<PAGE>

As filed with the Securities and Exchange Commission on August 1, 1997
                                                    Registration No. 333-______
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ______________
                                       
                                 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
(Address of Principal Executive Offices)                   (Zip Code)
                                       
                                 U.S. BANCORP
                           1997 STOCK INCENTIVE PLAN
                           (Full title of the plan)

         Lee R. Mitau, Esq.
            U.S. Bancorp                  Copy to: Patrick F. Courtemanche, Esq.
          First Bank Place                         Dorsey & Whitney LLP
       601 Second Avenue South                    Pillsbury Center South
  Minneapolis, Minnesota  55402-4302              220 South Sixth Street
(Name and address of agent for service)     Minneapolis, Minnesota  55402-1498

                                (612) 973-1111
         (Telephone number, including area code, of agent for service)
                                _______________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                                     Proposed maximum    Proposed maximum     Amount of
Title of securities to be            Amount to be   offering price per  aggregate offering  registration
      registered                     registered(1)       share(2)           price (2)            fee
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>                 <C>                 <C>

Common Stock, $1.25 par value         8,897,290           $87.00           $ 774,064,230    $ 234,565
===============================================================================================================
</TABLE>

(1) The number of shares being registered represents the additional shares of 
    Common Stock which may be issued pursuant to the plan in addition to 
    shares registered under predecessor plans.

(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
    share and the proposed maximum aggregate offering price are based upon the
    average of the high and low prices of the Common Stock as reported on the 
    New York Stock Exchange on July 25, 1997.

===============================================================================

<PAGE>

                                   PART II.
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents that have been filed by U.S. Bancorp 
(formerly known as First Bank System, Inc.) (the "Company") with the 
Securities and Exchange Commission are incorporated by reference in this 
Registration Statement, as of their respective dates:

          (a)  First Bank System, Inc.'s Annual Report on Form 10-K for the 
          year ended December 31, 1996;

          (b)  First Bank System, Inc.'s Quarterly Report on Form 10-Q for the 
          quarter ending March 31, 1997;

          (c)  First Bank System, Inc.'s two Current Reports on Form 8-K filed 
          March 20, 1997 and the Current Report on Form 8-K filed June 24, 1997;

          (d)  the description of the Company's Common Stock contained in Item
          1 of the 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
          report filed for the purpose of updating such description filed
          subsequent to the date of this Prospectus and prior to the
          termination of the offering described herein.

          All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), subsequent to the date hereof and prior to the filing of a 
post-effective amendment which indicates that all securities offered hereby 
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 respective dates of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The description of the Company's capital stock to be offered 
pursuant to this Registration Statement has been incorporated by reference 
into this Registration Statement as described in Item 3 of this Part II.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   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 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 

                                       -2-

<PAGE>

the Company or its stockholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of the law, 
(iii) under the Delaware statutory provision making directors personally 
liable for unlawful payment of dividends or unlawful stock repurchases or 
redemptions, or (iv) for any transaction for which the directors 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 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          No securities are to be reoffered or resold pursuant to this 
Registration Statement.

ITEM 8.   EXHIBITS

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

   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).

   4.3   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).

   4.4   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).

   4.5   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 Exhibit 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).

                                       -3-

<PAGE>

   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.

   5.1   Opinion and Consent of Dorsey & Whitney LLP.

  23.1   Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

  23.2   Consent of Ernst & Young LLP.

  23.3   Consent of Deloitte & Touche LLP.

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

  24.1   Powers of Attorney.

ITEM 9.   UNDERTAKINGS.

 A.       POST-EFFECTIVE AMENDMENTS.

          The undersigned registrant hereby undertakes:

                                       -4-

<PAGE>

          (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 in the information set 
                     forth 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 to such 
                     information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 
do not apply if the registration statement is on Form S-3, Form S-8 or Form 
F-3, and the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed with or 
furnished to the Commission 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.

     B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

          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 Section 15(d) of 
the Securities Exchange Act of 1934 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.

     C.   CLAIMS FOR INDEMNIFICATION.

                                       -5-

<PAGE>

              Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
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 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 other 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 Act and will be governed by the 
final adjudication of such issue.

                                       -6-

<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-8 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 date indicated:

          Name                 Title                                  Date
          ----                 -----                                  ----

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

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

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

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

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

          *                Director and Chairman                 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

                                       -7-

<PAGE>

          Name                 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                              August 1, 1997
------------------------
Richard L. Schall

                                       -8-

<PAGE>

          Name                 Title                                  Date
          ----                 -----                                  ----



          *                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

                                       -9-

<PAGE>

                                 EXHIBIT INDEX


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

    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).

    4.3         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).

    4.4         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).

    4.5         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 Exhibit 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).

<PAGE>

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

    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.

