Edgar Filing: WAL MART STORES INC

As filed with the Securities and Exchange Commission on July 24, 2001
Registration No. 333-64740

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------

PRE-EFFECTIVE
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 incorporation or organization) (IRS Employer Identification No.)

WAL-MART CAYMAN (EURO) FINANCE CO.
(Exact name of registrant as specified in its charter)

Cayman Islands Application Pending
-------------- -------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

WAL-MART CAYMAN (CANADIAN) FINANCE CO.
(Exact name of registrant as specified in its charter)

Cayman Islands Application Pending
-------------- -------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

WAL-MART CAYMAN (STERLING) FINANCE CO.
(Exact name of registrant as specified in its charter)

Cayman Islands Application Pending
-------------- -------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

____________________________________________

702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4000
(Address, including zip code, and telephone number,
including area code, of each Registrant's
principal executive offices)

_______________

ALLISON D. GARRETT, ESQ.
VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL
Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4505
(Name, address, and telephone number,
including area code, of agent for service)

______________

Copies to:
DUDLEY W. MURREY, ESQ. GLENN M. REITER, ESQ.
Hughes & Luce, L.L.P. Simpson Thacher & Bartlett
1717 Main Street, Suite 2800 425 Lexington Avenue
Dallas, Texas 75201 New York, New York 10017-3954
(214) 939-5500 (212) 455-2000

Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.

The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

NOTE

This Registration Statement contains two prospectuses to be used in
connection with offerings of the following securities:

The first prospectus relates to the offer and sale of debt securities of
Wal-Mart Stores, Inc. on a delayed basis pursuant to Rule 415.

The second prospectus relates to the offer and sale of debt securities of
one or more of the following wholly-owned subsidiaries of Wal-Mart Stores,
Inc.: Wal-Mart Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian)
Finance Co., and Wal-Mart Cayman (Sterling) Finance Co., the debt
securities to which the second prospectus relates will be unconditionally
and irrevocably guaranteed by Wal-Mart Stores, Inc. and will be offered and
sold on a delayed basis pursuant to Rule 415.

Under the shelf registration process, one or more of Wal-Mart Sores, Inc.,
Wal-Mart Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co., and
Wal-Mart Cayman (Sterling) Finance Co. may offer for sale and sell any
combination of the debt securities described in the two prospectuses in one or
more offerings, which offerings will have a total aggregate offering price of up
to $6,000,000,000.

This Registration Statement also includes a prospectus supplement
supplementing the first prospectus referred to above under which Wal-Mart
Stores, Inc. will offer and sell certain of the debt securities being registered
under this Registration Statement. The sale of these debt securities is
anticipated to occur shortly after this Registration Statement is declared
effective by the Securities and Exchange Commission.

********************************************************************************
* The information in this prospectus supplement and the attached prospectus *
* is not complete and may be changed. This prospectus supplement and the *
* attached prospectus is not an offer to sell these securities or our *
* solicitation of your offer to buy these securities, nor will we sell them or *
* accept your offer to buy then, in any state or other jurisdiction where that *
* would not be permitted or legal prior to registration or qualification in *
* that state or other jurisdiction. We may not sell these securities until the *
* registration statement filed with the Securities and Exchange Commission is *
* effective. *
********************************************************************************

Subject to Completion, July 24, 2001

PROSPECTUS SUPPLEMENT

(To prospectus dated July 24, 2001)

$3,000,000,000

Wal-Mart Stores, Inc.

$ ____________ ____% Notes Due 2003
$ ____________ ____% Notes Due 2006

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We are offering $____________ of our ____ % notes due 2003 and
$____________ of our ___% notes due 2006.

We will pay interest on July 31 and January 31 of each year, beginning on
January 31, 2002.

The notes will be our senior unsecured debt obligations, will not be
redeemable prior to maturity except in the case of a specified tax event, and
will not be convertible or exchangeable.

We expect to deliver the notes on or about July __, 2001 through the book-
entry facilities of The Depository Trust Company, Clearstream Banking or
Euroclear.

Public Underwriting Net Proceeds
Offering Price Discount to Wal-Mart
---------------- ---------------- ----------------

Per ____% note due 2003....................... ________% ________% ________%
Total......................................... $__________ $_________ $__________
Per ____% note due 2006....................... ________% ________% ________%
Total......................................... $__________ $_________ $__________

Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined that this prospectus supplement or the attached
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

Joint Book-running Lead Managers
Lehman Brothers Goldman, Sachs & Co.

July __, 2001

TABLE OF CONTENTS

Prospectus Supplement

Page
----

Wal-Mart Stores, Inc...................................................... S-3
Recent Develpment......................................................... S-3
Use of Proceeds of the Notes.............................................. S-4
Capitalization............................................................ S-5
Selected Financial Data................................................... S-6
Description of the Notes.................................................. S-7
Book-Entry Issuance....................................................... S-10
U.S. Federal Income Tax Consequences to Holders........................... S-12
Underwriting.............................................................. S-17
Validity of the Notes..................................................... S-18
General Information....................................................... S-18

Prospectus

Where You Can Find More Information....................................... 2
Special Note Regarding Forward-Looking Statements......................... 3
Wal-Mart Stores, Inc...................................................... 4
Ratio of Earnings to Fixed Charges........................................ 4
Use of Proceeds........................................................... 5
Description of the Debt Securities........................................ 5
Tax Consequences to Holders............................................... 11
Plan of Distribution...................................................... 11
Legal Matters............................................................. 12
Experts................................................................... 12

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

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the attached prospectus. No one has
been authorized to provide you with different information. If this prospectus
supplement is inconsistent with the attached prospectus, you should rely on this
prospectus supplement.

The notes are not being offered in any jurisdiction in which the offering
is not permitted.

This prospectus supplement and the attached prospectus may only be used in
connection with the offering of the notes.

S-2

WAL-MART STORES, INC.

We are the world's largest retailer as measured by total net sales for
fiscal 2001. Our total net sales exceeded $191 billion in fiscal 2001, over 83%
of which was generated in the United States. We operate mass merchandising
stores that serve our customers primarily through the operation of three
segments:

. Wal-Mart stores, which include our discount stores, Supercenters and
Neighborhood Markets in the United States;
. SAM'S Clubs, which include our warehouse membership clubs in the United
States; and
. the international segment of our business.

We currently operate in all 50 states of the United States, Argentina,
Brazil, Canada, Germany, Korea, Mexico, Puerto Rico, and the United Kingdom, and
in China under joint venture agreements. In addition, through our subsidiary,
McLane Company, Inc., we provide products and distribution services to retail
industry and institutional food service customers. As of June 30, 2001, we
operated in the United States:

. 1,682 Wal-Mart stores;
. 977 Supercenters;
. 22 Neighborhood Markets; and
. 486 SAM'S Clubs.

As of June 30, 2001, we also operated 176 Canadian Wal-Mart stores, 11
units in Argentina, 21 units in Brazil, 12 units in China, 93 units in Germany,
six units in Korea, 515 units in Mexico, 17 units in Puerto Rico and 245 units
in the United Kingdom. The units operated by our International Division
represent a variety of retail formats. As of June 30, 2001, we employed more
than 962,000 associates in the United States and 282,000 associates
internationally.

Wal-Mart Stores, Inc. is the parent company of a group of subsidiary
companies, including McLane Company, Inc., Wal-Mart.com, Inc., Wal-Mart de
Mexico, S.A. de C.V., Asda Group Limited, Sam's West, Inc., Sam's East, Inc.,
Wal-Mart Stores East, Inc., Sam's Property Co., Wal-Mart Property Co., Wal-Mart
Real Estate Business Trust, Sam's Real Estate Business Trust, Wares Delaware
Corporation and our finance subsidiaries, Wal-Mart Cayman (Euro) Finance Co.,
Wal-Mart Cayman (Canadian) Finance Co. and Wal-Mart Cayman (Sterling) Finance
Co. The information presented above relates to our operations and our
subsidiaries on a consolidated basis.

Wal-Mart Stores, Inc. was incorporated in the State of Delaware on October
31, 1969.

RECENT DEVELOPMENT

On July 23, 2001, we announced that we are acquiring all of the minority
interests in our subsidiary, Wal-Mart.com, Inc., including the interest in Wal-
Mart.com owned by Accel Partners. We are acquiring the minority interests to
permit the greater integration of our on-line program with our stores. Although
Wal-Mart.com will remain a separate business unit within Wal-Mart, our
management believes that the desired integration can best be achieved from

S-3

within one company. A reorganization resulting from the acquisition of the
minority interests will result in a charge to earnings for our fiscal quarter to
ending July 31, 2001 of approximately one cent per outstanding Wal-Mart share.

USE OF PROCEEDS OF THE NOTES

We estimate that the net proceeds from the sale of the notes will be
approximately $______________ after underwriting discounts and payment of
transaction expenses.

We will use these net proceeds to reduce our short-term commercial paper
debt, for the refinancing of our existing debt and for other general corporate
purposes.

S-4

CAPITALIZATION

The following table presents the consolidated capitalization of Wal-Mart
and its subsidiaries at April 30, 2001, and as adjusted to give effect to the
offering of the notes and the application of all of the estimated net proceeds
from the sale of the notes to reduce our short-term commercial paper debt.

April 30, 2001
--------------
Actual As Adjusted
------ -----------
(in millions)

Short-term debt
Commercial paper............................................................................. $ 3,554 $ 564
Long-term debt due within one year........................................................... 3,442 3,442
Obligations under capital leases due within one year......................................... 100 100
------- -------
Total short-term debt and capital lease obligations....................................... 7,096 4,106
------- -------
Long-term debt
Long-term debt............................................................................... 13,534 13,534
_____% notes due 2003....................................................................... -- _____
_____% notes due 2006....................................................................... -- _____
Long-term capital lease obligations.......................................................... 3,095 3,095
------- -------
Total long-term debt and capital lease obligations........................................ 16,629 19,629
------- -------
Shareholders' equity
Common stock ($0.10 par value; 11,000,000,000 shares authorized;
4,470,957,535 shares issued and outstanding)................................................. 447 447
Capital in excess of par value............................................................... 1,413 1,413
Retained earnings............................................................................ 31,236 31,236
Other accumulated comprehensive income....................................................... (1,132) (1,132)
------- -------
Total shareholders' equity................................................................ 31,964 31,964
------- -------
Total debt and capital lease obligations and shareholders' equity ....................... $55,689 $55,699
======= =======

We are permitted to issue an additional $3,000,000,000 of debt securities
under a registration statement of which the attached prospectus and this
prospectus supplement are a part. No limit exists on our ability to register
additional debt securities for sale in the future.

