"I was awake one night and turned on my radio, and I heard them announce that Sam Walton was therichest man inAmerica. And I thought, 'Sam Walton. Why, he was in my class.' And I got so excited."HELEN WILLIAMS,former history and speech teacher atHickmanHigh SchoolinColumbia,MissouriSuccess has always had its price, I guess, and I learned that lesson the hard way in October of 1985whenForbes magazine named me the so-called "richest man inAmerica." Well, it wasn't too hard toimagine all those newspaper and TV folks up inNew Yorksaying "Who" and "He lives where" The nextthing we knew, reporters and photographers started flocking down here to Bentonville, I guess to takepictures of me diving into some swimming pool full of money they imagined I had, or to watch me light bigfat cigars with $100 bills while the hootchy-kootchy girls danced by the lake.

I really don't know what they thought, but I wasn't about to cooperate with them. So they found out allthese exciting things about me, like: I drove an old pickup truck with cages in the back for my bird dogs,or I wore a Wal-Mart ball cap, or I got my hair cut at the barbershop just off the townsquaresomebody with a telephoto lens even snuck up and took a picture of me in the barber chair, andit was in newspapers all over the country. Then folks we'd never heard of started calling us and writing usfrom all over the world and coming here to ask us for money. Many of them represented worthy causes,I'm sure, but we also heard from just about every harebrained, cockamamy schemer in the world. Iremember one letter from a woman who just came right out and said, "I've never been able to afford the$100,000 house I've always wanted. Will you give me the money" They still do it to this day, write orcall asking for a new car, or money to go on a vacation, or to get some dental workwhatever comesinto their minds.

Now, I'm a friendly fellow by natureI always speak to folks in the street and suchand my wife Helen isas genial and outgoing as she can be, involved in all sorts of community activities, and we've always livedvery much out in the open. But we really thought there for a while that this "richest" thing was going toruin our whole lifestyle. We've always tried to do our share, but all of a sudden everybody expected us topay their way too. And nosy people from the media would call our house at all hours and get downrightrude when we'd tell them no, you can't bring a TV crew out to the house, or no, we don't want yourmagazine to spend a week photographing the lives of the Waltons, or no, I don't have time to share mylife story with you. It made me mad, anyway, that all they wanted to talk about was my family's personalfinances. They weren't even interested in Wal-Mart, which was probably one of the best business storiesgoing on anywhere in the world at the time, but it never even occurred to them to ask about thecompany. The impression I got is that most media folksand some Wall Street types tooeither thoughtwe were just a bunch of bumpkins selling socks off the back of a truck, or that we were some kind offast buck artists or stock scammers. And when they did write about the company they either got it wrongor just made fun of us.

So the Walton family almost instinctively put a pretty tight lid on personal publicity for any of us, althoughwe kept living out in the open and going around visiting folks in the stores all the time. Fortunately, here inBentonville, our friends and neighbors protected us from a lot of these scavengers. But I did getambushed by the "Lifestyles of the Rich and Famous" guy at a tennis tournament I was playing in, andHelen talked to one of the women's magazines for an article. The media usually portrayed me as a reallycheap, eccentric recluse, sort of a hillbilly who more or less slept with his dogs in spite of having billionsof dollars stashed away in a cave. Then when the stock market crashed in 1987, and Wal-Mart stockdropped along with everything else in the market, everybody wrote that I'd lost a half billion dollars.

When they asked me about it I said, "It's only paper," and they had a good time with that.

But now I'd like to explain some of my attitudes about moneyup to a point. After that, our financeslikethose of any other normal-thinking American familyare nobody's business but our own. No questionabout it, a lot of my attitude toward money stems from growing up during a pretty hardscrabble time inour country's history: the Great Depression. And this heartland area we come from out hereMissouri,Oklahoma,Kansas,Arkansaswas hard hit during that Dust Bowl era. I was born in Kingfisher,Oklahoma, in 1918 and lived there until I was about five, but my earliest memories are ofSpringfield,Missouri,where I started school, and later of the littleMissouritown ofMarshall. After that, we lived in Shelbina,Missouri, where I started high school, and still later Columbia, where I finished high school and went onto college.

