Company Name: Wal-Mart Stores, Inc.
Public Availability Date: March 21, 2007

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

January 22, 2007

OVERNIGHT DELIVERY VIA FEDERAL EXPRESS

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Wal-Mart Stores, Inc.Notice of Intent to Omit from Proxy Materials the Shareholder Proposal of Amalgamated Bank LongView Collective Investment Fund

Ladies and Gentlemen:

Wal-Mart Stores, Inc., a Delaware corporation ("Wal-Mart" or 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 Wal-Mart's intention to exclude a shareholder proposal (the "Proposal") from the proxy materials for Wal-Mart's 2007 Annual Shareholders Meeting (the "2007 Proxy Materials"). The Proposal was submitted by Amalgamated Bank LongView Collective Investment Fund (the "Proponent"). Wal-Mart 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 Wal-Mart excludes the Proposal from its 2007 Proxy Materials for the reasons described below. A copy of the Proposal, along with the related correspondence, is attached hereto as Exhibit A. In accordance with Rule 14a-8(j), we are providing six copies of this letter and its attachments to the Commission.

Wal-Mart intends to commence printing the 2007 Proxy Materials on or about April 12, 2007, so that it may begin mailing the 2007 Proxy Materials no later than April 16, 2007. Accordingly, we would appreciate the Staff's prompt advice with respect to this matter.

I. The Proposal

The resolution included in the Proposal (the "Resolution") urges the Board of Directors of the Company (the "Board") to adopt a policy under which the shareholders could vote at each annual meeting on a resolution, to be proposed by management, to ratify the compensation of the Company's named executive officers (the "NEOs") as disclosed in the summary compensation table (the "SCT") and the narrative disclosure accompanying the SCT (the "SCT Narrative") included in the Company's proxy statement relating to that annual meeting. It is worth noting that the Proposal specifically excludes a vote on the accompanying Compensation Disclosure & Analysis (the "CD&A"), the purpose of which is to discuss the rationale and policies behind the compensation in the SCT. Nevertheless, the supporting statement in the Proposal explains that such a vote would permit the shareholders to express their opinion about senior executive compensation and provide the Company with useful information about whether shareholders view senior executive compensation, as reported each year, to be in the shareholders' best interests.

II. Ground for Exclusion

The Proposal deals with a matter relating to the Company's ordinary business operations and, as a result, the Company may exclude the Proposal in reliance on Rule 14a-8(i)(7).

Rule 14a-8(i)(7) under the Exchange Act permits a company to exclude a shareholder proposal if that proposal deals with a matter relating to the company's ordinary business operations. The Company is aware that the Staff announced in 1992 its policy that proposals relating to executive compensation will not be excludable under the "ordinary business operations" exclusion. That policy was reflected in the Staff's responses to the no-action request letters, such as that of Eastman Kodak Company in which the Staff stated: "in view of the widespread public debate concerning executive and director compensation policies and practices, and the increasing recognition that these issues raise significant policy issues, it is the Division's view that proposals relating to senior executive compensation no longer can be considered matters relating to a registrant's ordinary business." See Eastman Kodak Company (available February 13, 1992). The Company submits that this policy does not apply in the case of the Proposal. The Proposal does not deal with the Company's executive compensation policies or practices generally, but rather deals with whether the shareholders approve of the compensation the Company paid its NEOs in a particular fiscal year. A corporation's decision as to how much to pay its officers, including its NEOs, in a particular year is clearly a management function and a matter of the corporation's ordinary business operations.

If implemented, the Proposal would result in the shareholders of the Company voting each year on whether they agree with the compensation paid to the NEOs as shown in the SCT. By doing so, the shareholders would be in the position of second guessing the decisions that the members of the Board's Compensation, Nominating and Governance Committee (the "CNGC") previously made, with respect to the Chief Executive Officer (the "CEO"), and in consultation with the CEO as to the other NEOs, as to: (i) each NEOs' total compensation as reflected in the SCT, (ii) the elements of compensation included in each NEOs' compensation as reflected in the SCT, and (iii) the amount of each such element of an NEOs' compensation. That process is, in effect, the same process that the CNGC goes through in setting the compensation to be paid to the NEOs, albeit with the benefit of a significant amount of additional, highly detailed information and an orderly, deliberative decision making process.