S-5

SELECTED FINANCIAL DATA

The following table presents selected financial data of Wal-Mart and its
subsidiaries for the periods specified.

Three Months
-----------------
Ended
-----
Fiscal Years Ended January 31, April 30,
------------------------------------------------ -----------------
1997 1998 1999 2000 2001 2000 2001
-------- -------- -------- -------- -------- ------- -------
(in millions) (unaudited)

Income Statement Data:
Net sales.............................................. $104,859 $117,958 $137,634 $165,013 $191,329 $42,985 $48,052
Non-interest expense................................... 100,456 112,796 131,088 156,704 181,805 40,983 45,993
Interest expense....................................... 845 784 797 1,022 1,374 330 352
Total expense.......................................... 101,301 113,580 131,885 157,726 183,179 41,313 46,345
Income before income taxes, minority
interest, equity in unconsolidated
subsidiaries and cumulative effect
of accounting change............................... 4,877 5,719 7,323 9,083 10,116 2,134 2,220
Net Income............................................. 3,056 3,526 4,430 5,377 6,295 1,326 1,380

As of
-----
As of January 31, April 30,
------------------------------------------------ -----------------
1997 1998 1999 2000 2001 2000 2001
-------- -------- -------- -------- -------- ------- -------
(in millions) (unaudited)

Balance Sheet Data:
Cash and cash equivalents.............................. $ 883 $ 1,447 $ 1,879 $ 1,856 $ 2,054 $ 1,360 $ 1,477
Inventories............................................ 15,897 16,497 17,076 19,793 21,442 20,971 22,748
Total current assets................................... 17,993 19,352 21,132 24,356 26,555 25,101 27,281
Net property, plant and equipment...................... 18,333 21,469 23,674 32,839 37,617 33,901 38,472
Net property under capital leases,
net goodwill and other acquired
intangible assets, and other assets
and deferred charges................................... 3,278 4,563 5,190 13,154 13,958 13,361 13,675
Total assets........................................... 39,604 45,384 49,996 70,349 78,130 72,363 79,428
Accounts payable....................................... 7,628 9,126 10,257 13,105 15,092 13,160 14,765
Commercial paper....................................... -- -- -- 3,323 2,286 4,759 3,554
Long-term debt due within one year..................... 523 1,039 900 1,964 4,234 2,127 3,442
Obligations under capital leases due within one year... 95 102 106 121 141 154 100
Total current liabilities.............................. 10,957 14,460 16,762 25,803 28,949 27,624 28,640
Long-term debt......................................... 7,709 7,191 6,908 13,672 12,501 12,778 13,534
Long-term obligations under capital leases............. 2,307 2,483 2,699 3,002 3,154 2,928 3,095
Total liabilities...................................... 22,461 26,881 28,884 44,515 46,787 45,222 47,464
Total shareholders' equity............................. 17,143 18,503 21,112 25,834 31,343 27,141 31,964
Total liabilities and shareholders' equity............. 39,604 45,384 49,996 70,349 78,130 72,363 79,428

See "Ratio of Earnings to Fixed Charges" in the attached prospectus for
information concerning the ratio of earnings to fixed charges for the periods
shown in the table above.

S-6

DESCRIPTION OF THE NOTES

The following description of the terms and conditions of the notes
supplements the more general terms and conditions of Wal-Mart's debt securities
contained in the attached prospectus.

The notes will be issued under the indenture and will be issued in
registered form without interest coupons in denominations of $1,000 and integral
multiples of $1,000. The notes will constitute our senior unsecured debt
obligations and will rank equally among themselves and with all of our existing
and future senior, unsecured and unsubordinated debt.

The ____% notes due 2003 will mature on July 31, 2003 at 100% of their
principal amount and will be initially issued in a total principal amount of
$______________. The ____% notes due 2006 will mature on July 31, 2003 at 100%
of their principal amount and will be initially issued in a total principal
amount of $______________.

We may, without the consent of the holders of the notes, create and issue
additional notes ranking equally with the notes that we are offering and
otherwise similar in all respects to the notes so that those additional notes
will be consolidated and form a single series with the notes that we are
offering. No additional notes may be issued if an event of default under the
indenture has occurred.

The notes will not be subject to a sinking fund and will not be redeemable
prior to maturity, except in the case of a tax event, as explained below. The
notes will not be convertible or exchangeable. We will pay principal of and
interest on the notes in U.S. dollars.

The notes will bear interest from July 31, 2001 at the annual interest rate
specified on the cover page of this prospectus supplement. Interest will be
payable semi-annually in arrears on July 31 and January 31 of each year,
beginning on January 31, 2002, to the person in whose name the note is
registered at the close of business on the preceding July 15 or January 15, as
the case may be. Interest on the notes will be computed on the basis of a 360-
day year of twelve 30-day months.

Notices to holders of the notes will be mailed to such holders and will
also be published in a leading daily newspaper in The City of New York and in
London. We expect that publication will be made in The City of New York in The
Wall Street Journal and in London in the Financial Times. Any notice shall be
deemed to have been given on the date of mailing and publication or, if
published more than once, on the date of first publication.

We recently entered into a new indenture to which we, the finance
subsidiaries and Bank One Trust Company, NA, as indenture trustee, and we are
the parties. The notes will be issued pursuant to and governed by this
indenture. The terms and conditions of the notes, including, among other
provisions, the covenants and events of defaults, differ from the terms and
conditions of other debt securities that we previously have offered and sold and
that remain outstanding. For example, the notes do not have the restriction on
liens covenant and cross-default event of default provision that is contained in
some of our outstanding debt securities.

Bank One Trust Company, NA is the trustee under the indenture governing the
notes and will also be the registrar and paying agent.

S-7

The indenture and the notes will be governed by New York law.

Same-Day Settlement and Payment

We will make all payments of principal and interest on the notes to The
Depository Trust Company ("DTC") in immediately available funds.

The notes will trade in same-day funds settlement system until maturity.
Purchases of notes in secondary market trading must be in immediately available
funds.

Payment of Additional Amounts

We will pay to the holder of any note who is a United States Alien, as
defined below, additional amounts as may be necessary so that every net payment
of principal and interest on that note, after deduction or withholding for or on
account of any present or future tax, assessment or other governmental charge
imposed upon that holder by the United States or any taxing authority thereof or
therein, will not be less than the amount provided in that note to be then due
and payable. We will not be required, however, to make any payment of additional
amounts for or on account of:

(a) any tax, assessment or other governmental charge that would
not have been imposed but for (1) the existence of any present or former
connection between that holder, or between a fiduciary, settlor,
beneficiary of, member or shareholder of, or possessor of a power over,
that holder, if that holder is an estate, trust, partnership or
corporation, and the United States including, without limitation, that
holder, or that fiduciary, settlor, beneficiary, member, shareholder or
possessor, being or having been a citizen or resident or treated as a
resident of the United States or being or having been engaged in trade or
business or present in the United States or (2) the presentation of a note
for payment on a date more than 30 days after the later of the date on
which that payment becomes due and payable and the date on which payment is
duly provided for;

(b) any estate, inheritance, gift, sales, transfer, excise,
personal property or similar tax, assessment or other governmental charge;

(c) any tax, assessment or other governmental charge imposed by
reason of that holder's past or present status as a passive foreign
investment company, a controlled foreign corporation, a personal holding
company or foreign personal holding company with respect to the United
States, or as a corporation which accumulates earnings to avoid United
States federal income tax;

(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payment of principal or interest
on that note;

(e) any tax, assessment or other governmental charge required to
be withheld by any paying agent from any payment of principal of or
interest on any note if that payment can be made without withholding by any
other paying agent;

S-8

(f) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connections with the United States of
the holder or beneficial owner of that note, if such compliance is required
by statute or by regulation of the U.S. Treasury Department as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;

(g) any tax, assessment or other governmental charge imposed on
interest received by (1) a 10% shareholder (as defined in Section
871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 and the regulations
that may be promulgated thereunder) of our company or (2) a controlled
foreign corporation with respect to our company within the meaning of the
Internal Revenue Code; or

(h) any combination of items (a), (b), (c), (d), (e), (f) and
(g);

nor will we pay any additional amounts to any holder who is a fiduciary or
partnership other than the sole beneficial owner of that note to the extent that
a beneficiary or settlor with respect to that fiduciary, or a member of that
partnership or a beneficial owner thereof would not have been entitled to the
payment of those additional amounts had that beneficiary, settlor, member or
beneficial owner been the holder of that note.

"United States Alien" means any corporation, partnership, individual or
fiduciary that is, as to the United States, a foreign corporation, a non-
resident alien individual who has not made a valid election to be treated as a
United States resident, a non-resident fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, as to the
United States, a foreign corporation, a non-resident alien individual or a non-
resident fiduciary of a foreign estate or trust.

Redemption upon a Tax Event

The notes may be redeemed at our option in whole, but not in part, on not
more than 60 days' and not less than 30 days' notice, at a redemption price
equal to 100% of their principal amount, if we determine that as a result of any
change or amendment to the laws, treaties, regulations or rulings of the United
States or any political subdivision or taxing authority thereof, or any proposed
change in such laws, treaties, regulations or rulings, or any change in the
official application, enforcement or interpretation of those laws, treaties,
regulations or rulings, including a holding by a court of competent jurisdiction
in the United States, or any other action, other than an action predicated on
law generally known on or before July __, 2001 except for proposals before the
Congress before that date, taken by any taxing authority or a court of competent
jurisdiction in the United States, or the official proposal of any action,
whether or not such action or proposal was taken or made with respect to us, (A)
we have or will become obligated to pay additional amounts as described under
"-- Payment of Additional Amounts" on any note of that series or (B) there is a
substantial possibility that we will be required to pay those additional
amounts. Prior to the publication of any notice of redemption, we will deliver
to the trustee (1)

S-9

an officers' certificate stating that we are entitled to effect a redemption and
setting forth a statement of facts showing that the conditions precedent to the
right of our company to so redeem have occurred and (2) an opinion of counsel to
that effect based on that statement of facts.

BOOK-ENTRY ISSUANCE

The notes will be represented by one or more global securities that will be
deposited with and registered in the name of DTC or its nominee. We will
not issue certificated securities to you for the notes, except in the limited
circumstances described below. Each global security will be issued to DTC,
which will keep a computerized record of its participants whose clients have
purchased the notes. Each participant will then keep a record of its clients.
Unless it is exchanged in whole or in part for a certificated security, a global
security may not be transferred. DTC, its nominees and their successors may,
however, transfer a global security as a whole to one another, and these
transfers are required to be recorded on our records or a register to be
maintained by the trustee.

Beneficial interests in a global security will be shown on, and transfers
of beneficial interests in the global security will be made only through,
records maintained by DTC and its participants. DTC has provided us with the
following information: DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the United States Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its direct
participants deposit with DTC. DTC also records the settlements among direct
participants of securities transactions, such as transfers and pledges, in
deposited securities through computerized records for direct participants'
accounts. This eliminates the need to exchange certificated securities. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.

DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
direct participant. The rules that apply to DTC and its participants are on
file with the SEC.

DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.

When you purchase notes through the DTC system, the purchases must be made
by or through a direct participant, which will receive credit for the notes on
DTC's records. When you actually purchase the notes, you will become their
beneficial owner. Your ownership interest will be recorded only on the direct
or indirect participants' records. DTC will have no knowledge of your
individual ownership of the notes. DTC's records will show only the identity of
the direct participants and the amount of the notes held by or through them.
You will not receive a written confirmation of your purchase or sale or any
periodic account statement directly

S-10

from DTC. You should instead receive these from your direct or indirect
participant. As a result, the direct or indirect participants are responsible
for keeping accurate account of the holdings of their customers. The trustee
will wire payments on the notes to DTC's nominee. The trustee and we will treat
DTC's nominee as the owner of each global security for all purposes.
Accordingly, the trustee, any paying agent and we will have no direct
responsibility or liability to pay amounts due on a global security to you or
any other beneficial owners in that global security. Any redemption notices will
be sent by us directly to DTC, which will, in turn, inform the direct
participants (or the indirect participants), which will then contact you as a
beneficial holder.

It is DTC's current practice, upon receipt of any payment of distributions
or liquidation amounts, to proportionately credit direct participants' accounts
on the payment date based on their holdings. In addition, it is DTC's current
practice to pass through any consenting or voting rights to such participants by
using an omnibus proxy. Those participants will, in turn, make payments to and
solicit votes from you, the ultimate owner of notes, based on their customary
practices. Payments to you will be the responsibility of the participants and
not of DTC, the trustee or our company.

Notes represented by one or more global securities will be exchangeable for
certificated securities with the same terms in authorized denominations only if:

. DTC is unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under applicable law, and a successor is
not appointed by us within 90 days; or

. we decide to discontinue the book-entry system.

If the global security is exchanged for certificated securities, the trustee
will keep the registration books for the notes at its corporate office and
follow customary practices and procedures regarding those certificated
securities.

Clearstream Banking and Euroclear

Links have been established among DTC, Clearstream Banking and Euroclear,
which are two European book-entry depositaries similar to DTC, to facilitate the
initial issuance of the notes sold outside of the United States and cross-market
transfers of the notes associated with secondary market trading.

Although DTC, Clearstream Banking and Euroclear have agreed to the
procedures provided below in order to facilitate transfers, they are under no
obligation to perform these procedures, and these procedures may be modified or
discontinued at any time.

Clearstream Banking and Euroclear will record the ownership interests of
their participants in much the same way as DTC, and DTC will record the total
ownership of each of the U.S. agents of Clearstream Banking and Euroclear, as
participants in DTC.

S-11

When notes are to be transferred from the account of a DTC participant to
the account of a Clearstream Banking participant or a Euroclear participant, the
purchaser must send instructions to Clearstream Banking or Euroclear through a
participant at least one day prior to settlement. Clearstream Banking or
Euroclear, as the case may be, will instruct its U.S. agent to receive notes
against payment. After settlement, Clearstream Banking or Euroclear will credit
its participant's account. Credit for the notes will appear on the next day
(European time).

Because settlement is taking place during New York business hours, DTC
participants will be able to employ their usual procedures for sending notes to
the relevant U.S. agent acting for the benefit of Clearstream Banking or
Euroclear participants. The sale proceeds will be available to the DTC seller
on the settlement date. As a result, to the DTC participant, a cross-market
transaction will settle no differently than a trade between two DTC
participants.

When a Clearstream Banking or Euroclear participant wishes to transfer
notes to a DTC participant, the seller will be required to send instructions to
Clearstream Banking or Euroclear through a participant at least one business day
prior to settlement. In these cases, Clearstream Banking or Euroclear will
instruct its U.S. agent to transfer these notes against payment for them. The
payment will then be reflected in the account of the Clearstream Banking or
Euroclear participant the following day, with the proceeds back-valued to the
value date, which would be the preceding day, when settlement occurs in New
York. If settlement is not completed on the intended value date, that is, the
trade fails, proceeds credited to the Clearstream Banking or Euroclear
participant's account will instead be valued as of the actual settlement date.

U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS

The following is a discussion of material U.S. federal income tax
consequences of the ownership of notes as of the date of this prospectus
supplement for beneficial owners of notes that purchase the notes at their
"issue price" on the issue date in connection with this offering. Except where
noted, this discussion deals only with notes held as capital assets and does not
deal with special situations. For example, this discussion does not address:

. tax consequences to holders who may be subject to special tax
treatment, such as dealers in securities or currencies, financial
institutions, tax-exempt entities, traders in securities that elect to
use a mark-to-market method of accounting for their securities
holdings, corporations that accumulate earnings to avoid federal
income tax, insurance companies, or, in some cases, an expatriate of
the United States or a nonresident alien individual who has made a
valid election to be treated as a United States resident;

. tax consequences to persons holding notes as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle;

. tax consequences to U.S. holders of notes whose "functional currency"
is not the U.S. dollar;

S-12

. tax consequences to holders of notes that are "controlled foreign
corporations," "passive foreign investment companies" or "foreign
personal holding companies;"

. alternative minimum tax consequences, if any; or

. any state, local or foreign tax consequences.

If a partnership or an entity treated as a partnership for U.S. federal
income tax purposes holds any of the notes, the tax treatment of a partner or an
equity interest owner of such other entity will generally depend upon the status
of the person and the activities of the partnership or other entity treated as a
partnership. If you are a partner of a partnership or an equity interest owner
of another entity treated as a partnership holding any of the notes, you should
consult your tax advisors.

The discussion below is based upon the provisions of the U.S. Internal
Revenue Code of 1986, as amended, and regulations, rulings and judicial
decisions as of the date of this prospectus supplement. Those authorities may
be changed, perhaps retroactively, so as to result in U.S. federal income tax
consequences different from those discussed below.

You should consult your own tax advisors concerning the U.S. federal income
tax consequences to you and any consequences arising under the laws of any other
taxing jurisdiction.

Consequences to United States Holders

The following is a discussion of material U.S. federal tax consequences
that will apply to you if you are a United States holder of notes.

"United States holder" means a beneficial owner of a note that is:

. a citizen or resident of the United States;

. a corporation or partnership created or organized in or under the laws
of the United States or any political subdivision of the United
States;

. an estate, the income of which is subject to U.S. federal income
taxation regardless of its source; or

. a trust that (1) is subject to the primary supervision of a court
within the United States and the control of one or more U.S. persons
or (2) has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person.

Payments of Interest

S-13

Interest on a note will generally be taxable to you as ordinary income at
the time it is paid or accrued in accordance with your method of accounting for
tax purposes.

Sale, Exchange and Retirement of Notes

Your tax basis in a note will, in general, be your cost for that note
reduced by any cash payments on that note other than qualified stated interest.
Upon the sale, exchange, retirement or other disposition of a note, you will
recognize gain or loss equal to the difference between the amount you realize
upon the sale, exchange, retirement or other disposition (less an amount equal
to any accrued stated interest that you did not previously include in income,
which will be taxable as ordinary income) and your adjusted tax basis in the
note. That gain or loss will be capital gain or loss. Capital gains of
individuals derived in respect of capital assets held for more than one year are
eligible for reduced rates of taxation. The deductibility of capital losses is
subject to limitations.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain
payments of principal and interest paid on the notes and to the proceeds of sale
of the notes made to you unless you are an exempt recipient (such as a
corporation). A backup withholding tax of 30% for payments during 2002 and 2003,
(declining to 29% in 2004 and 2005, and 28% in 2006 and thereafter) will apply
to such payments if you fail to provide a correct taxpayer identification number
or certification of foreign or other exempt status or fail to report in full
dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is timely furnished to the IRS.

Consequences to Non-United States Holders

The following is a discussion of the material U.S. federal income and
estate tax consequences that generally will apply to you if you are a non-United
States holder of notes. A non-United States holder is a holder other than a
United States holder.

