SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHULZE RICHARD M

(Last)

(First)

(Middle)

7601 PENN AVENUE SOUTH

(Street)

RICHFIELD

55423

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEST BUY CO INC [ BBY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2004		S⁽¹⁾		33,336	D	$49.11	48,570,635	I	Trustee for revocable trust
Common Stock								491,742	D
Common Stock								1,150	I⁽²⁾	Spouse
Common Stock								126,582	I	Spouse irrevocable trust
Common Stock								4,824	I⁽²⁾	Trustee for children's trusts
Common Stock								47,185	I	401(k) plan
Common Stock								633,446	I	Sole general partner of limited partnership
Common Stock								21,115	I	Sole member of LLC which is sole general partner of limited partnership
Common Stock								690	I	IRA
Common Stock								684	I	Spouse IRA
Common Stock								737,529	I	GRAT
Common Stock								762,029	I	Spouse GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$11.46							04/24/1998	04/23/2008	Common Stock	480,000		480,000	D
Stock Option (Right to Buy)	$34.79							04/16/1999	04/15/2009	Common Stock	150,000		150,000	D
Stock Option (Right to Buy)	$34.79							04/16/1999	04/15/2009	Common Stock	7,500		7,500	D
Stock Option (Right to Buy)	$46.75							04/14/2000⁽³⁾	04/13/2010	Common Stock	600,000		600,000	D
Stock Option (Right to Buy)	$46.75							04/14/2000	04/13/2010	Common Stock	7,500		7,500	D
Stock Option (Right to Buy)	$37.06							04/27/2001⁽³⁾	04/26/2011	Common Stock	375,000		375,000	D
Stock Option (Right to Buy)	$37.06							04/27/2001	04/26/2011	Common Stock	7,500		7,500	D
Stock Option (Right to Buy)	$51.27							04/11/2002⁽³⁾	04/10/2012	Common Stock	127,500		127,500	D
Stock Option (Right to Buy)	$51.27							04/11/2002	04/10/2012	Common Stock	7,500		7,500	D
Stock Option (Right to Buy)	$30.98							04/14/2003	04/13/2013	Common Stock	7,500		7,500	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on June 26, 2003.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

3. The options vest in four equal installments beginning one year from the date of grant.

	/s/ Nancy J. Wigchers Attorney-in-fact for Richard M. Schulze	03/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.