He donned a baby blue tuxedo, a waiter in High Swoon at the prospect of serving canape's at the birthday party of The Richest Man in America. He imagined what surely awaited: A "Dynasty"-style mansion, a "Rolls-Royce for every day of the week," poodles with diamond chokers, servants galore.

Then he was off to the house, wheeling past the sleepy town square in this remote Ozark metropolis of 9,920, where Sam Walton parlayed one of his piddling little dime stores into a $6 billion discount chain called Wal-Mart. He rumbled down a country road, turned at a mailbox marked "Sam and Helen Walton" and hopped out at a rustic ranch-style house in the woods.

It was nice, but no Tara. The furniture appeared early Holiday Inn, even a little scuffed. An old pickup truck sat in the garage and a muddy bird dog romped about the yard. He never spied any servants.

"It was a real letdown," sighs waiter Jamie Beaulieu, 23.

Only in America can a billionaire carry on like plain folks and get away with it. And discount king Sam Moore Walton, 67, still travels these windy back roads in his 1979 Ford pickup, red and white, bird dogs by his side, and, come quail season, waits in line like everyone else to buy shotgun shells at the local Wal-Mart.

"He doesn't want any special treatment," says night manager Johnny Baker, 24, who struggles to call the boss by his first name as a recent corporate memo commands. Few here contemplate his billions; they call him "Mr. Sam" and accept his folksy ways. "He's the same man who opened his dime store on the square and worked 18 hours a day for his dream," says Mayor Richard Hoback.

By all accounts, he's friendly, upbeat, a fine neighbor who strives to blend in, never flashy, never throws his weight around. He never raises a ruckus with patrolmen who pull over his zippier auto -- a dinged-up four-door Chevy sedan, replete with steering wheel teeth marks from his dogs -- when it eases over the posted limits.

"He's just different from a lot of people who think they're so powerful and wealthy and threaten to have your job in the morning," reflects beefy Police Chief Dan Moody, 52, whose officers have ticketed The Richest Man in America twice. Sam Walton wants it no other way.

"I wouldn't hesitate to write him a ticket and talk bird hunting at the same time," the chief goes on. "Don't believe he'd hold it against me. And I'm still looking forward to shooting quail with him one day. He's a fine hunter."

But just how long Walton can cling to his folksy habits with celebrity hunters stalking his prosperous little corner of a nonprosperous state is anyone's guess. Ever since Forbes magazine pronounced him America's richest man, with $2.8 billion in Wal-Mart stock, he's been a rich man on the run, dodging reporters, dreamers and schemers.

"That's ridiculous," he said when one friend asked him about the report declaring him $1 billion richer than Texas entrepreneur H. Ross Perot, No. 2 among the 400 richest people in America. "It's not money, it's all paper!"

Although Walton earns a modest $300,000 a year in salary as cofounder and chief executive officer of the 22-state chain, he's richer than any Rockefeller, Getty or Kennedy. Family stock dividends alone brought in $15.3 million last year, and with Wal-Mart's explosive growth galloping along and its stock price keeping pace, well, there's no end in sight.

"He may be the richest by Forbes' rankings," says corporate affairs director Jim Von Gremp, stepping into the lobby to stiff-arm the press, "but he doesn't know whether he is or not -- and he doesn't care. He doesn't spend much. He owns stock, but he's always left it in the company so it could grow, and the fact that it has grown is the reason the paper value is there. But the story in his mind is the success achieved by the 100,000 people who make up the Wal-Mart team."

Walton, says lawyer Jimm Hendren, believes it unhealthy to marinate in your own press clippings, and urges associates -- that's what he calls all employes -- to remain vigilant towards salesmen who would flatter, con or cajole to land a lucrative Wal-Mart account.

Rather than eat that free steak, or pocket that free watch -- Walton forbids such gratuities -- salesmen are urged to crank such entertainment allowances into lower prices, so he can pass the savings on to customers: Another discount!

