US BANCORP \DE\ — Director's Dealing 2008

Oct 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2008-10-28

Reporting Person: CHENEVICH WILLIAM L (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-28	Common Stock, $0.01 par value	M	5000	$21.4938	Acquired	87437	Direct
2008-10-28	Common Stock, $0.01 par value	S	5000	$30.95	Disposed	82437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-28	Employee Stock Option (Right to Buy)	$21.4938	M	5000	Disposed	2012-12-17	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	2353.7787	Indirect

Footnotes

F1: Based on a plan report dated September 30, 2008, the most recent plan report available.

F2: The option was subject to performance-accelerated vesting. The option vested 25% on each of February 1, 2004 and February 1, 2007. The remaining 50% vested on December 17, 2007.