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

As filed with the Securities and Exchange Commission on February 21, 1995.
File No. 33-56781

________________________________________________________________________________

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)

COPIES TO:

LYNNWOOD R. MOORE, JR. ALBERTO L. TORO SAMUEL SUSI
Conner & Winters, Fiddler Gonzalez & Rodriguez 1900 Glades Road
A Professional Corporation Chase Manhattan Bank Bldg., Suite 280
2400 First National Tower Fifth Floor Boca Raton, Florida 33431
Tulsa, Oklahoma 74103 254 Munoz Rivera Avenue (407) 394-0777
(918) 586-5711 Hato Rey, Puerto Rico 00918
(809) 753-3113

_____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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. [ ]

_______________________________

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, as amended, or until the Registration Statement
shall become effective on such a date as the Commission, acting pursuant to said
Section 8(a), may determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT A FINAL PROSPECTUS SUPPLEMENT+
+IS DELIVERED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL+
+NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR +
+SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER +
+SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION +
+UNDER THE SECURITIES LAWS OF ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++



SUBJECT TO COMPLETION, DATED FEBRUARY 21, 1995

PROSPECTUS
WAL-MART STORES, INC.

Guaranty of payment of up to

$43,473,608.75
of Principal of and Interest on
Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority,
Industrial Revenue Bonds, 1995 Series A
(Plaza Palma Real Project)

Puerto Rico Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority, a public corporation and governmental
instrumentality of the Commonwealth of Puerto Rico (the "Authority"), is
offering $43,450,000 in aggregate principal amount of Industrial Revenue
Bonds, 1995 Series A (Plaza Palma Real Project) (the "Bonds"), the proceeds
of which will be loaned to Palma Real Associates, S.E., a partnership formed
under the laws of the Commonwealth of Puerto Rico (the "Borrower"), to
finance the cost of the acquisition, construction, development and equipping
of a shopping center to be located in the Municipality of Humacao, Puerto
Rico (the "Project"). Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company")
will execute an unconditional guaranty (the "Guaranty") in the initial amount
of $43,473,608.75 in favor of the Authority with respect to a certain amount
of the indebtedness owed by the Borrower to the Authority. To secure the
indebtedness evidenced by the Bonds, the Authority will assign its rights
under the Guaranty to Banco Popular de Puerto Rico (the "Trustee") for the
benefit of the bondholders. At any time while the Bonds are outstanding, the
amount of the Guaranty may be less than the aggregate outstanding principal
amount of the Bonds and the accrued interest thereon. The Guaranty will be an
unsecured obligation of Wal-Mart and will rank on a parity with all other
unsecured and unsubordinated debt of, and all other unsecured guaranties of
the indebtedness of others by, Wal-Mart. At October 31, 1994, the Company had
outstanding unsecured and unsubordinated debt obligations in the aggregate
amount of approximately $10.1 billion and outstanding guaranties of the
indebtedness of certain affiliated partnerships of approximately $33 million.
The Guaranty may be subsequently reduced in part or completely eliminated
upon the Project's attainment of certain conditions that satisfy the criteria
prescribed by the Rating Agency. The Guaranty may also be substituted at any
time by another guaranty, a letter of credit or cash subject to the
fulfillment of certain conditions. See "Description of Guaranty -- Release or
Partial Release of Guaranty" and "-- Substitution of Guaranty."

(Cover page continued on following page.)

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.
________________________

PaineWebber Incorporated of Puerto Rico Smith Barney Inc.

________________________

The date of this Prospectus is _____________, 1995


































(Cover page continued)

The Bonds are limited obligations of the Authority and, except to the
extent payable from the Bond proceeds and income from the investments
thereof, are payable solely from and secured by a pledge of revenues derived
by the Authority under a Loan Agreement with the Borrower, primarily from
funds derived by the Borrower from the operation of the Project or otherwise
available to the Borrower, and from funds deposited with the Trustee under
the Trust Agreement (described herein), which funds will be used for the
timely payment (whether at maturity, upon redemption, acceleration or
otherwise) of the principal of, premium, if any, and interest on the Bonds.


The Bonds will be issued only as fully registered Bonds without coupons
in denominations of $5,000 and integral multiples thereof. Interest on the
Bonds will accrue at the rates described or set forth under "Description of
Bonds" from February 1, 1995 and will be payable monthly on the first day of
each month (subject to earlier redemption, acceleration or otherwise),
commencing on March 1, 1995. The principal of the Bonds is payable at the
corporate trust office of the Trustee, Hato Rey, Puerto Rico. The Bonds will
be subject to mandatory and optional redemption prior to maturity as more
fully described herein.

