US BANCORP \DE\ — Director's Dealing 2008

Jan 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2008-01-16

Reporting Person: CHENEVICH WILLIAM L (Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-16	Restricted Stock Units	$	A	9665	Acquired		Common Stock (9665)	Direct
2008-01-16	Employee Stock Option (Right to Buy)	$31.04	A	728863	Acquired	2018-01-16	Common Stock (728863)	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: The restricted stock units fully vest on the third anniversary of the grant date unless forfeited earlier due to termination of employment for cause.

F3: The option vests in four equal annual installments beginning on January 16, 2009.