Securities Law & Instruments

Headnote

Section 83 of the Securities Act. Issuer is not a reporting issuer in any province in Canada. Issuer has a large number of shareholders in Ontario holding a de minimis number of securities. Issuer subject to securities legislation of the United States, and issuer delivers and will continue to deliver to shareholders resident in Ontario and in Canada the same continuous disclosure materials as those delivered, and required to be delivered, to U.S. shareholders. Issuer not listed or quoted on an exchange or market in Canada. Issuer deemed to have ceased to be a reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

WAL-MART STORES, INC.

 

ORDER

(Section 83)

UPON the application of Wal-Mart Stores, Inc. (the "Company") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 83 of the Act that the Company be deemed to have ceased to be a reporting issuer for the purposes of the Act;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by the Company to the Commission that:

1. The Company is incorporated under the laws of the State of Delaware and its head office is located in Bentonville, Arkansas.

2. In 1995, the Company sought and obtained a listing for its common shares (the "Shares") on the Toronto Stock Exchange (the "TSX").

3. In connection with such listing, the Company was included in the Commission's list of reporting issuers because the definition of "reporting issuer" pursuant to section 1(1) of the Act includes an issuer "any of whose securities have been at any time since the 15th day of September, 1979 listed and posted for trading on any stock exchange in Ontario recognized by the Commission, regardless of when such listing and posting for trading commenced".

4. In 1997, the Company voluntarily delisted the Shares from the TSX and its application to delist was granted on September 12, 1997. The principal reason for the delisting was due to the lack of any significant trading activity in the Shares on the TSX.

5. The authorized capital of the Company consists of 11 billion Shares with a par value of US $0.10 per Share, and 100 million preference shares with a par value of US $0.10 per preference share. As of June 21, 2004, approximately 4,300,000,000 Shares (other than treasury shares) were issued and outstanding. No preference shares of the Company are issued and outstanding.

6. As of June 21, 2004, based on the shareholder registers of the Company, an aggregate of approximately 10,000,000 Shares were held by persons with addresses in Ontario and approximately 11,775,000 Shares were held by persons with addresses in Canada, representing approximately 0.2% and approximately 0.3% of all outstanding Shares, respectively. As of June 21, 2004, there were approximately 18,400 registered holders of Shares with addresses in Ontario, representing approximately 0.02% of the Company's holders of Shares worldwide.

7. The Company is not a reporting issuer in any province in Canada other than Ontario and is not in default of any of its obligations as a reporting issuer. There are no securities of the Company listed or posted for trading on any stock exchange or market in Canada. The Company has no intention of seeking public financing by way of an offering of its securities in Ontario.

8. The Shares are listed and posted for trading on the New York Stock Exchange and the Pacific Stock Exchange. The Company is registered under the Securities Exchange Act of 1934 in the United States (the "1934 Act") and is not in default of the 1934 Act or the regulations made thereunder or of similar legislation to which it is subject.

9. The Company delivers all disclosure material required by United States securities law to its shareholders resident in Ontario and Canada, in accordance with National Instrument 71-102 Continuous Disclosure and Other Exemptions relating to Foreign Issuers. The Company will continue to deliver all disclosure material delivered to shareholders resident in the United States, and required by United States securities law, to its shareholders located in Ontario and Canada. This information is also available to shareholders on the Company's website at www.walmartstores.com and through the United States Securities and Exchange Commission website at www.sec.gov.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to Section 83 of the Act that the Company is deemed to have ceased to be a reporting issuer for the purposes of the Act.

July 13, 2004.

"Wendell S. Wigle"
"Robert W. Davis"