Item 1.02. Termination of a Material Definitive Agreement.

On March, 25, 2005, at the request of Wal-Mart Stores, Inc. (“the Company”), Thomas M. Coughlin resigned from the Company’s Board of Directors. At the time of his resignation, Mr. Coughlin was a member of the Board’s Strategic Planning and Finance Committee, Executive Committee, and Stock Option Committee. The Company’s request for Mr. Coughlin’s resignation arose from the results of an internal investigation into the alleged unauthorized use of corporate-owned gift cards and personal reimbursements that appeared to have been obtained through the reporting of false information on third-party invoices and Company expense reports. Based on the results of the Company’s internal investigation, including Mr. Coughlin’s response to questions concerning his knowledge of certain transactions, the Company promptly reported the results of its investigation to the United States Attorney for the Western District of Arkansas.

The information set forth above was disclosed in a Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on March 25, 2005. On the date of that filing, the Company delivered a letter to Mr. Coughlin and his attorney notifying them of the Company’s Form 8-K filing and advising them of Mr. Coughlin’s right to submit a written response to the Company stating whether, and in what respects, Mr. Coughlin disagreed with the Company’s position. Mr. Coughlin and his attorney were also informed that any such response would be filed as an amendment to the Form 8-K filed on March 25, 2005. Neither Mr. Coughlin nor his attorney elected to submit such a response.

During the Company’s internal investigation, Mr. Coughlin maintained that his use of corporate money and property was related to what Mr. Coughlin described as “union activity” for which he was obtaining “reimbursement.” Mr. Coughlin declined, however, to provide the Company with any details of the alleged “union activity” or the alleged “reimbursements.”

In the Company’s ongoing internal investigation, the Company found no evidence supporting Mr. Coughlin’s “union activity reimbursement” explanation. The Company delivered a letter to Mr. Coughlin’s attorney on April 19, 2005, requesting that Mr. Coughlin come forward with “any documents or other information that would support his contention that the questioned transactions were ‘reimbursements’ for monies Mr. Coughlin spent in connection with union activities.” To date, Mr. Coughlin has not furnished any such information to the Company.

With the prior approval of the Compensation, Nominating, and Governance Committee of the Board (the “CNGC”), the Company entered into a Retirement Agreement (“Retirement Agreement”) with Mr. Coughlin on January 22, 2005. The Retirement Agreement is described in, and filed as an exhibit to, a Form 8-K filed with the Commission on January 26, 2005, and incorporated by reference herein.