S-4 POS

As Filed with the Securities and Exchange Commission on January 25, 2007

Registration No. 333-138987

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S. BANCORP
(Exact Name of Registrant as Specified in its Charter)

Delaware	6711	41-0255900
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
(651) 466-3000
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)

Lee R. Mitau, Esq.
Executive Vice President, General Counsel and
Corporate Secretary
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
(651) 466-3000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)

With copies to

With Copies To:

	Kevin Costley
Lawrence S. Makow	Jonathan Levy
Wachtell, Lipton, Rosen & Katz	Lindquist & Vennum PLLP
51 West 52nd Street	4200 IDS Center
New York, New York 10019	80 South Eighth Street
(212) 403-1000	Minneapolis, Minnesota 55402
	(612) 371-3211

     Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this Registration Statement becomes effective and upon completion of the transactions described in the proxy statement/prospectus.

     If the securities registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨ 

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-138987

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

This registration statement shall become effective upon filing with the Securities and Exchange Commission
in accordance with Rule 462(b) under the Securities Act.

CALCULATION OF REGISTRATION FEE
		Proposed
		Maximum
		Offering Price	Proposed Maximum	Amount of
Title of Each Class of	Amount to	per Share	Aggregate	Registration
Securities to Be Registered	be Registered	of Common Stock	Offering Price	Fee
common stock,	135,157 (1)	N/A	$80,021,173 (2)	$8,562.27(3)
par value $0.01 per share

(1)	Represents, together with the 2,100,392 shares previously registered under the Amendment No. 1 to Form S-4 filed on December 22, 2006 (Registration Number 333-138987), the maximum number of shares of common stock, par value $0.01 per share, of U.S. Bancorp that may be issued upon the completion of the merger of Cascade Acquisition Corporation, a Minnesota corporation and wholly owned subsidiary of U.S. Bancorp, with and into United Financial Corp., a Minnesota corporation, based on the number of shares of United common stock, par value of $0.01 per share, outstanding or reserved for issuance under various plans, immediately prior to the merger and the exchange of each such share of United common stock for 0.6825 shares of U.S. Bancorp common stock.
(2)	Pursuant to Rule 457(f), and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is based upon the aggregate market value on January 22, 2007 of the shares of United Financial Corp. common stock expected to be cancelled in the merger and computed as the product of (1) $24.43, the average of the high and low prices per share of United Financial Corp. common stock on January 22, 2007, as quoted on the Nasdaq Global Market, and (2) 3,275,529, the maximum number of shares of United Financial Corp. common stock that may be exchanged in the merger.
(3)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $107.00 per $1,000,000 of the proposed maximum aggregate offering price. $8,000 of the registration fee was paid in connection with the initial filing of the Registration Statement on November 28, 2006.

EXPLANATORY NOTE AND INCORPORATION OF DOCUMENTS BY REFERENCE

   We are filing this registration statement with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 135,157 shares of our common stock, par value $0.01 per share (the “Common Stock”), for issuance in connection with the merger of Cascade Acquisition Corporation, a Minnesota corporation and wholly owned subsidiary of U.S. Bancorp, with and into United Financial Corp., a Minnesota corporation. We have previously registered 2,100,392 shares of Common Stock under the Securities Act by means of our currently effective registration statement on Form S-4, Registration No. 333-138987.

In accordance with Rule 462(b), this registration statement incorporates by reference the contents of our currently effective registration statement, which was declared effective on December 22, 2006, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein. Additional opinions and consents required to be filed with this registration statement are listed on the Index to Exhibits attached to and filed with this registration statement.

ITEM 21.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Index

Exhibit
Number	Description
5.1	Opinion of Wachtell, Lipton, Rosen & Katz.
23.1	Consent of Ernst & Young LLP relating to U.S. Bancorp.
23.2	Consent of McGladrey & Pullen, LLP relating to United Financial Corp.
23.3	Consent of Moss Adams LLP relating to United Financial Corp.
23.4	Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 5.1 to
	this registration statement).
23.7	Consent of Howe Barnes Hoefer & Arnett, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, U.S. Bancorp has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on January 24, 2007.

U.S. BANCORP

By: /s/ Richard K. Davis

Richard K. Davis

President and Chief Executive Officer

(principal executive officer)

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURES	TITLE	DATE
/s/ Richard K. Davis	President, Chief Executive Officer	January 24, 2007
	and Director (principal executive
Richard K. Davis	officer)
/s/ David M. Moffett	Vice Chairman and Chief Financial	January 24, 2007
	Officer (principal financial officer)
David M. Moffett
/s/ Terrance R. Dolan	Executive Vice President and	January 24, 2007
	Controller (principal accounting
Terrance R. Dolan	officer)
*	Chairman	January 24, 2007
Jerry A. Grundhofer
*	Director	January 24, 2007
Victoria Buyniski Gluckman
*	Director	January 24, 2007
Arthur D. Collins, Jr.
*	Director
		January 24, 2007
Peter H. Coors
*	Director
		January 24, 2007
Joel W. Johnson

