<PAGE>
As filed with the Securities and Exchange Commission
on November 17, 1995.                    Registration No. 33-    

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

          

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933


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

              Oregon                        93-0571730
         (State of incorporation) (IRS Employer Identification No.)

         111 S.W. Fifth Avenue
         Portland, Oregon                     97204  
    (Address of principal executive offices)(Zip Code)

   U. S. BANCORP 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                    (Full title of the plan)


                          R. D. Geddes
         Executive Vice President and Corporate Counsel
                          U. S. Bancorp
                      111 S.W. Fifth Avenue
                     Portland, Oregon  97204
                    Telephone (503) 275-3178
   (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
============================================================================================
                                      Proposed Maximum   Proposed Maximum
Title of Securities    Amount to be    Offering Price       Aggregate          Amount of
  to be Registered      Registered       Per Share        Offering Price    Registration Fee
____________________________________________________________________________________________
  <S>                 <C>                   <C>          <C>                 <C>
    Common Stock,      25,000 shares        (1)           $820,313(1)         $164.07(1)
  $5 par value, and
  options therefor

============================================================================================
(1) Pursuant to Rule 457(h), the maximum aggregate offering price and the
    registration fee have been computed based on the average of the high and
    low sales prices, $32.8125, reported for the Common Stock by the National
    Association of Securities Dealers, Inc., through NASDAQ, on November 15,
    1995.

</TABLE>

<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:

         (a)  The registrant's annual report on Form 10-K for the year ended
    December 31, 1994.

         (b)  The registrant's quarterly reports on Form 10-Q for the
    quarters ended March 31, 1995, June 30, 1995, and September 30, 1995.

         (c)  The registrant's current report on Form 8-K dated August 30,
    1995.

         (d)  The description of the registrant's Common Stock included as
    Exhibit 28 to the registrant's quarterly report on Form 10-Q for the
    quarter ended June 30, 1992.

         All documents filed by the registrant subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         ORS 60.367, a section of the Oregon Business Corporation Act
("Act"), provides that any director held liable for an unlawful distribution
in violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for
the amount the shareholder accepted knowing the distribution was made in
violation of the Act or the corporation's articles of incorporation.

         Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of
a corporation (an "Indemnitee") shall be indemnified by the corporation
(unless the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the
proceeding if the Indemnitee is wholly successful on the merits or otherwise
or if ordered by a court of competent jurisdiction.  In addition, under said
sections a corporation is permitted to indemnify an Indemnitee against
liability incurred in a proceeding if (i) the Indemnitee's conduct was in good
faith and in a manner he or she reasonably believed was in the corporation's
best interests or at least not opposed to its best interests, (ii) the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful
if the proceeding was a criminal proceeding, (iii) the Indemnitee was not
adjudged liable to the corporation if the proceeding was by or in the right of
the corporation (in which case indemnification is limited to the Indemnitee's
reasonable expenses in connection with the proceeding) and (iv) the Indemnitee
was not adjudged liable on the basis that he or she improperly received a
personal benefit.

         Article VI of the registrant's Articles of Incorporation contains
the following provision:

              "A.  The Corporation shall indemnify each of its
         directors and officers to the fullest extent permissible under
         the Oregon Business Corporation Act, as the same exists or may
         hereafter be amended, against all expense, liability, and loss
         (including, without limitation, attorney fees) incurred or
         suffered by such person by reason of or arising from the fact
         that such person is or was a director or officer of the
         Corporation, or is or was serving at the request of the
         Corporation as a director, officer, partner, trustee,
         employee, or agent of another foreign or domestic corporation,
         partnership, joint venture, trust, employee benefit plan, or
         other enterprise, and such indemnification shall continue as
         to a person who has ceased to be a director or officer and
         shall inure to the benefit of his or her heirs, executors, and
         administrators.  The indemnification provided in this
         paragraph A shall not be exclusive of any other rights to
         which any person may be entitled under any statute, bylaw,
         agreement, resolution of shareholders or directors, contract,
         or otherwise."

         The registrant has entered into an indemnification agreement with
each of its directors.  Each such agreement provides that the registrant will
indemnify the director (i) to the full extent authorized or permitted by the
Act or any other applicable statute or the registrant's Articles of
Incorporation or Bylaws or any amendment thereof and (ii) against any
obligation to pay a judgment, settlement, penalty, fine or reasonable
expenses, including attorney fees (any of the foregoing, a "Liability")
incurred in connection with any claim (as defined), including a claim by or in
the right of the registrant; provided that no indemnity shall be paid by the
registrant (A) if a final decision by a court having jurisdiction shall
determine that such indemnification is unlawful, (B) on account of acts or
omissions by the director which are finally adjudged to have been not in good
faith or to have involved intentional misconduct or a knowing violation of law
or (C) on account of Liability under Section 16(b) of the Securities Exchange
Act of 1934 or any similar provision of federal or state statutory law.

