<PAGE>


                                                           FILE NO. 333-_____

                AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                  ON JUNE 25, 1997

                        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 EXECUTIVE DEFERRED COMPENSATION PLAN
       DAYTON HUDSON CORPORATION HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN
         DAYTON HUDSON CORPORATION SMG EXECUTIVE DEFERRED COMPENSATION PLAN
           DAYTON HUDSON CORPORATION DIRECTOR DEFERRED COMPENSATION 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


-------------------------------------------------------------------------------
                                    Proposed        Proposed  
Title of                             maximum         maximum   
Securities       Amount             offering        aggregate     Amount of  
to be            to be              price per       offering      registration
registered       registered          share           price (2)        fee     
-------------------------------------------------------------------------------

Deferred        
Compensation       $52,000,000         100%        $52,000,000       $15,758
Obligations (1) 

-------------------------------------------------------------------------------
                        (cover page is continued on next page)



<PAGE>

(1)   The Deferred Compensation Obligations are unsecured obligations of 
Dayton Hudson Corporation to pay deferred compensation in the future in 
accordance with the terms and conditions of the Dayton Hudson Corporation 
Highly Compensated Capital Accumulation Plan, the Dayton Hudson Corporation 
Executive Deferred Compensation Plan, the Dayton Hudson Corporation SMG 
Executive Deferred Compensation Plan and the Dayton Hudson Corporation 
Director Deferred Compensation Plan (the "Plans").  The Deferred Compensation 
Obligations being registered represent the maximum amount of compensation 
deferrals which, it is anticipated, may be made by participants in the Plans 
during the approximate 24 month period following the initial offering date 
under this Registration Statement.

(2)   Computed in accordance with Rule 457(h) under the Securities Act of 1933, 
as amended, solely for the purpose of calculating the registration fee.

                                 PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8 
will be sent or given to participating employees and directors as specified 
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the 
"Securities Act").  These documents and the documents incorporated by 
reference into this Registration Statement pursuant to Item 3 of Part II of 
this Registration Statement, taken together, constitute a prospectus that 
meets the requirements of Section 10(a) of the Securities Act.

                                  PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

     The following documents filed by Dayton Hudson Corporation (the 
"Company") with the Securities and Exchange Commission (the "Commission") are 
incorporated herein by reference:

             (1)   the Company's Annual Report on Form 10-K for the fiscal 
year ended February 1, 1997; and

             (2)   the Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended May 3, 1997.

    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") 
subsequent to the date this Registration Statement is filed with the 
Commission, and prior to the filing of a post-effective amendment which 
indicates that all securities offered by this Registration Statement have 
been sold or which deregisters all such securities then remaining unsold, 
shall be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of the filing of such 
documents.  

     Any statement contained in a document incorporated or deemed to be 
incorporated herein by reference shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any subsequently filed document which also is, or is 
deemed to be, incorporated by reference herein modifies or supersedes such 
prior statement.  Any statement so modified or superseded shall not be 
deemed, 



<PAGE>

except as so modified or superseded, to constitute a part of this 
Registration Statement, except as indicated herein.

Item 4.           Description of Securities.

     The Company maintains four deferred compensation plans for select groups 
of management, highly compensated employees and directors:  the Dayton Hudson 
Corporation Highly Compensated Capital Accumulation Plan, effective January 
1, 1989 (the "HCCA Plan," applicable to eligible highly compensated 
employees), the Dayton Hudson Corporation SMG Executive Deferred Compensation 
Plan, effective January 1, 1997 (the "SMG Plan," applicable to select groups 
of management),  the Dayton Hudson Corporation Executive Deferred 
Compensation Plan, effective January 1, 1995 (the "Executive Plan," 
applicable to select groups of management), and the Dayton Hudson Corporation 
Director Deferred Compensation Plan, effective January 1, 1997 (the "Director 
Plan," applicable to certain directors of the Company, and, collectively with 
the HCCA Plan, the SMG Plan and the Executive Plan, the "Deferred 
Compensation Plans").  The following description of the Deferred Compensation 
Plans is qualified by reference to the exhibits that are a part of this 
Registration Statement.  Capitalized terms used in this Registration 
Statement and not otherwise defined herein are defined in the Deferred 
Compensation Plans.

