Registration No. 33-59207



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Post Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933




FIRSTAR CORPORATION
(Exact name of Registrant as specified in its charter)




Wisconsin            777 East Wisconsin Avenue               39-0711710
(State or other      Milwaukee, Wisconsin 53202              (IRS Employer
jurisdiction of           (414) 765-4321                     Identification
incorporation or     (Address, including zip code, and       No.)
organization)        telephone number, including area
                     code, of registrant's principal
                     executive offices)



FIRSTAR CORPORATION THRIFT AND SHARING PLAN
(Full title of the plan)


Howard H. Hopwood III, Senior Vice President & General Counsel
Firstar Corporation
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(414) 765-5977
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Part II

Information Required in The Registration Statement


This Post Effective Amendment No. 1 to Registration Statement No. 33-59207
on Form S-8 is being filed pursuant to Rule 416 to reflect an increase in the
number of previously registered and available shares of Firstar Corporation
Common Stock (and related Preferred Share Purchase Rights) offered under the
Firstar Corporation Thrift and Sharing Plan from 1,757,328 shares to 3,514,656
shares resulting from a two-for-one stock split effective January 27, 1997.


Item 8. Exhibits

(5)   In lieu of filing an opinion of counsel or
an Internal Revenue Service ("IRS")
determination letter pursuant to Item
601(b)(5) of Regulation S-K, the Registrant
hereby undertakes to submit or it has
submitted the Firstar Corporation Thrift
and Sharing Plan and any amendments
thereto to the IRS in a timely manner and
has made or will make all changes required
by the IRS in order to qualify the Plan.

(23)   Consent of KPMG Peat Marwick LLP.

(24)   Powers of Attorney.




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 Post Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee and State of
Wisconsin on this 31st day of March, 1997.


FIRSTAR CORPORATION


By:  /s/     ROGER L. FITZSIMONDS
             Roger L. Fitzsimonds
           Chairman of the Board and
            Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement has been signed below by
the following persons in the capacities and on the 31st day of March, 1997.

Signature                           Title

/s/     ROGER L. FITZSIMONDS*
        Roger L. Fitzsimonds   Chairman of the Board,
                               Chief Executive Officer and Director
                               (principal executive officer)

/s/     JOHN A. BECKER*
        John A. Becker         President and Director

/s/     JEFFREY B. WEEDEN*
        Jeffrey B. Weeden      Senior Vice President-Finance
                               and Treasurer (principal accounting and
                               financial officer)

/s/   MICHAEL E. BATTEN*
      Michael E. Batten        Director

/s/   ROBERT C. BUCHANAN*
      Robert C. Buchanan       Director

/s/   GEORGE M. CHESTER, JR.*
      George M. Chester, Jr.   Director

/s/   ROGER H. DERUSHA*
      Roger H. Derusha         Director

/s/
      James L. Forbes          Director


/s/   HOLMES FOSTER*
      Holmes Foster            Director

/s/
      Jerry M. Hiegel          Director

/s/   JOE HLADKY*
      Joe Hladky               Director

/s/
      C. Paul Johnson          Director

/s/   JAMES H. KEYES*
      James H. Keyes           Director

/s/   SHELDON B. LUBAR*
      Sheldon B. Lubar         Director

/s/   DANIEL F. MCKEITHAN, JR.*
      Daniel F. McKeithan, Jr. Director

/s/   GEORGE W. MEAD, II*
      George W. Mead, II       Director

/s/   GUY A. OSBORN*
      Guy A. Osborn            Director

/s/   JUDITH D. PYLE*
      Judith D. Pyle           Director

/s/   CLIFFORD V. SMITH, JR.*
      Clifford V. Smith, Jr.   Director

/s/
      William W. Wirtz         Director


By:  /s/  WILLIAM J. SCHULZ*
      William J. Schulz, Attorney-in-Fact
_______________
* Pursuant to authority granted by powers of attorney filed with Post
 Effective Amendment No. 1.



The Plan

Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Post Effective Amendment No. 1 to Registration Statement
to be signed on its behalf  by the undersigned, thereunto duly authorized,
in the City of Milwaukee and State of Wisconsin on the 31st day of March, 1997.


FIRSTAR CORPORATION THRIFT
   AND SHARING PLAN


By:   The Firstar Corporation Thrift
      and Sharing Plan Committee

By:   /s/  JAMES R. BLACKMAN*
       James R. Blackman, Member

By:   /s/  PAUL D. BRAUN*
       Paul D. Braun, Member

By:   /s/  TERESA CARPENTER*
       Teresa Carpenter, Member

By:   /s/  JACK R. CHMIEL*
       Jack R. Chmiel, Member

By:   /s/  DENNIS R. FREDRICKSON*
       Dennis R. Fredrickson, Member

By:   /s/  THERESA JONES*
       Theresa Jones, Member

By:   /s/  MATTHEW USELMAN*
       Matthew Uselman, Member

By:   /s/  GEOFFREY J. ZWICK*
       Geoffrey J. Zwick, Member


By:   /s/  WILLIAM J. SCHULZ *
       William J. Schulz, Attorney-in-Fact

_______________
* Pursuant to authority granted by powers of attorney filed with Post
 Effective Amendment No. 1 to Registration Statement.




