BEST BUY CO INC
SC 13G/A, 2000-02-11
RADIO, TV & CONSUMER ELECTRONICS STORES
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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. 4)*


                                Best Buy Co. Inc.
                                (Name of Issuer)

                          Common Stock, $0.10 par value
                         (Title of Class of Securities)

                                    086516101
                                 (CUSIP Number)


                                December 31, 1999
             (Date of Event Which Requires Filing of This Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                            [x]      Rule 13d-1(b)
                                            [ ]      Rule 13d-1(c)
                                            [ ]      Rule 13d-1(d)

         *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  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Forstmann-Leff Associates, LLC
   52-2169043

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                (a) [ ]

                                                (b) [ ]

3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware

                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            4,009,585 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          6,965,650 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       4,976,072 shares

                    8  SHARED DISPOSITIVE POWER

                       10,097,050 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         15,073,122  shares  (includes  shares  beneficially  owned by FLA Asset
         Management, LLC, Stamford Advisers LLC and FLA Advisers L.L.C.)


10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES
                                                    [ ]
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    7.4%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   FLA Asset Management, LLC
   52-2169045

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]
3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            None
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          928,775 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       4,060,175 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,060,175 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES
                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    2.0%

12  TYPE OF REPORTING PERSON

    IA, OO


<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   FLA Advisers L.L.C.
   13-3942422

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   New York


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            None
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          6,036,875 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       6,036,875 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    6,036,875 shares (includes shares beneficially owned by
    Stamford Advisers LLC)

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

                                                    [ ]
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    3.0%

12  TYPE OF REPORTING PERSON

    IA, OO


<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Stamford Advisers LLC
   13-4096659

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]

3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            None
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          38,825 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                      38,825 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    38,825 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

                                                    [ ]
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    .02%

12  TYPE OF REPORTING PERSON

    IA, OO


<PAGE>

Item 1(a)         NAME OF ISSUER:

         Best Buy Co. Inc.

Item 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

         7075 Flying Cloud Drive
         Eden Prairie, MN  55344-9312


Item 2(a)         NAME OF PERSON FILING:

         See Item 1 of the cover pages attached hereto

Item 2(b) Address of Principal Business Office, or if none, residence:

         590 Madison Avenue
         New York, New York 10022

Item 2(c)         CITIZENSHIP:

         See Item 4 of the cover pages attached hereto

Item 2(d)         TITLE OF CLASS OF SECURITIES:

         Common Stock, par value $0.10

Item 2(e)         CUSIP NUMBER:

         086516101

Item 3            Forstmann-Leff Associates, LLC, a Delaware limited
                  liability corporation and successor-in-interest to
                  Forstmann-Leff Associates Inc., a New York corporation,
                  is a registered investment adviser under Section 203 of
                  the Investment Advisers Act of 1940 (the "Act").  FLA
                  Asset Management, LLC, a Delaware limited liability
                  corporation and successor-in-interest to FLA Asset
                  Management, Inc., a Delaware corporation, is a registered
                  investment adviser under the Act and a subsidiary of
                  Forstmann-Leff Associates, LLC.  FLA Advisers L.L.C., a
                  New York limited liability company, is a registered
                  investment adviser under the Act whose managing members
                  constitute a majority of the Executive Committee of the
                  Board of Managers of Forstmann-Leff Associates, LLC.
                  Stamford Advisers LLC, a Delaware limited liability
                  corporation and successor-in-interest to Stamford
                  Advisers Corp., a New York corporation, is a registered
                  investment adviser under the Act.  FLA Advisers L.L.C. is
                  the parent company of Stamford Advisers LLC.


<PAGE>



Item 4            OWNERSHIP:

                  (a)      Amount beneficially owned:
                           See Item 9 of the cover pages attached hereto

                  (b)      Percent of Class:
                           See Item 11 of the cover pages attached hereto

                  (c)      See Items 5 through 8 of the cover pages attached
                       hereto

Item 5            OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                  Not Applicable

Item 6            OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
          PERSON:

                  Various clients of the reporting persons have the right
                  to receive or the power to direct the receipt of
                  dividends from, or the proceeds from the sale of, the
                  Common Stock of Best Buy Co. Inc.  No one client's
                  interest in the Common Stock of Best Buy Co. Inc. is more
                  than five percent of the total outstanding Common Stock.

Item 7            IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
                  HOLDING COMPANY:

                  Not Applicable

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 and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  the  securities  and  were  not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.


<PAGE>



                                   SIGNATURES

                  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.


February 8, 2000


                                          FORSTMANN-LEFF ASSOCIATES, LLC

                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk




                                          FLA ASSET MANAGEMENT, LLC


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk



                                          STAMFORD ADVISERS LLC


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk



                                          FLA ADVISERS L.L.C.


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk





<PAGE>

                                                                      Exhibit A

                                    AGREEMENT

                  The  undersigned,  Forstmann-Leff  Associates,  LLC, FLA Asset
Management,  LLC, Stamford Advisers LLC and FLA Advisers L.L.C.,  agree that the
statement to which this exhibit is appended is filed on behalf of each of them.


February 8, 2000

                                          FORSTMANN-LEFF ASSOCIATES, LLC


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk
                                               Executive Vice President


                                          FLA ASSET MANAGEMENT, LLC


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk
                                               Executive Vice President


                                          STAMFORD ADVISERS LLC


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk
                                               Managing Member


                                          FLA ADVISERS L.L.C.


                                               By: /s/ Peter A. Lusk
                                                       Peter A. Lusk
                                               Managing Member



<PAGE>




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