SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

                     Name of Issuer:  TNT Freightways Corp.

          Title of Class of Securities:  Common Stock, Par $.01

                            CUSIP Number:  87259J 103

Check the following box if a fee is being paid with this statement [ ].  (A
fee is not required only if the filing person:  (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).




CUSIP No. 87259J 103

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Firstar Corporation

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [ ]
(b)  [x]

3.  SEC USE ONLY



4.  CITIZENSHIP OR PLACE OF ORGANIZATION

State of organization:  Wisconsin

NUMBER OF    5.  SOLE VOTING POWER

 SHARES          None

BENEFICIALLY 6.  SHARED VOTING POWER

  OWNED BY       None

    EACH     7.  SOLE DISPOSITIVE POWER

  REPORTING      None

   PERSON    8.  SHARED DISPOSITIVE POWER

    WITH         None

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12.  TYPE OF REPORTING PERSON*

HC


Item 1(a).  Name of Issuer:

TNT Freightways Corp.

Item 1(b).  Address of Issuer's Principal Executive Offices:

9700 Higgins Road, Suite 570
Rosemont, Illinois 60018

Item 2(a).  Name of Person Filing:

Firstar Corporation

Item 2(b).  Address of Principal Business Office or, if none, Residence:

777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202

Item 2(c).  Citizenship:

State of organization:  Wisconsin

Item 2(d).  Title of Class of Securities:

Common Stock, Par $.01

Item 2(e).  CUSIP Number:

87259J 103

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:

(a)  [ ]  Broker or Dealer registered under section 15 of the Act

(b)  [ ]  Bank as defined in section 3(a)(6) of the Act

(c)  [ ]  Insurance Company as defined in section 3(a)(19) of the Act

(d)  [ ]  Investment Company registered under section 8 of the Investment
Company Act

(e)  [ ]  Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940

(f)  [ ]  Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income of 1974 or Endowment Fund; see
240.13d-1(b)(1)(ii)(F)

(g)  [x]  Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
(Note:  See Item 7)

(h)  [ ]  Group in accordance with 240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership:



(a)  Amount Beneficially Owned as of December 31, 1995:

None

(b)  Percent of Class:

0%

(c)  Number of Shares as to which such person has:

(i)  sole power to vote or to direct the vote:

None

(ii)  shared power to vote or to direct to the vote:

None

(iii)  sole power to dispose or to direct the disposition of:

None

(iv)  shared power to dispose ore to direct the disposition of:

None

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [x].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8.  Identification and Classification of Members of the Group.

Not Applicable

Item 9.  Notice of Dissolution of Group.

Not Applicable

Item 10.  Certification.

Not Applicable


Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:  February 12, 1996

FIRSTAR CORPORATION



By:  /s/ William J. Schulz



Name/Title:  William J. Schulz, Senior Vice President and Secretary