no later than the 90th
day of such Fiscal Year.

Unless determined otherwise by the Committee, Company
associates shall not be eligible to participate in the MIP for
any period they are participating in any other incentive program
maintained by the Company or any other Related Affiliate. At any
time, including during a Fiscal Year, the Committee may add
additional classes or delete classes of associates for
participation in the Plan as it deems appropriate, except that no
such change may be made to the extent it would result in a loss
of deductibility under Code Section 162(m) for any "qualified
performance-based compensation."


INCENTIVE PLAN AWARDS

4.1. Determination of Incentive Plan Awards.

(a) The Committee shall, promptly after the date on which
the necessary financial, individual or other information for a
particular Fiscal Year becomes available, certify: (i) the
degree to which each of the Performance Goals have been attained;
and (ii) with respect to each qualifying Participant who is a
Covered Employee, the amount of the Incentive Plan Award, if any,
payable to such Participant. The Committee or its designee shall
likewise certify the amount of the Incentive Plan Award, if any,
payable with respect to a qualifying Participant who is not a
Covered Employee. Any such determination by the Committee or its
designee shall be final and conclusive on all parties, but shall
be based on such objective information or financial data as is
relevant to the Performance Goal. Performance Goals shall, to
the extent applicable, be based upon generally accepted
accounting principles. The Committee may rely conclusively on
any such information provided by the Company's certified public
accountant.

(b) Unless the Committee provides otherwise when
establishing the Performance Goal, if the Company fails to
achieve its threshold Performance Goal, no Incentive Plan Award
shall be paid even if any applicable threshold division
Performance Goal has been achieved. Similarly, unless provided
otherwise by the Committee when establishing the Performance
Goal, if the Company fails to achieve its threshold Performance
Goal, no Incentive Plan Award shall be paid even if any
individual Performance Goal has been satisfied. Participants
whose Incentive Plan Award is based the attainment of Company
Performance Goals and division/individual Performance Goals shall
earn the Company portion of the Incentive Plan Award if the
Company attains its Performance Goals, even if the
division/individual Performance Goals are not achieved.


Wal-Mart Stores, Inc. Exhibit 10(m) - Page 4

4.2. Eligibility and Amount of Incentive Plan Award.

(a) To be eligible for payment of any Incentive Plan Award,
the Participant must: (i) be employed by the Company on the last
day of the Fiscal Year to which the award pertains, unless
termination is due to the Participant's death; (ii) have
performed the Participant's duties to the satisfaction of the
Committee; (iii) have not engaged in any act deemed by the
Committee to be inimical to the best interest of the Company or a
Related Affiliate; and (iv) otherwise complied with Company
policies at all times prior to the date the Incentive Plan Award
is actually paid. No Incentive Plan Award shall be paid to any
Participant who does not satisfy each of the above.

(b) The Incentive Plan Award shall be determined by
multiplying the Incentive Percentage applicable to the
Participant by the Participant's rate of base salary in effect
for the last full payroll period of the Fiscal Year to which the
Incentive Plan Award pertains. In no event, however, will an
Incentive Plan Award for a Covered Employee exceed two-tenths of
one percent (0.20%) of the Company's net income for the Fiscal
Year. In the event of a Participant's death, the Incentive Plan
Award shall be prorated based upon the number of full payroll
periods worked in a MIP position for such Fiscal Year. The
Committee shall have the discretion and authority to make
adjustments to any Incentive Plan Award in circumstances where:
(i) a Participant leaves the Company and is rehired as a
Participant; (ii) a Participant is hired, promoted or transferred
into a position eligible for MIP participation; (iii) a
Participant transfers between eligible MIP positions with
different Incentive Percentages or Performance Goals; (iv) a
Participant transfers to a position not eligible to participate
in the MIP; (v) a Participant becomes eligible for an incentive
from another incentive plan maintained by the Company or Related
Affiliate; (vi) a Participant is on a leave of absence; and (vii)
such similar circumstances deemed appropriate by the Committee,
consistent with the purpose and terms of the MIP.

