US BANCORP \DE\ — Director's Dealing 2004

Jan 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-01-16

Reporting Person: GRUNDHOFER JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-16	Common Stock, $0.01 par value	M	87406	$27.6818	Acquired	87406	Direct
2004-01-16	Common Stock, $0.01 par value	S	87406	$28.4842	Disposed	0	Direct
2004-01-16	Common Stock, $0.01 par value	M	108603	$27.6818	Acquired	108603	Direct
2004-01-16	Common Stock, $0.01 par value	S	108603	$28.4842	Disposed	0	Direct
2004-01-16	Common Stock, $0.01 par value	M	54756	$27.6818	Acquired	54756	Direct
2004-01-16	Common Stock, $0.01 par value	S	54756	$28.4842	Disposed	0	Direct
2004-01-16	Common Stock, $0.01 par value	M	129805	$27.6818	Acquired	129805	Direct
2004-01-16	Common Stock, $0.01 par value	S	129805	$28.4842	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-16	Employee Stock Option (Right to Buy)	$27.6818	M	87406	Disposed	2004-01-19	Common Stock (87406)	Direct
2004-01-16	Employee Stock Option (Right to Buy)	$27.6818	M	108603	Disposed	2004-01-19	Common Stock (108603)	Direct
2004-01-16	Employee Stock Option (Right to Buy)	$27.6818	M	54756	Disposed	2004-01-19	Common Stock (54756)	Direct
2004-01-16	Employee Stock Option (Right to Buy)	$27.6818	M	129805	Disposed	2004-01-19	Common Stock (129805)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$22.7453	G	1465	Disposed	2007-08-01	Common Stock (1465)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$22.7453	G	1465	Disposed	2007-08-01	Common Stock (1465)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$33.7604	G	11775	Disposed	2004-01-19	Common Stock (11775)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$29.1518	G	3683	Disposed	2009-04-20	Common Stock (3683)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$27.0362	G	969	Disposed	2006-12-19	Common Stock (969)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$27.0362	G	969	Disposed	2006-12-19	Common Stock (969)	Direct
2004-01-20	Non-Employee Director Stock Option (Right to Buy)	$28.50	A	5882	Acquired	2014-01-20	Common Stock (5882)	Direct
2004-01-20	Restricted Stock Units	$	A	1882	Acquired		Common Stock (1882)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	1000000	Indirect
Common Stock, $0.01 par value	12479.21	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (2646)	2646	Direct
Non-Employee Director Stock Options (Right to Buy)	$21.4938	2012-12-17	Common Stock (7249)	7249	Direct
Employee Stock Option (Right to Buy)	$23.1824	2011-02-27	Common Stock (2416320)	2416320	Direct
Employee Stock Option (Right to Buy)	$28.9035	2007-08-01	Common Stock (169682)	169682	Direct
Employee Stock Option (Right to Buy)	$33.7604	2006-12-19	Common Stock (317546)	317546	Direct
Employee Stock Option (Right to Buy)	$33.7604	2006-12-19	Common Stock (324043)	324043	Direct

Footnotes

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

F2: 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.

F3: The option vests in four equal annual installments beginning on January 20, 2005.

F4: Restricted stock units convert into common stock on a one-for-one basis.

F5: 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.

F6: 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.

F7: Includes restricted stock units acquired in January, April, July and October 2003 and January 2004 pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

F8: 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.

F9: The option vests in four equal annual installments beginning on December 17, 2003.

F10: The option vests in four equal annual installments beginning on February 27, 2002.