Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

OMB Number: 3235-0287
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

O'Maley, David B.

2. Issuer Name and Ticker or Trading Symbol
U.S. Bancorp (USB)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

Ohio National Financial Services
One Financial Way

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
2/25/03

(Street)

Cincinnati, OH 45242

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

2/25/03

 

M

 

18,000

A

$7.0833

98,160

D

 

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Restricted Stock Units

1-for1

 

 

 

 

 

 (1)

 (1)

Common Stock

2,521

 

2,521(2)

D

 

Deferred Compensation Plan Participation

1-for-1

 

 

 

 

 

 

 (3)

 (3)

Common Stock

4,658.37

 

4,658.37(4)

D

 

Non-Employee Director Stock Option (Right to Buy)

$7.0833

2/25/03

 

M

 

 

18,000

 (5)

4/07/06

Common Stock

18,000

 

0

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.64

 

 

 

 

 

 

12/17/12

Common Stock

7,200

 

7,200

D

 

Non-Employee Director Stock Option (Right to Buy)

$18.95

 

 

 

 

 

 

10/01/12

Common Stock

575

 

575

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.18

 

 

 

 

 

 

 

7/01/12

Common Stock

1,825

 

1,825

D

 

Non-Employee Director Stock Option (Right to Buy)

$22.16

 

 

 

 

 

 

 

4/01/12

Common Stock

1,025

 

1,025

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.78

 

 

 

 

 

 

 

1/02/12

Common Stock

2,000

 

2,000

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.78

 

 

 

 

 

 

 

1/02/12

Common Stock

9,150

 

9,150

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.78

 

 

 

 

 

 

 

1/02/12

Common Stock

8,600

 

8,600

D

 

Non-Employee Director Stock Option (Right to Buy)

$22.02

 

 

 

 

 

 

 

10/01/11

Common Stock

1,625

 

1,625

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.31

 

 

 

 

 

 

 

7/02/11

Common Stock

1,125

 

1,125

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.20

 

 

 

 

 

 

 

4/02/11

Common Stock

2,150

 

2,150

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.34

 

 

 

 

 

 

 

2/27/11

Common Stock

6,100

 

6,100

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.4375

 

 

 

 

 

 

 

1/02/11

Common Stock

8,800

 

8,800

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.4375

 

 

 

 

 

 

 

1/02/11

Common Stock

1,325

 

1,325

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.6875

 

 

 

 

 

 

 

12/12/10

Common Stock

8,900

 

8,900

D

 

Non-Employee Director Stock Option (Right to Buy)

$22.5625

 

 

 

 

 

 

 

10/02/10

Common Stock

275

 

275

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.875

 

 

 

 

 

 

 

7/03/10

Common Stock

250

 

250

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.375

 

 

 

 

 

 

 

4/03/10

Common Stock

875

 

875

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.9375

 

 

 

 

 

 

 

1/03/10

Common Stock

6,150

 

6,150

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.375

 

 

 

 

 

 

 

12/14/09

Common Stock

6,900

 

6,900

D

 

Non-Employee Director Stock Option (Right to Buy)

$25.625

 

 

 

 

 

 

 

10/01/09

Common Stock

375

 

375

D

 

Non-Employee Director Stock Option (Right to Buy)

$28.00

 

 

 

 

 

 

 

7/01/09

Common Stock

1,100

 

1,100

D

 

Non-Employee Director Stock Option (Right to Buy)

$28.00

 

 

 

 

 

 

 

7/01/09

Common Stock

3,300

 

3,300

D

 

Non-Employee Director Stock Option (Right to Buy)

$29.4167

 

 

 

 

 

 

 

3/09/09

Common Stock

10,800

 

10,800

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.00

 

 

 

 

 

 

 

4/14/08

Common Stock

18,000

 

18,000

D

 

Non-Employee Director Stock Option (Right to Buy)

$13.7917

 

 

 

 

 

 

 

4/06/07

Common Stock

18,000

 

18,000

D

 

Explanation of Responses:

(1) The restricted stock units vest in four equal annual installments beginning on December 17, 2003. Vested units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy.
(2) Includes restricted stock units acquired in January pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award. The reinvested units are fully vested and are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy.
(3) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's directorship with U.S. Bancorp.
(4) Includes additional amounts acquired in January pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.
(5) The option vested in four equal annual installments beginning on April 9, 1997.

  By: /s/ By Lee R. Mitau
             For David B. O'Maley
**Signature of Reporting Person
2/26/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 


POWER OF ATTORNEY

	This statement confirms that I have authorized and designated
Lee R. Mitau, Laura F. Bednarski and Tracy J. Knewtson, and each of
them, as my attorney-in-fact to execute and file on my behalf all Forms
3, 4 and 5 (including any amendments) that I may be required to file
with the Securities and Exchange Commission as a result of my ownership
of or transactions in securities of U.S. Bancorp.  Their authority
under Statement shall continue until I am no longer required to file
Forms 4 and 5 with regard to my ownership of or transactions in
securities of U.S. Bancorp, unless I revoke it earlier writing.  I
acknowledge that they are not assuming any of my responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


Dated:  8-29-02


				/s/David B. O'Maley
				Signature


				David B. O'Maley
				Printed Name