Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GRUNDHOFER JERRY A
   2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [USB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
U.S. BANCORP, 800 NICOLLET MALL		 3. Date of Earliest Transaction (Month/Day/Year)
11/10/2004
(Street)

MINNEAPOLIS, MN 55402		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 11/11/2004   M   100,000 A $ 6.7176 100,000 D  
Common Stock, $0.01 par value 11/11/2004   S   88,800 D $ 30.02 11,200 D  
Common Stock, $0.01 par value 11/11/2004   S   11,200 D $ 30.03 0 (1) D  
Common Stock, $0.01 par value               20,666.58 (2) I 401(k) plan
Common Stock, $0.01 par value               15,000 I IRA Rollover
Common Stock, $0.01 par value               227,351 I Family Trust

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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 Underlying Securities
(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 of Derivative Security: 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 11/10/2004   D(3)     428,794   (4) 12/09/2005 Common Stock 428,794 (3) 100,000 D  
Employee Stock Option (Right to Buy) $ 6.7176 11/11/2004   M     100,000   (4) 12/09/2005 Common Stock 100,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 6.7176 11/10/2004   D(3)     14,878   (4) 12/12/2005 Common Stock 14,878 (3) 0 D  
Deferred Compensation Plan Participation (5) 11/12/2004   A(6)   344,753 (7)     (5)   (5) Common Stock 344,753 $ 30.13 1,544,923 D  
Deferred Compensation Plan Participation (8)               (8)   (8) Common Stock 492,491   492,491 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRUNDHOFER JERRY A
U.S. BANCORP
800 NICOLLET MALL
MINNEAPOLIS, MN 55402		   X     Chairman and CEO  

Signatures

 Lee R. Mitau for Jerry A. Grundhofer   11/12/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 options reported on this form.
(2) Based on a plan report dated 10/31/04, the most recent plan report available.
(3) Option cancelled pursuant to a revocable surrender election made on May 11, 2004, in exchange for Deferred Compensation Plan Participation.
(4) The option vested in four equal annual installments beginning on December 12, 1996.
(5) 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.
(6) Amount credited to the reporting person's deferred compensation plan account in connection with the cancellation of the stock options reported on this form.
(7) 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 November 11, 2004 ($30.13) and the exercise price of the surrendered stock options reported on this form ($6.7176), multiplied by the number of shares subject to such options (443,672).
(8) 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.

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