Besides, he's too busy piloting one of four company planes to new store openings, popping in unannounced on one of 823 stores that dot the Ozarks and fan out to 22 states in the Sunbelt and Midwest, stores that did a whopping $6.4 billion in sales last year and expect to top $8 billion this year.

What's so remarkable is that his stores thrive in the small towns of the American outback, towns of 20,000 or fewer, while his giant competitor, K mart, lassos the big cities. But there it is, for salt-of-the-earth consumers to see as they cruise into the parking lot, the DISCOUNT CITY logo, and the promise "WE SELL FOR LESS" right above the door.

And often there will be a smiling, white-haired man hanging out in the parking lot, asking them how they like the store, if they were treated well, if there was anything they couldn't find. Then Sam Walton might just ask them, total strangers, if they're going out that way, would they mind dropping him at the airport, sometimes little more than a dirt strip, so he can crank up his Navajo twin and be off to the next town, the next store. He spends four out of five days on the road.

He's usually back home for Friday sales meetings, or the executive pep rally Saturday morning at 7 a.m., when Walton, as he does at new store openings, is prone to hop up on a chair and lead everyone in the Wal-Mart cheer:





And louder they yell. No one admits to feeling the least bit silly. It's all part of the Wal-Mart way of life, the Gospel According to Sam: Loyalty, hard work, long hours; get ideas into the system from the bottom up, Japanese-style; treat your people right; cut prices and margins to the bone and sleep well at night. Associates with one year on board qualify for stock options, and are urged to buy all they can.

Early believers who bought stock and hung on -- a $1,500 investment in 1972 is worth $300,000 today -- account for dozens of paper millionaires in town. But opportunity is still knocking hard, preaches Mr. Sam, and the sky's still the limit!

To inspire one recent morning, a videotape of a Beaumont, Tex., store event was trotted out: a dying cancer patient on possibly her last outing. Asked her final wish, she told her nurse, "I'd like to see the new Wal-Mart." The store threw a party and the TV cameras rolled. "There wasn't a dry eye in the house," says Von Gremp.

After the pep rally, there's bird hunting, or tennis on his back-yard court. Says Hendren, 45, a regular foe: "I love playing with Sam. If he wins, he's so complimentary of your game. When I win, he makes me feel great."

But his stores are always on his mind. One tennis guest psyched him out briefly by asking why a can of balls cost more in one Wal-Mart than another. It turned out to be untrue, but the ploy worked, recalls Hendren. Walton lost four straight games.

The recent headlines about Walton's wealth have meant only headaches for Chief Moody, a retired army sergeant and a decorated Vietnam veteran.

What if kidnap-minded crazies targeted Bentonville, he wonders, with its Ordinary Billionaire wandering about like just another dairy farmer, dropping by the Daylight Donut Shop at 4:30 a.m. for a raspberry rose, his favorite pastry, on the way to work? Why can't he just summon a company limo?

There aren't any, for one thing. Walton abhors such trappings. Executives at one recently acquired company lost their leased Cadillacs when "Mr. Sam" took over and learned of the perk. Soon they were history, and their parking spots by the front door repainted: "VISITOR."

Walton may wear a stainless-steel Rolex, but he camouflages it with a Timex band. "He won't change his ways for anybody," says the perplexed police chief. "He just wants to go on living like he always has."

His biography reads like a small-town dreamer turned superstar. Born in Kingfisher, Okla., March 29, 1918, to a banker and his wife, Walton was the older of two boys whose family chased jobs from town to town in Missouri during the Great Depression.

He delivered papers and milked cows to put money on the table while his father was on the road. Company press handouts cite a love of work and a burning ambition to succeed. At one point, says Walton, "I thought I wanted to be president of the United States."

After graduating from the University of Missouri in 1940, he contemplated selling insurance, then took a job with J.C. Penney in Des Moines at $85 a month. He married Helen Robson, spent three World War II years as an officer in Army intelligence, and when he cashed out in 1945, signed up his brother, borrowed $25,000 and opened a five-and-dime in Newport, Ark.

