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<SEC-DOCUMENT>0000950124-01-500573.txt : 20010430
<SEC-HEADER>0000950124-01-500573.hdr.sgml : 20010430
ACCESSION NUMBER:		0000950124-01-500573
CONFORMED SUBMISSION TYPE:	S-3MEF
PUBLIC DOCUMENT COUNT:		6
<REFERENCE-462B>333-83643
FILED AS OF DATE:		20010427
EFFECTIVENESS DATE:		20010427

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			US BANCORP \DE\
		CENTRAL INDEX KEY:			0000036104
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				410255900
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3MEF
		SEC ACT:		
		SEC FILE NUMBER:	333-59756
		FILM NUMBER:		1614505

	BUSINESS ADDRESS:	
		STREET 1:		FIRST BANK PL
		STREET 2:		601 SECOND AVE S
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402-4302
		BUSINESS PHONE:		6129731111

	MAIL ADDRESS:	
		STREET 1:		601 2ND AVENUE SOUTH-FIRST BANK PLACE
		STREET 2:		601 2ND AVENUE SOUTH-FIRST BANK PLACE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402-4302

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST BANK SYSTEM INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST BANK STOCK CORP
		DATE OF NAME CHANGE:	19720317
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3MEF
<SEQUENCE>1
<FILENAME>c61972s-3mef.txt
<DESCRIPTION>FORM S-3 PURSUANT TO RULE 462(B)
<TEXT>

<PAGE>   1



     As filed with the Securities and Exchange Commission on April 27, 2001
                                                        Registration No.
                                                              333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    Form S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 ---------------

   U.S. Bancorp                     Delaware                     41-0255900
  USB Capital III                   Delaware                     41-1899114
  USB Capital IV                    Delaware                     41-1899116
   USB Capital V                    Delaware                     41-1899117
                          (State or other jurisdiction        (I.R.S. Employer
  (Exact name of        or incorporation or organization)    Identification No.)
    Registrant
as specified in its
     charter)

                                                  Lee R. Mitau, Esq.
      601 Second Avenue South                  601 Second Avenue South
 Minneapolis, Minnesota 55402-4302         Minneapolis, Minnesota 55402-4302
           (612) 973-1111                           (612) 973-1111
                                          (Name, address and telephone number,
 (Address, including zip code, and                    Including
    telephone number, including            area code, of agent for service)
area code, of registrant's principal
         executive offices)

               Copy to:

           Fred A. Summer, Esq.                  Lee Meyerson, Esq.
     Squire, Sanders & Dempsey L.L.P.        Simpson Thacher & Bartlett
           41 South High Street                 425 Lexington Avenue
           Columbus, Ohio 43215               New York, New York 10017
              (614) 365-2700                       (212) 455-2000





     Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-83463


<PAGE>   2

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the box. [ ]

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                           Proposed           Proposed
                                           Amount          Maximum             Maximum           Amount of
  Title in Each Class of                   to be        Offering Price        Aggregate         Registration
Securities to be Registered              Registered      Per Unit(1)      Offering Price(1)         Fee
- ---------------------------              ----------     --------------    -----------------     ------------
<S>                                    <C>              <C>               <C>                   <C>
Junior Subordinated
Debt Securities of U.S. Bancorp
("Junior Subordinated Debt
Securities")
Capital Securities of USB
Capital III ("Capital
Securities")
And Guarantees of Capital
Securities of USB
Capital III ("Guarantee" and
together with the Junior
Subordinated Debt Securities
and the Capital Securities, the
"Securities") (2)
                                       $78,000,000(3)        100%          $78,000,000(3)         $19,500
                                       --------------        ---           --------------         -------
===================================================================================================================
</TABLE>



(1)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(o).

(2)  In addition to the Guarantee and the Junior Subordinated Debt Securities,
     U.S. Bancorp is also registering under this registration statement certain
     other back-up obligations. Such back-up obligations include its obligations
     under the Indenture related to the Capital Securities and under the Amended
     and Restated Trust Agreement of USB Capital III, pursuant to which U.S.
     Bancorp will agree, among other things, to pay all debts and obligations
     (other than with respect to the Capital Securities) of USB Capital Trust
     III, and all costs or expenses of USB Capital Trust III, including all
     fees, expenses and taxes of such Trust. No separate consideration will be
     received by U.S. Bancorp for the Guarantee or such other back-up
     obligations.

