Registration No. 333-77635
                                               Filed pursuant to Rule 424(b)(3)



                                    378,945 SHARES
                                    U.S. BANCORP

                                    COMMON STOCK
                                  $1.25 PAR VALUE


                          SHARES TO BE ISSUED UPON EXERCISE
                                         OF
                 BANK OF COMMERCE "D" COMMON STOCK PURCHASE WARRANTS


     This Prospectus relates to up to 378,945 shares of common stock of U.S.
Bancorp.  These shares may be issued from time to time upon exercise of
outstanding Bank of Commerce "D" common stock purchase warrants that will be
assumed by U.S. Bancorp as part of its acquisition of Bank of Commerce.

     The closing of this acquisition is expected on July 15, 1999. Upon the
closing of this acquisition, the warrants will entitle the holders thereof to
purchase shares of U.S. Bancorp common stock at an exercise price of $4.67
per share at any time after the closing of the acquisition and on or before
the expiration date of the warrants. THE WARRANTS EXPIRE ON JULY 25, 1999.

     Assuming the warrants are exercised in full, U.S. Bancorp will receive
gross proceeds in the amount of approximately $1.8 million.  U.S. Bancorp will
pay all expenses with respect to the offering, which are expected to be
approximately $15,000.

     The common stock of U.S. Bancorp is traded on the New York Stock Exchange,
under the symbol "USB".  The closing price for the common stock on July 9,
1999, as reported on the New York Stock Exchange Composite Tape was $34.50.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED UNDER THIS
PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES WE ARE
OFFERING THROUGH THIS DOCUMENT ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF U.S. BANCORP, AND THEY ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY.

                                  TABLE OF CONTENTS
                                                              PAGE
                                                              ----

     Information About U.S. Bancorp. . . . . . . . . . . .      2
     Description of U.S. Bancorp Capital Stock . . . . . .      3
     Use of Proceeds . . . . . . . . . . . . . . . . . . .      9
     Description of Warrants and Plan of Distribution. . .      9
     Legal Matters . . . . . . . . . . . . . . . . . . . .     10
     Experts . . . . . . . . . . . . . . . . . . . . . . .     10
     Where You Can Find More Information . . . . . . . . .     11
     Forward Looking Statements. . . . . . . . . . . . . .     12

                     The date of this Prospectus is July 13, 1999



                           INFORMATION ABOUT U.S. BANCORP

GENERAL

     U.S. Bancorp ("USB") is a regional, multi-state bank holding company
headquartered in Minneapolis, Minnesota. USB was incorporated in Delaware in
1929 and owns 100 percent of the capital stock of each of its five banks, and
eleven trust companies, having approximately 1,000 banking offices in 17
Midwestern and Western states. USB offers full-service brokerage services at
approximately 100 offices through a wholly owned subsidiary. USB also has
various nonbank subsidiaries engaged in financial services.

     The banks are engaged in general commercial banking business, principally
in domestic markets. They range in size from less than $1.0 million to $49.0
billion in deposits and provide a wide variety of services to individuals,
businesses, industry, institutional organizations, governmental entities, and
other financial institutions. Depository services include checking accounts,
savings accounts, and time certificate contracts. Ancillary services such as
treasury management and receivable lockbox collection are provided for corporate
customers. USB's bank and trust subsidiaries provide a full range of fiduciary
activities for individuals, estates, foundations, business corporations, and
charitable organizations.

     USB provides banking services through its subsidiary banks to both domestic
and foreign customers and correspondent banks. These services include consumer
banking, commercial lending, financing of import/export trade, foreign exchange,
and investment services.  USB, through its subsidiaries, also provides services
in trust, commercial and agricultural finance, data processing, leasing, and
brokerage services.

     U.S. Bancorp was formerly known as First Bank System, Inc. and is the
organization created by the merger of First Bank System, Inc. with U.S. Bancorp
of Portland, Oregon.

     USB is listed on the New York Stock Exchange under the ticker symbol "USB".

