Company Name: Wal-Mart Stores, Inc. (Basilian Fathers)
Public Availability Date: March 24, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

January 23, 2006

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Wal-Mart Stores, Inc.Notice of Intent to Omit from Proxy Materials Shareholder Proposal of the Basilian Fathers of Toronto, et. al.

Ladies and Gentlemen:

Wal-Mart Stores, Inc., a Delaware corporation (the "Company"), files this letter under Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to notify the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude a shareholder proposal (the "Proposal") from the proxy materials for the Company's 2006 Annual Meeting of Shareholders (the "2006 Proxy Materials"). The Proposal was submitted by the Basilian Fathers of Toronto and the other co-filers copied on this letter (the "Proponents"). The Company asks that the staff of the Division of Corporation Finance of the Commission (the "Staff") not recommend to the Commission that any enforcement action be taken if the Company excludes the Proposal from its 2006 Proxy Materials for the reasons described below. A copy of the Proposal and all correspondence is attached to this letter as Exhibit A. In accordance with Rule 14a-8(j), six copies of this letter and its attachments are enclosed.

Due to the volume of proxy materials that the Company must produce and distribute to its shareholders, the Company plans to commence the printing of the 2006 Proxy Materials on or about April 11, 2006 so that it may commence mailing the 2006 Proxy Materials by no later than April 14, 2006. Accordingly, we would appreciate the Staff's prompt advice with respect to this matter.

The Proposal

The Company received the Proposal on or about December 12, 2005. The Proposal requests that "the Board of Directors report on the public health services used by the Company in its domestic operations. We suggest this report:

- Collect publicly available data on the rate of use of public assistance benefits by Wal-Mart Associates and their families. These benefits include but are not limited to Medicaid, Food Stamps, children's immunization programs, and children's health insurance programs.

- Report any other information possessed by Wal-Mart on the rate of use of public assistance benefits by Wal-Mart Associates and their families, including any data generated by employee surveys or prepared by 3\rd/ parties retained by Wal-Mart.

- Include the costs paid by state and local governments related to use of public assistance benefits by Wal-Mart Associates and their families, where such information is available to Wal-Mart.

- Be prepared at a reasonable cost, omit proprietary information or any information which would violate our company's employee confidentiality policies, and be available within six (6) months of the 2006 annual shareholders meeting."

Grounds for Exclusion

The Company seeks to omit the Proposal from its 2006 Proxy Materials on the grounds that the Proposal relates to the ordinary business operations of the Company in that the Proposal addresses employee benefits of the Company's general workforce so as to be excludable under Rule 14a-8(i)(7).

The Proposal Relates to the Company's Ordinary Business Operations and is Excludable under Rule 14a-8(i)(7)

Under Rule 14a-8(i)(7), a proposal may be omitted from a registrant's proxy statement if such proposal "deals with a matter relating to the company's ordinary business operations." The general policy underlying the ordinary business exclusion is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." Release No. 34-40018 (May 21, 1998) (the "1998 Release"). In the 1998 Release, the Staff noted that one of the central considerations underlying this policy, which relates to the subject matter of the proposal, is that "[c]ertain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight." 1998 Release. However, certain proposals "relating to such matters but focusing on sufficiently significant policy issues (e.g., significant discrimination matters) generally would not be considered to be excludable." 1998 Release. "The second consideration relates to the degree to which the proposal seeks to 'micro-manage' the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." 1998 Release. Furthermore, in a 1983 release, the Staff stated that merely requesting that the registrant prepare a special report will not remove the proposal from the ordinary business grounds for exclusion. See Release No. 34-20091 (August 16, 1983). For the reasons discussed below, the Company believes that it may exclude the Proposal because it relates to ordinary business operations.

By seeking a report on the extent to which the Company's associates and their families utilize public assistance programs, the Proposal satisfies two policy criteria for excluding the Proposal as ordinary business because it deals with day-to-day operations and would seek to "micro-manage" employee benefits. The ability to create and implement policies regarding general employee benefits and compensation is fundamental to management's ability to control day-to-day operations. This function is delegated to the Company's management by the laws of Delaware, the Company's state of incorporation, and is not appropriate for shareholder oversight. See Delaware General Corporation Law §141(a).