(3)  Represents $78,000,000 additional principal amount of Securities to be
     registered pursuant to Rule 462(b) on this Post-Effective Amendment to the
     Registrants' Registration Statement No. 333-83643.

                                EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) and General
Instruction IV of Form S-3, both promulgated under the Securities Act of 1933,
as amended. The contents of Registration Statement No. 333-83643 which became
effective on August 10, 1999, including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein, are hereby incorporated by reference.


<PAGE>   3


                                   SIGNATURES

         Pursuant to the Requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April , 2001.

                                           U.S. Bancorp


                                           By:  /s/ Jerry A. Grundhofer
                                              ----------------------------
                                                 Jerry A. Grundhofer
                                                    President and
                                               Chief Executive Officer
                                                (principal executive
                                                      officer)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
           SIGNATURE                                TITLE                          DATE
           ---------                                -----                          ----
<S>                                      <C>                                   <C>
    /s/ Jerry A. Grundhofer              President, Chief Executive            April , 2001
- --------------------------------         Officer and Director
      Jerry A. Grundhofer                (principal executive officer)

     /s/ David M. Moffett                Vice Chairman and Chief               April , 2001
- --------------------------------         Financial Officer
       David M. Moffett                  (principal financial officer)

     /s/ Terrance R. Dolan               Senior Vice                           April , 2001
- --------------------------------         President and Controller
       Terrance R. Dolan                 (principal accounting officer)

    /s/ John F. Grundhofer*              Chairman and Director                 April , 2001
- --------------------------------
        John F. Grundhofer

      /s/Linda L. Ahlers*                Director                              April , 2001
- --------------------------------
        Linda L. Ahlers

/s/Victoria B. Buyniski Gluckman*        Director                              April , 2001
- ---------------------------------
   Victoria Buyniski Gluckman

  /s/ Arthur D. Collins, Jr.*            Director                              April , 2001
- --------------------------------
    Arthur D. Collins, Jr.

      /s/ Peter H. Coors*                Director                              April , 2001
- --------------------------------
        Peter H. Coors

   /s/ John C. Dannemiller*              Director                              April , 2001
- --------------------------------
      John C. Dannemiller

     /s/ Joshua Green III*               Director                              April , 2001
- --------------------------------
       Joshua Green III

     /s/J. P. Hayden, Jr.*               Director                              April , 2001
- --------------------------------
       J.P. Hayden, Jr.

       /s/Roger L. Howe*                 Director                              April , 2001
- --------------------------------
         Roger L. Howe

    /s/Thomas H. Jacobsen*               Director                              April , 2001
- --------------------------------
      Thomas H. Jacobsen
</TABLE>




<PAGE>   4
<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                          DATE
           ---------                               -----                          ----
<S>                                     <C>                                   <C>
   /s/ Delbert W. Johnson*              Director                              April , 2001
- -----------------------------

     Delbert W. Johnson

    /s/ Joel W. Johnson*                Director                              April , 2001
- -----------------------------

       Joel W. Johnson

     /s/ Jerry W. Levin*                Director                              April , 2001
- -----------------------------

       Jerry W. Levin

    /s/ Sheldon B. Lubar*               Director                              April , 2001
- -----------------------------

      Sheldon B. Lubar

     /s/Frank Lyon, Jr.*                Director                              April , 2001
- -----------------------------

       Frank Lyon, Jr.

/s/Daniel F. McKeithan, Jr.*            Director                              April , 2001
- -----------------------------

  Daniel F. McKeithan, Jr.

    /s/David B. O'Maley*                Director                              April , 2001
- -----------------------------

      David B. O'Maley

/s/O'dell Owens, M.D., M.P.H.*          Director                              April , 2001
- ------------------------------
O'dell M. Owens, M.D., M.P.H.