      The Deferred Compensation Plans will provide a select group of 
management, highly compensated employees and certain directors of the Company 
and certain of its subsidiaries with the opportunity to elect to defer a 
specified percentage of their future cash compensation.  The Deferred 
Compensation Obligations of  the Company (the "Obligations") under the 
Deferred Compensation Plans  will be unsecured general obligations of the 
Company to pay the compensation deferred in accordance with the terms of the 
Deferred Compensation Plans, and will rank equally with other unsecured and 
unsubordinated indebtedness of the Company outstanding from time to time, 
payable from the general assets of the Company.  Because the Company has 
subsidiary companies, the right of the Company, and hence the right of 
creditors of the Company (including participants in the Deferred Compensation 
Plans), to participate in a distribution of the assets of a subsidiary upon 
its liquidation or reorganization or otherwise, necessarily is subject to the 
prior claims of creditors of the subsidiary, except to the extent that claims 
of the Company itself as a creditor may be recognized.

     The amount of compensation to be deferred by each participant (the 
"Deferral Account") will be determined in accordance with the Deferred 
Compensation Plans based on elections by the participant.  Each Deferral 
Account generally will be payable upon termination of employment or on a date 
selected by the participant in accordance with the terms of the Deferred 
Compensation Plans.  The Deferral Account will be indexed to one or more 
investment indices (which, among others, may include an index that tracks the 
market performance of and dividends declared on the Company's Common Stock, 
par value $.3333 per share) chosen by each participant from a list of such 
investment indices.  Each Deferral Account will be adjusted daily to reflect 
the investment experience of the selected investment index or indices, 
including any appreciation or depreciation, and then enhanced by the Company 
at the rate of 0.1667% per month.  The Obligations will be denominated and 
payable in United States dollars.  The Deferred Compensation Plans are 
unfunded, and amounts credited to Deferral Accounts are part of the general 
funds of the Company, are subject to all the risks of the Company's business, 



<PAGE>


and may be deposited, invested or expended in any manner whatsoever by the 
Company.

     Benefits under the Deferred Compensation Plans are not subject to 
assignment, transfer, pledge or other encumbrance or attachment other than by 
operation of law.  A participant may designate persons or entities to receive 
any balance in his/her Deferral Account, payable in the event of death.

     The Obligations are not subject to redemption, in whole or in part, 
prior to the individual payment dates specified by the participant, at the 
option of the Company, or through operation of a mandatory or optional 
sinking fund or analogous provision, although the Obligations could be 
redeemed in the case of termination of the Deferred Compensation Plans.  The 
Company reserves the right to amend or terminate the Deferred Compensation 
Plans at any time, except that no such amendment or termination shall 
adversely affect the right of a participant to the balance of his or her 
Deferral Account as of the date of such amendment or termination.  Generally, 
the Obligations will be paid in cash upon the participants separation from 
service with the Company or its affiliates except in the case of hardship.

     The Obligations are not convertible into another security of the 
Company.  The Obligations will not have the benefit of a negative pledge or 
any other affirmative or negative covenant on the part of the Company.  No 
trustee has been appointed having the authority to take action with respect 
to the Obligations, and each participant will be responsible for acting 
independently with respect to, among other things, the giving of notices, 
responding to any request for consents, waivers or amendments pertaining to 
the Obligations, enforcing covenants and taking action upon a default.

Item 5.             Interests of Named Experts and Counsel.

     The validity of the Obligations issuable under the Deferred Compensation 
Plans has been passed upon for the Company by James T. Hale, Senior Vice 
President, General Counsel and Secretary of the Company. Mr. Hale is an 
eligible participant in the SMG Plan.

Item 6.             Indemnification of Directors and Officers.

