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^*

MOFFETT DAVID M

(Last)

(First)

(Middle)

U.S. BANCORP

800 NICOLLET MALL

(Street)

MINNEAPOLIS

55402

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman, CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2004

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)
Employee Stock Option (Right to Buy)	$28.5	01/20/2004		A		260,000		⁽¹⁾	01/20/2014	Common Stock	260,000	$0	260,000	D
Deferred Compensation Plan Participation	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	749.26		749.26⁽³⁾⁽⁴⁾	D
Deferred Compensation Plan Participation	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	148,853.58		148,853.58⁽³⁾⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$21.4938⁽⁵⁾							⁽⁶⁾	12/17/2012	Common Stock	235,591		235,591⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$19.1001⁽⁵⁾							⁽⁷⁾	12/18/2011	Common Stock	261,768		261,768⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$21.541⁽⁵⁾							⁽⁸⁾	12/12/2010	Common Stock	352,380		352,380⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$21.2306⁽⁵⁾							⁽⁹⁾	12/14/2009	Common Stock	196,326		196,326⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$28.7006⁽⁵⁾							⁽¹⁰⁾	01/12/2009	Common Stock	347,346		347,346⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$23.631⁽⁵⁾							⁽¹¹⁾	11/20/2008	Common Stock	271,836		271,836⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$18.7889⁽⁵⁾							⁽¹²⁾	12/09/2007	Common Stock	5,325		5,325⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$18.7889⁽⁵⁾							⁽¹²⁾	12/07/2007	Common Stock	221,205		221,205⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$10.0417⁽⁵⁾							⁽¹³⁾	12/10/2006	Common Stock	9,949		9,949⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$10.0417⁽⁵⁾							⁽¹³⁾	12/09/2006	Common Stock	156,173		156,173⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$6.7176⁽⁵⁾							⁽¹⁴⁾	12/12/2005	Common Stock	14,878		14,878⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$6.7176⁽⁵⁾							⁽¹⁴⁾	12/09/2005	Common Stock	5,258		5,258⁽¹⁴⁾	D

Explanation of Responses:

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

2. Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and becomes payable in common stock following the termination of the reporting person's employment with U.S. Bancorp or age 55, whichever is later.

3. Includes additional amounts acquired in October 2003 pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.

4. 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.

5. 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 special dividend paid to effect 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.

6. The option vests 100% on December 17, 2007, or 25% on February 1st of each of 2004, 2005, 2006 and 2007 if certain performance criteria are met in the prior year.

7. The option vests in four equal annual installments beginning on December 18, 2002.

8. The option vests in four equal annual installments beginning on December 12, 2001.

9. The option vested in four equal annual installments beginning on December 14, 2000.

10. The option vested in four equal annual installments beginning on January 12, 2000.

11. The option vested in four equal annual installments beginning on November 20, 1999.

12. The option vested in four equal annual installments beginning on December 9, 1998.

13. The option vested in four equal annual installments beginning on December 10, 1997.

14. The option vested in four equal annual installments beginning on December 12, 1996.

Remarks:

	Lee R. Mitau for David M. Moffett	01/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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