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Mail Stop 3561

							October 6, 2005

Wesley S. McDonald
Chief Financial Officer
Kohl`s Department Stores, Inc.
N56 W17000 Ridgewood Drive
Menomonee Falls, WI  53051

RE:	Kohl`s Department Stores, Inc. Savings Plan
	Item 4.01 Form 8-K filed October 4, 2005
            File No. 1-11084

Dear Mr. McDonald:

          We have reviewed your filing by the Savings Plan noted
above and have the following comment.  Where indicated, we think
you
should revise your document in response to this comment.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. Please revise the first paragraph of Item 4.01(a) to state you
dismissed Ernst &Young, if true.  We do not believe the statement
that you decided to engage another firm satisfies the requirement
of
Item 304(a)(1) of Regulation S-K.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Wesley S. McDonald
Kohl`s Department Stores, Inc.
October 6, 2005
Page 2

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	As appropriate, please amend your filing and respond to this
comment within five business days or tell us when you will
respond.
Please furnish a cover letter with your amendment that keys your
responses to our comment and provides the representations
requested
above.  Please file the cover letter as correspondence on our
EDGAR
system.   Any questions regarding the above should be directed to
Robert Burnett, Staff Accountant, at (202) 551-3330, or in his
absence, to me at (202) 551-3841.

							Sincerely,

							Michael Moran
						            Branch Chief

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