8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 17, 2006

U.S. Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-6880	41-0255900
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
800 Nicollet Mall, Minneapolis, Minnesota		55402
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 651-466-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 17, 2006, U.S. Bancorp's Board of Directors appointed Olivia F. Kirtley to the Board of Directors, effective immediately. The Board of Directors increased the size of the Board to fourteen directors, with Class III being increased from four directors to five directors, and appointed Ms. Kirtley as a Class III director to fill the vacancy so created. Ms. Kirtley will serve as a member of the Governance and the Audit Committees of the Board of Directors. Ms. Kirtley's compensation for her service as a director will be consistent with that of the company's other non-employee directors, as described in the company's definitive proxy statement filed with the Securities and Exchange Commission on March 8, 2006, except that for 2006 she will receive a pro rata portion of the annual retainer and restricted stock unit and option grants based on the number of months in which she serves as a director in 2006.

A copy of the press release issued by the Company on October 17, 2006, announcing Ms. Kirt ley's appointment to the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Press release dated October 17, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. Bancorp
October 18, 2006	By:	Lee R. Mitau
		Name: Lee R. Mitau
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 17, 2006.

EX-99.1

	News Release
CONTACT:	Steve Dale (Media) (612) 303-0784 steve.dale@usbank.com
	Judith T. Murphy (Analysts) (612) 303-0783 judith.murphy@usbank.com

OLIVIA KIRTLEY JOINS U.S. BANCORP BOARD OF DIRECTORS

MINNEAPOLIS (October 17, 2006) – U.S. Bancorp (NYSE: USB) announced today that Olivia F. Kirtley has been appointed to its board of directors and will serve on the company’s governance and audit committees.

Kirtley, a Certified Public Accountant, is a business consultant on strategic and corporate governance issues and previously served as vice president of finance and chief financial officer of Vermont American Corporation, a global manufacturer of power tool accessories. Prior to joining Vermont American, she was with the international accounting firm of Ernst & Young. She has also served as a member of U.S. Bank’s local advisory board in Louisville, Kentucky.

“Olivia’s extensive experience and insight, particularly in the areas of audit and corporate governance, make her a valuable addition to our board of directors,” said Jerry A. Grundhofer, chairman and chief executive officer at U.S. Bancorp. “We are pleased that she is becoming a member of our board.”

Kirtley is also a member of the board of directors of Alderwoods Group, Inc., Papa John’s International, Inc. and ResCare, Inc. She is a former chairman of the board of the American Institute of Certified Public Accountants (AICPA), and was the first woman to serve in that role in the organization’s 110-year history. She is a board member of a number of charitable organizations, including The National Center for Family Literacy, SOZO International, and the Community Foundation of Louisville.

U.S. Bancorp (NYSE: USB), with assets of $217 billion, is the 6th largest financial holding company in the United States. The company operates 2,462 banking offices and 4,943 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp on the web at www.usbank.com.

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