10-Q: Quarterly report pursuant to Section 13 or 15(d)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended October 31, 1999.

                                  
or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period from ______to______.

Commission file number 1-6991

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. Eighth Street

     Bentonville, Arkansas
                          
72716           

(Address of principal executive offices)   (Zip Code)

(501) 273-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.

                           
Yes __X__ No _____

Applicable Only to Issuers Involved in Bankruptcy

Proceedings During the Preceding Five Years

Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by the
court.

                           
Yes _____ No _____

Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practical date.

Common Stock, $.10 Par Value – 4,453,743,366 shares as of October
31, 1999.

Page 1 of 20 (Form 10-Q)

    The condensed consolidated balance sheet as of
October 31, 1999, and the related condensed consolidated statements of income for the
three and nine month periods ended October 31, 1999, and 1998, and the condensed
consolidated statements of cash flows for the nine month periods ended October 31, 1999,
and 1998, are unaudited. In the opinion of management, all adjustments necessary for a
fair presentation of the financial statements have been included. The adjustments
consisted only of normal recurring items. Interim results are not necessarily indicative
of results for a full year.

    The financial statements and notes are presented in
accordance with the rules and regulations of the Securities and Exchange Commission and do
not contain certain information included in the Company’s annual report. Therefore,
the interim statements should be read in conjunction with the Company's annual report for
the fiscal year ended January 31, 1999.

    Certain reclassifications have been made to prior
periods to conform to current presentations.

    The Company uses the retail last-in, first-out (LIFO)
method for the Wal-Mart Stores segment, cost LIFO for the Sam’s Club segment, and
other cost methods for the International segment. Inventories are not in excess of market
value. Quarterly inventory determinations under LIFO are partially based on assumptions as
to inventory levels at the end of the fiscal year, sales for the year and the rate of
inflation for the year. If the first-in, first-out (FIFO) method of accounting had been
used by the Company, inventories at October 31, 1999, would have been $413 million higher
than reported, which is a decrease in the LIFO reserve of $60 million from January 31,
1999, and a decrease of $20 million from July 31, 1999. If the FIFO method had been used
at October 31, 1998, inventories would have been $428 million higher than reported, an
increase in the LIFO reserve of $80 million from January 31, 1998, and an increase of $25
million from July 31, 1998.

    In March 1998, the Accounting Standards Executive
Committee issued Statement of Position (SOP) 98-1, "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal Use." The SOP was effective
for the Company as of February 1, 1999. The SOP requires the capitalization of certain
costs incurred in connection with developing or obtaining software for internal use. The
adoption of SOP 98-1 did not have a material impact on the results of operations for the
three and nine month periods ended October 31, 1999, and the Company does not anticipate
that there will be a material impact for the year.

    The Company is principally engaged in the operation
of mass merchandising stores that serve customers primarily through the operation of three
segments. The Company identifies its segments based on management responsibility within
the United States and geographically for all international units. The Wal-Mart Stores
segment includes the Company’s discount stores and Supercenters in the United States.
The Sam’s Club segment includes the warehouse membership clubs in the United States.
The International segment includes all operations in Argentina, Brazil, Canada, China,
Germany, Korea, Mexico, Puerto Rico and the United Kingdom. The revenues in the
"Other" category result from sales to third parties by McLane Company, Inc., a
wholesale distributor.

    Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income", establishes standards for reporting and
display of comprehensive income and its components. Comprehensive income is net income,
plus certain other items that are recorded directly to shareholders’ equity,
bypassing net income. The only such items currently applicable to the Company are foreign
currency translation adjustments.

    Comprehensive income was $1,381 million and $986
million for the quarters ended October 31, 1999 and 1998, respectively, and was $3,764
million and $2,816 million for the nine months ended October 31, 1999 and 1998,
respectively.

