8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 27, 2005

U.S. BANCORP

(Exact name of registrant as specified in its charter)

1-6880
(Commission File Number)

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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

ITEM 8.01 OTHER EVENTS.

     On June 27, 2005, U.S. Bancorp (the “Company”) issued a press release announcing the results of its previously announced tender offers for certain outstanding debt securities of the Company and its affiliates. A copy of the press release is filed with this Current Report as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

99.1 Press release dated June 27, 2005.

     SIGNATURES

     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.

     Date: June 27, 2005

U.S. BANCORP
By:	/s/ Lee R. Mitau
	Name:	Lee R. Mitau
	Title:	Executive Vice President and General Counsel

EX-99.1

News Release

CONTACT:
U.S. Bancorp Investor Relations	U.S. Bancorp Media Relations
Judith T. Murphy, 612-303-0783	Steve Dale, 612-303-0784
H.D. McCullough, 612-303-0786

U.S. BANCORP ANNOUNCES RESULTS OF TENDER OFFER

MINNEAPOLIS (June 27, 2005) — U.S. Bancorp (NYSE: USB) announced today the results of its previously announced tender offer for five different series of debt securities originally issued by certain affiliates of and predecessors to the Company. The tender offer commenced on June 15, 2005, and expired at 5:00 p.m., New York City time, on Friday, June 24, 2005. At settlement (scheduled for later today), the Company will pay approximately $718.8 million in total (including accrued and unpaid interest) for all securities validly tendered and accepted for payment.

The table at the end of this release specifies the aggregate principal amount tendered and accepted.

Bear, Stearns & Co. Inc. and Credit Suisse First Boston LLC served as the Dealer Managers for the tender offer. U.S. Bank National Association served as the Depositary and MacKenzie Partners, Inc. served as the Information Agent.

Minneapolis-based U.S. Bancorp, with $198 billion in assets, is the 6th largest financial holding company in the United States. The company operates 2,377 banking offices and 4,654 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 the parent company of U.S. Bank. Visit U.S. Bancorp on the web at usbank.com.

RESULTS OF U.S. BANCORP DEBT SECURITIES TENDER OFFER

Subordinated Notes

		Title	Aggregate Principal
		Of	Amount Tendered and
CUSIP	Issuer	Securities	Accepted
31925EAE6	First Bank National Association1	6.875% Subordinated Notes due 2006	$47,202,000
85508TAA2	Star Bank National Association2	6.625% Subordinated Bank Notes due 2006	$74,282,000
587342AF3	Mercantile Bancorporation, Inc.3	7.300% Subordinated Notes due 2007	$96,982,000

Capital Securities

		Title	Aggregate Principal
		Of	Amount Tendered and
CUSIP	Issuer	Securities	Accepted
313043AC5	FBS Capital I4	8.09% Capital Securities	$222,789,000
90329SAC7	U.S. Bancorp Capital I5	8.27% Capital Securities, Series B	$220,009,000

1	First Bank National Association was renamed U.S. Bank National Association in 1997.
2	Star Bank National Association was renamed Firstar Bank National Association in 1997 and, in turn, renamed U.S. Bank National Association in 2001.
3	Mercantile Bancorporation, Inc. was merged with and into Firstar Corporation in 1999. Firstar Corporation merged into U.S. Bancorp in 2001.
4	FBS Capital I was created by First Bank System, Inc., a predecessor to U.S. Bancorp. FBS Capital I is an affiliate of U.S. Bancorp.
5	U.S. Bancorp Capital I is an affiliate of U.S. Bancorp.