     /s/Thomas E. Petry*                Director                              April , 2001
- -----------------------------
       Thomas E. Petry

   /s/ Richard G. Reiten*               Director                              April , 2001
- -----------------------------

      Richard G. Reiten

    /s/ S. Walter Richey*               Director                              April , 2001
- -----------------------------

      S. Walter Richey

    /s/Warren R. Staley*                Director                              April , 2001
- -----------------------------

      Warren R. Staley

    /s/Patrick T. Stokes*               Director                              April , 2001
- -----------------------------
      Patrick T. Stokes

  /s/ John J. Stollenwerk *             Director                              April , 2001
- -----------------------------
     John J. Stollenwerk

  *By /s/Terrance R. Dolan              Attorney-in-fact for the
- -----------------------------           persons indicated above with
      Terrance R. Dolan                 an *
      Attorney-in-fact
</TABLE>



         Pursuant to the requirements of the Securities Act of 1933, USB Capital
III certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, and State of Minnesota on April , 2001.

                                              USB CAPITAL III

                                              By: U.S. Bancorp, as Depositor

                                              By:        /s/Lee R. Mitau
                                                 -------------------------------


<PAGE>   5




                                  EXHIBIT INDEX

          5.1       Opinion of Richards, Layton & Finger, P.A. as to the
                    validity of the Trust Preferred Securities of USB Capital
                    III.

          5.2       Opinion of Squire, Sanders & Dempsey L.L.P., as to validity
                    of the Junior Subordinated Debt Securities and Guarantee of
                    U.S. Bancorp.

          8.1       Opinion of Squire, Sanders & Dempsey L.L.P. regarding
                    certain tax matters.

          23.1      Consent of Richards, Layton & Finger, P.A. (included in
                    Exhibit 5.1).

          23.2      Consents of Squire, Sanders & Dempsey L.L.P. (included in
                    Exhibits 5.2 and 8.1).

          23.3      Consent of PricewaterhouseCoopers LLP

          24.1      Power of Attorney





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>c61972ex5-1.txt
<DESCRIPTION>OPINION OF RICHARDS, LAYTON & FINGER, P.A.
<TEXT>

<PAGE>   1






                                                                     Exhibit 5.1


                 [Letterhead of Richards, Layton & Finger, P.A.]


                                 April 27, 2001


USB Capital III
c/o U.S. Bancorp
601 Second Avenue South
Minneapolis, Minnesota 55402-4302


                  Re:      USB Capital III

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for USB Capital III,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of the Trust (the "Certificate"),
as filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on January 28, 1998;

                  (b) The Trust Agreement of the Trust, dated as of January 22,
1998 (the "Trust Agreement"), among U.S. Bancorp, a Delaware corporation (the
"Company"), and the trustees of the Trust named therein;

                  (c) The Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission pursuant to Rule 462(b) which
incorporates by reference the Registration Statement on Form S-3 of the Company
(Registration No. 333-83463) and the Prospectus included therein (the
"Prospectus"), relating to the __% capital securities of the Trust representing
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities");


<PAGE>   2

USB Capital III
April 27, 2001
Page 2


                  (d) A form of Amended and Restated Trust Agreement of the
Trust (including Exhibits A and B thereto) (the "Amended Trust Agreement"),
among the Company, the trustees of the Trust named therein, and the holders,
from time to time, of undivided beneficial interests in the assets of the Trust;
and

                  (e) A Certificate of Good Standing for the Trust, dated April
26, 2001, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Capital Security is to be issued by the Trust
(collectively, the "Capital Security Holders") of a Capital Trust Security
Certificate for such Capital Security and the payment for the Capital Security
acquired by it, in accordance with the Amended Trust Agreement and the
Prospectus, and (vii) that the Capital Securities will be issued and sold to the
Capital Security Holders in accordance with the Amended Trust Agreement and the
Prospectus. We have not participated in the preparation of the Prospectus and
assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on


<PAGE>   3

USB Capital III
April 27, 2001
Page 3


the laws of any other jurisdiction, including federal laws and rules and
regulations relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are currently in
effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.

                  2. The Capital Securities to be issued to the Capital Security
Holders have been duly authorized and will be validly issued and, subject to the
qualifications set forth in paragraph 3 below, will be fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

                  3. The Capital Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                           We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In giving the foregoing consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                                Very truly yours,


                                                RICHARDS, LAYTON & FINGER, P.A.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>3
<FILENAME>c61972ex5-2.txt
<DESCRIPTION>OPINION OF SQUIRE, SANDERS & DEMPSEY L.L.P.,
<TEXT>

<PAGE>   1


                                                                     Exhibit 5.2


                [Letterhead of Squire, Sanders & Dempsey L.L.P.]



