UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For ~~February~~March, 2009

Distribution and Service D&S, Inc.

(Translation of registrant’s name into English)

Avenida Presidente Eduardo Frei Montalva 8301

Quilicura, Santiago, Chile

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

~~Distribución~~Santiago, yMarch ~~Servicio~~03, ~~S.A. Reports Financial Results for Fiscal Year and Fourth Quarter of 2008~~2009

~~Santiago,~~United ~~Chile,~~States ~~Feb.~~Securities ~~27, 2009 - Distribución y Servicio (NYSE: DYS) today reported results for the four quarter~~ and ~~the~~Exchange ~~year ended Dec. 31, 2008.~~Commission

~~Distribución~~100 yF Street, ~~Servicio D&S S.A. IV Quarter Results 2008~~NE

~~Results~~Washington, ofDC ~~Operations -Period January-December 2008~~ 20549

	2008									2007									Var.
	Ch$			US$						Ch$			US$
	millions			millions			%			millions			millions			%			%
Sales		1,749,084			2,748.2			81.8	%		1,703,896			2,677.2			82.1	%		2.7	%
Other Income		388,287			610.1			18.2	%		371,498			583.7			17.9	%		4.5	%
Net revenues		2,137,372			3,358.3			100.0	%		2,075,395			3,260.9			100.0	%		3.0	%
Cost of sales		1,527,580			2,400.2			71.5	%		1,486,803			2,336.1			71.6	%		2.7	%
Gross Income / Margin		609,792			958.1			28.5	%		588,592			924.8			28.4	%		3.6	%
Recurring Operating Expenses		445,034			699.2			20.8	%		415,394			652.7			20.0	%		7.1	%
Start-up Expenses		880			1.4			0.0	%		1,734			2.7			0.1	%		-49.2	%
Total Operating Expenses (SG&A)		445,914			700.6			20.9	%		417,128			655.4			20.1	%		6.9	%
EBITDA		163,879			257.5			7.7	%		171,464			269.4			8.3	%		-4.4	%
Depreciation		48,833			76.7			2.3	%		65,726			103.3			3.2	%		-25.7	%
Total Operating Expenses		494,747			777.4			23.1	%		482,855			758.7			23.3	%		2.5	%
Operating Income		115,045			180.8			5.4	%		105,737			166.1			5.1	%		8.8	%
Financial Expenses		(27,785	)		(43.7	)		-1.3	%		(31,691	)		(49.8	)		-1.5	%		-12.3	%
Other Non-operating Income (Expenses)		(28,994	)		(45.6	)		-1.4	%		(6,423	)		(10.1	)		-0.3	%		351.4	%
Monetary Correction		(31,086	)		(48.8	)		-1.5	%		(527	)		(0.8	)		0.0	%		5803.7	%
Non-Operating Income		(87,866	)		(138.1	)		-4.1	%		(38,641	)		(60.7	)		-1.9	%		127.4	%
Income before Tax		27,179			42.7			1.3	%		67,096			105.4			3.2	%		-59.5	%
Income Tax		(6,166	)		(9.7	)		-0.3	%		(9,725	)		(15.3	)		-0.5	%		-36.6	%
Minority Interest		(15	)		(0.0	)		0.0	%		(1	)		(0.0	)		0.0	%		996.3	%
Income		20,998			33.0			1.0	%		57,370			90.1			2.8	%		-63.4	%
Amortization of Goodwill		-			-			0.0	%		-			-			0.0	%
Net Income		20,998			33.0			1.0	%		57,370			90.1			2.8	%		-63.4	%

Dear Sirs:

~~Exchange~~Reference ~~rate~~is ~~US$=Ch$636~~made herein to the tender offer for shares of Distribución y Servicio D&S S.45A. (“D&S”) carried out by Inversiones Australes Tres Limitada, a subsidiary of Wal-Mart Stores Inc., as of ~~Dec~~February 3123, ~~2008~~2009, in order to acquire 2,719,609,749 shares in D&S, representing the remaining shares that are not property of the offeror.

In compliance with the laws of the jurisdiction in which Distribución y Servicio D&S S.A. IVis ~~Quarter~~incorporated, ~~Results~~i.e. ~~2008~~section 207, subsection (c) of the Ley de Mercado de Valores (Securities Market Law) of the Republic of Chile, each board member of D&S must deliver a written report including a reasoned opinion regarding the advisability of the tender offer to the shareholders. In said report, the respective board member shall make a disclosure, if any, of its relationship with the controller of the target company and the offeror and the interest it may have in the offer. The information so presented must be made available to the public jointly with the prospectus and a copy thereof be delivered to the Superintendence of Securities and Insurance of the Republic of Chile, to the stock exchanges, to the offeror and to the manager or organizer of the offer, if any, within the following 5 days as of the public disclosure of the offer.

~~Results~~Accordingly, please find enclosed herewith full English translations of ~~Operations -~~the ~~Fourth~~abovementioned written ~~Quarter~~reports ~~2008~~delivered by Distribución y Servicio D&S S.A.’s board members Messrs. Nicolás Ibáñez Scott, Felipe Ibáñez Scott, Jorge Gutierrez, Alberto Eguiguren Correa, Héctor Núñez, Craig Herkert, Wyman K. Atwell, Ezequiel Gómez Berard and José G. Hernández to the stockholders of D&S.

