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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
U. S. BANCORP
(Exact name of issuer as specified in charter)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(Address of principal executive offices)
Issuer's telephone number, including area code: (503) 275-6111
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5 percent or more in the number
of shares outstanding:
1. Title of security: Common Stock, $5 par value
2. Number of shares outstanding before the change: 148,236,904
3. Number of shares outstanding after the change: 157,895,634(1)
4. Effective date of change: June 6, 1996
5. Method of change: Specify method: Merger
Give brief description of transaction: Merger of California Bancshares,
Inc. ("CBI") with and into U. S. Bancorp, pursuant to which each
outstanding share of CBI Common Stock was converted into 0.95 shares of
U. S. Bancorp Common Stock, with cash to be paid in lieu of fractional
shares.
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(1) Estimated subject to adjustments for fractional shares to be paid in cash.
Date: June 17, 1996 By /s/ Sheryl W. Dawson
Sheryl W. Dawson
Assistant Secretary
