8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): December 31, 2003


                                     1-6880
                            (Commission File Number)


                                  U.S. BANCORP
             (Exact name of registrant as specified in its charter)



                 DELAWARE                               41-0255900
       (State or other jurisdiction                   (I.R.S. Employer
            of incorporation)                      Identification Number)

                                800 Nicollet Mall
                          Minneapolis, Minnesota 55402
              (Address of principal executive offices and zip code)

                                  651-466-3000
              (Registrant's telephone number, including area code)

                                (not applicable)
          (Former name or former address, if changed since last report)







ITEM 5.    OTHER EVENTS AND REQUIRED FD DISCLOSURE.

         U.S. Bancorp announced today that it has completed its spin-off of
Piper Jaffray Companies by means of a distribution of all of the currently
outstanding Piper Jaffray Companies common stock to U.S. Bancorp stockholders of
record at 5:00 p.m. Eastern time on December 22, 2003. The press release is
included as Exhibit 99.1 hereto and is incorporated herein by reference. The
press release contains forward-looking statements regarding U.S. Bancorp and
includes a cautionary statement identifying important factors that could cause
actual results to differ materially from those anticipated.


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

(c)      Exhibits.

       Exhibit
         No.                                          Description
         ---                                          -----------
         99.1                 Press Release, dated December 31, 2003












                                    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 hereunto duly authorized.

                                            U.S. BANCORP


                                            By:      /s/ Terrance R. Dolan
                                               ---------------------------------
                                                 Name:  Terrance R. Dolan
                                                 Title: Executive Vice
                                                        President and Controller



DATE:  December 31, 2003










                                  EXHIBIT LIST


      Exhibit
         No.                                          Description
         ---                                          -----------
         99.1                 Press Release, dated December 31, 2003

EX-99

                                                                    EXHIBIT 99.1


[U.S. Bancorp logo]                            News Release

                                       CONTACT: Steve Dale (Media)
                                                (612) 303-0784
                                                H. D. McCullough (Analysts)
                                                (612) 303-0786
                                                Judy Murphy (Analysts)
                                                (612) 303-0783


                  U.S. BANCORP ANNOUNCES COMPLETION OF SPIN-OFF
                           OF PIPER JAFFRAY COMPANIES


MINNEAPOLIS, MN. (Dec. 31, 2003) - U.S. Bancorp (NYSE: USB) today announced that
it completed the spin-off of Piper Jaffray Companies (NYSE: PJC).  U.S. Bancorp
distributed today one share of Piper Jaffray Companies common
stock for every 100 shares of U.S. Bancorp common stock held by shareholders of
record as of 5:00 p.m., EST, on December 22, 2003, by means of a special
dividend.  U.S. Bancorp shareholders will receive cash in lieu of any fractional
shares of Piper Jaffray Companies common stock resulting from the distribution.

Beginning January 2, 2004, Piper Jaffray Companies will trade as a separate
company on the New York Stock Exchange under the ticker symbol "PJC." Piper
Jaffray Companies common stock began trading on a "when-issued" basis on the New
York Stock Exchange on December 19, 2003, under the ticker symbol "PJC wi." U.S.
Bancorp stockholders who sold their shares of U.S. Bancorp common stock in the
"regular way" market prior to the distribution sold their right to receive the
Piper Jaffray Companies dividend with respect to those shares.

"With this distribution, we are providing our shareholders with another avenue
to benefit from their investment in U.S. Bancorp," stated Jerry A. Grundhofer,
chairman, president and chief executive officer of U.S. Bancorp.

ABOUT U.S. BANCORP

U.S. Bancorp, with assets of $189 billion, is the 8th largest financial services
holding company in the United States. The company operates 2,201 banking offices
and 4,506 ATMs, and provides a comprehensive line of banking, brokerage,
insurance, investment, mortgage, trust and payment services products to
consumers, businesses and institutions. U.S. Bancorp is home of the Five Star
Service Guarantee which assures customers of certain key banking benefits and
services or customers will be paid for their inconvenience. U.S. Bancorp is the
parent company of U.S. Bank. Visit U.S. Bancorp on the web at usbank.com.

                                      # # #




FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. Statements that are not
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. These statements often include the
words "may," "could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets," "potentially," "probably,"
"projects," "outlook" or similar expressions. These forward- looking statements
cover, among other things, anticipated future revenue and expenses, and the
future prospects of the Company. Forward-looking statements involve inherent
risks and uncertainties, and important factors could cause actual results to
differ materially from those anticipated, including the following, in addition
to those contained in the Company's reports on file with the SEC: (i) general
economic or industry conditions could be less favorable than expected, resulting
in a deterioration in credit quality, a change in the allowance for credit
losses, or a reduced demand for credit or fee-based products and services; (ii)
changes in the domestic interest rate environment could reduce net interest
income and could increase credit losses; (iii) inflation, changes in securities
market conditions and monetary fluctuations could adversely affect the value or
credit quality of the Company's assets, or the availability and terms of funding
necessary to meet the Company's liquidity needs; (iv) changes in the extensive
laws, regulations and policies governing financial services companies could
alter the Company's business environment or affect operations; (v) the potential
need to adapt to industry changes in information technology systems, on which
the Company is highly dependent, could present operational issues or require
significant capital spending; (vi) competitive pressures could intensify and
affect the Company's profitability, including as a result of continued industry
consolidation, the increased availability of financial services from non- banks,
technological developments, or bank regulatory reform; (vii) changes in consumer
spending and savings habits could adversely affect the Company's results of
operations; (viii) changes in the financial performance and condition of the
Company's borrowers could negatively affect repayment of such borrowers' loans;
(ix) acquisitions may not produce revenue enhancements or cost savings at levels
or within time frames originally anticipated, or may result in unforeseen
integration difficulties; (x) capital investments in the Company's businesses
may not produce expected growth in earnings anticipated at the time of the
expenditure; and (xi) acts or threats of terrorism, and/or political and
military actions taken by the U.S. or other governments in response to acts or
threats of terrorism or otherwise could adversely affect general economic or
industry conditions. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update them in light of
new information or future events.