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^*

CARLSON JENNIE P

(Last)

(First)

(Middle)

U.S. BANCORP

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President, HR

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2003

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	10/30/2003		M		4,500	A	$3.7633	28,776.37	D
Common Stock, $0.01 par value	10/30/2003		S		4,500	D	$27.5	24,276.37	D
Common Stock, $0.01 par value								10,984.25⁽¹⁾	I	401(k) Plan
Common Stock, $0.01 par value								1,800	I	Spouse IRA

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)
Deferred Compensation Plan Participation	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	4,195.22⁽⁴⁾		4,195.22	D
Employee Stock Option (Right to Buy)	$3.7633	10/30/2003		M			4,500	⁽⁵⁾	12/10/2004	Common Stock	9,000	$0	4,500	D
Employee Stock Option (Right to Buy)	$21.64							⁽⁶⁾	12/17/2012	Common Stock	133,000		133,000	D
Employee Stock Option (Right to Buy)	$20.78							⁽⁷⁾	01/02/2012	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)	$19.23							⁽⁸⁾	12/18/2011	Common Stock	45,000		45,000	D
Employee Stock Option (Right to Buy)	$21.6875							⁽⁹⁾	12/12/2010	Common Stock	65,000		65,000	D
Employee Stock Option (Right to Buy)	$21.375							⁽¹⁰⁾	12/14/2009	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Buy)	$23.7917							⁽¹¹⁾	11/20/2008	Common Stock	45,000		45,000	D
Employee Stock Option (Right to Buy)	$18.9167							⁽¹²⁾	12/07/2007	Common Stock	24,000		24,000	D
Employee Stock Option (Right to Buy)	$13.375							⁽¹³⁾	04/20/2007	Common Stock	6,000		6,000	D
Employee Stock Option (Right to Buy)	$10.11							⁽¹⁴⁾	12/08/2006	Common Stock	1,575		1,575	D
Employee Stock Option (Right to Buy)	$6.7633							⁽¹⁵⁾	12/09/2005	Common Stock	9,000		9,000	D

Explanation of Responses:

1. Based on a plan report dated 9/30/03, the most recent plan report available.

2. Deferred Compensation Plan Participation converts into common stock on a one-for-one basis.

3. Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's employment with U.S. Bancorp, or age 55, whichever is later.

4. Includes additional amounts acquired in April, July and October pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.

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

6. The option vests 100% on December 17, 2007, or 25% on December 17th of each of 2003, 2004, 2005 and 2006 if certain performance criteria are met in those years.

7. The option vests in four equal annual installments beginning on January 2, 2003.

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

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

10. The option vests in four equal annual installments beginning on December 14, 2000.

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

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

13. The option vested in four equal annual installments beginning on April 21, 1998.

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

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

Remarks:

	Lee R. Mitau for Jennie P. Carlson	10/30/2003
	** 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).
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