In Exchange Act Release No. 34-40018 (May 21, 1998) (the "1998 Release"), the Commission discussed the two central considerations of the ordinary business exclusion. The first consideration focuses on the subject matter of the proposal and whether the proposal addresses tasks that 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. The Commission indicated in the 1998 Release that 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. This consideration may come into play in a number of circumstances, such as where the proposal involves intricate detail ...." If a proposal runs afoul of these considerations, it would be excludable under Rule 14a-8(i)(7). In the 1998 Release, the Commission also noted that "[t]he general underlying policy of this exclusion is consistent with the policy of most state corporate laws: 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."

The Proposal does not focus on the Company's executive compensation policies or, as a general matter, practices or seek to have the Company or its Board consider new compensation policies and practices or reconsider the Company's existing policies and practices. As discussed above, the Proposal specifically excludes a vote on the CD&A. As such, the Proposal does not address policy matters such as the nature of the Company's equity compensation plans, whether to include performance-based elements of compensation in the senior executive officers' compensation packages or whether a senior executive officer's right to receive certain amounts of the compensation awarded must be conditioned upon the corporation's achievement of certain performance goals.

Rather, the Proposal would have the shareholders express their collective opinion at each annual meeting as to whether the particular compensation shown in the SCT as being paid to the NEOs was appropriate and by doing so indirectly attempt to manage the specifics of the NEOs' compensation from year to year. Furthermore, the shareholders' failure to ratify the NEOs' compensation for a particular year would provide no specific shareholder guidance on the Company's compensation policy, but would indicate only that the shareholders did not agree, in some unspecified way, with the specific elements and amounts of the NEOs' compensation for a year.

The specific amounts of total compensation, salary, incentive payments, equity compensation, and other compensation paid to an NEO or any officer in any particular year is not a policy matter for oversight by the shareholders, but rather is a matter that is fundamental to the Board's ability to manage the Company's day-to-day business. The Proposal clearly is the type of proposal to which the first central consideration of the ordinary business exclusion relates despite the fact that it relates to executive compensation.

This Proposal clearly runs afoul of the second central consideration that the Staff discussed in the 1998 Release. As noted above, by ratifying or not ratifying the compensation of the NEOs, the shareholders will be making judgments about the total compensation paid, the elements of that compensation, and the allocation of total compensation among those elements. Trying to influence the particular amounts paid to the NEOs or any particular NEO by voting against ratification of the NEOs' compensation represents the type of "micro-managing" of matters of a complex nature, which necessarily involve understanding substantial amounts of detailed information and making detailed decisions, that shareholders simply are not in a position perform.

Despite the detailed information that will be provided in the Company's proxy statement, the decisions involved in setting the NEOs' compensation from year to year are fact intensive and complex and, as such, do not lend themselves as matters for shareholder approval. Nevertheless, the Proposal seeks to perform "micro-management" of the particular compensation packages provided to the NEOs in a particular year by means of an after-the-fact assessment of the compensation paid in the prior years. Given the intricacies involved in setting the NEOs' compensation, the Proposal seeks to address a matter of the type that the Commission described in the 1998 Release as being "impracticable for shareholders to decide how to solve ... at an annual shareholders meeting." As a result, the Company believes that the Proposal is of the type contemplated by the second central consideration involved in Rule 14a-8(i)(7).

In view of all of the foregoing, the Company believes it may exclude the Proposal from the 2007 Proxy Materials in reliance on Rule 14a-8(i)(7).

III. Conclusion

Based on the foregoing, Wal-Mart hereby requests that the Staff confirm that it will not recommend any enforcement action if Wal-Mart excludes the Proposal from the 2007 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, Wal-Mart reserves the right to submit to the Staff additional bases upon which the Proposal may properly be excluded from the 2007 Proxy Materials.

By copy of this letter, the Proponent is being notified of Wal-Mart's intention to omit the Proposal from its 2007 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 or Jeffrey J. Gearhart, Vice President and General Counsel, Corporate Division, at (479) 277-2345 if you require additional information or wish to discuss this submission further.

Thank you for your consideration.

