Registration No. 33-_____
                                                                           

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

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

         Wisconsin                                          39-0711710
    (State or other jurisdiction                          (I.R.S. Employer 
   of incorporation or organization)                      Identification No.)
                        
       777 East Wisconsin Avenue
         Milwaukee, Wisconsin                               53202
(Address of principal executive offices)                 (Zip Code)


                      First Colonial Bankshares Corporation
                                 Retirement Plan

                            (Full title of the plans)
                              ____________________


                           Howard H. Hopwood III, Esq.
                               Firstar Corporation
                            777 East Wisconsin Avenue
                           Milwaukee, Wisconsin  53202
                                 (414) 765-5977
            (Name, address and telephone number, including area code,
                              of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

        Title of         Amount       Proposed     Proposed
    Securities to be      to be       Maximum       Maximum    Amount of
       Registered      Registered     Offering     Aggregate   Registrat
                                       Price       Offering     ion Fee
                                     Per Share       Price

    Common Stock,        12,000      $27.69(1)    $332,280(1)   $114.58
     $1.25 par value     shares

    Preferred Share      6,000          (2)           (2)         (2)
    Purchase Rights      rights

   (1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933
        solely for the purpose of calculating the registration fee based on
        the average of the high and low prices for Firstar Corporation
        Common Stock on the New York Stock Exchange consolidated reporting
        system on January 27, 1995.

   (2)  The value attributable to the Preferred Share Purchase Rights is
        reflected in the market price of the Common Stock to which the
        Rights are attached.


                        _________________________________


        In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   <PAGE>
                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by Firstar
   Corporation (the "Company") or by the First Colonial Bankshares
   Corporation Retirement Plan (the "Plan") are hereby incorporated herein by
   reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 31, 1993, which includes certified financial statements as of and
   for the year ended December 31, 1993.

             2.   The Plan's Annual Report on Form 11-K for the year ended
   December 31, 1993.

             3.   All other reports filed since December 31, 1993 by the
   Company or the Plan pursuant to Section 13(a) or 15(d) of the Securities
   Exchange Act of 1934.

             4.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, including any
   amendment or report filed for the purpose of updating such description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement 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 in this Registration Statement 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.

             Howard H. Hopwood III, Esq., Senior Vice President and General
   Counsel of the Company, has acted as legal counsel for the Company in
   connection with the registration of the Common Stock.  Mr. Hopwood is a
   full-time employee of the Company and at December 31, 1994 beneficially
   owned 55,372 shares of Common Stock.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law, directors
   and officers of the Company are entitled to mandatory indemnification from
   the Company against certain liabilities and expenses (i) to the extent
   such officers or directors are successful in the defense of a proceeding
   and (ii) in proceedings in which the director or officer is not successful
   in defense thereof, unless it is determined that the director or officer
   breached or failed to perform his or her duties to the Company and such
   breach or failure constituted:  (a) a willful failure to deal fairly with
   the Company or its shareholders in connection with a matter in which the
   director or officer had a material conflict of interest; (b) a violation
   of the criminal law unless the director or officer had reasonable cause to
   believe his or her conduct was lawful or had no reasonable cause to
   believe his or her conduct was unlawful; (c) a transaction from which the
   director or officer derived an improper personal profit; or (d) willful
   misconduct.  It should be noted that the Wisconsin Business Corporation
   Law specifically states that it is the public policy of Wisconsin to
   require or permit indemnification in connection with a proceeding
   involving securities regulation, as described therein, to the extent
   required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status as directors except
   in circumstances paralleling those in subparagraphs (a) through (d)
   outlined above.

             The Company's By-Laws contain similar indemnification provisions
   as to directors and officers of the Company.  In addition, the Company has
   entered into individual indemnity agreements with all of its current
   directors.  The indemnity agreements are virtually identical in all
   substantive respects to the Company's By-Laws.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The Company maintains a liability insurance policy for officers
   and directors which extends to, among other things, liability arising
   under the Securities Act of 1933, as amended.

             In addition, the Company's Pension Plan and Thrift and Sharing
   Plan provide for indemnification of members of the plan committees and
   directors of the Company as follows:

        The Company shall indemnify each member of the Plan Committee
        and the Board and hold each of them harmless from the
        consequences of his acts or conduct in his official capacity, if
        he acted in good faith and in a manner he reasonably believed to
        be solely in the best interests of the Participants and their
        Beneficiaries, and with respect to any criminal action or
        proceeding had no reasonable cause to believe his conduct was
        unlawful.  Such indemnification shall cover any and all
        attorneys' fees and expenses, judgments, fines and amounts paid
        in settlement, but only to the extent such amounts are not paid
        to such person(s) under the Company's fiduciary insurance policy
        and to the extent that such amounts are actually and reasonably
        incurred by such person(s).

