OPINION OF CONNER & WINTERS

[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]

March 28, 1996



Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716

Re: Wal-Mart Stores, Inc. -- Shareholder Investment Program
on Form S-3 (the "Registration Statement")

Ladies and Gentlemen:

We have acted as special counsel for Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offer and sale of
up to 10,000,000 shares (the "Shares") of the Company's common stock, par value
$.10 per share (the "Common Stock") pursuant to the Company's Shareholder
Investment Program (the "Program").

In reaching the conclusions expressed in this opinion, we have (a)
examined such certificates of public officials and of corporate officers and
directors and such other documents and matters as we have deemed necessary or
appropriate, (b) relied upon the accuracy of facts and information set forth in
all such documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals from which all such copies were made.

Based on the foregoing, we are of the opinion that the Shares to be
sold have been duly authorized and, when issued, delivered and paid for in
accordance with the terms of the Program, will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.

CONNER & WINTERS

Wal-Mart Stores, Inc.
March 28, 1996
Page 2


We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement and the Prospectus constituting a part thereof under the caption
"Legal Matters."


Very truly yours,

CONNER & WINTERS,
A Professional Corporation