Respectfully Submitted,

/s/

Samuel A. Guess

cc: Amalgamated Bank LongView
Collective Investment Fund
c/o Mr. Cornish F. Hitchcock
5301 Wisconsin Avenue, NW, Suite 350
Washington, D.C. 20015-2022

Enclosures

14 December 2006

Mr. Jeffrey J. Gearhart
Vice President and General Counsel, Corporate Division, and Assistant Secretary
Wal-Mart Stores, Inc.
702 Southwest 8th Street
Bentonville, Arkansas 72716-0215

Via UPS

Re: Shareholder proposal for 2007 annual meeting

Dear Mr. Gearhart:

On behalf of the Amalgamated Bank. LongView Collective Investment Fund (the "Fund"), I submit the enclosed shareholder proposal for inclusion in the proxy statement that Wal-Mart Stores plans to circulate to shareholders in anticipation of the 2007 annual meeting. The proposal is being submitted under SEC Rule 14a-8 and relates to Wal-Mart's executive compensation policy.

The Fund is an S&P 500 index fund, located at 11-15 Union Square, New York, N.Y. 10003, with assets exceeding $3 billion. Created by the Amalgamated Bank in 1992, the Fund has beneficially owned more than $2000 worth of Wal-Mart common stock for more than a year. A letter from the Bank confirming ownership is being submitted under separate cover. The Fund plans to continue ownership through the date of the 2007 annual meeting, which a representative is prepared to attend.

If you require any additional information, please let me know.

Very truly yours,

/s/

Cornish F. Hitchcock

RESOLVED, that the shareholders of Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") urge the board of directors to adopt a policy under which shareholders could vote at each annual meeting on an advisory resolution, to be proposed by Wal-Mart's management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

SUPPORTING STATEMENT

Investors are increasingly concerned about mushrooming executive compensation that sometimes appears to be insufficiently aligned with the creation of shareholder value. Recent media attention on questionable dating of stock options grants by companies has also raised investor concerns.

A new SEC rule, which received record support from investors, requires companies to disclose additional information about compensation and perquisites for top executives. In adopting this rule, the SEC made it clear that market forces, not the SEC, should provide checks and balances on compensation practices.

We believe that existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not give shareholders enough mechanisms to provide input to boards on senior executive compensation. By contrast, public companies in the United Kingdom allow shareholders to cast an advisory vote on the "directors' remuneration report," which discloses executive compensation. Such a vote is not binding, but gives shareholders a clear voice that could help shape senior executive compensation.

U.S. stock exchange listing standards require shareholder approval of equity-based compensation plans, but those plans set only general parameters and accord the compensation committee substantial discretion in making awards and establishing performance thresholds for a particular year. Shareholders do not have a means to provide ongoing feedback on the application of those general standards to individual pay packages. (See Lucian Bebchuk & Jesse Fried, PAY WITHOUT PERFORMANCE 49 (2004))

Similarly, performance criteria submitted for shareholder approval that would allow a company to deduct compensation in excess of $1 million are broad and do not constrain compensation committees in setting performance targets for particular senior executives. Withholding votes from compensation committee members who are standing for reelection is a blunt and inadequate instrument for registering dissatisfaction with the way in which the committee has administered compensation plans and policies in the previous year.

Accordingly, we urge Wal-Mart's board to let shareholders express their opinion about senior executive compensation by establishing an annual referendum process. The results of such a vote would, we think, provide Wal-Mart with useful information about whether shareholders view the company's senior executive compensation, as reported each year, to be in shareholders' best interests.

We urge shareholders to vote for this proposal.

13 February 2007

Office of the Chief Counsel
Division of Corporation Finance
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

By hand

Re: Shareholder Proposal from Amalgamated Bank LongView Collective Investment Fund to Wal-Mart Stores, Inc.

Dear Counsel:

I have been asked to respond on behalf of Amalgamated Bank LongView Collective Investment Fund (the "Fund") to the letter from counsel for Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") dated 22 January 2007 ("Wal-Mart Letter"), in which Wal-Mart advises that it plans to omit the Fund's resolution from the Company's 2007 proxy materials. The Company contends that this proposal properly may be excluded from its proxy materials under Rule 14a-8(i)(7), on the ground that the proposal deals with a matter relating to the Company's ordinary business operations.

