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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MOFFETT DAVID M (Last) (First) (Middle) U.S. BANCORP 800 NICOLLET MALL (Street) MINNEAPOLIS MN 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) Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman, CFO
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	02/09/2004		M		430	A	$6.7176	106,812	D
Common Stock, $0.01 par value	02/09/2004		S(1)		430	D	$27.84	106,382	D
Common Stock, $0.01 par value								30,291	I	By Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$6.7176	02/06/2004		D(2)			4,828	(3)	12/09/2005	Common Stock	4,828	(2)	430	D
Employee Stock Option (Right to Buy)	$6.7176	02/09/2004		M			430	(3)	12/09/2005	Common Stock	430	$0	0	D
Employee Stock Option (Right to Buy)	$6.7176	02/06/2004		D(2)			14,878	(3)	12/12/2005	Common Stock	14,878	(2)	0	D
Deferred Compensation Plan Participation	(4)	02/09/2004		A(5)		14,953(6)		(4)	(4)	Common Stock	14,953	$27.86	163,896.55	D
Deferred Compensation Plan Participation	(7)							(7)	(7)	Common Stock	7,328.12		7,328.12	D

Explanation of Responses:

1. A portion of the proceeds of the sale of the shares received as a result of the option exercise were used to pay the expenses of that exercise as well as expenses related to the cancellation of the stock option reported on this form.

2. Option cancelled pursuant to a revocable surrender election made on August 8, 2003, in exchange for Deferred Compensation Plan Participation.

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

4. Deferred Compensation Plan Participation is valued against U.S. Bancorp 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 or age 55, whichever is later.

5. Amount credited to the reporting person's deferred compensation plan account in connection with the cancellation of the stock options 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 February 6, 2004 ($27.86) and the exercise price of the surrendered stock options reported on this form ($6.7176), multiplied by the number of shares subject to such option (4,828 and 14,878).

7. Deferred Compensation Plan Participation is valued against U.S. Bancorp common stock on a one-for-one basis and is payable, in cash or common stock, at the election of the reporting person, following termination of the reporting person's employment with U.S. Bancorp or age 55, whichever is later.

Remarks:

	Lee R. Mitau for David M. Moffett	02/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.