8-K

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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                _____________

                                  FORM 8-K

                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

              Date of Report (Date of earliest event reported):

                               March 11, 1996

                                _____________

                                U. S. BANCORP
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   Oregon
               (STATE OR OTHER JURISDICTION OF INCORPORATION)

                                   0-3505
                            (COMMISSION FILE NO.)

                                 93-0571730
                      (IRS EMPLOYER IDENTIFICATION NO.)

               111 S.W. Fifth Avenue
               Portland, Oregon                           97204
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

             Registrant's telephone number, including area code:
                               (503) 275-6111



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ITEM 5.  OTHER EVENTS.

          On March 11, 1996, the U. S. Bancorp board of directors announced
U. S. Bancorp's intention to account for its pending acquisition of
California Bancshares, Inc., as a purchase rather than a pooling of
interests.  A copy of the press release reflecting the announcement is filed
as an exhibit to this report and incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          U. S. Bancorp's press release dated March 11, 1996, is filed as an
exhibit to this report.



                                  SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                              U. S. Bancorp
                              (Registrant)


                              By /s/ Steven P. Erwin
                                 Steven P. Erwin
                                 Executive Vice President and
                                 Chief Financial Officer

Dated:  March 11, 1996

                              INDEX TO EXHIBITS



99             Press release dated March 11, 1996

EX-99

                                                                   EXHIBIT 99
NEWS RELEASE                                                    U. S. BANCORP

March 11, 1996
FOR IMMEDIATE RELEASE

Contacts:  Donald F. Bowler, Jr.   Mary Gambee    Patricia Stanton
           503/275-5702            503/275-6524   503/275-5773


               U. S. BANCORP TO UTILIZE PURCHASE ACCOUNTING IN
                      CALIFORNIA BANCSHARES TRANSACTION

PORTLAND, Ore.--The U. S. Bancorp (Nasdaq:  USBC) board of directors today
announced U. S. Bancorp's intention to account for its pending acquisition of
California Bancshares, Inc. (Nasdaq:  CABI) as a purchase rather than a
pooling of interests.  All other terms of the acquisition agreement remain
the same.
          The purchase method of accounting provides for U. S. Bancorp to
repurchase its existing outstanding common stock from time to time in the
open market, up to the approximately 9.7 million shares to be issued in the
transaction.
          Under the terms of the acquisition, which was announced on
February 12, 1996, each share of California Bancshares common stock will be
converted into .95 shares of U. S. Bancorp common stock.  The merger is
subject to approval by regulators and California Bancshares shareholders.
          California Bancshares is a $1.6 billion bank holding company.  It
has nine commercial bank subsidiaries, comprised of 38 branches, operating in
communities throughout Alameda, Contra Costa, Stanislaus and San Joaquin
counties and one branch in northern Santa Clara county.
          U. S. Bank of California currently is a $2 billion bank subsidiary
of U. S. Bancorp which operates 57 branches in 22 northern counties of
California.  U. S. Bancorp is one of the 30 largest bank holding companies in
the nation with assets of approximately $32 billion.  The company provides
comprehensive financial products and services to retail consumers, businesses
and corporations, and to individual and institutional investors through
subsidiary banks in the six western states.