	2008									2007									Var.
	Ch$			US$						Ch$			US$
	millions			millions			%			millions			millions			%			%
Sales		477,472			750.2			81.9	%		465,126			730.8			81.8	%		2.7	%
Other Income		105,619			166.0			18.1	%		103,708			162.9			18.2	%		1.8	%
Net revenues		583,091			916.2			100.0	%		568,834			893.8			100.0	%		2.5	%
Cost of sales		417,843			656.5			71.7	%		408,474			641.8			71.8	%		2.3	%
Gross Income / Margin		165,248			259.6			28.3	%		160,359			252.0			28.2	%		3.0	%
Recurring Operating Expenses		123,837			194.6			21.2	%		108,749			170.9			19.1	%		13.9	%
Start-up Expenses		429			0.7			0.1	%		600			0.9			0.1	%		-28.6	%
Total Operating Expenses (SG&A)		124,266			195.2			21.3	%		109,349			171.8			19.2	%		13.6	%
EBITDA		40,982			64.4			7.0	%		51,011			80.1			9.0	%		-19.7	%
Depreciation		12,892			20.3			2.2	%		17,255			27.1			3.0	%		-25.3	%
Total Operating Expenses		137,158			215.5			23.5	%		126,604			198.9			22.3	%		8.3	%
Operating Income		28,090			44.1			4.8	%		33,755			53.0			5.9	%		-16.8	%
Financial Expenses		(9,338	)		(14.7	)		-1.6	%		(9,460	)		(14.9	)		-1.7	%		-1.3	%
Other Non-operating Income (Expenses)		(25,978	)		(40.8	)		-4.5	%		(3,203	)		(5.0	)		-0.6	%		711.0	%
Monetary Correction		(11,830	)		(18.6	)		-2.0	%		144			0.2			0.0	%		-8342.4	%
Non-Operating Income		(47,146	)		(74.1	)		-8.1	%		(12,520	)		(19.7	)		-2.2	%		276.6	%
Income before Tax		(19,056	)		(29.9	)		-3.3	%		21,235			33.4			3.7	%		-189.7	%
Income Tax		1,820			2.9			0.3	%		(1,643	)		(2.6	)		-0.3	%		-210.8	%
Minority Interest		(28	)		(0.0	)		0.0	%		(4	)		(0.0	)		0.0	%		537.0	%
Income		(17,264	)		(27.1	)		-3.0	%		19,588			30.8			3.4	%		-188.1	%
Amortization of Goodwill		-			-			0.0	%		-			-			0.0	%
Net Income		(17,264	)		(27.1	)		-3.0	%		19,588			30.8			3.4	%		-188.1	%

Very truly yours,

Exchange rate US$=Ch$636.45 as of Dec 31, 2008

Distribución y Servicio D&S S.A. IV Quarter Results 2008

FECU – Balance Sheets

Assets

Currency in thousand (Ch$ and US$)	ThCh$			ThUS$			ThCh$			ThUS$			%
Type of Balance Statement: Consolidated	to 31/12/2008			to 31/12/2008			to 31/12/2007			to 31/12/2007			Change
Total Current Assets		506,010,526			795,051			447,297,316			702,800			13.1	%
Cash and cash equivalents		31,853,328			50,048			47,222,308			74,196			-32.5	%
Time deposits		-			-			-			-			-
Marketable securities (net)		80,112			126			1,706,696			2,682			-95.3	%
Sales debtors (net)		183,099,791			287,689			116,773,639			183,477			56.8	%
Notes receivable (net)		362,738			570			9,324,729			14,651			-96.1	%
Sundry debtors (net)		33,339,767			52,384			34,715,236			54,545			-4.0	%
Documents and accounts receivable from related companies		2,059,688			3,236			3,221,983			5,062			-36.1	%
Inventories (net)		182,952,126			287,457			171,766,377			269,882			6.5	%
Refundable taxes		49,893,919			78,394			39,977,784			62,814			24.8	%
Prepaid expenses		3,947,743			6,203			2,865,236			4,502			37.8	%
Deferred taxes		6,839,195			10,746			5,730,424			9,004			19.3	%
Other current assets		11,582,119			18,198			13,992,904			21,986			-17.2	%
Leasing contracts (net)		-			-			-			-			-
Assets for leasing (net)		-			-			-			-			-
Total Fix Assets		873,831,566			1,372,978			820,760,577			1,289,592			6.5	%
Land		250,915,236			394,242			241,843,466			379,988			3.8	%
Buildings and infrastructure		679,941,915			1,068,335			673,013,012			1,057,448			1.0	%
Machinery and equipment		261,580,110			410,999			241,605,274			379,614			8.3	%
Other fixed assets		187,294,975			294,281			135,989,524			213,669			37.7	%
Reserve for techinical revaluation of fixed assets		3,226,018			5,069			3,226,019			5,069			0.0	%
Depreciation (minus)		(509,126,688	)		(799,948	)		(474,916,718	)		(746,196	)		7.2	%
Total Other Assets		312,563,208			491,104			290,898,113			457,064			7.4	%
Investment in related companies		9,858,639			15,490			9,306,407			14,622			5.9	%
Investment in other companies		89,507			141			89,507			141			0.0	%
Goodwill		37,699,895			59,235			40,615,444			63,816			-7.2	%
Negative goodwill (minus)		-			-			-			-			-
Long-term debtors		214,742,680			337,407			192,980,394			303,214			11.3	%
Notes and accounts receivable from related companies - long term		-			-			-			-			-
Long-term deferred taxes		14,511,138			22,800			12,902,033			20,272			12.5	%
Intangibles		-			-			-			-			-
Amortization (minus)		-			-			-			-			-
Others		35,661,349			56,032			35,004,328			54,999			1.9	%
Long-term leasing contracts (net)		-			-			-			-			-
Total Assets		1,692,405,300			2,659,133			1,558,956,006			2,449,456			8.6	%

Distribución y Servicio D&S S.A. IV Quarter Results 2008

FECU - Balance Sheets

Liabilities

Currency in thousand (Ch$ and US$)	ThCh$			ThUS$			ThCh$			ThUS$			%
Type of Balance Statement: Consolidated	to 31/12/2008			to 31/12/2008			to 31/12/2007			to 31/12/2007			Change
Total Current Liabilities		628,860,378			988,075			656,346,118			1,031,261			-4.2	%
Debt with banks and financial institutions - short term		164,229,891			258,041			210,705,568			331,064			-22.1	%
Debt with banks and financial institutions - long term portion		24,060,052			37,804			9,681,683			15,212			148.5	%
Obligations with public (notes)		72,206,492			113,452			71,771,608			112,769			0.6	%
Obligations with public - short term portion ( bonds )		18,139,241			28,501			13,973,621			21,956			29.8	%
Long term debt with maturity within a year		3,664,018			5,757			3,097,194			4,866			18.3	%
Dividends to be paid		58,448			92			14,098,336			22,152			-99.6	%
Accounts payable		268,845,946			422,415			282,761,747			444,280			-4.9	%
Documents payable		-			-			-			-			-
Sundry creditors		8,309,994			13,057			9,360,653			14,708			-11.2	%
Documents and accounts payable to suppliers		-			-			-			-			-
Accruals		44,733,461			70,286			27,542,158			43,275			62.4	%
Witholdings		7,526,380			11,826			5,475,224			8,603			37.5	%
Income tax		-			-			-			-			-
Income received in advance		79,447			125			159,346			250			-50.1	%
Deferred taxes		-			-			-			-			-
Other current assets		17,007,008			26,722			7,718,980			12,128			120.3	%
Total Long Term Liabilities		441,332,493			693,428			289,897,963			455,492			52.2	%
Debt with banks and financial institutions		181,478,062			285,141			149,564,981			234,999			21.3	%
Obligations with public - long term ( bonds )		243,573,262			382,706			130,225,873			204,613			87.0	%
Documents payable - long term		-			-			-			-			-
Sundry creditors - long term		15,109,870			23,741			7,836,112			12,312			92.8	%
Notes & accounts payable to related companies		-			-			-			-			-
Accruals		417,034			655			1,603,487			2,519			-74.0	%
Deferred taxes - long term		-			-			-			-			-
Other long term liabilities		754,265			1,185			667,510			1,049			13.0	%
Minority Interest		(1,557	)		(2	)		(3,602	)		(6	)		-56.8	%
Shareholder´s Equity		622,213,986			977,632			612,715,527			962,708			1.6	%
Capital paid		468,646,091			736,344			468,646,091			736,344			0.0	%
Capital revaluation reserve		-			-			-			-			-
Additional paid-in capital		-			-			-			-			-
Other reserves		898,136			1,411			(14,744,113	)		(23,166	)		-106.1	%
Retained earnings		152,669,759			239,877			158,813,549			249,530			-3.9	%
Reserve for future dividends		-			-			-			-			0.0	%
Accrued income		151,900,458			238,668			129,715,777			203,811			17.1	%
Accrued loss (minus)		-			-			-			-			-
Income (loss) for the period		20,998,308			32,993			57,369,525			90,140			-63.4	%
Provisory dividends (minus)		(20,229,007	)		(31,784	)		(28,271,753	)		(44,421	)		-28.4	%
Accrued deficit development period		-			-			-			-			-
Total Liabilities		1,692,405,300			2,659,133			1,558,956,006			2,449,456			8.6	%

