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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

  Filed by the Registrant   þ
  Filed by a Party other than the Registrant   o
 
  Check the appropriate box:

  o   Preliminary Proxy Statement
  o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  o   Definitive Proxy Statement
  þ   Definitive Additional Materials
  o   Soliciting Material Pursuant to §240.14a-12

U.S. BANCORP
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  þ   No fee required.
  o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

        1) Title of each class of securities to which transaction applies:

        2) Aggregate number of securities to which transaction applies:

        3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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        2) Form, Schedule or Registration Statement No.:

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        4) Date Filed:

SEC 1913 (02-02) Persons who are to 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.

 

EXPLANATORY NOTE
The registrant is making this filing to amend the presentation materials to be provided to certain of its stockholders that were filed as Exhibit 99.2 to the registrant’s Schedule 14A on March 22, 2006. Filed as Exhibit 99.1 hereto is the revised presentation, which updates the footnotes on pages 6, 7 and 8 containing peer bank references. The revised presentation materials will be provided to certain of the registrant’s stockholders. The previously filed version of the presentation materials was not used.
Exhibits
     99.1       Amended presentation materials to be provided to certain stockholders of the registrant.