Item 1.01. Entry into a Material Definitive Agreement.

Item 8.01. Other Events.

On June 2, 2006, at the 2006 Annual Shareholders' Meeting of Wal-Mart Stores, Inc. (the “Company”), the Company’s shareholders elected the following 13 directors: Aida M. Alvarez, James W. Breyer, M. Michele Burns, James I. Cash, Jr., Douglas N. Daft, David D. Glass, Roland A. Hernandez, H. Lee Scott, Jr., Jack C. Shewmaker, Jim C. Walton, S. Robson Walton, Christopher J. Williams, and Linda S. Wolf. These directors were elected to serve until the Company’s next Annual Shareholders’ Meeting or until their successors are elected and qualified.

In addition, at the quarterly meeting of the Board of Directors (the “Board”) held on June 1, 2006, Mr. Breyer, an independent director, was appointed to serve as the presiding director over executive sessions of the independent and non-management director, effective upon his re-election to the Board. Ms. Burns, an independent director who is a current member of the Compensation, Nominating and Governance Committee (the “CNGC”), was appointed as the Chair of the CNGC.

David D. Glass stepped down from the Executive and the Stock Option Committees of the Board. Mr. Williams, an independent director, was appointed to replace Mr. Glass on the Executive Committee of the Board. Mr. Glass will not be replaced on the Stock Option Committee.

Ms. Alvarez and Dr. Cash have not previously served as directors of the Company. Ms. Alvarez is an independent director who will serve on the Strategic Planning and Finance Committee. Dr. Cash, an independent director whom the Board has determined is financially literate, will serve on the Audit Committee.

As reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2006, and which is incorporated herein by reference, the non-management director compensation will remain at $200,000, of which $140,000 will be paid upon election either in shares of Company common stock or deferred in stock units under the Wal-Mart Stores, Inc. Director Compensation Plan (the “Director Plan”), as elected by the non-management director. The remaining $60,000 is payable in arrears in equal quarterly installments commencing after the 2006 Annual Shareholders’ Meeting and may be taken in cash, common stock, deferred in stock units under the Director Plan, or deferred to an interest-credited account under the Director Plan, as elected by the non-management director.

The directors who will receive non-management director compensation are as follows: Ms. Alvarez, Mr. Breyer, Ms. Burns, Dr. Cash, Mr. Daft, Mr. Glass, Mr. Hernandez, Mr. Shewmaker, Mr. Jim Walton, Mr. Williams, and Ms. Wolf. Any person appointed by the Board to an open Board position prior to the election of directors at the 2007 Annual Shareholders’ Meeting shall receive a prorated portion of the non-management director compensation described above.