    In the second quarter of fiscal 2000, a $624 million
jury verdict was rendered against the Company in a lawsuit. The Company agreed to settle
the lawsuit for an amount less than the jury verdict. The Company had previously
established reserves related to this lawsuit, which were not material to its results of
operations or financial position. The settlement exceeded the Company’s estimated
reserves for this lawsuit and resulted in a charge in the second quarter of fiscal 2000 of
$.03 per share, net of taxes.

    On March 4, 1999, the Company announced a two-for-one
stock split issued in the form of a 100% stock dividend. The date of record was March 19,
1999, and it was distributed on April 19, 1999. Consequently, the per share data for all
prior periods presented has been restated to reflect the stock split.

    In the second quarter of fiscal 2000, the Company
acquired ASDA Group PLC (ASDA), the third largest retailer in the United Kingdom with 229
stores. The Company acquired approximately 29% of the outstanding ASDA shares on the open
market in June and July and issued a tender offer for all remaining ASDA shares other than
for shares held by shareholders of ASDA, residing in certain countries. On July 27, 1999,
the tender offer for ASDA became unconditional and the majority of the remaining shares
were tendered. As of October 31, 1999, the Company has acquired 100% of the outstanding
shares of ASDA. Two months of the results of ASDA operations are included in the
Company’s Consolidated Statements of Income in the third quarter of fiscal 2000. ASDA
financial statements are consolidated on a trailing month reporting basis, because ASDA
reports on a December 31 fiscal year end. The acquisition has been recorded as a purchase.
The allocation of the purchase price of approximately $11 billion is preliminary, as the
ASDA net assets and liabilities are still being reviewed to determine their appropriate
fair value. Resulting goodwill and other acquired intangible assets of approximately $7.5
billion will be amortized over 40 years.

    To facilitate the interim financing of the ASDA
acquisition, the Company entered into agreements for committed lines of credit of $10
billion with seven banks to support the issuance of commercial paper. After the majority
of the shares of ASDA were acquired and the permanent financing was obtained, this
commitment was reduced to $4 billion and as of October 31, 1999, the $4 billion commitment
was still active.

    Proforma results are presented as if ASDA were
consolidated from the beginning of each period presented. Adjustments to net income are
primarily related to the amortization of goodwill and other acquired intangible assets and
additional interest expense on the debt incurred for the acquisition. The following
proforma results were converted from Great Britain pounds sterling to U. S. dollars at the
average exchange rate for the periods presented and range from 1.57 to 1.65:

    On August 5,1999, the Securities and Exchange
Commission declared effective the Company’s shelf registration statement under which
the Company may issue debt securities aggregating $10.5 billion, in part, in contemplation
of obtaining permanent financing for the acquisition of ASDA. On August 10, 1999, the
Company sold notes subject to the shelf registration statement totaling $5.75 billion. The
notes were sold in three tranches: $1.25 billion at 6.150% due in 2001, $1.25 billion at
6.550% due in 2004, and $3.25 billion at 6.875% due in 2009.

    In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 101 – "Revenue Recognition in
Financial Statements" (SAB 101). This SAB deals with various revenue recognition
issues, several which are common within the retail industry. The impact of SAB 101 on the
Company’s financial statements is not currently known; however, the Company is in the
process of analyzing the effects of the SAB and intends to apply its provisions no later
than the first quarter of its fiscal year ended January 31, 2001.

    In November 1999, the Company sold notes totaling
$250 million pursuant to its existing shelf registration statement. These notes are a part
of the Company’s series of notes that bear interest at 6.875% and will be due in
2009. The proceeds from the sale of these notes were used to reduce commercial paper.
Therefore, the Company classified $250 million of commercial paper as long-term debt.

    The Company had 21% and 17% sales increases for the
quarter and the nine months ended October 31, 1999, respectively, when compared to the
same periods in fiscal 1999. These sales increases were attributable to the Company’s
acquisitions, expansion program and domestic comparative store sales increases of 7.0% and
8.1% for the quarter and the nine months ended October 31, 1999, respectively. The
comparative store sales increases for the Wal-Mart Stores segment were 7.4% and 8.4% for
the quarter and nine months ended October 31, 1999, respectively. For the Sam’s Clubs
segment the comparative sales increases were 5.8% and 7.0% for the quarter and nine months
ended October 31, 1999, respectively. The International segment had 100% and 51% sales
increases for the quarter and nine months ended October 31, 1999, respectively, when
compared to sales in the same periods in fiscal 1999.

