Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2006, the Board of Directors (the “Board”) of Wal-Mart Stores, Inc. (“Wal-Mart”) appointed Roger C. Corbett as a director of Wal-Mart. In addition, Mr. Corbett was appointed to the Strategic Planning and Finance Committee of the Board. There is no arrangement or understanding between Mr. Corbett and any other persons or entities pursuant to which Mr. Corbett was appointed as a director. Since the beginning of Wal-Mart’s fiscal year 2006, neither Mr. Corbett nor any immediate family member of Mr. Corbett has been a party to any transaction or currently proposed transaction with Wal-Mart that is reportable under Item 404(a) of Regulation S-K.

Upon his appointment to the Board, Mr. Corbett became entitled to a prorated portion of the non-management directors’ compensation awarded pursuant to the Wal-Mart Stores, Inc. Director Compensation Plan (the “Director Plan”). The terms of the Director Plan were disclosed in the Company’s proxy statement dated April 14, 2006 relating to the Annual Shareholders’ Meeting held on June 2, 2006. As part of his non-management director compensation under the Director Plan, on November 17, 2006, Mr. Corbett received a prorated stock award in the amount of 1,576 shares of Wal-Mart common stock. Mr. Corbett will also receive a prorated portion of the remaining $60,000 of the annual retainer payable to non-management directors, which will be paid quarterly  through the 2007 Annual Shareholders’ Meeting, and which he may take in cash or Wal-Mart common stock, defer in stock units under the terms of the Director Plan, defer in an interest bearing account, or receive in any combination thereof. In addition, during Mr. Corbett’s tenure on the Board, Wal-Mart will compensate Mr. Corbett for the travel expenses, including transportation and board, for Mr. Corbett’s spouse if she accompanies Mr. Corbett when he attends meetings of the Board or any Board committee of which he is a member, plus an additional amount to compensate Mr. Corbett for any applicable taxes on such payments on behalf of his spouse.

A copy of the press release announcing Mr. Corbett’s appointment to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits