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TARGET CORP Director's Dealing 2005

Aug 29, 2005

30059_dirs_2005-08-29_f7953201-c5de-4343-bb22-eb865510428d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2005-06-06

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-06-06 Common Stock, $.0833 per share G 123073 Disposed 415050.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.0833 per share 10594.1789 Indirect
Common Stock, $.0833 per share 444151.0000 Indirect

Footnotes

F1: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of the quarter ended April 30, 2005, 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. In April 2005, 6,805 additional 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"). In May 2005, 171,073 of these shares were distributed back to Mr. Ulrich by the 2004 four-year GRAT. Shares held in the 2004 four-year GRAT are considered indirectly owned.

F5: In May 2005, 177,878 shares previously owned by Mr. Ulrich directly were contributed to a two-year grantor retained annuity trust (the "2005 two-year GRAT"). Shares held in the 2005 two-year GRAT are considered indirectly owned.