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              First Colonial Bankshares
                       Corporation Retirement Plan
    (4.2)              First Amendment to the First
                       Colonial Bankshares Corporation
                       Retirement Plan
    (5)                Opinion of Howard H. Hopwood
                       III, Esq.
    (23.1)             Consent of KPMG Peat Marwick LLP
    (23.2)             Consent of KPMG Peat Marwick LLP
    (23.3)             Consent of Howard H. Hopwood
                       III, Esq. (contained in Exhibit
                       5 hereto)
    (24)               Powers of Attorney

             The undersigned Registrant hereby undertakes to submit the Plan,
   as amended, to the Internal Revenue Service ("IRS") in a timely manner and
   will make all changes required by the IRS in order to continue the
   qualification of the Plan under Section 401 of the Internal Revenue Code
   of 1986, as amended.

   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, as amended;

                  (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, represents 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 Section 15(d) of the Securities
   Exchange Act of 1934, as amended, that are incorporated by reference in
   the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new Registration Statement relating to the
   securities offered herein, 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 of 1933, as
   amended, each filing of the Registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
   that is incorporated by reference in this Registration Statement shall be
   deemed to be a new Registration Statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933, as amended, 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 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.

                                   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 Milwaukee,
   State of Wisconsin, on January 31, 1995.

                                      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
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  

         Signatures                         Title               Date


    /s/Roger L. Fitzsimonds          Chairman of the       January 31, 1995
    Roger L. Fitzsimonds             Board, Chief
                                     Executive Officer
                                     and Director
                                     (principal executive
                                     officer)

    /s/John A. Becker            *   President and         January 31, 1995
    John A. Becker                   Director


    /s/William H. Risch          *   Senior Vice           January 31, 1995
    William H. Risch                 President-Finance
                                     and Treasurer
                                     (principal
                                     accounting and
                                     financial officer)



    __________________________             Director
         Robert C. Buchanan

    /s/Michael E. Batten         *         Director        January 31, 1995
    Michael E. Batten


    /s/George M. Chester, Jr.    *         Director        January 31, 1995
    George M. Chester, Jr.

    /s/Roger H. Derusha          *         Director        January 31, 1995
    Roger H. Derusha


    /s/James L. Forbes           *         Director        January 31, 1995
    James L. Forbes


    /s/Holmes Foster             *         Director        January 31, 1995
    Holmes Foster


    _______________________________        Director
         Joseph F. Heil, Jr.


    /s/John H. Hendee            *         Director        January 31, 1995
    John H. Hendee


    /s/Jerry M. Hiegel           *         Director        January 31, 1995
    Jerry M. Hiegel

    /s/Joe Hladky                *         Director        January 31, 1995
    Joe Hladky


    /s/James H. Keyes            *         Director        January 31, 1995
    James H. Keyes

    /s/Sheldon B. Lubar          *         Director        January 31, 1995
    Sheldon B. Lubar


    /s/Daniel F. McKeithan, Jr.  *         Director        January 31, 1995
    Daniel F. McKeithan, Jr.


    /s/George W. Mead, II        *         Director        January 31, 1995
    George W. Mead, II

    /s/Guy A. Osborn             *         Director        January 31, 1995
    Guy A. Osborn


    /s/Judith D. Pyle            *         Director        January 31, 1995
    Judith D. Pyle


    /s/Clifford V. Smith, Jr.    *         Director        January 31, 1995
    Clifford V. Smith, Jr.

    /s/William W. Wirtz          *         Director        January 31, 1995
    William W. Wirtz

                                      By:/s/William J. Schulz       
                                           William J. Schulz
                                           Attorney-in-Fact


   _________________________
   *  Pursuant to authority granted by powers of attorney filed with the
   Registration Statement.

   <PAGE>
             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, First Colonial Bankshare Corporation Retirement Plan Committee,
   which administers the Plan, has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, hereunto duly authorized, in
   the City of Milwaukee, and the State of Wisconsin, on this 31st day of
   January, 1995.

