"We think there are deeper issues here. Is Wal-Mart losingmarket share to the food retailers?" Grom said. "And has itsattempt to upscale alienated its customer? We think it mayhave."

Wal-Mart's apparel, including its more upscale Georgecollection, has not been successful, the panel said, and itsorganic food offerings are not drawing shoppers from Whole Foods,which is a different customer base. Meanwhile, renovating stores tolook more upscale may scare off lower-end shoppers.

"If they're alienating the core customer base and not bringingin the upscale customer, they're caught in a tough place," Gromsaid.

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