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Form 3 US BANCORP \DE\ For: Aug 01 Filed by: JORDAHL MARK S

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August 8, 2016 4:24 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
JORDAHL MARK S
(Last) (First) (Middle)
800 NICOLLET MALL
(Street)
MINNEAPOLIS MN 55402
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2016 		3. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP
 5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value 110,489 (1)
D
 
Common Stock, $0.01 par value 5,716
I
By 401(k) plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 02/16/2020 Common Stock, $0.01 par value 18,007 23.86 D  
Employee Stock Option (Right to Buy)   (3) 02/15/2022 Common Stock, $0.01 par value 12,279 28.63 D  
Employee Stock Option (Right to Buy)   (4) 02/16/2021 Common Stock, $0.01 par value 14,075 28.7 D  
Employee Stock Option (Right to Buy)   (5) 01/16/2018 Common Stock, $0.01 par value 25,000 31.04 D  
Employee Stock Option (Right to Buy)   (6) 02/12/2018 Common Stock, $0.01 par value 134,672 32.7 D  
Employee Stock Option (Right to Buy)   (7) 04/18/2017 Common Stock, $0.01 par value 33,072 34.4 D  
Explanation of Responses:
1. This number includes 29,831 unested restricted stock units.
2. The option vested in four equal annual installments beginning on February 16, 2011.
3. The option vested in four equal annual installments beginning on February 15, 2013.
4. The option vested in four equal annual installments beginning on February 16, 2012.
5. The option vested in four equal annual installments beginning on January 16, 2009.
6. The option vested in four equal annual installments beginning on February 12, 2009.
7. The option vested in four equal annual installments beginning on April 18, 2008.
Remarks:
Exhibit 24- Power of Attorney
James L. Chosy for Mark S. Jordahl 08/08/2016
** Signature of Reporting Person Date
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).
** 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 James L. Chosy,
Laura F. Bednarski and Matthew B. Krush, 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 this 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 in 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:  July 19, 2016

/s/ Mark S. Jordahl

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