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): July 21, 2009

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 21, 2009, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware which, effective upon filing, eliminated from the Company's Restated Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Company's Series E Fixed Rate Cumulative Perpetual Preferred Stock (the "Preferred Stock"). No shares of the Preferred Stock were issued and outstanding at the time of the filing of the Certificate of Elimination. A copy of the Certificate of Elimination is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

EXHIBITS

Exhibit 3.1 Certificate of Elimination of Series E Fixed Rate Cumulative Perpetual Preferred Stock.

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
July 24, 2009	By:	Laura F. Bednarski
		Name: Laura F. Bednarski
		Title: Senior Vice President and Assistant Secretary

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Elimination of Series E Fixed Rate Cumulative Perpetual Preferred Stock.

EX-3.1

CERTIFICATE OF ELIMINATION
OF THE
SERIES E FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK
OF
U.S. BANCORP

(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)

U.S. Bancorp, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. Pursuant to the authority expressly vested in the Board of Directors (the “Board”) of the Company by the Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), a subcommittee of the Board, acting pursuant to authority duly delegated by the Board, previously adopted resolutions creating and authorizing the issuance of 6,599,000 shares of Series E Fixed Rate Cumulative Perpetual Preferred Stock (“Series E Preferred Stock”) in accordance with the provisions of a Certificate of Designations relating to the Series E Preferred Stock (the “Series E Certificate of Designations”) as filed with the Delaware Secretary of State on November 13, 2008.

2. None of the authorized shares of the Series E Preferred Stock are outstanding and none will be issued subject to the Series E Certificate of Designations.

3. Pursuant to the authority conferred upon the Board of the Company pursuant to the Company’s Restated Certificate of Incorporation, the Board adopted the resolutions on July 21, 2009, approving the filing of a Certificate of Elimination of the Series E Preferred Stock (the “Series E Certificate of Elimination”) and the elimination of the Series E Preferred Stock set forth below:

RESOLVED, that none of the authorized shares of the Series E Preferred Stock are outstanding, and that none shall be issued pursuant to the Series E Certificate of Designations; and be it

FURTHER RESOLVED, that each of the Chairman of the Board, President and Chief Executive Officer, the Secretary and any Vice Chair, Executive Vice President, Senior Vice President, Vice President or Assistant Secretary of the Company (the “Authorized Officers”) are authorized and directed, in the name and on behalf of the Company, to prepare, execute and deliver to the Secretary of State of the State of Delaware the Series E Certificate of Elimination, as required by the Delaware General Corporation Law in order to effect the elimination of the Series E Preferred Stock; and be it

FURTHER RESOLVED, that each of the Authorized Officers of the Company are hereby authorized and directed for and on behalf of the Company, to execute and deliver any and all certificates, agreements and other documents, take any and all steps and do any and all things which they may deem necessary or advisable in order to effectuate the purposes of each and all of the foregoing resolutions; and be it

FURTHER RESOLVED, that any actions taken by any of the Authorized Officers prior to the date of this meeting that are within the authority conferred by these resolutions are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.

4. In accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, all matters set forth in the Series E Certificate of Designations be, and hereby are, eliminated from the Certificate of Incorporation.

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer on this 21^st day of July, 2009.

U.S. BANCORP

By:	/s/ Laura F. Bednarski
	Name: Title:	Laura F. Bednarski Senior Vice President and Assistant Secretary