April 27, 2001



U.S. Bancorp
601 Second Avenue South
Minneapolis, Minnesota  55402-4302


Ladies and Gentlemen:

         We have acted as counsel to U.S. Bancorp, a Delaware corporation (the
"Company") and sponsor of USB Capital III, a Delaware business trust (the
"Trust"), in connection with a Registration Statement on Form S-3 to be filed
pursuant to Rule 462(b) under the Securities Act of 1933 (the "Registration
Statement"), which will constitute a post-effective amendment to an earlier
Registration Statement on Form S-3 (Registration No. 333-83645) (the "Earlier
Registration Statement") relating to:

                  (A) the proposed sale by the Company from time to time of the
guarantee by the Company of the Preferred Securities (as hereinafter defined) of
the Trust (the "Guarantee");

                  (B) the proposed sale by the Company from time to time of the
Company's junior subordinated debentures (the "Junior Subordinated Debentures"),
pursuant to the Junior Subordinated Indenture, dated November 15, 1996, between
the Company and Wilmington Trust Company, as Debenture Trustee (the
"Indenture"); and

                  (C) the proposed sale by the Trust of its 7.75% Trust
Preferred Securities (liquidation amount of $25 per Preferred Security) (the
"Preferred Securities").

         The Guarantee, Junior Subordinated Debentures and Preferred Securities
are hereinafter collectively referred to as the "Securities".

         We have examined such documents, including the resolution of the Board
of Directors of the Company adopted on April 26, 2001 (the "Financing
Resolution"), and have reviewed such questions of law, as we have considered
necessary and appropriate for the purposes of our opinion set forth below. In
rendering our opinions set forth below, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures and


<PAGE>   2

U.S. Bancorp
April 27, 2001
Page 2


the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company and the Trust, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, we have relied
upon certificates of officers of the Company and the Trust officials.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Indenture, the Trust Agreement and the
Guarantee, each in the form incorporated by reference as exhibits to the
Registration Statement.

         Based on the foregoing, we are of the opinion that:

         1. When the specific terms of the Junior Subordinated Debentures have
been specified in a supplemental indenture or an Officer's Certificate, which
has been executed and delivered to the Trustee by an Authorized Officer (as
defined in the Financing Resolution), such Junior Subordinated Debentures will
have been duly authorized by all requisite corporate action and, when executed
and authenticated as specified in the Indenture and delivered against payment
therefor pursuant to the terms described in the Earlier Registration Statement
and the prospectus supplement specifically relating to the Securities, as filed
with the Commission, and as specified by an Authorized Officer, will constitute
valid and binding obligations of the Company, enforceable in accordance with the
terms of such series.

         2. When the Guarantee has been duly authorized by all requisite
corporate action and, when executed and delivered as specified in the Guarantee,
in substantially the form filed as Exhibit 4.15 to the Earlier Registration
Statement, the Guarantee will constitute the valid and binding obligation of the
Company, enforceable in accordance with its terms.

         Our opinions expressed above are limited to the laws of the State of
New York, the Delaware General Corporation Law and the federal laws of the
United States of America.

         We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.


                                               Very truly yours,



                                               SQUIRE, SANDERS & DEMPSEY L.L.P.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>c61972ex8-1.txt
<DESCRIPTION>OPINION OF SQUIRE, SANDERS DEMPSEY L.L.P.
<TEXT>

<PAGE>   1


                                                                     Exhibit 8.1


                [Letterhead of Squire, Sanders & Dempsey L.L.P.]

                                 April 27, 2001



U.S. Bancorp                                       U.S. Capital III
601 Second Avenue, South                           601 Second Avenue, South
Minneapolis, Minnesota  55402                      Minneapolis, Minnesota  55402


         RE:      REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as special counsel to U.S. Bancorp, a Delaware
corporation (the "Company"), and USB Capital III, a statutory business trust
created under the laws of Delaware (the "Trust"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Act"), which
Registration Statement constitutes a post-effective amendment to an earlier
Registration Statement on Form S-3 (File No. 333-83645) under the Act (the
"Earlier Registration Statement"), for the purpose of registering the 7.75%
Trust Preferred Securities (liquidation amount of $25 per Trust Preferred
Security) (the "Capital Securities") to be issued by the Trust, and with respect
to the Guarantee and the Junior Subordinated Debentures to be issued by the
Company to the Trust in connection with such issuance of the Capital Securities.

