US BANCORP \DE\, S-3D, 1997-08-01

US BANCORP \DE\
S-3D, 1997-08-01
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on August 1, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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U.S. BANCORP
(formerly known as First Bank System, Inc.)
(Exact name of registrant as specified in its charter)

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

First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(612) 973-1111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Lee R. Mitau, Esq. Copy to:
U.S. Bancorp Patrick F. Courtemanche, Esq.
First Bank Place Dorsey & Whitney LLP
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402
(612) 973-1111 (612) 340-5653

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /

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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price Fee
---------------- ---------- ---------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock
($1.25 par value) 2,000,000 shares $87.00 $174,000,000 $52,728

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</TABLE>

* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
July 25, 1997, as reported on the New York Stock Exchange.

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Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also constitutes Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 (File No. 333-02983) relating
to 1,000,000 shares of the registrant's Common Stock, and the Prospectus
included herein is a combined prospectus which also relates to Registration
Statement No. 333-02983. A total of 1,000,000 shares of the registrant's
Common Stock are being carried forward, and a filing fee of $20,711.38 was
previously paid with respect to such shares upon filing Registration
Statement No. 333-02983.

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PROSPECTUS

[LOGO]

U.S. BANCORP

AUTOMATIC DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN

The Automatic Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
of U.S. Bancorp ("USB") provides certain holders of record of shares of common
stock, $1.25 par value, of USB ("USB Common Stock") with a simple and convenient
method of investing cash dividends and optional cash payments in additional
shares of USB Common Stock without payment of any brokerage commission or
service charge. The price of shares of USB Common Stock purchased with
automatically reinvested dividends or with optional cash payments will be 100%
of the average price (as described in Paragraph 11 below). In addition, brokers
and nominees may reinvest dividends on behalf of beneficial owners by means of
the Broker and Nominee Authorization Form described below. Those holders of USB
Common Stock who do not participate in the Plan will receive cash dividends, as
declared, in the usual manner.

A Participant in the Plan may obtain additional shares of USB Common Stock by:

-- reinvesting dividends on all shares registered in the name of the
Participant;

-- reinvesting dividends on part of the shares registered in the name of the
Participant (while continuing to receive cash dividends on his or her
remaining shares); or

-- making optional cash payments of not less than $25 per month up to a
total of $60,000 per calendar year, whether or not dividends on shares
registered in the name of the Participant are being reinvested.

This Prospectus relates to 3,000,000 shares of USB Common Stock registered for
sale under the Plan. Participants should retain this Prospectus for future
reference.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE NOR HAS THE COMMISSION OR ANY STATE PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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The date of this Prospectus is August 1, 1997.
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The principal executive office of USB is located at 601 Second Avenue South,
Minneapolis, Minnesota 55402 and its telephone number is (612) 973-1111. The
mailing address of USB is P.O. Box 522, Minneapolis, Minnesota 55480.

AVAILABLE INFORMATION

USB is subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by USB
can be inspected and copied at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional
Offices at Seven World Trade Center, New York, New York 10007; and 500 West
Madison, 14th Floor, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, USB
Common Stock is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning USB can also be inspected at the
offices of such Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents of USB (formerly known as First Bank System, Inc.)
filed with the Commission are hereby incorporated by reference in this
Prospectus:

(a) The annual report on Form 10-K of First Bank System, Inc. for the fiscal
year ended December 31, 1996.

(b) The quarterly report on Form 10-Q of First Bank System, Inc. for the
quarter ended March 31, 1997.

(d) The description of USB Common Stock contained in Item 1 of USB's
registration statement on Form 8-A dated March 19, 1984, as amended in its
entirety by that Form 8 Amendment dated February 26, 1993, and that Form 8-A/A-2
dated October 6, 1994, and any amendment or reports filed for the purpose of
updating such description filed subsequent to the date of this Prospectus and
prior to the termination of the offering of USB Common Stock described herein.

All documents filed by USB pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the filing of
this Prospectus and prior to the termination of the offering of the USB Common
Stock shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document all or part of which is incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

2
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USB will provide, without charge to any person to whom this Prospectus is
delivered, upon the written or oral request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such copies should be directed to
Investor Relations Department, U.S. Bancorp, P.O. Box 522, Minneapolis,
Minnesota 55480, telephone number (612) 973-2263.

THE PLAN
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The Plan was adopted by the Board of Directors of USB on September 20, 1972.
Certain amendments were made to the Plan on August 15, 1984, January 20, 1988,
March 8, 1990, February 17, 1993, April 17, 1996 and July 16, 1997. The text of
the Plan is as follows:

PURPOSE
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1. WHAT IS THE PURPOSE OF THE PLAN?

The Plan provides eligible holders of record of USB Common Stock with a
simple and convenient way to invest cash dividends and optional cash payments in
additional shares of USB Common Stock, without payment of any brokerage
commission or service charge, except for the transaction fee for Automatic
Monthly Deductions. To the extent such shares are purchased from USB, USB will
receive additional funds for general corporate purposes, including investments
in, or extensions of credit to, its banking or nonbanking subsidiaries. The Plan
offers eligible stockholders an opportunity to invest conveniently for long-term
growth. The Plan is not intended to provide holders of USB Common Stock with a
mechanism for generating assured short-term profits through rapid turnover of
shares. USB accordingly reserves the right to modify, suspend or terminate
participation by certain eligible holders in the Plan in order to eliminate such
practices.

ADVANTAGES
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2. WHAT ARE THE ADVANTAGES OF THE PLAN?

An eligible stockholder of record who wishes to participate in the Plan (a
"Participant") may (a) have cash dividends on all shares registered in the name
of such Participant automatically reinvested in USB Common Stock or (b) have
cash dividends on part of such shares automatically reinvested or (c) whether or
not he or she has elected to have dividends on any such shares automatically
reinvested, invest in additional shares of USB Common Stock by making optional
cash purchases of not less than $25 per month up to a maximum of $60,000 per
calendar year. No commission or service charge is paid by a Participant in
connection with purchases under the Plan. Full investment of funds is possible
under the Plan because fractions of shares, as well as whole shares, will be
credited to a Participant's account. Dividends with respect to such fractions of
shares, as well as whole shares, will be reinvested in additional shares and
such shares credited to a Participant's account. A Participant can avoid the
need for safekeeping of certificates for shares credited to his or her account
under the Plan through the free custodial service described in paragraph 20
below. Regular statements of account will provide simplified recordkeeping.

