<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                Washington, D.C. 20549
                                           
                                   ---------------
                                           
                                       FORM S-8
                                           
                               REGISTRATION STATEMENT 
                                        Under
                             The Securities Act of 1933 
                                           
                                   ---------------
                                           
                              DAYTON HUDSON CORPORATION
                (Exact name of Registrant as specified in its charter)
                                           
           Minnesota                               41-0215170
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)               Identification No.)

         777 Nicollet Mall                         55402-2055
        Minneapolis, Minnesota                     (Zip Code)
(Address of Principal Executive Offices)

                              DAYTON HUDSON CORPORATION 
                        SUPPLEMENTAL RETIREMENT, SAVINGS, AND
                            EMPLOYEE STOCK OWNERSHIP PLAN
                               (Full title of the plan)
                                           
                               JoAnn Bogdan, Controller
                              Dayton Hudson Corporation
                                  777 Nicollet Mall
                                Minneapolis, MN  55402
                                 (Name and address of
                                  agent for service)
                                           
                                    (612) 370-6948
            (Telephone number, including area code, of agent for service)
                                           
                           CALCULATION OF REGISTRATION FEE
                                           
   Title of           Amount          Proposed      Proposed        Amount of
  Securities          to be           maximum       maximum       registration
    to be          registered (1)     offering      aggregate          fee
  registered                          price per     offering
                                      share (2)     price (2)
-------------------------------------------------------------------------------
 Common Stock,
   $.3333
  par value
 (including          5,000,000         $47.3125    $236,562,500      $71,686
  preferred            shares
    share           
  purchase
   rights)
-------------------------------------------------------------------------------
                        (cover page is continued on next page)


<PAGE>

(1) The number of shares being registered represents the number of additional 
shares of Common Stock which may be issued to the Dayton Hudson Corporation
Supplemental Retirement, Savings, and Employee Stock Ownership Plan in addition
to shares previously registered. 

(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on the New York Stock Exchange consolidated transactions composite tape
on May 16, 1997. This Registration Statement will become effective immediately 
upon filing pursuant to Rule 462 under the Securities Act of 1933.

    Pursuant to General Instruction E of the General Instructions to Form 
S-8, this Registration Statement incorporates by reference the contents of 
the Registrant's Registration Statement on Form S-8 (File No. 33-66050).

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. 

                                     PART II
                                         
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           
Item 8.  Exhibits.

    Exhibit                  Description
    -------                  -----------
    (5)       Opinion of Counsel re Legality.
    
    (23.1)    Consent of Ernst & Young LLP.
    
    (23.2)    Consent of Counsel is contained in the opinion filed as
              Exhibit (5) to this Registration Statement.
    
    (24)      Powers of Attorney.

<PAGE>

                                      SIGNATURES
                                           
    THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis and the State of Minnesota, on the
19th day of May, 1997. 

                                       DAYTON HUDSON CORPORATION 


                                       By /s/ Douglas A. Scovanner
                                          ---------------------------------
                                          Douglas A. Scovanner, Senior Vice
                                          President and Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 19th day of May, 1997 by the
following persons in the capacities indicated: 


 /s/ Robert J. Ulrich             Chairman of the Board and Chief Executive
----------------------------------
    Robert J. Ulrich              Officer (Principal Executive Officer)


 /s/ Douglas A. Scovanner         Senior Vice President and Chief Financial
----------------------------------
    Douglas A. Scovanner          Officer (Principal Financial Officer)


 /s/ JoAnn Bogdan                 Controller and Chief Accounting Officer
----------------------------------
    JoAnn Bogdan                  (Principal Accounting Officer)


LIVIO D. DeSIMONE
ROGER A. ENRICO
WILLIAM W. GEORGE
ROGER L. HALE
BETTY RUTH HOLLANDER
MICHELE J. HOOPER
JAMES A. JOHNSON                       DIRECTORS
RICHARD M. KOVACEVICH
STEPHEN W. SANGER
SOLOMON D. TRUJILLO
ROBERT J. ULRICH
JOHN R. WALTER

    Douglas A. Scovanner, by signing his name on the 19th day of May, 1997,
does hereby sign this document pursuant to powers of attorney duly executed by
the Directors named, filed with the Securities and Exchange Commission on behalf
of such Directors, all in the capacities and on the date stated, such persons
being all of the Directors of the Registrant.




                                         /s/ Douglas A. Scovanner
                                        --------------------------------------
                                        Douglas A. Scovanner, Attorney-in-fact


<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION 
                                           
                               Washington, D.C.  20549
                                           
                                           
                                           
                                           
                                   ----------------
                                           
                                           
                                       EXHIBITS
                                           
                                          TO
                                           
                                       FORM S-8
                                           
                                           
                                           
                                           
                               REGISTRATION STATEMENT 
                                           
                                        UNDER 
                                           
                             THE SECURITIES ACT OF 1933 
                                           
                                   ---------------
                                           
                                           
                              DAYTON HUDSON CORPORATION


<PAGE>

                                    EXHIBIT INDEX
                                           
Exhibit
Number        Description                                                   Page
-------       -----------                                                   ----
(5)           Opinion of Counsel re Legality. . . . . . . . . . . . . . .

(23.1)        Consent of Ernst & Young LLP  . . . . . . . . . . . . . . . 

(23.2)        Consent of Counsel is contained in the opinion filed 
              as Exhibit (5) to this Registration Statement.

