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: STOLLENWERK JOHN J (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 (881.45)	881.45	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: 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 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.

F6: The option vests in four equal annual installments beginning on January 20, 2005.

F7: 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.

F8: Includes additional amounts acquired in January, April, July and October pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.

F9: 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.