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ADMINISTRATION
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3. WHO ADMINISTERS THE PLAN?

First Chicago Trust Company of New York ("FCT"), as Plan Administrator,
administers the Plan, keeps records, sends statements of account to Participants
and performs other duties relating to the Plan. Shares of USB Common Stock
purchased or deposited under the Plan ("Plan Shares") will be registered in the
name of FCT (or its nominee), as agent for each Participant in the Plan, and
will be credited to the accounts of the respective Participants. As record
holder of the Plan Shares held in Participants' accounts under the Plan, FCT
will receive dividends on all Plan Shares held on the dividend record date, will
credit such dividends to Participants' accounts on the basis of full and
fractional shares held in these accounts, and will automatically reinvest such
dividends in additional shares of USB Common Stock.

PARTICIPATION
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4. WHO IS ELIGIBLE TO PARTICIPATE?

All stockholders of record of USB Common Stock are eligible to participate
in the Plan. USB reserves the right to decline to make the Plan available to any
stockholder whose address of record is outside the United States. If USB Common
Stock is currently registered in a stockholder's own name, the stockholder may
participate directly in the Plan. A beneficial owner whose shares are registered
in a name other than his or her own (for example, in the name of a broker or
bank nominee) must either become a stockholder of record by having such shares
transferred into his or her own name or make arrangements with his or her broker
or bank to participate on his or her behalf. USB has made arrangements with FCT
to facilitate reinvestment of dividends under the Plan by record holders such as
brokers and bank nominees, on a per-dividend basis, on behalf of beneficial
owners.

5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?

Any eligible holder of USB Common Stock may join the Plan by completing and
signing the Enrollment Authorization Form accompanying this Prospectus and
returning it to FCT. A postage-paid envelope is provided for this purpose.
Additional Enrollment Authorization Forms may be obtained at any time by written
request to FCT at the address given in paragraph 35 below.

A broker or nominee may participate in the Plan on behalf of beneficial
owners by signing and returning either the Enrollment Authorization Form or the
Broker and Nominee Authorization Form (the "B & N Form").

6. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN?

An eligible holder of USB Common Stock may join the Plan at any time. Once
in the Plan, such stockholder will remain a Participant until such stockholder
discontinues participation.

If an Enrollment Authorization Form requesting reinvestment of dividends is
received by FCT on or before the record date established for a particular
dividend, reinvestment will commence with that dividend. The record date is
usually set within a week of the first day of the last month of the quarter, but
will vary from quarter to quarter. Dividend payment dates usually occur in the
months of March, June, September and December. The payment dates are usually set
for the middle of the month, but the actual payment date will vary from quarter
to quarter.

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If an Enrollment Authorization Form is received from a stockholder after the
record date established for a particular dividend, the reinvestment of dividends
will begin on the dividend payment date following the next record date if such
stockholder is still a holder of record. (See paragraphs 13 through 17 for
information concerning optional cash payments.)

7. WHAT DO THE ENROLLMENT AUTHORIZATION FORM AND THE B & N FORM PROVIDE?

The Enrollment Authorization Form provides for the purchase of additional
shares of USB Common Stock through the following investment options:

If "Full Dividend Reinvestment" is elected, the Enrollment Authorization
Form directs FCT to apply all the cash dividends on all the shares then or
subsequently registered in a Participant's name, together with any optional cash
payments, toward the purchase of additional USB Common Stock.

If "Partial Dividend Reinvestment" is elected, FCT will apply all the cash
dividends on only the number of shares that are specified on the Enrollment
Authorization Form, together with any optional cash payments, toward the
purchase of additional USB Common Stock.

If "Optional Cash Payments Only" is elected, the Participant will continue
to receive cash dividends on shares registered in his or her name in the usual
manner, and FCT will apply such optional cash payments received toward the
purchase of additional USB Common Stock.

The Enrollment Authorization Form further directs FCT to reinvest
automatically any subsequent dividends on Plan Shares held in the Participant's
Plan account. Under the Plan, dividends will be reinvested on a cumulative basis
on the shares designated on the Enrollment Authorization Form and on all Plan
Shares held in the Plan account, until a Participant specifies otherwise or
withdraws from the Plan altogether, or until the Plan is terminated.

The B & N Form (for brokers and nominees) provides a means whereby a broker
or nominee may inform FCT each time USB declares a cash dividend of the names of
participating beneficial owners and specify as to each beneficial owner the
number of shares of USB Common Stock with respect to which the dividend is to be
reinvested. The B & N Form, therefore, unlike the Enrollment Authorization Form,
contemplates new instructions to FCT each time a dividend is declared. FCT, on
the dividend payment date, will reinvest the dividend payable with respect to
the number of shares specified in the instructions provided by the broker or
nominee for each identified beneficial owner in as many whole shares of USB
Common Stock as can be purchased in accordance with the Plan. As soon as
practicable following the dividend payment date, FCT will transmit to the broker
or nominee information with respect to each beneficial owner for whom the broker
or nominee has requested dividend reinvestment showing as to each such
beneficial owner: (a) the number of shares specified for reinvestment of the
dividend, (b) the total dividend paid with respect to such shares, (c) the
number of whole shares purchased, (d) the total cost of the shares purchased,
(e) the amount of the total dividend not reinvested, (f) the aggregate fair
market value of the shares purchased and (g) the total dividend reportable for
federal income tax purposes. Accompanying such information will be a share
certificate, registered in the name of the broker or nominee, for the total
number of shares purchased for each of such beneficial owners, and a check for
the aggregate amount of the dividend not reinvested for such beneficial owners.

The B & N Form and appropriate instructions must be received by FCT not
later than the THIRD business day following the record date for such dividend or
no dividends will be reinvested based on such B & N Form.

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8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?

A Participant may change an investment option by requesting a new Enrollment
Authorization Form and returning it to FCT at the address given in paragraph 35.

PURCHASES
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9. WHAT IS THE SOURCE OF USB COMMON STOCK PURCHASED UNDER THE PLAN?

