SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                Date of Report (Date of earliest event reported):
                         March 11, 2002 (March 4, 2002)



                              Wal-Mart Stores, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)


   Delaware                           001-06991                71-0415188
   --------                           ---------                ----------
(State or other Jurisdiction     (Commission File             (IRS Employer
        of Incorporation)              Number)              Identification No.)


                               702 S.W. 8th Street
                           Bentonville, Arkansas 72716
                           ---------------------------
               (Address of principal executive offices) (Zip code)



               Registrant's telephone number, including area code:
                                 (479) 273-4000






Item 5.    Other Events.

         On March 11, 2002, Wal-Mart Stores, Inc. (the "Company") completed the
sale to J.P. Morgan Securities Inc. of $500,000,000 aggregate principal amount
of the Company's 4.15% Notes Due 2005 (the "Notes"), pursuant to the Pricing
Agreement, dated as of March 4, 2002 (the "Pricing Agreement"), between the
Company and J.P. Morgan Securities Inc. (and acknowledged by Wal-Mart Cayman
(Euro) Finance Co., a Cayman Islands exempted company; Wal-Mart Cayman
(Canadian) Finance Co., a Cayman Islands exempted company, Wal-Mart Cayman
(Sterling) Finance Co., a Cayman Islands exempted company (collectively, the
"Finance Subsidiaries")). The Pricing Agreement incorporates by reference the
terms of that certain Underwriting Agreement, dated as of July 26, 2001, by and
between the Company, the Finance Subsidiaries and the underwriters named
therein. The series of Notes was created and established, and the terms and
conditions of the series of Notes were established by action of the Company and
an authorized officer of the Company pursuant to and in accordance with the
Indenture, dated as of July 5, 2001, between the Company and the Finance
Subsidiaries as Issuers, the Company as the Guarantor of any Debt Securities
issued by any of the Finance Subsidiaries and Bank One Trust Company, NA, as
Trustee (the "Indenture"). The terms of the Notes are as set forth in the
Indenture and in the form of Notes. The Notes were delivered in the form of two
global notes representing the Notes issued and sold (the "Global Notes"). Copies
of the Pricing Agreement and the Underwriting Agreement, as well as the form of
the Global Notes, are attached as exhibits to this Current Report on Form 8-K.
Also attached to the Current Report on Form 8-K is a Series Terms Certificate,
as contemplated by the Indenture, which evidences the establishment of certain
terms and conditions of the Notes in accordance with the Indenture.

Item 7.           Financial Statements and Exhibits.

         (c)      Exhibits

         1(a)     Underwriting Agreement, dated as of July 26, 2001, by and
                  among the Company, the Finance Subsidiaries and the
                  underwriters named therein.

         1(c)     Pricing Agreement, dated as of March 4, 2002, between the
                  Company and J.P. Morgan Securities Inc. (and acknowledged by
                  the Finance Subsidiaries).

         4(a)     Series Terms Certificate for Wal-Mart Stores, Inc. 4.15% Notes
                  Due 2005.

         4(c)     Form of Global Note representing the Wal-Mart Stores, Inc.
                  4.15% Notes Due 2005.

         5        Hughes & Luce, LLP Legality Opinion





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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

      Dated:  March 11, 2002
                                     WAL-MART STORES, INC.


                                     By: /s/ H. Lee Scott
                                          --------------------------------
                                          Name:  H. Lee Scott
                                          Title: President
                                                 and Chief Executive Officer
















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                                INDEX TO EXHIBITS

   Exhibit
   Number                          Description
   ------                          -----------

     1(a)       Underwriting Agreement, dated as of July 26, 2001 by and among
                the Company, the Finance Subsidiaries and the underwriters named
                therein.

     1(c)       Pricing Agreement, dated as of March 4, 2002, between the
                Company and J.P. Morgan Securities Inc. (and acknowledged by the
                Finance Subsidiaries)

     4(a)       Series Terms Certificate for Wal-Mart Stores, Inc. 4.15% Notes
                Due 2005.

     4(c)       Form of Global Note representing the Wal-Mart Stores, Inc. 4.15%
                Notes Due 2005.

      5         Hughes & Luce, LLP Legality Opinion.











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