EXHIBIT 1.

                            AMENDED RIGHTS AGREEMENT

         This Amendment No. 1 to Rights Agreement is entered into effective this
29th day of June, 1998 by and between Transport Corporation of America, Inc., a
Minnesota corporation (the "Company") and Norwest Bank Minnesota, N.A., (the
"Rights Agent").

         WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of February 25, 1997 (the "Agreement") and now desire
to amend Section 1(a) of the Rights Agreement.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, Section 1(a) of the Rights Agreement is hereby amended
in its entirety as follows:

                  (a) "Acquiring Person" shall mean any Person (as such term is
         hereinafter defined) who or which, together with all Affiliates (as
         such term is hereinafter defined) and Associates (as such term is
         hereinafter defined) of such Person, without the prior approval of a
         majority of the Board of Directors, shall be the Beneficial Owner (as
         such term is hereinafter defined) of voting securities having fifteen
         percent (15%) or more of the then voting power of the Company, but
         shall not include the Company, any Subsidiary of the Company, any
         employee benefit plan of the Company or of any Subsidiary of the
         Company, or any entity organized, appointed or established by the
         Company for or pursuant to the terms of any such plan; provided,
         however, that if a Person is the Beneficial Owner at the close of
         business on the date of this Agreement of fifteen percent (15%) or more
         of the voting power of the Company, such Person shall not be deemed an
         Acquiring Person unless and until such Person acquires any additional
         Common Stock in any manner other than pursuant to a stock dividend,
         stock split, recapitalization or similar transaction that does not
         affect the percentage of outstanding Common Stock beneficially owned by
         such Person. Notwithstanding the foregoing or the last sentence of this
         Section 1(a), no Person shall become an "Acquiring Person" as the
         result of an acquisition of Common Stock by the Company which, by
         reducing the number of shares outstanding, increases the proportionate
         number of shares beneficially owned by such Person to fifteen percent
         (15%) or more of the then voting power of the Company then outstanding;
         provided, however, that if a Person shall become the Beneficial Owner
         of fifteen percent (15%) or more of the then voting power of the
         Company then outstanding by reason of shares purchased by the Company
         and shall, after such share purchases by the Company, become the
         Beneficial Owner of any additional Common Stock of the Company, then
         such Person shall be deemed to be an "Acquiring Person."
         Notwithstanding the foregoing, if a majority of the Continuing
         Directors then in office determines in good faith that a Person who
         would otherwise be an "Acquiring Person", as defined pursuant to the
         foregoing provisions of this paragraph (a), has become such
         inadvertently, and such Person divests as promptly as practicable a
         sufficient number of shares of Common Stock so that such Person would
         no longer be an Acquiring Person, as defined pursuant to the foregoing








         provisions of this paragraph (a), then such Person shall not be deemed
         to be an "Acquiring Person" for any purposes of this Agreement.
         Notwithstanding the foregoing, the parties to that certain Stock
         Purchase Agreement of the Company dated May 20, 1998 relating to the
         acquisition of North Star Transport, Inc. who will be receiving the
         Company's Common Stock pursuant to such Stock Purchase Agreement (the
         "North Star Shareholders") shall not be deemed an Acquiring Person
         until such time as they become the Beneficial Owner of seventeen
         percent (17%) or more of the voting power of the Company and references
         to "fifteen percent (15%)" in this Agreement shall be deemed to refer
         to "seventeen percent (17%)" when applied to the North Star
         Shareholders.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested as of the day and year first above written.


                                         TRANSPORT CORPORATION OF AMERICA, INC.
Attest:

By-----------------------                By-------------------------------------
    Its-------------------                   Its--------------------------------


                                         NORWEST BANK MINNESOTA, N.A.
Attest:

By-----------------------                By-------------------------------------
    Its-------------------                   Its--------------------------------