Plan Shares will be purchased, at USB's discretion, either directly from USB
or on the open market, or by combination of the foregoing. Shares purchased from
USB will be either authorized but unissued shares or shares held in the treasury
of USB.

10. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?

Purchases made directly from USB will be made on the relevant Investment
Date (as defined in the next paragraph). Purchases on the open market will begin
on the Investment Date and will be completed no later than 30 days from such
date except where completion at a later date is necessary or advisable under any
applicable federal securities laws. Such purchases may be made on any securities
exchange where such shares are traded, in the over-the-counter market or by
negotiated transactions and may be subject to such terms with respect to price,
delivery and other terms as FCT may agree to. Neither USB nor any Participant
shall have any authority or power to direct the time or price at which shares
may be purchased, or the selection of the broker or dealer through or from whom
purchases are to be made. Participants become owners of shares purchased under
the Plan as of the date of purchase.

The Investment Date in any month in which a dividend is paid is the dividend
payment date and in any other month will be the 12th day of such month. If,
however, the Investment Date falls on a date when the New York Stock Exchange is
closed, the first succeeding day on which the New York Stock
Exchange is open will be the Investment Date.

11. WHAT WILL BE THE PRICE TO THE PARTICIPANT OF SHARES PURCHASED UNDER THE
PLAN?

The price to the Participant of shares purchased under the Plan with
reinvested dividends or with optional cash payments will be 100% of the average
price. In the case of purchases from USB of authorized but unissued or treasury
shares of USB Common Stock, the average price is determined by averaging the
high and low sales prices of USB Common Stock as reported on the New York Stock
Exchange-Composite Transactions on the relevant Investment Date. If no trading
in USB Common Stock occurs on the New York Stock Exchange on the relevant
Investment Date, the purchase price per share will be determined by averaging
the high and low sales prices per share on the trading day immediately preceding
the Investment Date and the trading day immediately following the Investment
Date.

In the case of purchases of USB Common Stock on the open market, the average
price will be the weighted average purchase price of shares purchased for the
relevant Investment Date.

12. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED?

A Participant's account in the Plan will be credited with that number of
shares, including fractions computed to three decimal places, equal to the total
dollar amount to be invested by such Participant divided by the purchase price
per share.

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OPTIONAL CASH PAYMENTS
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13. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK?

All eligible stockholders of record (except for brokers and nominees) who
have submitted a signed Enrollment Authorization Form are eligible to make
optional cash payments at any time. FCT will apply any optional cash payment
received from a Participant before an Investment Date to the purchase of USB
Common Stock for the account of the Participant on such Investment Date if such
USB Common Stock is purchased from USB and as soon as practicable (as explained
in paragraph 10 above) after such Investment Date if such USB Common Stock is
purchased on the open market.

Brokers or nominees participating on behalf of beneficial owners cannot
utilize the optional cash payment provision of the Plan. Therefore, if shares of
USB Common Stock are held by a broker or nominee and the owner of such shares
wishes to participate in the optional cash payment feature of the Plan, such
owner must become a stockholder of record by having all or a part of such shares
transferred to such owner's name.

14. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?

An initial optional cash payment may be made by a Participant when joining
the Plan by enclosing a check or money order, payable to "First Chicago Trust
Company--U.S. Bancorp" with the Enrollment Authorization Form. Thereafter,
optional cash payments may be made by use of a cash payment form which will be
attached to each Participant's statement of account. A Participant may also make
optional cash payments on a regular basis by automatic monthly deductions of a
specified amount from the Participant's checking or savings account. See
paragraph 17 below for additional information.

15. WHAT ARE THE LIMITATIONS ON THE AMOUNT OF OPTIONAL CASH PAYMENTS?

The same amount of optional cash payment need not be made each month and
there is no obligation to make an optional cash payment in any month. No
optional cash payment by a Participant shall be in an amount less than $25 per
month nor may optional cash payments total more than $60,000 per calendar year.
A calendar year is the twelve-month period ending on the last day of December in
any year.

16. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT?

Optional cash payments received by FCT will be returned to a Participant
upon telephone or written request by such Participant received at least two
business days prior to the Investment Date.

AUTOMATIC MONTHLY DEDUCTIONS
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17. WHAT IS THE AUTOMATIC MONTHLY DEDUCTION FEATURE OF THE PLAN AND HOW DOES IT
WORK?

Participants may make optional cash payments of not less than $25 per
payment nor more than a total of $60,000 during a calendar year by means of a
monthly automatic funds transfer ("Automatic Monthly Deductions") from a
predesignated account with a United States financial institution. A $1
transaction fee will be subtracted from the amount drawn from the Participant's
bank account prior to each investment.

To initiate Automatic Monthly Deductions, a person must already be a
Participant in the Plan and must complete and sign an Authorization Form for
Automatic Deductions ("Authorization Form") and return it to FCT together with a
voided blank check or savings account deposit slip for the account from

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which funds are to be drawn. Authorization Forms may be obtained from FCT. Forms
will be processed and will become effective as promptly as practicable following
receipt; however, a Participant should allow four to six weeks for the
Participant's first investment to be initiated.

Once Automatic Monthly Deductions are initiated, funds will be drawn from
the Participant's designated financial institution account on the third business
day preceding the Investment Date of each month and will be invested in USB
Common Stock as of that Investment Date.

A Participant may change Automatic Monthly Deductions by completing and
submitting to FCT a new Authorization Form. A participant may terminate
Automatic Monthly Deductions by written notice to FCT. If a Participant closes
or changes a bank account, a new Authorization Form must be completed. To be
effective with respect to a particular Investment Date, however, the new
Authorization Form must be received by FCT at least six business days preceding
that Investment Date.

COSTS
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18. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN?

A Participant will incur no brokerage commissions or service charges for
purchases made under the Plan, except for the transaction fee for Automatic
Monthly Deductions. Any brokerage commission, service fee or transfer tax in
connection with a sale by FCT of all or a part of the shares held for a
Participant under the Plan will be charged to such Participant. See paragraph 30
below for additional information. All costs of administration of the Plan and
brokerage commissions or service fees incurred in connection with the purchase
of the shares will be paid by USB.

