<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>prospectsup.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
                                           Filed pursuant to Rule No. 424(b)(3)
                                           File Number 333-72626


PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated December 3, 2001)

                                $1,483,179,000
                       US BANCORP[Registered Trademark]
      Contingent Zero-Coupon Accreting Redeemable Securities(SM) (CZARS)(SM)
                      (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 January 17, 2002.


<PAGE>


         The table of selling securityholders contained in the prospectus is
hereby amended to add the entities who are named below as selling
securityholders and update other information regarding the selling
securityholders:

<TABLE>
<CAPTION>

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

BNP Paribas                          $157,500,000              10.6%               3,802,522                *
Credit Suisse Asset Management         $1,000,000                *                    24,143                *
All other holders of CZARS or
   future transferees,
   pledgees, donees,
   assignees or successors of
   any holders(3)(4)                  $10,070,000                *                   243,120                *


<FN>
*     Less than one percent (1%).
(1)   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.
(2)   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.
(3)   Information about other selling securityholders will be set forth in
      prospectus supplements, if required.
(4)   Assumes that any other holders of CZARS, or any future pledgees, donees,
      assignees, transferees or successors of or from any other holders of
      CZARS, do not beneficially own any shares of common stock other than
      the common stock issuable upon conversion of the CZARS at the initial
      conversion rate.
</FN>
</TABLE>


</TEXT>
</DOCUMENT>