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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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Dayton Hudson Corporation
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(Name of Issuer)
Common
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(Title of Class of Securities)
239753-10-6
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 pages
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CUSIP No. 239753-10-6 13G Page 2 of 6 pages
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1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
First Bank System Inc.
601 2nd Ave. South
Minneapolis, MN 55402-4302
Tax I.D. No.: 41-0255900
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 859,888
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,811,782(1)
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 748,878
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8 SHARED DISPOSITIVE POWER
2,882,714(1)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,712,040(1)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19%
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(12) TYPE OF REPORTING PERSON*
H.C.
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SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
ITEM 1
a. NAME OF ISSUER:
Dayton Hudson Corporation
b. ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, Minnesota 55402
ITEM 2
a. NAME OF PERSON FILING:
First Bank System, Inc.
b. ADDRESS OF PERSON'S FILING PRINCIPAL EXECUTIVE OFFICES:
601 2nd Ave South
Minneapolis, MN 55402-4302
United States
c. TITLE OF CLASS OF SECURITIES:
COMMON
d. CUSIP NUMBER:
239753-10-6
ITEM 3
The person filing this statement is a:
(g) [x] Parent Holding Company
ITEM 4
OWNERSHIP:
a. Amount beneficially owned: 3,712,040(1)
b. Percentage of Class: 5.19%
c. Number of shares as to which such person has:
1. Sole power to vote or direct the vote: 859,888
2. Shared power to vote or direct vote: 2,811,782
3. Sole power to dispose or direct the disposition: 748,878
4. Shared power to dispose or direct the disposition: 2,882,714(1)
_______________________________
(1) This number includes 253,668 shares held in the "unallocated" account, as
of December 31, 1993, of the Dayton Hudson Company Employee Stock Ownership
Plan, for which an affiliate of First Bank Systems, Inc. acts as trustee. The
shares held in the "unallocated" account are convertible preferred stock which
are convertible at 10 to 1. The number of "allocated" shares held in such trust
(172,857 convertible preferred stock as of December 31, 1993) is not included in
this number, based upon our interpretation of SEC staff no-action letters
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Page 4 of 6
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS: ( )
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Other persons have the right to receive or the power to direct the
receipt of, dividend from, or the proceeds from the sale of, such
securities. To our knowledge no interest of any such person relates to
more than 5% of the class.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY
See Exhibit A
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9
NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10
CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: February 10, 1994
/s/Bruce L. Wilson
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Bruce L. Wilson
Vice President
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Page 5 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
EXHIBIT A
The Schedule to which this attachment is appended is filed on behalf of the
following subsidiary or subsidiaries listed below, which are classified as banks
for the purposes of 17 CFR 140.13d-1 (b) (ii) (B).
First Bank National Association First Trust National Association
601 2nd Ave South 180 East Fifth Street, Suite 200
Minneapolis, Minnesota 55402-4302 St. Paul, Minnesota 55101
First Bank (N.A.) First Trust Company of North
201 West Wisconsin Avenue Dakota National Association
Milwaukee, Wisconsin 53203 505 Second Avenue North
Fargo, North Dakota 58102
First Bank of South Dakota Colorado National Bank
(National Association) P.O. Box 5548
141 North Main Avenue Denver, Colorado 80217
Sioux Falls, So. Dakota 57117
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Page 6 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
EXHIBIT B - DISCLAIMER
Information on the attached Schedule 13G is provided solely for the purpose
of complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934
and Regulations promulgated under authority thereof and is not intended as an
admission that First Bank System, Inc. or any of its subsidiaries, is a
beneficial owner of the securities described herein for any other purpose
(including without limitation for purposes of the Minnesota Control Share
Acquisition Act).
