US BANCORP \DE\ — Director's Dealing 2004

Jan 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-01-20

Reporting Person: OWENS ODELL M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-20	Restricted Stock Units	$	A	1882	Acquired		Common Stock (1882)	Direct
2004-01-20	Non-Employee Director Stock Option (Right to Buy)	$28.50	A	5882	Acquired	2014-01-20	Common Stock (5882)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (2646)	2646	Direct
Deferred Compensation Plan Participation	$		Common Stock (48688.69)	48688.69	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.4938	2012-12-17	Common Stock (7249)	7249	Direct
Non-Employee Director Stock Option (Right to Buy)	$18.822	2012-10-01	Common Stock (1259)	1259	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.0234	2012-07-01	Common Stock (1384)	1384	Direct
Non-Employee Director Stock Option (Right to Buy)	$22.0103	2012-04-01	Common Stock (805)	805	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.6397	2012-01-02	Common Stock (1510)	1510	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.6397	2012-01-02	Common Stock (9212)	9212	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.6397	2012-01-02	Common Stock (8658)	8658	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.8713	2011-10-01	Common Stock (881)	881	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.1526	2011-07-02	Common Stock (629)	629	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.0433	2011-04-02	Common Stock (1636)	1636	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.1824	2011-02-27	Common Stock (6141)	6141	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.2792	2011-01-02	Common Stock (8860)	8860	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.2792	2011-01-02	Common Stock (982)	982	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.541	2010-12-12	Common Stock (8961)	8961	Direct
Non-Employee Director Stock Option (Right to Buy)	$22.4101	2010-10-02	Common Stock (453)	453	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.734	2010-07-03	Common Stock (529)	529	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.2171	2010-04-03	Common Stock (705)	705	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.7961	2010-01-03	Common Stock (5789)	5789	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.2306	2009-12-14	Common Stock (6947)	6947	Direct
Non-Employee Director Stock Option (Right to Buy)	$25.4519	2009-10-01	Common Stock (503)	503	Direct
Non-Employee Director Stock Option (Right to Buy)	$27.8109	2009-07-01	Common Stock (831)	831	Direct
Non-Employee Director Stock Option (Right to Buy)	$27.8109	2009-07-01	Common Stock (3322)	3322	Direct
Non-Employee Director Stock Option (Right to Buy)	$29.218	2009-03-09	Common Stock (10873)	10873	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.8582	2008-04-14	Common Stock (13592)	13592	Direct

Footnotes

F1: Restricted stock units convert to common stock on a one-for-one basis.

F2: The restricted stock units vest in four equal annual installments beginning on January 20, 2005. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy; only vested units are payable when board service ends under other circumstances.

F3: The restricted stock units vest in four equal annual installments beginning on December 17, 2003. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy; only vested units are payable when board service ends under other circumstances.

F4: Includes restricted stock units acquired in January, April, July and October 2003 and January 2004 pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

F5: Includes an adjustment to the number of restricted stock units in order to preserve the economic value of the plan participation in connection with the special dividend to effect the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

F6: 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 the termination of the reporting person's directorship with U.S. Bancorp.

F7: Includes additional amounts acquired in April, July and October 2003, pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.

F8: Includes an adjustment to the number of units in the reporting person's deferred compensation plan account in order to preserve the economic value of the plan participation in connection with the special dividend paid to effect the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

F9: The option vests in four equal annual installments beginning on January 20, 2005.

F10: The exercise price and number of shares subject to the option were adjusted to preserve the economic value of the option in connection with the special dividend paid to effect the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of shares subject to the option, and dividing the option price, by 1.0068.

F11: The option vests in four equal annual installments beginning on December 17, 2003.

F12: The option vests in four equal annual installments beginning on October 1, 2003.

F13: The option vests in four equal annual installments beginning on July 1, 2003.

F14: The option vests in four equal annual installments beginning on April 1, 2003.

F15: The option vests in four equal annual installments beginning on January 2, 2003.

F16: The option vests in four equal annual installments beginning on October 1, 2002.

F17: The option vests in four equal annual installments beginning on July 2, 2002.

F18: The option vests in four equal annual installments beginning on April 2, 2002.

F19: The option vests in four equal annual installments beginning on February 27, 2002.

F20: The option vests in four equal annual installments beginning on January 2, 2002.

F21: The option vests in four equal annual installments beginning on December 12, 2001.

F22: The option vests in four equal annual installments beginning on October 2, 2001.

F23: The option vests in four equal annual installments beginning on July 3, 2001.

F24: The option vests in four equal annual installments beginning on April 3, 2001.

F25: The option vested in four equal annual installments beginning on January 3, 2001.

F26: The option vested in four equal annual installments beginning on December 14, 2000.

F27: The option vested in four equal annual installments beginning on October 1, 2000.

F28: The option vested in four equal annual installments beginning on July 1, 2000.

F29: The option vested in four equal annual installments beginning on March 9, 2000.

F30: The option vested in four equal annual installments beginning on April 14, 1999.