DEFA14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant   þ

Filed by a Party other than the Registrant   o

Check the appropriate box:

o   Preliminary Proxy Statement

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o   Definitive Proxy Statement

þ   Definitive Additional Materials

o   Soliciting Material Pursuant to §240.14a-12

U.S. BANCORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

      Payment of Filing Fee (Check the appropriate box):

þ   No fee required.

o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      1) Title of each class of securities to which transaction applies:

      2) Aggregate number of securities to which transaction applies:

      3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

      4) Proposed maximum aggregate value of transaction:

      5) Total fee paid:

      o   Fee paid previously with preliminary materials.

      o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

      1) Amount Previously Paid:

      2) Form, Schedule or Registration Statement No.:

      3) Filing Party:

      4) Date Filed:

SEC 1913 (02-02) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

EXHIBIT INDEX

     Each of the exhibits hereto may be deemed “soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended (the “Act”), and the regulations of the Securities and Exchange Commission issued thereunder. Some of the statements in the exhibits constitute forward-looking statements within the meaning of Section 21E of the Act. Actual results may differ materially from the results implied by these forward-looking statements depending on a variety of factors including those identified in our filings with the Securities and Exchange Commission. We undertake no responsibility to update those statements.

Exhibit

99.1	Form of letter sent to certain stockholders of the registrant beginning April 5, 2006.
99.2	Text of article published on the registrant’s intranet website beginning April 6, 2006.

EX-99.1

Jerry A. Grundhofer
Chairman and CEO

April 5, 2006

Dear Fellow Shareholder:

Our records show that your vote has not yet been received for the Annual Meeting of Stockholders of U.S. Bancorp to be held on Tuesday, April 18, 2006. Even if you plan to attend the meeting in person, please take a moment right now to ensure that your shares are represented at this important meeting.

At the meeting you will be asked to elect three directors, ratify the selection of our company’s auditors, approve the 2006 Executive Incentive Plan and to vote on two shareholder proposals. Your Board of Directors has carefully reviewed each of these proposals and unanimously recommend that you vote as follows:

• Proposal 1            FOR ALL

• Proposal 2            FOR

• Proposal 3            FOR

• Proposal 4            AGAINST

• Proposal 5            AGAINST

*YOUR VOTE IS IMPORTANT*

Your Board believes that the shareholder proposals, described in the proxy statement that you should have already received, could have a negative impact on our company. If adopted, the two proposals could place restrictions on your Board’s ability to attract and retain talented employees and hinder the creation of shareholder value.

*PLEASE SUPPORT YOUR BOARD BY VOTING TODAY*

We urge you to exercise your right as a shareholder to be represented at your Annual Meeting. With only days remaining until our Annual Meeting, it is important that you act promptly to make sure that your vote is counted at the meeting.

Please vote by telephone or internet today! If you prefer to vote by mail, we have enclosed an additional proxy card for your use. Simply follow the instructions on the enclosed proxy card and mail in the envelope provided. If you have any questions, please call our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885.

Thank you for your continued support.

Sincerely,
 

 
Jerry A. Grundhofer 

EX-99.2

Exhibit 99.2

U.S. Bancorp stockholders encouraged to submit their proxies for the Annual Shareholders’ Meeting

If you own shares of U.S. Bancorp stock, through your 401(k) account or otherwise, you should have recently received a proxy statement and proxy card in the mail. These materials describe the business that will be conducted at the U.S. Bancorp Annual Shareholders’ Meeting, and contain information about how to vote your shares. Don’t throw these materials away — every vote counts!

U.S. Bancorp’s Annual Shareholders’ Meeting will be held on April 18, 2006, in San Diego. Even if you are unable to attend, you should make your vote count by submitting your proxy before the meeting. It’s easy to vote by telephone or via Internet. Just have your proxy card handy and follow the instructions on the card. If you have misplaced your card, call our transfer agent at 888-778-1311 to get a replacement card, or call your broker if you hold your shares in a brokerage account.

Your vote is confidential. U.S. Bancorp’s vote tabulator is an independent third party, and has procedures in place to ensure the confidentiality of all votes.

The matters up for a vote this year are the election of three directors, ratification of the selection of our company’s auditors, approval of the 2006 Executive Incentive Plan, and two shareholder proposals. U.S. Bancorp’s management and Board of Directors have carefully reviewed the merits of the two shareholder proposals and recommend that you vote AGAINST them. These are listed as proposals 4 and 5 on your proxy card. The reasons for the board’s recommendations are described in detail in the proxy statement.

If you need a copy of the proxy statement, click here for a printable PDF version, or request a paper copy by calling the Investor Relations department at 612-303-0781.

Don’t waste your shareholder right to vote. Remember — every share and every vote counts!