SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REITEN RICHARD G

(Last)

(First)

(Middle)

NORTHWEST NATURAL GAS COMPANY

220 N.W. 2ND AVENUE

(Street)

PORTLAND

97209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Compensation Plan Participatin	⁽¹⁾	01/15/2004		A		2,282.3		⁽¹⁾	⁽¹⁾	Common Stock	2,282.3	$28.48	10,445.93⁽²⁾⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	01/20/2004		A		1,882		⁽⁵⁾	⁽⁵⁾	Common Stock	1,882	$0	1,882	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	2,646		2,646⁽⁷⁾⁽⁸⁾	D
Non-Employee Director Stock Option (Right to Buy)	$28.5	01/20/2004		A		5,882		⁽⁹⁾	01/20/2014	Common Stock	5,882	$0	5,882	D
Non-Employee Director Stock Option (Right to Buy)	$21.4938⁽¹⁰⁾							⁽¹¹⁾	12/17/2012	Common Stock	7,249		7,249⁽¹⁰⁾	D
Non-Employee Director Stock Option (Right to Buy)	$20.6397⁽¹⁰⁾							⁽¹²⁾	01/02/2012	Common Stock	8,658		8,658⁽¹⁰⁾	D
Non-Employee Director Stock Option (Right to Buy)	$23.1824⁽¹⁰⁾							⁽¹³⁾	01/27/2011	Common Stock	15,102		15,102⁽¹⁰⁾	D
Non-Employee Director Stock Option (Right to Buy)	$16.7362⁽¹⁰⁾							⁽¹⁴⁾	04/19/2010	Common Stock	6,495		6,495⁽¹⁰⁾	D
Non-Employee Director Stock Option (Right to Buy)	$29.1518⁽¹⁰⁾							⁽¹⁴⁾	04/20/2009	Common Stock	6,495		6,495⁽¹⁰⁾	D
Non-Employee Director Stock Option (Right to Buy)	$36.8991⁽¹⁰⁾							⁽¹⁴⁾	07/15/2008	Common Stock	9,552		9,552⁽¹⁰⁾	D

Explanation of Responses:

1. Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and becomes payable, in cash or common stock, at the election of the reporting person, following the termination of the reporting person's directorship with U.S. Bancorp.

2. Includes additional amounts acquired in April, July and October, 2003, pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.

3. Includes an adjustment to the number of units in the reporting person's deferred compensation plan account in order to preserve the economic value of the plan participation in connection with the special dividend paid to effect the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

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

5. The restricted stock units vest 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; only vested units are payable when board service ends under other circumstances.

6. The restricted stock units vest 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; only vested units are payable when board service ends under other circumstances.

7. Includes restricted stock units acquired in January, April, July and October 2003 and January 2004 pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.

8. Includes an adjustment to the number of restricted stock units in order to preserve the economic value of the plan participation in connection with the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

9. The option vests in four equal annual installments beginning on January 20, 2005.

10. The exercise price and number of shares subject to the option were adjusted to preserve the economic value of the option in connection with the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of shares subject to the option, and dividing the option price, by 1.0068.

11. The option vests in four equal annual installments beginning on December 17, 2003.

12. The option vests in four equal annual installments beginning on January 2, 2003.

13. The option vests in four equal annual installments beginning on February 27, 2002.

14. The option was fully vested immediately after grant.

Remarks:

	Lee R. Mitau for Richard G. Reiten	01/20/2004
	** Signature of Reporting Person	Date
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