Distribución y Servicio D&S S.A. IV Quarter Results 2008

FECU – Cash Flows Statement - Indirect

Currency in thousand (Ch$ and US$)	ThCh$			ThUS$			ThCh$			ThUS$			%
Type of Balance: Consolidated	to 31/12/2008			to 31/12/2008			to 31/12/2007			to 31/12/2007			Change
NET CASH FLOWS FROM OPERATING ACTIVITIES		17,253,085			27,108			38,513,271			60,513			-55.2	%
Income (loss) for the period		20,998,308			32,993			57,369,525			90,140			-63.4	%
Income on sale of fixed assets		(397,223	)		(624	)		(79,841	)		(125	)		397.5	%
(Gain) Loss on sale of fixed assets		(397,223	)		(624	)		(79,841	)		(125	)		397.5	%
Gain on sale of investments (minus)		0			0			0			0			-
Loss on sale of investments		0			0			0			0			-
(Gain) Loss on sale of other assets		0			0			0			0			-
Charges (credit) to income statement which do not represent cash flows		141,174,589			221,816			120,463,918			189,275			17.2	%
Depreciation for the period		48,833,045			76,727			65,726,494			103,270			-25.7	%
Amortization of intangibles		0			0			0			0			-
Writeoffs and provisions		54,169,559			85,112			47,890,446			75,246			13.1	%
Gain from investment in related companies (minus)		(1,814,346	)		(2,851	)		(1,180,097	)		(1,854	)		53.7	%
Loss from investment in related companies		174,059			273			37,516			59			364.0	%
Amortization of goodwill		2,948,009			4,632			2,953,356			4,640			-0.2	%
Amortization of negative goodwill (minus)		0			0			0			0			-
Net monetary correction		24,673,727			38,768			1,557,577			2,447			1484.1	%
Net currency exchange difference		6,412,691			10,076			(1,031,018	)		(1,620	)		-722.0	%
Other credits to income statement which do not represent cash flows		0			0			0			0			-
Other charges to income statement which do not represent cash flows		5,777,845			9,078			4,509,644			7,086			28.1	%
Changes in assets affecting cash flows (increase) decrease		(134,636,583	)		(211,543	)		(109,087,079	)		(171,399	)		23.4	%
Sales debtors		(128,635,462	)		(202,114	)		(93,682,709	)		(147,196	)		37.3	%
Inventories		(10,291,085	)		(16,170	)		(421,190	)		(662	)		2343.3	%
Other assets		4,289,964			6,740			(14,983,180	)		(23,542	)		-128.6	%
Changes in liabilities affecting cash flows (increase) decrease		(9,900,684	)		(15,556	)		(30,154,590	)		(47,379	)		-67.2	%
Accounts payable related to the operation		(13,915,803	)		(21,865	)		694,853			1,092			-2102.7	%
Interest payable		5,474,097			8,601			2,585,975			4,063			111.7	%
Income tax payable (net)		(12,919,211	)		(20,299	)		2,842,670			4,466			-554.5	%
Other accounts payable related to results other than operation		9,123,876			14,336			(3,956,122	)		(6,216	)		-330.6	%
VAT and other similar taxes payable (net)		2,336,357			3,671			(32,321,966	)		(50,785	)		-107.2	%
Gain (loss) in minority interest		14,678			23			1,338			2			997.0	%
NET CASH FLOWS FROM FINANCING ACTIVITIES		100,612,591			158,084			100,438,365			157,810			0.2	%
Proceeds from issuance of common stock		0			0			0			0			-
Proceeds from loans		267,743,012			420,682			318,865,475			501,006			-16.0	%
Bonds		185,394,071			291,294			69,932,537			109,879			165.1	%
Proceeds from loans from related companies		0			0			0			0			-
Proceeds from other loans from related companies		15,658,665			24,603			0			0			-
Other sources of financing		0			0			0			0			-
Payment of dividends (minus)		(41,181,985	)		(64,706	)		(29,241,754	)		(45,945	)		40.8	%
Withdrawals of capital (minus)		0			0			0			0			-
Repayment of loans (minus)		(245,966,161	)		(386,466	)		(150,340,500	)		(236,217	)		63.6	%
Repayment of bonds (minus)		(76,535,622	)		(120,254	)		(100,481,788	)		(157,879	)		-23.8	%
Repayment of loans from related companies (minus)		0			0			0			0			-
Repayment of other loans from related companies (minus)		0			0			0			0			-
Expenses from the issuance of common stock (minus)		0			0			0			0			-
Expenses from the issuance of bonds (minus)		(1,597,020	)		(2,509	)		(112,074	)		(176	)		1325.0	%
Other expenses related to financing activities (minus)		(2,902,369	)		(4,560	)		(8,183,531	)		(12,858	)		-64.5	%
NET CASH FLOWS FROM INVESTING ACTIVITIES		(91,668,032	)		(144,030	)		(135,261,243	)		(212,525	)		-32.2	%
Proceeds from sale of property, plant and equipment		19,058,013			29,944			7,113,519			11,177			167.9	%
Proceeds from sale of long-term investments		0			0			0			0			-
Proceeds from sale of other investments		0			0			0			0			-
Decrease in loans to related companies		2,396,783			3,766			0			0			-
Decrease in other loans to related companies		0			0			0			0			-
Other proceeds from investment		841,318			1,322			948,881			1,491			-11.3	%
Purchases of property, plant and equipment		(108,927,273	)		(171,148	)		(133,765,987	)		(210,175	)		-18.6	%
Payment of capitalized interest (minus)		(905,779	)		(1,423	)		(1,080,123	)		(1,697	)		-16.1	%
Long-term investments (minus)		0			0			0			0			-
Investment in financial instruments (minus)		0			0			0			0			-
Loans to related companies (minus)		0			0			0			0			-
Other loans to related companies (minus)		0			0			(1,394,267	)		(2,191	)		-100.0	%
Other expenses from investing activities (minus)		(4,131,094	)		(6,491	)		(7,083,266	)		(11,129	)		-41.7	%
NET CASH FLOWS FOR THE PERIOD		26,197,644			41,162			3,690,393			5,798			609.9	%
EFFECT OF INFLATION ON CASH AND CASH EQUIVALENTS		(41,631,964	)		(65,413	)		(7,433,746	)		(11,680	)		460.0	%
NET INCREASE (DECREASE) ON CASH AND CASH EQUIVALENTS		(15,434,320	)		(24,251	)		(3,743,353	)		(5,882	)		312.3	%
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		47,287,648			74,299			51,031,001			80,181			-7.3	%
CASH AND CASH EQUIVALENTS AT END OF YEAR		31,853,328			50,048			47,287,648			74,299			-32.6	%

Distribución y Servicio D&S S.A. IV Quarter Results 2008

About Distribución y Servicio D&S S.A. (NYSE: DYS)

Wal-Mart acquired a majority in Distribución y Servicio D&S S.A., Chile's leading food retailer, in December 2008, D&S currently operates 160 outlets in Chile including 63 hypermarkets, 50 supermarkets and 44 discount stores. In addition it have 10 shopping centers and 85 PRESTO financial services branches. This makes D&S the leading grocery retailer in the country with around a 32% share of the supermarket industry. With headquarters in Santiago, D&S has more than 35,500 associates. The company operates under a number of different formats including hypermarkets Hiper de LIDER, supermarkets Express de LIDER, Super Bodega Acuenta and Ekono convenience stores.

For more information, please visit http://www.dys.cl

Distribución y Servicio D&S S.A. IV Quarter Results 2008

Tickers Symbols

NYSE: DYS

Bolsa de Comercio de Santiago: D&S

Latibex: XDYS

Address

Distribución y Servicio D&S S.A.

~~Avda.~~By: ~~Presidente~~Enrique ~~Frei~~Ostalé ~~Montalva 8301, Quilicura – Santiago de Chile~~Cambiaso

~~Phone~~Title: CEO

~~(56-2)~~February ~~484~~27, ~~7754~~2009

~~Fax~~Messers Shareholders

~~(56-2)~~Distribución ~~484~~y ~~7770~~Servicio D&S S.A.