(24)          Powers of Attorney. . . . . . . . . . . . . . . . . . . . .
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9144}]
{"company-data": {"conformed-name": "DAYTON HUDSON CORP", "cik": "0000027419", "assigned-sic": "5331", "irs-number": "410215170", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27435", "film-number": "97611598"}, "business-address": {"street1": "777 NICOLLET MALL", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123706948"}, "mail-address": {"street1": "777 NICOLLET MALL", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}, "former-company": {"former-conformed-name": "DAYTON CORP", "date-changed": "19690728"}}
SECURITIES AND EXCHANGE COMMISSION
                                           
                                Washington, D.C. 20549
                                           
                                   ---------------
                                           
                                       FORM S-8
                                           
                               REGISTRATION STATEMENT 
                                        Under
                             The Securities Act of 1933 
                                           
                                   ---------------
                                           
                              DAYTON HUDSON CORPORATION
                (Exact name of Registrant as specified in its charter)
                                           
           Minnesota                               41-0215170
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)               Identification No.)

         777 Nicollet Mall                         55402-2055
        Minneapolis, Minnesota                     (Zip Code)
(Address of Principal Executive Offices)

                              DAYTON HUDSON CORPORATION 
                        SUPPLEMENTAL RETIREMENT, SAVINGS, AND
                            EMPLOYEE STOCK OWNERSHIP PLAN
                               (Full title of the plan)
                                           
                               JoAnn Bogdan, Controller
                              Dayton Hudson Corporation
                                  777 Nicollet Mall
                                Minneapolis, MN  55402
                                 (Name and address of
                                  agent for service)
                                           
                                    (612) 370-6948
            (Telephone number, including area code, of agent for service)
                                           
                           CALCULATION OF REGISTRATION FEE
                                           
   Title of           Amount          Proposed      Proposed        Amount of
  Securities          to be           maximum       maximum       registration
    to be          registered (1)     offering      aggregate          fee
  registered                          price per     offering
                                      share (2)     price (2)
-------------------------------------------------------------------------------
 Common Stock,
   $.3333
  par value
 (including          5,000,000         $47.3125    $236,562,500      $71,686
  preferred            shares
    share           
  purchase
   rights)
-------------------------------------------------------------------------------
                        (cover page is continued on next page)
(1) The number of shares being registered represents the number of additional 
shares of Common Stock which may be issued to the Dayton Hudson Corporation
Supplemental Retirement, Savings, and Employee Stock Ownership Plan in addition
to shares previously registered. 

(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on the New York Stock Exchange consolidated transactions composite tape
on May 16, 1997. This Registration Statement will become effective immediately 
upon filing pursuant to Rule 462 under the Securities Act of 1933.

    Pursuant to General Instruction E of the General Instructions to Form 
S-8, this Registration Statement incorporates by reference the contents of 
the Registrant's Registration Statement on Form S-8 (File No. 33-66050).

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. 

                                     PART II
                                         
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           
Item 8.  Exhibits.

    Exhibit                  Description
    -------                  -----------
    (5)       Opinion of Counsel re Legality.
    
    (23.1)    Consent of Ernst & Young LLP.
    
    (23.2)    Consent of Counsel is contained in the opinion filed as
              Exhibit (5) to this Registration Statement.
    
    (24)      Powers of Attorney.
SIGNATURES
                                           
    THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis and the State of Minnesota, on the
19th day of May, 1997. 

                                       DAYTON HUDSON CORPORATION 

                                       By /s/ Douglas A. Scovanner
                                          ---------------------------------
                                          Douglas A. Scovanner, Senior Vice
                                          President and Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 19th day of May, 1997 by the
following persons in the capacities indicated: 

 /s/ Robert J. Ulrich             Chairman of the Board and Chief Executive
----------------------------------
    Robert J. Ulrich              Officer (Principal Executive Officer)

 /s/ Douglas A. Scovanner         Senior Vice President and Chief Financial
----------------------------------
    Douglas A. Scovanner          Officer (Principal Financial Officer)

 /s/ JoAnn Bogdan                 Controller and Chief Accounting Officer
----------------------------------
    JoAnn Bogdan                  (Principal Accounting Officer)

LIVIO D. DeSIMONE
ROGER A. ENRICO
WILLIAM W. GEORGE
ROGER L. HALE
BETTY RUTH HOLLANDER
MICHELE J. HOOPER
JAMES A. JOHNSON                       DIRECTORS
RICHARD M. KOVACEVICH
STEPHEN W. SANGER
SOLOMON D. TRUJILLO
ROBERT J. ULRICH
JOHN R. WALTER

    Douglas A. Scovanner, by signing his name on the 19th day of May, 1997,
does hereby sign this document pursuant to powers of attorney duly executed by
the Directors named, filed with the Securities and Exchange Commission on behalf
of such Directors, all in the capacities and on the date stated, such persons
being all of the Directors of the Registrant.

                                         /s/ Douglas A. Scovanner
                                        --------------------------------------
                                        Douglas A. Scovanner, Attorney-in-fact
SECURITIES AND EXCHANGE COMMISSION 
                                           
                               Washington, D.C.  20549
                                           
                                           
                                           
                                           
                                   ----------------
                                           
                                           
                                       EXHIBITS
                                           
                                          TO
                                           
                                       FORM S-8
                                           
                                           
                                           
                                           
                               REGISTRATION STATEMENT 
                                           
                                        UNDER 
                                           
                             THE SECURITIES ACT OF 1933 
                                           
                                   ---------------
                                           
                                           
                              DAYTON HUDSON CORPORATION
EXHIBIT INDEX
                                           
Exhibit
Number        Description                                                   Page
-------       -----------                                                   ----
(5)           Opinion of Counsel re Legality. . . . . . . . . . . . . . .

(23.1)        Consent of Ernst & Young LLP  . . . . . . . . . . . . . . . 

(23.2)        Consent of Counsel is contained in the opinion filed 
              as Exhibit (5) to this Registration Statement.

(24)          Powers of Attorney. . . . . . . . . . . . . . . . . . . . .