Five years later, the landlord refused to renew his lease -- praise the Lord, says Bentonville -- and he moved here. It had all the right ingredients for prosperity plus good quail hunting.

Walton bought a brick building on the petunia-filled town square, across from the Confederate memorial, and set about raising three sons and a daughter on rock solid values. They worked a paper route, wrapping papers with string after they figured it was cheaper than rubber bands.

By 1962, he counted 15 stores owned by Ben Franklin under the name Walton's 5 & 10. But Ben Franklin executives in Chicago spurned his discount-store dream, so he tried it himself, opening his first Wal-Mart five miles away, in Rogers.

The idea was to create a new kind of general store in small-town America, with friendly, smiling sales people hawking only quality, brand-name products at low prices. It caught on. Corporate headquarters here grew into a 72,000-square-foot red brick complex on the edge of town, with three sprawling warehouses -- one alone is 22 acres under one roof -- piled high with boots, sweat shirts, brooms, soap, shotguns, dog food, all waiting to be dispatched via hundreds of 18-wheelers in the parking lot to stores across the region.

All this went public in 1970, and two years later, with 41 stores, $72 million in sales and 3,000 employes -- the number employed today in Bentonville alone -- Wal-Mart was listed on the New York Stock Exchange. The rest is history.

Walton set up a college scholarship fund for employes' children, a disaster relief fund to rebuild employe homes ravaged by fires, floods, tornadoes and the like. He believed in cultivating ideas and rewarding success.

"He'd say, 'That fellow worked hard, let's give him a little extra,' " recalls retired president Ferold G. Arend, who was stunned at such generosity after the penurious employer he left to join Wal-Mart. "I had to change my way of thinking when I came aboard."

"The reason for our success," says Walton, in a company handout, "is our people and the way they're treated and the way they feel about their company. They believe things are different here, but they deserve the credit."

Adds Hendren: "I've never seen anyone yet who worked for him or was around him for any length of time who wasn't better off. And I don't mean just financially, although a lot of people are. It's just something about him -- coming into contact with Sam Walton just makes a better person out of you.

"Hell, he don't know any strangers."

"Shoppers," a homey voice blares over the store loudspeaker, "we've just had a winner. Her name is Dianne Higgins and she's just won 10 percent off the price of her purchase!"

Welcome to the home town Wal-Mart, all 64,000 square feet, the flagship store with its SALE! stickers on aisle merchandise, a riot of colors, with Halloween candy stacked to the ceiling and orange skeletons dangling near the checkout counter and gray-haired Lucille Dean, 70, the store's official greeter, down front in her blue smock cheerfully asking everyone "How y'all today?"

"Where can we find the arts and crafts?" asks a customer.

"They're back in Aisle 4, sweetie!" Then turning to another arriviste: "How are you, hon?"

Isn't she perhaps nervous that Sam Walton Himself might come trotting down the aisle at any moment? "Not one bit," she says. "He loves us all, and he'd help us all if everybody would let him. I wish he would come by, haven't seen him in quite a while."

When he does drop in, "the first thing he asks is 'How are sales?' So I tell him how much we're up for the week," says co-manager Phil Talkington, 33. "And he gets what he needs and waits in line to pay."

Come on, the billionaire never takes liberties in his own store? "Well," says Talkington, fessing up, "if he's really in a hurry to go bird hunting, he might hand me a $5 bill and say, 'I gotta run, would you please take care of it for me?' "


"But he usually waits in line like everyone else."

Customers love to see him coming. Just ask loyalists like Derry Birdsong, 19, a devotee who works for the gas company, about Wal-Mart. "You buy shirts elsewhere , they fall apart," he says, cruising the aisle with friends. "Here, you can bring stuff back, no questions asked. People are really friendly."

