<PAGE>
Rule 424(b)(2)
Registration No. 333-45211
PRICING SUPPLEMENT NO. 2 DATED 08-31-98
(To Prospectus Dated February 17, 1998 as supplemented
by Prospectus Supplement Dated March 30, 1998)
U.S. BANCORP
Medium-Term Notes, Series J (Senior)
Medium-Term Notes, Series K (Subordinated)
<TABLE>
<S> <C>
CUSIP: 91159HEJ5 Issue Price (Dollar Amount and Percentage of Principal Amount):
$49,000,000.00/100%
Series: Proceeds to the Company: $49,000,000.00
[X] Series J (Senior) Interest Rate/Initial Interest Rate: 5.675%
[_] Series K (Subordinated)
Interest Payment Dates: the 5th of each month beginning 10-5-98
Form of Note:
Regular Record Dates: 15th calendar day prior to payment date
[X] Book-Entry
[_] Certificated Interest Determination Dates: 2 Business days prior to Reset/Payment Date
Principal Amount: $49,000,000.00 Interest Reset Dates: the 5th of each month beginning 10-5-98
Trade Date: 8-31-98 Index Source: Telerate 3750
Original Issue Date: 9-3-98 Index Maturity: 1 month
Maturity Date: 09-05-00 Spread: +.05%
Interest Rate Basis (and, Spread Multiplier:
if applicable, related
Interest Periods): Maximum Interest Rate:
[_] Fixed Rate Notes Minimum Interest Rate:
[_] Commercial Paper Rate Note
[_] Federal Funds Rate Note Day Count: Actual/360
[X] LIBOR Note
[_] Prime Rate Note For Original Issue Discount Notes:
[_] Eleventh District Cost
of Funds Rate Note Original Issue Discount: %
[_] CD Rate Note
[_] Treasury Rate Note Yield to Maturity: %
[_] J.J. Kenny Rate Note
[_] CMT Rate Note
[_] Other Base Rate
(as described below)
[_] Zero Coupon Note
Redemption Terms:
Original Issue Discount Notes:
Other Terms:
ALL-IN=LIBOR: +.05% [_] Subject to special provisions set forth therein
with respect to the principal amount thereof
Agent: Goldman Sachs & Co. payable upon any redemption or acceleration of
the maturity thereof.
Agent's Commission: 0 [_] For Federal income tax purposes only.
Is the record or beneficial owner a California resident?
Yes No X
----- ------
/s/ WILLIAM C. SCHMIDT
</TABLE>