In the recent 2005 proxy season, the Staff consistently concurred that that proposals relating to the eligibility for and the administration and provision of employee benefit plans and general employee compensation lies within the scope of a registrant's management decisions and falls within the ordinary business ground for exclusion. See Peoples of Ohio Financial Corporation (July 20, 2005) (proposal to cancel all existing stock options by officers and directors was excludable); General Motors Corporation (March 24, 2005) (proposal to establish a directors' committee to "develop specific reforms for the health cost problem" was excludable); Exelon Corporation (March 10, 2005) (proposal to forbid executive incentives tied to reduction of retiree benefits was excludable); Aetna Inc. (February 14, 2005) (proposal to restore a subsidy for dental benefits to retirees was excludable); ConocoPhillips (proposal seeking to eliminate pension plan offsets from predecessor company pension plans and bring parity to all pension plans was excludable); International Business Machines Corporation (January 13, 2005) (proposal requesting a report examining the competitive impact of rising health insurance costs was excludable).

Moreover, since the 1998 Release, the Staff has consistently concurred that proposals relating to the eligibility for and the administration and provision of employee benefit plans may be excluded. See, e.g., General Electric Company (January 15, 2004) (proposal to report on certain pension plan matters was excludable); Wal-Mart Stores, Inc. (March 17, 2003) (proposal to incorporate increases in the percentage of employees covered by medical health insurance plan in determination of executive compensation was excludable); Wal-Mart Stores, Inc. (April 2, 2002) (proposal to implement changes involving employee discounts, company contributions to employee purchases of stock, hourly pay, the use of Wal-Mart gift cards, stock option grants and employee control of displaying of merchandise in stores was excludable); DTE Energy Company (January 22, 2001) (proposal to "grant a full cost-of-living adjustment for all existing retirees and their surviving spouses" was excludable); Int'l Business Machines Corporation (March 2, 2000) (proposal requesting a report on the impact of legislative proposals related to pensions was excludable); International Business Machines Corporation (January 15, 1999) (proposal to prohibit the extension of medical benefits to friends of IBM employees and retirees was excludable); Cigna Corporation (December 21, 1998) (proposal to grant all retirees an annual cost of living increase was excludable).

The substance of the Proposal is to evaluate health and benefit coverage provided to the Company's associates and their families, although it is worded in terms of reporting to the shareholders about the extent to which the Company's associates and families utilize public assistance programs. The Proposal expressly states:

Management has disclosed some information about the health benefits offered to employees. This does not address the public policy issues raised in the proposal. We believe it is in the shareholders' interest to systematically know the extent of this issue.

The Proposal contains wording about the Company's impact on government health care systems. In substance, however, the Proposal is an inquiry into health benefits offered to employees and their families, which falls into the category of employee benefits and compensation for the Company's general workforce. The reference to public assistance programs does not alter the ordinary business nature of the Proposal. The Staff has consistently concurred that registrants may exclude proposals crafted so as to seek to avoid exclusion under ordinary business grounds. See, e.g., AT&T Corp. (February 25, 2005) (permitting exclusion of a proposal to discontinue domestic partner benefits "for highly paid executives making over $500,000 per year"); General Electric Company (January 10, 2005) (permitting exclusion of a proposal that ties executive compensation to social responsibility and environmental criteria); Wal-Mart Stores, Inc. (March 17, 2003) (permitting exclusion of a proposal requesting that executive compensation be linked to associate participation in the company's medical health insurance plan).

In the ordinary course of its business, the Company actively monitors and attempts to control all of its expenses, including the costs of health care. Concerns about health care costs are monitored by a variety of operational groups and benefits experts within the Company. Either viewed as a matter of employee benefits or as a significant expense in the Company's operations, health care costs are a routine part of the Company's business. The Proposal seeks to extend the resolution of ordinary business matters to shareholder oversight, and the Proposal therefore falls within the scope of the exclusion as described by the Staff in the 1998 Release. The Company believes that the requested report would include intricate details that are unsuited to shareholder oversight.

As the Proposal deals with a matter that involves Wal-Mart's ordinary business operations and employee benefits and is thus not a matter that should be subject to direct shareholder oversight, Wal-Mart has concluded that it may omit the Proposal from its 2006 Proxy Materials in accordance with Rule 14a-8(i)(7).

Conclusion

Based on the foregoing representations, the Company hereby requests that the Staff confirm that it will not recommend any enforcement action if the Proposal is excluded from the Company's 2006 Proxy Materials. Should you disagree with the conclusions set forth herein, we would appreciate the opportunity to confer with you prior to the issuance of the Staff's response. Moreover, the Company reserves the right to submit to the Staff additional bases upon which the Proposal may properly be excluded from the 2006 Proxy Materials.