GOVERNMENT POLICIES

     The operations of USB's various operating units are affected by state and
federal legislative changes and by policies of various regulatory authorities,
including those of the several states in which they operate, the United States
and foreign governments. These policies include, for example, statutory maximum
legal lending rates, domestic monetary policies of the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"), United States fiscal
policy, international currency regulations and monetary policies, and capital
adequacy and liquidity constraints imposed by bank regulatory agencies.

SUPERVISION AND REGULATION

     USB is a registered bank holding company under the Bank Holding Company Act
of 1956 (the "Act") and is subject to the supervision of, and regulation by, the
Federal Reserve Board.

     Under the Act, a bank holding company may engage in banking, managing or
controlling banks, furnishing or performing services for banks it controls, and
conducting activities that the Federal Reserve Board has determined to be
closely related to banking. USB must obtain the prior approval of the Federal


                                         -2-


Reserve Board before acquiring more than 5 percent of the outstanding shares of
another bank or bank holding company, and must provide notice to, and in some
situations obtain the prior approval of, the Federal Reserve Board in connection
with the acquisition of more than 5 percent of the outstanding shares of a
company engaged in a "bank-related" business.

     Under the Act, as amended by the Riegle-Neal Act, USB may acquire banks
throughout the United States, subject only to state or federal deposit caps and
state minimum-age requirements. Effective June 1, 1997, the Riegle-Neal Act
authorized interstate branching by acquisition and consolidation in those states
that had not opted out by that date.

     National banks are subject to the supervision of, and are examined by, the
OCC. All subsidiary banks of USB are members of the FDIC, and as such, are
subject to examination thereby. In practice, the primary federal regulator makes
regular examinations of each subsidiary bank subject to its regulatory review or
participates in joint examinations with other federal regulators. Areas subject
to regulation by federal authorities include the allowance for credit losses,
investments, loans, mergers, issuance of securities, payment of dividends,
establishment of branches and other aspects of operations.

ADDITIONAL INFORMATION

     You may obtain financial and other information relating to U.S. Bancorp,
its directors and its executive officers, from our Annual Report on Form 10-K
for the Year Ended December 31, 1998 and our 1999 Current Report on Form 8-K.
You may obtain copies of these reports as indicated under "WHERE YOU CAN FIND
MORE INFORMATION."

                      DESCRIPTION OF U.S. BANCORP CAPITAL STOCK

     The following description of the capital stock of USB is not complete
and is subject to applicable Delaware law and to the provisions of USB's
certificate of incorporation, as amended ("USB's Certificate"). The following
description is qualified by reference to (1) USB's certificate, (2) the
certificate of designation for each series of preferred stock of USB, and (3)
the agreements and documents referred to below under "Period Stock Purchase
Rights and Risk Event Warrants" and "Term Participating Preferred stock." We
incorporate by reference copies of these documents as exhibits to the
registration statement of which this prospectus is a part.

GENERAL

     The authorized capital stock of USB consists of 1,500,000,000 shares of
common stock, par value $1.25 per share (the "USB Common Stock"), and 50,000,000
shares of preferred stock, par value $1.00 per share.  Unless action is required
by applicable laws or regulations, USB's Board of Directors has the power to
adopt resolutions that (1) provide for the issuance of preferred stock in one or
more series and (2) fix or limit the voting rights, designations, preferences,
and relative, participating, optional or other special rights of such stock.
This power is limited by applicable laws or regulations and may be delegated to
a committee of USB's Board of Directors.

     As of March 31, 1999, 744,797,857 shares of USB Common Stock were issued
(including 18,428,964 shares held in treasury), 60,090,134 shares were reserved
for issuance under USB's employee and director stock purchase and option plans
and USB's dividend reinvestment plan, 89,108 shares were reserved for issuance
under outstanding warrants to purchase USB Common Stock and 45,000,000 shares


                                         -3-


were reserved for issuance upon exercise of the Periodic Stock Purchase Rights
and Risk Event Warrants described below.  As of March 31, 1999, there were
56,539 shares of preferred stock of USB outstanding and 12,750 shares of
preferred stock of USB reserved for issuance.

PREFERRED STOCK

     USB presently has one series of preferred stock issued and outstanding and
one series of preferred stock authorized for future issuance.  As of March 31,
1999, USB had 56,539 shares of USB's Term Participating Preferred Stock (the
"Term Participating Preferred Stock") and 12,750 shares of its Series 1990A
Preferred Stock reserved for issuance.

