EXHIBIT 23.2

                      CONSENT OF PRICEWATERHOUSECOOPERS LLP


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Bancorp of our report dated April 13, 2001
relating to the consolidated financial statements of U.S. Bancorp and its
subsidiaries, which appears in the Current Report on Form 8-K of U.S. Bancorp
filed on April 17, 2001. We also consent to the reference to us under the
heading "Experts" in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota
January 4, 2002