US BANCORP /OR/
S-4 POS, 1997-01-21
NATIONAL COMMERCIAL BANKS
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                                                    Registration No. 333-16147

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 -------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                   TO FORM S-4

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 -------------

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

    OREGON                           6711                93-0571730
(State or other               (Primary Standard             I.R.S.
jurisdiction of                   Industrial               Employer
incorporation or              Classification Code)    Identification No.
organization)                                                

                              111 S.W. FIFTH AVENUE
                             PORTLAND, OREGON 97204
                                 (503) 275-6111
              (Address, including zip code, and telephone number
                including area code, of registrant's principal
                               executive offices)

                          --------------------------

                                 DWIGHT V. BOARD
                                  U. S. BANCORP
                              111 S.W. Fifth Avenue
                             Portland, Oregon 97204
                                 (503) 275-3706
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                          --------------------------

                                   Copies to:

JOHN J. DeMOTT, ESQ.                      JAMES R. KRUSE
Miller, Nash, Wiener,                     Kruse, Landa & Maycocky L.L.C.
 Hager & Carlsen LLP                      Eighth Floor, Bank One
111 S.W. Fifth, Ave., Ste. 3500            Tower
Portland, Oregon  97204                   50 West Broadway (300
                                           South)
                                          Salt Lake City, Utah
                                           84101

                          --------------------------

                                 DEREGISTRATION


<PAGE>


                                  DEREGISTRATION

            The number of shares of common stock, $5 par value, of U. S. Bancorp
registered was 400,635  shares,  of which 400,466  shares have been issued.  The
Registration Statement is hereby amended to remove the 169 remaining shares from
registration.

                                    SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has  duly  caused  this  Post-Effective  Amendment  to  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  state  of  Oregon,  on the  17th day of
January, 1997.

                                    U. S. BANCORP
                                    (Registrant)

                                       By: DWIGHT V. BOARD
                                       Dwight V. Board
                                       Executive Vice President

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
Post-Effective  Amendment  to  Registration  Statement  has been  signed  by the
following persons in the capacities indicated on the 17th day of January, 1997.

            Signature                                 Title

1.  Principal Executive Officer                 Chairman of the Board,
    and Director:                         Chief Executive Officer
            GERRY B. CAMERON*                   and President, and
            Gerry B. Cameron                    Director

2.  Principal Financial and               Executive Vice President
    Accounting Officer:                   and Chief Financial Officer

            STEVEN P. ERWIN*
            Steven P. Erwin

3.  A Majority of the Board
    of Directors:
            Harry Bettis*
            Franklin G. Drake*
            Robert L. Dryden*
            John B. Fery*
            Joshua Green III*
            Daniel R. Nelson*
            Allen T. Noble*
            Paul A. Redmond*
            N. Stewart Rogers*
            Benjamin R. Whiteley*


*By   DWIGHT V. BOARD
      Dwight V. Board,
      Attorney-in-fact

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