As filed with the Securities and Exchange Commission on July 12, 2002

Registration No. 333-83562

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 4
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

MINNESOTA
 
41-0907483
 
DELAWARE
 
41-1822872
(State or other jurisdiction
of incorporation or organization)		   (I.R.S. Employer
Identification Number)		   (State or other jurisdiction
of incorporation or organization)		   (I.R.S. Employer
Identification Number)

7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(952) 947-2000
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)

Joseph M. Joyce
Senior Vice President and General Counsel
Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(952) 947-2000
(Name and address, including zip code, and telephone number,
including area code, of agent for service of process)		   Copies to:
  
Anne M. Rosenberg
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, Minnesota 55402
(612) 349-8500

        Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this Registration Statement as determined by market conditions.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/

        If this Registration Statement is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /

        If this Registration Statement is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

        The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.    Exhibits

8.1   Opinion of Ernst & Young LLP, dated July 12, 2002, as to certain tax matters.
23.1   Consent of Ernst & Young LLP.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Best Buy Co., Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 12th day of July, 2002.

    BEST BUY CO., INC.

 
 
By:
/s/  DARREN R. JACKSON      
Darren R. Jackson
 Executive Vice President—Finance, and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed by the following directors and officers of Best Buy Co., Inc. in the capacities indicated on the 12th day of July, 2002.

Signature
   Title

 
 
 
*
Bradbury H. Anderson		   Vice Chairman, Chief Executive Officer (principal executive officer) and Director

/s/  DARREN R. JACKSON      
Darren R. Jackson
 
Executive Vice President—Finance, and Chief Financial Officer (principal financial and accounting officer)

*
Richard M. Schulze
 
Director

*
Robert T. Blanchard
 
Director

*
Jack W. Eugster
 
Director

*
Kathy Higgins Victor
 
Director

 
 
 

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*
Elliot S. Kaplan
 
Director

*
Allen U. Lenzmeier
 
Director

*
Mark C. Thompson
 
Director

*
Frank D. Trestman
 
Director

*
Hatim A. Tyabji
 
Director

*
James C. Wetherbe
 
Director

*By:
 
/s/  DARREN R. JACKSON      
 
 
 
 
   
Darren R. Jackson
 Attorney-in-fact		        

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Best Buy Stores, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 12th day of July, 2002.

    BEST BUY STORES, L.P.

 
 
By:
BBC Property Co., General Partner

 
 
By
/s/  DARREN R. JACKSON      
Darren R. Jackson
 Executive Vice President—Finance, and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed by the following directors and officers of BBC Property Co., General Partner of Best Buy Stores, L.P., in the capacities indicated on the 12th day of July, 2002.

Signature
   Title

 
 
 
*
Bradbury H. Anderson		   Chief Executive Officer (principal executive officer) and Director

/s/  DARREN R. JACKSON      
Darren R. Jackson
 
Executive Vice President—Finance, Chief Financial Officer (principal financial and accounting officer) and Director

*
Allen U. Lenzmeier
 
Director

*By:
 
/s/  DARREN R. JACKSON      
 
 
 
 
   
Darren R. Jackson
 Attorney-in-fact		        

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EXHIBIT INDEX

Exhibit No.
   Description
8.1   Opinion of Ernst & Young LLP, dated July 12, 2002, as to certain tax matters.
23.1   Consent of Ernst & Young LLP.

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