     TERM PARTICIPATING PREFERRED STOCK

     GENERAL.  USB has established a series of preferred stock, par value $1.00
per share, designated as the "Term Participating Preferred Stock." USB issued
such shares in conjunction with the acquisition of Libra Investments, Inc.
Holders of Term Participating Preferred Stock will possess rights to receive
Common Stock pursuant to a Rights Agreement, dated as of January 4, 1999,
between USB and U.S. Bank National Association, as Rights Agent.

     The number of shares of Term Participating Preferred Stock is 56,539.
USB's Board of Directors may increase or decrease the number of shares, but not
below the number then outstanding. Any shares transferred to USB will be
available for reissuance as shares of this series.

     TERM.  The shares of Term Participating Preferred Stock will remain  until
December 31, 2003, or the Early Termination Date, as defined in the Rights
Agreement (the "Term Date"), unless earlier purchased by USB. From the Term
Date, (1) each share of Term Participating Preferred Stock will represent only
the right to receive the number of shares of Common Stock to which the holder of
the attached Right would be entitled, assuming that such Right is validly
exercised or deemed exercised and (2) the holders of the Term Participating
Preferred Stock will have no other rights or claims against USB.

     DIVIDENDS.  USB's Board of Directors may declare dividends on the Term
Participating Preferred Stock, out of funds legally available therefor, on  date
occurring prior to the Term Date that dividends or other distributions (except
those payable in Common Stock) are payable on or in respect of Common Stock and
in an amount per share equal to the aggregate amount of dividends or other
distributions (except those payable in Common Stock) that would be payable on
such date to a holder of the Reference Package (as defined below). Dividends on
each share will cumulate from the date such share is originally issued.

     However, any such share originally issued after a dividend record date and
on or prior to the dividend payment date to which such record date relates will
not be entitled to receive the dividend payable on such dividend payment date.
Holders of shares will not be entitled to any dividends, whether payable in
cash, property or stock, in excess of full cumulative dividends.

     The term "Reference Package" initially means ten shares of the Common Stock
of USB. If USB, at any time after the close of business on the date of initial
issuance of the Term Participating Preferred Stock, (1) declares or pays a
dividend on any Common Stock payable in Common Stock, (2) subdivides (by any
split, recapitalization or otherwise), any Common Stock or (3) combines any
Common Stock into a smaller number of shares, then the Reference Package after
such event shall be the Common Stock that


                                         -4-


a holder of the Reference Package immediately prior to such event would hold
thereafter as a result thereof.

     While any shares of Term Participating Preferred Stock are outstanding, USB
must first pay the full cumulative dividends (including the dividend to be due
upon payment of such dividend, distribution, redemption, purchase or other
acquisition) on all such outstanding shares if USB (1) declares a dividend upon
the Common Stock or upon any other stock ranking junior to the Term
Participating Preferred Stock as to dividends or upon liquidation (except for
dividends in such stock), or (2) acquires for any consideration (or pays or
makes available any money for a sinking fund for the redemption of any shares of
any such stock) any Common Stock or any other stock of USB ranking junior to or
on a parity with the Term Participating Preferred Stock as to dividends or upon
liquidation (except by conversion into or exchange for such stock).

     MERGER, ETC.  If there is a transaction prior to the Term Date in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then each share of Term
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount equal to the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, that a holder
of the Reference Package would be entitled to receive as a result of such
transaction.

     LIQUIDATION PREFERENCE.  If USB is liquidated prior to the Term Date, the
holders of shares of Term Participating Preferred Stock will be entitled to
receive an amount per share equal to the aggregate amount distributed or to be
distributed prior to such date in connection with such liquidation to a holder
of the Reference Package. This payment will be made before any distribution or
payment is made to the holders of Common Stock or of any other stock of USB
ranking junior to the Term Participating Preferred Stock upon liquidation. This
payment also includes accrued dividends to such distribution or payment date,
whether or not earned or declared. If such payment is made in full to all
holders, or on or following the occurrence of the Term Date, the holders as such
will have no right or claim to any of the remaining assets of USB.