~~E-mail~~Present

~~info@dys~~Re.cl: Report concerning the tender offer for the acquisition of 2,719,609,749 common shares issued by Distribución y Servicio D& S.A., as submitted as of February 23, 2009 by Inversiones Australes Tres Limitada (a subsidiary of Wal-Mart Stores, Inc.).

~~Distribución~~Of ~~y Servicio D&S S.A. IV Quarter Results 2008~~my Consideration:

~~Website~~I write to you in connection with the add published in El Mercurio and La Tercera newspapers, as of February 23, 2009, by which means Wal-Mart Stores, Inc ("Wal Mart"), through its subsidiary Inversiones Australes Tres Limitada, launched a tender offer for the acquisition of shares issued by Distribución y Servicio D&S S.A. (the " Offer").

~~www~~The Tender Offer terms, conditions and mechanics are specified in the prospectus that the offeror submitted to Distribución y Servicio D&S S.~~dys~~A.cl as of February 23, 2009 (the "Prospectus"). Any reference to the terms or specifics aspects of the Tender Offer shall be interpreted and construed as contemplated in such Prospectus.

~~The~~I do ~~information~~hereby ~~contained~~represent into ~~this report has been prepared by~~ the ~~Company~~shareholders ~~based on~~ the ~~FECU (Uniform Code Statistics Form) filed with the SVS (Superintendency of Securities and Insurance) on this date.~~following:

On grounds of the facts and considerations described in my reasoned opinion dated December 29,2008, concerning the tender offer launched as of December 23, 2008 by Inversiones Australes Tres Limitada (a subsidiary of Wal-Mart Stores, Inc.), which I bring down for what it may become applicable, in my opinion the Offer is convenient for the shareholders in Distribución y Servicio D&S S.A.

I do hereby remark, further, to the shareholders that, save for the agreements referred to in the Prospectus, I state that I have no relationship with the offeror that could condition and/or in any manner influence my opinion regarding the convenience posed by the Offer, different to that derived from my role as part of the controlling group.

Conclusion:

In the merits of the considerations posed above, in my role as board member of Distribución y Servicio D&S S.A., and being so requested by the law, I express to the shareholders in Distribución y Servicio D&S S.A. my favorable opinion on the Offer, convenience evidenced as follows:

a) The premium offered by the Offeror; and

b) The current circumstances within which the Tender Offer is made.

Notwithstanding the foregoing, I do record that my favorable opinion expressed hereby, may not be regarded, directly nor indirectly, as my investment advice either to tender or hold the shares in D&S.

Therefore, I do notice the shareholders in D&S that they shall evaluate the Tender Offer independently from this opinion, considering the characteristics of D&S, the market environment where it develops its business activities, as well as the intensions stated by Wal Mart concerning the prospects of the shareholders in Distribución y Servicio D&S S.A., as provided in the Prospectus.

Felipe Ibáñez Scott

President of the Board

Distribución y Servicio D&S S.A.

February 27, 2009

Messers shareholders

Distribución y Servicio D&S S.A.

Present

Re.: Report concerning the tender offer for the acquisition of 2,719,609,749 common shares issued by Distribución y Servicio D& S.A., as submitted as of February 23, 2009 by Inversiones Australes Tres Limitada (a subsidiary of Wal-Mart Stores, Inc.).

Dear Shareholders,

As of February 23, 2009, by means of an add published in El Mercurio and La Tercera newspapers, Wal-Mart Stores, Inc ("Wal Mart"), through its subsidiary Inversiones Australes Tres Limitada, launched a tender offer for the acquisition of shares issued by Distribución y Servicio D&S S.A. (the "Offer"). The Offer terms, conditions and mechanics are specified in the prospectus that the offeror submitted to Distribución y Servicio D&S S.A. as of February 23, 2009 (the "Prospectus"). Any reference to the terms or specifics aspects of the Tender Offer shall be interpreted and construed as contemplated in such Prospectus.

I do hereby represent to the shareholders the following:

On grounds of the facts and considerations described in my reasoned opinion dated December 29, 2008, concerning the tender offer launched as of December 23, 2008 by Inversiones Australes Tres Limitada (a subsidiary of Wal-Mart Stores, Inc.), which I bring down for what it may become applicable, in my opinion the Offer is convenient for the shareholders in Distribución y Servicio D&S S.A.

My opinion is based in my analysis performed in connection with the Offer and, in particular, upon the following issues and considerations on the subject matter:

The terms and conditions of the Offer as specified in the Prospectus, and particularly (i) the offered price; (ii) the offer to tender a 100% of target shares, and (iii) that payment of purchase price shall be in cash on the forth trading-day as from the publication of the Outcome Add, payable, upon shareholders option, in US Dollars or its equivalent in Chilean Pesos acconding to the average “Observed Exchange Rate” as published by the Banco Central de Chile in the Official Gazette through the 6-trading-day ended on the payment date.

2.	The offered price considers a valuation of Distribución y Servicio D&S S.A. that is better than the multiples according to which similar businesses are traded both in Chile and or in other countries in Latin America

3.	The offered price is higher than the book value of the share according to the most recent financial Information disclosed by the company to the Superintendencia de Valores y Seguros. These prices ratios constitute a significant profit to the shareholders tendering their shares under the Offer.

FINAL CONSIDERATION

The foregoing said, I hereby inform the shareholders in Distribución y Servicio D&S S.A. that I consider the Offer to be convenient, on time and satisfactory.

Substantially, I hereby opine as a member of the board of Director de Distribución y Servicio D&S S.A. and being so requested by the law.

Likewise, save for the agreements referred to in the Prospectus, I do hereby state that I have no relationship with the offeror that could condition and/or in any manner influence my opinion regarding the convenience posed by the Offer, different to that derived from my role as part of the controlling group.

