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^*

MOFFETT DAVID M

(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)
	Vice Chairman, CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2003

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	08/04/2003		F		8,443	D	$24.03	108,893	D
Common Stock, $0.01 par value	08/04/2003		M		8,443	A	$6.7633	117,336	D
Common Stock, $0.01 par value	08/04/2003		F		25,243	D	$24.03	92,093	D
Common Stock, 0.01 par value	08/04/2003		M		25,243	A	$10.11	117,336	D
Common Stock, $0.01 par value	08/04/2003		M		5,000	A	$6.7633	122,336	D
Common Stock, $0.01 par value	08/04/2003		S		800	D	$23.81	121,536	D
Common Stock, $0.01 par value	08/04/2003		S		100	D	$23.82	121,436	D
Common Stock, $0.01 par value	08/04/2003		S		4,100	D	$23.83	117,336	D
Common Stock, $0.01 par value								983.91⁽¹⁾	I	401(k) Plan
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)
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⁾	08/04/2003		M		21,557		⁽²⁾	⁽²⁾	Common Stock	110,401.91	$6.7633	110,401.91⁽³⁾	D
Deferred Compensation Plan Participation	⁽²⁾	08/04/2003		M		34,757		⁽²⁾	⁽²⁾	Common Stock	145,158.91	$10.11	145,158.91	D
Employee Stock Option (Right to Buy)	$6.7633	08/04/2003		M			30,000	⁽⁴⁾	12/09/2005	Common Stock	40,222	$0	10,222	D
Employee Stock Option (Right to Buy)	$10.11	08/04/2003		M			60,000	⁽⁵⁾	12/09/2006	Common Stock	215,118	$0	155,118	D
Employee Stock Option (Right to Buy)	$6.7633	08/04/2003		M			5,000	⁽⁴⁾	12/09/2006	Common Stock	10,222	$0	5,222	D
Employee Stock Option (Right to Buy)	$21.64							⁽⁶⁾	12/17/2012	Common Stock	234,000		234,000	D
Employee Stock Option (Right to Buy)	$19.23							⁽⁷⁾	12/18/2011	Common Stock	260,000		260,000	D
Employee Stock Option (Right to Buy)	$21.6875							⁽⁸⁾	12/12/2010	Common Stock	350,000		350,000	D
Employee Stock Option (Right to Buy)	$21.375							⁽⁹⁾	12/14/2009	Common Stock	195,000		195,000	D
Employee Stock Option (Right to Buy)	$28.8958							⁽¹⁰⁾	01/12/2009	Common Stock	345,000		345,000	D
Employee Stock Option (Right to Buy)	$23.7917							⁽¹¹⁾	11/20/2008	Common Stock	270,000		270,000	D
Employee Stock Option (Right to Buy)	$18.9167							⁽¹²⁾	12/09/2007	Common Stock	5,289		5,289	D
Employee Stock Option (Right to Buy)	$18.9167							⁽¹²⁾	12/07/2007	Common Stock	219,711		219,711	D
Employee Stock Option (Right to Buy)	$10.11							⁽¹³⁾	12/10/2006	Common Stock	9,882		9,882	D
Employee Stock Option (Right to Buy)	$6.7633							⁽¹⁴⁾	12/12/2005	Common Stock	14,778		14,778	D

Explanation of Responses:

1. Based on a plan report dated 7/31/03, the most recent plan report available.

2. 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 or age 55, whichever is later.

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

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

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

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 December 18, 2002.

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

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

10. The option vests in full on January 12, 2004.

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 December 10, 1997.

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

Remarks:

	Lee R. Mitau for David M. Moffett	08/05/2003
	** 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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