<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>form_424b.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>

                                        Filed pursuant to Rule No. 424(b)(3)
                                        File Number 333-72626


PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated December 3, 2001)

                                $1,483,179,000
                               [GRAPHIC OMITTED]
      Contingent Zero-Coupon Accreting Redeemable SecuritiesSM (CZARSSM)
                      (Convertible Senior Notes) Due 2021
                                      and
                          Common Stock Issuable upon
                            Conversion of the CZARS


         This prospectus supplement supplements the prospectus dated December
3, 2001, as supplemented, of U.S. Bancorp relating to the sale by certain of
our securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of the selling securityholders'
interests) of up to $1,483,179,000 aggregate principal amount at maturity of
CZARS and the shares of common stock issuable upon conversion of the CZARS.
You should read this prospectus supplement in conjunction with the prospectus,
and this prospectus supplement is qualified by reference to the prospectus,
except to the extent that the information in this prospectus supplement
supersedes the information contained in the prospectus.

         Investing in the CZARS or shares of common stock involves risks that
are described in the "Risk Factors" section beginning on page 8 of the
prospectus.

         Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

         The date of this prospectus supplement is August 7, 2002.


<PAGE>


         On August 6, 2002, we repurchased $1,407,284,000 aggregate principal
amount at maturity of CZARS, submitted to us by holders in accordance with
the terms of the indenture governing the CZARS.  $75,895,000 aggregate
principal amount at maturity of CZARS remain outstanding.

         The table of selling securityholders contained in the prospectus is
hereby amended to add the entity named below as a selling securityholder:

<TABLE>
<CAPTION>
                                                                                  Number of
                                                                                  Shares of
                                 Aggregate Principal        Percentage          Common Stock         Percentage of
                                Amount at Maturity of        of CZARS            That May be         Common Stock
Name(1)                         CZARS That May be Sold      Outstanding            Sold(2)          Outstanding(3)
-----------------------------   ----------------------      -----------        ---------------      --------------
<S>                                 <C>                       <C>                <C>                   <C>

SanPaolo WM Luxembourg S.A.            $200,000                  *                  4,828                  *

<FN>
*   Less than one percent (1%).
(1) Information about other selling securityholders will be set forth in
    prospectus supplements, if required.
(2) Assumes conversion of all of the holder's CZARS at a conversion rate of
    24.1430 shares of common stock per $1,000 principal amount at maturity
    of the CZARS. This conversion rate is subject to adjustment, however, as
    described under "Description of the CZARS--Conversion rights" in the
    attached prospectus. As a result, the number of shares of common stock
    issuable upon conversion of the CZARS may increase or decrease in the
    future.
(3) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using
    1,969,001,279 shares of common stock outstanding as of September 30,
    2001. In calculating this amount for each holder, we treated as
    outstanding the number of shares of common stock issuable upon
    conversion of all of that holder's CZARS, but we did not assume
    conversion of any other holder's CZARS.
</FN>
</TABLE>


</TEXT>
</DOCUMENT>