<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>a2054877zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>

                                                                    Exhibit 23.2

                      CONSENT OF PRICEWATERHOUSECOOPERS LLP

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Bancorp of our report dated April 13, 2001
relating to the consolidated financial statements of U.S. Bancorp and its
subsidiaries, which appears in the Current Report on Form 8-K of U.S. Bancorp
filed on April 17, 2001.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota
July 24, 2001


</TEXT>
</DOCUMENT>
