After China has entered the WTO and the Chinese retailing market ahs been opened to foreign countries, the goods of the market have changed from scarcity to abundance. Now the supply is larger than the need, the market is controlled by the buyers. The huge potential consumption market of China attracts many large retailing corporations to invest, like Wal-Mart, Carrefour, Metro Group, Tto Yokado, Lotus Super-center an etc. While Wal-Mart which is the leader of fortune the global 500 companies has got big trouble. The local strategy which it used in China could't repeat the success that it has made in America. The development of Wal-Mart is even slower than Carrefour. This thesis is forcus on the analysis of the present Chinese retailing market status and the Wal-Mart China company, includes the strength, the weakness, the threaten and the opportunity which it had and encountered in the process of the localization in China. Then give some suggestions, and forecast its future in China. The Wal-Mart China has a lot of good aspects for the Chinese retailing company to study. We should learn the success experience which Wal-Mart has gained both in America and the overseas countries, and try to avoid the mistake which it has made during the localization in China. Then what we have learned from Wal-Mart will improve the strength of ourselves and make our retailing industry developed well both inside and outside of China.