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: 2004-01-18

Reporting Person: MITAU LEE R (EVP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-18	Common Stock, $0.01 par value	F	2033	$28.00	Disposed	131281	Direct
2004-01-20	Common Stock, $0.01 par value	A	12800	$28.50	Acquired	144081	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	93200	Acquired	2014-01-20	Common Stock (93200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	5642.43	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.4938	2012-12-17	Common Stock (133904)	133904	Direct
Employee Stock Option (Right to Buy)	$19.1001	2011-12-18	Common Stock (140952)	140952	Direct
Employee Stock Option (Right to Buy)	$23.1824	2011-02-27	Common Stock (125850)	125850	Direct
Employee Stock Option (Right to Buy)	$28.7048	2005-10-02	Common Stock (960)	960	Direct
Employee Stock Option (Right to Buy)	$28.7048	2005-10-02	Common Stock (2230)	2230	Direct
Employee Stock Option (Right to Buy)	$28.7048	2006-12-19	Common Stock (16837)	16837	Direct
Employee Stock Option (Right to Buy)	$28.7545	2006-12-19	Common Stock (66663)	66663	Direct
Employee Stock Option (Right to Buy)	$29.1021	2006-12-19	Common Stock (51763)	51763	Direct
Employee Stock Option (Right to Buy)	$29.1021	2005-10-02	Common Stock (17903)	17903	Direct
Employee Stock Option (Right to Buy)	$29.1518	2009-04-20	Common Stock (382081)	382081	Direct
Employee Stock Option (Right to Buy)	$34.9424	2006-12-19	Common Stock (38785)	38785	Direct
Employee Stock Option (Right to Buy)	$27.0858	2006-12-19	Common Stock (3821)	3821	Direct
Employee Stock Option (Right to Buy)	$27.0858	2005-10-20	Common Stock (21820)	21820	Direct
Employee Stock Option (Right to Buy)	$21.1959	2005-10-02	Common Stock (5426)	4274	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 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.

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 February 27, 2002.