My dad, Thomas Gibson Walton, was an awfully hard worker who got up early, put in long hours, andwas honest. Completely, totally honest, remembered by most people for his integrity. He was also a bitof a character, who loved to trade, loved to make a deal for just about anything: horses, mules, cattle,houses, farms, cars. Anything. Once he traded our farm in Kingfisher for another one, near Omega,Oklahoma. Another time, he traded his wristwatch for a hog, so we'd have meat on the table. And hewas the best negotiator I ever ran into. My dad had that unusual instinct to know how far he could gowith someoneand did it in a way that he and the guy always parted friendsbut he would embarrass mewith some of the offers he would make, they were so low. That's one reason I'm probably not the bestnegotiator in the world; I lack the ability to squeeze that last dollar. Fortunately, my brother Bud, who hasbeen my partner from early on, inherited my dad's ability to negotiate.

Dad never had the kind of ambition or confidence to build much of a business on his own, and he didn'tbelieve in taking on debt. When I was growing up, he had all sorts of jobs. He was a banker and afarmer and a farm-loan appraiser, and an agent for both insurance and real estate. For a few months,early in the Depression, he was out of work altogether, and eventually he went to work for his brother'sWalton Mortgage Co., which was an agent for Metropolitan Life Insurance. Dad became the guy whohad to service Metropolitan's old farm loans, most of which were in default. In twenty-nine and thirty andthirty-one, he had to repossess hundreds of farms from wonderful people whose families had owned theland forever. I traveled with him some, and it was tragic, and really hard on Dad too but he tried to do itin a way that left those farmers with as much of their self-respect as he could. All of this must have madean impression on me as a kid, although I don't ever remember saying anything to myself like "I'll never bepoor."We never thought of ourselves as poor, although we certainly didn't have much of what you'd calldisposable income lying around, and we did what we could to raise a dollar here and there. For example,my mother, Nan Walton, got the idea during the Depression to start a little milk business. I'd get up earlyin the morning and milk the cows, Mother would prepare and bottle the milk, and I'd deliver it afterfootball practice in the afternoons. We had ten or twelve customers, who paid ten cents a gallon. Best ofall, Mother would skim the cream and make ice cream, and it's a wonder I wasn't known as Fat SamWalton in those days from all the ice cream I ate.

I also started selling magazine subscriptions, probably as young as seven or eight years old, and I hadpaper routes from the seventh grade all the way through college. I raised and sold rabbits and pigeonstoo, nothing really unusual for country boys of that era.

I learned from a very early age that it was important for us kids to help provide for the home, to becontributors rather than just takers. In the process, of course, we learned how much hard work it took toget your hands on a dollar, and that when you did it was worth something. One thing my mother and dadshared completely was their approach to money: they just didn't spend it.

BUD WALTON:

"People can't understand why we're still so conservative. They make a big deal about Sam being abillionaire and driving an old pickup truck or buying his clothes at Wal-Mart or refusing to fly first class.

"It's just the way we were brought up.

"When a penny is lying out there on the street, how many people would go out there and pick it up I'llbet I would. And I know Sam would."STEPHEN PUMPHREY, PHOTOGRAPHER:

"Once I was setting up to photograph Sam out on the tarmac of some little airport inMissouri. He wasover filing a flight plan, and I threw a nickel down on the pavementtrying to be cuteand said to myassistant: 'Lets see if he picks it up.' Planes are landing and taking off, and Sam comes walking over in abig hurry, a little put out that he has to pose for another picture. 'Okay,' he says, 'where do you want meto standon that nickel'"By the time I got out in the world ready to make something of myself, I already had a strongly ingrainedrespect for the value of a dollar. But my knowledge about money and finances probably wasn't all thatsophisticated in spite of the business degree I had. Then I got to know Helen's family, and listening to herfather, L. S. Robson, was an education in itself. He influenced me a great deal. He was a great salesman,one of the most persuasive individuals I have ever met. And I am sure his success as a trader and abusinessman, his knowledge of finance and the law, and his philosophy had a big effect on me. Mycompetitive nature was such that I saw his success and admired it. I didn't envy it. I admired it. I said tomyself: maybe I will be as successful as he is someday.