U.S. Federal Withholding Tax

The 30% U.S. federal withholding tax will not apply to any payment of
principal of or interest on the notes, provided that:

. you do not actually or constructively own 10% or more of the total
combined voting power of all classes of our voting stock within the
meaning of Section 871(h)(3) of the Internal Revenue Code and related
U.S. Treasury regulations;

. you are not a controlled foreign corporation that is related to us
through stock ownership;

. you are not a bank whose receipt of interest on the notes is described
in Section 881(c)(3)(A) of the Internal Revenue Code; and

S-14

. (1) you provide your name and address on an IRS Form W-8BEN (or
successor form), and certify, under penalty of perjury, that you are
not a U.S. person or (2) you hold your notes through certain foreign
intermediaries, and you satisfy the certification requirements of
applicable U.S. Treasury regulations. Special certification rules
apply to certain non-United States holders that are entities rather
than individuals.

If you cannot satisfy the requirements described above, payments of
interest made to you will be subject to the 30% U.S. federal withholding tax,
unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor
form) claiming an exemption from or reduction in the rate of withholding under
the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or successor
form) stating that interest paid on the notes is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in
the United States.

The 30% U.S. federal withholding tax generally will not apply to any gain
that you realize on the sale, exchange, retirement or other disposition of the
note.

U.S. Federal Estate Tax

Your estate will not be subject to U.S. federal estate tax on the notes
beneficially owned by you at the time of your death, provided that (1) you do
not own, within the meaning of the Internal Revenue Code and the U.S. Treasury
regulations, 10% or more of the total combined voting power of those classes of
our voting stock and (2) interest on the notes would not have been, if received
at the time of your death, effectively connected with the conduct by you of a
trade or business in the United States.

U.S. Federal Income Tax

If you are engaged in a trade or business in the United States and interest
on the notes is effectively connected with the conduct of that trade or
business, you will be subject to U.S. federal income tax on that interest on a
net income basis (although exempt from the 30% withholding tax) in the same
manner as if you were a U.S. person as defined under the Internal Revenue Code.
In addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% (or lower applicable treaty rate) of your earnings and
profits for the taxable year, subject to adjustments, that are effectively
connected with the conduct by you of a trade or business in the United States.
For this purpose, interest on notes will be included in your earnings and
profits.

Any gain or income realized on the disposition of a note generally will not
be subject to U.S. federal income tax unless (1) that gain or income is
effectively connected with the conduct of a trade or business in the United
States by you, or (2) in the case of gain, you are an individual who is present
in the United States for 183 days or more in the taxable year of that
disposition and certain other conditions are met.

Information Reporting and Backup Withholding

S-15

Under U.S. Treasury regulations, in general, information reporting and
backup withholding will not apply to payments that we make or any of our paying
agents (in its capacity as such) makes to you if you have provided the required
certification that you are a non-United States holder as described above and
provided that neither we nor any of our paying agents has actual knowledge that
you are a United States holder (as described above).

In addition, you will not be subject to backup withholding and information
reporting with respect to the proceeds of the sale of a note within the United
States or conducted through certain U.S.-related financial intermediaries, if
the payor receives the statement described above and does not have actual
knowledge that you are a U.S. person, as defined under the Internal Revenue
Code, or you otherwise establish an exemption.

S-16

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting
agreement, we have agreed to sell to the underwriters named below, severally and
not jointly, the principal amount of the notes set forth opposite their
respective names:

Principal Principal
Amount of Amount of
Underwriter __% Notes due 2003 ___% Notes due 2006
----------- ------------------ -------------------
Lehman Brothers Inc.............. $ $
Goldman, Sachs & Co..............
------------------ -------------------
Total.......................... $ - $
================== ===================

The underwriters have advised us that they propose to offer the notes to
the public initially at the public offering prices set forth on the cover page
of this prospectus supplement. The underwriters may also offer notes to dealers
at that price less concessions not in excess of ___% of the principal amount of
the ___% notes due 2003, and ____% of the principal amount of the ____% notes
due 2006. The underwriters may allow, and these dealers may reallow, a
concession to other dealers not in excess of ____% of the principal amount of
the ____% notes due 2003, and ____% of the principal amount of the ____% notes
due 2006. After the initial public offering of the notes is completed, the
public offering prices and these concessions may be changed.

In connection with the offering, SEC rules permit the underwriters to
engage in certain transactions that stabilize the price of the notes. These
transactions may consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the notes. If the underwriters create a short
position in the notes in connection with the offering by selling a larger
principal amount of notes than as set forth on the cover page of this prospectus
supplement, the underwriters may reduce that short position by purchasing notes
in the open market. In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might otherwise be in the absence of such
purchases. Neither the underwriters nor we can make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the notes. In addition, neither the
underwriters nor we make any representation that the underwriters will engage in
such transactions, or that such transactions, once begun, will not be
discontinued without notice. Lehman Brothers Inc. will act as stabilization
manager for the offering of the notes.

Some of the underwriters and their affiliates may from time to time in the
ordinary course of business provide, and have provided in the past, investment
or commercial banking services to us and our affiliates. Banc One Capital
Markets, Inc. and Bank One Trust Company, the indenture trustee, are each
wholly-owned subsidiaries of Bank One Corporation.

We will pay transaction expenses, estimated to be approximately $_____,
relating to the offering of the notes in addition to the underwriting discounts
appearing on the cover page of this prospectus supplement.

S-17

We have agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.

Each underwriter has represented and agreed that (1) it has not offered or
sold and prior to the date six months after the date of issue of the notes will
not offer or sell notes in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investment as principal or agent for the purposes of their businesses or
otherwise in circumstances that have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the public
offers of Securities Regulations 1995; (2) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the notes in, from or otherwise involving the
United Kingdom; and (3) it has only issued or passed on, and will only issue or
pass on, in the United Kingdom any document received by it in connection with
the issue of the notes to a person who is of a kind described in Article 11(3)
of the Financial Services Act 1986 (investment Advertisement)(Exemptions) Order
1996 (as amended) or is a person to whom the document may otherwise lawfully be
issued or passed on.

The notes may not be offered, sold, transferred or delivered in or from The
Netherlands, as part of their initial distribution or as party of any
re-offering, and neither this prospectus supplement and the attached prospectus
nor any other document in respect of the offering may be distributed or
circulated in The Netherlands, other than to individuals or legal entities which
include, but are not limited to, banks, brokers, dealers, institutional
investors and undertakings with a treasury department, who or which trade or
invest in securities in the conduct of a business or profession.

Each underwriter has acknowledged and agreed that the notes have not been
registered under the Securities and Exchange Law of Japan and are not being
offered or sold and may not be offered or sold, directly or indirectly, in Japan
or to or for the account of any resident of Japan, except (i) pursuant to an
exemption from the registration requirements of the securities and Exchange Law
of Japan and (ii) in compliance with any other applicable requirements of
Japanese law.

VALIDITY OF THE NOTES

The validity of the notes will be passed on for us by Hughes & Luce,
L.L.P., Dallas, Texas, and for the underwriters by Simpson Thacher & Bartlett,
New York, New York.

GENERAL INFORMATION

Except as disclosed in the prospectus supplement or the attached
prospectus, including the documents incorporated by reference, there has been no
material adverse change in our financial position since April 30, 2001.

Our independent auditors are Ernst & Young LLP, Tulsa, Oklahoma.

The notes have been accepted for clearance through DTC, Clearstream Banking
and Euroclear and have been assigned the following identification numbers:

CUSIP Number ISIN Number Common Code
------------ ----------- -----------
____% notes due 2003
____% notes due 2006

S-18

PROSPECTUS

WAL-MART STORES, INC.

$6,000,000,000

DEBT SECURITIES

This prospectus forms part of a shelf registration statement that we and
several of our subsidiaries filed with the Securities and Exchange Commission.
We may use that registration statement to offer and sell, in one or more
offerings at various times, up to a total of $6,000,000,000 of our debt
securities. As described in a separate prospectus contained in that registration
statement, that registration statement also registers the offer and sale of debt
securities by three of our finance subsidiaries, Wal-Mart Cayman (Euro) Finance
Co., Wal-Mart Cayman (Canadian) Finance Co. and Wal-Mart Cayman (Sterling)
Finance Co. The offer and sale of debt securities by one or more of those
subsidiaries under that separate prospectus and any related prospectus
supplements will reduce the amount of debt securities that we can offer and sell
under this prospectus.

We may offer and sell debt securities in different series that have
different terms and conditions. This prospectus provides you with a general
description of certain material terms of those debt securities. When we sell a
particular series of the debt securities, we will provide a prospectus
supplement describing the specific terms and conditions of that series of debt
securities, including:

. the public offering price;

. the maturity date;

. the interest rate or rates, which may be fixed or variable;

. the times for payment of principal, interest and any premium; and

. any redemption provisions of the debt securities in the series.

The prospectus supplement may also contain important information about U.S.
federal income tax consequences and, in certain circumstances, consequences
under other countries' tax laws to which you may become subject if you acquire
the debt securities being offered by that prospectus supplement. The prospectus
supplement may also update or change information contained in this prospectus.

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.

You should read carefully both this prospectus and any prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information" before making your investment decision.

We maintain our principal executive offices at:

702 S.W. 8/th/ Street, Mail Stop 0290
Bentonville, Arkansas 72716
Telephone: (501) 273-4000.

Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The date of this Prospectus is July 24, 2001.

TABLE OF CONTENTS

Page
----

Where You Can Find More Information.................................... 2
Special Note Regarding Forward-Looking Statements...................... 3
Wal-Mart Stores, Inc................................................... 4
Ratio of Earnings to Fixed Charges..................................... 4
Use of Proceeds........................................................ 5
Description of the Debt Securities..................................... 5
Tax Consequences to Holders............................................ 11
Plan of Distribution................................................... 11
Legal Matters.......................................................... 12
Experts................................................................ 12

You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. We
have not authorized anyone to provide you with different information.

We are not offering the debt securities in any jurisdiction in which the
offer is not permitted.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Instead of repeating the information that we have
already filed with the SEC, the SEC allows us to "incorporate by reference" in
this prospectus information contained in documents we have filed with the SEC.
Those documents form an important part of this prospectus. Any documents that we
file with the SEC in the future will also be considered to be part of this
prospectus and will automatically update and supersede the information contained
in this prospectus.

