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: CARLSON JENNIE P (Executive Vice President, HR)

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	133200	Acquired	2014-01-20	Common Stock (133200)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Plan Participation	$		Common Stock (4257.09)	4257.09	Direct
Employee Stock Option (Right to Buy)	$21.4938	2012-12-17	Common Stock (133904)	133904	Direct
Employee Stock Option (Right to Buy)	$20.6397	2012-01-02	Common Stock (30204)	30204	Direct
Employee Stock Option (Right to Buy)	$19.1001	2011-12-18	Common Stock (45306)	45306	Direct
Employee Stock Option (Right to Buy)	$21.541	2010-12-12	Common Stock (65442)	65442	Direct
Employee Stock Option (Right to Buy)	$21.2306	2009-12-14	Common Stock (25170)	25170	Direct
Employee Stock Option (Right to Buy)	$23.631	2008-11-20	Common Stock (45306)	45306	Direct
Employee Stock Option (Right to Buy)	$18.7889	2007-12-07	Common Stock (24163)	24163	Direct
Employee Stock Option (Right to Buy)	$13.2847	2007-04-20	Common Stock (6041)	6041	Direct
Employee Stock Option (Right to Buy)	$10.0417	2006-12-08	Common Stock (1586)	1586	Direct
Employee Stock Option (Right to Buy)	$6.7176	2005-12-09	Common Stock (9061)	9061	Direct
Employee Stock Option (Right to Buy)	$3.7379	2004-12-10	Common Stock (4531)	4531	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 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.

F4: 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.

F5: 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.

F6: The option vests in four equal annual installments beginning on January 2, 2003.

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 December 12, 2001.

F9: The option vested in four equal annual installments beginning on December 14, 2000.

F10: The option vested in four equal annual installments beginning on November 20, 1999.

F11: The option vested in four equal annual installments beginning on December 9, 1998.

F12: The option vested in four equal annual installments beginning on April 21, 1998.

F13: The option vested in four equal annual installments beginning on December 10, 1997.

F14: The option vested in four equal annual installments beginning on December 12, 1996.

F15: The option vested in four equal annual installments beginning on December 13, 1995.