US BANCORP \DE\ — Director's Dealing 2006

Jan 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2006-01-17

Reporting Person: SCHNUCK CRAIG D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-17	Restricted Stock Units	$	A	1766	Acquired		Common Stock (1766)	Direct
2006-01-17	Non-Employee Director Stock Option (Right to Buy)	$30.00	A	8305	Acquired	2016-01-17	Common Stock (8305)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1817)	1817	Direct
Restricted Stock Units	$		Common Stock (2036)	2036	Direct
Restricted Stock Units	$		Common Stock (2859)	2859	Direct
Non-Employee Director Stock Option (Right to Buy)	$30.05	2016-01-03	Common Stock (19325)	19325	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 January 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 distributable 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.

F3: The restricted stock units vest in four equal annual installments beginning on January 18, 2006. 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 distributable 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.

F4: Includes restricted stock units acquired in April, July and October, 2005, and January 2006, pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

F5: The restricted stock units vest in four equal annual installments beginning on January 20, 2005. 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 distributable 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.

F6: The restricted stock units vest in four equal annual installments beginning on December 17, 2003. 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 distributable 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.

F7: The option vests in four equal annual installments beginning on January 17, 2007.

F8: The option vests in four equal annual installments beginning on January 3, 2007.

F9: Correction of amount incorrectly reported on a Form 4 filed on January 5, 2006, due to clerical error.