REPORTS TO PARTICIPANTS
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19. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?

As soon as practicable after each purchase of shares on behalf of a
Participant, such Participant will receive a statement of account. These
statements are a record of the cost of purchase of shares under the Plan and
should be retained for tax purposes. In addition, each Participant will receive,
from time to time, copies of all communications sent to stockholders.

Each Participant will receive annually Internal Revenue Service information
(on Form 1099-DIV) for reporting dividend income received.

CERTIFICATES FOR SHARES
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20. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?

Plan Shares will be held by FCT in the name of FCT or its nominee. This
service protects against the loss, theft or destruction of the stock
certificates evidencing Plan Shares. However, certificates will be issued to any
Participant upon specific written or telephone request. The number of shares
purchased for a Participant's account under the Plan will be shown on such
Participant's statement of account.

Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time such Participant
entered the Plan. If the Participant wants to change the name in which the
account is maintained, the Participant must so indicate in a written request and
comply with any applicable transfer requirements. A Participant who wishes to
pledge shares credited to such Participant's Plan account must first withdraw
such shares from the account.

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<PAGE>
Certificates for shares purchased with dividends reinvested pursuant to
instructions received on B & N Forms will be delivered to the holder of record,
as described in paragraph 7 above.

SAFEKEEPING SERVICE
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21. HOW MAY STOCK CERTIFICATES BE DEPOSITED WITH PLAN SHARES?

A Participant may deposit with FCT any USB Common Stock certificates now or
hereafter registered in his or her name for credit under the Plan. There is no
charge for this custodial service and, by making the deposit, a Participant will
be relieved of the responsibility for loss, theft or destruction of the
certificate.

Certificates sent to FCT should not be endorsed. FCT provides insurance
coverage on certificates mailed by Participants for safekeeping in Plan accounts
in certain instances as described below. To be eligible for certificate mailing
insurance, certificates must be mailed in brown, pre-addressed return envelopes
supplied by FCT. Certificates mailed in this manner are insured for up to
$25,000 current market value provided they are mailed first class. FCT will
promptly send the Participant a statement confirming each deposit of
certificates. FCT must be notified of any lost certificate claim within thirty
(30) calendar days of the date the certificates were mailed. To submit a claim,
a stockholder must be a current Participant or the stockholder's loss must be
incurred in connection with becoming a Participant. In the latter case, the
claimant must enroll in the Plan at the time the insurance claim is processed.
The maximum insurance protection provided is $25,000 and coverage is available
only when the certificate(s) are sent to FCT in accordance with the guidelines
described above.

Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of such shares from
the time the stockholder mails the certificates until such time as replacement
can be effected.

If a participant does not use the brown pre-addressed envelope provided by
FCT, certificates mailed should be insured for possible mail loss for 2% of the
market value (minimum of $20.00); this represents the Participant's replacement
cost if the certificates are lost.

WITHDRAWAL OF SHARES FROM PLAN ACCOUNTS
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22. HOW AND WHEN MAY SHARES BE WITHDRAWN FROM THE PLAN?

Plan Shares credited to a Participant's Plan account may be withdrawn by a
Participant by notifying FCT in writing or by telephone specifying the number of
whole shares to be withdrawn. Certificates for whole shares of USB Common Stock
so withdrawn will be issued to and registered in the name of the Participant. In
no case will certificates for fractional shares be issued.

23. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO BE REINVESTED?

If the Participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares withdrawn from a Participant's Plan account
will continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a Participant's name are being reinvested, FCT
will continue to reinvest dividends on only the number of shares specified by
the Participant on the Enrollment Authorization Form unless a new Enrollment
Authorization Form specifying a different number of shares is delivered. In the
case of either full or partial reinvestment, dividends on any whole or
fractional shares remaining in the Participant's Plan account will also continue
to be reinvested.

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SALE OR TRANSFER OF SHARES
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24. HOW AND WHEN MAY PLAN SHARES BE SOLD?

A Participant may request at any time, including upon withdrawal, the sale
of all or any whole shares held in his or her account under the Plan. Any such
request may be made by either writing to FCT or calling FCT at 1-800-446-2617.
FCT will make every effort to process all sale orders (written and telephone) on
the day it receives them, provided that instructions are received before 1:00
p.m. Eastern time on a business day when FCT and the relevant securities market
are open. The proceeds from such sale, less any related brokerage commissions, a
service fee and any other costs of sale, will be remitted to the Participant.
Each sale request will be processed and a check for the net proceeds will be
mailed as promptly as possible after FCT receives such sale request.

25. WILL DIVIDENDS CONTINUE TO BE REINVESTED IF THE PARTICIPANT SELLS OR
TRANSFERS SHARES OF USB COMMON STOCK REGISTERED IN HIS OR HER NAME?

If a Participant sells or transfers some or all of the shares of USB Common
Stock registered in his or her name, FCT will only reinvest dividends on the
shares which continue to be registered in the Participant's name up to the
number of shares authorized plus the Plan Shares held for his or her Plan
account until a written or telephone request for withdrawal from the Plan is
received from the Participant.

TERMINATION OF PARTICIPATION
- - --------------------------------------------------------------------------------

26. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?

A Participant may terminate participation in the Plan any time by notice in
writing or by telephone instructions to FCT as indicated in paragraph 35. As
soon as practicable following termination, FCT will send the Participant a
certificate for the whole shares in the Participant's Plan account. If the
Participant so requests, FCT will sell all or a portion of such shares and remit
the proceeds, less any related brokerage commissions, a service fee and any
other costs of sale. If the request to terminate is received by FCT on or after
the record date for a dividend payment, FCT, in its sole discretion, may either
pay any such dividend in cash or reinvest it in USB Common Stock on behalf of
the terminating Participant. If such dividend is reinvested, FCT may sell the
shares purchased and remit the proceeds to the Participant less any related
brokerage commissions, any service fee and any other costs of sale. Any optional
cash payments which had been sent to FCT prior to the request to terminate will
also be invested unless return of the amount is expressly requested in the
request for termination and such request is received at least two business days
prior to the relevant Investment Date. In every case of termination, the
Participant's interest in a fractional share will be paid in cash based on the
then current market price of USB Common Stock, less any related brokerage
commissions, any service fee and any other costs of sale. FCT, at its
discretion, may terminate any Plan account which contains only a fraction of a
share by paying the account holder the dollar value of such fractional share,
less any related brokerage commissions, any service fee and any other costs of
sale.

