US BANCORP \DE\ — Director's Dealing 2004

Jan 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2004-01-02

Reporting Person: JOHNSON DELBERT WINSTON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-02	Non-Employee Director Stock Option (Right to Buy)	$29.58	A	3450	Acquired	2004-01-02	Common Stock (3450)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (2586)	2586	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.38	2013-01-02	Common Stock (12283)	12283	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.49	2012-12-17	Common Stock (7249)	7249	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.64	2012-01-02	Common Stock (6494)	6494	Direct
Non-Employee Director Stock Option (Right to Buy)	$20.64	2012-01-02	Common Stock (1510)	1510	Direct
Non-Employee Director Stock Option (Right to Buy)	$21.87	2011-10-01	Common Stock (693)	693	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.15	2011-07-02	Common Stock (693)	693	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.04	2011-04-02	Common Stock (441)	441	Direct
Non-Employee Director Stock Option (Right to Buy)	$22.45	2011-03-12	Common Stock (3700)	3700	Direct
Non-Employee Director Stock Option (Right to Buy)	$23.18	2011-02-27	Common Stock (7551)	7551	Direct
Non-Employee Director Stock Option (Right to Buy)	$29.15	2009-04-20	Common Stock (6495)	6495	Direct
Non-Employee Director Stock Option (Right to Buy)	$35.53	2007-04-24	Common Stock (3954)	3954	Direct
Non-Employee Director Stock Option (Right to Buy)	$35.53	2006-04-17	Common Stock (3714)	3714	Direct
Non-Employee Director Stock Option (Right to Buy)	$35.53	2005-04-26	Common Stock (3201)	3201	Direct
Non-Employee Director Stock Option (Right to Buy)	$35.53	2004-04-27	Common Stock (2038)	2038	Direct
Non-Employee Director Stock Option (Right to Buy)	$35.53	2004-01-19	Common Stock (4877)	4877	Direct
Non-Employee Director Stock Option (Right to Buy)	$33.86	2008-04-22	Common Stock (6495)	6495	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: The restricted stock units vest in four equal annual installments beginning on December 17, 2003. Vested units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy.

F3: The option vests in four equal annual installments beginning on January 2, 2005.

F4: Stock option acquired from issuer in lieu of $21,666.67 of cash compensation for 2004 director fees under the 2001 Executive Stock Incentive Plan.

F5: 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.

F6: The option vests in four equal annual installments beginning on January 2, 2004.

F7: The option vests in four equal annual installments beginning on December 17, 2003.

F8: The option vests in four equal annual installments beginning on January 2, 2003.

F9: The option vests in four equal annual installments beginning on October 1, 2002.

F10: The option vests in four equal annual installments beginning on July 2, 2002.

F11: The option vests in four equal annual installments beginning on April 2, 2002.

F12: The option vests in four equal annual installments beginning on March 12, 2002.

F13: The option vests in four equal annual installments beginning on February 27, 2002.

F14: The option was fully vested immediately after grant.