S-3/A: Registration statement for specified transactions by certain issuers

As filed with the Securities and Exchange Commission on May 1, 1996.

REGISTRATION NO. 333-2089

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
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
(501) 273-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

ROBERT K. RHOADS
Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
COPY TO:
LYNNWOOD R. MOORE, JR., ESQ.
Conner & Winters,
A Professional Corporation
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103-4391
(918) 586-5711
_____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
_____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_____________________

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



PROSPECTUS


WAL-MART STORES, INC.

SHAREHOLDER INVESTMENT PROGRAM


Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") hereby offers
participation in its Shareholder Investment Program (the "Program"). The
Program is designed to provide shareholders of record and other investors who
choose to become shareholders of record with a convenient and economical way to
purchase shares of Wal-Mart's Common Stock, par value $.10 per share ("Common
Stock"), and to reinvest at no cost all or a portion of their cash dividends in
additional shares of Common Stock. Other key features of the Program include
the following:

. Persons who are not shareholders may enroll either by investing as
little as $250 or by authorizing automatic monthly withdrawals
("Automatic Investments") of at least $25.

. Shareholders of record who hold 200 shares or less of Common Stock will
be automatically enrolled in the Program and will have all cash
dividends reinvested in additional shares of Common Stock unless such
shareholders affirmatively elect to receive cash dividends.
Shareholders who elect to receive cash dividends will receive such
dividends, as declared, in the usual manner.

. Shareholders of record who hold more than 200 shares of Common Stock
may enroll by electing to reinvest all or a portion of their cash
dividends in additional shares of Common Stock and/or by making an
optional cash investment of $50 or more and/or by authorizing monthly
Automatic Investments of $25.

. Once enrolled, a participant may make optional investments of $50 or
more, up to a maximum of $150,000 per year, through the Program.

. Participants may buy shares in whole dollar amounts rather than a
specified quantity of shares. A participant's account is credited with
the appropriate number of full and fractional shares.

. All sale orders are processed daily and purchase orders are processed
daily when practicable or at least once every five business days.

. Transaction fees are lower than the commissions and fees typically
charged by a stockbroker.

. Participants can make additional purchases periodically. The investment
amount can be automatically deducted from a participant's bank account
or it can be submitted by mail.

. Participants can deposit their stock certificates for safekeeping at no
cost. A participant may request a certificate for whole shares at any
time, also at no cost.

. Participants can transfer shares or make gifts of Common Stock at no
charge.

________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________



The date of this Prospectus is , 1996

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621-2511 and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of prescribed rates. Such reports, proxy statements
and other information concerning the Company can also be inspected and copied
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and
the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.

The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement. The Registration Statement may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the
Commission upon payment of prescribed rates.


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission (File No. 1-6991)
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996;


2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on October
26, 1971, and including any other amendment or report filed for the
purpose of updating such description of the Common Stock; and

3. All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus, or in any other
subsequently filed document which is also, or is deemed to be, incorporated
by reference, modifies or replaces such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Company will provide
without charge to each person to whom this Prospectus has been delivered, on
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference into such documents) of
any or all documents incorporated by reference in this Prospectus. Requests
for such copies should be addressed to Allison D. Garrett, Assistant
Secretary, Wal-Mart Stores, Inc., Corporate Offices, 702 S.W. Eighth Street,
Bentonville, Arkansas 72716, telephone number (501) 273-4505.

2

WAL-MART STORES, INC. SHAREHOLDER INVESTMENT PROGRAM

The following is a complete statement of the Program.


PURPOSE

The purpose of the Program is to provide shareholders of record and
other investors who choose to become shareholders of record with a convenient
and economical way to purchase shares of Common Stock and to reinvest at no
cost all or a portion of their cash dividends in additional shares of Common
Stock.


ADVANTAGES TO PARTICIPANTS

. In addition to reinvestment of dividends, participants may invest
additional funds in Common Stock through optional cash payments of
up to $150,000 per year. Optional investments may be made by
check, money order or by electronic funds transfer from a
predesignated bank account. Optional investments may be made
occasionally or at regular intervals, as the participant desires.

. Funds invested in the Program, less applicable fees and
commissions, are fully invested through the purchase of fractions
of shares, as well as full shares, and proportionate cash
dividends on fractions of shares are used to purchase additional
shares.

. Persons not presently owning shares of Common Stock may become
participants by making a minimum initial investment of $250 to
purchase shares under the Program or by authorizing monthly
Automatic Investments of at least $25.

