SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

Commission File Number 1-6049

A.            Full title of the plan and address of the plan, if different from that of the issuer named below:  Target Corporation 401(k) Plan.

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

TARGET CORPORATION

1000 Nicollet Mall

Minneapolis, Minnesota 55403

AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

Target Corporation 401(k) Plan

Years Ended December 31, 2008 and 2007

With Report of Independent Registered Public Accounting Firm

Target Corporation 401(k) Plan

Audited Financial Statements and Supplemental Schedule

Years Ended December 31, 2008 and 2007

Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Plan Participants

Target Corporation

We have audited the accompanying statements of net assets available for benefits of the Target Corporation 401(k) Plan (the Plan) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

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Target Corporation 401(k) Plan

Statements of Net Assets Available for Benefits

(In Thousands)

See accompanying notes.

2

Target Corporation 401(k) Plan

Statements of Changes in Net Assets Available for Benefits

(In Thousands)

See accompanying notes.

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Target Corporation 401(k) Plan

Notes to Financial Statements

December 31, 2008

1. Description of the Plan

Employees of Target Corporation (the Company and the Plan Administrator) who meet certain eligibility requirements of age and hours worked can participate in the Target Corporation 401(k) Plan (the Plan).

Under the terms of the Plan, participants can invest up to 80% of their current gross cash compensation in the Plan, within Employee Retirement Income Security Act (ERISA) limits. Participants are allowed to make contributions to the Plan, in any combination of before-tax and/or after-tax contributions, except for highly compensated participants. Highly compensated participants, as defined by the Internal Revenue Code (the Code), can only make before-tax contributions to the Plan. Participants can contribute up to the annual contribution limits established by the Internal Revenue Service (the IRS) ($15,500 for 2008, plus a $5,000 catch-up for participants age 50 and older).

The Company matches 100% of participants’ contributions up to 5% of each participant’s gross cash compensation. The Company’s contributions to the Plan are initially invested in the Target Corporation Common Stock Fund. All actively employed participants are immediately vested in both the participant contributions and the Company’s matching deposits.

Participants can immediately diversify the investment of employer match funds to other plan investment options. As of December 31, 2008 and 2007, all investments were participant directed.

Prior to January 1, 2007, participants who left the Plan forfeited unvested Company contributions, which were then used to reduce future Company contributions. In 2007, the trust received the final forfeiture amount of $407,000 from the prior year, which reduced employer contributions for the year. Consistent with the new vesting guidelines, there were no forfeitures for the years ended December 31, 2008 or 2007.

Participants may receive benefits upon termination, death, disability, or retirement as either a lump-sum amount equal to the vested value of their account or installments, subject to certain restrictions. Participants may also withdraw some or all of their account balances prior to termination, subject to certain restrictions.

Expenses paid by the Plan include the following: fund management fees (which are netted against investment interest income), trustee fees, monthly processing costs (including record-keeping fees), quarterly participant account statement preparation and distribution costs, and other third-party administrative expenses.

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

1. Description of the Plan (continued)

The Plan allows for two types of loans, one for the purchase of a primary residence and the other a general-purpose loan, both subject to certain restrictions as defined in the Plan. Participants may have one of each type of loan outstanding at any given time. Proceeds received from the repayment of loans, including interest, are allocated to participants’ investment accounts in accordance with each participant’s investment election in effect at the time of the repayment. Interest rates on all loans reflect the prime rate as published by the Wall Street Journal on the first business day of the month, plus 1%, on the date the loan is issued.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

For more detailed information regarding the Plan, participants may refer to the Summary Plan Description available from the Company.

2. Accounting Policies

Basis of Presentation

The accounting and financial reporting policies of the Plan conform to U.S. generally accepted accounting principles (U.S. GAAP).

Investment Valuation

All investments are carried at fair value. During 2008, the Plan adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements, (SFAS 157). The adoption of SFAS 157 did not affect the financial statements of the Plan. Refer to Note 3 for further details related to the Plan’s valuation methods under SFAS 157.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ significantly from those estimates.

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

2. Accounting Policies (continued)

Fully Benefit-Responsive Investment Contracts

As described in FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

The Plan invests in two synthetic guaranteed investment contracts (GICs). GICs are investment contracts in which the Plan owns the underlying assets and purchases fully benefit-responsive wrapper contracts from independent third parties that provide market value and cash flow risk protection to the Plan. As required by the FSP, the statement of net assets available for benefits presents the fair value of the GICs as well as the difference between the GICs’ fair value and contract value, or the adjustment to contract value. The GICs’ underlying assets are measured at fair value in accordance with SFAS 157. The fair value of the fully benefit-responsive wrapper contracts is the replacement cost of those contracts. The GIC’s contract value represents the sum of participants’ contributions, gains and losses on the underlying assets, participants’ withdrawals and administrative expenses.

3. Fair Value Measurements

In the first quarter of 2008, the Plan adopted SFAS 157. This standard defines fair value for financial assets and liabilities, establishes a framework for measuring fair value, and expands disclosure requirements about fair value measurements. SFAS 157 defines fair value as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties.

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

3. Fair Value Measurements (continued)

Assets recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to valuation of an asset: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Assets measured at fair value on a recurring basis are categorized based upon the lowest level of significant input to the valuations.

