US BANCORP \DE\ — Director's Dealing 2007

Jan 19, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2007-01-17

Reporting Person: GRUNDHOFER JERRY A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-17	Restricted Stock Units	$	A	1678	Acquired		Common Stock (1678)	Direct
2007-01-17	Non-Employee Director Stock Option (Right to Buy)	$35.76	A	11029	Acquired	2017-01-17	Common Stock (11029)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (279323)	279323	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, 2008. Units are payable in common stock when the reporting person retires in accordance with 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 are fully vested and payable in common stock in two equal installments on the first and second anniversary of the reporting person's attaining the age of 62 or his retirement.

F4: Includes restricted stock units acquired in October of 2003, January, April, July and October of 2004, 2005 and 2006 and January of 2007 pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

F5: The option vests in four equal annual installments beginning on January 17, 2008.