Sec Form 4 Filing - STALEY WARREN R @ US BANCORP \DE\ - 2008-01-16

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 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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1. Name and Address of Reporting Person STALEY WARREN R 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4517 EDINA BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 01/16/2008 (Street) EDINA, MN55424 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Units ( 1 ) 01/16/2008 A 4,188 ( 2 ) ( 2 ) Common Stock 4,188 $ 0 4,188 D Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock 1,763 1,763 ( 4 ) D Restricted Stock Units ( 1 ) ( 5 ) ( 5 ) Common Stock 1,936 1,936 ( 4 ) D Restricted Stock Units ( 1 ) ( 6 ) ( 6 ) Common Stock 1,992 1,992 ( 4 ) D Restricted Stock Units ( 1 ) ( 7 ) ( 7 ) Common Stock 2,232 2,232 ( 4 ) D Restricted Stock Units ( 1 ) ( 8 ) ( 8 ) Common Stock 3,133 3,133 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STALEY WARREN R 4517 EDINA BLVD. EDINA, MN55424 X Signatures Lee R. Mitau for Warren R. Staley 01/17/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert into common stock on a one-for-one basis. ( 2 )The restricted stock units were fully vested at the time of grant. Units are payable in common stock when the reporting person ceases to serve on the Board of Directors and is not providing services to the Company as an independent contractor, except that all units are forfeited if the holder's service is terminated for cause. ( 3 )The restricted stock units vest in four equal annual installments beginning on January 17, 2008. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause. ( 4 )Includes restricted stock units acquired after January 2007 pursuant to a divident reinvestment feature of the reporting person's restricted stock unit award. ( 5 )The restricted stock units vest in four equal annual installments beginning on January 17, 2007. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause. ( 6 )The restricted stock units vest in four equal annual installments beginning on January 18, 2006. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause. ( 7 )The restricted stock units vest in four equal annual installments beginning on January 20, 2005. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause. ( 8 )The restricted stock units vested in four equal annual installments beginning on December 17, 2003. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's board service is terminated without cause or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distibutable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's service is terminated for cause.

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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