    5.1         Opinion and Consent of Dorsey & Whitney LLP.

   23.1         Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

   23.2         Consent of Ernst & Young LLP.

   23.3         Consent of Deloitte & Touche LLP.

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

   24.1         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26728}]
{"company-data": {"conformed-name": "US BANCORP \\DE\\", "cik": "0000036104", "assigned-sic": "6021", "irs-number": "410255900", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32635", "film-number": "97650018"}, "business-address": {"street1": "FIRST BANK PL", "street2": "601 SECOND AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-4302", "phone": "6129731111"}, "mail-address": {"street2": "601 2ND AVENUE SOUTH-FIRST BANK PLACE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-4302"}, "former-company": [{"former-conformed-name": "FIRST BANK SYSTEM INC", "date-changed": "19920703"}, {"former-conformed-name": "FIRST BANK STOCK CORP", "date-changed": "19720317"}]}
As filed with the Securities and Exchange Commission on August 1, 1997
                                                    Registration No. 333-______
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ______________
                                       
                                 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
(Address of Principal Executive Offices)                   (Zip Code)
                                       
                                 U.S. BANCORP
                           1997 STOCK INCENTIVE PLAN
                           (Full title of the plan)

         Lee R. Mitau, Esq.
            U.S. Bancorp                  Copy to: Patrick F. Courtemanche, Esq.
          First Bank Place                         Dorsey & Whitney LLP
       601 Second Avenue South                    Pillsbury Center South
  Minneapolis, Minnesota  55402-4302              220 South Sixth Street
(Name and address of agent for service)     Minneapolis, Minnesota  55402-1498

                                (612) 973-1111
         (Telephone number, including area code, of agent for service)
                                _______________

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                     Proposed maximum    Proposed maximum     Amount of
Title of securities to be            Amount to be   offering price per  aggregate offering  registration
      registered                     registered(1)       share(2)           price (2)            fee
---------------------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value         8,897,290           $87.00           $ 774,064,230    $ 234,565
===============================================================================================================
(1) The number of shares being registered represents the additional shares of 
    Common Stock which may be issued pursuant to the plan in addition to 
    shares registered under predecessor plans.

(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
    share and the proposed maximum aggregate offering price are based upon the
    average of the high and low prices of the Common Stock as reported on the 
    New York Stock Exchange on July 25, 1997.

===============================================================================
PART II.
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents that have been filed by U.S. Bancorp 
(formerly known as First Bank System, Inc.) (the "Company") with the 
Securities and Exchange Commission are incorporated by reference in this 
Registration Statement, as of their respective dates:

          (a)  First Bank System, Inc.'s Annual Report on Form 10-K for the 
          year ended December 31, 1996;

          (b)  First Bank System, Inc.'s Quarterly Report on Form 10-Q for the 
          quarter ending March 31, 1997;

          (c)  First Bank System, Inc.'s two Current Reports on Form 8-K filed 
          March 20, 1997 and the Current Report on Form 8-K filed June 24, 1997;

          (d)  the description of the Company's Common Stock contained in Item
          1 of the 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
          report filed for the purpose of updating such description filed
          subsequent to the date of this Prospectus and prior to the
          termination of the offering described herein.

          All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), subsequent to the date hereof and prior to the filing of a 
post-effective amendment which indicates that all securities offered hereby 
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 respective dates of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The description of the Company's capital stock to be offered 
pursuant to this Registration Statement has been incorporated by reference 
into this Registration Statement as described in Item 3 of this Part II.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   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 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 

                                       -2-
the Company or its stockholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of the law, 
(iii) under the Delaware statutory provision making directors personally 
liable for unlawful payment of dividends or unlawful stock repurchases or 
redemptions, or (iv) for any transaction for which the directors 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 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          No securities are to be reoffered or resold pursuant to this 
Registration Statement.

ITEM 8.   EXHIBITS

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

   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).

   4.3   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).

   4.4   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).

   4.5   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 Exhibit 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).

                                       -3-
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.

   5.1   Opinion and Consent of Dorsey & Whitney LLP.

  23.1   Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

  23.2   Consent of Ernst & Young LLP.

  23.3   Consent of Deloitte & Touche LLP.

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

  24.1   Powers of Attorney.

ITEM 9.   UNDERTAKINGS.

 A.       POST-EFFECTIVE AMENDMENTS.

          The undersigned registrant hereby undertakes:

                                       -4-
(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 in the information set 
                     forth 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 to such 
                     information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 
do not apply if the registration statement is on Form S-3, Form S-8 or Form 
F-3, and the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed with or 
furnished to the Commission 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.

     B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

          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 Section 15(d) of 
the Securities Exchange Act of 1934 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.

     C.   CLAIMS FOR INDEMNIFICATION.

                                       -5-
Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
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 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 other 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 Act and will be governed by the 
final adjudication of such issue.

                                       -6-
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-8 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 date indicated:

          Name                 Title                                  Date
          ----                 -----                                  ----

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

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

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

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

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

          *                Director and Chairman                 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

                                       -7-
Name                 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                              August 1, 1997
------------------------
Richard L. Schall

                                       -8-
Name                 Title                                  Date
          ----                 -----                                  ----

          *                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

                                       -9-
EXHIBIT INDEX

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

    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).

    4.3         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).

    4.4         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).

    4.5         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 Exhibit 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).
Exhibit Number              Description
--------------              -----------

    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.

    5.1         Opinion and Consent of Dorsey & Whitney LLP.

   23.1         Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

   23.2         Consent of Ernst & Young LLP.

   23.3         Consent of Deloitte & Touche LLP.

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

   24.1         Powers of Attorney.