We incorporate by reference in this prospectus the documents listed below
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we complete or terminate the
offering of debt securities by this prospectus.

. Wal-Mart's Annual Report on Form 10-K for its fiscal year ended
January 31, 2001, as amended.
. Wal-Mart's Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 2001.
. Wal-Mart's Current Report on Form 8-K dated May 9, 2001.

As allowed by the SEC's rules, we have not included in this prospectus all
of the information that is included in the registration statement. At your
request we will provide you, free of charge, with a copy of the registration
statement, any of the exhibits to the registration statement or a copy of any
other information we have incorporated by reference into the registration
statement. If you want more information, write in care of or call:

Allison D. Garrett, Esq.
Vice President and Assistant General Counsel
Wal-Mart Stores, Inc.
Corporate Offices
702 S.W. 8/th/ Street, Mail Stop 0290
Bentonville, Arkansas 72716
Telephone: (501) 273-4505

You may also obtain a copy of any filing we have made with the SEC directly
from the SEC. You may either:

. read and copy any materials we file with the SEC at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 and
at its offices in New York, New York at 7 World Trade Center, Suite
1300, New York, New York 10048, and Chicago, Illinois at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511; or

. visit the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements and other information
regarding issuers that file electronically.

You can obtain more information about the SEC's public reference room by
calling the SEC at 1-800-SEC-0330.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates by reference certain statements
that may be deemed to be "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may
be included, for example, under "Wal-Mart Stores, Inc." and "Use of Proceeds,"
and in certain portions of our reports and other information incorporated in
this prospectus by reference. These forward-looking statements may include
statements that address activities, events or developments that we expect or
anticipate will or may occur in the future, including:

. future capital expenditures, including the amount and nature of those
expenditures;

. expansion and other development trends of industry segments in which
we and our subsidiaries are active;

. our business strategy;

. our financing strategy;

. expansion and growth of our business; and

. operations and other similar matters.

Although we believe the expectations expressed in the forward-looking statements
are based on reasonable assumptions within the bounds of our knowledge of our
business, a number of factors could cause actual results to differ materially
from those expressed in any forward-looking statements, whether oral or written,
made by us or on our behalf. Many of these factors have previously been
identified in filings or statements made by us or on our behalf.

Our business operations are subject to factors outside our control. Any
one, or a combination, of these factors could materially affect our financial
performance. These factors include:

. the costs of goods;

. the cost of electricity and other energy requirements;

. competitive pressures;

. inflation;

. consumer debt levels;

. currency exchange fluctuations;

. trade restrictions;

. changes in tariff and freight rates;

. unemployment levels;

. interest rate fluctuations; and

. other capital market and economic conditions.

Forward-looking statements that we make or that are made by others on our
behalf are based on a knowledge of our business and the environment in which we
operate, but because of the factors listed above, actual results may differ from
those in the forward-looking statements. Consequently, all of the
forward-looking statements made are qualified by these cautionary statements. We
cannot assure you that the actual results or developments anticipated by us will
be realized or, even if substantially realized, that they will have the expected
consequences to or effects

on us or on our business or operations. Prospective investors are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of their dates. We assume no obligation to update any of the forward-looking
statements.

WAL-MART STORES, INC.

. Wal-Mart stores, which include our discount stores, Supercenters and
Neighborhood Markets in the United States;
. SAM'S Clubs, which include our warehouse membership clubs in the
United States; and
. the international segment of our business.

. 1,682 Wal-Mart stores;
. 977 Supercenters;
. 22 Neighborhood Markets; and
. 486 SAM'S Clubs.

Wal-Mart Stores, Inc. is the parent company of a group of subsidiary
companies, including McLane Company, Inc., Wal-Mart.com, Inc., Wal-Mart de
Mexico, S.A. de C.V., Asda Group Limited, Sam's West, Inc., Sam's East, Inc.,
Wal-Mart Stores East, Inc., Sam's Property Co., Wal-Mart Property Co., Wal-Mart
Real Estate Business Trust, Sam's Real Estate Business Trust, Wares Delaware
Corporation and the finance subsidiaries. The information presented above
relates to our operations and our subsidiaries on a consolidated basis.

Wal-Mart Stores, Inc. was incorporated in the State of Delaware on
October 31, 1969.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to fixed charges,
for the periods indicated:

Three Months Ended
Year Ended January 31, April 30,
--------------------------------------------------------------------------- ------------------------------------

1997 1998 1999 2000 2001 2000 2001
---- ---- ---- ---- ---- ---- ----
4.59x 5.33x 6.24x 6.76x 5.54x 5.47x 4.87x

For the purpose of computing our ratios of earnings to fixed charges, we
have defined "earnings" to mean our earnings before income taxes and fixed
charges, excluding capitalized interest and earnings attributable to minority
interests owned by others in our subsidiaries.

We have also defined "fixed charges" to mean:

. the interest that we pay; plus

. the capitalized interest that we show on our accounting records; plus

. the portion of the rental expense for real and personal property that
we believe represents the interest factor in those rentals.

We have not disclosed ratios of earnings to fixed charges and preferred
stock dividends because we do not have any shares of preferred stock
outstanding.

USE OF PROCEEDS

Except as we otherwise specifically describe in an applicable prospectus
supplement, we will use the net proceeds from the sale of the debt securities:

. to repay the short-term borrowings that we have incurred for corporate
purposes, including to finance capital expenditures such as the
purchase of land and construction of stores and other facilities;

. to repay short-term borrowings that we have incurred to acquire other
companies and assets; and

. to meet our other general working capital requirements.

Before we apply the net proceeds to one or more of these uses, we may invest
those net proceeds in short-term marketable securities.

We may also incur from time to time additional debt other than through the
offering of debt securities under this prospectus.

DESCRIPTION OF THE DEBT SECURITIES

We will issue the debt securities in one or more series under an indenture,
dated as of July 5, 2001, among three of our finance subsidiaries, Wal-Mart
Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co., and Wal-Mart
Cayman (Sterling) Finance Co. (collectively, the "finance subsidiaries") Bank
One Trust Company, NA, as the indenture trustee, and us.

The indenture is a contract between us, the finance subsidiaries and the
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if an "event of default," as that term is described below,
occurs under the indenture in relation to debt securities we have issued.
Second, the trustee performs certain administrative duties for us.

We have summarized below material provisions of the debt securities that we
will offer and sell pursuant to this prospectus and material provisions of the
indenture. However, you should understand that this is only a summary. We have
not described all of the provisions of the indenture. We have filed the
indenture with the SEC, and we suggest that you read the indenture. We are
incorporating by reference the provisions of the indenture referred to in the
following summary, whether by reference to articles, sections or defined terms.
The following summary is qualified in its entirety by those provisions of the
indenture.

We will describe the particular terms and conditions of any series of debt
securities offered in the applicable prospectus supplement. The prospectus
supplement, which we will file with the SEC, may or may not modify the general
terms found in this prospectus. For a complete description of any series of debt
securities, you should read both this prospectus and the prospectus supplement
relating to that series of debt securities.

General

As a holder of debt securities issued under the indenture, you will be one
of our unsecured creditors and will have a right to payment equal to that of our
other unsecured creditors.

The debt securities offered by this prospectus, when aggregated with the
debt securities offered by the finance subsidiaries through the separate
prospectus filed under the registration statement of which this prospectus is a
part, will be limited to a total of $6,000,000,000, or the equivalent amount in
any non-U.S. currency. The indenture, however, does not limit the amount of debt
securities that may be issued under it and provides that debt securities may be
issued under it from time to time in one or more series.

With respect to each particular series of debt securities that we offer by
this prospectus, the prospectus supplement will describe the following terms of
each series of debt securities:

. the title of the series;

. the maximum aggregate principal amount, if any, established for
debt securities of the series;

. the maximum aggregate initial public offering price, if any,
established for the debt securities of the series;

. the priority of payment, if any, established for the debt
securities of the series;

. the date or dates on which the principal will be paid;

. the conditions pursuant to which and the times at which any
premium on the debt securities of the series will be paid;

. the annual rate or rates, if any, which may be fixed or variable,
at which the debt securities of the series shall bear interest,
or the method or methods by which the rate or rates, if any, at
which the debt securities of the series shall bear interest may
be determined;

. the date or dates from which interest, if any, shall accrue;

. the dates on which any accrued interest shall be payable and the
record dates for the interest payment dates;

. the percentage of the principal amount at which the debt
securities of the series will be issued, and if less than face
amount, the portion of the principal amount that will be payable
upon acceleration of those debt securities' maturity or at the
time of any prepayment of those debt securities or the method for
determining that amount;

. whether we may prepay the debt securities of the series in whole
or part and, if so, the time or times at which any such
prepayment may be made, whether the prepayment may be made in
whole or may be made in part from time to time and the terms and
conditions on which such prepayment may be made, including the
obligation to pay any premium or any other make-whole amount in
connection with any prepayment;

. the office or offices or agency where the debt securities of the
series may be presented for registration of transfer or exchange;

. the place or places where the principal of, premium, if any, and
interest, if any, on debt securities of the series will be paid;

. whether we will have the right to redeem or repurchase the debt
securities of the series, in whole or in part, at our option,
when those redemptions or repurchases may be made, the redemption
or repurchase price or the method or methods for determining the
redemption or repurchase price, and any other terms and
conditions relating to any such redemption or repurchase by us;

. whether, when, on what terms and at whose option we will be
obligated to redeem or repurchase the debt securities of the
series in whole or part at any time pursuant to any sinking fund
or analogous provisions or without the benefit of any sinking
fund or analogous provisions, and any redemption or repurchase
price or the method for determining any redemption or
6

repurchase price;

. whether the debt securities of the series will be convertible
into any other of our securities and, if so, when the conversion
of exchange right may be exercised, the conversion or exchange
price or the ratio or ratios or the method of determining the
conversion or exchange price or ratio and any other terms and
conditions, including anti-dilution terms, upon which any
conversion or exchange may occur;

. if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which we will issue debt securities
of the series;

. the currency in which we will pay principal, any premium,
interest or other amounts owing with respect to the debt
securities of the series, which may be United States dollars, a
foreign currency or a composite currency and the exchange rate
for calculating the amount of any payment in a currency other
than that in which the debt securities are denominated;

. any index, formula or other method that we must use to determine
the amount of any payment of principal, any premium or interest
on the debt securities of the series;

. whether, and under what conditions, we will be required to pay
any additional amounts;

. whether the debt securities of the series will be issued in
certificated or book-entry form;

. any addition to, or change in, the events of default with respect
to, or covenants relating to, the debt securities in the series;

. whether the debt securities of the series will be subject to
defeasance as provided in the indenture; and

. any other specific terms and conditions of the series of debt
securities.