After termination, dividends will be paid to the stockholder in cash unless
and until the stockholder rejoins the Plan, which he or she may do at any time
by requesting an Enrollment Authorization Form from FCT.

10
<PAGE>
RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS
- - --------------------------------------------------------------------------------

27. IF USB HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?

Participation in any rights offering will be based upon both shares of USB
Common Stock registered in a Participant's name and any whole Plan Shares
credited to such Participant's Plan account.

28. WHAT HAPPENS IF USB ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES A STOCK
SPLIT?

Any stock dividends or split shares payable in USB Common Stock on both
shares registered in the Participant's name and Plan Shares held for the
Participant by FCT may be credited pro rata to each Participant's Plan account
in the sole discretion of USB.

VOTING RIGHTS
- - --------------------------------------------------------------------------------

29. HOW WILL FCT VOTE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT IN THE PLAN AT
STOCKHOLDERS' MEETINGS?

For each meeting of stockholders, a Participant will receive proxy material
that will enable the Participant to vote both the shares registered in the
Participant's name directly and whole shares credited to the Participant's Plan
account. If a Participant elects, he or she may vote his or her shares,
including all whole Plan Shares held for his or her account under the Plan, in
person at the stockholders' meeting.

INCOME TAX CONSEQUENCES
- - --------------------------------------------------------------------------------

30. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?

REINVESTED DIVIDENDS. In the case of reinvested dividends, when FCT
acquires shares for a Participant's Plan account directly from USB, the
Participant must include in gross income a dividend equal to the number of
shares purchased with the Participant's reinvested dividends multiplied by the
fair market value of USB Common Stock on the relevant dividend payment date. The
Participant's basis in those shares will also equal the fair market value of the
shares on the relevant dividend payment date.

Alternatively, when FCT purchases USB Common Stock for a Participant's Plan
account on the open market with reinvested dividends, a Participant must include
in gross income a dividend equal to the actual purchase price to FCT of the
shares plus that portion of any brokerage commissions paid by USB which are
attributable to the purchase of the Participant's shares. The Participant's
basis in Plan Shares held for his or her account will be equal to their purchase
price plus allocable brokerage commissions.

OPTIONAL CASH PAYMENTS. In the case of shares purchased on the open market
with optional cash investments, stockholders will be in receipt of a dividend to
be included in gross income to the extent of any brokerage commissions paid by
USB. The Participant's basis in the shares acquired with optional investments
will be the cost of the shares to FCT plus an allocable share of any brokerage
commissions paid by USB and any transactional fees paid by the Participant.

ADDITIONAL INFORMATION. The holding period for the Plan Shares will begin
the day after the date the shares are acquired. In general, the corporate
dividends-received deduction has been reduced to 70% and may be further reduced.
Corporate stockholders also should be aware that the Internal Revenue Code of
1986, as amended, limits the availability of the dividends-received deduction
under various special rules, including the situation where a holder of stock
incurs indebtedness directly attributable to such stock. For further information
on a corporate stockholder's eligibility for the dividends-received deduction,
Participants should consult with their own tax advisors.

11
<PAGE>
A Participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan,
either upon a request for such certificates or upon withdrawal from or
termination of the Plan. However, a Participant who receives, upon withdrawal
from or termination of the Plan, a cash payment for the sale of Plan Shares held
for such Participant's account under the Plan or for a fractional share then
held in his or her Plan account will realize gain or loss measured by the
difference between the amount of the cash received and the Participant's basis
in such shares or fractional share. If, as usually is the case, the Common Stock
is a capital asset in the hands of a Participant, such gain will be short-term
or long-term capital gain, depending upon whether the holding period for such
shares is more or less than one year. For further information as to tax
consequences of participation in the Plan, Participants should consult with
their own tax advisors.

RESPONSIBILITY OF USB AND FCT
- - --------------------------------------------------------------------------------

31. WHAT ARE THE RESPONSIBILITIES OF USB AND FCT UNDER THE PLAN?

Neither USB, nor FCT, as Plan Administrator, will be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's Plan account upon such Participant's death, the prices at which
shares are purchased or sold for the Participant's Plan account, the times when
purchases or sales are made or fluctuations in the market value of USB Common
Stock.

32. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN USB COMMON STOCK?

A Participant's investment in shares held in a Plan account is no different
than an investment in directly-held shares. The Participant bears the risk of
loss and the benefits of gain from market price changes with respect to all
shares.

Neither USB nor FCT can guarantee the value of a Participant's investment in
shares purchased under the Plan at any particular time. The Participant should
recognize that neither USB nor FCT can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.

SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
- - --------------------------------------------------------------------------------

33. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?

While the Plan is intended to continue indefinitely, USB reserves the right
to suspend or terminate the Plan at any time, including during the period
between a dividend record date and the related dividend payment date. It also
reserves the right to make modifications to the Plan at any time. Specifically,
but without limitation, USB reserves the right to modify the optional cash
payment feature of the Plan. Participants will be notified of any such
suspension, termination or modification.

In addition to the rights of USB under paragraphs 1 and 4 above to modify
and suspend from time to time participation by certain Participants, USB and FCT
reserve the right to terminate any Participant's participation in the Plan at
any time, including during the period between a dividend record date and the
related dividend payment date, or after a Participant has tendered an optional
cash payment with respect to an Investment Date.

34. HOW IS THE PLAN TO BE INTERPRETED?

Any question of interpretation arising under the Plan will be determined by
USB and any such determination will be final.

12
<PAGE>
35. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?

CORRESPONDENCE

All correspondence regarding the Plan should be directed to:

First Chicago Trust Company of New York
USB Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, NJ 07303-2598

Please mention U.S. Bancorp in all correspondence.

TELEPHONE

STOCKHOLDER CUSTOMER SERVICE, INCLUDING SALE OF PLAN
SHARES: 1-800-446-2617

An automated voice response system is available 24 hours a day, 7
days a week.

