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)

800 NICOLLET MALL

(Street)

MINNEAPOLIS

55402

(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)
	President, Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2004

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)

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)	$4.1948⁽¹⁾	01/13/2004		D⁽²⁾			329,491	⁽³⁾	06/11/2004	Common Stock	329,491⁽¹⁾	⁽²⁾	0	D
Deferred Compensation Plan Participation	⁽⁴⁾	01/15/2004		A⁽⁵⁾		279,358⁽⁶⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	279,358⁽⁷⁾	$27.57	800,157.22	D
Deferred Compensation Plan Participation	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	501,900.46⁽⁷⁾		501,900.46	D
Restricted Stock Units	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	245,725⁽²⁰⁾		245,725	D
Restricted Stock Units	⁽⁹⁾							12/31/2006	12/31/2006	Common Stock	327,153⁽²⁰⁾		327,153	D
Employee Stock Option (Right to Buy)	$21.49⁽¹⁾							⁽¹²⁾	12/17/2012	Common Stock	678,583⁽¹⁾		678,583	D
Employee Stock Option (Right to Buy)	$19.1⁽¹⁾							⁽¹³⁾	12/18/2011	Common Stock	1,006,800⁽¹⁾		1,006,800	D
Employee Stock Option (Right to Buy)	$21.54⁽¹⁾							⁽¹⁴⁾	12/12/2010	Common Stock	1,077,276⁽¹⁾		1,077,276	D
Employee Stock Option (Right to Buy)	$21.23⁽¹⁾							⁽¹⁵⁾	12/14/2009	Common Stock	594,012⁽¹⁾		594,012	D
Employee Stock Option (Right to Buy)	$23.63⁽¹⁾							⁽¹⁶⁾	11/20/2008	Common Stock	604,080⁽¹⁾		604,080	D
Employee Stock Option (Right to Buy)	$23.63⁽¹⁾							⁽¹⁶⁾	11/20/2008	Common Stock	543,672⁽¹⁾		543,672	D
Employee Stock Option (Right to Buy)	$18.79⁽¹⁾							⁽¹⁷⁾	12/09/2007	Common Stock	5,325⁽¹⁾		5,325	D
Employee Stock Option (Right to Buy)	$18.79⁽¹⁾							⁽¹⁷⁾	12/09/2007	Common Stock	538,347⁽¹⁾		538,347	D
Employee Stock Option (Right to Buy)	$10.04⁽¹⁾							⁽¹⁸⁾	12/10/2006	Common Stock	9,949⁽¹⁾		9,949	D
Employee Stock Option (Right to Buy)	$10.04⁽¹⁾							⁽¹⁸⁾	12/09/2006	Common Stock	533,723⁽¹⁾		533,723	D
Employee Stock Option (Right to Buy)	$6.72⁽¹⁾							⁽¹⁹⁾	12/12/2006	Common Stock	14,878⁽¹⁾		14,878	D
Employee Stock Option (Right to Buy)	$6.72⁽¹⁾							⁽¹⁹⁾	12/09/2005	Common Stock	528,794⁽¹⁾		528,794	D
Employee Stock Option (Right to Buy)	$3.74⁽¹⁾							⁽¹¹⁾	12/10/2004	Common Stock	543,672⁽¹⁾		543,672	D

Explanation of Responses:

1. The exercise price and number of shares subject to the option were adjusted to preserve the economic value of the option in connection with the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of shares subject to the option, and dividing the option price, by 1.0068.

2. Option cancelled pursuant to a revocable surrender election made on July 14, 2003 in exchange for Deferred Compensation Plan Participation.

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

4. Deferred Compensation Plan Participation converts into common stock on a one-for-one basis and is payable in common stock following termination of the reporting person's employment with U.S. Bancorp.

5. Amount credited to the reporting person's deferred compensation plan account in connection with the cancellation of the stock option reported on this form.

6. Amount credited to the reporting person's deferred compensation plan account is equal to the difference between the closing market price of the registrant's common stock on January 14, 2004 ($27.57) and the exercise price of the surrendered stock option reported on this form ($4.1948), multiplied by the number of shares subject to such option (329,491).

7. Includes an adjustment to the number of units in the reporting person's deferred compensation plan account in order to preserve the economic value of the plan participation in connection with the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

8. Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock and becomes payable, in cash or in common stock, at the election of the reporting person, following the termination of the reporting person's employment with U.S. Bancorp.

9. Restricted stock units convert into common stock on a one-for-one basis.

10. The restricted stock units vest 100% on December 17, 2006, or if the Total Shareholder Return of U.S. Bancorp exceeds the median Total Shareholder Return of a specified peer group for each of the three years following the grant date then vesting will accelerate to February 1, 2006. The shares will be distributed in two equal installments on the first and second anniversary of the later of the reporting person's attaining the age of 62 or his retirement.

11. The option vested in four equal annual installments beginning on December 13, 1995.

12. The option vests 100% on December 17, 2006, or 25% on December 17th of each of 2003, 2004, 2005 and 2006 if certain performance criteria are met in those years.

13. The option vests in four equal annual installments beginning on December 18, 2002.

14. The option vests in four equal annual installments beginning on December 12, 2001.

15. The option vested in four equal annual installments beginning on December 14, 2000.

16. The option vested in four equal annual installments beginning on November 20, 1999.

17. The option vested in four equal annual installments beginning on December 9, 1998.

18. The option vested in four equal annual installments beginning on December 10, 1997.

19. The option vested in four equal annual installments beginning on December 12, 1996.

20. Includes restricted stock units acquired in October pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award and includes an adjustment to the number of restricted stock units in order to preserve the economic value of the plan participation in connection with the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of units in the account by .01475.

	Lee R. Mitau for Jerry A. Grundhofer	01/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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