US BANCORP \DE\ — Director's Dealing 2004

Oct 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-10-25

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-25	Employee Stock Option (Right to Buy)	$3.7379	D	101360	Disposed	2004-12-10	Common Stock (101360)	Direct
2004-10-27	Deferred Compensation Plan Participation	$	A	87967	Acquired		Common Stock (87967)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Plan Participation	$		Common Stock (491476)	491476	Direct

Footnotes

F1: Option cancelled pursuant to a revocable surrender election made on April 26, 2004, in exchange for Deferred Compensation Plan Participation.

F2: The option vested in four equal annual installments beginning on December 13, 1995.

F3: 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.

F4: Amount credited to the reporting person's deferred compensation plan account in connection with the cancellation of the stock option reported on this form.

F5: 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 October 26, 2004 ($28.29) and the exercise price of the surrendered stock option reported on this form ($3.7379), multiplied by the number of shares subject to such option (101,360).

F6: Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and is payable, in cash or in common stock, at the election of the reporting person, following termination of the reporting person's employment with U.S. Bancorp.