TARGET CORP — Director's Dealing 2005

Mar 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2005-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-04	Common Stock, $.0833 per share	M	750000	$6.0261	Acquired	1281318.0000	Direct
2005-03-04	Common Stock, $.0833 per share	S	750000	$52.5432	Disposed	531318.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-04	Deferred Compensation Units	$	M	729019.8787	Disposed		Common Stock (729019.8787)	Direct
2005-03-04	Stock Option	$6.0261	M	750000	Disposed	2005-10-11	Common Stock (750000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	10439.1190	Indirect
Common Stock, $.0833 per share	450956.0000	Indirect

Footnotes

F1: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of January 28, 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. 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"). These shares are considered indirectly owned.

F5: 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.

F6: Units reported are exercisable immediately.

F7: Units reported are payable only in cash generally following termination of the reporting person's service as an executive of Target Corporation.

F8: Option granted under the Target Corporation Long-Term Incentive Plan of 1981 in a transaction exempt under Rule 16b-3.