    Domestic expansion activity during the first nine
months of fiscal 2000 included 20 new Wal-Mart stores, the relocation of one Wal-Mart
store, five new Sam’s Clubs, the expansion or relocation of six Sam’s Clubs, 33
new Supercenters and the conversion of 85 Wal-Mart stores to Supercenters. During the nine
months ended October 31, 1999, one Wal-Mart store was closed. International expansion
during the first nine months of fiscal 2000 included the addition of ten units in Canada,
one unit in China, one unit in Korea, 29 units in Mexico, one unit in Puerto Rico, the
acquisition of 229 units in the United Kingdom and one store relocation in the United
Kingdom.

    At October 31, 1999, the Company had 1,803 Wal-Mart
stores, 682 Supercenters, and 456 Sam’s Clubs in the United States. Internationally,
the Company operated units in Argentina(13), Brazil(14), Canada(163),

Germany(95), Mexico(444), Puerto Rico(15) and the United Kingdom (229)
and under joint venture agreements in China(6) and Korea(5). At October 31, 1998, the
Company had 1,863 Wal-Mart stores, 543 Supercenters, and 450 Sam’s Clubs in the
United States. Internationally, the Company operated units in Argentina(13), Brazil(11),
Canada(150), Germany(21), Mexico(409) and Puerto Rico(14) and under joint venture
agreements in China(3) and Korea(4).

    The sales increases experienced by the International
segment were due principally to expansion activities which included the July 1998
acquisition of four units previously operated by Korea Makro in Korea, the January 1999
acquisition of the Interspar hypermarket chain in Germany, and the July 1999 acquisition
of the ASDA Group PLC in the United Kingdom. As a result of the timing of these
acquisitions, sales for the quarter and nine months ended October 31, 1999, are not
comparable to the same period last year due to the additional sales generated by these
acquisitions.

    International sales accounted for 11.3% of total
Company sales in the first nine months of fiscal 2000, compared with 8.8% during the same
period in fiscal 1999. Sam’s Clubs sales as a percentage of total Company sales fell
from 16.8% in the nine months ended October 31, 1998, to 15.6% for the nine months ended
October 31, 1999, largely as a result of faster growth in other segments.

    The Company’s gross profit as a percentage of
sales increased from 21.27% in the third quarter of fiscal 1999 to 21.83% during the third
quarter of fiscal 2000. For the nine-month period ended October 31, 1999, gross profit as
a percentage of sales was 21.69%, up from 21.19% in last year’s comparable period.
Gross profit as a percentage of sales improved in both domestic operating segments as well
as in the international segment. The Company’s operating results for the third
quarter include the results of ASDA, which has a gross profit percentage approximately 1%
higher than that of the pre-existing businesses. Improvements in gross profit were
attributable to the favorable sales mix of higher margin merchandise categories.
Additionally, markdowns and shrinkage for the quarter and first nine months of fiscal 2000
were down as a percentage of sales when compared to the same periods in fiscal 1999. The
improvements in gross profit occurred despite the $6.7 billion of price rollbacks and with
significant growth in the lower margin food business. The Sam’s Clubs segment
comprises a lower percentage of the consolidated Company sales than last year. As a
result, the gross profit stated as a percentage of sales for the Company as a whole is
positively impacted, since Sam’s Clubs contribution to gross profit is a lower
percentage of sales than that of the Wal-Mart and International operating segments.

