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: STALEY WARREN R (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

Footnotes

F1: Restricted stock units convert into 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 pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

F5: The option vests in four equal annual installments beginning on January 20, 2005.