Customer service representatives are available from 8:30 a.m. to 7:00
p.m. Eastern time each business day.

FOREIGN LANGUAGE TRANSLATION SERVICE for more than 140 languages is
available.

TDD: 1-201-222-4955 Telecommunications Device for the hearing
impaired.

INTERNET

The First Chicago Internet address is "HTTP://WWW.FCTC.COM". Messages
will be answered within one business day.

E-MAIL

First Chicago's E-Mail address is "[email protected]".

USE OF PROCEEDS
- - --------------------------------------------------------------------------------

USB has no basis for estimating either the number of shares of USB Common
Stock that ultimately will be sold pursuant to the Plan or the prices at which
such shares will be sold. However, USB proposes to use the net proceeds from the
sale of newly issued or treasury shares of USB Common Stock for general
corporate purposes, including investments in, or extensions of credit to, its
banking and nonbanking subsidiaries.

EXPERTS
- - --------------------------------------------------------------------------------

The consolidated financial statements of First Bank System, Inc. included in
its Annual Report on Form 10-K for the year ended December 31, 1996 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements have been incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements of U. S. Bancorp, an Oregon
corporation ("former USB") which merged with and into First Bank System, Inc.,
appearing in the former USB's Annual Report on

13
<PAGE>
Form 10-K for the year ended December 31, 1996 (the "Former USB Form 10-K") and
incorporated herein by reference from the Current Report on Form 8-K of First
Bank System, Inc. filed on June 24, 1997 (the "Form 8-K") were audited by
Deloitte & Touche LLP, independent public accountants, as set forth in their
report, which is incorporated herein by reference from the Form 8-K. Such report
is incorporated herein by reference in reliance upon the authority of said firm
as experts in accounting and auditing.

The consolidated statements of income, shareholders' equity, and cash flows
of West One Bancorp and subsidiaries for the year ended December 31, 1994 (not
presented separately in the Former USB Form 10-K) were audited by Coopers &
Lybrand L.L.P., independent public accountants, as stated in their report, which
is incorporated herein by reference from the Form 8-K. Such report is
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing.

LEGAL MATTERS
- - --------------------------------------------------------------------------------

The validity of the issuance of the USB Common Stock offered hereby has been
passed upon for USB by Dorsey & Whitney LLP, Minneapolis, Minnesota.

INDEMNIFICATION
- - --------------------------------------------------------------------------------

The Bylaws of USB provide that the officers and directors of USB and certain
others shall be indemnified substantially to the same extent as permitted by
Delaware law. USB also maintains a standard policy of officers' and directors'
liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling USB,
pursuant to the foregoing provisions or otherwise, USB has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

14
<PAGE>
- - -------------------------------------------
-------------------------------------------
- - -------------------------------------------
-------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY USB. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS NOT
LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Plan.................................................................. 3
Purpose................................................................. 3
Advantages.............................................................. 3
Administration.......................................................... 3
Participation........................................................... 4
Purchases............................................................... 6
Optional Cash Payments.................................................. 6
Automatic Monthly Deductions............................................ 7
Costs................................................................... 8
Reports to Participants................................................. 8
Certificates for Shares................................................. 8
Safekeeping Service..................................................... 9
Withdrawal of Shares from Plan Accounts................................. 9
Sale or Transfer of Shares.............................................. 10
Termination of Participation............................................ 10
Rights Offering; Stock Dividends or Stock Splits........................ 11
Voting Rights........................................................... 11
Income Tax Consequences................................................. 11
Responsibility of USB and FCT........................................... 12
Suspension, Modification or Termination of the Plan..................... 12
Use of Proceeds........................................................... 13
Experts................................................................... 13
Legal Matters............................................................. 14
Indemnification........................................................... 14
</TABLE>

[LOGO]

U.S. BANCORP

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

PROSPECTUS

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

AUTOMATIC DIVIDEND
REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN

AUGUST 1, 1997

- - -------------------------------------------
-------------------------------------------
- - -------------------------------------------
-------------------------------------------
<PAGE>

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee. . . . . . . . . . . . $ 52,728
NYSE Listing Fees . . . . . . . . . . . . . 3,500
Accounting Fees and Expenses . . . . . . . 5,000
Legal Fees and Expenses . . . . . . . . . . 12,000
Printing Expenses . . . . . . . . . . . . . 10,000
State Qualification Fees and Expenses . . . 10,000
Fees and Expenses of Plan Administrator . . 165,000
Miscellaneous . . . . . . . . . . . . . . . 1,772
--------
Total. . . . . . . . . . . . . . . . . $260,000
--------
--------

All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

Article Ninth of the Company's Restated Certificate of Incorporation, as
amended, provides that a director shall not be liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
the Delaware statutory provisions making directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions or (iv) for any
transaction from which the director derived an improper personal benefit.

The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. The Board of
Directors has discretion to indemnify any employee of the Company for actions
arising by reason of the employee's employment with the Company. Expenses
incurred by officers and directors in defending actions, suits, or
proceedings shall be paid by the Company in advance of any final disposition
if such officer or director agrees to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified under Delaware
law.

The Company maintains a standard policy of officers' and directors'
liability insurance.

ITEM 16. LIST OF EXHIBITS

4.1 Specimen certificate representing the Common Stock of the Company

4.2 Form of Proposed Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-4, dated June 17,
1997, File No. 333-29409).

II-1

<PAGE>

4.3 Certificate of Designation for the Company's Series 1990A
Preferred Stock (incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).

4.4 Form of Proposed Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-4, File No. 333-29409).

4.5 Stock Purchase Agreement, dated as of May 30, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The
State Board of Administration of Florida and the Company (without
exhibits) (incorporated by reference to Exhibits 4.8 to
Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).

4.6 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida
and the Company (incorporated by reference to Exhibit 4.9 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).

4.7 Second Amendment, dated as of July 18, 1990, to Stock
Purchase Agreement among Corporate Partners, L.P., Corporate
Offshore Partners, L.P., The State Board of Administration of
Florida and the Company (incorporated by reference to Exhibit
4.10 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).

4.8 Stock Purchase Agreement, dated as of May 30, 1990, between
The State Board of Administration of Florida and the Company
(without exhibits) (incorporated by reference to Exhibit 4.11
to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).