Adds Darlene Patton, 32, three small sons in tow: "I don't shop hardly anywhere except here. They got everything you need."

Everything today except 50-pound sacks of Ol' Roy dog food, named after Sam Walton's beloved bird dog, Roy, who died of old age. The label on Ol' Roy Beef Chunk Dinner, just past the plastic Christmas trees and the Meow Mix, features a black-and-white bird dog with the epitaph: "Mr. Sam Walton's Bird Dog, Ol' Roy, 1970-1981; Gone But Not Forgotten."

"We're supposed to have a truck of it in today," says clerk Mel Wolf, 31. "One lady who asked for it says her dog likes it, another says she buys it for sentimental reasons."

But nothing is sacred when it comes to a discount. Ol' Roy, at 34 cents a can -- a dime cheaper than Alpo! -- is marked down, too.

This is a company town, only everyone appears to love the company. Over the years, Wal-Mart money or Sam and Helen Walton have built: town tennis courts, a senior citizens recreation hall, a nonprofit day care center, a new library, a youth athletic center, an employe health club. Wal-Mart has put Bentonville on the map, and the town is scrambling to keep pace.

"We've had to add two miles of sewer and boost our water system by 25 percent," says Mayor Hoback. "New business is popping up to serve Wal-Mart and its employes."

So, to thank its benefactor, the town threw a Sam Walton Appreciation Day two years back. They renamed Highway 71 Walton Boulevard. There were politicians and VIPs: Sens. David Pryor and Dale Bumpers, Razorbacks football coach Lou Holtz, the 190-piece university marching band and 22 floats, including one that featured a wrecked car attached to the rear bumper of a Wal-Mart truck.

Call it a small-town joke: As he drove along one day, Walton was so engrossed in counting cars in the local Wal-Mart lot that he rear-ended one of his own trucks. The driver hopped out fighting mad, a brand-new safe-driving pen stuck in his lapel celebrating 10 years without a dent. Sam apologized.

"He was embarrassed by the adulation," says Hoback, "but deep down I think he appreciated it. Sam and Helen have given so much to this city, we just wanted to say thanks."

There is an air of well-scrubbed prosperity hereabouts, a self-sustaining drive inspired by The Richest Man in America, that you won't find driving through other small Arkansas towns. Even the Burger King and the McDonald's have zip, and the church marquee just past Powerhawg Batteries insists "The Bread of Life Never Becomes Stale!"

Who needs gurus with Preacher Sam around? Whatever he's got, it works. There are no "poor" people in town, says the mayor, only "lazy ones." And millionaires galore, perhaps more millionaires per capita than Scarsdale, N.Y.

"I'd count at least 33 Wal-Mart millionaires in town who bought stock early on," says Hoback. But no one publicly celebrates how much he owns. Certainly not the Waltons, and they own 39 percent of the company.

Not that there are many places to blow it out, anyway. Benton County is as dry as the Sahara, with only three private clubs selling legal whiskey, among them Fred's Hickory Inn, famous for ribs and cheesecake, the Waltons' regular Friday night dining spot.

He usually opts for barbecue chicken or filet, medium, roquefort on his salad, maybe a gin and tonic -- never more than one. Helen is content with a glass of Almaden chablis, the house wine. He tips 15 percent and tells the waitress how much he enjoyed it.

"He's not cheap, but sometimes you wonder," says assistant manager Pam Hendrickson, 28. "His brother tips 20 percent. But Mr. Sam Walton is real friendly."

Status-conscious diners insist on a table near the bar, the restaurant's fashionable "West Side." One night the owner spied Walton on the East Side and gasped: "That's Sam Walton! Why did you seat him there?"

He was hungry. "Most people think they're really sitting in the sewer if you put 'em on the East Side," reflects waitress Sherry Davis, 28. "Of course, we try to look out for him, but Mr. Walton doesn't care where he sits. He never acts like he's better than anyone else."

