FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cornell Brian C 		2. Issuer Name and Ticker or Trading Symbol

TARGET CORP [ TGT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Officer
(Last)          (First)          (Middle)

1000 NICOLLET MALL 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/22/2017
(Street)

MINNEAPOLIS, MN 55403
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   4/10/2017     G (1)   V 59949.0000   D $0.0000   118856.0000   (2) D    
Common Stock   4/10/2017     G (1)   V 59949.0000   A $0.0000   128034.0000   I   By Trust  
Common Stock                  382.4941   (3) I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (4) $55.6000   5/22/2017     A      294551.0000       5/22/2020   (5) 5/22/2024   Common Stock   294551.0000   $0.0000   294551.0000   D    

Explanation of Responses:
(1)  The shares gifted by the reporting person on April 10, 2017, were gifted to a revocable living trust, of which the reporting person and his spouse are trustees, for the benefit of the reporting person, his spouse and their children.
(2)  Includes dividend equivalents paid on performance-based restricted stock units since the date of the reporting person's last filing through the date of the reported transaction that have been reinvested in additional performance-based restricted stock units.
(3)  Shares held in the Target Corporation 401(k) Plan based on the plan statement as of March 31, 2017.
(4)  An award of price-vested stock options under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan.
(5)  In addition, the price-vested stock options will become exercisable only if the closing price of Target's stock exceeds a hurdle of $75 for 20 consecutive trading days within the seven-year term.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cornell Brian C
1000 NICOLLET MALL
MINNEAPOLIS, MN 55403 		X
Executive Officer

Signatures
Andrew J. Neuharth, Attorney-In-Fact 5/24/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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