     If the assets of USB available for distribution to the holders of shares of
Term Participating Preferred Stock upon any liquidation of USB are insufficient
to pay all amounts to which such holders are entitled pursuant to the preceding
paragraph, no such distribution will be made on account of any shares of any
other class or series of Preferred Stock ranking on a parity with the Term
Participating Preferred Stock. However, USB may pay proportionate distributive
amounts on account of the shares of Term Participating Preferred Stock, ratably
in proportion to the full distributable amounts for which holders of all such
parity shares are respectively entitled upon such liquidation. Upon the
liquidation of USB, the holders of shares of Term Participating Preferred Stock
then outstanding will be entitled to be paid out of assets of USB available for
distribution to its stockholders all amounts to which such holders are entitled
pursuant to the preceding paragraph before any payment is made to the holders of
Common Stock or any other stock of USB ranking junior upon liquidation to the
Term Participating Preferred Stock.

     REDEMPTION.  The shares of Term Participating Preferred Stock will not be
redeemable.

     VOTING.  The shares of Term Participating Preferred Stock shall not afford
the holders thereof any right to vote or consent except as required by law.


                                         -5-


     TRANSFER.  A share of Term Participating Preferred Stock may not be
transferred by any person to whom such share is issued by USB except: (1) by an
employee to such employee's spouse or children or trusts for their benefit or
the benefit of such employee; (2) by the laws of descent; or (3) to USB; and, in
each such case, without the receipt of value therefor.

     USB SERIES 1990A PREFERRED STOCK

     In connection with the sale by USB of 37,800,000 shares of USB Common Stock
and accompanying periodic stock purchase rights and risk event warrants in a
private placement in July 1990, USB may under certain circumstances be obligated
to issue up to 12,750 shares of its Series 1990A Preferred Stock.  See "--Common
Stock--Periodic Stock Purchase Rights and Risk Event Warrants" below.  The
shares of Series 1990A Preferred Stock would, if issued, provide for a
liquidation preference of $100,000 per share.  The dividend rate would be
adjusted quarterly and would be determined at the time of issuance.

     If, at the time of any annual meeting of USB Shareholders for the election
of directors, the amount of accrued but unpaid dividends on the Series 1990A
Preferred Stock were equal to at least six quarterly dividends on such series,
then the number of directors of USB would be increased by one and the holders of
such Series 1990A Preferred Stock, voting as a separate class, would be entitled
to elect one additional director who would continue to serve the full term for
which he or she would have been elected, notwithstanding the declaration or
payment of any dividends on the Series 1990A Preferred Stock.  The affirmative
vote or consent of the holders of at least two-thirds of the outstanding shares
of USB Series 1990A Preferred Stock will be required for any amendment of the
USB Certificate (including any certificate of designation or any similar
document relating to any series of preferred stock of USB) which will adversely
affect the powers, preferences, privileges or rights of the USB Series 1990A
Preferred Stock.  The affirmative vote or consent of the holders of at least
two-thirds of the outstanding shares of USB Series 1990A Preferred Stock will be
required to issue, authorize, or increase the authorized amount of, or issue or
authorize any obligation or security convertible into or evidencing a right to
purchase, any additional class or series of stock ranking prior to the USB
Series 1990A Preferred Stock as to dividends or upon liquidation.

ADDITIONAL PROVISIONS

     The rights of holders of USB Common Stock will be subject to, and may be
adversely affected by, the rights of holders of any preferred stock that may be
issued in the future.  Any such issuance may adversely affect the interests of
holders of the USB Common Stock by (1) limiting the control that such holders
may exert by exercise of their voting rights or (2) by subordinating their
rights in liquidation to the rights of the holders of preferred stock of USB. In
addition, the issuance of shares of preferred stock of USB may discourage
takeover attempts and other changes in control of USB, by limiting the exercise
of control by a person who has gained a substantial equity interest in USB has
no current plans or agreements with respect to the issuance of any other shares
of preferred stock, except as described above with respect to the Series 1990A
Preferred Stock.