         In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the Certificate
of Trust of the Trust dated as of January 22, 1998; (ii) the form of Amended and
Restated Trust Agreement of the Trust (the "Trust Agreement"); (iii) the form of
Capital Securities Certificate of the Trust; (iv) the form of Guarantee
Agreement for the Trust (the "Guarantee"); (v) the form of Junior Subordinated
Debenture; and (vi) the Junior Subordinated Indenture between the Company and
Wilmington Trust Company dated as of November 15, 1996 filed as an exhibit (the
"Indenture"). We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates, and
records as we have deemed necessary or appropriate for purposes of rendering the
opinions set forth herein.


<PAGE>   2

U.S. Bancorp
U.S. Capital III
April 27, 2001
Page 2


         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the Trust
Agreement, the Capital Securities, the Guarantee and the Junior Subordinated
Debentures when executed, will be executed in substantially the form reviewed by
us and that the terms of the Junior Subordinated Debentures, when established in
conformity with the Indenture will not violate any applicable law. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon factual statements and factual
representations of officers, trustees, and other representatives of the Company
and the Trust, and others.

         We hereby confirm that, the statements contained under the heading
"UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" in the prospectus supplement
filed with the Commission under Rule 424(b) promulgated under the Act in
connection with the offering and sale of the Capital Securities (the "Prospectus
Supplement") insofar as such statements purport to constitute summaries of
matters of United States federal tax law and regulations or legal conclusions
with respect thereto, as qualified therein, constitute accurate summaries of the
matters described therein in all material respects. Although such statements
constituting matters of law or legal conclusions do not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of Capital Securities, such statements are, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences of the purchase, ownership and disposition of Capital
Securities, based upon current law as they relate to holders described therein.
It is possible that contrary positions with regard to the purchase, ownership
and disposition of the Capital Securities may be taken by the Internal Revenue
Service (the "IRS") and that a court may agree with such contrary positions.

         Additionally, based upon the facts, assumptions and representations set
forth or referred to herein, and the accuracy of such facts, assumptions and
representations as of the date hereof, and assuming full compliance with the
terms of the Trust Agreement and the Indenture, it is our opinion that (i) the
Trust will be classified for United States federal income tax purposes as a
grantor trust and not as an association taxable as a corporation, and (ii) the
Junior Subordinated Debentures will be classified as indebted for United States
federal income tax purposes.

         The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury
Department thereunder and judicial authorities reported as of the date hereof.
We have also considered the position of the


<PAGE>   3

U.S. Bancorp
U.S. Capital III
April 27, 2001
Page 3


IRS reflected in published and private rulings. Although we are not aware of any
pending changes to these authorities that would alter our opinions, there can be
no assurances that future legislation or administrative changes, court decisions
or IRS interpretations will not significantly modify the statement opinions
expressed herein.

         Our opinion is being furnished in connection with the filing of the
Registration Statement and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent. We do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues. Although the opinions herein are
based upon our best interpretation of existing sources of law and expresses what
we believe a court would properly conclude if presented with these issues, no
assurance can be given that such interpretations would be followed if they were
to become the subject of judicial or administrative proceedings.

         We hereby consent to the use of our name under the caption "UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement and the
filing of this opinion with the Commission as Exhibit 8.1 to the Registration
Statement. In giving this consent, we do not hereby concede that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder. This opinion
is expressed as of the date hereof and applies only to the disclosures set forth
in the Prospectus and Registration Statement. We disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.

                                               Very truly yours,


                                               SQUIRE, SANDERS & DEMPSEY L.L.P.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>c61972ex23-3.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>   1





                                                                    Exhibit 23.3



                      CONSENT OF PRICEWATERHOUSECOOPERS LLP

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 13, 2001 relating to the
consolidated financial statements of U.S. Bancorp, which appears in the Current
Report on Form 8-K of U.S. Bancorp dated April 17, 2001.

