FORM OF SERIES TERM CERTIFICATE

Exhibit II.2.

Form of Series Form Certificate
WAL-MART STORES, INC.

Series Terms Certificate
Pursuant to Section 3.01 of the Indenture

Pursuant to Section 3.01 of the Indenture, dated as of December 11,
2002 (the "Indenture"), made by and among Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), and Bank One Trust Company, NA, as trustee (the
"Trustee"), Rick W. Brazile, Vice President of Planning and Analysis (the
"Series Officer"), hereby certifies as follows, and Anthony D. George, Assistant
General Counsel, Finance, and Assistant Secretary of the Company, attests to the
following certification. Any capitalized term used herein will have the
definition ascribed to that term as set forth in the Indenture unless otherwise
defined herein.

This Series Term Certificate (this "Certificate") relates to a Series
of Securities initially being established in connection with the exchange offer
(the "Exchange Offer") being made by the Company for the 8.375% Notes due 2007,
10.875% Bonds due 2010 and 6.625% Notes due 2015 of Asda Group Limited, a
corporation organized under the laws of England and Wales and a wholly-owned
indirect subsidiary of the Company (collectively, the "Asda Debt Securities")
and for which the Securities of that Series will be offered in exchange for the
Asda Debt Securities. The terms and conditions of the Exchange Offer are as set
forth in the Offering Memorandum of the Company dated January [__], 2003 by
which the Company will make the Exchange Offer (the "Offering Memorandum").

A. This Certificate is a Series Terms Certificate contemplated by
Section 3.01 of the Indenture and is being executed to evidence the
establishment and approval of the terms and conditions of the Series of
Securities that was established pursuant to Section 3.01 of the
Indenture (the "Exchange Series") by means of a Unanimous Written
Consent of the Executive Committee of the Board of Directors of the
Company, dated as of December 20, 2002 (the "Original Series Consent")
by the Series Officer pursuant to the grant of authority under the
terms of the Original Series Consent.

B. Each of the undersigned has read the Indenture, including the
provisions of Sections 1.02 and 3.01 thereof and the definitions
relating thereto, and the resolutions adopted in the Original Series
Consent. In the opinion of the undersigned, the undersigned have made
such examination or investigation as is necessary to enable the
undersigned to express an informed opinion as to whether or not all
conditions precedent provided for in the Indenture relating to the
execution and delivery by the Trustee of the Indenture, the creation,
establishment and approval of the title, form and terms of a Series
under the Indenture, and the authentication and delivery by the Trustee
of promissory notes of a Series, have been complied with. In the
opinion of the undersigned, (i) all such conditions precedent have been
complied with and (ii) there are no Events of Default (as defined in
the Indenture), or events which, with the passage of time, would become
an Event of Default under the Indenture.

C. The Exchange Series established in the Original Series Consent will
be designated as the [.]% Notes due 2013.


D. Pursuant to the Original Series Consent, the Company is authorized
to issue that aggregate principal amount of promissory notes of the
Exchange Series required to be issued to the holders of the Asda Debt
Securities that are validly tendered, not validly withdrawn and are
accepted by the Company pursuant to the terms of the Exchange Offer
(the "Initial Notes"). A copy of the Original Series Consent is
attached hereto as Annex A. Any promissory notes that the Company
issues that are a part of the Exchange Series (the "Notes") will be
represented by one or more global securities substantially in the form
attached hereto as Annex B (the "Form of Note").

E. Pursuant to Section 3.01 of the Indenture, the terms and conditions
of the Exchange Series and the promissory notes forming a part of the
Exchange Series, including the Notes, are established and approved to
be the following:

1. Designation:

The Series established by the Original Series Consent
will be designated the "[__]% Notes due 2013."

2. Aggregate Principal Amount:


The Exchange Series is not limited as to the aggregate
principal amount of all the promissory notes of the
Exchange Series that the Company may issue. The Company is
issuing the Initial Notes, which have an aggregate original
principal amount that will be determined based on the
principal amount of the Asda Debt Securities that are
validly tendered, not validly withdrawn and accepted by the
Company for exchange in the Exchange Offer and the Exchange
Ratio (as defined in the Offering Memorandum) for each
series of the Asda Debt Securities in accordance with the
principles set forth in the Offering Memorandum.