                                      FIRST COLONIAL BANKSHARES 
                                      CORPORATION RETIREMENT PLAN



                                      /s/Paul D. Braun                       
                                      Paul D. Braun

                                      /s/Teresa E. Carpenter                 
                                      Teresa E. Carpenter

                                                                             
                                      William J. Hornig



                                      The foregoing persons are all of the
                                      members of the First Colonial

                                      Bankshares Corporation Retirement Plan
                                      Committee which is the administrator of
                                      the First Colonial Bankshares
                                      Corporation Retirement Plan.

   <PAGE>
             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, First Colonial Bankshare Corporation Retirement Plan Committee,
   which administers the Plan, has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, hereunto duly authorized, in
   the City of Milwaukee, and the State of Wisconsin, on this 31st day of
   January, 1995.

                                      FIRST COLONIAL BANKSHARES 
                                      CORPORATION RETIREMENT PLAN



                                                                             
                                      Paul D. Braun

                                                                             
                                      Teresa E. Carpenter

                                      /s/William J. Hornig                   
                                      William J. Hornig



                                      The foregoing persons are all of the
                                      members of the First Colonial
                                      Bankshares Corporation Retirement Plan
                                      Committee which is the administrator of
                                      the First Colonial Bankshares
                                      Corporation Retirement Plan.

   <PAGE>
                                  EXHIBIT INDEX

    Exhibit No.                  Exhibit

    (4.1)        First Colonial Bankshares Corporation
                 Retirement Plan

    (4.2)        First Amendment to the First Colonial
                 Bankshares Corporation Retirement Plan

    (5)          Opinion of Howard H. Hopwood III, Esq.

    (23.1)       Consent of KPMG Peat Marwick LLP

    (23.2)       Consent of KPMG Peat Marwick LLP

    (23.3)       Consent of Howard H. Hopwood III, Esq.
                 (contained in Exhibit 5 hereto)

    (24)         Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FIRSTAR CORPORATION FORM S-8", "secsgml_size_bytes": 21605}]
{"company-data": {"conformed-name": "FIRSTAR CORP /WI/", "cik": "0000037076", "assigned-sic": "6022", "irs-number": "390711710", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57523", "film-number": "95504296"}, "business-address": {"street1": "777 E WISCONSIN AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4147654985"}, "mail-address": {"street1": "777 EAST WISCONSIN AVENUE", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}, "former-company": [{"former-conformed-name": "FIRST WISCONSIN CORP", "date-changed": "19890124"}, {"former-conformed-name": "FIRST WISCONSIN BANKSHARES CORP", "date-changed": "19750204"}]}
Registration No. 33-_____
                                                                           

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

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

         Wisconsin                                          39-0711710
    (State or other jurisdiction                          (I.R.S. Employer 
   of incorporation or organization)                      Identification No.)
                        
       777 East Wisconsin Avenue
         Milwaukee, Wisconsin                               53202
(Address of principal executive offices)                 (Zip Code)

                      First Colonial Bankshares Corporation
                                 Retirement Plan

                            (Full title of the plans)
                              ____________________

                           Howard H. Hopwood III, Esq.
                               Firstar Corporation
                            777 East Wisconsin Avenue
                           Milwaukee, Wisconsin  53202
                                 (414) 765-5977
            (Name, address and telephone number, including area code,
                              of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

        Title of         Amount       Proposed     Proposed
    Securities to be      to be       Maximum       Maximum    Amount of
       Registered      Registered     Offering     Aggregate   Registrat
                                       Price       Offering     ion Fee
                                     Per Share       Price

    Common Stock,        12,000      $27.69(1)    $332,280(1)   $114.58
     $1.25 par value     shares

    Preferred Share      6,000          (2)           (2)         (2)
    Purchase Rights      rights

   (1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933
        solely for the purpose of calculating the registration fee based on
        the average of the high and low prices for Firstar Corporation
        Common Stock on the New York Stock Exchange consolidated reporting
        system on January 27, 1995.

   (2)  The value attributable to the Preferred Share Purchase Rights is
        reflected in the market price of the Common Stock to which the
        Rights are attached.

                        _________________________________

        In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by Firstar
   Corporation (the "Company") or by the First Colonial Bankshares
   Corporation Retirement Plan (the "Plan") are hereby incorporated herein by
   reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 31, 1993, which includes certified financial statements as of and
   for the year ended December 31, 1993.