     The Company is subject to Minnesota Statutes Chapter 302A, the Minnesota 
Business Corporation Act (the "Corporation Act").  Section 302A.521 of the 
Corporation Act provides, in substance, that unless prohibited by its 
articles of incorporation or bylaws, a corporation must indemnify an officer 
or director who is made or threatened to be made party to a proceeding by 
reason of his or her official capacity against judgments, penalties, fines, 
settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by such person in connection with the proceeding, if 
certain criteria are met.  These criteria, all of which must be met by the 
person seeking indemnification, are (a) that such person has not been 
indemnified by another organization for the same judgments, penalties, fines, 
settlements and expenses; (b) that such person must have acted in good faith; 
(c) that no improper personal benefit was obtained by such person and such 
person satisfied certain statutory conflicts of interest provisions, if 
applicable; (d) that in the case of a criminal proceeding, such person had no 
reasonable cause to believe that the conduct was unlawful; and (e) that such 
person must have acted in a manner they reasonably believed was in the best 
interests of the corporation or, in certain limited circumstances, not 
opposed 


<PAGE>


to the best interests of the corporation.  The determination as to 
eligibility for indemnification is made by the members of the corporation's 
board of directors or a committee of the board who are at the time not 
parties to the proceedings under consideration, by special legal counsel, by 
the shareholders who are not parties to the proceedings or by a court.

     The Company also maintains a director and officer insurance policy which 
insures the Company and its directors and officers against damages, 
judgments, settlements and costs incurred by reason of certain acts of such 
persons in their capacities as directors and officers.

Item 7.                  Exemption from Registration Claimed.

            Not applicable.
 
Item 8.                  Exhibits.

Exhibit
Number        Exhibit Description
-------       -------------------

5             Opinion of James T. Hale, Esq., Senior Vice President, General
              Counsel and Secretary of Dayton Hudson Corporation.

10.1          Dayton Hudson Corporation Executive Deferred Compensation Plan.

10.2          Dayton Hudson Corporation Highly Compensated Capital Accumulation
              Plan.

10.3          Dayton Hudson Corporation SMG Executive Deferred Compensation
              Plan.

10.4          Dayton Hudson Corporation Director Deferred Compensation Plan.

23.1          Consent of Ernst & Young LLP.

23.2          Consent of James T. Hale, Esq. (included in Exhibit 5).

24            Powers of Attorney.

Item 9.               Undertakings.

     A.      The undersigned Registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement:

                   (i)    To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and 

<PAGE>

                   (iii)  To include any material information with respect to 
the plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in this Registration 
Statement;

     Provided; however, that paragraphs (A)(1)(i) and (A)(1)(ii) will not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in the periodic reports filed with 
or furnished to the Commission by the Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by 
reference in this Registration Statement.

              (2)    That, for the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

              (3)    To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     B.    The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     C.     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.


<PAGE>



                                    SIGNATURES

     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, State of Minnesota, on 
this 26th day of June, 1997.

                                    DAYTON HUDSON CORPORATION 


                                    By______________________________________
                                       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 26th day of June, 1997 by the 
following persons in the capacities indicated: 

_________________________________   Chairman of the Board and Chief Executive
       Robert J. Ulrich             Officer (Principal Executive Officer)


_________________________________   Senior Vice President and Chief Financial
    Douglas A. Scovanner            Officer (Principal Financial Officer)


_________________________________   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 26th day of June, 
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.

                                    ________________________________________
                                    Douglas A. Scovanner, Attorney-in-fact




<PAGE>

                                      EXHIBIT INDEX

Exhibit
Number        Exhibit Description                                      Page
------        -------------------                                      -----


5            Opinion of James T. Hale, Esq., Senior Vice President, 
             General Counsel and Secretary of Dayton Hudson 
             Corporation.