PRICEWATERHOUSECOOPERS LLP


Minneapolis, Minnesota
April 27, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>6
<FILENAME>c61972ex24-1.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

<PAGE>   1




                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David M. Moffett, Lee R. Mitau and
Terrance R. Dolan, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign one or more Registration Statements on Form S-3
of U.S. Bancorp, and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or the substitutes for such
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
                 Signature                                  Title                                  Date
                 ---------                                  -----                                  ----
<S>                                           <C>                                             <C>
/s/ Jerry A. Grundhofer                       President and Chief Executive                   April 17, 2001
- ------------------------------------          Officer (principal executive
Jerry A. Grundhofer                           officer)

/s/ David M. Moffett                          Vice Chairman and Chief Financial               April 17, 2001
- ------------------------------------          Officer (principal financial
David M. Moffett                              officer)

/s/ Terrance R. Dolan                         Senior Vice President and                       April 17, 2001
- ------------------------------------          Controller (principal accounting
Terrance R. Dolan                             officer)


/s/ John F. Grundhofer                        Chairman                                        April 17, 2001
- ----------------------
John F. Grundhofer


/s/ Linda L. Ahlers                           Director                                        April 17, 2001
- ------------------------------------
Linda L. Ahlers


/s/ Victoria B. Buyniski Gluckman             Director                                        April 17, 2001
- ------------------------------------
Victoria B. Buyniski Gluckman
</TABLE>


<PAGE>   2

<TABLE>
<S>                                           <C>                                             <C>
/s/ Arthur D. Collins, Jr.                    Director                                        April 17, 2001
- -----------------------------------
Arthur D. Collins, Jr.


/s/ Peter H. Coors                            Director                                        April 17, 2001
- -----------------------------------
Peter H. Coors


/s/ John C. Dannemiller                       Director                                        April 17, 2001
- -----------------------------------
John C. Dannemiller


/s/ Joshua Green III                          Director                                        April 17, 2001
- -----------------------------------
Joshua Green III


/s/ J.P. Hayden, Jr.                          Director                                        April 17, 2001
- -----------------------------------
J.P. Hayden, Jr.


/s/ Roger L. Howe                             Director                                        April 17, 2001
- -----------------------------------
Roger L. Howe


/s/ Thomas H. Jacobsen                        Director                                        April 17, 2001
- -----------------------------------
Thomas H. Jacobsen


/s/ Delbert W. Johnson                        Director                                        April 17, 2001
- -----------------------------------
Delbert W. Johnson


/s/ Joel W. Johnson                           Director                                        April 17, 2001
- -----------------------------------
Joel W. Johnson


/s/ Jerry W. Levin                            Director                                        April 17, 2001
- -----------------------------------
Jerry W. Levin


/s/ Sheldon B. Lubar                          Director                                        April 17, 2001
- -----------------------------------
Sheldon B. Lubar


/s/ Frank Lyon, Jr.                           Director                                        April 17, 2001
- -----------------------------------
Frank Lyon, Jr.
</TABLE>


<PAGE>   3

<TABLE>
<S>                                           <C>                                             <C>
/s/ Daniel F. McKeithan, Jr.                  Director                                        April 17, 2001
- -----------------------------------
Daniel F. McKeithan, Jr.


/s/ David B. O'Maley                          Director                                        April 17, 2001
- -----------------------------------
David B. O'Maley


/s/ O'dell M. Owens, M.D., M.P.H.             Director                                        April 17, 2001
- -----------------------------------
O'dell M. Owens, M.D., M.P.H.


/s/ Thomas E. Petry                           Director                                        April 17, 2001
- -----------------------------------
Thomas E. Petry


/s/ Richard G. Reiten                         Director                                        April 17, 2001
- -----------------------------------
Richard G. Reiten


/s/ S. Walter Richey                          Director                                        April 17, 2001
- -----------------------------------
S. Walter Richey


/s/ Warren R. Staley                          Director                                        April 17, 2001
- -----------------------------------
Warren R. Staley


/s/ Patrick T. Stokes                         Director                                        April 17, 2001
- -----------------------------------
Patrick T. Stokes


/s/ John J. Stollenwerk                       Director                                        April 17, 2001
- -----------------------------------
John J. Stollenwerk


</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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