<PAGE>
SUPPLEMENT
dated February 13, 1998
to
Prospectus Supplement
dated July 6, 1995
$950,000,000
U.S. BANCORP
(MINNEAPOLIS, MINNESOTA)
(FORMERLY FIRST BANK SYSTEM, INC.)
MEDIUM-TERM NOTES, SERIES H (SENIOR)
MEDIUM-TERM NOTES, SERIES I (SUBORDINATED)
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
The information in this Supplement supersedes the information set forth
under the caption "First Bank System, Inc." in the Prospectus dated May 26,
1995, as supplemented by the Prospectus Supplement dated July 6, 1995 (the
"Prospectus Supplement").
In addition, U.S. Bancorp may from time to time issue up to $950,000,000
aggregate principal amount of Notes pursuant to the Prospectus Supplement as
supplemented by this Supplement.
<PAGE>
U.S. BANCORP
U.S. Bancorp ("USB") is a multi-state bank holding company, registered
under the Bank Holding Company Act of 1956, as amended (the "BHCA"), with its
headquarters in Minneapolis, Minnesota. On August 1, 1997, First Bank System,
Inc. of Minneapolis acquired U. S. Bancorp of Portland, Oregon, and assumed the
U.S. Bancorp name. The combined organization is the fifteenth largest U.S.
commercial bank holding company based on assets. At December 31, 1997, USB and
its consolidated subsidiaries had consolidated assets of $71.3 billion,
consolidated deposits of $49.0 billion, and shareholders' equity of $5.9
billion.
USB operates eight banks and eleven trust companies serving millions of
customers principally in seventeen states from the Midwest to the Rocky
Mountains to the Pacific Northwest. USB also has various other subsidiaries
engaged in financial services.
The banking subsidiaries of USB are engaged in general retail and
commercial banking business. These subsidiaries provide a wide variety of
services to individuals, businesses, industry, institutional organizations,
governmental entities and other financial institutions. Depository services
include checking and savings accounts and certificates of deposit and other time
deposits. Additional services include commercial lending, financing of
import/export trade, foreign exchange and retail and institutional brokerage
services. Treasury management and receivable lockbox collection are provided
for corporate customers. The banking and trust company subsidiaries of USB also
provide a full range of fiduciary products and services to individuals, estates,
foundations, business corporations and charitable organizations. Other
subsidiaries of USB provide financial services related to banking, including
lease financing, discount brokerage, investment advisory services and insurance
agency and credit life insurance services.
On December 15, 1997, USB and Piper Jaffray Companies Inc. ("Piper
Jaffray"), announced that they had entered into a definitive agreement whereby
USB will acquire Piper Jaffray for $730 million. The cash transaction will be
accounted for as a purchase, is subject to shareholder and regulatory approvals,
and is expected to close in the second quarter of 1998.
USB was incorporated under Delaware law in 1929 and has functioned as a
multi-bank holding company since that time. Its principal executive offices are
located at 601 Second Avenue South, Minneapolis, Minnesota 55402-4302, and its
telephone number is (612) 973-1111.
<PAGE>
U.S. BANCORP
MEDIUM-TERM NOTES, SERIES H (SENIOR)
MEDIUM-TERM NOTES, SERIES I (SUBORDINATED)
Authentication Certificate Supplemental to
the Officers' Certificate and Company Order
dated July 6, 1995
Series: Issue Price (Dollar Amount and Percentage of
[ ] Series H (Senior) Principal Amount: $_________/_________%
[ ] Series I (Subordinated)
Denominations:$_____________________________
Form of Note:
[ ] Book-Entry Interest Rate/Initial Interest Rate:________
[ ] Certificated
Name and Address of
Registered Owner: Regular Record Dates:_______________________
Interest Determination Dates:_______________
Taxpayer Identification Number of Interest Reset Dates:_______________________
Registered Owner: ______________
Principal Amount: ______________ Index Maturity:_____________________________
Original Issue Date: ___________ Spread:____________________________________
Maturity Date: _________________ Spread Multiplier:__________________________
Interest Rate Basis:
[ ] Fixed Rate Note
[ ] Commercial Paper Rate Note Maximum Interest Rate: _____________________
[ ] Federal Funds Rate Note
[ ] LIBOR Note Minimum Interest Rate: ____________________
[ ] Prime Rate Note
[ ] Eleventh District Cost of
Funds Rate Note For Original Issue Discount Notes:
[ ] CD Rate Note
[ ] Treasury Rate Note Original issue discount:________________%
[ ] J.J. Kenny Rate Note
[ ] CMT Rate Note
[ ] Other Base Rate (as
described below) Note
[ ] Zero Coupon Note Yield to maturity: ____________________%
Agent designated to deliver
unsold Note to Trustee for
cancellation: __________________
Original Issue Discount Note:
[ ] Subject to special provisions set
forth therein
Agent's Commission: ____________ [ ] For Federal income tax purposes
only
Redemption Terms: Aggregate initial offering price of Debt
Securities issued under Registration
Statement No. 33-58521 through date
hereof (including this Note):
$___________________
Other Terms: Aggregate initial offering price of Notes
issued through date hereof (including
this Note): $________________
Increase in aggregate principal amount of
Notes pursuant to paragraph A(2) of the
Officers' Certificate and Company Order
dated July 6, 1995: $200,000,000
_________________________________________*
________________________________________**
Dated: _______________, 199__
* To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
President designated as an "Authorized Officer."
** To be signed by a Vice President.