	*	Director	January 24, 2007
	Jerry W. Levin
	*	Director	January 24, 2007
	David B. O'Maley
	*	Director	January 24, 2007
	O'dell M. Owens, M.D., M.P.H
		Director
	Olivia F. Kirtley
	*	Director	January 24, 2007
	Richard G. Reiten
	*	Director	January 24, 2007
	Craig D. Schnuck
	*	Director	January 24, 2007
	Warren R. Staley
	*	Director	January 24, 2007
	Patrick T. Stokes
*By:	/s/ Terrance R. Dolan	Attorney-In-Fact for	January 24, 2007
	Terrance R. Dolan	persons indicated above
	Attorney-In-Fact	with an *

EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Wachtell, Lipton, Rosen & Katz.
23.1	Consent of Ernst & Young LLP relating to U.S. Bancorp.
23.2	Consent of McGladrey & Pullen, LLP relating to United Financial Corp.
23.3	Consent of Moss Adams LLP relating to United Financial Corp.
23.4	Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 5.1 to
	this registration statement).
23.7	Consent of Howe Barnes Hoefer & Arnett, Inc.

EX-5.1

Exhibit 5.1

[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]

January 24, 2007

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402

 RE: Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (333-138987)

Ladies and Gentlemen:

     We have acted as special counsel to U.S. Bancorp, a Delaware corporation (the “Company”), in connection with the preparation and filing of Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 of the Company (as amended, the “Registration Statement”) relating to 135,157 shares of common stock, par value $.01 per share, of the Company to be issued (together with up to 2,100,392 shares of common stock previously registered, the “Common Stock”) by the Company in connection with the merger of Cascade Acquisition Corporation, a Minnesota corporation and wholly owned subsidiary of the Company, with and into United Financial Corp., a Minnesota corporation.

     In rendering this opinion, we have examined such corporate records and other documents, and we have reviewed such matters of law, as we have deemed necessary or appropriate. In rendering this opinion, we have, with your consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion we have, with your consent, assumed the genuineness of all signatures or instruments relied upon by us, and the conformity of certified copies submitted to us with the original documents to which such certified copies relate.

     We are members of the Bar of the State of New York and we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the General Corporation Law of the State of Delaware and the laws of the State of New York.

     Based on and subject to the foregoing, we are of the opinion that the Common Stock is or will be, upon issuance, legally authorized and, provided the Common Stock is issued and paid for upon the terms and conditions set forth in the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable.

     We hereby consent to be named in the Registration Statement and in the related prospectus contained therein as the attorneys who passed upon the legality of the Common Stock and to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ WACHTELL, LIPTON, ROSEN & KATZ

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated February 17, 2006, incorporated by reference in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-138987) and related Prospectus of U.S. Bancorp for the registration of its common stock.

/s/ Ernst & Young LLP
Minneapolis, Minnesota
January 24, 2007

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

     We consent to the use in U.S. Bancorp’s Registration Statement on Form S-4, as amended by Amendment No. 1 to the Registration Statement filed December 22, 2006 and by Post-Effective Amendment No. 1 to the Registration Statement (the “Registration Statement”) of our report dated March 3, 2006 relating to our audits of the consolidated financial statements of United Financial Corp. and Subsidiaries as of and for the years ended December 31, 2005 and 2004, appearing in the Prospectus, which is part of this Registration Statement.

     We also consent to the reference to our firm under the caption “Experts” in such Registration Statement.

/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP

Sioux Falls, South Dakota
January 24, 2007

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We consent to the inclusion in U.S. Bancorp’s Registration Statement on Form S-4, as amended by Amendment No. 1 to the Registration Statement filed December 22, 2006, and by Post-Effective Amendment No. 1 to the Registration Statement (the “Registration Statement”) of our report dated February 20, 2004, with respect to the consolidated statement of income of United Financial Corporation for the year ended December 31, 2003, and the related consolidated statements of stockholders' equity and cash flows for the year ended December 31, 2003.

/s/ Moss Adams LLP

Spokane, Washington
January 24, 2007

EX-23.7

Exhibit 23.7

January 24, 2007

United Financial Corp.
P.O. Box 2779
Great Falls, Montana 59403

Re:
Proxy Statement/Prospectus and Registration Statement
on Form S-4 of U.S. Bancorp
Ladies and Gentlemen:

     We hereby consent to the use of our opinion letter dated November 6, 2006 to the Board of Directors of United Financial Corp. as Annex C to the Proxy Statement/Prospectus which forms a part of post-effective Amendment No. 1 to the Registration Statement on Form S-4 and to the references to our name and to the description of such opinion letter contained in the Proxy Statement/Prospectus under the caption "The Merger—Opinion of United's Financial Advisor." In giving this consent, we do not admit that we come within the category of persons whose consent is required under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

HOWE BARNES HOEFER & ARNETT, INC.

By

/s/ MATTHEW C. BOBA
- --------------------------------------------------------------------------------
Matthew C. Boba
Executive Vice President and General Counsel