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: CHENEVICH WILLIAM L (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-20	Common Stock, $0.01 par value	A	23000	$28.50	Acquired	109518	Direct

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	167800	Acquired	2014-01-20	Common Stock (167800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	647.52	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.4938	2012-12-17	Common Stock (206394)	206394	Direct
Employee Stock Option (Right to Buy)	$19.1001	2011-12-18	Common Stock (196326)	196326	Direct
Employee Stock Option (Right to Buy)	$21.541	2010-12-12	Common Stock (302040)	302040	Direct
Employee Stock Option (Right to Buy)	$21.2306	2009-12-14	Common Stock (110748)	110748	Direct
Employee Stock Option (Right to Buy)	$32.9633	2009-04-26	Common Stock (241632)	241632	Direct

Footnotes

F1: Based on a plan report dated 12/31/03, the most recent plan report available.

F2: The option vests 100% on January 20, 2009, or 25% on February 1st of each of 2005, 2006, 2007 and 2008 if certain performance criteria are met in the prior year.

F3: 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 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.

F4: 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.

F5: The option vests in four equal annual installments beginning on December 18, 2002.

F6: The option vests in four equal annual installments beginning on December 12, 2001.

F7: The option vested in four equal annual installments beginning on December 14, 2000.

F8: The option vested in four equal annual installments beginning on April 26, 2000.