Exhibit 99.5

                          CONSENT OF MERRILL LYNCH

    We hereby consent to the inclusion of our opinion letter to the Board of 
Directors of Firstar Corporation ("Firstar"), to be dated the date of this 
Joint Proxy Statement/Prospectus which forms a part of the Registration 
Statement on Form S-4 relating to the proposed merger of Firstar with Star 
Banc Corporation, as Exhibit E to the Joint Proxy Statement/Prospectus, and 
to the references to such opinion in such Joint Proxy Statement/Prospectus 
under the captions "SUMMARY -- Opinions of Financial Advisors," and "THE 
MERGER -- Background of the Merger," "--Reasons of Firstar for the Merger," 
and "--Opinion of Firstar's Financial Advisor." In giving such consent, we do 
not admit that we come within the category of persons whose consent is 
required under Section 7 of the Securities Act of 1933, as amended, or the 
rules and regulations of the Securities and Exchange Commission thereunder, 
nor do we thereby admit that we are experts with respect to any part of such 
Registration Statement within the meaning of the term "experts" as used in 
the Securities Act of 1933, as amended, or the rules and regulations of the 
Securities and Exchange Commission thereunder.

MERRILL LYNCH & CO.


By: /s/ Merrill Lynch & Co.
    -----------------------


September 23, 1998