                                         -6-


COMMON STOCK

     GENERAL.  Each share of USB Common Stock is entitled to such dividends as
may from time to time be declared by the USB Board of Directors from any funds
legally available for dividends.  USB may not declare any cash dividends on, or
make any payment on account of, the purchase, redemption or other retirement of,
USB Common Stock unless full dividends (including accumulated dividends, if
applicable) have been paid or declared or set apart for payment upon all
outstanding shares of the preferred stock of USB and USB is not in default or in
arrears with respect to any sinking or other analogous fund or other agreement
for the purchase, redemption or other retirement of any shares of preferred
stock of USB.  Holders of USB Common Stock are entitled to one vote per share.
Shareholders do not have the right to cumulate their votes in the election of
directors.  USB Common Stock has no conversion rights and the holders of USB
Common Stock have no preemptive or other rights to subscribe for additional
securities of USB.  In the event of the liquidation of USB, after the payment or
provision for payment of all debts and liabilities and subject to the rights of
the holders of preferred stock of USB which may be outstanding, the holders of
USB Common Stock will be entitled to share ratably in the remaining assets of
USB.  The USB Common Stock is listed on the NYSE.

     USB DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN.  Pursuant to its
USB Reinvestment and Purchase Plan, USB provides eligible shareholders with a
method of investing cash dividends and optional cash payments at 100% of the
average price (as defined in the USB Reinvestment and Purchase Plan) in
additional shares of USB Common Stock without payment of any brokerage
commission or service charge.  The USB Reinvestment and Purchase Plan includes
certain dollar limitations on participation and provides for eligible
shareholders to elect dividend reinvestment on only a part of the shares
registered in the name of a participant (while continuing to receive cash
dividends on remaining shares).

     PERIODIC STOCK PURCHASE RIGHTS AND RISK EVENT WARRANTS.  USB has entered
into (i) a Stock Purchase Agreement, dated as of May 30, 1990 (as amended, the
"Stock Purchase Agreement"), by and among Corporate Partners, L.P. ("Corporate
Partners"), Corporate Offshore Partners, L.P. ("Offshore" and, together with
Corporate Partners, the "Partnerships"), The State Board of Administration of
Florida ("State Board") solely in its capacity as a managed account and not in
its individual capacity (State Board and the Partnerships being referred to
herein collectively as the "Purchasers"), Corporate Advisors, L.P. and USB and
(ii) a Stock Purchase Agreement, dated as of May 30, 1990 (the "Florida Stock
Purchase Agreement"), by and between State Board in its individual capacity and
USB.  Pursuant to the Stock Purchase Agreement, USB sold (a) to Corporate
Partners 26,568,723 shares of USB Common Stock, 10 Periodic Stock Purchase
Rights (each a "PSPR") and one Risk Event Warrant, (b) to Offshore 1,931,928
shares of USB Common Stock, 10 PSPRs and one Risk Event Warrant and (c) to State
Board 2,819,349 shares of USB Common Stock, 10 PSPRs and one Risk Event Warrant.
Pursuant to the Florida Stock Purchase Agreement, USB sold to State Board
6,480,000 shares of USB Common Stock, 10 PSPRs and one Risk Event Warrant.

     The Stock Purchase Agreement and the Florida Stock Purchase Agreement
contain transfer restrictions with respect to the shares of USB Common Stock
acquired thereunder and standstill provisions limiting further acquisitions of
USB Common Stock by the Purchasers and State Board.  The Stock Purchase
Agreement and the Florida Stock Purchase Agreement also grant each of the
Purchasers and State Board the right to purchase its pro rata share of any
Voting Securities (as defined in the Stock Purchase Agreement) sold by USB for
cash, subject to certain exceptions.  Pursuant to the Stock


                                         -7-


Purchase Agreement, the Purchasers have designated one person to act as a
non-voting observer of the USB Board of Directors.