4.3. Payment of Award. Incentive Plan Awards will be paid
in cash by April 15 following the applicable Fiscal Year to which
the award pertains. If, however, the Participant is on
administrative suspension at the time payment would otherwise be
made, payment shall be delayed until the matter is resolved by
the Company. No payment in that event shall be made if the
Committee determines the qualification requirements of Section
4.2.(a) have not been satisfied by the Participant.


ADMINISTRATION

5.1. Administration. The MIP shall be administered by the
Committee. Subject to the provisions of the MIP, the Committee
shall have full discretionary authority to administer and
interpret the MIP, to exercise all powers either specifically
granted to it under the MIP or as are necessary or advisable in
the administration of the MIP, to prescribe, amend and rescind
rules and regulations relating to the MIP, and to make all other
determinations necessary or advisable for the administration of
the MIP, all of which shall be binding on all persons, including
the Company, the Participants (or any person claiming any rights
under the MIP from or through any Participant), and any
stockholder of the Company. A majority of the Committee shall
constitute a quorum, and the Committee shall act pursuant to a


Wal-Mart Stores, Inc. Exhibit 10(m) - Page 5

majority vote or by unanimous written consent. No member of the
Board or the Committee shall be liable for any action taken or
determination made in good faith with respect to the MIP or any
Incentive Plan Award paid hereunder.

5.2. Delegation. The Committee may delegate its
responsibilities for administering the MIP to one or more persons
as the Committee deems necessary. However, the Committee may not
delegate its responsibilities under the Plan relating to any
Covered Employee where such delegation is prohibited under Code
Section 162(m) pertaining to "qualified performance-based
compensation."


MISCELLANEOUS

6.1. Amendment and Termination. The Board reserves the
right to alter, amend, suspend or terminate the MIP in whole or
in part at any time. With respect to Covered Employees, any such
amendment shall comply with Code Section 162(m).

6.2. No Guarantee. While a discretionary Incentive Plan
Award may have been paid in the past, whether such payments will
be made in the future will depend upon various factors, such as
the Company's financial condition and performance. There is no
guarantee that the Company will pay any such incentive. The
Committee may, in its sole discretion, reduce, eliminate or
increase, any Incentive Plan Award, except that the amount of any
Incentive Plan Award intended to be "qualified performance-based
compensation" may not be increased above the amount established
for the Performance Goal and Incentive Percentage. The Company
may withhold an Incentive Plan Award, or portions thereof, for
any reason including gross misconduct (e.g., theft,
dishonesty/compromised integrity, fraud, harassment, etc.) or any
actions deemed to be inimical to the best interests of the
Company by the Committee.

6.3. Tax Withholding. The Company shall have the right to
deduct from all payments made under the MIP any federal, state or
local taxes required by law to be withheld with respect to such
payments.

6.4. Governing Law. The Plan and all rights to an Incentive
Plan Award hereunder shall be construed in accordance with and
governed by the laws of the State of Arkansas, except that any
matters relating to the internal governance of Wal-Mart shall be
governed by the general corporate laws of the State of Delaware.

6.5. Assignment or Pledge. No rights under the MIP,
contingent or otherwise, shall be assignable or subject to any
encumbrance, pledge or charge of any nature.

6.6. Employment. Neither the adoption of the MIP nor its
operation shall in any way affect the rights and power of the
Company or any Related Affiliate to dismiss or discharge any
Participants.

6.7. Death. In the event of a Participant's death prior to
the payment of any Incentive Plan Award to which the Participant
is otherwise entitled, payment shall be made to the Participant's


Wal-Mart Stores, Inc. Exhibit 10(m) - Page 6

then-effective beneficiary or beneficiaries under the Company-
paid group term life arrangement.

6.8. Rights to Payments. No absolute right to any Incentive
Plan Award shall be considered as having accrued to any
Participant prior to the close of the Fiscal Year with respect to
which the award is made. No Participant shall have any
enforceable right to receive any Incentive Plan Award made with
respect to a Fiscal Year or to retain any payment made with
respect thereto if for any reason the requirements of Section
4.2.(a) are not satisfied.

6.9. Prior Plans. The MIP supercedes and replaces the Wal-
Mart Stores, Inc. Home Office Management Incentive Plans
effective February 1, 1998.