Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CHENEVICH WILLIAM L
   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 (Month/Day/Year)
03/02/2009
(Street)

MINNEAPOLIS, MN 55402		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) 03/02/2009   A   85,878 (2) (3)     (4)   (4) Common Stock 85,878 $ 0 85,878 D  
Employee Stock Option (Right to Buy) $ 13.1 03/02/2009   A   309,917 (3)     (5) 03/02/2019 Common Stock 309,917 $ 0 309,917 D  
Restricted Stock Units (1)               (6)   (6) Common Stock 9,665   9,665 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHENEVICH WILLIAM L
U.S. BANCORP
800 NICOLLET MALL
MINNEAPOLIS, MN 55402		       Vice Chairman  

Signatures

 Lee R. Mitau for William L. Chenevich   03/04/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock units convert into common stock on a one-for-one basis.
(2) On March 2, 2010, immediately prior to the first vesting, the number of units subject to the award will be adjusted based on the company's one-year performance against certain performance targets set on the grant date. The number of units may increase to as much as 150%, or decrease to as little as 25%, of the initial number of units.
(3) The company will not pay or accrue any compensation under the award to the extent that such payment or accrual is prohibited under the American Recovery and Reinvestment Act of 2009, any regulations thereunder or any other laws or regulations.
(4) The restricted stock units vest in four equal annual installments beginning on March 2, 2010 unless forfeited earlier due to termination of employment for cause.
(5) The option vests in four equal annual installments beginning on March 2, 2010.
(6) The restricted stock units fully vest on January 16, 2011 (the third anniversary of the grant date) unless forfeited earlier due to termination of employment for cause.

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