EXHIBIT 23.2

                      CONSENT OF PRICEWATERHOUSECOOPERS LLP

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 15, 2002 relating to the
consolidated financial statements, which appears in U.S. Bancorp's Annual Report
on Form 10-K for the year ended December 31, 2001. We also consent to the
reference to us under the heading "Experts" in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
May 29, 2002