My opinion may not be regarded, directly nor indirectly, as my investment advice either to tender or hold the shares in the company. The shareholders shall evaluate the Tender Offer independently from this opinion, considering their own expectations of business’ growth subject to the macroeconomic global environment and the attempt stated by Wal Mart concerning the prospects of the shareholders in Distribución y Servicio D&S S.A., as provided in the Prospectus. The shareholders are, as usual, free to request specific advice as deemed appropriate and to adopt the resolution that they estimate better for their interests.

Finally, I hereby declare that this opinion is made fulfilling Article 207© of Law N° 18,045, the Sucurities Market Act.

Sincerely,

Nicolás Ibáñez Scott

Member of the Board

Distribución y Servicio D&S S.A.

February 27, 2009.

Addressed to the shareholders’ in

Distribución y Servicio D&S S.A.

Present.

Dear Shareholders,

The Tender Offer terms, conditions and mechanics are specified in the prospectus that the offeror submitted to Distribución y Servicio D&S S.A. as of February 23, 2009 (the "Prospectus"). Any reference to the terms or specifics aspects of the Tender Offer shall be interpreted and construed as contemplated in such Prospectus.

REPRESENTATIONS

I am a board member of Distribución y Servicio D&S S.A. since January 29, 2009.

I am counsel and representative of shareholders conforming part of the controlling group.

I do not have ties of interests with the offeror that may influence my opinion on the convenience of the Tender Offer.

Finally, I hereby state that I am not a shareholder –directly or indirectly- in Distribución y Servicio D&S S.A.; thus I have no particular interest in the Tender Offer different to my interests provided by the relationship abovementioned.

REASONED OPINION

It is my opinion that the Tender Offer is convenient for the shareholders in Distribución y Servicio D&S S.A.

My opinion is based in my analysis performed in connection with the Tender Offer and, in particular, upon the following issues and considerations on the subject matter:

The terms and conditions of the Tender Offer as specified in the Prospectus, and particularly (i) the offered price; (ii) the offer to tender a 100% of target shares, and (iii) that payment of purchase price shall be in cash on the forth trading-day as from the publication of the Outcome Add, payable, upon shareholders option, in US Dollars or its equivalent in Chilean Pesos acconding to the average “Observed Exchange Rate” as published by the Banco Central de Chile in the Official Gazette through the 6-trading-day ended on the payment date.

2.	The offered price considers a valuation of Distribución y Servicio D&S S.A. that is better than the multiples according to which similar businesses are traded both in Chile and or in other countries in Latin America

The offered price is higher tan the book value of the share according to the most recent financial Information disclosed by the company to the Superintendencia de Valores y Seguros. These prices ratios constitute a significant profit to the shareholders tendering their shares under the Tender Offer.

The shareholders shall bear in mind that the liquidity of the shares issued by Distribución y Servicio D&S S.A. has significantly decreased. However, the company will continue recording stock trading; hence the company shall remain a publicly traded company for the purposes of the regulations applicable to corporations; what deems a safe harbor for those who opt not to tender.

FINAL CONSIDERATION

The foregoing said, I hereby inform the shareholders in Distribución y Servicio D&S S.A. that I consider the Tender Offer to be formulated in terms highly profitable to the current shareholders.

Substantially, I hereby opine as a member of the board of Director de Distribución y Servicio D&S S.A. and being so requested by the law.

Sincerely,

Jorge Gutiérrez

Member of the Board

Distribución y Servicio D&S S.A.

February 27, 2009.

Addressed to the shareholders’ in

Distribución y Servicio D&S S.A.

Present.

Dear Shareholders,

As of February 23, 2009, by means of an add published in El Mercurio and La Tercera newspapers, Wal-Mart Stores, Inc ("Wal Mart"), through its subsidiary Inversiones Australes Tres Limitada, launched a tender offer for the acquisition of shares issued by Distribución y Servicio D&S S.A. (the "Tender Offer"). The Tender Offer terms, conditions and mechanics are specified in the prospectus that the offeror submitted to Distribución y Servicio D&S S.A. as of February 23, 2009 (the "Prospectus"). Any reference to the terms or specifics aspects of the Tender Offer shall be interpreted and construed as contemplated in such Prospectus.

REPRESENTATIONS

I am a board member of Distribución y Servicio D&S S.A. since January 19, 2009.

I am legal counsel and representative of shareholders conforming part of the controlling group of Distribución y Servicio D&S S.A. and I had actively participated in the negotiating the agreements on which the Tender Offer is based.

I do not have ties of interests with the offeror that may influence my opinion on the convenience of the Tender Offer.

REASONED OPINION

Bearing in mind the facts and considerations described in my reasoned opinion dated December 29, 2008, concerning the tender offer launched as of December 23, 2008 by Inversiones Australes Tres Limitada (a subsidiary of Wal-Mart Stores, Inc.), which I bring down for what it may become applicable, in my opinion the Offer is convenient for the shareholders in Distribución y Servicio D&S S.A.

My opinion is based in my analysis performed in connection with the Tender Offer and, in particular, upon the following issues and considerations on the subject matter:

2.	The offered price considers a valuation of Distribución y Servicio D&S S.A. that is better than the multiples according to which similar businesses are traded both in Chile and or in other countries in Latin America

FINAL CONSIDERATION

The foregoing said, I hereby inform the shareholders in Distribución y Servicio D&S S.A. that I consider the Tender Offer to be convenient, on time and satisfactory.

Substantially, I hereby opine as a member of the board of Director de Distribución y Servicio D&S S.A. and being so requested by the law.

Kind regards,

Alberto Eguiguren Correa

Member of the Board

Distribución y Servicio D&S S.A.