         Each such agreement also provides that the registrant will maintain
in effect, as long as the director continues to serve in such capacity and
thereafter so long as he or she is subject to any possible claim, directors'
and officers' liability insurance coverage at least comparable to the coverage
provided at the date the agreement was entered into unless such insurance is
not reasonably available or the premium cost is substantially disproportionate
to the amount or scope of coverage.  In the event the registrant does not
maintain such insurance coverage, the registrant agrees to indemnify the
director to the full extent of the coverage in effect at the date the
agreement was entered into.

         The registrant maintains directors' and officers' liability
insurance under which the registrant's directors and officers are insured
against loss (as defined) as a result of claims brought against them based
upon their acts or omissions in such capacities.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.

Item 9.  Undertakings.

         (a)  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 ("Securities Act");

                   (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 in
              the information set forth in the
              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 to such information 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 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act, 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.

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

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.  The undertaking of the registrant in the
preceding sentence does not apply to insurance against liability arising under
the Securities Act.<PAGE>
                           SIGNATURES

The Registrant.

         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-8 and has duly caused this
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 November, 1995.

                                       U. S. BANCORP
                                       (Registrant)


                                       By /s/ R. D. Geddes
                                       R. D. Geddes
                                       Executive Vice President
                                       and Corporate Counsel

           ___________________________________________

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 17th day of November, 1995.

                   Signature                Title

         (1)  Principal Executive      Chairman of the Board, Chief
         Officer and Director:              Executive Officer and
                                            President, and Director


          GERRY B. CAMERON*              
 
         (2)  Principal Financial and  Executive Vice President and 
              Accounting Officer:           Chief Financial Officer


          STEVEN P. ERWIN*

         (3)  A majority of the Board
              of Directors:


         CAROLYN SILVA CHAMBERS*
         FRANKLIN G. DRAKE*
         ROBERT L. DRYDEN*             Director
         JOSHUA GREEN III*
         PAUL A. REDMOND*
         N. STEWART ROGERS*
         BENJAMIN R. WHITELEY*

         *By  /s/ Sheryl W. Dawson
              Sheryl W. Dawson, Attorney-in-Fact
<PAGE>
                        INDEX TO EXHIBITS



5.  Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the legality of
    the securities being registered.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Miller, Nash, Wiener, Hager & Carlsen (included in
         Exhibit 5).

24. Power of attorney of certain officers and directors.

                            

         Other exhibits listed in Item 601 to Regulation S-K are not
applicable.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15687}]
{"company-data": {"conformed-name": "US BANCORP /OR/", "cik": "0000101542", "assigned-sic": "6021", "irs-number": "930571730", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64429", "film-number": "95594785"}, "business-address": {"street1": "111 SW FIFTH AVE T-2", "street2": "SUITE 3500", "city": "PORTLAND", "state": "OR", "zip": "97204", "phone": "5032756111"}, "mail-address": {"street1": "111 S W FIFTH AVENUE", "street2": "SUITE 3500", "city": "PORTLAND", "state": "OR", "zip": "97204"}}
As filed with the Securities and Exchange Commission
on November 17, 1995.                    Registration No. 33-    

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

          

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

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

              Oregon                        93-0571730
         (State of incorporation) (IRS Employer Identification No.)

         111 S.W. Fifth Avenue
         Portland, Oregon                     97204  
    (Address of principal executive offices)(Zip Code)

   U. S. BANCORP 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                    (Full title of the plan)

                          R. D. Geddes
         Executive Vice President and Corporate Counsel
                          U. S. Bancorp
                      111 S.W. Fifth Avenue
                     Portland, Oregon  97204
                    Telephone (503) 275-3178
   (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================
                                      Proposed Maximum   Proposed Maximum
Title of Securities    Amount to be    Offering Price       Aggregate          Amount of
  to be Registered      Registered       Per Share        Offering Price    Registration Fee
____________________________________________________________________________________________
Common Stock,      25,000 shares        (1)           $820,313(1)         $164.07(1)
  $5 par value, and
  options therefor

============================================================================================
(1) Pursuant to Rule 457(h), the maximum aggregate offering price and the
    registration fee have been computed based on the average of the high and
    low sales prices, $32.8125, reported for the Common Stock by the National
    Association of Securities Dealers, Inc., through NASDAQ, on November 15,
    1995.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:

         (a)  The registrant's annual report on Form 10-K for the year ended
    December 31, 1994.

         (b)  The registrant's quarterly reports on Form 10-Q for the
    quarters ended March 31, 1995, June 30, 1995, and September 30, 1995.

         (c)  The registrant's current report on Form 8-K dated August 30,
    1995.

         (d)  The description of the registrant's Common Stock included as
    Exhibit 28 to the registrant's quarterly report on Form 10-Q for the
    quarter ended June 30, 1992.

         All documents filed by the registrant subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         ORS 60.367, a section of the Oregon Business Corporation Act
("Act"), provides that any director held liable for an unlawful distribution
in violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for
the amount the shareholder accepted knowing the distribution was made in
violation of the Act or the corporation's articles of incorporation.

         Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of
a corporation (an "Indemnitee") shall be indemnified by the corporation
(unless the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the
proceeding if the Indemnitee is wholly successful on the merits or otherwise
or if ordered by a court of competent jurisdiction.  In addition, under said
sections a corporation is permitted to indemnify an Indemnitee against
liability incurred in a proceeding if (i) the Indemnitee's conduct was in good
faith and in a manner he or she reasonably believed was in the corporation's
best interests or at least not opposed to its best interests, (ii) the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful
if the proceeding was a criminal proceeding, (iii) the Indemnitee was not
adjudged liable to the corporation if the proceeding was by or in the right of
the corporation (in which case indemnification is limited to the Indemnitee's
reasonable expenses in connection with the proceeding) and (iv) the Indemnitee
was not adjudged liable on the basis that he or she improperly received a
personal benefit.

         Article VI of the registrant's Articles of Incorporation contains
the following provision:

              "A.  The Corporation shall indemnify each of its
         directors and officers to the fullest extent permissible under
         the Oregon Business Corporation Act, as the same exists or may
         hereafter be amended, against all expense, liability, and loss
         (including, without limitation, attorney fees) incurred or
         suffered by such person by reason of or arising from the fact
         that such person is or was a director or officer of the
         Corporation, or is or was serving at the request of the
         Corporation as a director, officer, partner, trustee,
         employee, or agent of another foreign or domestic corporation,
         partnership, joint venture, trust, employee benefit plan, or
         other enterprise, and such indemnification shall continue as
         to a person who has ceased to be a director or officer and
         shall inure to the benefit of his or her heirs, executors, and
         administrators.  The indemnification provided in this
         paragraph A shall not be exclusive of any other rights to
         which any person may be entitled under any statute, bylaw,
         agreement, resolution of shareholders or directors, contract,
         or otherwise."

         The registrant has entered into an indemnification agreement with
each of its directors.  Each such agreement provides that the registrant will
indemnify the director (i) to the full extent authorized or permitted by the
Act or any other applicable statute or the registrant's Articles of
Incorporation or Bylaws or any amendment thereof and (ii) against any
obligation to pay a judgment, settlement, penalty, fine or reasonable
expenses, including attorney fees (any of the foregoing, a "Liability")
incurred in connection with any claim (as defined), including a claim by or in
the right of the registrant; provided that no indemnity shall be paid by the
registrant (A) if a final decision by a court having jurisdiction shall
determine that such indemnification is unlawful, (B) on account of acts or
omissions by the director which are finally adjudged to have been not in good
faith or to have involved intentional misconduct or a knowing violation of law
or (C) on account of Liability under Section 16(b) of the Securities Exchange
Act of 1934 or any similar provision of federal or state statutory law.

         Each such agreement also provides that the registrant will maintain
in effect, as long as the director continues to serve in such capacity and
thereafter so long as he or she is subject to any possible claim, directors'
and officers' liability insurance coverage at least comparable to the coverage
provided at the date the agreement was entered into unless such insurance is
not reasonably available or the premium cost is substantially disproportionate
to the amount or scope of coverage.  In the event the registrant does not
maintain such insurance coverage, the registrant agrees to indemnify the
director to the full extent of the coverage in effect at the date the
agreement was entered into.

         The registrant maintains directors' and officers' liability
insurance under which the registrant's directors and officers are insured
against loss (as defined) as a result of claims brought against them based
upon their acts or omissions in such capacities.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.

Item 9.  Undertakings.

         (a)  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 ("Securities Act");

                   (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 in
              the information set forth in the
              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 to such information 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 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act, 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.

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

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.  The undertaking of the registrant in the
preceding sentence does not apply to insurance against liability arising under
the Securities Act.
SIGNATURES

The Registrant.

         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-8 and has duly caused this
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 November, 1995.

                                       U. S. BANCORP
                                       (Registrant)

                                       By /s/ R. D. Geddes
                                       R. D. Geddes
                                       Executive Vice President
                                       and Corporate Counsel

           ___________________________________________

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 17th day of November, 1995.

                   Signature                Title

         (1)  Principal Executive      Chairman of the Board, Chief
         Officer and Director:              Executive Officer and
                                            President, and Director

          GERRY B. CAMERON*              
 
         (2)  Principal Financial and  Executive Vice President and 
              Accounting Officer:           Chief Financial Officer

          STEVEN P. ERWIN*

         (3)  A majority of the Board
              of Directors:

         CAROLYN SILVA CHAMBERS*
         FRANKLIN G. DRAKE*
         ROBERT L. DRYDEN*             Director
         JOSHUA GREEN III*
         PAUL A. REDMOND*
         N. STEWART ROGERS*
         BENJAMIN R. WHITELEY*

         *By  /s/ Sheryl W. Dawson
              Sheryl W. Dawson, Attorney-in-Fact
INDEX TO EXHIBITS

5.  Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the legality of
    the securities being registered.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Miller, Nash, Wiener, Hager & Carlsen (included in
         Exhibit 5).

24. Power of attorney of certain officers and directors.

                            

         Other exhibits listed in Item 601 to Regulation S-K are not
applicable.