US BANCORP \DE\ — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-01-30

Reporting Person: DAVIS RICHARD K (Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Deferred Compensation Plan Participation	$	A	7074.64	Acquired		Common Stock (50035.51)	Direct

Footnotes

F1: Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and becomes 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 or age 55, whichever is later.

F2: Includes additional amounts acquired in January 2004 pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.