OPINION OF HUGHES & LUCE, L.L.P.

EXHIBIT 5(a)

[Hughes & Luce, L.L.P. Letterhead]

September 4, 1998


Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716

Re: Registration Statement on Form S-8 for the Associate
Stock Purchase Plan of 1996

Ladies and Gentlemen:

We have acted as special counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of shares (the "Shares") of 45,000,000
shares of the Company's common stock, $.10 par value per share (the "Common
Stock"), which are subject to being acquired pursuant to the Wal-Mart Stores,
Inc. Associate Stock Purchase Plan of 1996 (the "Plan"). The Shares are being
registered pursuant to a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission on or about September 4, 1998 (the
"Registration Statement"). Such Shares may be issued and outstanding shares of
the Common Stock acquired on the open market pursuant to the Plan, or may be
newly issued Shares of the Common Stock.

In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.

Based on the foregoing, we are of the opinion that (1) if the Shares
are acquired through the Plan from the Company, the Shares will be, if and when
issued in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable, assuming the Company maintains an adequate number of authorized
but unissued shares of common stock available for such issuance, and further
assuming that the consideration actually received by the Company for the Shares
exceeds the par value thereof, and (2) if the shares are acquired through the
Plan on the open market, the Shares are validly issued, fully paid and
nonassessable.

We consent to the use of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Hughes & Luce, L.L.P.