US BANCORP \DE\ — Director's Dealing 2005

Feb 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2005-02-02

Reporting Person: DAVIS RICHARD K (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-02	Common Stock, $0.01 par value	M	14878	$6.7176	Acquired	73967.78	Direct
2005-02-02	Common Stock, $0.01 par value	S	14878	$30.51	Disposed	59089.78	Direct
2005-02-02	Common Stock, $0.01 par value	M	10122	$6.7176	Acquired	69211.78	Direct
2005-02-02	Common Stock, $0.01 par value	S	10122	$30.51	Disposed	59089.78	Direct
2005-02-02	Common Stock, $0.01 par value	M	65000	$6.7176	Acquired	65000	Indirect
2005-02-02	Common Stock, $0.01 par value	S	31060	$30.51	Disposed	33940	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-02	Employee Stock Option (Right to Buy)	$6.7176	M	14878	Disposed	2005-12-12	Common Stock (14878)	Direct
2005-02-02	Employee Stock Option (Right to Buy)	$6.7176	M	10122	Disposed	2005-12-09	Common Stock (10122)	Direct
2005-02-02	Employee Stock Option (Right to Buy)	$6.7176	M	65000	Disposed	2005-12-09	Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	43002	Indirect
Common Stock, $0.01 par value	7639.92	Indirect

Footnotes

F1: Includes share amounts acquired in January 2005, pursuant to a dividend reinvestment plan in transactions exempt under Rule 16a-11.

F2: A portion of the proceeds of the sale of shares received as a result of the option exercise were used to pay the expenses of that exercise as well as expenses related to the other exercises reported on this form.

F3: Based on a plan report dated 1/31/05, the most recent plan report available.

F4: The option vested in four equal annual installments beginning on December 12, 1996.