SUPPLEMENT TO THE OFFERING MEMORANDUM

EXHIBIT I.1

IMPORTANT NOTICE

Important: Your must read the following before continuing. The following
applies to the Supplementary Offering Memorandum following this page, and you
are therefore advised to read this carefully before reading, accessing or making
any other use of the Supplementary Offering Memorandum. In accessing
the Supplementary Offering Memorandum, you agree to be bound by the following
terms and conditions, including any modifications to them any time you receive
any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.
THE SECURITIES OF WAL-MART STORES, INC. (THE "COMPANY") TO WHICH THE
SUPPLEMENTARY OFFERING MEMORANDUM RELATES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES IN RELIANCE ON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE STATES' SECURITIES
LAWS.

THE FOLLOWING SUPPLEMENTARY OFFERING MEMORANDUM MAY NOT BE FORWARDED OR
DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE APPLICABLE SECURITIES LAWS.

Confirmation of the Representation: This Supplementary Offering Memorandum
is being sent at your request and by accepting the e-mail and accessing this
Supplementary Offering Memorandum, you shall be deemed to have represented to us
that you consent to delivery of such Supplementary Offering Memorandum by
electronic transmission.

You are reminded that this Supplementary Offering Memorandum has been
delivered to you on the basis that you are a person into whose possession this
Supplementary Offering Memorandum may be lawfully delivered in accordance with
the laws of jurisdiction in which you are located and you may not, nor are you
authorised to, deliver this Supplementary Offering Memorandum to any other
person.

The materials relating to the offering do not constitute, and may not be
used in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the Dealer Manager or any
affiliate of the Dealer Manager is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by the Dealer Manager or
such affiliate on behalf of the Company in such jurisdiction.

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Attention U.S. Holders of Asda Debt Securities: The Exchange Offer is made for
the securities of a non-U.S. company. The offer is subject to disclosure
requirements of a country other than the U.S. that are different from those of
the United States.

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This Supplementary Offering Memorandum has been sent to you in an
electronic form. You are reminded that documents transmitted via this medium may
be altered or changed during the process of electronic transmission and
consequently none of the Company, Credit Suisse First Boston (Europe) Limited,
Bank One, NA, Georgeson Shareholder Communications Limited nor any person who
controls any of them nor any director, officer, employee or agent of any of them
or affiliate of any such person accepts any liability or responsibility
whatsoever in respect of any difference between the Supplementary Offering
Memorandum distributed to you in electronic format and the hard copy version
available to you on request from the Company, Credit Suisse First Boston
(Europe) Limited, Bank One, NA or Georgeson Shareholders Communications Limited.


SUPPLEMENT TO THE OFFERING MEMORANDUM DATED JANUARY 7, 2003

Wal-Mart Stores, Inc.
(Incorporated and registered in the State of Delaware with charter
number 0732109)

4.750% Notes due 2013
Issue Price 99.215%
to be issued pursuant to the Offer to Exchange

Fixed Rate Notes for
all of the outstanding securities that are part of the following series of debt
securities of Asda Group Limited

Asda 8.375% Notes due 2007

(of which (pound)200,000,000 are outstanding)

(Common Code: 007548753 ISIN: XS0075487537 Sedol: 5234064)

Asda 10.875% Bonds due 2010

(of which (pound)75,840,000 are outstanding)

(Common Code: 001066382 ISIN: GB0000525401 Sedol : 0052540)

Asda 6.625% Notes due 2015

(of which (pound)150,000,000 are outstanding)

(Common Code: 008892873 ISIN: XS0088928733 Sedol: 5530171)

(collectively the "Asda Debt Securities" and each a "Series of Asda Debt
Securities")

Wal-Mart Stores, Inc. a corporation incorporated under the laws of the State of
Delaware ("Wal-Mart" or the "Company") is making an offer to exchange (the
"Exchange Offer") Fixed Notes due 2013 of Wal-Mart denominated in pounds
sterling (the "Wal-Mart Notes"), for all outstanding Asda Debt Securities of
Asda Group Limited ("Asda") a company incorporated under the laws of England and
Wales. Asda is an indirect wholly-owned subsidiary of the Company. The issue
price and the interest rate of the Wal-Mart Notes were determined on January 20,
2003 (the "Pricing Date") by Wal-Mart and the Dealer Manager on the basis
described in the Offering Memorandum (as defined below) and are 99.215 per cent.
and 4.750 per cent. respectively. The maturity date for the Wal-Mart Notes is
January 29, 2013 unless the Expiration Date (as defined in the Offering
Memorandum) is extended. If the Expiration Date is extended, the maturity date
will be moved correspondingly and the new maturity date will be published in a
supplementary prospectus comprising supplementary listing particulars.