10.1         Dayton Hudson Corporation Executive Deferred Compensation
             Plan.

10.2         Dayton Hudson Corporation Highly Compensated Capital Accumulation
             Plan.

10.3         Dayton Hudson Corporation SMG Executive Deferred Compensation
             Plan.

10.4         Dayton Hudson Corporation Director Deferred Compensation Plan.

23.1         Consent of Ernst & Young LLP.

23.2         Consent of James T. Hale, Esq. (included in Exhibit 5).

24           Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21454}]
{"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": "333-30311", "film-number": "97632362"}, "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"}}
FILE NO. 333-_____

                AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                  ON JUNE 25, 1997

                        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 EXECUTIVE DEFERRED COMPENSATION PLAN
       DAYTON HUDSON CORPORATION HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN
         DAYTON HUDSON CORPORATION SMG EXECUTIVE DEFERRED COMPENSATION PLAN
           DAYTON HUDSON CORPORATION DIRECTOR DEFERRED COMPENSATION 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

-------------------------------------------------------------------------------
                                    Proposed        Proposed  
Title of                             maximum         maximum   
Securities       Amount             offering        aggregate     Amount of  
to be            to be              price per       offering      registration
registered       registered          share           price (2)        fee     
-------------------------------------------------------------------------------

Deferred        
Compensation       $52,000,000         100%        $52,000,000       $15,758
Obligations (1) 

-------------------------------------------------------------------------------
                        (cover page is continued on next page)
(1)   The Deferred Compensation Obligations are unsecured obligations of 
Dayton Hudson Corporation to pay deferred compensation in the future in 
accordance with the terms and conditions of the Dayton Hudson Corporation 
Highly Compensated Capital Accumulation Plan, the Dayton Hudson Corporation 
Executive Deferred Compensation Plan, the Dayton Hudson Corporation SMG 
Executive Deferred Compensation Plan and the Dayton Hudson Corporation 
Director Deferred Compensation Plan (the "Plans").  The Deferred Compensation 
Obligations being registered represent the maximum amount of compensation 
deferrals which, it is anticipated, may be made by participants in the Plans 
during the approximate 24 month period following the initial offering date 
under this Registration Statement.

(2)   Computed in accordance with Rule 457(h) under the Securities Act of 1933, 
as amended, solely for the purpose of calculating the registration fee.

                                 PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8 
will be sent or given to participating employees and directors as specified 
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the 
"Securities Act").  These documents and the documents incorporated by 
reference into this Registration Statement pursuant to Item 3 of Part II of 
this Registration Statement, taken together, constitute a prospectus that 
meets the requirements of Section 10(a) of the Securities Act.

                                  PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

     The following documents filed by Dayton Hudson Corporation (the 
"Company") with the Securities and Exchange Commission (the "Commission") are 
incorporated herein by reference:

             (1)   the Company's Annual Report on Form 10-K for the fiscal 
year ended February 1, 1997; and

             (2)   the Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended May 3, 1997.

    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") 
subsequent to the date this Registration Statement is filed with the 
Commission, and prior to the filing of a post-effective amendment which 
indicates that all securities offered by this Registration Statement have 
been sold or which deregisters all such securities then remaining unsold, 
shall be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of the filing of such 
documents.  

     Any statement contained in a document incorporated or deemed to be 
incorporated herein by reference shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any subsequently filed document which also is, or is 
deemed to be, incorporated by reference herein modifies or supersedes such 
prior statement.  Any statement so modified or superseded shall not be 
deemed,
except as so modified or superseded, to constitute a part of this 
Registration Statement, except as indicated herein.

Item 4.           Description of Securities.

     The Company maintains four deferred compensation plans for select groups 
of management, highly compensated employees and directors:  the Dayton Hudson 
Corporation Highly Compensated Capital Accumulation Plan, effective January 
1, 1989 (the "HCCA Plan," applicable to eligible highly compensated 
employees), the Dayton Hudson Corporation SMG Executive Deferred Compensation 
Plan, effective January 1, 1997 (the "SMG Plan," applicable to select groups 
of management),  the Dayton Hudson Corporation Executive Deferred 
Compensation Plan, effective January 1, 1995 (the "Executive Plan," 
applicable to select groups of management), and the Dayton Hudson Corporation 
Director Deferred Compensation Plan, effective January 1, 1997 (the "Director 
Plan," applicable to certain directors of the Company, and, collectively with 
the HCCA Plan, the SMG Plan and the Executive Plan, the "Deferred 
Compensation Plans").  The following description of the Deferred Compensation 
Plans is qualified by reference to the exhibits that are a part of this 
Registration Statement.  Capitalized terms used in this Registration 
Statement and not otherwise defined herein are defined in the Deferred 
Compensation Plans.