Santiago, February 27, 2009

Shareholders of

Distribución y Servicio D&S S.A.

Present

Re:

Tender offer for the shares of Distribución y Servicio D&S S.A. by Inversiones Australes Tres Limitada.

Messrs. shareholders:

Reference is to the tender offer (the "Offer") made by Inversiones Australes Tres Limitada (the "Bidder") through publications made on February 23, 2009 in the newspapers El Mercurio and La Tercerea, with the purpose of acquiring 2,719,609,749 shares of Distribución y Servicio D&S S.A. ("D&S") corresponding to 41.7118% of the total shares of D&S, at a price of US$0.408 per share.

As a director of D&S, and in accordance with the terms of Article 207, letter (c), of the Securities Act, I hereby issue the following report with my opinion on the Offer.

I. Relationship with the Controller of the Company and the Bidder, and Interest in the Offer

I was elected director upon proposal of the Bidder, which is controlled by Wal-Mart Stores, lnc., a company incorporated under the laws of the state of Delaware, United States of America.

Currently, I hold the position of President & CEO at Wal-Mart Brazil Ltda.

Note that, as a consequence of a tender offer (the "Initial Offer") that concluded successful1y with the publication of the notice of outcome on January 25, 2009, the Bidder acquired 3,800,390,251 shares of D&S, representing 58.2882% of its share capital. Additional1y, the Bidder has entered into a stockholders' agreement with Mr. Nicolás Ibáñez Scott and Mr. Felipe Ibáñez Scott, and certain entities related to them, holders of 2,613,776,072 shares of D&S, representing 40.0885% of its capital stock.

I am not a shareholder of D&S, and other than as indicated above, I have no interest in the Offer.

II. Opinion on the Offer

In my opinion, the Offer may be convenient for those shareholders who are considering selling their shares at the price of the Initial Offer and realize today in cash their investment:

Price. The price of the Offer is the same as in the Initial Offer, and such price had a premium for control of 34.78% in respect of the market price of D&S when the Initial Offer was launched, which by legal definition was CLP$192.49.1

Liquidity. The decision of the shareholders to accept the Offer should also take into account that today the aggregate interest of Wal-Mart Stores, Inc and Messrs. Nicolás Ibáñez Scott and Felipe Ibáñez Scott adds to 98.3766% of the share capital of D&S. As a result, upon conclusion of the Offer, and depending on the shareholders who accept it, the number of shares that are effectively traded in the stock exchanges may be materially reduced, circumstance that may affect the ability to realize in cash the investment.

III. Final Considerations

I make the above statements based on the information indicated above, in my capacity as director of D&S, and as required by law.

I also point out that my view should not be considered, neither directly or indirectly, as a suggestion nor advice, whether to sell or not the shares of D&S. In fact, for such purpose, 1 suggest that the shareholders, if they deem it necessary, require the advise they deem most adequate, in legal, financial, tax and other aspects, so as to adopt an informed decision deemed convenient to their respective interest.

Without any further matter to refer to, with kind regards,

Héctor Núñez

Member of the Board

Distribución y Servicio D&S S.A.

cc: Superintendencia de Valores y Seguros

Bolsa de Comercio de Santiago - Bolsa de Valores

Bolsa Electrónica de Chile, Bolsa de Valores

Bolsa de Corredores - Bolsa de Valores

Inversiones Australes Tres limitada (Offeror)

IM Trust S.A. Corredores de Bolsa (Tender Offer Manager)

1 For the purposes of determining the premium for control, the market price was determined as provided by Article 199 of the Securities Act, assuming that the date of acquisition of the shares of D&S would be on January 25, 2009, and the "Dólar Observado" rate of the day before the publication of the notice of commencement of the Initial Offer was considered, which was CLP$635.88.

Santiago, February 27, 2009

Shareholders of

Distribución y Servicio D&S S.A.

Present

Re:

Tender offer for the shares of Distribución y Servicio D&S S.A. by Inversiones Australes Tres Limitada.

Messrs. shareholders:

As a director of D&S, and in accordance with the terms of Article 207, letter (c), of the Securities Act, I hereby issue the following report with my opinion on the Offer.

I. Relationship with the Controller of the Company and the Bidder, and Interest in the Offer

I was elected director upon proposal of the Bidder, which is controlled by Wal-Mart Stores, lnc., a company incorporated under the laws of the state of Delaware, United States of America.

Currently, I hold the position of President and CEO at Wal-Mart International.

I am not a shareholder of D&S, and other than as indicated above, I have no interest in the Offer.

II. Opinion on the Offer

In my opinion, the Offer may be convenient for those shareholders who are considering selling their shares at the price of the Initial Offer and realize today in cash their investment:

III. Final Considerations

I make the above statements based on the information indicated above, in my capacity as director of D&S, and as required by law.

Without any further matter to refer to, with kind regards,

Craig Herkert

Member of the Board

Distribución y Servicio D&S S.A.

cc: Superintendencia de Valores y Seguros

Bolsa de Comercio de Santiago - Bolsa de Valores

Bolsa Electrónica de Chile, Bolsa de Valores

Bolsa de Corredores - Bolsa de Valores

Inversiones Australes Tres limitada (Offeror)

IM Trust S.A. Corredores de Bolsa (Tender Offer Manager)

2 For the purposes of determining the premium for control, the market price was determined as provided by Article 199 of the Securities Act, assuming that the date of acquisition of the shares of D&S would be on January 25, 2009, and the "Dólar Observado" rate of the day before the publication of the notice of commencement of the Initial Offer was considered, which was CLP$635.88.

Santiago, February 27, 2009

Shareholders of

Distribución y Servicio D&S S.A.