By copy of this letter, the Proponents are being notified of the Company's intention to omit the Proposal from its 2006 Proxy Materials.

Please acknowledge receipt of this letter by date-stamping the accompanying acknowledgment copy and returning it to the undersigned in the self-addressed postage pre-paid envelope provided. Please call the undersigned at (479) 277-3302 if you require additional information or wish to discuss this submission further.

Thank you for your consideration.

Respectfully Submitted,

/s/

Samuel A. Guess

Enclosures

cc: Basilian Fathers of Toronto
ATTN: Margaret Weber
15015 Piedmont
Detroit, MI 48223

Brethren Benefit Trust and Brethren Foundation
ATTN: Lauren Compere
84 State Street, Suite 1000
Boston, MA 02109

Trinity Health
ATTN: Catherine Rowan br> 766 Brady Ave., Apt. 635 br> Bronx, NY 10462

Monastery of St. Gertrude
ATTN: Mary Geis, OSB
HC 3, Box 121
Cottonwood, Idaho 83522

[INQUIRY LETTER]

December 5, 2005

H. Lee Scott, CEO
Wal-Mart Stores, Inc.
702 Southwest Eighth Street
Bentonville, AK 72716-0215

Dear Mr. Scott:

The Basilian Fathers of Toronto hereby submit the enclosed shareholder resolution, Report on Public Health Impacts of Wal-Mart Stores, to the company for inclusion in the proxy statement for the 2006 shareholder meeting, under Rule 14a-8 of general rules and regulations of the Securities Exchange Act of 1934. We would appreciate indication in the proxy statement that the Fathers are a sponsor of this resolution.

The Basilian Fathers have held over $2000.00 worth of Wal-Mart Stores Inc. stock for more than one year. Proof of ownership is enclosed. A representative of the filers will attend the stockholders meeting to move the resolution as required by the rules of the Securities and Exchange Commission (SEC), and we will continue to hold shares in the company through the stockholder meeting.

We welcome opportunity to continue dialogue on this issue.

Sincerely yours,

/s/

Margaret Weber
Corporate Responsibility Director
Congregation of St. Basil
weber@igc.org
313-272-5820

cc: Dan Rosan, Interfaith Center on Corporate Responsibility
Susan Chambers, Wal-Mart Stores Inc.
enc: resolution and verification of ownership

[INQUIRY LETTER]

December 13, 2005

H. Lee Scott, CEO
Wal-Mart Stores, Inc.
702 Southwest Eighth Street
Bentonville, AR 72716-0215

Dear Mr. Scott:

The Benedictine Sisters of the Monastery of St. Gertrude hereby submit the enclosed shareholder resolution, Report on Public Health Impacts of Wal-Mart Stores, in coordination with the Basilian Fathers of Toronto for inclusion in the proxy statement for consideration and action by the 2006 annual meeting in accordance with Rule 14(a)(8) of the General Rules and Regulations of the Securities and Exchange Act of 1934. A representative of the shareholder group will attend the annual meeting to move the resolution.

The Benedictine Sisters of the Monastery of St. Gertrude is the beneficial owner of 695 shares of Wal-Mart Stores, Inc., stock. A letter verifying our ownership is enclosed. We have held the stock for over one year and plan to continue our holding through the 2006 annual meeting.

We welcome the opportunity to continue dialogue on this issue.

Sincerely,

/s/

Mary Geis, OSB
Treasurer

enc: resolution and verification of ownership

[INQUIRY LETTER]

Securities Dealer

Registered Investment Advisor

December 13, 2005

To Whom It May Concern:

Please accept this letter as documentation of the fact that the Idaho Corporation of Benedictine Sisters, a not-for-profit corporation in Cottonwood, Idaho, owns a total of 695 shares of Wal Mart Stores, Inc. common stock. These shares have been owned for more than one year. The Idaho Corporation of Benedictine Sisters will continue to hold this investment for a period of time, at least through the date of the next annual shareholders' meeting.

J.A. Glynn & Co. has the above 695 shares on deposit with the Depository Trust Company in the Nominee Name of Cede & Co. for the benefit of the Idaho Corporation of Benedictine Sisters.

Sincerely,

/s/

Michael P. Walsh
Vice President

cc: Sister Mary Geis
Idaho Corporation of Benedictine Sisters

[INQUIRY LETTER]

December 8, 2005

Mr. H. Lee Scott, Jr.
Wal-Mart Stores, Inc.
702 Southwest Eighth Street
Bentonville, AR 72716-0215

Dear Mr. Scott,

Trinity Health, with an investment position of over $2000 worth of shares of common stock in Wal-Mart, Inc., looks for social and environmental as well as financial accountability in its investments.