4.9 Form of Periodic Stock Purchase Right (incorporated by
reference to Exhibit 4.12 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).

4.10 Form of Risk Event Warrant (incorporated by reference to
Exhibit 4.13 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).

4.11 Registration Rights Agreement, dated as of July 18, 1990,
among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and the
Company (incorporated by reference to Exhibit 4.14 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).

4.12 Registration Rights Agreement, dated as of July 18, 1990,
between The State Board of Administration of Florida and the
Company (incorporated by reference to Exhibit 4.14 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).

4.13 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies
of instruments defining the rights of holders of long-term
debt are not filed. The Company agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.

II-2

<PAGE>

5.1 Opinion of Dorsey & Whitney LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Coopers & Lybrand L.L.P.

23.4 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this
Registration Statement).

24.1 Powers of Attorney.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change to such information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the "maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in the information set forth in the
registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration

II-3

<PAGE>

statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
August 1, 1997.

U.S. BANCORP

By /s/ John F. Grundhofer
------------------------------------
John F. Grundhofer
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ John F. Grundhofer President, Chief Executive August 1, 1997
- - ------------------------------ Officer and Director
John F. Grundhofer (principal executive officer)

/s/ Susan E. Lester Executive Vice President August 1, 1997
- - ------------------------------ and Chief Financial
Susan E. Lester Officer (principal
financial officer)

/s/ David J. Parrin Senior Vice President August 1, 1997
- - ------------------------------ and Controller (principal
David J. Parrin accounting officer)

*
- - ------------------------------ Director August 1, 1997
Linda L. Ahlers

*
- - ------------------------------ Director August 1, 1997
Harry L. Bettis

*
- - ------------------------------ Chairman and Director August 1, 1997
Gerry B. Cameron

*
- - ------------------------------ Director August 1, 1997
Carolyn Silva Chambers

*
- - ------------------------------ Director August 1, 1997
Arthur D. Collins, Jr.

*
- - ------------------------------ Director August 1, 1997
Peter H. Coors

*
- - ------------------------------ Director August 1, 1997
Franklin G. Drake

*
- - ------------------------------ Director August 1, 1997
Robert L. Dryden

II-5

<PAGE>

SIGNATURE TITLE DATE
--------- ----- ----

*
- - ------------------------------ Director August 1, 1997
John B. Fery

*
- - ------------------------------ Director August 1, 1997
Joshua Green III

*
- - ------------------------------ Director August 1, 1997
Roger L. Hale

*
- - ------------------------------ Director August 1, 1997
Delbert W. Johnson

*
- - ------------------------------ Director August 1, 1997
Norman M. Jones

*
- - ------------------------------ Director August 1, 1997
Richard L. Knowlton

*
- - ------------------------------ Director August 1, 1997
Jerry W. Levin

*
- - ------------------------------ Director August 1, 1997
Kenneth A. Macke

*
- - ------------------------------ Director August 1, 1997
Allen T. Noble

*
- - ------------------------------ Director August 1, 1997
Edward J. Phillips

*
- - ------------------------------ Director August 1, 1997
Paul A. Redmond

*
- - ------------------------------ Director August 1, 1997
S. Walter Richey

*
- - ------------------------------ Director August 1, 1997
Richard L. Robinson

*
- - ------------------------------ Director August 1, 1997
N. Stewart Rogers

- - ------------------------------ Director
Richard L. Schall

*
- - ------------------------------ Director August 1, 1997
Walter Scott, Jr.

*
- - ------------------------------ Director August 1, 1997
Benjamin R. Whiteley

*By /S/ David J. Parrin
-----------------------
David J. Parrin
Pro se and as Attorney-in-fact

II-6
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description of Exhibit
------- ----------------------

4.1 Specimen certificate representing the Common Stock of the Company

4.4 Form of Proposed Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-4, File No. 333-29409).

4.9 Form of Periodic Stock Purchase Right (incorporated by
reference to Exhibit 4.12 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).

4.10 Form of Risk Event Warrant (incorporated by reference to
Exhibit 4.13 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).

5.1 Opinion of Dorsey & Whitney LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Coopers & Lybrand L.L.P.

23.4 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this
Registration Statement).

24.1 Powers of Attorney.

<PAGE>

[FRONT OF CERTIFICATE]

NUMBER SHARES
US________ _________
COMMON STOCK COMMON STOCK

U.S. BANCORP

INCORPORATED UNDER THE LAWS CUSIP 902973 10 6
OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

_______________________________________________________________________________

IS THE OWNER OF _______________________________________________________________

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
OF $1.25 PAR VALUE OF

U.S. BANCORP, TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE
TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.

WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.

DATED:

U.S. BANCORP
CORPORATE SEAL
1929
DELAWARE

/s/ Lee R. Matau /s/ John. F. Grundhofer
- - ------------------------------ ----------------------------------------
Secretary President and Chief Executive Officer

Countersigned and Registered:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Transfer Agent and Registrar

/s/
- - -----------------------------------
Authorized Signature

<PAGE>

[BACK OF CERTIFICATE]

U.S. Bancorp will furnish without charge to each shareholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such requests may be made to the office of the secretary of the
Corporation or to the transfer agent.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S> <C>
TEN COM- as tenant in common UNIF GIFT MIN ACT- _________ CUSTODIAN ________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________________
in common (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED _______________________HEREBY SELL, ASSIGN, AND TRANSFER
UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE ___________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________

_______________________________________________________________________________

_____________________________________ SHARES OF THE CAPITAL STOCK REPRESENTED BY
THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
___________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF
THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED

AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW _______________________________________
(SIGNATURE)

_______________________________________
(SIGNATURE)

_______________________________________
ABOVE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.

THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION SUCH
AS A SECURITIES BROKER/DEALER,
COMMERCIAL BANK & TRUST COMPANY, SAVINGS
AND LOAN ASSOCIATION OR A CREDIT UNION
PARTICIPATING IN A MEDALLION PROGRAM
APPROVED BY THE SECURITIES TRANSFER
ASSOCIATION, INC.

