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: 2008-08-05

Reporting Person: CHENEVICH WILLIAM L (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-05	Common Stock, $0.01 par value	M	25000	$21.4938	Acquired	107437	Direct
2008-08-05	Common Stock, $0.01 par value	S	25000	$31.40	Disposed	82437	Direct
2008-08-06	Common Stock, $0.01 par value	M	30000	$21.4938	Acquired	112437	Direct
2008-08-06	Common Stock, $0.01 par value	S	30000	$31.93	Disposed	82437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-05	Employee Stock Option (Right to Buy)	$21.4938	M	25000	Disposed	2012-12-17	Common Stock (25000)	Direct
2008-08-06	Employee Stock Option (Right to Buy)	$21.4938	M	30000	Disposed	2012-12-17	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	2330.5194	Indirect

Footnotes

F1: Based on a plan report dated July 31, 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.