If we sell any series of debt securities for, that we may pay in, or that
are denominated in, one or more foreign currencies, currency units or composite
currencies, we will disclose any material applicable restrictions, elections,
tax consequences, specific terms and other information with respect to that
series of debt securities and the relevant currencies, currency units or
composite currencies in the prospectus supplement relating to the offer of that
series.

We may also offer and sell a series of the debt securities as original
issue discount securities, bearing no interest or interest at a rate that at the
time of issuance is below market rates, or at a substantial discount below their
stated principal amount. We will describe the income tax consequences and other
special considerations applicable to any original issue discount securities of
that kind described in the prospectus supplement relating to that series.

Events of Default and Waiver

An event of default with respect to debt securities of a series issued
will occur if:

. we fail to pay interest on any outstanding debt securities when
it is due and payable and that failure continues for 30 days;

. we fail to pay principal of or premium, if any, on any
outstanding debt securities when it is due and payable;

. we fail to perform or we breach any covenant or warranty in the
indenture with respect to any debt securities of that series
outstanding or we fail to perform or breach any covenant or
warranty particular to a series of debt securities and that
failure continues for 90 days after we receive written notice of
that default;

. certain events of bankruptcy, insolvency or reorganization occur
with respect to us; and

. in the event the debt securities are guaranteed, the guarantor
repudiates its obligations under the guarantee or the guarantees
are determined to be unenforceable or invalid.

securities of that series have been remedied or waived and all payments due with
respect to the debt securities of that series, other than those due as a result
of acceleration, have been made. If an event of default occurs and is continuing
with respect to the debt securities of a series, the trustee may, in its
discretion, and at the written request of holders of not less than a majority in
aggregate principal amount of the outstanding debt securities of that series and
upon reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request and subject to certain other conditions
set forth in the indenture shall, proceed to protect the rights of the holders
of the debt securities of that series. Prior to any acceleration of the maturity
of the debt securities of a series, the holders of a majority in aggregate
principal amount of the debt securities of that series may waive any past
default under the indenture except a default in the payment of principal of, or
interest on, those debt securities.

The indenture provides that upon the occurrence of an event of default
described in the first two bullet points in the first paragraph under "Events of
Default and Waiver" with respect to a series of debt securities, we will, upon
the trustee's demand, pay to the trustee for the benefit of the holders of the
outstanding debt securities of that series, the whole amount then due and
payable on the debt securities of that series for principal and interest. The
indenture also provides that if we fail to pay such amount forthwith upon such
demand, the trustee may, among other things, institute a judicial proceeding for
the collection of those amounts.

The indenture provides that, notwithstanding any other provision of
the indenture, the holder of any debt securities of a series will have the
right to institute suit for the enforcement of any payment of principal of, and
interest on, the debt securities of that series when due and that that right
will not be impaired without the consent of that holder.

The trustee is required, within 90 days after the occurrence of a
default with respect to the debt securities of a series, to give to the holders
of the debt securities of that series notice of all uncured defaults known to
it. However, except in the case of default in the payment of principal or
interest on any of the debt securities of that series, the trustee will be
protected in withholding that notice if the trustee in good faith determines
that the withholding of that notice is in the interest of the holders of the
debt securities of that series. The term "default," for the purpose of this
provision only, means the occurrence of any of the events of default specified
above excluding any grace periods.

We are required to file annually with the applicable trustee a written
statement as to the existence or non-existence of defaults under the indenture
or any series of debt securities.

Legal Defeasance and Covenant Defeasance

We may, at our collective option and at any time, elect to have all of
the obligations discharged with respect to the outstanding debt securities and
any guarantee of those debt securities, except for:

. the rights of holders of debt securities to receive payments of
principal and interest from the trust referred to below when those
payments are due;

. our obligations respecting the debt securities concerning issuing
temporary notes, registration of transfers of debt securities,
mutilated, destroyed, lost or stolen debt securities, the maintenance
of an office or agency for payment and money for debt security
payments being held in trust;

. the rights, powers, trusts, duties and immunities of the trustee and
our obligations in connection therewith; and

. the provisions of the indenture relating to such a discharge of
obligations.

We refer to a discharge of this type as "defeasance."

In addition, other than our covenant to pay the amounts due and owing
with respect to a series of debt securities, we may elect to have our
obligations as the issuer of a series of debt securities released with respect
to covenants relating to that series of debt securities. Thereafter, any failure
to comply with those obligations will not constitute a default or event of
default with respect to the debt securities of that series. If such a release of
our covenants occurs, our failure to perform or our breach of the covenants or
warranties defeased will no longer constitute an event of default with respect
to those debt securities.

To exercise the right to either of the rights we describe above,
certain conditions must be met, including:

. the issuer of the affected debt securities must irrevocably deposit
with the trustee, in trust for the debt security holders' benefit,
cash in U.S. dollars, certain United States government securities, or
a combination thereof, in amounts sufficient to pay the principal of
and interest on all of the then outstanding debt securities to be
affected by the defeasance at their stated maturity;

. the trustee must receive an opinion of counsel confirming that the
holders of the outstanding debt securities will not recognize income,
gain or loss for federal income tax purposes as a result of that
defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if that defeasance had not occurred, which opinion, only in
the case of the type of defeasance described first above, will be
based on a ruling of the Internal Revenue Service or a change in
federal income tax law to that effect occurring after the date of the
indenture;

. no default or event of default exists on the date of such deposit,
subject to certain exceptions; and

. the trustee must receive an opinion of counsel to the effect that,
after the 91st day following the deposit, the trust funds will not be
part of any "estate" formed by the bankruptcy or reorganization of the
party depositing those funds with the trustee or subject to the
"automatic stay" under the United States Bankruptcy Code or, in the
case of covenant defeasance, will be subject to a first priority lien
in favor of the trustee for the benefit of the holders.

Satisfaction and Discharge

If we and the finance subsidiaries so request, the indenture will
cease to be of further effect, other than as to certain rights of registration
of transfer or exchange of the notes, as provided for in the indenture, and the
trustee, at our expense, will execute proper instruments acknowledging
satisfaction and discharge of the indenture, the debt securities and any
guarantees then outstanding when:

. either all the debt securities previously authenticated and delivered
under the indenture, other than destroyed, lost or stolen securities
that have been replaced or paid and notes that have been subject to
defeasance, have been delivered to the trustee for cancellation; or

. all of the securities issued under the indenture not previously
delivered to the trustee for cancellation have become due and payable,
will become due and payable at their stated maturity within 60 days or
will become due and payable at redemption within 60 days under
arrangements satisfactory to the trustee for the giving of notice of
redemption by the trustee in our name and expense; and

. in each of the foregoing cases, each issuer of the affected debt
securities has irrevocably deposited or caused to be deposited with
the trustee cash in U.S. dollars, certain United States government
securities, or a combination thereof, in trust for the purpose and in
an amount sufficient to pay and discharge the entire indebtedness
arising under the debt securities issued pursuant to the indenture not
previously delivered to the trustee for cancellation, for principal,
and premium, if any, on and interest on these securities to the date
of such deposit (in the case of notes that have become due and
payable) or to the stated maturity of these securities or redemption
date, as the case may be;

. we and the finance subsidiaries have paid or caused to be paid all
sums payable under the indenture by us and them; and

. we and the finance subsidiaries have delivered to the trustee an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided in the indenture relating to the
satisfaction and discharge of the indenture, the securities issued
under the indenture have been complied with.

Modification of the Indenture

The indenture provides that, with the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding debt
securities of each affected series, modifications and alterations of such
indenture may be made which affect the rights of the holders of such debt
securities. However, no such modification or alteration may be made without the
consent of the holder of each debt security if the modification or alteration
would, among other things:

. change the maturity of the principal of, or of any installment of
interest on, any debt security, or reduce the principal amount of any
debt security, or change the method of calculation of interest or the
currency of payment of principal or interest on, or reduce the minimum
rate of interest thereon, or impair the right to institute suit for
the enforcement of any such payment on or with respect to any such
debt security; or

. reduce the above-stated percentage in principal amount of outstanding
debt securities required to modify or alter such indenture.

The trustee and we, without the consent of the holders of the debt
securities, may execute a supplemental indenture to, among other things:

. evidence the succession of another corporation to us and the
successor's assumption to our respective agreements and obligations
with respect to the debt securities and the indenture;

. add to our covenants further restrictions or conditions that our board
of directors and the trustee consider to be for the protection of
holders of all or any series of the debt securities and to make the
occurrence of a default in any of those additional covenants,
restrictions or conditions a default or an event of default under the
indenture subject to certain limitations;

. cure ambiguities or correct or supplement any provision contained in
the indenture or any supplemental indenture that may be defective or
inconsistent with another provision;

. provide for the issuance of debt securities whether or not then
outstanding under the indenture in coupon form and to provide for
exchangeability of the coupon form securities with other debt
securities issued under the indenture in fully registered form;

. establish new series of debt securities and the form or terms of such
series of debt securities and to provide for the issuance of
securities of any series so established; and

. evidence and provide for the acceptance of appointment of a successor
trustee and to change the indenture as necessary to have more than one
trustee under the indenture.