      The Deferred Compensation Plans will provide a select group of 
management, highly compensated employees and certain directors of the Company 
and certain of its subsidiaries with the opportunity to elect to defer a 
specified percentage of their future cash compensation.  The Deferred 
Compensation Obligations of  the Company (the "Obligations") under the 
Deferred Compensation Plans  will be unsecured general obligations of the 
Company to pay the compensation deferred in accordance with the terms of the 
Deferred Compensation Plans, and will rank equally with other unsecured and 
unsubordinated indebtedness of the Company outstanding from time to time, 
payable from the general assets of the Company.  Because the Company has 
subsidiary companies, the right of the Company, and hence the right of 
creditors of the Company (including participants in the Deferred Compensation 
Plans), to participate in a distribution of the assets of a subsidiary upon 
its liquidation or reorganization or otherwise, necessarily is subject to the 
prior claims of creditors of the subsidiary, except to the extent that claims 
of the Company itself as a creditor may be recognized.

     The amount of compensation to be deferred by each participant (the 
"Deferral Account") will be determined in accordance with the Deferred 
Compensation Plans based on elections by the participant.  Each Deferral 
Account generally will be payable upon termination of employment or on a date 
selected by the participant in accordance with the terms of the Deferred 
Compensation Plans.  The Deferral Account will be indexed to one or more 
investment indices (which, among others, may include an index that tracks the 
market performance of and dividends declared on the Company's Common Stock, 
par value $.3333 per share) chosen by each participant from a list of such 
investment indices.  Each Deferral Account will be adjusted daily to reflect 
the investment experience of the selected investment index or indices, 
including any appreciation or depreciation, and then enhanced by the Company 
at the rate of 0.1667% per month.  The Obligations will be denominated and 
payable in United States dollars.  The Deferred Compensation Plans are 
unfunded, and amounts credited to Deferral Accounts are part of the general 
funds of the Company, are subject to all the risks of the Company's business,
and may be deposited, invested or expended in any manner whatsoever by the 
Company.

     Benefits under the Deferred Compensation Plans are not subject to 
assignment, transfer, pledge or other encumbrance or attachment other than by 
operation of law.  A participant may designate persons or entities to receive 
any balance in his/her Deferral Account, payable in the event of death.

     The Obligations are not subject to redemption, in whole or in part, 
prior to the individual payment dates specified by the participant, at the 
option of the Company, or through operation of a mandatory or optional 
sinking fund or analogous provision, although the Obligations could be 
redeemed in the case of termination of the Deferred Compensation Plans.  The 
Company reserves the right to amend or terminate the Deferred Compensation 
Plans at any time, except that no such amendment or termination shall 
adversely affect the right of a participant to the balance of his or her 
Deferral Account as of the date of such amendment or termination.  Generally, 
the Obligations will be paid in cash upon the participants separation from 
service with the Company or its affiliates except in the case of hardship.

     The Obligations are not convertible into another security of the 
Company.  The Obligations will not have the benefit of a negative pledge or 
any other affirmative or negative covenant on the part of the Company.  No 
trustee has been appointed having the authority to take action with respect 
to the Obligations, and each participant will be responsible for acting 
independently with respect to, among other things, the giving of notices, 
responding to any request for consents, waivers or amendments pertaining to 
the Obligations, enforcing covenants and taking action upon a default.

Item 5.             Interests of Named Experts and Counsel.

     The validity of the Obligations issuable under the Deferred Compensation 
Plans has been passed upon for the Company by James T. Hale, Senior Vice 
President, General Counsel and Secretary of the Company. Mr. Hale is an 
eligible participant in the SMG Plan.

Item 6.             Indemnification of Directors and Officers.