    Operating, selling, general and administrative
expenses, as a percentage of sales, were 17.08% for the third quarter of fiscal 2000, up
from 16.98% in the corresponding period last year and 17.05% compared with 16.87% for the
nine-month period. Expenses for the nine-month period were impacted by the May 16, 1999,
settlement of a lawsuit, which resulted in a charge for the year of approximately $.03 per
share, net of taxes. Disregarding the charge taken in connection with this settlement,
expenses would have decreased by 3 basis points, as a percentage of

sales, for the nine-month period ended October 31, 1999. The Wal-Mart
Stores segment had expense improvements, while the Sam’s Clubs segment was unchanged.
The International segment’s expense control was favorable against plan, which
includes start-up and transition expenses in new market countries, for the quarter and
nine-month period ended October 31, 1999, when compared to the same periods of the
previous year. Excluding investments in new markets, the International segment reduced
expenses as a percentage of sales for the quarter and the year-to-date period ended
October 31, 1999, when compared to prior periods. Expenses as a percentage of sales were
negatively affected in the consolidated results due to the percentage of the total sales
volume decreasing in the Sam's Clubs segment, which has lower expenses as a percentage of
sales, while the percentage of total sales volume increased in the International segment,
which has higher expenses as a percentage of sales than the Sam's Clubs segment.

    The International segment’s operating profit
increased from $109 million in the third quarter of fiscal 1999 to $193 million for the
third quarter of fiscal 2000. Operating profit increased $54 million for the nine-month
period ended October 31, 1999, when compared to the same period of the previous year.
Operating profit has improved compared to the prior year, due to the inclusion of the
operating results of ASDA in the International segment for the first time, but was
somewhat offset by the store remodel expenditures and the general office consolidations
associated with the acquisitions in Germany. As noted above, the results for the first
nine months of fiscal 2000 include the operating results of Korea Makro,
Interspar(Germany) and ASDA(United Kingdom), which were not included in their entirety, in
the comparable period of fiscal 1999.

    In fiscal 1999, Mexico was considered to operate in a
highly-inflationary economy and reported its operations using United States Dollars. In
fiscal 2000, Mexico is no longer considered a highly-inflationary economy and is reporting
its operations in its local currency. There was no material impact on the Company’s
consolidated or International segment's results of operations or financial position as a
result of the change.

    Cash flows provided by operating activities were
$3,761 million for the first nine months of fiscal 2000, compared with $2,676 million for
the comparable period in fiscal 1999. Operating cash flow was up for the nine months ended
October 31, 1999, primarily due to an increase in net income of $787 million over the
Company’s net income for the comparable period in fiscal 1999. The improvement in
operating cash flow was impacted by the higher ratio of supplier funded inventory, which
was 62.94% for the nine-month period compared to 55.40% for the same period in fiscal
1999. Inventories for the Company were up 9% compared to October 31, 1998, on a
year-to-date sales increase of 17%. The Company was a net user of cash as a result of its
investment in ASDA and capital spending. Net cash used in investing activities and net
cash provided by financing activities for the nine months ended October 31, 1999, have
increased compared with the previous year. The increases in investing and financing
activities are due to the investment in ASDA and the debt incurred to fund that
acquisition. Cash and cash equivalents at the end

of the nine-month period were up 42% or $426 million, when compared with
the end of the same period in fiscal 1999. During the first nine months of fiscal 2000,
the Company repurchased $101 million of its common stock, paid dividends of $668 million
and invested $4,013 million in capital assets.

    At October 31, 1999, the Company had total assets of
$72,369 million compared with total assets of $49,996 million at January 31, 1999. Working
capital at October 31, 1999, was $(2,037) million, down $6,407 million when compared to
working capital at January 31, 1999, of $4,370 million. The ratio of current assets to
current liabilities was .9 to 1.0 at October 31, 1999, 1.2 to 1.0 at October 31, 1998, and
1.3 to 1.0 at January 31, 1999. The decrease in working capital and the current ratio was
primarily due to the addition of $4 billion in commercial paper over the comparable period
of the prior year, primarily to fund a portion of the costs of the ASDA stock acquisition.
Historically, with the holiday season, the fourth quarter generates additional cash flow,
which is used to reduce the outstanding commercial paper. It is anticipated that this cash
flow will bring the Company’s working capital and current ratio to approximately a
breakeven point by the end of fiscal year 2000.

    To facilitate the interim financing of the ASDA
acquisition, the Company entered into agreements for committed lines of credit of $10
billion with seven banks to support the issuance of commercial paper. After the majority
of the shares of ASDA were acquired and the permanent financing was obtained, this
commitment was reduced to $4 billion and as of October 31, 1999, the $4 billion commitment
was still active.

    On August 5, 1999, the Securities and Exchange
Commission declared effective the Company’s shelf registration statement, under which
the Company may issue debt securities aggregating $10.5 billion, in part, in contemplation
of obtaining permanent financing for the acquisition of ASDA. On August 10, 1999, the
Company sold notes subject to the shelf registration statement totaling $5.75 billion. The
notes were sold in three tranches: $1.25 billion at 6.150% due in 2001, $1.25 billion at
6.550% due in 2004, and $3.25 billion at 6.875% due in 2009.

    In November 1999, the Company sold notes totaling
$250 million pursuant to its existing shelf registration statement. These notes are a part
of the Company’s series of notes that bear interest at 6.875% and will be due in
2009. The proceeds from the sale of these notes were used to reduce commercial paper.
Therefore, the Company classified $250 million of commercial paper as long-term debt.

    The Company anticipates generating sufficient
operating cash flow to pay the increased dividend, to fund all capital expenditures, and
to repay the commercial paper and short-term borrowings. The Company plans to refinance
existing long-term debt as it matures and may desire to obtain additional long-term
financing for other purposes or for strategic reasons. The Company anticipates no
difficulty in obtaining long-term financing in view of its excellent credit rating and
favorable experiences in the debt market in the recent past. After consideration of the
November 1999, $250 million debt offering, the Company has a shelf registration under
which it can sell up to $4,501 million of additional debt securities in the public
markets.

    During the quarter ended October 31, 1999, the
Company entered into currency and interest rate swap agreements to hedge its net
investment in the United Kingdom. These swaps all mature in August 2009. The following
table gives information about the interest rate derivative financial instruments related
to currency swaps which the Company entered into during the third quarter.

    In June 1998, the Financial Accounting Standards
Board (FASB) issued Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities." Statement No. 133 requires all derivatives to be recorded on the
balance sheet at fair value and establishes the accounting treatment for three types of
hedges: hedges of changes in the fair value of assets, liabilities, or firm commitments;
hedges of the variable cash flows of forecasted transactions; and hedges of foreign
currency exposures of net investments in foreign operations. The Company is analyzing the
implementation requirements and currently does not anticipate there will be a material
impact on the results of operations or financial position after the adoption of Statement
No. 133. In June 1999, the FASB issued Statement No. 137 "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No.
133", which postponed the effective date of Statement No. 133 for one year. The
Statement will now be effective for the Company beginning February 1, 2001.

    In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 101 – "Revenue Recognition in
Financial Statements" (SAB 101). This SAB deals with various revenue recognition
issues, several which are common within the retail industry. The impact of SAB 101 on the
Company’s financial statements is not currently known; however, the Company is in the
process of analyzing the effects of the SAB and intends to apply its provisions no later
than the first quarter of its fiscal year ended January 31, 2001.

    All programs in the Company’s current
application inventory have been successfully tested for operation in the year 2000. A
final test cycle is in progress to ensure all version levels, upgrades, new releases and
enhancements implemented throughout the year are Year 2000 compliant.

    The total incremental estimated cost directly related
to the Year 2000 remedy is $28.7 million with $2.2 million in assumed cost related to the
second quarter acquisition of ASDA Group PLC. Approximately $17.5 million of the cost is
related to reprogramming, replacement, extensive testing and validation of software, which
is being expensed as incurred, while approximately $9.5 million is related to acquisition
of hardware, which is being capitalized. Approximately $27.5 million of the $28.7 million
cost of conversion had been incurred by the end of the third quarter of fiscal 2000. All
of these costs are being funded through operating cash flows. These costs are not a
significant component of the Company's overall information technology budget. The
Company's Information Systems Division did not defer any information technology projects
last year to address the Year 2000 issue. During fiscal 2000 the Company still plans to
complete and implement over half of the normal project load in priority sequence.