Amalgamation, Consolidation, Merger or Sale of Assets

The indenture provides that we may, without the consent of the holders
of any of the outstanding debt securities of any series, amalgamate, consolidate
with, merge into or transfer our assets substantially as an entirety to any
person, provided that:

. any successor to us assumes our obligations on the debt securities
and under the indenture;

. any successor to us must be an entity incorporated or organized under
the laws of the United States;

. after giving effect thereto, no event of default, as defined in the
indenture, shall have occurred and be continuing; and

. certain other conditions under the indenture are met.

Any such amalgamation, consolidation, merger or transfer of assets substantially
as an entirety that meets the conditions described above would not constitute a
default or event of default that would entitle holders of the debt securities or
the trustee, on their behalf, to take any of the actions described above under
"Events of Default and Waiver."

No Limitations on Additional Debt and Liens

The indenture and the debt securities do not contain any covenants or
other provisions that would limit our right to incur additional indebtedness,
enter into any sale and leaseback transaction or grant liens on our assets.

The Indenture Trustee

Bank One Trust Company, NA is the trustee under the indenture
governing the debt securities and will also be the registrar and paying agent.
The trustee is a national banking association with its principal offices in
Chicago, Illinois.

The trustee has two main roles under the indenture. First, the trustee
can enforce your rights against us if any of the actions described above under
"Events of Default and Waiver" occurs. Second, the trustee performs certain
administrative duties for us. The trustee is entitled, subject to the duty of
the trustee during a default to act with the required standard of care, to be
indemnified by the holders of the debt securities before proceeding to exercise
any right or power under the indenture at the request of those holders. The
indenture provides that the holders of a majority in principal amount of the
debt securities may direct, with regard to that series, the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or

power conferred on the trustee, with respect to the debt securities, although
the trustee may decline to act if that direction is contrary to law or if the
trustee determines in good faith that the proceeding so directed would be
illegal or would result in personal liability to it.

Bank One Trust Company, NA also serves as trustee under an indenture,
dated as of April 1, 1991, between it and us. As of May 31, 2001, we had issued
a total of $17.46 billion of our senior unsecured securities under that
indenture as supplemented through the date of this prospectus. Bank One Trust
Company, NA also serves as trustee under an indenture, dated as of December 1,
1986, covering secured bonds issued in the aggregate principal amount of
$137,082,000 by the owner trustees of approximately 24 SAM'S Clubs store
properties that are leased to one of our subsidiaries. Bank One Leasing
Corporation, an affiliate of Bank One Trust Company, NA established a business
trust that purchased 15 Wal-Mart discount stores for $53,661,785 and leased the
stores back to us for an initial term of 20 years in a transaction consummated
on December 22, 1992. On November 10, 1994, a second business trust of which
Bank One Leasing Corporation is a beneficiary purchased an additional 23 Wal-
Mart discount stores for $128,842,500 and leased the stores back to us for an
initial term of 20 years. Bank One Trust Company, NA also serves as trustee
under an indenture, dated as of April 27, 2001 among Wal-Mart Canada Venture
Corp., one of our subsidiaries, us, as guarantor, and it. On April 27, 2001,
Wal-Mart Canada Venture Corp. issued a total of $325,000,000 of its senior
unsecured debt securities under that indenture, which are guaranteed by us.

We expect to maintain banking relationships in the ordinary course of
business with Bank One, NA, an affiliate of Bank One Trust Company, NA.

TAX CONSEQUENCES TO HOLDERS

A prospectus supplement may describe the principal U.S. federal income tax
consequences of acquiring, owning and disposing of debt securities of some
series in the following circumstances:

. payment of the principal, interest and any premium in a currency other
than the U. S. dollar;

. the issuance of any debt securities with "original issue discount," as
defined for U. S. federal income tax purposes;

. the issuance of any debt securities with an associated "bond premium,"
as defined for U.S. federal income tax purposes; and

. the inclusion of any special terms in debt securities that may have a
material effect for U.S. federal income tax purposes.

In addition, if the tax laws of foreign countries are material to a particular
series of debt securities, a prospectus supplement may describe the principal
income tax consequences of acquiring, owning and disposing of debt securities of
some series under similar circumstances.

PLAN OF DISTRIBUTION

General

We may sell the debt securities being offered hereby:

. directly to purchasers;

. through agents;

. through dealers;

. through underwriters; or

. through a combination of any of those methods of sale.

We may effect the distribution of the debt securities from time to time in
one or more transactions either:

. at a fixed price or prices which may be changed;

. at market prices prevailing at the time of sale;

. at prices related to the prevailing market prices; or

. at negotiated prices.

We may directly solicit offers to purchase the debt securities. Offers to
purchase debt securities may also be solicited by agents designated by us from
time to time. Any of those agents, who may be deemed to be an "underwriter," as
that term is defined in the Securities Act of 1933, involved in the offer or
sale of the debt securities in respect of which this prospectus is delivered
will be named, and any commissions payable by us to that agent will be set forth
in the prospectus supplement.

If a dealer is utilized in the sale of the debt securities in respect of
which this prospectus is delivered, we will sell those debt securities to the
dealer, as principal. The dealer, who may be deemed to be an "underwriter," as
that term is defined in the Securities Act of 1933, may then resell those debt
securities to the public at varying prices to be determined by that dealer at
the time of resale.

If we use an underwriter or underwriters in the sales, we will execute an
underwriting agreement with those underwriters at the time of sale of the debt
securities and the name of the underwriters will be set forth in the prospectus
supplement, which will be used by the underwriters to make resales of the debt
securities in respect of which this prospectus is delivered to the public. The
compensation of any underwriters will also be set forth in the prospectus
supplement.

Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to our contributing to payments those underwriters, dealers, agents and
other persons are required to make.

Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or any of our subsidiaries in the ordinary course of
business.

LEGAL MATTERS

The validity of the debt securities offered by this prospectus and any
prospectus supplement will be passed upon for us by Hughes & Luce, L.L.P., our
counsel.

EXPERTS

The consolidated financial statements of Wal-Mart Stores, Inc. and its
subsidiaries incorporated by reference in Wal-Mart Stores, Inc.'s Annual Report
on Form 10-K, as amended, for the fiscal year ended January 31, 2001, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon incorporated by reference therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements, to the
extent covered by consents filed with the Securities and Exchange Commission,
given on the authority of such firm as experts in accounting and auditing.

PROSPECTUS

Wal-Mart Cayman (Euro) Finance Co.
Wal-Mart Cayman (Canadian) Finance Co.
Wal-Mart Cayman (Sterling) Finance Co.

Payment of Principal and Interest Unconditionally Guaranteed by

WAL-MART STORES, INC.

$6,000,000,000

DEBT SECURITIES

Unless otherwise stated or the context otherwise requires, references in
this prospectus to "Wal-Mart" refer to Wal-Mart Stores, Inc., and references to
"we," "our," or "us" refer to one of Wal-Mart Cayman (Euro) Finance Co.,
Wal-Mart Cayman (Canadian) Finance Co. or Wal-Mart (Sterling) Finance Co., which
are wholly-owned subsidiaries of Wal-Mart. When we refer to the "finance
subsidiaries," we are referring to those Wal-Mart subsidiaries as a group and
references to a "finance subsidiary" refer to one of the finance subsidiaries.

This prospectus forms part of a shelf registration statement that Wal-Mart
and the finance subsidiaries filed with the Securities and Exchange Commission.
Any of Wal-Mart and the finance subsidiaries may use the registration statement
to offer and sell its debt securities in one or more offerings at various times,
for up to a total of $6,000,000,000 of debt securities. The offer and sale of
debt securities pursuant to this prospectus or by Wal-Mart pursuant to a
separate prospectus relating to its offer and sale of debt securities that forms
a part of that registration statement reduces the amount of debt securities any
finance subsidiary may offer and sell under that registration statement pursuant
to this prospectus.

. the public offering price;

. the maturity date;

. the interest rate or rates, which may be fixed or variable;

. the times for payment of principal, interest and any premium; and

. any redemption provisions of the debt securities in the series.

Wal-Mart, our parent company, will unconditionally guarantee payment of
the principal of, and the accrued and unpaid interest on, the debt securities
that the finance subsidiaries issue as described in this prospectus.

The particular prospectus supplement may also contain important
information about U. S. federal income tax consequences and, in certain
circumstances, consequences under other countries' tax laws to which you may
become subject if you acquire the debt securities being offered by that
prospectus supplement. The prospectus supplement may also update or change
information contained in this prospectus.

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.

We maintain our principal executive offices at:
702 S.W. 8/th/ Street, Mail Stop 0290
Bentonville, Arkansas 72716
Telephone: (501) 273-4000.

The date of this Prospectus is July 24,2001.

TABLE OF CONTENTS

Page
----

Where You Can Find More Information................................................................................... 2
Special Note Regarding Forward-Looking Statements..................................................................... 3
Wal-Mart Stores, Inc.................................................................................................. 4
The Finance Subsidiaries.............................................................................................. 4
Ratio of Earnings to Fixed Charges.................................................................................... 5
Use of Proceeds....................................................................................................... 5
Description of the Debt Securities.................................................................................... 5
Description of the Guarantees......................................................................................... 12
Tax Consequences to Holders........................................................................................... 12
Plan of Distribution.................................................................................................. 12
Legal Matters......................................................................................................... 13
Experts............................................................................................................... 13

We are not offering the debt securities in any jurisdiction in which the
offer is not permitted.

WHERE YOU CAN FIND MORE INFORMATION

Wal-Mart files annual, quarterly and special reports, proxy statements and
other information with the SEC. Instead of repeating the information that
Wal-Mart has already filed with the SEC, the SEC allows us to "incorporate by
reference" in this prospectus information contained in documents that Wal-Mart
has filed with the SEC. Those documents form an important part of this
prospectus. Any documents that Wal-Mart files with the SEC in the future will
also be considered to be part of this prospectus and will automatically update
and supersede the information contained in this prospectus.