     The Company is subject to Minnesota Statutes Chapter 302A, the Minnesota 
Business Corporation Act (the "Corporation Act").  Section 302A.521 of the 
Corporation Act provides, in substance, that unless prohibited by its 
articles of incorporation or bylaws, a corporation must indemnify an officer 
or director who is made or threatened to be made party to a proceeding by 
reason of his or her official capacity against judgments, penalties, fines, 
settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by such person in connection with the proceeding, if 
certain criteria are met.  These criteria, all of which must be met by the 
person seeking indemnification, are (a) that such person has not been 
indemnified by another organization for the same judgments, penalties, fines, 
settlements and expenses; (b) that such person must have acted in good faith; 
(c) that no improper personal benefit was obtained by such person and such 
person satisfied certain statutory conflicts of interest provisions, if 
applicable; (d) that in the case of a criminal proceeding, such person had no 
reasonable cause to believe that the conduct was unlawful; and (e) that such 
person must have acted in a manner they reasonably believed was in the best 
interests of the corporation or, in certain limited circumstances, not 
opposed
to the best interests of the corporation.  The determination as to 
eligibility for indemnification is made by the members of the corporation's 
board of directors or a committee of the board who are at the time not 
parties to the proceedings under consideration, by special legal counsel, by 
the shareholders who are not parties to the proceedings or by a court.

     The Company also maintains a director and officer insurance policy which 
insures the Company and its directors and officers against damages, 
judgments, settlements and costs incurred by reason of certain acts of such 
persons in their capacities as directors and officers.

Item 7.                  Exemption from Registration Claimed.

            Not applicable.
 
Item 8.                  Exhibits.

Exhibit
Number        Exhibit Description
-------       -------------------

5             Opinion of James T. Hale, Esq., Senior Vice President, General
              Counsel and Secretary of Dayton Hudson Corporation.

10.1          Dayton Hudson Corporation Executive Deferred Compensation Plan.

10.2          Dayton Hudson Corporation Highly Compensated Capital Accumulation
              Plan.

10.3          Dayton Hudson Corporation SMG Executive Deferred Compensation
              Plan.

10.4          Dayton Hudson Corporation Director Deferred Compensation Plan.

23.1          Consent of Ernst & Young LLP.

23.2          Consent of James T. Hale, Esq. (included in Exhibit 5).

24            Powers of Attorney.

Item 9.               Undertakings.

     A.      The undersigned Registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement:

                   (i)    To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
(iii)  To include any material information with respect to 
the plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in this Registration 
Statement;

     Provided; however, that paragraphs (A)(1)(i) and (A)(1)(ii) will not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in the periodic reports filed with 
or furnished to the Commission by the Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by 
reference in this Registration Statement.

              (2)    That, for the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

              (3)    To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     B.    The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     C.     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.
SIGNATURES

     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, State of Minnesota, on 
this 26th day of June, 1997.

                                    DAYTON HUDSON CORPORATION 

                                    By______________________________________
                                       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 26th day of June, 1997 by the 
following persons in the capacities indicated: 

_________________________________   Chairman of the Board and Chief Executive
       Robert J. Ulrich             Officer (Principal Executive Officer)

_________________________________   Senior Vice President and Chief Financial
    Douglas A. Scovanner            Officer (Principal Financial Officer)

_________________________________   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 26th day of June, 
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.

                                    ________________________________________
                                    Douglas A. Scovanner, Attorney-in-fact
EXHIBIT INDEX

Exhibit
Number        Exhibit Description                                      Page
------        -------------------                                      -----

5            Opinion of James T. Hale, Esq., Senior Vice President, 
             General Counsel and Secretary of Dayton Hudson 
             Corporation.

10.1         Dayton Hudson Corporation Executive Deferred Compensation
             Plan.

10.2         Dayton Hudson Corporation Highly Compensated Capital Accumulation
             Plan.

10.3         Dayton Hudson Corporation SMG Executive Deferred Compensation
             Plan.

10.4         Dayton Hudson Corporation Director Deferred Compensation Plan.

23.1         Consent of Ernst & Young LLP.

23.2         Consent of James T. Hale, Esq. (included in Exhibit 5).

24           Powers of Attorney.