In determining fair value, the Plan uses observable market data when available.

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

3. Fair Value Measurements (continued)

The following sets forth the types of assets measured at fair value and a brief description of the valuation technique for each asset type:

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

3. Fair Value Measurements (continued)

The following is a reconciliation of the beginning and ending balances, including total gains (losses), realized and unrealized, for the period of Level 3 investments.

(1)       Realized and unrealized gains (losses) from changes in Level 3 financial instruments represent gains (losses) from changes in values of those financial instruments only for the period(s) in which the instruments were classified as Level 3.

4. Investments

At December 31, 2008, the Plan allows participants to allocate their investments among 20 investment funds. Participants may change their investment elections daily for both existing account balances and future contributions.

The Plan’s investments are held by State Street Bank, the trustee. The Plan’s investments, including investments bought and sold, as well as investments held during the year, appreciated or depreciated in fair value as follows:

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

4. Investments (continued)

The fair values of individual investments representing 5% or more of the Plan’s net assets are as follows:

*Indicates issuer is a party in interest to the Plan.

5. The Stable Value Fund

The Plan invests in fully benefit-responsive synthetic GICs with two separate insurance companies as part of offering the Stable Value Fund (the Fund) investment option to participants. Contributions to this fund are invested in a portfolio of high-quality short- and intermediate-term U.S. bonds, including U.S. government treasuries, corporate debt securities, and other high-credit-quality asset-backed securities. The GIC issuers are contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. There are no reserves against contract values for credit risk of the contract issuers or otherwise.

The two wrap contracts in which the Fund has entered are with insurance companies under which the insurance companies provide guarantees with respect to the return of funds to make distributions from this investment option. These insurance contracts are carried at contract value in the participants’ accounts.

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

5. The Stable Value Fund (continued)

Participant accounts in the Fund are credited with interest at a fixed rate that is evaluated monthly. The primary variables affecting the future crediting rates include (1) the current yield of the assets underlying the contract, (2) the duration of the assets underlying the contracts, and (3) the existing difference between the fair value of the securities and the contract value of the assets within the insurance contract. The crediting rate of security-backed contracts will track current market yields on a trailing basis. The rate reset allows the contract value to converge with the fair value of the underlying portfolio over time, assuming the portfolio continues to earn the current yield for a period of time equal to the current portfolio duration.

To the extent that the underlying portfolio has unrealized and/or realized losses, a positive adjustment is made when reconciling from fair value to contract value under contract value accounting. As a result, the future crediting rate may be lower over time than the current market rates. Similarly, if the underlying portfolio generates unrealized and/or realized gains, a negative adjustment is made when reconciling from fair value to contract value, and in the future, the crediting rate may be higher than the current market rates. The insurance contracts cannot credit an interest rate that is less than 0%.

Certain events limit the ability of the Plan to transact at contract value with the insurance company. Such events are limited to premature termination of the contracts by the Plan or plan termination. The Plan Administrator has not expressed any intention to take either of these actions. The wrapper contracts cannot be terminated by the issuers of the contracts at a value other than contract value except under a limited number of specific circumstances including termination of the Plan or failure to qualify under specific tax code provisions, material misrepresentations by the Plan Administrator or investment manager, failure by these same parties to meet material obligations under the contract, or other similar types of events.

As described in Note 2, because the synthetic GICs are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the synthetic GICs. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The average yields earned by the Fund at December 31, 2008 and 2007, are as follows:

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

6. Transactions With Parties in Interest

During the plan years 2008 and 2007, the Plan engaged in the following exempt party-in-interest transactions related to the Company’s common stock:

7. Reconciliation of Financial Statements to the Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

7. Reconciliation of Financial Statements to the Form 5500 (continued)

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

The following is a reconciliation of participant contributions available for benefits per the financial statements to the Form 5500:

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

7. Reconciliation of Financial Statements to the Form 5500 (continued)

The following is a reconciliation of employer contributions available for benefits per the financial statements to the Form 5500:

The following is a reconciliation of additions to net assets attributed to participant contributions per the financial statements to the Form 5500:

The following is a reconciliation of additions to net assets attributed to employer contributions per the financial statements to the Form 5500:

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

7. Reconciliation of Financial Statements to the Form 5500 (continued)

The following is a reconciliation of total additions to net assets per the financial statements to total (loss) income per the Form 5500:

8. Income Tax Status

The Plan has received a determination letter from the IRS dated September 12, 2001, stating that the Plan is qualified under Section 401(a) of the Code, and therefore, the related trust is exempt from taxation. Subsequent to the issuance of this determination letter, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax-exempt.

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Target Corporation 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2008

9. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. The Plan’s exposure to credit risk on synthetic guaranteed investment contracts is limited to the fair value of the contracts with each of the counterparties.

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Supplemental Schedule

Target Corporation 401(k) Plan

EIN: 41-0215170          Plan Number: 002

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2008

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Target Corporation 401(k) Plan

EIN: 41-0215170          Plan Number: 002

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (continued)

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Target Corporation 401(k) Plan

EIN: 41-0215170          Plan Number: 002

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (continued)

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Target Corporation 401(k) Plan

EIN: 41-0215170          Plan Number: 002

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (continued)