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: GRZEDZINSKI EDWARD (Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-20	Employee Stock Option (Right to Buy)	$28.50	A	221900	Acquired	2014-01-20	Common Stock (221900)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Plan Participation	$		Common Stock (5227.85)	5227.85	Direct
Employee Stock Option (Right to Buy)	$21.4938	2012-12-17	Common Stock (185251)	185251	Direct
Employee Stock Option (Right to Buy)	$19.1001	2011-12-18	Common Stock (216462)	216462	Direct
Employee Stock Option (Right to Buy)	$21.9309	2011-07-24	Common Stock (503400)	503400	Direct

Footnotes

F1: The option vests in four equal annual installments beginning on January 20, 2005.

F2: 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 employment with U.S. Bancorp or age 55, whichever is later.

F3: Includes additional amounts acquired in January, April, July and October 2003 pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.

F4: 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 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.

F5: 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.

F6: The option vests 100% on December 17, 2007, or 25% on February 1st of each of 2004, 2005, 2006 and 2007 if certain performance criteria are met in the prior year.

F7: The option vests in four equal annual installments beginning on December 18, 2002.

F8: The option vests in four equal annual installments beginning on July 24, 2002.