US BANCORP \DE\ — Director's Dealing 2007

Jan 18, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2007-01-15

Reporting Person: GRUNDHOFER JERRY A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-15	Restricted Stock Units	$	D	371910	Disposed		Common Stock (371910)	Direct

Footnotes

F1: Under the terms of Mr. Grundhofer's employment agreement and in connection with his retirement from U.S Bancorp, these restricted stock units were surrendered in exchange for an additional benefit under the U.S. Bancorp Non-qualified Retirement plan. The additional benefit has an actuarial value equivalent to the defined market value of the units surrendered, which was $34.54 per unit.

F2: Includes restricted stock units acquired on a quarterly basis since the original restricted stock unit grant on January 2, 2002 pursuant to a dividend resinvestment feature of the restrcited stock award.

F3: These restricted stock units vested on December 31, 2006, and would have been distributed in shares of common stock on a one-for-one basis on January 15, 2006. However, pursuant to his employment agreement, Mr. Grundhofer had previously elected to surrender these restricted stock units as described in footnote 1.