8-K

                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549



                                       FORM 8-K



                                    CURRENT REPORT



                          Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934



             Date of Report (Date of earliest event reported) May 1, 1996


                                  BEST BUY CO., INC.
                (Exact name of registrant as specified in its charter)



                                      MINNESOTA
                    (State or other jurisdiction of incorporation)



                  1-9595                                   41-0907483
         (Commission File Number)           (IRS Employer Identification Number)



           7075 Flying Cloud Drive                              55344
           Eden Prairie, Minnesota                            (Zip Code)
    (Address of principal executive offices)


          Registrant's telephone number, including area code:  612/947-2000


                                    Not applicable
            (Former name or former address, if changed since last report)



ITEM 5.  OTHER EVENTS.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Best Buy Co., Inc. (the "Company") is hereby
filing cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in forward-
looking statements of the Company made by or on behalf of the Company.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The following is filed as an Exhibit to this Report.

    Exhibit No.                   Description of Exhibit
    -----------                   ----------------------

    99                            Cautionary statement for purposes of the
                                  "Safe Harbor" provisions of the Private
                                  Securities Litigation Reform Act of 1995.


                                      SIGNATURE

    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 hereunto duly authorized.


                                  BEST BUY CO., INC.
                                  (Registrant)


Date: May 1, 1996       By: /s/ Allen U. Lenzmeier
                            -------------------------------------
                        Name:     Allen U. Lenzmeier
                        Title:    Executive Vice President & Chief Financial
                                  Officer



                                    EXHIBIT INDEX

Exhibit
Number             Description of Exhibit
- ------             ----------------------
99                 Cautionary statement for purposes of the "Safe Harbor"
                   provisions of the Private Securities Litigation Reform Act
                   of 1995.

EX-99

                                                                      EXHIBIT 99


The provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act"), which became law in late December 1995 provides companies with a "safe
harbor" when making forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation, so
long as those statements are identified as forward-looking and are accompanied
by meaningful cautionary language identifying the important factors that could
cause actual results to differ materially from those projected in the statement.
The Company wishes to take advantage of the new "safe harbor" provisions of the
Act and is filing this Current Report on Form 8-K in order to do so.  In the
absence of any published interpretations of the Act's provisions, the Company
has identified the following factors which could cause the Company's actual
financial results to differ materially from any such projections, forecasts or
estimates made by or on behalf of the Company in forward-looking statements.

a)  Changes in levels of competition from current competitors and potential new
    competition from both retail stores and alternative methods or channels of
    distribution such as electronic and telephone shopping services and mail
    order;

b)  loss of a significant vendor or prolonged disruption of product supply;

c)  the presence or absence of new products in the product categories the
    Company represents;

d)  changes in the Federal income tax rules and regulations or interpretations
    of existing legislation;

e)  changes in the general economic conditions in the United States including,
    but not limited to, the levels and availability of consumer debt, the
    levels of interest rates, and consumer sentiment about the economy in
    general;

f)  changes in the cost of materials used in and distribution of the Company's
    print advertising;

g)  changes in availability of working capital financing from vendors and
    lending institutions, including the availability of long-term financing to
    support self developed and third party developed retail store and
    distribution facilities;

h)  adverse results in significant litigation matters;

i)  the imposition of additional restrictions or regulations regarding the sale
    of products and or services the Company sells;

j)  changes in the cost or availability of labor sufficient to support the
    Company's operations.

The foregoing should not be construed as an exhaustive list of all factors which
could cause actual results to differ materially from those expressed in forward-
looking statements made by the Company.