     Each PSPR issued to the Purchasers and State Board relates to a specific
twelve-month period commencing with the twelve-month period following closing of
the transactions contemplated under the Stock Purchase Agreement and the Florida
Stock Purchase Agreement.  Each PSPR shall become exercisable in the event that
a Dividend Shortfall (as defined in the Stock Purchase Agreement) exists for the
specific twelve-month period to which such PSPR relates.  A Dividend Shortfall
will be deemed to exist to the extent that USB has not paid a cash dividend
equal to $0.0683 per share of USB Common Stock for each quarter within such
twelve-month period.  The PSPRs will be exercisable for that number of shares of
USB Common Stock or (subject to the prior approval of the Federal Reserve Board)
depositary shares representing one one-thousandth of a share of Series 1990A
Preferred Stock ("Depositary Shares") such that the holders of PSPRs will
receive value equal to the Dividend Shortfall.  Once a PSPR has become
exercisable, it will remain exercisable for a one-year period at an exercise
price of $1.25 per share of USB Common Stock or $1.00 per Depositary Share.  If
a PSPR were to become exercisable and were not redeemed by USB as described
below, the issuance of Depositary Shares or USB Common Stock upon exercise of a
PSPR could adversely affect the market price of the USB Common Stock.  If the
PSPRs were to be exercised for USB Common Stock, there could be substantial
dilution of the USB Common Stock.

     Each Risk Event Warrant will become exercisable in the event of certain
defined change of control events with respect to USB where the value received by
holders of the USB Common Stock is less than $4.625 per share, or in certain
circumstances in the event the USB Common Stock is valued at less than $4.625
per share on the tenth anniversary of the closing of the transactions
contemplated under the Stock Purchase Agreement.  The Risk Event Warrants will
be exercisable for that number of shares of USB Common Stock at an exercise
price of $1.25 per share or, in certain circumstances (subject to the prior
approval of the Federal Reserve Board), Depositary Shares such that the holders
of Risk Event Warrants will receive value equal to such shortfall.  If the Risk
Event Warrants were to become exercisable and were not redeemed by USB as
described below, the issuance of Depositary Shares or USB Common Stock upon
exercise of a Risk Event Warrant could adversely affect the market price of the
USB Common Stock.  If the Risk Event Warrants were to be exercised for USB
Common Stock, there could be substantial dilution of the USB Common Stock.  In
the event of a change in control at a time when the market price of the USB
Common Stock is less than $4.625 per share, the Risk Event Warrants may have the
effect of reducing the price per share to be received by the holders of the USB
Common Stock.

     In the event of the exercise of a Risk Event Warrant upon the occurrence of
certain change of control events, USB may, at its option (subject to the prior
approval of the Federal Reserve Board), elect to have such Risk Event Warrant
become exercisable for other securities of USB acceptable to the holder of such
Risk Event Warrant in lieu of the shares of USB Common Stock for which such Risk
Event Warrant would otherwise become exercisable.  In addition, USB has the
right (subject to the prior approval of the Federal Reserve Board) to redeem any
PSPR at a price equal to the Dividend Shortfall and any Risk Event Warrant at a
price equal to the Value Shortfall (as defined in the Stock Purchase Agreement)
or the Termination Shortfall Amount (as defined in the Stock Purchase
Agreement), as applicable, after such PSPR or Risk Event Warrant, as the case
may be, shall have become exercisable.  USB also has entered into a registration
rights agreement with the Purchasers and with State Board pursuant to which the
Purchasers and State Board, respectively, are granted certain rights to cause
USB to register with the Commission the USB Common Stock acquired pursuant to
the Stock Purchase


                                         -8-


Agreement and the Florida Stock Purchase Agreement and the securities acquired
upon exercise of the PSPRs and the Risk Event Warrants.

     The foregoing is a summary of the transactions contemplated by the Stock
Purchase Agreement and the Florida Stock Purchase Agreement and related
documents and is qualified in its entirety by the more detailed information
contained in such agreements and documents, copies of which are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part.

