TARGET CORP — Director's Dealing 2004

Aug 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2004-07-31

Reporting Person: AHLERS LINDA L (Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-31	Common Stock, $.0833 per share	A	24314	—	Acquired	100570.845	Direct
2004-07-31	Common Stock, $.0833 per share	F	24275	$44.04	Disposed	76295.845	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	10399.076	Indirect
Common Stock, $.0833 per share	1414	Indirect
Common Stock, $.0833 per share	53294.647	Indirect

Footnotes

F1: Reflects settlement of non-derivative performance shares granted on January 8, 2003 and January 14, 2004 by a committee composed solely of more than two non-employee directors.

F2: Reflects shares forfeited to pay withholding taxes related to vesting of restricted stock.

F3: Includes 559.6776 shares acquired through the Dividend Reinvestment Plan during the fiscal year ended January 31, 2004.

F4: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of January 31, 2004, subject to adjustments.

F5: Held in the reporting person's name in an IRA Brokerage Account as of January 31, 2004.

F6: Shares held in a trust of which Ms. Ahlers is a trustee.

F7: Includes 397.2885 shares acquired through the Dividend Reinvestment Plan during the fiscal year ended January 31, 2004.