Proof of ownership of common stock in Wal-Mart is enclosed. Trinity Health has held stock in Wal-Mart continuously for over one year and intends to retain the requisite number of shares through the date of the Annual Meeting.

Acting on behalf of Trinity Health, I am authorized to notify you of Trinity Health's intention to present the enclosed proposal for consideration and action by the stockholders at the next annual meeting, and I hereby submit it for inclusion in the proxy statement in accordance with Rule 14-a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934.

The primary contact for this proposal is Margaret Weber, representing the Basilian Fathers of Toronto (313-272-5820). We look forward to discussing the issues addressed by this proposal at your earliest convenience.

Sincerely,

/s/

Catherine Rowan, representing Trinity Health
Corporate Responsibility Consultant

enc.

[INQUIRY LETTER]

December 13, 2005

H. Lee Scott, CEO
Wal-Mart Stores, Inc.
702 Southwest Eighth Street
Bentonville, AR 72716-0215

Dear Mr. Scott:

On behalf of the Brethren Benefit Trust (BBT) and the Brethren Foundation Boston Common Asset Management submits the enclosed shareholder resolution, Report on Public Health Impacts of Wal-Mart Stores, to the company for inclusion in the proxy statement for the 2006 shareholder meeting, under Rule 14a-8 of general rules and regulations of the Securities Exchange Act of 1934.

The BBT has held at least $2,000 worth of Wal-Mart Stores Inc. stock for more than one year. Proof of ownership is following under separate cover. A representative of the filers will attend the stockholders meeting to move the resolution as required by the rules of the Securities and Exchange Commission (SEC), and we will continue to hold shares in the company through the stockholder meeting.

We welcome opportunity to dialogue on this issue.

Sincerely,

/s/

Lauren Compere
CAO and Global Advocacy Coordinator
Boston Common Asset Management

cc: Margaret Weber, Congregation of St. Basil
Dan Rosan, Interfaith Center on Corporate Responsibility
Susan Chambers, Wal-Mart Stores Inc.

Enclosures: Resolution text

[APPENDIX]

Report On Public Health Impact Of Wal-Mart Stores

Resolved: Shareholders request the Board of Directors report on the public health services used by Wal-Mart in its domestic operations. We suggest this report:

- Collect publicly available data on the rate of use of public assistance benefits by Wal-Mart Associates and their families. These benefits include but are not limited to Medicaid, Food Stamps, children's immunization programs, and children's health insurance programs.

- Report any other information possessed by Wal-mart on the rate of use of public assistance benefits by Wal-Mart Associates and their families, including any data generated by employee surveys or prepared by 3\rd/ parties retained by Wal-Mart.

- Include the costs paid by state and local governments related to use of public assistance benefits by Wal-Mart Associates and their families, where such information is available to Wal-Mart.

- Be prepared at a reasonable cost, omit proprietary information or any information which would violate our company's employee confidentiality policies, and be available within six (6) months of the 2006 annual shareholders meeting.

Supporting Statement:

The issue of Wal-Mart's impact on governments health care systems plays a significant role in our corporate brand and reputation, relationships with policy-makers and regulators, and ability to site new stores. Accordingly, this significant public policy issue should be dealt with at the Board level, with appropriate reporting to shareholders.

Several recent studies by governments and academics allege that Wal-Mart employees account for a disproportionate share of government services, especially health care. Wal-Mart's internal research, a confidential memo to our Board leaked to the media in October, found almost half of Associates' children are on public assistance or uninsured.

Even in per capita terms, Wal-Mart is alleged to have the greatest number of employees and dependents enrolled in taxpayer subsidized health programs by a number of studies. In Iowa, for example, state government found 5% of Wal-Mart employees enrolled Medicaid in 2004. We are the second-largest employer in Iowa, but the top employer had only 1.5% of its employees in Medicaid.1

Susan Chambers, the Company's executive vice president of benefits administration, recently informed our Board that "health care is one of the most pressing reputation issues facing Wal-Mart," and "Wal-Mart is under serious attack from state governments." We observe state and local governments considering legislative remedies.

Data on this topic is occasionally available from government, academic, and non-profit organizations. However, it is diffuse and difficult for shareholders to access and evaluate. In addition, Wal-Mart maintains internal information which is made available only on an ad hoc, unpredictable basis.

