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


                                     FORM 10-K/A

                                   AMENDMENT NO. 1
                                          TO
                                    ANNUAL REPORT

                     For the fiscal year ended December 31, 1997


                            Commission file number 1-6880

                                     U.S. BANCORP
                (Exact name of registrant as specified in its charter)


                     DELAWARE                             41-0255900
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)              Identification No.)


                                   U.S. BANK PLACE,
                               601 SECOND AVENUE SOUTH,
                          MINNEAPOLIS, MINNESOTA 55402-4302
                (Address of principal executive offices and Zip Code)

                                     612-973-1111
                 (Registrant's telephone number, including area code)

                                   (NOT APPLICABLE)
                 (Former name, former address and former fiscal year,
                            if changed since last report)



U.S. Bancorp hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, to include as exhibits Restated Financial Data
Schedules for (i) the Nine Months Ended September 30, 1997, (ii) the Six Months
Ended June 30, 1997, (iii) the Three Months Ended March 31, 1997, (iv) the Year
Ended December 31, 1996, (v) the Nine Months Ended September 30, 1996, (vi) the
Six Months Ended June 30, 1996, (vii) the Three Months Ended March 31, 1996 and
(viii) the Year Ended December 31, 1995.  The Financial Data Schedules are
restated as the result of the Registrant's adoption of Statement of Financial
Accounting Standards  No. 128, "Earnings Per Share."

The Registrant hereby amends its Form 10-K to include the following additional
exhibits to Item 14(c) of Part IV thereof:

Exhibit 27.1 -- Restated Financial Data Schedule for the Nine Months Ended 
                September 30, 1997.
Exhibit 27.2 -- Restated Financial Data Schedule for the Six Months Ended 
                June 30, 1997.
Exhibit 27.3 -- Restated Financial Data Schedule for the Three Months Ended
                March 31, 1997.
Exhibit 27.4 -- Restated Financial Data Schedule for the Year Ended 
                December 31, 1996.
Exhibit 27.5 -- Restated Financial Data Schedule for the Nine Months Ended
                September 30, 1996.
Exhibit 27.6 -- Restated Financial Data Schedule for the Six Months Ended 
                June 30, 1996.
Exhibit 27.7 -- Restated Financial Data Schedule for the Three Months Ended
                March 31, 1996.
Exhibit 27.8 -- Restated Financial Data Schedule for the Year Ended 
                December 31, 1995.

                                      SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                       U.S. BANCORP


                   By: /s/ Susan E. Lester
                       ------------------------------------
                       Susan E. Lester
                       Executive Vice President and Chief Financial Officer
                       (Principal Financial Officer and Duly Authorized Officer)


DATE:  May 19, 1998


 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP SEPTEMBER 30, 1997, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 4,342,000 0 529,000 156,000 6,832,000 0 0 54,143,000 1,019,900 70,174,000 48,374,000 4,497,000 1,661,000 8,710,000 0 150,000 306,000 5,285,000 70,174,000 3,561,900 332,500 50,700 3,945,100 1,077,700 1,668,000 2,277,100 370,300 3,600 2,168,100 933,400 549,600 0 0 549,600 2.21 2.19 5.05 293,200 79,500 3,900 0 992,500 439,900 93,500 1,019,900 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP JUNE 30, 1997, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 4,299,000 0 2,024,000 176,000 6,112,000 760,000 773,000 54,158,000 999,400 71,675,000 50,812,000 4,586,000 1,461,000 7,583,000 0 150,000 315,000 5,388,000 71,675,000 2,350,800 226,700 35,500 2,613,000 715,400 1,101,200 1,511,800 185,300 3,600 1,165,000 946,500 597,200 0 0 597,200 2.42 2.39 5.07 318,100 86,000 3,900 0 992,500 247,300 65,400 999,400 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP MARCH 31, 1997, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 4,428,000 0 1,102,000 192,000 6,305,000 776,000 785,000 52,914,000 993,400 69,715,000 48,499,000 6,327,000 1,675,000 6,211,000 0 150,000 317,000 5,316,000 69,715,000 1,153,200 113,900 17,100 1,284,200 351,800 537,200 747,000 84,200 1,700 575,500 464,800 293,300 0 0 293,300 1.18 1.17 5.07 322,300 85,000 300 0 992,500 116,300 32,400 993,400 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP DECEMBER 31, 1996, 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 4,813,000 0 898,000 231,000 6,473,000 797,000 811,000 52,355,000 992,500 69,749,000 49,356,000 6,592,000 1,572,000 5,369,000 0 150,000 316,000 5,297,000 69,749,000 4,537,700 491,500 85,200 5,114,400 1,441,300 2,143,800 2,970,600 271,200 20,800 2,538,100 1,944,400 1,218,700 0 0 1,218,700 4.81 4.72 5.04 265,900 90,600 3,400 0 908,000 397,200 135,700 992,500 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP SEPTEMBER 30, 1996, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 5,102,000 0 1,134,000 207,000 6,743,000 825,000 836,000 51,792,000 987,400 70,056,000 49,571,000 7,179,000 1,677,000 5,069,000 0 237,000 320,000 5,411,000 70,056,000 3,370,300 372,900 68,000 3,811,200 1,078,700 1,602,800 2,208,400 195,700 20,300 1,951,200 1,483,800 926,600 0 0 926,600 3.64 3.58 5.03 271,200 85,100 5,500 0 908,000 293,000 102,700 987,400 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP JUNE 30, 1996, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 4,171,000 0 1,179,000 228,000 7,026,000 854,000 860,000 51,286,000 984,200 68,973,000 48,487,000 7,391,000 1,552,000 4,877,000 0 239,000 324,000 5,515,000 68,973,000 2,221,000 250,400 45,400 2,516,800 715,100 1,062,300 1,454,500 122,600 19,400 1,308,900 1,084,200 670,900 0 0 670,900 2.64 2.59 5.01 231,300 76,600 5,400 0 908,000 194,200 73,800 984,200 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP MARCH 31, 1996, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 4,065,000 0 1,281,000 291,000 7,300,000 835,000 848,000 50,299,000 972,200 68,129,000 47,573,000 7,573,000 1,648,000 4,858,000 0 246,000 322,000 5,400,000 68,129,000 1,100,300 125,600 23,100 1,249,000 356,800 533,400 715,600 61,100 18,000 705,600 480,200 289,700 0 0 289,700 1.15 1.13 4.97 216,500 74,700 800 0 908,000 87,300 31,300 972,200 0 0 0
 


9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE U.S. BANCORP DECEMBER 31, 1995, 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 4,253,000 0 771,000 366,000 6,423,000 865,000 886,000 49,345,000 908,000 65,668,000 45,779,000 7,984,000 1,450,000 4,583,000 0 253,000 312,000 4,777,000 65,668,000 4,373,400 480,100 67,300 4,920,800 1,416,700 2,098,100 2,822,700 239,100 3,000 2,475,900 1,421,000 897,100 0 0 897,100 3.56 3.48 5.10 236,500 68,800 11,100 0 862,300 326,000 130,900 908,000 0 0 0

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