8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): December 15, 2003


                                     1-6880
                            (Commission File Number)


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



                 DELAWARE                               41-0255900
       (State or other jurisdiction                   (I.R.S. Employer
            of incorporation)                       Identification Number)

                                800 Nicollet Mall
                          Minneapolis, Minnesota 55402
              (Address of principal executive offices and zip code)

                                  651-466-3000
              (Registrant's telephone number, including area code)

                                (not applicable)
          (Former name or former address, if changed since last report)







ITEM 5.    OTHER EVENTS AND REQUIRED FD DISCLOSURE.

         On December 15, 2003, U.S. Bancorp (the "Company") issued a press
release announcing the declaration of a special dividend of all of the
outstanding shares of common stock of Piper Jaffray Companies, the capital
markets business being spun off by the Company. The press release is included as
Exhibit 99.1 hereto and is incorporated herein by reference. The press release
contains forward-looking statements regarding the Company and includes a
cautionary statement identifying important factors that could cause actual
results to differ materially from those anticipated.


ITEM 7.     FINANCIAL STATEMENTS. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits.
         99.1     Press Release issued by U.S. Bancorp on December 15, 2003










                                    SIGNATURE

         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


                                            By: /s/ Terrance R. Dolan
                                               ---------------------------------
                                                Name: Terrance R. Dolan
                                                Title: Executive Vice President



DATE:  December 15, 2003

EX-99

                                                                    EXHIBIT 99.1



[GRAPHIC OMITTED][GRAPHIC OMITTED]                              News Release

                                             CONTACT:         Steve Dale (Media)
                                                                  (612) 303-0784
                                                     H. D. McCullough (Analysts)
                                                                 (612) 303-0786
                                                          Judy Murphy (Analysts)
                                                                 (612) 303-0783

            U.S. BANCORP DECLARES SPECIAL DIVIDEND TO EFFECT SPIN-OFF
                           OF PIPER JAFFRAY COMPANIES

   U.S. Bancorp Shareholders to Receive One Share of Piper Jaffray Companies
      Common Stock for Every 100 Shares of U.S. Bancorp Common Stock Held

MINNEAPOLIS, MN. (Dec. 15, 2003) - U.S. Bancorp  (NYSE: USB) today announced
that it has declared a special dividend of all of the outstanding shares of
common stock of Piper Jaffray  Companies, the capital markets business being
spun off by U.S. Bancorp.  The special dividend, which will distribute to
U.S. Bancorp shareholders one share of Piper Jaffray common stock for every 100
shares of U.S Bancorp common stock held, is expected to be payable on Dec. 31,
2003 to U.S. Bancorp shareholders of record as of 5:00 p.m. New York time on
Dec. 22, 2003.

The actual number of shares of Piper Jaffray common stock to be distributed will
be based on the number of shares of U.S. Bancorp common stock outstanding as of
5:00 p.m. New York time on December 22, 2003. Fractional shares will not be
distributed but will be aggregated and sold in the public market. The net cash
proceeds of these sales will be distributed on a pro rata basis to those
shareholders that would have otherwise received fractional shares. Since the
dividend will be paid in book-entry form, physical stock certificates will be
issued only upon request.

The special dividend is intended to qualify as a tax-free distribution to U.S.
Bancorp shareholders for federal income tax purposes, except to the extent that
cash is received instead of fractional shares. Payment of the dividend is
conditioned upon U.S. Bancorp's receiving an opinion of counsel regarding the
tax-free nature of the distribution, as well as Piper Jaffray's registration
statement on Form 10 being declared effective by the Securities and Exchange
Commission.

Piper Jaffray Companies is authorized for listing on the New York Stock Exchange
under the ticker symbol "PJC."

U.S. Bancorp, with assets of $189 billion, is the 8th largest financial services
holding company in the United States. The company operates 2,201 banking offices
and 4,506



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 home of the Five Star
Service Guarantee which assures customers of certain key banking benefits and
services or customers will be paid for their inconvenience. U.S. Bancorp is the
parent company of U.S. Bank. Visit U.S. Bancorp on the web at usbank.com.

                                      # # #

Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. These statements often include the
words "may," "could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets," "potentially," "probably,"
"projects," "outlook" or similar expressions. These forward-looking statements
cover, among other things, anticipated future revenue and expenses, and the
future prospects of the Company. Forward-looking statements involve inherent
risks and uncertainties, and important factors could cause actual results to
differ materially from those anticipated, including the following, in addition
to those contained in the Company's reports on file with the SEC: (i) general
economic or industry conditions could be less favorable than expected, resulting
in a deterioration in credit quality, a change in the allowance for credit
losses, or a reduced demand for credit or fee-based products and services; (ii)
changes in the domestic interest rate environment could reduce net interest
income and could increase credit losses; (iii) inflation, changes in securities
market conditions and monetary fluctuations could adversely affect the value or
credit quality of the Company's assets, or the availability and terms of funding
necessary to meet the Company's liquidity needs; (iv) changes in the extensive
laws, regulations and policies governing financial services companies could
alter the Company's business environment or affect operations; (v) the potential
need to adapt to industry changes in information technology systems, on which
the Company is highly dependent, could present operational issues or require
significant capital spending; (vi) competitive pressures could intensify and
affect the Company's profitability, including as a result of continued industry
consolidation, the increased availability of financial services from non- banks,
technological developments, or bank regulatory reform; (vii) changes in consumer
spending and savings habits could adversely affect the Company's results of
operations; (viii) changes in the financial performance and condition of the
Company's borrowers could negatively affect repayment of such borrowers' loans;
(ix) acquisitions may not produce revenue enhancements or cost savings at levels
or within time frames originally anticipated, or may result in unforeseen
integration difficulties; (x) capital investments in the Company's businesses
may not produce expected growth in earnings anticipated at the time of the
expenditure; and (xi) acts or threats of terrorism, and/or political and
military actions taken by the U.S. or other governments in response to acts or
threats of terrorism or otherwise could adversely affect general economic or
industry conditions. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update them in light of
new information or future events.