Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Moffett, David M.

2. Issuer Name and Ticker or Trading Symbol
U.S. Bancorp (USB)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Vice Chairman, Chief Financial Officer            

(Last)      (First)     (Middle)

U.S. Bancorp
800 Nicollet Mall

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
1/23/03

(Street)

Minneapolis, MN 55402

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

1/23/03

 

M

 

38,445

A

$6.7633

 

 

Common Stock, $0.01 par value

1/23/03

 

F

 

38,445

D

$21.99

117,336

D

 

Common Stock, $0.01 par value

1/24/03

 

I

 

11,460.23

D

$21.11

0

I

401(k) Plan

Common Stock, $0.01 par value

 

 

 

 

 

 

 

30,291

I

By Spouse
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Deferred Compensation Plan Participation

1-for-1

1/23/03

 

M

 

86,555

 

 (1)

 (1)

Common Stock

154,426.76

$6.7633

154,426.76(2)

D

 

Deferred Compensation Plan Participation

1-for-1

1/23/03

 

I

 

 

67,871.76

 (1)

 (1)

Common Stock

86,555

 (3)

86,555

D

 

Employee Stock Option (Right to Buy)

$6.7633

1/23/03

 

M

 

 

125,000

 (4)

12/09/05

Common Stock

40,222

 

40,222

D

 

Employee Stock Option (Right to Buy)

$21.64

 

 

 

 

 

 

 

12/17/12

Common Stock

234,000

 

234,000

D

 

Employee Stock Option (Right to Buy)

$19.23

 

 

 

 

 

 

 

12/18/11

Common Stock

260,000

 

260,000

D

 

Employee Stock Option (Right to Buy)

$21.6875

 

 

 

 

 

 

 

12/12/10

Common Stock

350,000

 

350,000

D

 

Employee Stock Option (Right to Buy)

$21.375

 

 

 

 

 

 

 

12/14/09

Common Stock

195,000

 

195,000

D

 

Employee Stock Option (Right to Buy)

$28.8958

 

 

 

 

 

 

 

1/12/09

Common Stock

345,000

 

345,000

D

 

Employee Stock Option (Right to Buy)

$23.7917

 

 

 

 

 

 

 

11/20/08

Common Stock

270,000

 

270,000

D

 

Employee Stock Option (Right to Buy)

$18.9167

 

 

 

 

 

 

 

12/09/07

Common Stock

5,289

 

5,289

D

 

Employee Stock Option (Right to Buy)

$18.9167

 

 

 

 

 

 

 

12/07/07

Common Stock

219,711

 

219,711

D

 

Employee Stock Option (Right to Buy)

$10.11

 

 

 

 

 

 

 

12/10/06

Common Stock

9,882

 

9,882

D

 

Employee Stock Option (Right to Buy)

$10.11

 

 

 

 

 

 

 

12/09/06

Common Stock

215,118

 

215,118

D

 

Employee Stock Option (Right to Buy)

$6.7633

 

 

 

 

 

 

 

12/12/05

Common Stock

14,778

 

14,778

D

 

Explanation of Responses:

(1) 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.
(2) Includes addtional amounts acquired in January pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.
(3) The reporting person has made an irrevocable election to transfer these shares into an alternate investment within the U.S. Bancorp Deferred Compensation Plan. Under the terms of the U.S. Bancorp Deferred Compensation Plan these shares will be transferred on April 1, 2003 at the closing price on March 31, 2003.
(4) The option vested in four equal annual installments beginning on December 12, 1996.
  By: /s/ Lee R. Mitau
             For David M. Moffett
**Signature of Reporting Person		 1/27/03
Date

**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.

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POWER OF ATTORNEY

	This statement confirms that I have authorized and designated
Lee R. Mitau, Laura F. Bednarski and Tracy J. Knewtson, and each of
them, as my attorney-in-fact to execute and file on my behalf all Forms
3, 4 and 5 (including any amendments) that I may be required to file
with the Securities and Exchange Commission as a result of my ownership
of or transactions in securities of U.S. Bancorp.  Their authority
under Statement shall continue until I am no longer required to file
Forms 4 and 5 with regard to my ownership of or transactions in
securities of U.S. Bancorp, unless I revoke it earlier writing.  I
acknowledge that they are not assuming any of my responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


Dated:  8-28-02


				/s/David M. Moffett
				Signature


				David M. Moffett
				Printed Name