The Bonds are offered, subject to prior sale, when, as and if issued by
the Authority and accepted by the Underwriters, subject to the approval of
legality by Martinez Odell & Calabria, San Juan, Puerto Rico, counsel for the
Authority, and certain other conditions. It is expected that delivery of the
Bonds will be made on or about February 23, 1995, in San Juan, Puerto Rico,
against payment therefor.


AVAILABLE INFORMATION

Wal-Mart Stores, Inc. (the "Company" or "Wal-Mart"), 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 Room 1024, 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, 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.

Wal-Mart 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 Room 1024, 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, 1994;

2. The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1994;

3. The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1994, together with Amendment No. 1 thereto on Form 10-
Q/A dated July 27, 1994;

4. The Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1994, together with Amendment No. 1 thereto on Form
10-Q/A dated December 13, 1994; and

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5. 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 the offering of the
Guaranty.

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.

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WAL-MART STORES, INC.

Wal-Mart is one of the nation's largest retailers, measured in total
sales, and operates stores in 49 states, Canada and Puerto Rico. At October
31, 1994, the Company operated 1,983 discount department stores, 119
supercenter stores, 437 warehouse clubs, 81 warehouse outlets and four
hypermarkets in the United States and Puerto Rico and 122 discount department
stores in Canada. The average size of a Wal-Mart discount department store
is approximately 83,900 square feet and store sizes range generally from
30,000 to 210,000 square feet of building area. The Company's warehouse
clubs are primarily located in larger population centers and range in size
from 90,000 to 150,000 square feet of building area.

Through a joint venture with CIFRA, Mexico's largest retailer, Wal-Mart
also operated at October 31, 1994, 18 warehouse clubs, 19 discount stores,
three supermarkets, seven supercenter stores and five combination stores in
Mexico. Through a joint venture with Ek Chor Distribution System Company
Limited, an affiliate of the largest agro-industrial organization in Asia,
Wal-Mart operated three warehouse clubs in Hong Kong at October 31, 1994.
Additionally, through its subsidiary, McLane Company, Inc., Wal-Mart provides
products and distribution services to retail industry and institutional
foodservice customers.

The mailing address of the Company's principal executive offices is 702
S.W. 8th Street, Bentonville, Arkansas 72716, and its telephone number is
(501) 273-4000.

THE AUTHORITY

Puerto Rico Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority (the "Authority"), is a body corporate
and politic constituting a public corporation and governmental
instrumentality of the Commonwealth of Puerto Rico (the "Commonwealth"). The
Authority was created under Act No. 121 of June 27, 1977 of the Legislature
of the Commonwealth, as amended ("Act No. 121"), for the purpose of promoting
the economic development, health, welfare and safety of the citizens of the
Commonwealth. The Authority is authorized to borrow money through the
issuance of revenue bonds and to loan the proceeds thereof to finance the
acquisition, construction, development and equipping of industrial, tourist,
educational, medical and environmental control and solid waste disposal
facilities.

THE BORROWER

The proceeds from the sale of the Bonds will be loaned by the Authority
to Palma Real Associates, S.E., a partnership organized under the laws of the
Commonwealth of Puerto Rico (the "Borrower"), to provide for the financing
for the acquisition, construction, development and equipping of a retail
shopping center in Humacao, Puerto Rico (the "Project"). The partners of the
Borrower (and their corresponding partnership interests) are Wal-Mart Puerto
Rico, Inc. (1/3), Mark B. Davis (1/3), Mark H. Greene (1/6) and Luis Alberto
Rubi (1/6). The managing partner of the Borrower is Mark B. Davis. Under
the partnership agreement, the managing partner is responsible for the day-
to-day management of the Borrower. Wal-Mart Puerto Rico, Inc. has the right
under the partnership agreement to approve all management decisions of the
Borrower other than the day-to-day management decisions.


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The construction, development, leasing and management of the Project
will be administered on behalf of the Borrower by TJAC, Inc., an entity owned
by Mark B. Davis, Mark Greene and Luis Alberto Rubi who are partners of the
Borrower, which entity is experienced in administering the development,
construction, leasing and management of shopping centers in Puerto Rico.
TJAC, Inc. will receive fees from the Borrower for such services.

THE PROJECT

The Project will consist of a strip shopping center expected to contain
approximately 385,000 square feet of gross leasable area upon full
completion, which, as currently contemplated, will occur in two phases
(respectively, "Phase I" and "Phase II"). The Project includes a discount
department store, a supermarket, a theater and other retail space and four
out-parcels or land pads located in the Municipality of Humacao, Puerto Rico.
Phase I is currently expected to contain approximately 317,000 square feet of
gross leasable area, plus the four out-parcels or land pads. Phase II
currently is expected to contain approximately 68,000 square feet of gross
leasable area. To date, the Borrower has entered into lease agreements with
the following Phase I anchor tenants: Pueblo International, Inc., for a
Pueblo or Xtra supermarket; Theater Acquisitions of Puerto Rico, Inc., for a
multi-screen theater; The Pep Boys-Manny, Moe & Jack, for a Pep Boys auto
parts store and service center; and Wal-Mart Puerto Rico, Inc., for a
Wal-Mart store. Wal-Mart, the parent company of Wal-Mart Puerto Rico, Inc.,
will guaranty the payment and performance of its subsidiary's obligations
under its lease agreement with the Borrower. In addition to the spaces
available for the Phase I anchor tenants, Phase I of the Project will include
numerous individual tenant spaces and the four out-parcels or land pads.

