UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
(Final Amendment)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
U.S. Bancorp
(Name of Issuer)
Common Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
91159610
(CUSIP Number)
Lee R. Mitau, Esq.
Executive Vice President, General Counsel and Secretary
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302
(612) 973-1111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box: [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
<PAGE>
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
2
<PAGE>
CUSIP No. 91159610
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Bank System, Inc.
I.R.S. Identification No. 41-0255900
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3
<PAGE>
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
HC
4
<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D
filed with the Securities and Exchange Commission on March 28,
1997 (the "Schedule 13D") by First Bank System, Inc. ("FBS").
This Amendment No. 1 is filed with respect to the shares of
Common Stock, par value $5.00 per share (the "USBC Common
Stock"), of U. S. Bancorp ("USBC"). Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed to
them in the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended in its
entirety to read as follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of USBC with and into FBS was
consummated and became effective on August 1, 1997. As a result
of the Merger, FBS changed its name to "U.S. Bancorp" ("New
USBC"). The Option granted by USBC to FBS, pursuant to which FBS
had the right, upon the occurrence of certain events, to purchase
from USBC up to 29,463,624 shares of USBC Common Stock (or such
other number of shares of USBC Common Stock as at the time of
exercise equaled 19.9% of the then outstanding shares of USBC
Common Stock) for $47.75 per share, terminated at the effective
time of the Merger. As a result of the Merger, the Owned Shares
were cancelled and each of the Fiduciary Shares was converted
into 0.755 of a share of common stock of New USBC. Accordingly,
this Amendment No. 1 constitutes the Final Amendment to the
Schedule 13D.
5
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
August 1, 1997
FIRST BANK SYSTEM, INC.
/s/ David J. Parrin
-----------------------
David J. Parrin
Senior Vice President and
Controller
6
<PAGE>
