US BANCORP \DE\ — Director's Dealing 2009

Jan 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2009-01-22

Reporting Person: OMALEY DAVID B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-22	Restricted Stock Units	$	A	9366	Acquired		Common Stock (9366)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (7584)	7584	Direct
Restricted Stock Units	$		Common Stock (1888)	1888	Direct
Restricted Stock Units	$		Common Stock (2072)	2072	Direct
Restricted Stock Units	$		Common Stock (2131)	2131	Direct
Restricted Stock Units	$		Common Stock (2387)	2387	Direct
Restricted Stock Units	$		Common Stock (3354)	3354	Direct

Footnotes

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

F2: The restricted stock units were fully vested at the time of grant. Units are payable in common stock when the reporting person ceases to serve on the Board of Directors and is not providing services to the Company as an independent contractor, except that all units are forfeited if the holder's service is terminated for cause.

F3: Includes restricted stock units acquired after January 2008 pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

F4: The restricted stock units vest in four equal annual installments beginning on January 17, 2008. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause.

F5: The restricted stock units vest in four equal annual installments beginning on January 17, 2007. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause.

F6: The restricted stock units vest in four equal annual installments beginning on January 18, 2006. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause.

F7: The restricted stock units vested in four equal annual installments beginning on January 20, 2005. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause.

F8: The restricted stock units vested in four equal annual installments beginning on December 17, 2003. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause.