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<SEC-DOCUMENT>0000898822-04-000259.txt : 20040526
<SEC-HEADER>0000898822-04-000259.hdr.sgml : 20040526
<ACCEPTANCE-DATETIME>20040326111807
ACCESSION NUMBER:		0000898822-04-000259
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20040326
DATE AS OF CHANGE:		20040526
EFFECTIVENESS DATE:		20040326

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:		DEFA14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06880
		FILM NUMBER:		04691706

	BUSINESS ADDRESS:	
		STREET 1:		U.S.BANCORP
		STREET 2:		800 NICOLLET MALL
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402
		BUSINESS PHONE:		(612)973-1111

	MAIL ADDRESS:	
		STREET 1:		U.S.BANCORP
		STREET 2:		800 NICOLLET MALL
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402

	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>DEFA14A
<SEQUENCE>1
<FILENAME>march2614a.txt
<DESCRIPTION>SCHEDULE 14A
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant toss.240.14a-12

                                  U.S. BANCORP
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------

         2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

         3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on
            which the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------

         4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

         5) Total fee paid:
- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.


<PAGE>



         1) Amount Previously Paid:
- --------------------------------------------------------------------------------

         2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------

         3) Filing Party:
- --------------------------------------------------------------------------------

         4) Date Filed:
- --------------------------------------------------------------------------------


<PAGE>


                                  EXHIBIT INDEX

Each of the exhibits hereto may be deemed "soliciting materials" within the
meaning of the Securities Exchange Act of 1934, as amended (the "Act"), and the
regulations of the Securities and Exchange Commission issued thereunder. Some of
the statements in the exhibits constitute forward-looking statements within the
meaning of Section 21E of the Act. Actual results may differ materially from the
results implied by these forward-looking statements depending on a variety of
factors including those identified in our filings with the Securities and
Exchange Commission. We undertake no responsibility to update those statements.


EXHIBIT
- -------

99.1     Form of letter sent to certain stockholders of the registrant beginning
         March 26, 2004.
99.2     Presentation materials provided to certain stockholders of the
         registrant beginning March 26, 2004.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>march26ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>



March 26, 2004

Investor
Address
Address
Address

Dear __________________:

         I want to bring to your attention a matter of serious concern to our
company. We have received a shareholder proposal (Proposal 4 in our proxy
statement) that would require U.S. Bancorp to seek shareholder approval prior to
offering any retirement benefits to senior executives under a supplemental
executive retirement plan that are greater than those provided under a qualified
pension plan.

         If we were subject to this requirement, it could seriously damage our
ability to attract and retain the senior management talent necessary to drive
our company forward and create value for our shareholders and would put us at a
severe competitive disadvantage.

         I urge you to cast your vote against this proposal when you submit your
proxy for our 2004 annual meeting. Please feel free to call Mac McCullough,
Director of Investor Relations, or me, at 612-303-0786 if you have any questions
or would like to discuss this matter further.

                                   Sincerely,



                                   Jerry A. Grundhofer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>march26ex992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                               [US Bancorp Logo]


                                  U.S. BANCORP
                         SHAREHOLDER PROPOSAL REGARDING
                                  SERP BENEFITS
                                   MARCH 2004

<PAGE>

                                                               [US Bancorp Logo]


USB has received a shareholder proposal that would require us to seek
shareholder approval prior to granting any retirement benefits to senior
executives under a supplemental executive retirement plan ("SERP") that are
greater than those provided under a qualified pension plan.


USB OPPOSES THIS PROPOSAL BECAUSE IT WOULD PUT US AT A SIGNIFICANT COMPETITIVE
DISADVANTAGE IN RECRUITING AND RETAINING SENIOR EXECUTIVE TALENT.

                                                                               1

<PAGE>

                                                               [US Bancorp Logo]


USB'S RETIREMENT BENEFITS ARE NEITHER UNUSUAL NOR EXCESSIVE.

USB offers pension benefits consisting of:
  >>       a basic broad-based qualified pension plan
  >>       "restoration benefits" for participants whose qualified pension
           benefits are limited by IRS rules for compensation over $205,000
  >>       additional benefits under a SERP for its most senior executive
           officers

                                                                               2

<PAGE>

                                                               [US Bancorp Logo]

ADOPTING THIS PROPOSAL WOULD PUT USB AT A GREAT COMPETITIVE DISADVANTAGE IN THE
MARKET FOR MANAGEMENT TALENT.

  >>       Our supplemental executive retirement plan is generally consistent
           with those offered by peer banks and other talent competitors
           -    93% of our peer banks with defined benefit pension plans have
                restoration benefits (which the proposal seeks to make subject
                to shareholder approval)
           -    Over half of our peer banks provide SERP benefits exceeding
                restoration benefits for various levels of senior management
  >>       To our knowledge, none of our competitors are subject to a
           requirement to seek shareholder approval of such benefits.
  >>       Requiring shareholder approval of benefits to be granted under the
           terms of a plan that is consistent with the market is not in the
           interests of our shareholders.

                                                                               3

<PAGE>

                                                               [US Bancorp Logo]

USB'S COMPENSATION OF SENIOR EXECUTIVES IS CLEARLY REASONABLE OVERALL.

  >>       USB's senior executive compensation is set by an independent
           compensation committee that is advised by a nationally recognized
           independent compensation consulting firm, and is designed to be
           competitive with a peer group of diversified financial services
           companies.
  >>       Glass-Lewis & Co., an independent proxy advisory firm (a competitor
           of ISS), found USB's compensation of senior executives to be less
           than its competitors, even though USB's performance was superior.
  >>       Glass-Lewis accordingly recommended a shareholder vote against this
           proposal.

                                                                               4

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