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):  June 5, 2000



                     KOHL'S CORPORATION

    (Exact name of registrant as specified in its charter)


     Wisconsin            1-11084           39-1630919
  (State or other       (Commission        (IRS Employer
  jurisdiction of       File Number)       Identification
   incorporation)                               No.)


       N56 W17000 Ridgewood Drive
       Menomonee Falls, WI                           53051
      (Address of principal executive offices)     (Zip Code)

  Registrant's telephone number, including area code:  (262) 703-7000










Item 5.  Other Events

     On June 5, 2000 the Registrant issued a press
release regarding the offer of zero-coupon convertible
subordinated debentures.  A copy of the press release
is being filed as Exhibit 99.1 hereto.


Item 7.  Financial Statements and Exhibits

     (c) Exhibits

          99.1      Press Release dated June 5, 2000




                      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 hereunto duly authorized.


Dated:  June 5, 2000            KOHL'S CORPORATION



                                By:  /s/ Arlene Meier
                                   -------------------------------------
                                   Arlene Meier, Chief Financial Officer




                     EXHIBIT INDEX

No.            Description

99.1           Press Release dated June 5, 2000

EX-99.1

                                           Exhibit 99.1


National & Retail Trades & First Call


                  KOHL'S CORPORATION

MENOMONEE FALLS, Wisconsin- June 5,2000/Buswire--Kohl's
Corporation (NYSE: KSS), today announced that it
intends, subject to market and other conditions, to
raise approximately US$300 million (excluding proceeds
of the over-allotment option, if any) through an
offering of zero-coupon convertible subordinated
debentures to qualified institutional investors.

The company stated that it intends to use the net
proceeds of the offering for general corporate
purposes, including funding store expansion.  Proceeds
will initially be used to pay borrowings under the
Company's outstanding revolving credit facility and
accounts receivable financing program.

Kohl's Corporation operates 298 family-focused, value-
oriented department stores in 25 states.  Kohl's stores
feature moderately priced national brand apparel,
shoes, accessories and home products.  The Company is
incorporated in Wisconsin.

This news release does not constitute an offer to sell
or the solicitation of an offer to buy the securities.
Any offers of the securities will be made only by means
of a private offering memorandum.  The securities to be
offered will not be registered under the Securities Act
of 1933, as amended, or applicable state securities
laws, and may not be offered or sold in the United
States absent registration under the Securities Act and
applicable state securities laws or available
exemptions from such registration requirements.

Contact:  Arlene Meier, Chief Financial Officer, (262) 703-1646
          Patti Johnson, Sr. VP - Finance, (262) 703-1893

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