SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HALE JAMES T

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TARGET CORP [ TGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.0833 per share	09/08/2003		M		20,640	A	$6.3021	126,182⁽¹⁾⁽²⁾	D
Common Stock, $.0833 per share	09/08/2003		S		20,640	D	$39.1	105,542⁽¹⁾⁽²⁾	D
Common Stock, $.0833 per share	09/08/2003		M		43,020	A	$5.8125	148,562⁽¹⁾⁽²⁾	D
Common Stock, $.0833 per share	09/08/2003		S		43,020	D	$39.1	105,542⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option⁽³⁾	$6.3021	09/08/2003		M			5,160	04/13/1995	04/13/2004	Common stock	5,160	$0	0	D
Stock option⁽³⁾	$6.3021	09/08/2003		M			5,160	04/13/1996	04/13/2004	Common stock	5,160	$0	0	D
Stock option⁽³⁾	$6.3021	09/08/2003		M			5,160	04/13/1997	04/13/2004	Common stock	5,160	$0	0	D
Stock option⁽³⁾	$6.3021	09/08/2003		M			5,160	04/13/1998	04/13/2004	Common stock	5,160	$0	0	D
Stock option⁽³⁾	$5.8125	09/08/2003		M			10,755	03/08/1996	03/08/2005	Common stock	10,755	$0	0	D
Stock option⁽³⁾	$5.8125	09/08/2003		M			10,755	03/08/1997	03/08/2005	Common stock	10,755	$0	0	D
Stock option⁽³⁾	$5.8125	09/08/2003		M			10,755	03/08/1998	03/08/2005	Common stock	10,755	$0	0	D
Stock option⁽³⁾	$5.8125	09/08/2003		M			10,755	03/08/1999	03/08/2005	Common stock	10,755	$0	0	D

Explanation of Responses:

1. Includes 59,804 shares of common stock held by Mr. Hale's wife. Mr. Hale disclaims beneficial ownership of these shares and this report should not be deemed an admission that Mr. Hale is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Mr. Hale also holds 9,784.143921 shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of February 1, 2003, subject to adjustments.

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

	James T. Hale	09/09/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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