BY-LAWS

                                       OF

                              WAL-MART STORES, INC.



                             AS AMENDED JUNE 3, 1993



                                 ---------------



                                   ARTICLE I



                                    OFFICES



       Section 1. The registered office of the Corporation shall be in the City

of Wilmington, County of New Castle, State of Delaware.



       Section 2. The Corporation may also have offices at such other places

both within and without the State of Delaware as the Board of Directors may from

time to time determine or the business of the Corporation may require.



                                   ARTICLE II



                             MEETING OF STOCKHOLDERS



       Section 1. All meetings of the stockholders shall be held in the City of

Bentonville, State of Arkansas, as such place and time as may be fixed by the

Board of Directors or at any other place as may be designated by the Board of

Directors and stated in the notice of the meeting.



       Section 2. Annual meetings of the stockholders for the election of

directors, commencing with the year 1970, shall be held on the last Tuesday of

April if not a legal holiday, and if a holiday, then on the next secular day

following, at 2:00 o'clock P.M., or at such other date and time as shall be

designated by the Board of Directors and stated in the notice of the meeting.



       Section 3. Notice of meeting of stockholders stating the time and place

and in the case of a special meeting the purposes thereof shall be given to each

stockholder entitled to vote at such meeting not less than ten nor more than

fifty days before the date of the meeting.



       Section 4. The officer who has charge of the stock ledger of the

Corporation shall prepare and make, at least ten days before every meeting of

stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least

ten days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of the

meeting, or, if not so specified, at the place where the meeting is to be held.

The list shall also be produced and kept at the time and place of the meeting

during the whole time thereof, and may be inspected by any stockholder who is

present.



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       Section 5. Special meetings of the stockholders, for any purpose or

purposes, may be called by the President and shall be called by the President or

Secretary at the request in writing of a majority of the Board of Directors.



       Section 6. The holders of a majority of the stock issued and outstanding

and entitled to vote thereat, present in person or represented by proxy, shall

constitute a quorum at all meetings of the stockholders for the transaction of

business, except as otherwise provided by statute or by the Certificate of

Incorporation. If, however, such quorum shall not be present or represented at

any meeting of the stockholders, the stockholders entitled to vote thereat,

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