Phase II of the Project is currently expected to include an as yet
unidentified junior department store as an additional anchor for the Project,
as well as additional non-anchor tenant spaces.

The shopping center, upon full completion of both Phase I and Phase II
as currently contemplated, is expected to be occupied approximately 61.97% by
the above-described Phase I anchor tenants (which are anticipated by the
Borrower to produce approximately 45% of the Project's projected base rental
revenues) and 38.03% by other tenants (plus the out-parcels or land-pads).
The spaces available for other tenants are expected to be leased to stores
providing retail, as well as service related uses. It is anticipated that
the Project (upon such full completion) will have over 2,500 parking spaces.

Portions of Phase I may be constructed in Phase II and portions of
Phase II may be constructed in Phase I. No assurance can be given that the
Project (either Phase I or Phase II) will be developed or leased as currently
contemplated, or at all. In addition, the Project and each of Phase I and II
may increase or decrease in size.



The total costs of acquiring, constructing, developing and equipping
the shopping center is estimated at approximately $40,117,096.25. Proceeds
from the sale of the Bonds will be

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applied toward the payment of these costs, as well as toward payment of
certain costs associated with the issuance of the Bonds and for funding the
Reserve Fund as described below. See "Use of Proceeds" and "Description of
the Bonds -- Reserve Fund."


After the Enhancement Amount (as defined under "Description of the
Guaranty -- Release or Partial Release of Guaranty") has been reduced to an
amount which is less than or equal to 25% of the then current Exposure Amount
(also as defined under "Description of the Guaranty --Release or Partial
Release of Guaranty") and upon compliance with certain other conditions set
forth in the Loan Agreement, the Borrower may sell or transfer any of the
out-parcels or land-pads of the Project. Upon any such sale or transfer,
such property will be released from, and will no longer be encumbered by, the
lien of the Security Agreements (as defined herein under "Description of the
Bonds -- Source of Payment and Security for the Bonds") and will no longer be
included in the Project. Fifty percent of the net proceeds from any such
sale or transfer of an out-parcel or land pad must be (i) utilized by the
Borrower to redeem the Bonds or (ii) deposited in the Reserve Fund (defined
below), at the election of the Borrower. See "Description of the Bonds --
Optional Redemption."

USE OF PROCEEDS

The Company will not receive any of the proceeds from, or any other
payments in connection with, the offer and sale of the Bonds or the issuance
of the Guaranty. The proceeds from the sale of the Bonds, excluding accrued
interest on the Bonds from February 1, 1995 to the Date of Issuance (as
defined under "Description of the Bonds -- Source of Payment and Security for
the Bonds"), will be loaned by the Authority to the Borrower pursuant to the
loan agreement dated as of February 1, 1995 (the "Loan Agreement"), between
the Borrower and the Authority and applied by the Borrower (together with
cash contributed by the Borrower) to: (i) pay the costs of the Project,
including the repayment of interim loans utilized to fund such costs to date
and interest on the Bonds up to the date of completion of the Project
(estimated to be approximately $40,117,096.25); (ii) deposit approximately
$2,029,403.75 to fund the Reserve Fund; (iii) pay the costs incurred in
connection with the issuance of the Bonds (estimated to be approximately
$869,000); and (iv) pay a fee to the Authority (estimated to be approximately
$434,500).

SELECTED FINANCIAL INFORMATION OF WAL-MART

The following is a summary of certain selected consolidated financial
information of the Company. This summary should be read in conjunction with
the related consolidated financial statements and notes thereto included or
incorporated by reference in the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1994 and Quarterly Report on Form 10-Q, as
amended, for the quarter ended October 31, 1994 incorporated herein by
reference. See "Incorporation of Certain Documents by Reference" in the
Prospectus. The information presented below for, and as of the end of, each
of the fiscal years in the five-year period ended January 31, 1994 (except
for numbers of stores, supercenters and warehouse clubs) is derived from the
consolidated financial statements of the Company, which financial statements
have been audited by Ernst & Young LLP, independent auditors. In the opinion
of the Company, the unaudited financial information presented for the nine
months ended October 31, 1993 and 1994 contains all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the
financial information included therein. Results for interim periods are not
necessarily indicative of results for the full year.


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