TARGET CORP — Director's Dealing 2006

Jan 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2006-01-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-13	Common Stock, $.0833 per share	G	86799	—	Disposed	357352.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-11	Stock Option	$53.9800	A	379771	Acquired	2016-01-11	Common Stock (379771.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0833 per share	415050.0000	Direct
Common Stock, $.0833 per share	10615.5203	Indirect

Footnotes

F1: 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.

F2: 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. In July 2005, the 2003 two-year GRAT was terminated and the remaining 86,799 shares were transferred by gift.

F3: 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.

F4: In June 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.

F5: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") based on the plan statement as of December 31, 2005.

F6: Option granted under the Target Corporation Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

F7: Option granted on January 11, 2006. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.