US BANCORP \DE\ — Director's Dealing 2006

Oct 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2006-10-17

Reporting Person: KIRTLEY OLIVIA F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-17	Non-Employee Director Stock Option (Right to Buy)	$33.50	A	1859	Acquired	2016-10-17	Common Stock (1859)	Direct
2006-10-17	Restricted Stock Units	$	A	396	Acquired		Common Stock (396)	Direct

Footnotes

F1: The option vests in four equal annual installments beginning on October 17, 2007.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: The restricted stock units vest in four equal annual installments beginning on October 17, 2007. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's Board service is terminated without cause, or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distributible when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's Board service is terminated for cause.