TARGET CORP — Director's Dealing 2005

Jan 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2005-01-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-12	Stock Option	$49.4300	A	368198	Acquired	2015-01-12	Common Stock (368198.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	531318.0000	Direct
Common Stock, $.0833 per share	10227.2560	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 31, 2004, 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: Option granted under the Target Corporation Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

F6: The option vests and becomes exercisable in 25% increments on each anniversary of the grant date.