Under Rule 14a-8(g), Wal-Mart bears the burden of demonstrating why the Fund's proposal may be excluded. As we now demonstrate, Wal-Mart has not sustained its burden and should not be permitted to omit the Proposal from its proxy statement.

The Fund's Resolution

The resolution states as follows:

RESOLVED, the shareholders of Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") urge the Board of Directors to adopt a policy under which shareholders could vote at each annual meeting on an advisory resolution, to be proposed by Wal-Mart's management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

Wal-Mart argues that the proposal does not deal with executive compensation policies and practices overall, but rather relates to shareholder approval of the compensation the Company pays its NEOs in a particular year. Wal-Mart asserts that the "decision as to how much to pay its officers, including its NEOs, is clearly a management function and a matter of the corporation's ordinary business operations." Wal-Mart Letter at 2. The Company also contends that the total compensation it pays its NEOs or other officers in any year "is not a policy matter for oversight by the shareholders, but rather is a matter that is fundamental to the Board's ability to manage the Company's day-to-day business." Id. at 3.

Wal-Mart's argument rests on a mischaracterization of the "subject matter" of the proposal. The "subject matter" of the proposal does not represent an attempt to micromanage or interfere with the Company's ordinary business, that is, its day-to-day operations. The subject is instead executive compensation, a topic that the Division has stated for 15 years is a proper subject for shareholders to raise under Rule 14a-8. See Battle Mountain Gold Co. (12 February 1992) ("In view of the wide-spread public debate concerning executive and director compensation policies and practices, and the increasing recognition that these issues raise significant policy issues, it is the Division's view that proposals relating to senior executive compensation no longer can be considered matters relating to a registrant's ordinary business.")

Wal-Mart appears to acknowledge the point, but argues that the proposal involves not a policy issue, but an effort to determine how much NEOs should be paid in a particular year, which Wal-Mart terms "clearly a management function." Wal-Mart Letter at 2. Of course, what Wal-Mart omits is that the proposal does not affect an individual executive's pay in a given year. The proposal is crafted not to have a retroactive effect on how much someone is paid, but to let shareholders advise the board at a general level how they assess Wal-Mart's compensation policies.

Moreover, the Fund's proposal fits comfortably within the range of other proposals that the Division has allowed shareholders to present, notwithstanding the fact that they directly seek to alter executive compensation policies. These include:

Proposals requesting that boards of directors seek shareholder approval for future golden parachute or executive severance agreements that exceed some multiple of the executive's base salary and bonus;

Proposals requesting that boards of directors seek shareholder approval for future SERP or other non-qualified executive retirement arrangements that are more generous than those offered to other employees;

Proposals requesting shareholder approval prior to the re-pricing of stock options granted to senior executives.

Such proposals, if adopted, would have a more immediate impact on executive compensation practices than anything the Fund is proposing here. Indeed, if the Division were to accept the logic of Wal-Mart's argument, these well-established categories of shareholder proposals concerning executive compensation policy could become per se excludable.

For these reasons, the Fund's proposal is hardly micro-management. If anything, the Fund is proposing to empower Wal-Mart shareholders at the most macro level possible, i.e., a vote on the total package, not individual elements thereof.¹ Also, Wal-Mart ignores the only precedent that addresses this proposal, namely, Sara Lee Corp. (11 Sept. 2006), in which the Division rejected claims that a similar proposal could be excluded as "ordinary business" under Rule 14a-8(i)(7). That proposal subsequently received a 42.5% approval level by Sara Lee shareholders. The Division clearly recognized and was not troubled by the fact that the proposal sought a vote on the Board's overall compensation practices for senior executive officers.

Because the Company has failed to meet its burden under Rule 14a-8, we respectfully ask you to advise Wal-Mart that the Division cannot concur with the Company's objections.

Thank you for your consideration of these points. Please feel free to contact me if additional information is required. I would be grateful as well if you could fax me a copy of the Division's response once it is issued.

Very truly yours,

/s/

Cornish F. Hitchcock

cc: Samuel A. Guess
Jeffrey J. Gearhart

-----FOOTNOTES-----

¹ We note that the Fund is recommending a policy similar to the non-binding shareholder vote required since 2003 at the annual meetings of all U.K.-listed firms and, beginning in 2005, at Australia-based companies.