             2.   The Plan's Annual Report on Form 11-K for the year ended
   December 31, 1993.

             3.   All other reports filed since December 31, 1993 by the
   Company or the Plan pursuant to Section 13(a) or 15(d) of the Securities
   Exchange Act of 1934.

             4.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, including any
   amendment or report filed for the purpose of updating such description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement 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 in this Registration Statement 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.

             Howard H. Hopwood III, Esq., Senior Vice President and General
   Counsel of the Company, has acted as legal counsel for the Company in
   connection with the registration of the Common Stock.  Mr. Hopwood is a
   full-time employee of the Company and at December 31, 1994 beneficially
   owned 55,372 shares of Common Stock.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law, directors
   and officers of the Company are entitled to mandatory indemnification from
   the Company against certain liabilities and expenses (i) to the extent
   such officers or directors are successful in the defense of a proceeding
   and (ii) in proceedings in which the director or officer is not successful
   in defense thereof, unless it is determined that the director or officer
   breached or failed to perform his or her duties to the Company and such
   breach or failure constituted:  (a) a willful failure to deal fairly with
   the Company or its shareholders in connection with a matter in which the
   director or officer had a material conflict of interest; (b) a violation
   of the criminal law unless the director or officer had reasonable cause to
   believe his or her conduct was lawful or had no reasonable cause to
   believe his or her conduct was unlawful; (c) a transaction from which the
   director or officer derived an improper personal profit; or (d) willful
   misconduct.  It should be noted that the Wisconsin Business Corporation
   Law specifically states that it is the public policy of Wisconsin to
   require or permit indemnification in connection with a proceeding
   involving securities regulation, as described therein, to the extent
   required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status as directors except
   in circumstances paralleling those in subparagraphs (a) through (d)
   outlined above.

             The Company's By-Laws contain similar indemnification provisions
   as to directors and officers of the Company.  In addition, the Company has
   entered into individual indemnity agreements with all of its current
   directors.  The indemnity agreements are virtually identical in all
   substantive respects to the Company's By-Laws.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The Company maintains a liability insurance policy for officers
   and directors which extends to, among other things, liability arising
   under the Securities Act of 1933, as amended.

             In addition, the Company's Pension Plan and Thrift and Sharing
   Plan provide for indemnification of members of the plan committees and
   directors of the Company as follows:

        The Company shall indemnify each member of the Plan Committee
        and the Board and hold each of them harmless from the
        consequences of his acts or conduct in his official capacity, if
        he acted in good faith and in a manner he reasonably believed to
        be solely in the best interests of the Participants and their
        Beneficiaries, and with respect to any criminal action or
        proceeding had no reasonable cause to believe his conduct was
        unlawful.  Such indemnification shall cover any and all
        attorneys' fees and expenses, judgments, fines and amounts paid
        in settlement, but only to the extent such amounts are not paid
        to such person(s) under the Company's fiduciary insurance policy
        and to the extent that such amounts are actually and reasonably
        incurred by such person(s).

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              First Colonial Bankshares
                       Corporation Retirement Plan
    (4.2)              First Amendment to the First
                       Colonial Bankshares Corporation
                       Retirement Plan
    (5)                Opinion of Howard H. Hopwood
                       III, Esq.
    (23.1)             Consent of KPMG Peat Marwick LLP
    (23.2)             Consent of KPMG Peat Marwick LLP
    (23.3)             Consent of Howard H. Hopwood
                       III, Esq. (contained in Exhibit
                       5 hereto)
    (24)               Powers of Attorney

             The undersigned Registrant hereby undertakes to submit the Plan,
   as amended, to the Internal Revenue Service ("IRS") in a timely manner and
   will make all changes required by the IRS in order to continue the
   qualification of the Plan under Section 401 of the Internal Revenue Code
   of 1986, as amended.

   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, as amended;

                  (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, represents 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 Section 15(d) of the Securities
   Exchange Act of 1934, as amended, that are incorporated by reference in
   the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new Registration Statement relating to the
   securities offered herein, 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 of 1933, as
   amended, each filing of the Registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
   that is incorporated by reference in this Registration Statement shall be
   deemed to be a new Registration Statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933, as amended, 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 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.

                                   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 Milwaukee,
   State of Wisconsin, on January 31, 1995.

