SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRUNDHOFER JERRY A

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	07/18/2003		M		100,000	A	4.2233	100,000	D
Common Stock, $0.01 par value	07/18/2003		S		100,000	D	24.75	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	4.2233	07/18/2003		M			100,000	06/14/1995⁽²⁾	06/11/2004	Common Stock	427,266	$0	327,266⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	D

Explanation of Responses:

1. The reporting person also indirectly beneficially owns 19,051.05 shares of USB common stock through U.S. Bancorp's 401(k) plan as of 6/30/03, the most recent report available, 15,000 shares in his IRA Rollover, and 227,351 shares in his Family Trust.

2. The option vested in four equal annual installments beginning on June 14, 1995.

3. The reporting person also directly owns the following stock options to purchase shares of USB common stock: (i) 674,000 at $21.64 per share. The option vests 100% on 12/17/06, or 25% on December 17th of each of 2003, 2004 and 2005 if certain performance criteria are met in those years, and expires on 12/17/12; (ii) 1,000,000 at $19.23 per share. The option vests in four equal annual installments beginning on 12/18/02 and expires on 12/18/11; (iii) 1,070,000 at $21.6875 per share. The option vests in four equal annual installments beginning on 12/12/01 and expires on 12/12/10; (iv) 590,000 at $21.375 per share. The option vests in four equal annual installments beginning on 12/14/00 and expires on 12/14/09; (v) 600,000 at $23.7917 per share. The option vests in full on 11/20/03 and expires on 11/20/08; (vi) 540,000 at $23.7917 per share. The option vested in four equal annual installments beginning on 11/20/99 and expires on 11/20/08.

4. The reporting person also directly owns the following stock option to purchase shares of USB common stock: (i) 5,289 at $18.9167 per share. The option vested in four equal annual installments beginning on 12/09/98 and expires on 12/9/07; (ii) 534,711 at $18.9167 per share. The option vested in four equal annual installments beginning on 12/9/98 and expires on 12/7/07; (iii) 9,882 at $10.11 per share. The option vested in four equal annual installments beginning on 12/10/97 and expires on 12/10/06; (iv) 530,118 at $10.11 per share. The option vested in four equal annual installments beginning on12/10/97 and expires on 12/9/06; (v) 14,778 at $6.7633 per share. The option vested in four equal annual installments beginning on 12/12/96 and expires on 12/12/05; (vi) 525,222 at $6.7633 per share. The option vested in four equal annual installments beginning on 12/12/96 and expires on 12/9/05.

5. The reporting person also directly owns an employee stock option to purchase 540,000 shares of USB common stock at $3.7633 per share. The option vested in four equal annual installments beginning on 12/13/95 and expires on 12/10/04.

6. The reporting person also directly owns 240,141 restricted stock units (includes restricted stock units acquired in July pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award) which convert into common stock on a 1-for-1 basis and will be distributed in two equal installments on the first and second anniversary of the reporting person's attaining the age of 62 or his retirement. The restricted stock units vest 100% on 12/17/06, or 25% on December 17th of each of 2003, 2004 and 2005 if certain performance criteria are met in those years.

7. The reporting person also directly owns 319,846 restricted stock units (includes restricted stock units acquired in July pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award) which convert into common stock on a 1-for-1 basis on 12/31/06.

8. The reporting person also directly owns 982,844 Deferred Compensation Plan Participation Units (includes additional amounts acquired in July pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan) which convert into common stock on a 1-for-1 basis and is payable following termination of the reporting person's employment with U.S. Bancorp.

	By Lee R. Mitau for Jerry A. Grundhofer	07/21/2003
	** Signature of Reporting Person	Date
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