Present

Re:

Tender offer for the shares of Distribución y Servicio D&S S.A. by Inversiones Australes Tres Limitada.

Messrs. shareholders:

As a director of D&S, and in accordance with the terms of Article 207, letter (c), of the Securities Act, I hereby issue the following report with my opinion on the Offer.

I. Relationship with the Controller of the Company and the Bidder, and Interest in the Offer

I was elected director upon proposal of the Bidder, which is controlled by Wal-Mart Stores, lnc., a company incorporated under the laws of the state of Delaware, United States of America.

Currently, I hold the position of Vice President – Controller, at Wal-Mart International in Wal-Mart Stores, Inc.

I am not a shareholder of D&S, and other than as indicated above, I have no interest in the Offer.

II. Opinion on the Offer

In my opinion, the Offer may be convenient for those shareholders who are considering selling their shares at the price of the Initial Offer and realize today in cash their investment:

III. Final Considerations

I make the above statements based on the information indicated above, in my capacity as director of D&S, and as required by law.

Without any further matter to refer to, with kind regards,

Wyman K. Atwell

Member of the Board

Distribución y Servicio D&S S.A.

cc: Superintendencia de Valores y Seguros

Bolsa de Comercio de Santiago - Bolsa de Valores

Bolsa Electrónica de Chile, Bolsa de Valores

Bolsa de Corredores - Bolsa de Valores

Inversiones Australes Tres limitada (Offeror)

IM Trust S.A. Corredores de Bolsa (Tender Offer Manager)

3 For the purposes of determining the premium for control, the market price was determined as provided by Article 199 of the Securities Act, assuming that the date of acquisition of the shares of D&S would be on January 25, 2009, and the "Dólar Observado" rate of the day before the publication of the notice of commencement of the Initial Offer was considered, which was CLP$635.88.

Santiago, February 27, 2009

Shareholders of

Distribución y Servicio D&S S.A.

Present

Re:

Tender offer for the shares of Distribución y Servicio D&S S.A. by Inversiones Australes Tres Limitada.

Messrs. shareholders:

As a director of D&S, and in accordance with the terms of Article 207, letter (c), of the Securities Act, I hereby issue the following report with my opinion on the Offer.

I. Relationship with the Controller of the Company and the Bidder, and Interest in the Offer

I was elected director upon proposal of the Bidder, which is controlled by Wal-Mart Stores, lnc., a company incorporated under the laws of the state of Delaware, United States of America.

Currently, I hold the position of President & CEO at Wal-Mart Argentina S.R.L.

I am not a shareholder of D&S, and other than as indicated above, I have no interest in the Offer.

II. Opinion on the Offer

In my opinion, the Offer may be convenient for those shareholders who are considering selling their shares at the price of the Initial Offer and realize today in cash their investment:

III. Final Considerations

I make the above statements based on the information indicated above, in my capacity as director of D&S, and as required by law.

Without any further matter to refer to, with kind regards,

Ezequiel Gómez Berard

Member of the Board

Distribución y Servicio D&S S.A.

cc: Superintendencia de Valores y Seguros

Bolsa de Comercio de Santiago - Bolsa de Valores

Bolsa Electrónica de Chile, Bolsa de Valores

Bolsa de Corredores - Bolsa de Valores

Inversiones Australes Tres limitada (Offeror)

IM Trust S.A. Corredores de Bolsa (Tender Offer Manager)

4 For the purposes of determining the premium for control, the market price was determined as provided by Article 199 of the Securities Act, assuming that the date of acquisition of the shares of D&S would be on January 25, 2009, and the "Dólar Observado" rate of the day before the publication of the notice of commencement of the Initial Offer was considered, which was CLP$635.88.

Santiago, February 27, 2009

Shareholders of

Distribución y Servicio D&S S.A.

Present

Re:

Tender offer for the shares of Distribución y Servicio D&S S.A. by Inversiones Australes Tres Limitada.

Messrs. shareholders:

As a director of D&S, and in accordance with the terms of Article 207, letter (c), of the Securities Act, I hereby issue the following report with my opinion on the Offer.

I. Relationship with the Controller of the Company and the Bidder, and Interest in the Offer

I was elected director upon proposal of the Bidder, which is controlled by Wal-Mart Stores, lnc., a company incorporated under the laws of the state of Delaware, United States of America.

Currently, I hold the position of International HR VP, the Americas at Wal-Mart Stores Inc.

I am not a shareholder of D&S, and other than as indicated above, I have no interest in the Offer.

II. Opinion on the Offer

In my opinion, the Offer may be convenient for those shareholders who are considering selling their shares at the price of the Initial Offer and realize today in cash their investment:

III. Final Considerations

I make the above statements based on the information indicated above, in my capacity as director of D&S, and as required by law.

Without any further matter to refer to, with kind regards,

José G. Hernández

Member of the Board

Distribución y Servicio D&S S.A.

cc: Superintendencia de Valores y Seguros

Bolsa de Comercio de Santiago - Bolsa de Valores

Bolsa Electrónica de Chile, Bolsa de Valores

Bolsa de Corredores - Bolsa de Valores

Inversiones Australes Tres limitada (Offeror)

IM Trust S.A. Corredores de Bolsa (Tender Offer Manager)

5 For the purposes of determining the premium for control, the market price was determined as provided by Article 199 of the Securities Act, assuming that the date of acquisition of the shares of D&S would be on January 25, 2009, and the "Dólar Observado" rate of the day before the publication of the notice of commencement of the Initial Offer was considered, which was CLP$635.88.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santiago, Chile.


	DISTRIBUCIÓN Y SERVICIO D&S S.A.

	By:	/s/ Mario Medina
		Mario Medina
		Chief Financial Officer

Dated: ~~February~~March 273, 2009

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