The Robsons were very smart about the way they handled their finances: Helen's father organized hisranch and family businesses as a partnership, and Helen and her brothers were all partners. They all tookturns doing the ranch books and things like that. Helen has a B.S. degree in finance, which back then wasreally unusual for a woman. Anyway, Mr. Robson advised us to do the same thing with our family, andwe did, way back in 1953. What little we had at the time, we put into a partnership with our kids, whichwas later incorporated into Walton Enterprises.

Over the years, our Wal-Mart stock has gone into that partnership. Then the board of WaltonEnterprises, which is us, the family, makes decisions on a consensus basis. Sometimes we argue, andsometimes we don't. But we control the amount we pay out to each of us, and everybody gets the same.

The kids got as much over the years as Helen and I did, except I got a salary, which my son, Jim, nowdraws as head of Walton Enterprises. That way, we accumulated funds in Enterprises rather thanthrowing it all over the place to live high. And we certainly drew all we needed, probably more, in myopinion.

The partnership works in a number of different ways. First, it enables us to control Wal-Mart throughthe family and keep it together, rather than having it sold off in pieces haphazardly. We still own 38percent of the company's stock today, which is an unusually large stake for anyone to hold in an outfit thesize of Wal-Mart, and that's the best protection there is against the takeover raiders. It's something thatany family who has faith in its strength as a unit and in the growth potential of its business can do. Thetransfer of ownership was made so long ago that we didn't have to pay substantial gift or inheritancetaxes on it. The principle behind this is simple: the best way to reduce paying estate taxes is to give yourassets away before they appreciate.

It turned out to be a great philosophy and a great strategy, and I certainly wouldn't have figured it outway back then without the advice of Helen's father. It wasn't lavish or exorbitant, and that was part of theplanto keep the family together as well as maintain a sense of balance in our standards.

HELEN WALTON:

"It was great moneywise, but there was another aspect to it: the relationship that was established amongthe children and with the family. It developed their sense of responsibility toward one another. You justcan't beat that."So along comesForbes in 1985 and says I'm the richest man inAmerica. Well, there's no question that ifyou multiply the Wal-Mart stock price by how much we own, then maybe we are worth $20 or $25billion, or whatever they say. The family may have those kinds of assets, but I have never seen thatmyself. For one thing, Helen and I only own 20 percent of our family's total interest in Wal-Mart. Foranother, as long as I have anything to do with itand I'm confident this attitude will last at least anothergenerationmost of that Wal-Mart stock is staying right where it is. We don't need the money. We don'tneed to buy a yacht. And thank goodness we never thought we had to go out and buy anything like anisland. We just don't have those kinds of needs or ambitions, which wreck a lot of companies when theyget along in years. Some families sell their stock off a little at a time to live high, andthenboomsomebody takes them over, and it all goes down the drain. One of the real reasons I'mwriting this book is so my grandchildren and great-grandchildren will read it years from now and knowthis: If you start any of that foolishness, I'll come back and haunt you. So don't even think about it.

Not that I'm trying to poor-mouth here. We certainly have had more than adequate funds in this familyfor a long timeeven before we got Wal-Mart cranked up. Here's the thing: money never has meant thatmuch to me, not even in the sense of keeping score. If we had enough groceries, and a nice place to live,plenty of room to keep and feed my bird dogs, a place to hunt, a place to play tennis, and the means toget the kids good educationsthat's rich. No question about it. And we have it. We're not crazy. Wedon't live like paupers the way some people depict us. We all love to fly, and we have nice airplanes, butI've owned about eighteen airplanes over the years, and I never bought one of them new. We have ourfamily meetings at fine places like the Ritz-Carlton inNaples,Florida, or the Del Coronado inSan Diego.