CERTAIN PROVISIONS OF THE USB CERTIFICATE AND USB BYLAWS

     The USB Certificate requires the affirmative vote of the holders of 80% of
the "Voting Stock" (defined therein) of USB to approve certain mergers,
consolidations, reclassifications, dispositions of assets or liquidation,
involving or proposed by certain significant shareholders, unless certain price
and procedural requirements are met or unless the transaction is approved by the
"Continuing Directors" (defined therein).  In addition, the USB Certificate
provides for classification of the USB Board of Directors into three separate
classes, sets a maximum board size of 30 and authorizes action by the
shareholders of USB only pursuant to a meeting and not by a written consent.
The foregoing provisions of the USB Certificate can only be amended by the
affirmative vote of the holders of not less than 80% of the outstanding USB
voting stock, except with respect to any amendment to the USB Certificate to
reduce the maximum number of USB directors to the greater of (i) the number of
directors then in office and (ii) 24, which amendment would require the approval
of the holders of a majority of the outstanding of USB Common Stock pursuant to
Delaware Law.  The USB Bylaws provide that special meetings of shareholders may
be called only by the USB Board of Directors or the chief executive officer.
The overall effect of these provisions may be to delay or prevent attempts by
other corporations or groups to acquire control of USB without negotiation with
the USB Board of Directors.

                                  USE OF PROCEEDS

     Assuming all of the warrants are exercised, USB will receive gross proceeds
of approximately $1.8 million.  The proceeds to USB from the sale of the shares
of USB Common Stock upon exercise of the warrants will be used for working
capital and other general corporate purposes.

                  DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION

GENERAL

     On February 18, 1999, USB signed an agreement to acquire Bank of Commerce
("BOC").  The acquisition will be effected through a merger of BOC into a
subsidiary of USB in which each share of BOC common stock will be exchanged for
0.60 shares of USB Common Stock.  BOC has warrants outstanding which, after the
merger, will become warrants to purchase USB Common Stock (the "Warrants").
This Prospectus is being distributed to holders of the Warrants and relates to
the issuance of up to 378,945 shares of USB Common Stock (the "Shares") upon
exercise of the Warrants.

DESCRIPTION OF WARRANTS

     Each Warrant entitles the holder thereof to purchase for cash five shares
of USB Common Stock at an exercise price of $4.67 per share, subject to
adjustment in certain circumstances. The Warrants expire on July 25, 1999 and
are not exercisable thereafter.  To exercise a Warrant, the Warrant holder must


                                         -9-


surrender the Warrant certificate to Chase Mellon Shareholder Services, as
Warrant Agent, at its corporate office in Los Angeles, California, with the
exercise subscription form on the reverse side of such certificate properly
completed and executed, indicating the number of Shares to be purchased,
accompanied by cash or a certified or cashier's check for the total exercise
price.

     A holder of Warrants as such is not entitled to vote, receive dividends or
exercise any of the rights of holders of shares of Common Stock until such time
as such Warrants have been duly exercised and payment of the exercise price has
been made.

     The Warrants are transferable by a holder upon (i) surrender of the Warrant
Certificate for transfer at the office of the Warrant Agent, duly endorsed by or
accompanied by a written instrument of transfer in form satisfactory to USB and
the Warrant Agent, signed by the Warrant holder or his or her legal
representative; and (ii) in accordance with the Securities Act of 1933, as
amended. Thereafter, one or more new Warrant Certificates of authorized
denominations will be issued to the designated transferee or transferees.

FEDERAL INCOME TAX CONSEQUENCES

     Holders of the Warrants will not recognize any gain or loss on the purchase
of Shares for cash upon exercise of the Warrants. The tax basis of the Shares
received will be equal to the tax basis, as adjusted, in the Warrants so
exercised, plus the cash exercise price. The initial tax basis of the Warrants
is equal to the fair market value thereof as of the date of issuance.  The
holding period for purposes of determining whether gain realized upon sale of
such Shares is to be treated as short-term or long term capital gain will not
include any period during which the Warrants were held, but instead will
commence upon the exercise of the Warrants. Holders of the Warrants should
consult their own tax advisors concerning the federal income tax consequences of
the sale, exchange or other disposition of the Warrants. Such holders should
also consult with their own tax advisors as to the tax treatment arising from
the application of foreign, state or local tax laws and regulations.

PLAN OF DISTRIBUTION

     The Shares being offered hereby are being offered directly by USB to the
holders of the Warrants.

                                   LEGAL MATTERS

     The validity of the Common Stock offered hereby will be passed upon for USB
by Dorsey & Whitney LLP, Minneapolis, Minnesota.