                                      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
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  

         Signatures                         Title               Date

    /s/Roger L. Fitzsimonds          Chairman of the       January 31, 1995
    Roger L. Fitzsimonds             Board, Chief
                                     Executive Officer
                                     and Director
                                     (principal executive
                                     officer)

    /s/John A. Becker            *   President and         January 31, 1995
    John A. Becker                   Director

    /s/William H. Risch          *   Senior Vice           January 31, 1995
    William H. Risch                 President-Finance
                                     and Treasurer
                                     (principal
                                     accounting and
                                     financial officer)

    __________________________             Director
         Robert C. Buchanan

    /s/Michael E. Batten         *         Director        January 31, 1995
    Michael E. Batten

    /s/George M. Chester, Jr.    *         Director        January 31, 1995
    George M. Chester, Jr.

    /s/Roger H. Derusha          *         Director        January 31, 1995
    Roger H. Derusha

    /s/James L. Forbes           *         Director        January 31, 1995
    James L. Forbes

    /s/Holmes Foster             *         Director        January 31, 1995
    Holmes Foster

    _______________________________        Director
         Joseph F. Heil, Jr.

    /s/John H. Hendee            *         Director        January 31, 1995
    John H. Hendee

    /s/Jerry M. Hiegel           *         Director        January 31, 1995
    Jerry M. Hiegel

    /s/Joe Hladky                *         Director        January 31, 1995
    Joe Hladky

    /s/James H. Keyes            *         Director        January 31, 1995
    James H. Keyes

    /s/Sheldon B. Lubar          *         Director        January 31, 1995
    Sheldon B. Lubar

    /s/Daniel F. McKeithan, Jr.  *         Director        January 31, 1995
    Daniel F. McKeithan, Jr.

    /s/George W. Mead, II        *         Director        January 31, 1995
    George W. Mead, II

    /s/Guy A. Osborn             *         Director        January 31, 1995
    Guy A. Osborn

    /s/Judith D. Pyle            *         Director        January 31, 1995
    Judith D. Pyle

    /s/Clifford V. Smith, Jr.    *         Director        January 31, 1995
    Clifford V. Smith, Jr.

    /s/William W. Wirtz          *         Director        January 31, 1995
    William W. Wirtz

                                      By:/s/William J. Schulz       
                                           William J. Schulz
                                           Attorney-in-Fact

   _________________________
   *  Pursuant to authority granted by powers of attorney filed with the
   Registration Statement.
The Plan.  Pursuant to the requirements of the Securities Act of
   1933, First Colonial Bankshare Corporation Retirement Plan Committee,
   which administers the Plan, has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, hereunto duly authorized, in
   the City of Milwaukee, and the State of Wisconsin, on this 31st day of
   January, 1995.

                                      FIRST COLONIAL BANKSHARES 
                                      CORPORATION RETIREMENT PLAN

                                      /s/Paul D. Braun                       
                                      Paul D. Braun

                                      /s/Teresa E. Carpenter                 
                                      Teresa E. Carpenter

                                                                             
                                      William J. Hornig

                                      The foregoing persons are all of the
                                      members of the First Colonial

                                      Bankshares Corporation Retirement Plan
                                      Committee which is the administrator of
                                      the First Colonial Bankshares
                                      Corporation Retirement Plan.
The Plan.  Pursuant to the requirements of the Securities Act of
   1933, First Colonial Bankshare Corporation Retirement Plan Committee,
   which administers the Plan, has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, hereunto duly authorized, in
   the City of Milwaukee, and the State of Wisconsin, on this 31st day of
   January, 1995.

                                      FIRST COLONIAL BANKSHARES 
                                      CORPORATION RETIREMENT PLAN

                                                                             
                                      Paul D. Braun

                                                                             
                                      Teresa E. Carpenter

                                      /s/William J. Hornig                   
                                      William J. Hornig

                                      The foregoing persons are all of the
                                      members of the First Colonial
                                      Bankshares Corporation Retirement Plan
                                      Committee which is the administrator of
                                      the First Colonial Bankshares
                                      Corporation Retirement Plan.
EXHIBIT INDEX

    Exhibit No.                  Exhibit

    (4.1)        First Colonial Bankshares Corporation
                 Retirement Plan

    (4.2)        First Amendment to the First Colonial
                 Bankshares Corporation Retirement Plan

    (5)          Opinion of Howard H. Hopwood III, Esq.

    (23.1)       Consent of KPMG Peat Marwick LLP

    (23.2)       Consent of KPMG Peat Marwick LLP

    (23.3)       Consent of Howard H. Hopwood III, Esq.
                 (contained in Exhibit 5 hereto)

    (24)         Powers of Attorney