Form 4

FORM 4

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

 OMB APPROVAL

    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

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

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

1. Name and Address of Reporting Person*

Smith, Stephen E.

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)

Executive Vice President, Human Resources         

(Last)      (First)     (Middle)

U.S. Bancorp
425 Walnut Street

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

 

4. Statement for
Month/Day/Year
2/6/03

(Street)

Cincinnati, OH 45202

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

2/06/03

 

G(1)

V

29,559(2)

D

N/A

 

 

Common Stock, $0.01 par value

2/10/03

 

S

 

.9103

D

$20.21

0

I

By Spouse

Common Stock, $0.01 par value

2/07/03

 

G(3)

V

14,559

D

N/A

15,000

I

By Spouse Trust

Common Stock, $0.01 par value

2/07/03

 

M

 

16,725

A

$3.86

 

 

 

Common Stock, $0.01 par value

2/07/03

 

F

 

3,150

D

$20.49

28,134

I

By Trust

Common Stock, $0.01 par value

2/07/03

 

M

 

20,020

A

$6.7633

 

 

 

Common Stock, $0.01 par value

2/07/03

 

S

 

20,020

D

$20.1299

13,233.76(2)

D

 

Common Stock, $0.01 par value

 

 

 

 

 

 

 

16,911.35(4)

I

401(k) Plan
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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
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-for1

 

 

 

 

 

 

 (5)

 (5)

Common Stock

7,366.54

 

7,366.54(6)

D

 

Employee Stock Option (Right to Buy)

$3.86

2/7/03

 

M

 

 

16,725

 (7)

12/12/03

Common Stock

66,900

 

50,175

D

 

Employee Stock Option (Right to Buy)

$6.7633

2/7/03

 

M

 

 

20,020

 (8)

12/09/05

Common Stock

47,331

 

27,311

D

 

Employee Stock Option (Right to Buy)

$19.23

 

 

 

 

 

 

 

12/18/11

Common Stock

140,000

 

140,000

D

 

Employee Stock Option (Right to Buy)

$21.6875

 

 

 

 

 

 

 

12/12/10

Common Stock

100,000

 

100,000

D

 

Employee Stock Option (Right to Buy)

$21.375

 

 

 

 

 

 

 

12/14/09

Common Stock

40,000

 

40,000

D

 

Employee Stock Option (Right to Buy)

$23.7917

 

 

 

 

 

 

 

11/20/08

Common Stock

75,000

 

75,000

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

54,711

 

54,711

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

22,618

 

22,618

D

 

Employee Stock Option (Right to Buy)

$6.7633

 

 

 

 

 

 

 

12/12/05

Common Stock

14,778

 

14,778

D

 

Employee Stock Option (Right to Buy)

$6.7633

 

 

 

 

 

 

 

12/12/05

Common Stock

5,391

 

5,391

D

 

Employee Stock Option (Right to Buy)

$3.7633

 

 

 

 

 

 

 

12/10/04

Common Stock

44,631

 

44,631

D

 

Explanation of Responses:

(1) Transfer of shares from Spouse (Indirect) to Spouse Trust (Indirect).
(2) Includes shares acquired in October 2002 and January 2003 pursuant to the U.S. Bancorp Dividend Reinvestment Plan in transactions exempt under Rule 16a-11.
(3) Transfer of shares from Spouse Trust (Indirect) to reporting person's Trust (Indirect).
(4) Based on a plan report dated 1/31/03, the most recent plan report available.
(5) 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.
(6) Includes additional amounts acquired in July and October 2002, and January 2003 pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.
(7) The option vested in four equal annual installments beginning on December 14, 1994.
(8) The option vested in four equal annual installments beginning on December 12, 1996.
  By: /s/ Lee R. Mitau
             For Stephen E. Smith
**Signature of Reporting Person		 2/10/03
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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
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:  8-29-02


				/s/Stephen E. Smith
				Signature


				Stephen E. Smith
				Printed Name