Management has disclosed some information about the health benefits offered to employees. This does not address the public policy issues raised in the proposal.

We believe it is in shareholders' interest to systematically know the extent of this issue. Investors should not be forced to rely on leaks and third-party reports in order to make informed decisions of company value.

-----FOOTNOTES-----

¹ Ryan Foley, "845 Wal-Mart Employees on Medicaid in Iowa," Associated Press (March 4, 2005).

[INQUIRY LETTER]

March 22, 2006

Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Att: Mark Vilardo, Esq.
Office of the Chief Counsel
Division of Corporation Finance

Re: Shareholder Proposal Submitted to Wal-Mart Stores, Inc.

Via fax 202-772-9349

Dear Sir/Madam:

I have been asked by the Basilian Fathers of Toronto, Trinity Health, the Benedictine Sisters of the Monastery of St. Gertrude and Boston Common Asset Management, Inc, on behalf of the Brethren Benefit Trust and the Brethren Foundation, (who are hereinafter referred to collectively as the "Proponents"), each of which is the beneficial owner of shares of common stock of Wal-Mart Stores, Inc. (hereinafter referred to either as "WalMart" or the "Company"), and who have jointly submitted a shareholder proposal to WalMart, to respond to the letter dated January 23, 2006, sent to the Securities & Exchange Commission the Company, in which WalMart contends that the Proponents' shareholder proposal may be excluded from the Company's year 2006 proxy statement by virtue of Rule 14a-8(i)(7).

I have reviewed the Proponents' shareholder proposal, as well as the aforesaid letters sent by the Company, and based upon the foregoing, as well as upon a review of Rule 14a-8, it is my opinion that the Proponents' shareholder proposal must be included in WalMart's year 2006 proxy statement and that it is not excludable by virtue of the cited rule.

The proposal requests the Company to report on the impact on governmental health care systems of services given to WalMart employees.

RULE 14a-8(i)(7)

In order for a shareholder proposal to be excludable by virtue of Rule 14a-8(i)(7), the proposal must not only pertain to a matter of ordinary company business, but it must also fail to raise a significant policy issue. Thus, Rel 34-40018 (May 21, 1998) states:

However, proposals relating to such matters but focusing on sufficiently significant social policy issues ... generally would not be considered to be excludable, because the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote.

We submit that the social policy issues raised by the Proponents' shareholder proposal clearly transcend the ordinary business operations of the Company.

The social policy issues raised are illustrated by the following:

The enactment (subsequent to the submission of the shareholder proposal to WalMart) by the State of Maryland of the Fair Share Health Care Fund Act which requires employers with large work forces to spend a specified minimum percentage of payroll on health care. The bill was passed on January 19, 2006, over the veto of Maryland's governor. According to one of its sponsors, the purpose of the bill is to tell large employers: "Don't dump the employees that you refuse to insure into our Medicaid systems." (The New York Times, January 13, 2006.)

New York City and Suffolk County (NY) passed similar legislation in 2005, in New York City over the mayor's veto.

The push for such legislation really began when the State of Connecticut in January, 2005, published a survey (available at www.cga.ct.gov/2005/rpt/2005-R-0017.htm) that showed that thousands of persons employed by large firms in Connecticut had children enrolled in the State's Medicaid program.

Similar surveys of large employers have subsequently been done by state governments (or by newspapers using state data), with comparable results in Alabama (some 10,000 thousand), Arizona, Arkansas (10,000), Florida (tens of thousands), Georgia (over 10,000), Iowa, Maine, Massachusetts (thousands), Montana, Nebraska (about 10,000), New Hampshire, New Jersey, Ohio (tens of thousands), Pennsylvania (two largest employers had 10,000 employees in Medicaid), Tennessee (tens of thousands), Texas, Utah, Vermont, Washington, West Virginia and Wisconsin. (The citations to the data are available at www.goodjobsfirst.org/corporate subsidy/hidden taxpayer cost.cfm.)

The New York Times (January 13, 2006) quoted a prediction that legislation similar to that of Maryland was expected to be introduced in "at least three dozen more states". For example, such legislation was introduced in Florida on February 14, 2006.

The Portland (OR) Business Journal of March 5, 2006, stated that Ballot Initiative #149 was being circulated for signature and would establish rules similar to those adopted in Maryland. The article stated that legislative proposals have been introduced in 32 states.

The New York Times (March 7, 2006) described several Maryland-type bills that had been introduced in the state legislature "with legislators of both parties" joining in sponsoring some of them.