. Participants may direct the Administrator (as defined below) to
transfer, at any time and at no cost to the participant, all or a
portion of the participant's shares held under the Program to a
Program account for another person.

. The Program offers a "share safekeeping" service whereby
participants may deposit their Common Stock certificates with the
Program's Administrator and have their ownership of such Common
Stock maintained on the Administrator's records as part of their
Program account.

. Statements are mailed to each participant listing all transactions
in the participant's account.


DISADVANTAGES TO PARTICIPANTS:

Since shares of Common Stock are purchased by the Administrator or its
representative on specified dates and are sold on dates determined by the
Administrator or its representative when the Administrator processes a
request for sale, participants have no control over the prices at which
shares of Common Stock are purchased or sold for their accounts. Therefore,
participants bear the risk of fluctuations in the market price of the Common
Stock. See "Investment Dates," "Withdrawal and Termination," and "Sale of
Shares." Furthermore, each participant will be assessed administration fees
and brokerage commissions on purchases (other than dividend reinvestments)
and sales of shares for his or her account, although such fees and
commissions are lower than those typically charged by a stockholder. See
"Service Fees."

NO INTEREST WILL BE PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT IN THE PROGRAM.

3

ADMINISTRATION

First Chicago Trust Company of New York (the "Administrator") will
administer the Program, purchase and hold shares of Common Stock acquired
under the Program, keep records, send statements of account activity to
participants, and perform other duties related to the Program. Participants
may contact the Administrator by telephoning the Administrator toll free at
1-800-438-6278, as follows:

Shareholder customer service: 1-800-438-6278
Normal hours: 8:00 a.m. - 5:00 p.m. Central time, each business day;


Non-shareholder requests for information about the Program: 1-800-438-6278
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;


Automated sale of shares and customer information: 1-800-438-6278
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;
Saturday: 8:00 a.m. - 2:30 p.m. Central time;


Participants may contact the Administrator in writing at the following
address:

Wal-Mart Shareholder Services
c/o First Chicago Trust Company
P.O. Box 2540
Jersey City, N.J. 07303-2540

Written communications may also be sent to the Administrator by telefax at 1-
312-407-1650.

ELIGIBILITY

Any person or entity, whether or not a holder of record of shares of
Common Stock, is eligible to participate in the Program, provided that (i)
such person or entity chooses to be a shareholder of record, (ii) fulfills
the prerequisites for participation described below under "Enrollment
Procedures," and (iii) in the case of citizens or residents of a country
other than the United States, its territories, and possessions, participation
would not violate local laws applicable to the Company or the participant.

ENROLLMENT PROCEDURES

Shareholders

Shareholders who hold 200 shares or less of Common Stock registered
directly in their name will be automatically enrolled in the Program and will
have all cash dividends reinvested in additional shares of Common Stock and
will have no right to have any portion of such dividends paid in cash.
Provided, however, such shareholders may elect to receive only cash dividends
in lieu of having all dividends automatically reinvested under the Program.
Accordingly, any such shareholder who desires to receive only cash dividends
should immediately forward to the Administrator, a completed and signed
Special Request Form or Enrollment Authorization Form, as the case may be,
with the election made to receive only cash dividends. By so doing a
participant will not have any dividends automatically reinvested in
additional shares of Common Stock. Furthermore, participants holding 200
shares or less of Common Stock will receive annual statements providing
detail of each quarterly dividend reinvestment as well as any other
transactions during the year. Once a shareholder becomes automatically
enrolled in the Program, such shareholder may elect at any time to receive
only cash dividends by submitting a new Enrollment Authorization Form to the
Administrator. Shareholders who elect to receive cash dividends will receive
such dividends, as declared, in the usual manner.

4

Shareholders who hold more than 200 shares of Common Stock registered
directly in their name may join the Program by completing and signing an
Enrollment Authorization Form and returning it to the Administrator. In
order to participate in the Program, such shareholder must (i) elect to
reinvest all or a portion of their cash dividends in additional shares of
Common Stock, (ii) make an optional cash investment of $50 or more, or (iii)
authorize Automatic Investments of $25 per month. See "Initial Investments
and Optional Cash Investments" and "Investment Methods - Automatic
Investment." Current registered shareholders should be sure to sign their
names on the Enrollment Authorization Form exactly as they appear on their
certificates.

Non-shareholders

Eligible investors may join the Program by returning a completed
Initial Investment Form to the Administrator. To enroll, investors must make
an initial investment of at least $250 or authorize Automatic Investments of
at least $25 per month. See "Initial Investments and Optional Cash
Investments" and "Investment Methods--Automatic Investment."

