TARGET CORP — Director's Dealing 2004

Jul 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2004-07-09

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-09	Deferred Compensation Units	$	A	717170.0184	Acquired		Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	496031	Direct
Common Stock, $.0833 per share	10227.256	Indirect
Common Stock, $.0833 per share	580679	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 September 2001, 500,000 shares previously owned by Mr. Ulrich directly were contributed to a three-year grantor retained annuity trust (the "2001 three-year GRAT"). In January 2002, 39,421 of these shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. In January 2003, 185,744 shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. In January 2004, 145,112 additional shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. Shares held in the 2001 three-year GRAT are considered indirectly owned.

F3: 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.

F4: 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.

F5: 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.

F6: Acquired pursuant to the Target Corporation Executive Deferred Compensation Plan (the "Plan"). Under the terms of the Plan, participants are invested in units which reflect the value of the amount of compensation deferred. The value of the units reported is adjusted to reflect approximately the rate of return of Target Corporation common stock plus a 2% annual enhancement. The units are not convertible into Target Corporation common stock, nor is any specific number of shares of such stock deemed to underlie each unit. Amounts deemed invested in units whose value is derived from Target Corporation stock may be transferred into other investment alternatives under the Plan.

F7: Units reported are exercisable immediately.

F8: Units reported are payable only in cash generally following termination of the reporting person's service as an executive of Target Corporation.