TARGET CORP — Director's Dealing 2004

Oct 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2004-10-26

Reporting Person: ULRICH ROBERT J (Director, Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-26	Common Stock, $.0833 per share	M	750000	$6.0261	Acquired	1333318	Direct
2004-10-26	Common Stock, $.0833 per share	S	750000	$48.3783	Disposed	583318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-26	Stock Option	$6.0261	M	750000	Disposed	2005-10-11	Common Stock (750000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	10227.256	Indirect
Common Stock, $.0833 per share	450956	Indirect

Footnotes

F1: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of January 31, 2004, subject to adjustments.

F2: In April 2003, 189,700 shares previously owned by Mr. Ulrich directly were contributed to a ten-year grantor retained annuity trust (the "2003 ten-year GRAT"). In May 2004, 6,183 of these shares were distributed back to Mr. Ulrich by the 2003 ten-year GRAT. Shares held in the 2003 ten-year GRAT are considered indirectly owned.

F3: In April 2003, 261,256 shares previously owned by Mr. Ulrich directly were contributed to a two-year grantor retained annuity trust (the "2003 two-year GRAT"). In May 2004, 174,457 of these shares were distributed back to Mr. Ulrich by the 2003 two-year GRAT. Shares held in the 2003 two-year GRAT are considered indirectly owned.

F4: In May 2004, 180,640 shares previously owned by Mr. Ulrich directly were contributed to a four-year grantor retained annuity trust (the "2004 four-year GRAT"). These shares are considered indirectly owned.

F5: Option granted under the Target Corporation Long-Term Incentive Plan of 1981 in a transaction exempt under Rule 16b-3.