March 7, 2007

OVERNIGHT DELIVERY VIA FEDERAL EXPRESS

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Notice of Intent to Omit from Proxy Materials
Shareholder Proposal of the Amalgamated Bank
LongView Collective Investment Fund

Ladies and Gentlemen:

Wal-Mart Stores, Inc. ("Wal-Mart"), is responding to the letter to you, dated February 13, 2007 (the "Response Letter"), from Mr. Cornish F. Hitchcock on behalf of Amalgamated Bank LongView Collective Investment Fund (the "Proponent") regarding Wal-Mart's letter to the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") dated January 22, 2007 (the "Request Letter"). In the Request Letter, Wal-Mart requested that the Staff confirm that it would not recommend to the Commission that any enforcement action be taken if Wal-Mart excludes the Proponent's shareholder proposal (the "Proposal") from its 2007 Proxy Materials for the reasons described in the Request Letter. Six copies of this letter are enclosed.

I. Background.

The Proposal urges Wal-Mart's Board of Directors (the "Board") to adopt a policy permitting Wal-Mart's shareholders to vote at each annual meeting to ratify on a non-binding basis the compensation of Wal-Mart's named executive officers (the "NEOs") disclosed in the summary compensation table and the accompanying narrative disclosure (the "SCT Compensation") contained in Wal-Mart's proxy statement for that annual meeting.

In the Response Letter, Mr. Hitchcock argues that Wal-Mart has not demonstrated that the Proposal may be excluded under the ordinary business exclusion of Rule 14a-8(i)(7) under the Securities Exchange Act of 1934, as amended (the "Exclusion"), because: (i) the Proposal deals with executive compensation and therefore falls within the Staff's policy on exclusion of executive compensation-related proposals in reliance on the Exclusion (the "Staff Policy"); (ii) the Proposal does not attempt to micromanage Wal-Mart's ordinary business matters and thus cannot be excluded in reliance on the Exclusion; and (iii) if Wal-Mart were granted the requested relief, proposals seeking shareholder approval of certain compensation-related matters would be per se excludable under the Exclusion.

II. Response to the Proponent's Arguments.

The Proposal is not about Wal-Mart's compensation policies but is about the compensation approved in a particular period for the NEOs. As discussed in the Request Letter, the Staff Policy relates to proposals regarding executive compensation policies and practices. The Staff Policy should not be construed so broadly as to cover any proposal that somehow involves executive compensation even if it does not relate to executive compensation policies and practices. The Proposal would have the shareholders vote to ratify or to not ratify the SCT Compensation shown in a proxy statement, not, as the Response Letter states, provide a "general level" assessment of Wal-Mart's compensation policies. Any such ratification vote would only indicate that shareholders approved or did not approve the SCT Compensation for one or more unspecified reasons that might or might not have anything to do with Wal-Mart's compensation policies and practices. As a result, if implemented, the Proposal would not truly provide information about, or serve to voice the shareholders' assessment of, any particular Wal-Mart compensation policy or practice (and thus does not implicate any social policy). Such being the case, the Proposal is not properly the subject of the Staff Policy.

The Proposal would have the effect of interfering with the day-to-day management of Wal-Mart. The SCT Compensation in any proxy statement will reflect numerous decisions that may be made from time to time throughout any year. If the Board must concern itself with how, for example, the salary to be offered a candidate for an executive officer position who may or may not be a NEO for purposes of the upcoming proxy statement will influence the shareholders' vote to ratify a particular year's SCT Compensation, the policy sought by the Proposal would clearly interfere with the Board's ability to conduct Wal-Mart's day-to-day specific implementation of its compensation policies and practices.

The many detailed decisions that will be reflected in any year's SCT Compensation are matters that cannot be well judged or acted on by the shareholders at a shareholders' meeting. But influencing each of those very specific decisions, not compensation policy, is clearly the aim and effect of what is sought by the Proposal. For these reasons, the Proposal clearly runs afoul of the two central considerations of the Exclusion described in Exchange Act Release No. 34-40018 (May 21, 1998). As the Commission noted in the that release, "[t]he general underlying policy of this exclusion is consistent with the policy of most state corporate laws: 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." The specific implementation of a company's compensation policies and practices for particular officers for a particular year is such a problem.