    In addition to internal Year 2000 implementation
activities, the Company is communicating with other companies with which our systems
interface or on which it relies to determine the extent to which those companies are
addressing their Year 2000 compliance. Testing began during the third quarter of fiscal
1999 and was substantially complete by October 31, 1999. No significant issues have been
detected in the testing process. There can be no assurance that there will not be an
adverse effect on the Company if third parties, such as utility companies or merchandise
suppliers, do not convert their systems in a timely manner and in a way that is compatible
with the Company's systems. However, management believes that ongoing communication with
and assessment of these third parties should minimize these risks.

    The Company anticipates minimal business disruption
will occur as a result of Year 2000 issues; however, possible consequences include, but
are not limited to, loss of communications links with certain store locations, loss of
electric power, inability to process transactions, send purchase orders, or engage in
similar normal business activities. In addition, since there is no uniform definition of
Year 2000 compliance and not all customer situations can be anticipated, the Company may
experience an increase in sales returns of merchandise that may contain hardware or
software components that are not Year 2000 compliant. If returns of merchandise increase,
such returns are not expected to be material to the Company's financial condition.

    The Company has essentially completed its contingency
plans for possible Year 2000 issues. Distribution of contingency materials will continue
into December.

    The United States Environmental Protection Agency
(EPA) is threatening to bring suit against the Company and five of its contractors over
alleged violations of the 1992 storm water permit at various Wal-Mart development sites in
Texas, New Mexico and Oklahoma. The EPA has presented the Company with penalty
calculations of $5.6 million.

    The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements made by or on behalf of the Company.
Certain statements contained in Management’s Discussion and Analysis and in other
Company filings are forward-looking statements. These forward looking statements may
include statements that address activities, events, or developments that we expect or
anticipate will or may occur in the future including: future capital expenditures,
including the amount and nature of those expenditures; expansion and other development
trends of industry segments in which we are active; our business strategy; expansion and
growth of our business; and operations and other similar matters. Although we believe the
expectations expressed in the forward looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business, a number of factors could
cause actual results to differ materially from those expressed in any forward looking
statements, whether oral or written, made by us or on our behalf.

    Our business operations are subject to factors
outside our control. Any one, or a combination, of these factors could materially affect
our financial performance. These factors include but are not limited to: the costs of
goods; competitive pressures; inflation; consumer debt levels; currency exchange
fluctuations; trade restrictions; changes in tariff and freight rates; Year 2000 issues;
unemployment levels; interest rate fluctuations; and other capital market and economic
conditions.

    Forward-looking statements that we make or that are
made by others on our behalf are based on a knowledge of our business and the environment
in which we operate, but because of the factors listed above, actual results may differ
from those in the forward-looking statements. Consequently, all of the forward-looking
statements made are qualified by these cautionary statements. We cannot assure you that
the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to or effects on us
or our business or operations. Undue reliance should not be placed on these
forward-looking statements, which speak only as of their dates. We assume no obligation to
update any of these forward-looking statements.

        (a) The following
document is filed as an exhibit to this

            Form 10-Q:

           
Exhibit 27 - Financial Data Schedule

        (b) A Form 8-K was filed on
August 11, 1999, to report the
             significant
acquisition of the issued shares of Asda

            Group PLC, an English
public company and the required

            reporting of the
financial statements and pro forma

            financial information,
filed as an amendment report

            to Form 8-K, filed on
October 5, 1999.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                       
WAL-MART STORES, INC.

Date: December 15, 1999
                
/s/David D. Glass        

                                          
                                          
President and

                                          
Chief Executive Officer

Date: December 15, 1999
                
/s/James A. Walker Jr.   

                                          
                                          
Senior Vice President

                                          
and Controller