We incorporate by reference in this prospectus the documents listed below
and any future filings Wal-Mart makes with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until we complete or
terminate the offering of debt securities by this prospectus.

. Wal-Mart's Annual Report on Form 10-K for its fiscal year ended January
31, 2001, as amended.
. Wal-Mart's Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 2001; and
. Wal-Mart's Current Report on Form 8-K dated May 9, 2001.

As allowed by the SEC's rules, we have not included in this prospectus all
of the information that is included in the registration statement. At your
request, Wal-Mart will provide you, free of charge, with a copy of the
registration statement, any of the exhibits to the registration statement or a
copy of any other information we incorporated by reference in the registration
statement. If you want more information, write in care of or call:

You may also obtain a copy of any filing Wal-Mart has made with the SEC
directly from the SEC. You may either:

. read and copy any materials Wal-Mart has filed with the SEC at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at its offices in New York, New York at 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago, Illinois at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; or

. visit the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements and other information
regarding issuers that file electronically.

You can obtain more information about the SEC's public reference room by
calling the SEC at 1-800-SEC-0330.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates by reference certain statements
that may be deemed to be "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may
be included, for example, under "Wal-Mart Stores, Inc." and "Use of Proceeds,"
and in certain portions of Wal-Mart's reports and other information incorporated
in this prospectus by reference. These forward-looking statements may include
statements that address activities, events or developments that Wal-Mart expects
or anticipates will or may occur in the future, including:

. future capital expenditures, including the amount and nature of those
expenditures;

. expansion and other development trends of industry segments in which
Wal-Mart and its subsidiaries are active;

. Wal-Mart's business strategy;

. Wal-Mart's financing strategy;

. expansion and growth of Wal-Mart's business; and

. operations and other similar matters.

Although we and Wal-Mart believe the expectations expressed in the
forward-looking statements are based on reasonable assumptions within the bounds
of Wal-Mart's knowledge of its business, a number of factors could cause actual
results to differ materially from those expressed in any forward-looking
statements, whether oral or written, made by us or Wal-Mart or on our or its
behalf. Many of these factors have previously been identified in filings or
statements made by Wal-Mart or on its behalf.

Wal-Mart's business operations are subject to factors outside its control.
Any one, or a combination, of these factors could materially affect Wal-Mart's
financial performance. These factors include:

. the costs of goods;

. the cost of electricity and other energy requirements;

. competitive pressures;

. inflation;

. consumer debt levels;

. currency exchange fluctuations;

. trade restrictions;

. changes in tariff and freight rates;

. unemployment levels;

. interest rate fluctuations; and

. other capital market and economic conditions.

Forward-looking statements that we or Wal-Mart make or that are made by
others on our or Wal-Mart's behalf are based on a knowledge of Wal-Mart's
business and the environment in which it operates, but because of the factors
listed above, actual results may differ from those in the forward-looking
statements. Consequently, all of the forward-looking statements made are
qualified by these cautionary statements. Neither Wal-Mart nor we can assure you
that the actual results or developments anticipated by Wal-Mart will be realized
or, even if substantially realized, that they will have the expected
consequences to or effects on Wal-Mart or on its business or operations.
Prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Neither Wal-Mart
nor we assume any obligation to update any of the forward-looking statements.

WAL-MART STORES, INC.

Wal-Mart is the world's largest retailer as measured by total net sales
for fiscal 2001. Its total net sales exceeded $191 billion in fiscal 2001, over
83% of which was generated in the United States. Wal-Mart operates mass
merchandising stores that serve its customers primarily through the operation of
three segments:

. Wal-Mart stores, which include its discount stores, Supercenters and
Neighborhood Markets in the United States;
. SAM'S Clubs, which include its warehouse membership clubs in the United
States; and
. the international segment of its business.

Wal-Mart currently operates in all 50 states of the United States,
Argentina, Brazil, Canada, Germany, Korea, Mexico, Puerto Rico, and the United
Kingdom, and in China under joint venture agreements. In addition, through its
subsidiary, McLane Company, Inc., Wal-Mart provides products and distribution
services to retail industry and institutional food service customers. As of
June 30, 2001, Wal-Mart operated in the United States:

. 1,682 Wal-Mart stores;
. 977 Supercenters;
. 22 Neighborhood Markets; and
. 486 SAM'S Clubs.

As of June 30, 2001, Wal-Mart also operated 176 Canadian Wal-Mart
stores, 11 units in Argentina, 21 units in Brazil, 12 units in China, 93 units
in Germany, six units in Korea, 515 units in Mexico, 17 units in Puerto Rico and
245 units in the United Kingdom. The units operated by Wal-Mart's International
Division represent a variety of retail formats. As of June 30, 2001, Wal-Mart
employed more than 962,000 associates in the United States and 282,000
associates internationally.

Wal-Mart Stores, Inc. is the parent company of a group of subsidiary
companies, including McLane Company, Inc., Wal-Mart.com, Inc., Wal-Mart de
Mexico, S.A. de C.V., Asda Group Limited, Sam's West, Inc., Sam's East, Inc.,
Wal-Mart Stores East, Inc., Sam's Property Co., Wal-Mart Property Co., Wal-Mart
Real Estate Business Trust, Sam's Real Estate Business Trust, Wares Delaware
Corporation and the finance subsidiaries. The information presented above
relates to our operations and our subsidiaries on a consolidated basis.

Wal-Mart Stores, Inc. was incorporated in the State of Delaware on
October 31, 1969.

THE FINANCE SUBSIDIARIES

Wal-Mart formed each of the finance subsidiaries, all of which are
wholly-owned direct subsidiaries, for the purpose of providing financing to
foreign operating subsidiaries of Wal-Mart. Providing that financing will be
each finance subsidiary's principal business activity. The finance subsidiaries
do not, and will not, file periodic reports with the SEC.

None of the finance subsidiaries has had any operations or revenues as
of the date of this prospectus. The finance subsidiaries expect that the
repayment of loans or the distributions made with respect to other investments
in operating subsidiaries of Wal-Mart will be their sole source of revenue.

Each of the finance subsidiaries is a Cayman Islands company. As a
result, it may be difficult for investors to effect service of process within
the United States upon the finance subsidiaries. In addition, there is
uncertainty as to whether the courts of the Cayman Islands would recognize or
enforce judgments of U.S. federal or state courts obtained against the finance
subsidiaries, or be competent to hear original actions brought in the Cayman
Islands against the finance subsidiaries, predicated upon the U.S. federal
securities laws.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for
Wal-Mart, for the periods indicated:

Three Months Ended
Year Ended January 31, April 30,
---------------------------------------------------------------------------- ---------------------------------
1997 1998 1999 2000 2001 2000 2001
---- ---- ---- ---- ---- ---- ----

4.59x 5.33x 6.24x 6.76x 5.54x 5.47x 4.87x

For the purpose of computing Wal-Mart's ratios of earnings to fixed
charges, we have defined "earnings" to mean Wal-Mart's earnings before income
taxes and fixed charges, excluding capitalized interest and earnings
attributable to minority interests owned by others in Wal-Mart's subsidiaries.

. We have also defined "fixed charges" to mean:

. the interest that Wal-Mart pays; plus

. the capitalized interest that Wal-Mart shows on its accounting records;
plus

. the portion of the rental expense for real and personal property that
Wal-Mart believes represents the interest factor in those rentals.

We have not disclosed Wal-Mart's ratios of earnings to fixed charges and
preferred stock dividends because Wal-Mart does not have any shares of preferred
stock outstanding.

USE OF PROCEEDS

Except as we otherwise specifically describe in an applicable prospectus
supplement, we will use the net proceeds from the sale of the debt securities to
finance the operations and expansion activities of foreign operating
subsidiaries of Wal-Mart. Before we apply the net proceeds to one or more of
these uses, we may invest those net proceeds in short-term marketable
securities.

We may also incur from time to time additional debt other than through the
offering of debt securities under this prospectus.

DESCRIPTION OF THE DEBT SECURITIES

We will issue the debt securities in one or more series under an indenture,
dated as of July 5, 2001, among Wal-Mart Stores, Inc., the finance subsidiaries
and Bank One Trust Company, NA, as the indenture trustee.

The indenture is a contract between Wal-Mart, the trustee and each of the
finance subsidiaries. The trustee has two main roles. First, the trustee can
enforce your rights against us if an "event of default," as that term is
described below, occurs under the indenture in relation to debt securities we
have issued and against Wal-Mart pursuant to the guarantee if it fails to
perform its obligations under the guarantees of the debt securities. Second, the
trustee performs certain administrative duties for Wal-Mart and us.

We have summarized below material provisions of the debt securities that we
will offer and sell pursuant to this prospectus and material provisions of the
indenture. However, you should understand that this is only a summary, and we
have not described all of the provisions of the indenture. Wal-Mart and we have
filed the indenture with the SEC, and we suggest that you read the indenture. We
are incorporating by reference the provisions of the indenture referred to in
the following summary, whether by reference to articles, sections or defined
terms. The summary is qualified in its entirety by those provisions of the
indenture.

General

As a holder of debt securities issued under the indenture, you will be
one of our unsecured creditors and will have a right to payment equal to that of
our other unsecured creditors.

The debt securities offered by this prospectus, when aggregated with the
debt securities offered by Wal-Mart through the separate prospectus filed under
the registration statement of which this prospectus is a part, will be limited
to a total of $6,000,000,000, or the equivalent amount in any non-U.S. currency.
The indenture, however, does not limit the amount of debt securities that may be
issued under it and provides that debt securities may be issued under it from
time to time in one or more series.

With respect to each particular series of debt securities offered by this
prospectus, a prospectus supplement will describe the following terms of that
series of debt securities:

. the title of the series;

. the maximum aggregate principal amount, if any, established for
debt securities of the series;

. the maximum aggregate initial public offering price, if any,
established for the debt securities of the series;

. the date or dates on which the principal will be paid;

. the conditions pursuant to which, and the times at which, any
premium on the debt securities of the series will be paid;