SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

U.S. Bancorp	USB Capital VII
(Exact name of registrant as specified in charter)	(Exact name of registrant as specified
	in its Certificate of Trust)
Delaware	Delaware
(State of incorporation or organization)	(State of incorporation or organization)
41-0255900	41-2006189
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
	c/o U.S. Bancorp
800 Nicollet Mall	800 Nicollet Mall
Minneapolis, Minnesota	Minneapolis, Minnesota
(Address of Principal Executive Offices)	(Address of Principal Executive Offices)
55402	55402
(Zip Code)	(Zip Code)

If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. o

If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. o

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this Form relates: 333-124535

Securities to be registered pursuant to Section 12(b) of the Act:

5.875% Trust Preferred Securities of USB Capital VII (and the Guarantee of U.S. Bancorp with respect thereto).

Securities to be registered pursuant to Section 12(g) of the Act: None.

TABLE OF CONTENTS

	Item 1. Description of Securities to Be Registered
	Item 2. Exhibits
SIGNATURE
INDEX TO EXHIBITS
First Supplemental Indenture

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Securities to Be Registered.

     The descriptions set forth under the “Description of Capital Securities,” “Description of Junior Subordinated Debt Securities,” “Description of the Guarantee” and “Relationship among the Capital Securities, the Corresponding Junior Subordinated Debt Securities and the Guarantees” in the Prospectus included in the Registration Statement on Form S-3 (No. 333-124535) of U.S. Bancorp, USB Capital VII, USB Capital VIII, USB Capital IX, USB Capital X, USB Capital XI, USB Capital XII, USB Capital XIII, USB Capital XIV, USB Capital XV and USB Capital XVI filed on May 2, 2005, are incorporated herein by reference. The final terms of the securities to be registered hereby are included in a prospectus supplement which was filed on August 5, 2005, by the Registrants pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and which is incorporated herein by reference.

Item 2. Exhibits.

4.1	Junior Subordinated Indenture, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee, dated April 28, 2005 (incorporated by reference to Exhibit 4.2.3 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).
4.2*	First Supplemental Indenture to Junior Subordinated Indenture dated as of August 3, 2005 between U.S. Bancorp and Delaware Trust Company, National Association.
4.3	Restated Certificate of Trust of USB VII (incorporated by reference to Exhibit 4.3.1 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).
4.4	Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.5 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).
4.5	Form of Capital Security Certificate (included as part of Exhibit 4.3).
4.6	Form of Guarantee Agreement (incorporated by reference to Exhibit 4.10 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).

* Filed herewith.

SIGNATURE

     Pursuant to be requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	USB CAPITAL VII
	By:	U.S. Bancorp, as Depositor
Date: August 10, 2005	By:	/s/ Laura F. Bednarski
	Name:	Laura F. Bednarski
	Title:	Vice President
	U.S. BANCORP
Date: August 10, 2005	By:	/s/ Laura F. Bednarski
	Name:	Laura F. Bednarski
	Title:	Vice President

INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Junior Subordinated Indenture, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee, dated April 28, 2005 (incorporated by reference to Exhibit 4.2.3 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).
4.2*	First Supplemental Indenture to Junior Subordinated Indenture dated as of August 3, 2005 between U.S. Bancorp and Delaware Trust Company, National Association.
4.3	Restated Certificate of Trust of USB VII (incorporated by reference to Exhibit 4.3.1 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).
4.4	Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.5 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).
4.5	Form of Capital Security Certificate (included as part of Exhibit 4.3).
4.6	Form of Guarantee Agreement (incorporated by reference to Exhibit 4.10 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).

* Filed herewith.