Exhibit Index

Firstar Corporation
Thrift and Sharing Plan


Exhibit No.                             Exhibit

(5)             In lieu of filing an opinion of counsel or an Internal Revenue
                Service ("IRS") determination letter pursuant to Item 601(b)(5)
                of Regulation S-K, the Registrant hereby undertakes to submit
                or it has submitted the Firstar Corporation Thrift and Sharing
                Plan and any amendments thereto to the IRS in a timely manner
                and has made or will make all changes required by the IRS in
                order to qualify the Plan.

(23)            Consent of KPMG Peat Marwick LLP.

(24)            Powers of Attorney.



Exhibit 23


Consent of KPMG Peat Marwick LLP


The Board of Directors
Firstar Corporation:


We consent to incorporation by reference in the Post Effective Amendment No. 1
to Registration Statement on Form S-8 of Firstar Corporation relating to the
Firstar Corporation Thrift and Sharing Plan of our report dated January 15,
1997, relating to the consolidated balance sheets of Firstar Corporation and
Subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears
in the December 31, 1996 annual report on Form 10-K of Firstar Corporation,
incorporated by reference in the Registration Statement on Form S-8
(No. 33-59207).



KPMG Peat Marwick LLP



Milwaukee, Wisconsin
March 31, 1997



Exhibit 24



Firstar Corporation

Thrift and Sharing Plan Committee

Power of Attorney

With Respect to

Registration Statement on Form S-8

Covering The Thrift and Sharing Plan





KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Member
of the Firstar Corporation Thrift and Sharing Plan Committee,
does hereby constitute and appoint Roger L. Fitzsimonds, John A.
Becker, Howard H. Hopwood, William J. Schulz and Jeffrey B.
Weeden, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any
and all acts and things and execute, in his or her name any and
all instruments which said attorney and agent may deem necessary
or advisable to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with any and all
Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to such Registration
Statements relating to the Common Stock (and Related Preferred
Share Purchase Rights of Firstar Corporation) and interests in
the Plan, including specifically but without limitation thereto,
power and authority to sign his or her name to any such
Registration Statement and to such amendments (including
post-effective amendments) to any Registration Statement to be
filed with the Securities and Exchange Commission and to file
the same with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents
shall have, and may exercise, all the powers hereby conferred.



IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the

 *  day of March, 1997.



March 14, 1997 	/s/ James R. Blackman

March 14, 1997 /s/ Paul D. Braun

March 14, 1997 /s/ Teresa Carpenter

March 17, 1997 /s/ Jack R. Chmiel

March 17, 1997 /s/ Dennis R. Fredrickson

March 17, 1997 /s/ Theresa Jones

March 26, 1997 /s/ Matthew Uselman

March 14, 1997 /s/ Geoffrey Zwick





_______________

* Date set forth opposite their name.


Power of Attorney

With Respect to

Registration Statements on Form S-8

Covering Common Stock and

Related Preferred Share Purchase Rights of

Firstar Corporation





KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute
and appoint Roger L. Fitzsimonds, John A. Becker, Howard H.
Hopwood, William J. Schulz and Jeffrey B. Weeden, and each of
them, severally, his or her true and lawful attorney and agent
at any time and from time to time to do any and all acts and
things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar
Corporation, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to
give effect to a two-for-one split of the Common Stock of
Firstar Corporation approved by the Board of Directors of
Firstar Corporation on January 16, 1997, which action is
effective January 27, 1997, and to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with any and all Registration
Statements on Form S-8 and any and all amendments (including
post-effective amendments) to such Registration Statements
relating to the Common Stock and Related Preferred Share
Purchase Rights of Firstar Corporation, including specifically
but without limitation thereto, power and authority to sign his
or her name (whether on behalf of Firstar Corporation, or as an
officer or director of Firstar Corporation or by attesting the
seal of Firstar Corporation, or otherwise) to any such
Registration Statement and to such amendments (including
post-effective amendments) to any Registration Statement to be
filed with the Securities and Exchange Commission or any of the
exhibits, financial statements and schedules, or the
Prospectuses, filed therewith, and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
Any one of said attorneys and agents shall have, and may
exercise, all the powers hereby conferred.


IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 16th day of January, 1997.																		/s/
Michael E. Batten

/s/ John A. Becker

/s/ Roger H. Derusha

/s/ Roger L. Fitzsimonds

/s/ James L. Forbes

/s/ Holmes Foster

/s/ Jerry Hiegel

/s/ Joe F. Hladky

/s/ C. Paul Johnson

/s/ James H. Keyes

/s/ Sheldon B. Lubar

/s/ Daniel F. McKeithan, Jr.

/s/ Guy A. Osborn

/s/ Jeffrey B. Weeden