Sec Form 4 Filing - DUFF ANDREW S @ US BANCORP \DE\ - 2003-12-31

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 DUFF ANDREW S 2. Issuer Name and Ticker or Trading Symbol US BANCORP \DE\ [ USB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) U.S. BANCORP, 800 NICOLLET MALL 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) MINNEAPOLIS, MN55402 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 Common Stock, $0.01 par value 12/31/2003 J( 1 ) 71,394 D $ 0( 1 ) 63,626 D

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 Employee Stock Option (Right to Buy) $ 23.34 12/31/2003 J( 1 ) 85,000( 1 ) ( 2 ) ( 2 ) Common Stock 170,000 $ 0( 1 )( 3 ) 85,000( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DUFF ANDREW S U.S. BANCORP 800 NICOLLET MALL MINNEAPOLIS, MN55402 Vice Chairman Signatures Lee R. Mitau for Andrew S. Duff 01/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2003, U.S. Bancorp completed its spin-off of Piper Jaffray Companies by means of a special stock dividend to U.S. Bancorp stockholders of all of the shares of Piper Jaffray Companies held by U.S. Bancorp. Under the terms of the applicable U.S. Bancorp stock incentive plans, the spin-off was deemed to be a termination of employment by U.S. Bancorp. Pursuant to the terms of such U.S. Bancorp stock incentive plans, the deemed termination of Mr. Duff's employment as a result of the spin-off resulted in (1) the forfeiture immediately after the spin-off of 71,394 shares of U.S. Bancorp restricted stock held by Mr. Duff, and (2) the expiration immediately after the spin-off of options to purchase 85,000 shares of U.S. Bancorp common stock. ( 2 )The expired options were unvested. The remaining 85,000 options under this grant vested in equal parts on 2/27/02 and 2/27/03 and expire on 3/31/04, 90 days from the date of the spin-off. ( 3 )As disclosed in the Registration Statement on Form 10 of Piper Jaffray Companies previously filed with the Securities and Exchange Commission, Piper Jaffray Companies has announced its intention to grant Mr. Duff a cash award in connection with the spin-off, and the amount of Mr. Duff's cash award will be based in part on the value of his U.S. Bancorp restricted stock and options that are expected to expire or be forfeited in connection with the spin-off. ( 4 )Pursuant to the terms of the applicable U.S. Bancorp stock incentive plans, as a result of the deemed termination of Mr. Duff's employment in connection with the spin-off, in addition to the options to purchase 85,000 shares which expired immediately after the spin-off, options to purchase 477,628 shares of U.S. Bancorp held by Mr. Duff will expire within 90 days of the spin-off if not exercised prior to such expiration. Options to purchase an additional 253,000 shares of U.S. Bancorp common stock held by Mr. Duff will remain with U.S. Bancorp in accordance with their terms notwithstanding the deemed termination of Mr. Duff's employment with U.S. Bancorp.

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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