<PAGE>

EXHIBIT 5.1

[Letterhead of Dorsey & Whitney LLP]

U.S. Bancorp
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to U.S. Bancorp, a Delaware corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") relating to the sale by the Company from time to
time of up to 2,000,000 shares of Common Stock, $1.25 par value, of the
Company (the "Shares") pursuant to the U.S. Bancorp Automatic Dividend
Reinvestment and Common Stock Purchase Plan.

We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.

In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials. We have
also assumed that the Common Stock will be sold for a price per share not less
than the par value per share of the Common Stock.

Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor as
described in the Registration Statement, will be validly issued, fully paid
and nonassessable.

<PAGE>

U.S. Bancorp
August 1, 1997
Page 2

Our opinions expressed above are limited to the Delaware General
Corporation Law.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.

Dated: August 1, 1997

Very truly yours,

/s/ Dorsey & Whitney LLP
DTB

<PAGE>

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) pertaining to the Automatic Dividend
Reinvestment and Common Stock Purchase Plan of U.S. Bancorp to be filed on or
around August 1, 1997 and to the incorporation by reference therein of our
report dated January 9, 1997, with respect to the consolidated financial
statements of First Bank System, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1996 filed with the Securities and
Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
July 30, 1997

<PAGE>

[LETTERHEAD OF DELOITTE & TOUCHE LLP]

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of U.S. Bancorp (the "Company") on Form S-3, regarding the Company's
Automatic Dividend Reinvestment and Common Stock Purchase Plan, of our report
dated January 31, 1997 for the year ended December 31, 1996 of U.S. Bancorp
prior to its merger with First Bank System, Inc., expected to be consummated
on or about August 1, 1997, incorporated by reference in Form 8-K, of the
Company, filed June 24, 1997, and to the reference to us under the heading
"Experts" in the Prospectus which is part of the Registration Statement.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

July 29, 1997

<PAGE>

EXHIBIT 23.3

[LETTERHEAD OF COOPERS & LYBRAND L.L.P.]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
U. S. Bancorp (formerly known as First Bank System, Inc.) on Form S-3
relating to the U.S. Bancorp Automatic Dividend Reinvestment and Common Stock
Purchase Plan, of our report dated January 19, 1995, on our audit of the
consolidated statements of income, shareholders' equity and cash flows of
West One Bancorp and subsidiaries for the year ended December 31, 1994,
which report is incorporated by reference in the U.S. Bancorp 1996 Annual
Report on Form 10-K. We also consent to the reference to our Firm under the
caption "Experts".

/s/ Coopers & Lybrand L.L.P.

Boise, Idaho
July 29, 1997

<PAGE>

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester
and David J. Parrin, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on
Form S-3 of U.S. Bancorp, and any and all amendments thereto, including
post-effective amendments, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or the substitutes
for such attorneys-in-fact and agents, may lawfully do or cause to be done by
virtue hereof. The authority of this Power of Attorney shall be effective
upon the consummation of the merger of U.S. Bancorp, an Oregon corporation,
with and into First Bank System, Inc., a Delaware corporation and renamed
"U.S. Bancorp".

Signature Title Date
--------- ----- ----

/s/ John F. Grundhofer President, Chief Executive August 1, 1997
- - ------------------------------ Officer and Director
John F. Grundhofer (principal executive
officer)

/s/ Susan E. Lester
- - ------------------------------ Executive Vice President August 1, 1997
Susan E. Lester and Chief Financial
Officer (principal
financial officer)

- - ------------------------------ Senior Vice President
David J. Parrin and Controller
(principal accounting
officer)

/s/ Linda L. Ahlers Director August 1, 1997
- - ------------------------------
Linda L. Ahlers

/s/ Harry L. Bettis Director July 11, 1997
- - ------------------------------
Harry L. Bettis

/s/ Gerry B. Cameron Chairman and Director July 28, 1997
- - ------------------------------
Gerry B. Cameron

<PAGE>

Signature Title Date
--------- ----- ----

/s/ Carolyn Silva Chambers Director July 10, 1997
- - ------------------------------
Carolyn Silva Chambers

/s/ Arthur D. Collins, Jr. Director August 1, 1997
- - ------------------------------
Arthur D. Collins, Jr.

/s/ Peter H. Coors Director August 1, 1997
- - ------------------------------
Peter H. Coors

/s/ Franklin G. Drake Director July 22, 1997
- - ------------------------------
Franklin G. Drake

/s/ Robert L. Dryden Director July 10, 1997
- - ------------------------------
Robert L. Dryden

/s/ John B. Fery Director July 10, 1997
- - ------------------------------
John B. Fery

/s/ Joshua Green III Director July 16, 1997
- - ------------------------------
Joshua Green III

/s/ Roger L. Hale Director August 1, 1997
- - ------------------------------
Roger L. Hale

/s/ Delbert W. Johnson Director August 1, 1997
- - ------------------------------
Delbert W. Johnson

/s/ Norman M. Jones Director August 1, 1997
- - ------------------------------
Norman M. Jones

/s/ Richard L. Knowlton Director August 1, 1997
- - ------------------------------
Richard L. Knowlton

<PAGE>

Signature Title Date
--------- ----- ----

/s/ Jerry W. Levin Director August 1, 1997
- - ------------------------------
Jerry W. Levin

/s/ Kenneth A. Macke Director August 1, 1997
- - ------------------------------
Kenneth A. Macke

/s/ Allen T. Noble Director July 15, 1997
- - ------------------------------
Allen T. Noble

/s/ Edward J. Phillips Director August 1, 1997
- - ------------------------------
Edward J. Phillips

/s/ Paul A. Redmond Director July 11, 1997
- - ------------------------------
Paul A. Redmond

/s/ S. Walter Richey Director August 1, 1997
- - ------------------------------
S. Walter Richey

/s/ Richard L. Robinson Director August 1, 1997
- - ------------------------------
Richard L. Robinson

/s/ N. Stewart Rogers Director July 10, 1997
- - ------------------------------
N. Stewart Rogers

Director
- - ------------------------------
Richard L. Schall

/s/ Walter Scott, Jr. Director August 1, 1997
- - ------------------------------
Walter Scott, Jr.

/s/ Benjamin R. Whiteley Director July 14, 1997
- - ------------------------------
Benjamin R. Whiteley