And no matter how big a time he had on Saturday night, you can find him in church on Sunday, surely in a reserved pew, right? "We don't have reserved pews," says Gordon Garlington III, pastor of the First Presbyterian Church.

So where does The Richest Man in America sit? Wherever he finds a seat. "Look, he's just not that way. He doesn't have a set place. At a church supper the other night, he and his wife were in back washing dishes, and he's the head of a corporation."

He once played basketball for the Rotary Club against the Kiwanis, worked with the Boy Scouts, served as alderman. "He just wants to be one of the guys," says Tom McCoy, manager of Benton County Publishing, a Wal-Mart subsidiary.

And Helen, a dedicated community servant, just wants to be one of the girls. Local housewives never fear showing up in winter with cloth coats. Helen Walton wears one. There's no furrier in town. Mayor Hoback bought a mink for his wife some time back, but it still hangs in the closet. Most people have other ideas for their bucks.

"Anyone who can get any extra money," says Hoback, "puts it in Wal-Mart stock. That's the in thing."

Indeed, a favorite pastime of locals on afternoon coffee breaks at the Ice Cream Shoppe on the square, the site of Walton's original 5 & 10, is rooting for the ticker. "I only buy real estate and Wal-Mart stock," says lawyer Cecil Little, plopped down with the boys in the "bullpen." A sign over their corner table reads: "Cows may come and go, but the bull in this corner goes on forever."

"Used to buy the stock every spring and sell it every fall and make enough money for our Christmas party," says Little. "Always had enough for a good party. Now I wish I'd kept the stock and skipped the parties."

Local pride rises faster than steam on hot coffee. "You go anywhere in the country, mention Bentonville, Arkansas, and they've heard of Sam Walton," says Bill Fields, a justice of the peace. "He sure as hell didn't have to stay here after he made it."

But he did, even after his house burned down a few years back -- lightning struck his roofing shingles -- and he moved into a double-wide trailer on the property until Helen protested. The house was rebuilt on the same foundation. But smaller: The kids were grown.

Locals go the extra mile to protect their billionaire's privacy. Asked what he has for breakfast when he drops in at the Ramada coffee shop at 6 a.m., a hostess with a frozen gray beehive for hair bristles: "That's personal." But waitress Betty Robbins tells all: "He visits whoever's in here, but he won't sit down. He'll find a secluded spot and sit by himself and read his paper and eat a light-type breakfast -- cereal and coffee and juice, either orange or prune."

He's already been up for a couple of hours, having dropped by Daylight Donut to sample whatever's hot, perhaps grabbing a sack for the men at the warehouse before heading to the office to dictate memos, move paper. Then it's on to the airport. Or he might light at the loading dock, climb in with a trucker and ride 100 miles or so, find out what's happening. He's always done it his way.

For 19 years, he's used the same barber. John Mayhall finds him waiting when he opens up at 7 a.m. "He's just sitting out in his truck, and if I'm late, he lets me know it. He wants you to hurry, never take more than 15 minutes."

He yaks about the national news, or reads in his chair, a few doors down from one of four area banks the family owns. Or he might flip through Wal-Mart paperwork, or the Benton County Daily Democrat, another Walton property that keeps him off the front page. It buried the Forbes list at the bottom of Page 2.

"He's just not a front-page person," a newspaper employe explains.

But one recent morning, The Richest Man in America did something that would have made headlines anywhere in the world: He forgot his money. "I said, 'Forget it, take care of it next time,' " says barber Mayhall. "But he said, 'No, I'll get it,' and he went home for his wallet."

Wasn't that, well, a little strange? "No sir," says Mayhall, "the only thing strange about Sam Walton is that he isn't strange. CAPTION: Pictures 1 through 3, Bentonville, Ark., home of Sam Walton, is also headquarters of his $6 billion Wal -- Mart discount chain, which has 823 stores. Sam Walton, said to be worth 2.8 billion; John Mayhall, Walton's barber of 19 years. AP and The Washingtn Post