CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE

EXHIBIT 3(a).3
--------------


CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

* * * * *


WAL-MART STORES, INC., a corporation organized and existing under and by
virtue of the General Corporation law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That at a meeting of the Board of Directors of WAL-MART STORES,
INC. resolutions were duly adopted setting forth a proposed amendment to the
Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended by changing the first paragraph of article Fourth thereof
so that, as amended, said paragraph shall be and read as follows:

"FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Eleven Billion, One
Hundred Million (11,100,000,000) shares, of which Eleven Billion
(11,000,000,000) shares shall be classified as Common Stock, of the par
value of 10c per share (herein called "Common Stock"), and of which One
Hundred Million (100,000,000) shares shall be classified as Preferred Stock
of the par value of 10c per share (herein called "Preferred Stock")."


SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of

Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, said WAL-MART STORES, INC. has caused this certificate
to be signed by Martin G. Gilbert, its Vice President and attested by Allison D.
Garrett, its Assistant Secretary, this 27th day of July, 1999.


By: /s/ Martin G. Gilbert
------------------------------------
Martin G. Gilbert, Vice President


Attest:


By: /s/ Allison D. Garrett
---------------------------------------
Allison D. Garrett, Assistant Secretary