On January 24, 2003, the date on which the Exchange Offer expires (the
"Expiration Date"), each Holder of Asda Debt Securities whose tender is accepted
by the Company in the Exchange Offer (and not validly withdrawn) will receive,
in exchange for each (pound)1,000 principal amount of Asda Debt Securities,
Wal-Mart Notes in an amount equal to the product of (pound)1,000 and the
relevant exchange ratio for the corresponding Series of Asda Debt Securities on
January 29, 2003 (the "Settlement Date"). The Wal-Mart Notes will be issued only
in denominations of (pound)1,000 and integral multiples of (pound)1,000. If, as
a result of the application of the relevant exchange ratio, the Wal-Mart Note
the Holder would be entitled to receive would have a principal amount that is
not (pound)1,000 or an integral multiple of (pound)1,000, the Company will issue
the Holder a Wal-Mart Note with a principal amount equal to the next lower
integral multiple of (pound)1,000 and pay the Cash Rounding Amount (as defined
in the Offering Memorandum) to the Holder in cash. The exchange ratio for each
Series of Asda Debt Securities (an "Exchange Ratio") is as follows:



Series of Asda Debt Securities: Exchange Ratio:

Asda 8.375% Notes due 2007 1.16467

Asda 10.875% Bonds due 2010 1.40040

Asda 6.625% Notes due 2015 1.19135


Application has been made by the Company to the Financial Services Authority in
its capacity as United Kingdom Listing Authority (the "UK Listing Authority")
for the Wal-Mart Notes of the Company to be admitted to the Official List of the
UK Listing Authority (the "Official List") and to the London Stock Exchange plc
(the "London Stock Exchange") for the Wal-Mart Notes to be admitted to trading
by the London Stock Exchange which together, will constitute official listing on
the London Stock Exchange. It is expected that admission to listing of the
Wal-Mart Notes to the Official List of the UK Listing Authority and admission to
trading on the London Stock Exchange will be granted on or around January 29,
2003 subject only to the issue of the Notes. The listing of the Wal-Mart Notes
will not become effective if the Wal-Mart Notes are not issued.

Terms defined in the Offering Memorandum dated January 7, 2003 which comprises
an approved prospectus and listing particulars with regard to Wal-Mart and the
issue of Wal-Mart Notes (the "Offering Memorandum") shall, unless specified
otherwise in this Supplementary Offering Memorandum, have the same meaning when
used in this Supplementary Offering Memorandum. A copy of this document, which
comprises a supplementary prospectus comprising supplementary listing
particulars with regard to Wal-Mart and the issue of Wal-Mart Notes in
accordance with Part VI of the Financial Services and Markets Act 2000, has been
delivered for registration to the Registrar of Companies in England and Wales as
required by Section 83 of such Act.

The Wal-Mart Notes will be created pursuant to and governed by an Indenture,
dated as of December 11, 2002, between Bank One Trust Company, NA, as trustee
(the "Trustee") and the Company (the "Indenture"). The terms and conditions of
the Wal-Mart Notes are the same as those described in the Offering Memorandum
except that the Wal-Mart Notes are now 4.750% Notes due 2013.

On January 14, 2003 Wal-Mart issued an announcement of a possible offer for
Safeway plc ("Safeway") in which it stated that:-

"Wal-Mart notes the announcements of the recommended offer for Safeway by Wm
Morrison Supermarkets PLC and the possible offer for Safeway by J Sainsbury plc.

Wal-Mart is considering making an all cash offer to acquire Safeway. Such an
offer, if made, would be subject to the usual conditions, including regulatory
clearance which may require disposal undertakings to be given by Wal-Mart.
Accordingly, Wal-Mart will be making a submission to the Office of Fair Trading
today in order to seek such clearance."

Save as disclosed in this Supplementary Offering Memorandum, there has been no
significant change and no significant new matter has arisen since publication of
the Offering Memorandum.

Wal-Mart accepts responsibility for the information contained in this
Supplementary Offering Memorandum. To the best of the knowledge and belief of
Wal-Mart (which has taken all reasonable care to ensure that such is the case),
the information contained in this Supplementary Offering Memorandum is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

This supplement to the Offering Memorandum should be read in conjunction with
the Offering Memorandum.

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