Granting the relief requested by Wal-Mart would not require the per se application of the Exclusion to proposals seeking to require prior shareholder approval of compensation-related actions such as entry into severance agreements, creation of certain types of executive retirement-related arrangements, and stock option re-pricing. Those types of proposals are clearly distinct from a proposal seeking an after-the-fact, non-binding vote on compensation awarded as to prior periods. How the Staff's grant of the relief requested by Wal-Mart would necessarily result in the per se application of the Exclusion to, or preclude use of the case-by-case analytic approach often used with respect to the Exclusion regarding, these other types of proposals is unclear.

The Response Letter states that Wal-Mart omitted to note that the adoption of the resolution sought by the Proposal would not affect "an individual executive's pay in any given year." In the Request Letter, Wal-Mart clearly stated that the resolution would ratify "on a non-binding basis" the compensation of the NEOs. Nowhere in the Request Letter did Wal-Mart claim or suggest that adoption of the Proposal could affect a NEO's compensation on a retrospective basis.

Mr. Hitchcock states that Wal-Mart ignored the Staff's response in Sara Lee Corporation (available September 11, 2006) ("Sara Lee"), which he claims is the "only precedent that addresses this [P]roposal" and addressed a proposal similar to the Proposal. The Sara Lee proposal asked Sara Lee's board of directors to adopt a policy permitting shareholders to vote at each annual meeting on an advisory resolution approving the Sara Lee compensation committee's report (obviously of the type required by former Item 402(k) of Regulation S-K) in the relevant proxy statement. The resolution and the supporting statement in Sara Lee was clear that the proposal was focused principally on Sara Lee's compensation policies and practices, including the bases for Sara Lee chief executive officer's compensation, as reported in the compensation committee's report, and not just on particular amounts of compensation for a particular period shown in a table. As such, the Sara Lee shareholders would be voting to approve a report that would describe in a detailed narrative Sara Lee's executive compensation policies and practices.

Providing a forum for shareholders to express their satisfaction or dissatisfaction with the particular compensation policies and practices of a company as does the Sara Lee proposal is very different from providing a means for shareholders to ratify or not ratify the particular compensation paid to certain officers in prior periods as does the Proposal. The Sara Lee proposal and the Proposal are not, in fact, similar, but are quite distinct in important ways of both substance and effect. Sara Lee is not truly pertinent to, and should not control, whether the relief requested in the Request Letter is granted.

In addition, Wal-Mart notes that the Staff has recently issued letters denying no-action requests from AT&T Inc. (available February 16, 2007) and Verizon Communications Inc. (available February 19, 2007) in connection with proposals very similar to the Proposal. We note that the grounds on which those registrants proposed to rely to exclude from their proxy materials the proposals addressed in those letters were significantly different from the grounds on which Wal-Mart would rely to exclude the Proposal from its 2007 Proxy Materials. As a result, those letters do not and should not serve as precedent in any consideration of Wal-Mart's proposed exclusion of the Proposal.

III. Conclusion.

For the reasons stated above and in the Request Letter, Wal-Mart hereby reiterates its request that the Staff confirm that it will not recommend any enforcement action if Wal-Mart excludes the Proposal from the 2007 Proxy Materials. Please call the undersigned at (479) 277-3302 or Jeffrey J. Gearhart, Vice President and General Counsel, at (479) 277-2345 if you require additional information or wish to discuss this submission further.

Thank you for your consideration.

Respectfully Submitted,

/s/

Samuel A. Guess

cc: Amalgamated Bank LongView
Collective Investment Fund
c/o Mr. Cornish F. Hitchcock
5301 Wisconsin Avenue, NW, Suite 350
Washington, D.C. 20015-2022

Enclosures

March 21, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Wal-Mart Stores, Inc.

Incoming letter dated January 22, 2007

The proposal urges the board of directors to adopt a policy that shareholders be given the opportunity at each annual meeting to vote on an advisory resolution to ratify the compensation of the named executive officers set forth in the Summary Compensation Table of the company's proxy statement.

We are unable to concur in your view that Wal-Mart may exclude the proposal under rule 14a-8(i)(7). Accordingly, we do not believe that Wal-Mart may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Gregory S. Belliston
Attorney-Adviser