TARGET CORP — Director's Dealing 2004

Jan 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2004-01-14

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-14	Stock Option	$38.25	A	67647	Acquired	2014-01-14	Common Stock (67647)	Direct
2004-01-14	Stock Option	$38.25	A	67647	Acquired	2014-01-14	Common Stock (67647)	Direct
2004-01-14	Stock Option	$38.25	A	67647	Acquired	2014-01-14	Common Stock (67647)	Direct
2004-01-14	Stock Option	$38.25	A	67648	Acquired	2014-01-14	Common Stock (67648)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	496031	Direct
Common Stock, $.0833 per share	9866.618	Indirect
Common Stock, $.0833 per share	580679	Indirect

Footnotes

F1: Held in Target Corporation 401(k) Plan (the "401(k) Plan") as of February 1, 2003, 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"). These shares 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"). These shares are considered indirectly owned.

F5: Option granted under Target Corporation's Long-Term Incentive Plan of 1999 in a transaction exempt under Rule 16b-3.