US BANCORP \DE\ — Director's Dealing 2008

Aug 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2008-08-06

Reporting Person: CECERE ANDREW (Vice Chairman, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-06	Common Stock, 0.01 par value	M	50000	$29.1518	Acquired	176120	Direct
2008-08-06	Common Stock, 0.01 par value	S	50000	$31.9529	Disposed	126120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1999-04-20	Employee Stock Option (Right to Buy)	$29.1518	M	50000	Disposed	2009-04-20	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, 0.01 par value	7281.3437	Indirect
Common Stock, 0.01 par value	341	Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $31.95 to $31.98. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: Based on a plan report dated July 31, 2008, the most recent plan report available.

F3: The option vested in four equal annual installments beginning on April 20, 2000.