This house we live in was designed by E. Fay Jones, who lives down the road inFayettevilleand is aworld-famous disciple of Frank Lloyd Wright. And even though I think it cost too much, I have to admitthat it's beautifulbut in a real simple, natural kind of way.

We're not ashamed of having money, but I just don't believe a big showy lifestyle is appropriate foranywhere, least of all here in Bentonville where folks work hard for their money and where we all knowthat everyone puts on their trousers one leg at a time. I'm not sure I ever really figured out this celebritybusiness. Why in the world, for example, would I get an invitation to Elizabeth Taylor's wedding out inHollywood I still can't believe it was news that I get my hair cut at the barbershop. Where else would Iget it cut Why do I drive a pickup truck What am I supposed to haul my dogs around in, a RollsRoyceNowadays, I'm willing to concede that some good may have come from that magazine article and all thehubbub it created, as much as I hated it for years. At first I thought it was going to be bad for my relationship with the associates in the stores. But I found out that, gosh, they almost looked at it like: "Look, wehelped him get there. Good for him!" I think my coming by to visit the stores somehow means more tothem now. I noticed a big difference in their reaction since that list made me into sort of a public figure.

And, of course, our customers seem to get a kick out of it tooasking me to autograph dollar bills andother stuff.

CHARLIE BAUM, EARLY WAL-MART PARTNER:

"I've known Sam since his first store inNewport,Arkansas, and I believe that money is, in some respects,almost immaterial to him. What motivates the man is the desire to absolutely be on top of the heap. It isnot money. Money drives him crazy now. His question to me at6a.m.not long ago was 'How do youinspire a grandchild to go to work if they know they'll never have a poor day in their life'"DAVID GLASS, CEO, WAL-MART:

"Does Sam have money I've been traveling with him for thirty years, and you could never tell it by me.

In fact, if I didn't read the proxy statement every year, I'd swear he was broke. I remember one time wewere flying out of New Yorkon a commercial flightgoing to see our friends at The Limited inColumbus, Ohioand all of a sudden at the airport, Sam sort of looks startled and says, 'David, I don'thave any money with me. Do you' I reached in my wallet and pulled out two twenties. He looked atthem and said, 'You won't need both of those, let me borrow one.' "Now, when it comes to Wal-Mart, there's no two ways about it: I'm cheap. I think it's a real statementthat Wal-Mart never bought a jet until after we were approaching $40 billion in sales and expanded asfar away as California and Maine, and even then they had to practically tie me up and hold me down todo it. On the road, we sleep two to a room, although as I've gotten older I have finally started staying inmy own room. We stay in Holiday Inns and Ramada Inns and Days Inns, and we eat a lot at familyrestaurantswhen we have time to eat. A lot of what goes on these days with high-flying companies andthese overpaid CEO's, who're really just looting from the top and aren't watching out for anybody butthemselves, really upsets me. It's one of the main things wrong with American business today.

GARY REINBOTH, EARLY STORE MANAGER, WAL-MART:

"In those days, we would go on these buying trips with Sam, and we'd all stay, as much as we could, inone room or two. I remember one time inChicagowhen we stayed eight of us to a room. And the roomwasn't very big to begin with. You might say we were on a pretty restricted budget."But sometimes I'm asked why today, when Wal-Mart has been so successful, when we're a $50billion-plus company, should we stay so cheap That's simple: because we believe in the value of thedollar. We exist to provide value to our customers, which means that in addition to quality and service,we have to save them money. Every time Wal-Mart spends one dollar foolishly, it comes right out of ourcustomers' pockets. Every time we save them a dollar, that puts us one more step ahead of thecompetitionwhich is where we always plan to be.