A precursor of the Maryland bill was enacted in California in 2003, but was repealed in 2004 by a referendum (Proposition 72).

At the Federal level, a report by the Democratic Staff of the Committee on Education and the Workforce (February 16, 2004) (www.edworkforce. house.gov/democrats/WALMARTREPORT.pfd) noted that academic studies showed that "California taxpayers subsidized $20.5 million worth of medical care for Wal-Mart in that state alone".

The point of these references is not to establish that WalMart is a bad actor. It may or may not be. The point is that there is a major public policy issue swirling around WalMart and other large employees as to the extent that they are externalizing costs onto the public. This is part and parcel of the larger societal debate as to how best to provide affordable health care in our nation.

That these are major public policy issues is illustrated by the fact that WalMart's press release describing a recent speech by CEO Lee Scott began as follows:

In a keynote speech today at the National Governors Association Winter Meeting, Wal-Mart Stores, Inc. CEO Lee Scott called for a 'new commitment' between government and business to solve the health care challenges facing America's working families. Mr. Scott's call comes on the heels of 10 state legislatures dealing major setbacks to employer mandate bills that have been denounced nationwide by editorial pages and health care experts as ineffectual public policy.

"We need solutions that make health care more affordable and accessible. But unfortunately, we're not seeing enough solutions that will have an impact on that problem," said Mr. Scott. "I make this pledge to you: I'll travel to any state capital to talk with any governor in this room. The only thing I ask is that we talk about real solutions to the health care challenges facing working families."....

"Wal-Mart is stepping up with solutions to the health care challenges facing America's working families," Mr. Scott added. "We're making health care more affordable and accessible to our associates. And with the clinics, we're using our business strengths to do the same for our customers and our communities."

During the speech, Mr. Scott described Wal-Mart as being "at the intersection of American life." He compared the issues that Wal-Mart deals with to those that governors deal with in their states. Scott concluded: "We need a new commitment for America. We need to join the great institutions of this country and commit them to solutions. And we should start with ways to ensure healthy people in a healthy America."

Although he did not advocate national health insurance as the solution, Mr. Scott suggested that the problem of lack of health care coverage is a national one and The Wall Street Journal stated that Mr. Scott also said that "every day we do not work together to solve this challenge is a day that our country becomes less competitive in the global economy".

Echoing this theme, Gov. Mitt Romney (R. Mass.) is quoted in The Wall Street Journal article as saying "I see it as an insurance issue that needs to be dealt with, in our case, on a statewide basis."

We note that Mr. Scott stated that the problem is not one merely with respect to its employees, but that the Company's attempts at solutions had included setting up clinics for its customers and communities. The issue being addressed by the Proponents' shareholder proposal is clearly not an "employee benefits" problem.

The Proponents' shareholder proposal is an attempt to throw light on a national problem by asking the Company to provide data that would show the extent, if any, to which WalMart employees are enmeshed in that problem. The Proponents agree with Governor Romney and Mr. Scott that the issue is a public policy one.

Finally, the Company makes passing reference or two to a contention that the proposal is an attempt to "micro-manage" its business. However, it fails to point out in what ways the proposal micro-manages. On the contrary, the proposal asks WalMart to compile publicly available information and information already collected by WalMart and to make such information available to the shareholders.

For the foregoing reasons, the Proponents' shareholder proposal is not excludable by virtue of Rule 14a-8(i)(7).

In conclusion, we request the Staff to inform the Company that the SEC proxy rules require denial of the Company's no action request. We would appreciate your telephoning the undersigned at 941-349-6164 with respect to any questions in connection with this matter or if the staff wishes any further information. Faxes can be received at the same number. Please also note that the undersigned may be reached by mail or express delivery at the letterhead address (or via the email address).

Very truly yours,

/s/

Paul M. Neuhauser
Attorney at Law

cc: Samuel A. Guess, Esq.

All Proponents
Sister Pat Wolf

[STAFF REPLY LETTER]

March 24, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Wal-Mart Stores, Inc. Incoming letter dated January 23, 2006

The proposal requests that Wal-Mart report to shareholders data on the rate of use of public assistance benefits by Wal-Mart Associates.

There appears to be some basis for your view that Wal-Mart may exclude the proposal under rule 14a-8(i)(7), as relating to Wal-Mart's ordinary business operations (i.e., employee benefits). Accordingly, we will not recommend enforcement action to the Commission if Wal-Mart omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel