EXHIBIT 8.1


                               [STB Letterhead]



                                          November 1, 2001




U.S. Bancorp
U.S. Bank Place
601 Second Avenue
Minneapolis, Minnesota 55402

Ladies and Gentlemen:

          We have acted as counsel to U.S. Bancorp, a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of the Registration Statement on
Form S-3 dated October 26, 2001 under the Securities Act of 1933, as amended
(the "Registration Statement"), with respect to the registration of
$1,483,179,000 aggregate principal amount of Contingent Zero-Coupon Accreting
Redeemable Securities (the "CZARS") issued under the Indenture, dated as of
October 1, 1991, as supplemented by the Supplement Indenture, dated as of
August 6, 2001 (the "Indenture"), between the Company and Citibank, N.A., as
trustee.

          In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement; (ii) the Indenture; and (iii) forms of the
CZARS. We have also examined and relied upon originals, or duplicates or
certified or conformed copies, of such records of the Company and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinion set forth herein.



U.S. Bancorp                          2                       November 1, 2001


          In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

          Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the statements set forth
in the Registration Statement under the caption "Certain United States Federal
Income Tax Considerations," insofar as they purport to constitute summaries of
matters of United States federal tax law and regulations or legal conclusions
with respect thereto, constitute accurate summaries of the matters described
therein in all material respects.

          Our opinion is based upon the Internal Revenue Code of 1986, as
amended, the Treasury regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Consequently, future
changes in the law may cause the tax treatment of the transactions referred to
herein to be materially different from that described above.

          We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as CZARS and that our opinion is not binding on the
Internal Revenue Service or courts, any of which could take a contrary
position.

          We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal tax law
of the United States.



U.S. Bancorp                          3                        November 1, 2001


          We hereby consent to the use of our name in the Registration
Statement under the captions "Certain United States Federal Income Tax
Considerations" and "Legal Matters".

                                        Very truly yours,

                                        /s/ Simpson Thacher & Bartlett

                                        SIMPSON THACHER & BARTLETT