"Street Name" Holders

Owners of shares of Common Stock held on their behalf by a bank,
broker, trustee or other agent may join the Program by registering one or
more shares of Common Stock directly in their names and by returning a
completed Enrollment Authorization Form to the Administrator. See "Transfer
of Shares from Street Name." Once the shares of Common Stock are registered
directly in the name of the owner, the owner may participate in the Program
by following the guidelines described above under the subsection
"Shareholders."

Enrollment Authorization and Initial Investment Forms will be processed
as promptly as practicable. Participation in the Program will begin after
the properly completed form has been reviewed and accepted by the
Administrator.

PARTICIPANTS MAY BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE
PROGRAM. SEE "SERVICE FEES."


TRANSFER OF SHARES FROM STREET NAME

Beneficial owners whose shares are registered in the name of a bank, a
broker, a trustee or other agent may participate in the Program with respect
to such shares by either (i) transferring such shares to a Program account by
directing their agent (e.g., their bank, broker or trustee) to register the
shares directly in their name and having the agent deliver a certificate to
them or (ii) instructing their agent to transfer the shares to the
Administrator to be deposited into the Program for "share safekeeping" for
credit to the participant's account. See "Share Safekeeping and Insured
Certificate Mailings."


INVESTMENT DATES

The Program's "Investment Dates" generally will commence on (i) the
cash dividend payment date, (ii) a daily basis as investments are received by
the Administrator or (iii) in any event, a date not later than five business
days after such investment is received by the Administrator. Should an
Investment Date fall on a date where the New York Stock Exchange is not open,
the Investment Date will be on the next succeeding date on which the New York
Stock Exchange is open.

INITIAL INVESTMENTS AND OPTIONAL CASH INVESTMENTS

Initial investments, for those who are not shareholders of record, must
be at least $250, in the form of a personal check or money order, or
Automatic Investment of at least $25, and must be included with the completed
Initial Investment Form returned to the Administrator.

5

Participants may make optional cash investments by personal check or
automatic deduction from a bank account. Optional cash investments must be
at least $50 if by check, $25 if by automatic deduction from a bank account,
for any single investment and may not exceed $150,000 per year. There is no
obligation to make an optional cash investment at any time, and the amount of
such investments may vary from time to time.

Initial investments and optional cash investments received by the
Administrator will generally be invested on a daily basis as such investments
are received by the Administrator. In any event, such investments will be
invested not later than five business days after they are received by the
Administrator. Upon a participant's written request received by the
Administrator no later than two business days prior to the next Investment
Date, an initial investment or optional cash investment not already invested
under the Program will be canceled or returned to the participant, as
appropriate. However, no refund of a check or money order will be made until
the funds have been actually received by the Administrator. Accordingly, such
refunds may be delayed by up to three weeks. All initial investments and
optional cash investments are subject to collection by the Administrator for
full face value in U.S. funds.

NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.

INVESTMENT METHODS

Check Investment

Initial investments and optional cash investments may be made by
personal check or money order payable in U.S. dollars to "FCT-Wal-Mart."
Optional cash investments should be mailed to the Administrator together with
the Cash Investment Form attached to each statement of account sent to
participants. Additional Cash Investment Forms are available upon request
from the Administrator.

Automatic Investment

Participants may make monthly Automatic Investments of a specified
amount (not less than $25 per purchase nor more than $150,000 per year) by
electronic funds transfer from a predesignated U.S. bank account.

To initiate automatic monthly deductions, the participant must complete
and sign an Automatic Monthly Deduction Form and return it to the
Administrator together with a voided blank check or a savings deposit slip
for the account from which funds are to be drawn. Automatic Monthly
Deduction Forms may be obtained from the Administrator. Forms will be
processed and will become effective as promptly as practicable.

Once automatic monthly deduction is initiated, funds will be drawn from
the participant's designated bank account on either the first or the 15th day
of each month, or both (as chosen by the participant), or the next business
day if either the first or the 15th day is not a business day and will be
invested in Common Stock beginning on the next Investment Date.

Participants may change or terminate monthly Automatic Investments by
completing and submitting to the Administrator a new Automatic Monthly
Deduction Form. To be effective with respect to a particular Investment
Date, however, the new Automatic Monthly Deduction Form must be received by
the Administrator at least six business days preceding such Investment Date.

