US BANCORP \DE\ — Director's Dealing 2004

Nov 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-11-10

Reporting Person: GRUNDHOFER JERRY A (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-11	Common Stock, $0.01 par value	M	100000	$6.7176	Acquired	100000	Direct
2004-11-11	Common Stock, $0.01 par value	S	88800	$30.02	Disposed	11200	Direct
2004-11-11	Common Stock, $0.01 par value	S	11200	$30.03	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-10	Employee Stock Option (Right to Buy)	$6.7176	D	428794	Disposed	2005-12-09	Common Stock (428794)	Direct
2004-11-11	Employee Stock Option (Right to Buy)	$6.7176	M	100000	Disposed	2005-12-09	Common Stock (100000)	Direct
2004-11-10	Employee Stock Option (Right to Buy)	$6.7176	D	14878	Disposed	2005-12-12	Common Stock (14878)	Direct
2004-11-12	Deferred Compensation Plan Participation	$	A	344753	Acquired		Common Stock (344753)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	20666.58	Indirect
Common Stock, $0.01 par value	15000	Indirect
Common Stock, $0.01 par value	227351	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Plan Participation	$		Common Stock (492491)	492491	Direct

Footnotes

F1: A portion of the proceeds of the sale of the shares received as a result of the option exercise were used to pay the expenses of that exercise as well as expenses related to the cancellation of the stock options reported on this form.

F2: Based on a plan report dated 10/31/04, the most recent plan report available.

F3: Option cancelled pursuant to a revocable surrender election made on May 11, 2004, in exchange for Deferred Compensation Plan Participation.

F4: The option vested in four equal annual installments beginning on December 12, 1996.

F5: Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and is payable in common stock following termination of the reporting person's employment with U.S. Bancorp.

F6: Amount credited to the reporting person's deferred compensation plan account in connection with the cancellation of the stock options reported on this form.

F7: Amount credited to the reporting person's deferred compensation plan account is equal to the difference between the closing market price of the registrant's common stock on November 11, 2004 ($30.13) and the exercise price of the surrendered stock options reported on this form ($6.7176), multiplied by the number of shares subject to such options (443,672).

F8: Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and is payable, in cash or common stock, at the election of the reporting person, following termination of the reporting person's employment with U.S. Bancorp.