TARGET CORP — Director's Dealing 2004

Mar 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2004-03-12

Reporting Person: GRIFFITH JOHN D (Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-12	Common Stock, $.0833 per share	I	290.5748	$45.63	Acquired	2852.8096	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-12	Deferred Compensation Units	$	A	3166.3173	Acquired		Common Stock ()	Direct

Footnotes

F1: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of March 12, 2004, subject to adjustments.

F2: 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.

F3: Units reported are payable only in cash generally following termination of the reporting person's service as an executive of Target Corporation.