Item 1.	(a) Name of Issuer.   Wal-Mart Stores, Inc.
	(b) Address of Issuer's Principal Executive Offices.   702 S.W. 8th Street Bentonville, Arkansas 72716
Item 2.	(a) Names of Persons Filing.   Helen R. Walton; S. Robson Walton; John T. Walton; Jim C. Walton; Alice L. Walton; and Helen R. Walton 1987 Nonqualified Charitable Remainder Trust
	(b) Address of Principal Business Offices, or, If none, Residences.   The principal business office of each person named in Item 2(a) above is 125 West Central, #218, Bentonville, Arkansas 72712.
	(c) Citizenship.   Each person filing this Schedule 13G is a citizen of the United States or a trust organized in the United States.
	(d) Title of Class of Securities.   Common Stock.
	(e) CUSIP Number.   931142-10-3
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether person filing is a:   Not applicable.

 

 

 

Item 4.	Ownership
	(a) Amount of Beneficially Owned.   See Schedule A hereto.
	(b) Percent of Class.   See Schedule A hereto.
	(c) Number of shares as to which each person filing this Schedule 13G has (i) sole power to vote or to direct the vote; (ii) shared power to vote or to direct the vote; (iii) sole power to dispose or to direct the disposition of; or (iv) shared power to dispose or to direct the disposition of.   See Schedule A. hereto.
Item 5.	Ownership of Five Percent or Less of a Class.   Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.   Not applicable.
Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.   Not applicable.
Item 8.	Identification and Classification of Members of the Group.   If a group has filed this Schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of this group:   The identity of each member of the group is disclosed on the cover pages attached hereto.
Item 9.	Notice of Dissolution of Group.   Not applicable.
Item 10.	Certification.   Not applicable.

 

February 8, 1999

Date

/s/Helen R. Walton                Helen R. Walton

/s/S. Robson Walton                 S. Robson Walton, individually and in his capacity as a cotrustee of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust

 

 

/s/John T. Walton         John T. Walton, individually and in his capacity as a cotrustee of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust

/s/Jim C. Walton             Jim C. Walton

/s/ Alice L. Walton           Alice L. Walton

 

 

 

 

 

 

 

Helen R. Walton disclaims beneficial ownership of the shares listed in (c) above. She also disclaims beneficial ownership of the shares listed in (b) above, except to the extent of her actual ownership interest in Walton Enterprises, L.P.

 

 

 

and S. Robson Walton, John T. Walton, and Ben F. Love, in their capacities as trustees of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, which is also a general partner in Walton Enterprises, L.P., (g) 4,119,338 shares held by the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, as to which S. Robson Walton, John T. Walton, and Ben F. Love, as co- trustees, share dispositive and voting power (such shares are also shown by the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust as having sole voting and dispositive power), (h) 95,015 shares representing shares covered by stock options exercisable by S. Robson Walton under the Wal-Mart Stock Option Plan of 1984, and (i) 26,327 shares held under the Wal-Mart Profit Sharing Plan for the benefit of S. Robson Walton.

 

 

 

Children's Trust, as to which John T. Walton, as a cotrustee thereof, shares voting and dispositive power with Alice L. Walton, the other cotrustee thereof, (d) 4,119,338 shares held by the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, as to which S. Robson Walton, John T. Walton, and Ben F. Love, as co-trustees, share dispositive and voting power (such shares are also shown by the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust as having sole voting and dispositive power), and (e) 847,873,240 shares held by Walton Enterprises, L.P., as to which John T. Walton, as general partner thereof, shares voting and dispositive power with Helen R. Walton, S. Robson Walton, Jim C. Walton, and Alice L. Walton, individually as general partners, and S. Robson Walton, John T. Walton, and Ben F. Love, in their capacities as trustees of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, which is also a general partner in Walton Enterprises, L.P.

 

 

 

represent (a) 3,309,330 shares held directly by Jim C. Walton, (b) 341,914 shares held by Jim C. Walton as guardian or custodian for certain minor children of his or held directly by certain minor children of his, (c) 847,873,240 shares held by Walton Enterprises, L.P., as to which Jim C. Walton, as a general partner thereof, shares voting and dispositive power with Helen R. Walton, S. Robson Walton, John T. Walton, and Alice L. Walton, individually as general partners, and S. Robson Walton, John T. Walton, and Ben F. Love, in their capacities as trustees of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, which is also a general partner in Walton Enterprises, L.P., (d) 905,316 shares held by Walton Investment Partnership, as to which Jim C. Walton, as trustee of certain trusts that are general partners thereof and that, in the aggregate, hold a majority interest therein, holds sole voting and dispositive power, and (e) 2,709,124 shares held by various trusts, as to which Jim C. Walton, as sole trustee thereof, holds sole voting and dispositive power.

 

 

 

5/ The number and percentage of shares of common stock in the table as beneficially owned by Alice L. Walton represent (a) 4,606,690 shares held directly by Alice L. Walton, (b) 113,920 shares held by the James M. Walton 1987 Trust, of which Alice L. Walton is the sole trustee, (c) 1,692 shares held by the Jim C. Walton Irrevocable Children's Trust, as to which Alice L. Walton, as a cotrustee thereof, shares voting and dispositive power with John T. Walton, the other cotrustee thereof, (d) 847,873,240 shares held by Walton Enterprises, L.P., as to which Alice L. Walton, as general partner thereof, shares voting and dispositive power with Helen R. Walton, S. Robson Walton, Jim C. Walton, and John T. Walton, individually as general partners, and S. Robson Walton, John T. Walton, and Ben F. Love, in their capacities as trustees of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, which is also a general partner in Walton Enterprises, L.P., and (e) 1,928,880 shares held by various trusts, as to which Alice L. Walton, as sole trustee thereof, holds sole voting and dispositive power.

 

 

 

 

6/ The number and percentage of shares of common stock shown in the table as beneficially owned by the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust represent (a) 4,119,338 shares held directly by the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust (such shares are also shown by S. Robson Walton and John T. Walton as having shared voting and dispositive powers in their capacity as co-trustees), and (b) 847,873,240 shares held by Walton Enterprises, L.P., as to which S. Robson Walton, John T. Walton, and Ben F. Love, as co-trustees of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, a general partner of Walton Enterprises, L.P., share voting and dispositive power with Helen R. Walton, S. Robson Walton, John T. Walton, Jim C. Walton, and Alice L. Walton, individually as general partners.

With respect to Walton Enterprises, L.P., dispositive and voting power over all of the shares held thereby is exercised by the general partners thereof.