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

(Print or Type Responses)	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, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
 Investment Company Act of 1940	OMB APPROVAL	
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 1. Name and Address of Reporting Person *

Trestman,    Frank    D.
(Last)            (First)              (Middle)

7075 Flying Cloud Drive
(Street)

Eden Prairie, MN    55344
(City)       (State)          (Zip)

 	 2. Issuer Name and Ticker
    or Trading Symbol

Best Buy Co., Inc.   BBY

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

	 4. Statement for
 (Month/Day/Year)

12/20/02

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

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

    X   Director
 
       10% Owner
 
       Officer (give title below)
 
       Other (specify below)

 

 7. 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)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock	 	12/20/02	M	 	60,000	A	$2.13	 	D	 	
Common Stock	 	12/20/02	M	 	5,000	A	$11.46	 	D	 	
Common Stock	 	 	 	 	 	 	 	208,850	D	 	
Common Stock	 	 	 	 	 	 	 	108,000	I	Spouse Trustee / Family Trust	

 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	

 

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 Underlying Securities
(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 of Derivative Securities : Direct (D) or Indirect (I)
(Instr. 4)	11. Nature of Indirect Beneficial Ownership
(Instr. 4)	
				Code	V	(A)	(D)	Date
Exercisable	Expiration
Date	Title	Amount or Number of Shares					
Stock Option (Right to Buy)	$2.13	12/20/02	 	M	 	 	60,000	 	04/17/07	Common Stock	60,000	$2.13	0	D	 	
Stock Option (Right to Buy)	$34.79	 	 	 	 	 	 	 	04/15/08	Common Stock	 	 	7,500	D	 	
Stock Option (Right to Buy)	$11.46	12/20/02	 	M	 	 	5,000	 	 04/23/08	Common Stock	5,000	$11.46	25,000	D	 	
Stock Option (Right to Buy)	$46.75	 	 	 	 	 	 	 	04/13/10	Common Stock	 	 	7,500	D	 	
Stock Option (Right to Buy)	$37.06	 	 	 	 	 	 	 	04/26/11	Common Stock	 	 	7,500	D	 	
Stock Option (Right to Buy)	$51.27	 	 	 	 	 	 	 	04/10/12	Common Stock	 	 	7,500	D	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 

 Explanation of Responses:

 

 

/s/ Nancy J. Wigchers
** Signature of Reporting Person	12/23/02
Date	

Nancy J. Wigchers
Attorney-in-fact for Frank D. Trestman

 
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.
 
http://www.sec.gov/divisions/corpfin/forms/form4.htm
Last update: 09/05/2002

 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that I, Frank D. Trestman, hereby constitute and appoint Joseph M. Joyce, Nancy J. Wigchers, Mark Geldernick, and Joseph W. Wirth and each of them, my true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution for me and in my name, place and stead, to sign any reports on Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Changes in Beneficial Ownership) relating to transactions by me in Common Stock or other securities of Best Buy Co., Inc., and all amendments thereto, and to file the same, with the Securities and Exchange Commission and the New York Stock Exchange, Inc., granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall be effective until such time as I deliver a written revocation thereof to my above-named attorneys-in-fact and agents.

Dated:  August 22, 2002	/s/ Frank D. Trestman	
 	Frank D. Trestman