US BANCORP \DE\ — Director's Dealing 2004

Jan 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-01-13

Reporting Person: GRUNDHOFER JERRY A (Director, President, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-13	Employee Stock Option (Right to Buy)	$4.1948	D	329491	Disposed	2004-06-11	Common Stock (329491)	Direct
2004-01-15	Deferred Compensation Plan Participation	$	A	279358	Acquired		Common Stock (279358)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Plan Participation	$		Common Stock (501900.46)	501900.46	Direct
Restricted Stock Units	$		Common Stock (245725)	245725	Direct
Restricted Stock Units	$	2006-12-31	Common Stock (327153)	327153	Direct
Employee Stock Option (Right to Buy)	$21.49	2012-12-17	Common Stock (678583)	678583	Direct
Employee Stock Option (Right to Buy)	$19.10	2011-12-18	Common Stock (1006800)	1006800	Direct
Employee Stock Option (Right to Buy)	$21.54	2010-12-12	Common Stock (1077276)	1077276	Direct
Employee Stock Option (Right to Buy)	$21.23	2009-12-14	Common Stock (594012)	594012	Direct
Employee Stock Option (Right to Buy)	$23.63	2008-11-20	Common Stock (604080)	604080	Direct
Employee Stock Option (Right to Buy)	$23.63	2008-11-20	Common Stock (543672)	543672	Direct
Employee Stock Option (Right to Buy)	$18.79	2007-12-09	Common Stock (5325)	5325	Direct
Employee Stock Option (Right to Buy)	$18.79	2007-12-09	Common Stock (538347)	538347	Direct
Employee Stock Option (Right to Buy)	$10.04	2006-12-10	Common Stock (9949)	9949	Direct
Employee Stock Option (Right to Buy)	$10.04	2006-12-09	Common Stock (533723)	533723	Direct
Employee Stock Option (Right to Buy)	$6.72	2006-12-12	Common Stock (14878)	14878	Direct
Employee Stock Option (Right to Buy)	$6.72	2005-12-09	Common Stock (528794)	528794	Direct
Employee Stock Option (Right to Buy)	$3.74	2004-12-10	Common Stock (543672)	543672	Direct

Footnotes

F1: 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 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.

F2: Option cancelled pursuant to a revocable surrender election made on July 14, 2003 in exchange for Deferred Compensation Plan Participation.

F3: The option vested in four equal annual installments beginning on June 14, 1995.

F4: Deferred Compensation Plan Participation converts into common stock on a one-for-one basis and is payable in common stock following termination of the reporting person's employment with U.S. Bancorp.

F5: Amount credited to the reporting person's deferred compensation plan account in connection with the cancellation of the stock option reported on this form.

F6: Amount credited to the reporting person's deferred compensation plan account is equal to the difference between the closing market price of the registrant's common stock on January 14, 2004 ($27.57) and the exercise price of the surrendered stock option reported on this form ($4.1948), multiplied by the number of shares subject to such option (329,491).

F7: 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 spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

F8: Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock and becomes payable, in cash or in common stock, at the election of the reporting person, following the termination of the reporting person's employment with U.S. Bancorp.

F9: Restricted stock units convert into common stock on a one-for-one basis.

F10: The restricted stock units vest 100% on December 17, 2006, or if the Total Shareholder Return of U.S. Bancorp exceeds the median Total Shareholder Return of a specified peer group for each of the three years following the grant date then vesting will accelerate to February 1, 2006. The shares will be distributed in two equal installments on the first and second anniversary of the later of the reporting person's attaining the age of 62 or his retirement.

F11: The option vested in four equal annual installments beginning on December 13, 1995.

F12: The option vests 100% on December 17, 2006, or 25% on December 17th of each of 2003, 2004, 2005 and 2006 if certain performance criteria are met in those years.

F13: The option vests in four equal annual installments beginning on December 18, 2002.

F14: The option vests in four equal annual installments beginning on December 12, 2001.

F15: The option vested in four equal annual installments beginning on December 14, 2000.

F16: The option vested in four equal annual installments beginning on November 20, 1999.

F17: The option vested in four equal annual installments beginning on December 9, 1998.

F18: The option vested in four equal annual installments beginning on December 10, 1997.

F19: The option vested in four equal annual installments beginning on December 12, 1996.

F20: Includes restricted stock units acquired in October pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award and 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 spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.