6

DIVIDEND OPTIONS

Reinvestment of Cash Dividends

Participants who hold 200 shares or less of Common Stock will have all
cash dividends reinvested in additional shares of Common Stock and will have
no right to have any portion of such dividends paid in cash unless they
affirmatively elect to receive cash dividends. Participants who hold more
than 200 shares of Common Stock may elect to reinvest all or a portion of
their cash dividends in additional shares of Common Stock by designating
their election on the Enrollment Authorization Form. Participants electing
partial reinvestment of cash dividends must designate the number of whole
shares for which they want to receive cash dividends. Dividends paid on all
other shares registered in the participant's name and/or held for the
participant under the Program will be reinvested in additional shares of
Common Stock.

Reinvestment levels for shareholders with more than 200 shares may be
changed from time to time as a participant desires by submitting a new
Enrollment Authorization Form to the Administrator. To be effective with
respect to a particular Common Stock dividend, any such change must be
received by the Administrator on or before the record date for such dividend.
The record date is usually about two weeks prior to the payment of the
dividend.

Once a participant elects reinvestment, cash dividends paid on all or
part of the shares of Common Stock registered in the participant's name
and/or held for the participant under the Program will be reinvested in
additional shares of Common Stock. If an eligible participant has specified
partial reinvestment, that portion of such dividend payment not being
reinvested will be sent to the participant by check in the usual manner.

Cash Dividends

Participants with more than 200 shares may elect to receive all or part
of their dividends in cash. A check for the full or partial dividend amount,
as appropriate, will be issued. Elections to receive dividends in cash may
be changed from time to time as a participant desires by submitting a new
Enrollment Authorization Form to the Administrator.

PARTICIPANTS MAY BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE
PURCHASE OF SHARES OF COMMON STOCK UNDER THE PROGRAM. SEE "SERVICE FEES."


WITHDRAWAL AND TERMINATION

A participant may withdraw from the Program at any time by giving
written or telephonic instructions to the Administrator. However, if the
request for withdrawal is received on or after a Record Date, the
Administrator, in its sole discretion, may either pay the dividend in cash or
reinvest it in shares of Common Stock under the Program. If such dividend is
reinvested, the Administrator may sell shares purchased and remit the
proceeds to the participant, less brokerage commissions, any administrative
fee and any other costs of the sale.

Any optional cash investments which had been sent to the Administrator
will be invested unless the return of the amount is expressly requested in
the request for withdrawal and the request is received by the Administrator
at least two business days prior to the Investment Date applicable to that
optional cash purchase.

Upon withdrawal from the Program, a certificate for the whole shares
held in the Program for the participant will be issued. Alternatively, a
participant may specify in the withdrawal notice that all or a portion of his
or her whole shares be sold. The Administrator will make the sale as
promptly as practicable after receipt of the withdrawal notice, and the
participant will receive a check for the proceeds, less an administrative fee
and related brokerage commissions.

7

Participants terminating participation in the Program will receive a
check for the cash value of any fractional share held in their Program
accounts. Fractions of shares will be valued at the then current market
price, less any administrative fee and related brokerage commissions.

If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed as
described above, and a check for the dividend will be mailed to the
participant.

No optional cash investments may be made after participation in the
Program has been terminated, unless and until the former participant rejoins
the Program which may be accomplished by complying with the enrollment
procedures. See "Enrollment Procedures."


SALE OF SHARES

Participants may request the Administrator to sell any number of whole
shares held in their Program accounts by giving written or telephonic
instructions acceptable to the Administrator. The Administrator will make
every effort to process an order on the day it is received, provided that
instructions are received before 1 p.m. Eastern time, on a business day when
the Administrator and the relevant securities market are open. The proceeds
of the sale, less applicable fees and commission, will be sent to the
participant promptly.

Participants have full control of their shares and can transfer or
dispose of them at any time. Participants may choose to sell shares held for
them by the Administrator through the broker of their choice. Participants
choosing to do so should write or call the Administrator. A certificate will
be issued and mailed to the participant or the participant's broker within
two business days of the Administrator's receipt of the request.

If instructions for the sale of all shares are received on or after an
ex-dividend date but before the related dividend payment date, the sale will
be processed as described above, and a check for the dividends will be mailed
to the participant. A request to sell all shares held in a participant's
account will be treated as a withdrawal from the Program. See "Withdrawal
and Termination."


