OPINION OF CONNER & WINTERS

[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]

March 28, 1996



Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716

Re: Federal Income Tax Consequences of the
Wal-Mart Stores, Inc. Shareholder Investment Program
----------------------------------------------------

Ladies and Gentlemen:

We have acted and will act as special counsel for Wal-Mart Stores,
Inc., a Delaware corporation (the "Company"), in connection with its
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission on March 26, 1996 (the "Registration Statement"). This opinion
relates to the accuracy of the federal income tax consequences discussed in the
Registration Statement.

For the purpose of rendering the opinion expressed herein, we have
examined such documents as we have deemed appropriate, including the
Registration Statement. In our examination of documents, we have assumed,
without any independent investigation or review thereof, that all documents
submitted to us as photocopies or telecopies faithfully reproduce the originals
thereof, that such originals are authentic, that all such documents have been or
will be duly authorized, executed and delivered to the extent required, that all
signatures are genuine and that all statements set forth in such documents are
accurate.

Based on our examination of the foregoing items, subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that the information in the prospectus included in the Registration
Statement regarding the federal income tax consequences of the Program (as
defined in the Registration Statement), to the extent it constitutes matters of
law or legal conclusions, is correct in all material respects.

CONNER & WINTERS

Wal-Mart Stores, Inc.
March 28, 1996
Page 2


In addition to the matters set forth above, this opinion is subject to
the following exceptions, limitations and qualifications:

1. Our opinion expressed herein is based upon our interpretation of
the existing provisions of the Internal Revenue Code of 1986, as amended, and
existing judicial decisions, administrative regulations and published revenue
rulings (including private letter rulings) and revenue procedures. Our opinion
is not binding upon the Internal Revenue Service or courts and there is no
assurance that the Internal Revenue Service will not challenge the conclusions
set forth herein. No assurance can be given that future legislative, judicial
or administrative changes, on either a prospective or retroactive basis, would
not adversely affect the accuracy of the conclusions stated herein. We
undertake no obligation to advise you of changes in law which may occur after
the date hereof.

2. Our opinion is limited to the United States federal income tax
matters addressed herein, and no other opinions are rendered with respect to any
other matter not specifically set forth in the foregoing opinion.

In the event any one of the statements, representations, or
assumptions we have relied upon to render this opinion is incorrect in a
material respect, our opinion might be adversely affected and may not be relied
upon.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

Very truly yours,

CONNER & WINTERS,
A Professional Corporation