                                       EXPERTS

     The consolidated financial statements of U.S. Bancorp (the Company)
appearing in the Company's Annual Report (Form 10-K) for the year ended December
31, 1998 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.


                                         -10-


                         WHERE YOU CAN FIND MORE INFORMATION

     USB has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement under the Securities Act that registers the distribution
of the Shares upon exercise of the Warrants (the "Registration Statement"). The
Registration Statement, including the attached exhibits and schedules, contains
additional relevant information about USB and USB Common Stock. The rules and
regulations of the SEC allow us to omit certain information included in the
Registration Statement from this Prospectus.

     In addition, USB files reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:

 Public Reference Room    New York Regional Office     Chicago Regional Office
 450 Fifth Street, N.W.     7 World Trade Center           Citicorp Center
     Room 1024                   Suite 1300            500 West Madison Street
 Washington, D.C. 20549   New York, New York 10048           Suite 1400
                                                    Chicago, Illinois 60661-2511

     You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.  The SEC also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, like USB, who files electronically with the SEC. The address of that
site is http://www.sec.gov. You can also inspect reports, proxy statements and
other information about USB at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.

     The SEC allows USB to "incorporate by reference" information into this
Prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this Prospectus, except
for any information that is superseded by information that is included directly
in this document. This Prospectus incorporates by reference the documents listed
below that USB has previously filed with the SEC. They contain important
information about USB and its financial condition.




USB SEC FILINGS                                   PERIOD
- --------------------------------------------------------------------------------
                                               
Annual Report on Form 10-K . . . . . . . . . .    Year ended December 31, 1998,
                                                  as filed February 26, 1999
Quarterly Report on Form 10-Q  . . . . . . . .    Quarter ended March 31, 1999,
                                                  as filed May 13, 1999
Current Report on Form 8-K . . . . . . . . . .    Filed January 20, 1999



     USB incorporates by reference additional documents that it may file with
the SEC after the date of this Prospectus. These documents include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements. We may modify some of
the statements contained in this Prospectus and the documents incorporated by
reference.  You should ignore any statements that are superseded.

     Documents incorporated by reference are available from the company without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this Prospectus.


                                         -11-


You can obtain documents incorporated by reference in this
Prospectus by requesting them in writing or by telephone from USB at the
following address:

                                  Investor Relations
                                     U.S. Bancorp
                               601 Second Avenue South
                          Minneapolis, Minnesota 55402-4302
                               Telephone (612) 973-2263

     We have not authorized anyone to give any information or make any
representation about USB that is different from, or in addition to, that
contained in this Prospectus or in any of the materials that we've incorporated
into this document. Therefore, if anyone does give you information of this sort,
you should not rely on it. If you are in a jurisdiction where offers to exchange
or sell, or solicitations of offers to exchange or purchase, the securities
offered by this document or the solicitation of proxies is unlawful, or if you
are a person to whom it is unlawful to direct these types of activities, then
the offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document unless
the information specifically indicates that another date applies.

                              FORWARD-LOOKING STATEMENTS

     This Prospectus (including information included or incorporated by
reference herein) contains certain forward-looking statements with respect to
the financial condition, results of operations, plans, objectives, future
performance and business of USB, including, without limitation statements
preceded by, followed by or that include the words "believes," "expects,"
"anticipates," "estimates" or similar expressions. These forward-looking
statements involve certain risks and uncertainties. Actual results may differ
materially from those contemplated by such forward-looking statements due to,
among others, the following factors: (a) competitive pressures among financial
services companies increase, including competition for SBA lending business; (b)
changes in the interest rate environment reduce interest margins; (c) general
economic conditions, either internationally or nationally or in the states or
countries in which USB is doing business, change or are less favorable than
expected; (d) legislative or regulatory changes adversely affect the businesses
in which USB is engaged, including changes in SBA lending programs; (e) personal
or commercial customers' bankruptcies increase; and (f) technological changes
(including "Year 2000" data systems compliance issues) are more difficult or
expensive than anticipated.

     See "WHERE YOU CAN FIND MORE INFORMATION."


                                         -12-