3. Maturity:

Final maturity of the Notes will be January [__], 2013.

4. Interest:

a. Rate

The Notes will bear interest at the rate of [__]%
per annum.

b. Payment Dates

Interest will be payable on the Notes
semi-annually in arrears on January [__] and
July [__] of each year, beginning on July [__],
2003, to the person or persons in whose name or
names the Notes

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are registered at the close of business on the
preceding January [__] or July [__], as the case may
be. Interest on the Notes will be computed on the
basis of a 360-day year of twelve 30-day months.

5. Currency of Payment:

The principal and interest payable with respect to the Notes
will be payable in British pounds sterling.

6. Payment Places:

All payments of principal of and interest on the Notes will
be made to Bank One, NA, acting through its London branch,
so long as the Notes are in global form, otherwise payment
will be made at the office or agency of the Company in the
Borough of Manhattan, The City of New York or in London;
provided, however, that at the option of the Company, the
Company may pay interest by check mailed to the person
entitled thereto at such person's address as it appears on
the Registry for the Notes.

7. Optional Redemption Features:

The Company may redeem all or any part of the Notes at any
time and from time to time after the issuance of the Notes
upon the terms and subject to the conditions set forth in
Section 4 of the Form of Note. The "Benchmark Gilt" used to
determine the Redemption Price will be the [__]% [Treasury]
[Exchequer] Stock due _____.

The Company may redeem the whole, but not part, of the Notes
upon the occurrence of certain tax events pursuant to
Section 5(b) of the Form of Note.

There is no sinking fund with respect to the Notes.

8. Denominations:

The Notes will be issued in denominations of (Pounds)1,000
and integral multiples of (Pounds)1,000.

9. Principal Repayment:

100% of the principal amount of each Note.

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10. Registrar and Paying Agent:

Bank One, NA, acting through its London branch, will be the
Registrar, London Paying Agent and London Transfer Agent for
the Notes and Bank One Trust Company, NA will be the U.S.
Paying Agent and U.S. Transfer Agent for the Notes.

11. Defeasance:

The Notes are not subject to defeasance.

12. Payment of Additional Amounts:

The Company will pay additional amounts as set forth under
Section 5(a) of the Form of Notes.

13. Book-Entry Procedures:

The Notes will be issued in the form of global Notes
registered in the name of Bank One Nominees Limited, as
nominee of Bank One, NA, the common depositary for
Clearstream, Luxembourg and Euroclear, and will be issued in
certificated form only in limited circumstances, in each
case, as set forth under Sections 13 and 14 of the Form of
Note. The Notes will initially be issued on book-entry basis
only.

14. Other Terms:

Sections 2, 3, 6, 7, 10, 11, 12, 13, 14, 15, 17, 18, and 19,
of the Form of Note attached hereto as Annex B will also
apply to the Notes.

The Notes will not have any terms or conditions of the type
contemplated by clause (iii), (vi), (vii), (xii), (xiii),
(xiv), (xvi), (xvii) or (xx) of Section 3.01 of the
Indenture.

E. The Notes will be issued pursuant to and governed by the Indenture.
To the extent that the Indenture's terms apply to the Notes specifically or
apply to the terms of all Securities of all Series established pursuant to
and governed by the Indenture, such terms will apply to the Notes.

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IN WITNESS WHEREOF, the undersigned has hereunto executed this
Certificate as of January [__], 2003.



________________________________________
Rick W. Brazile
Vice President of Planning and Analysis

ATTEST:



______________________________________
Anthony D. George
Assistant General Counsel, Finance,
and Assistant Secretary

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ANNEX A

ORIGINAL SERIES CONSENT

[Text Not Included]


ANNEX B

FORM OF NOTE

[Text Included as Exhibit II.3 to Form CB]