ARTICLES OF AMENDMENT OF
                  AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                                  BEST BUY CO., INC.

     WE, THE UNDERSIGNED, being officers of Best Buy Co., Inc., a Minnesota
corporation subject to the provisions of Minnesota Statutes, Chapter 302A, of
the Minnesota Business Corporation Act, do hereby certify that the resolutions
as hereinafter set forth were adopted on the 25th day of June, 1998, by the
affirmative vote of the holders of a majority of the voting power of the shares
present and entitled to vote:


     RESOLVED:

          The Shareholders of this corporation do hereby amend Article IV of the
     corporation's Amended and Restated Articles of Incorporation to read as
     follows:

                                      ARTICLE IV
                                       CAPITAL

               The aggregate number of shares of all classes of stock which this
          corporation shall have the authority to issue is Four Hundred Million
          Four Hundred Thousand (400,400,000) shares consisting of:

          (1)  400,000,000 shares of Common Stock, par value of $.10 per share; 
               and

          (2)  400,000 shares of Preferred Stock, par value of $1.00 per share.

          The holders of shares of Common Stock shall have one vote for each
          share of Common Stock held of record on each matter submitted to the
          holders of shares of Common Stock.


     RESOLVED 
     FURTHER:

          The Chairman and Chief Executive Officer and the Secretary of this
     corporation shall be, and they each hereby are, authorized, empowered and
     directed to make, execute and acknowledge such document(s) as may be
     required by Minnesota Statutes, Chapter 302A, to reflect this amendment to
     the Amended and Restated Articles of Incorporation and to cause such
     document to be filed for record in the manner required by law.



                                     /s/ Richard M. Schulze                   
                                     -----------------------------------------
                                     Richard M. Schulze                 
                                     Chairman and Chief Executive Officer

                                     /s/ Elliot S. Kaplan                     
                                     -----------------------------------------
                                     Elliot S. Kaplan
                                     Secretary