SOURCE AND PRICE OF SHARES

At Wal-Mart's discretion, to fulfill Program requirements, shares of
Common Stock will be purchased by the Administrator either on the open market
or directly from Wal-Mart. Shares purchased by the Administrator on the open
market may be made on any stock exchange in the U.S. where the Common Stock
is traded, in the over-the-counter market, or by privately negotiated
transactions on such terms as the Administrator may reasonably determine at
the time of purchase. The price of shares purchased on the open market with
reinvested dividends will be the weighted average price of all shares
purchased with reinvested dividends for the relevant Investment Date. The
price of shares purchased on the open market with initial investments,
optional cash investments and monthly Automatic Investments will be the
weighted average price (including brokerage commissions and any other costs
of purchase) of all shares purchased with initial investments, optional cash
investments and monthly Automatic Investments for the relevant Investment
Date. The Administrator may also purchase shares from or sell shares to Wal-
Mart, to the extent Wal-Mart makes shares available either through original
issuances or shares held in treasury, or is willing to purchase shares. The
price of shares purchased from or sold to Wal-Mart will be the average of the
high and low sale prices of the Common Stock as reported on the New York
Stock Exchange consolidated tape on the relevant Investment Date. The
Administrator may commingle each participant's funds with those of other
participants for the purpose of executing purchases.

Shares purchased or sold for a participant with respect to a particular
Investment Date will be credited to the participant's account at the average
price per share of all shares purchased or sold, as appropriate, with respect
to that Investment Date.

8

The Administrator will make every effort to invest funds in Common
Stock as soon as practicable on or after each Investment Date. Shares
acquired in the open market or from private sources will be purchased as soon
as practicable by the Administrator beginning on the relevant Investment Date
and in any unforeseen circumstances, not later than 30 days after the
relevant Investment Date, except where and to the extent necessary under any
applicable federal securities laws or other government or stock exchange
regulations. See "Investment Dates." Shares acquired from Wal-Mart will be
purchased for participants' accounts as of the close of business on the
relevant Investment Date. Dividend and voting rights will commence upon
settlement, which is normally three business days after purchase whether from
Wal-Mart or any other source. Neither the Company nor any participant shall
have any authority or power to direct the time or price at which shares may
be purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.

SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS

At the time of enrollment in the Program, or at any later time,
participants may use the Program's "share safekeeping" service to deposit any
Common Stock certificates in their possession with the Administrator. Shares
deposited will be transferred into the name of the Administrator or its
nominee and credited to the participant's account under the Program.
Thereafter, such shares will be treated in the same manner as shares
purchased through the Program. By using the Program's share safekeeping
service, participants no longer bear the risk associated with loss, theft or
destruction of stock certificates. Also, because shares deposited with the
Administrator are treated in the same manner as shares purchased through the
Program, they may be transferred or sold through the Program in a convenient
and efficient manner. See "Withdrawal and Termination," "Sale of Shares" and
"Gift/Transfer of Shares."

To insure against loss resulting from mailing participants'
certificates to the Administrator, mail insurance is provided free of charge
for certificates valued at up to $25,000 when mailed first class, using the
brown, pre-addressed envelope provided by the Administrator. Certificates
sent to the Administrator should not be endorsed.

To be eligible for certificate mailing insurance, an individual
investor must observe the following guidelines. Certificates must be mailed
in brown, pre-addressed return envelopes supplied by the Administrator.
Certificates mailed to the Administrator will be insured for up to $25,000
current market value provided they are mailed first class. The Administrator
will promptly send the participant a statement confirming each deposit of
certificates. Individual investors must notify the Administrator of any
claim within thirty calendar days of the date the certificates were mailed.
To submit a claim, an individual investor must be a current participant or
the individual investor's loss must be incurred in connection with becoming a
participant.

In the latter case, the claimant must enroll in the Program at the time
the insurance claim is processed. The maximum insurance protection provided
to the participant is $25,000 and coverage is available only when the
certificate(s) are sent to the Administrator in accordance with the
guidelines described above.

Insurance covers the replacement of shares of Common Stock, but in no
way protects against any loss resulting from fluctuations in the value of
such shares from the time the individual mails the certificates until such
time as replacement can be effected.


GIFT/TRANSFER OF SHARES

Shareholders may transfer the ownership of some or all of their Program
shares or shares held in safekeeping by sending the Administrator written,
signed transfer instructions. Signatures must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee Program. A
Medallion Signature Guarantee is a signature guarantee by an institution such
as a commercial bank, trust company, securities broker/dealer, credit union,
or a savings institution participating in a Medallion Program approved by The
Securities Transfer Association, Inc. No other form of signature
verification can be accepted. Shares may be transferred to new or existing
shareholders.

9

SERVICE FEES

Each participant will be assessed an administrative fee and brokerage
commissions on purchases (other than dividend reinvestments) and sales of
shares for his or her account. The current administrative fees and brokerage
commissions are as follows: