Exhibit 8.2

               [Letterhead of Wachtell, Lipton, Rosen & Katz]


                           September 23, 1998




Star Banc Corporation
425 Walnut Street
Cincinnati, OH 45202

Ladies/Gentlemen:

     We have acted as special counsel to Star Banc Corporation, an Ohio 
corporation ("Star"), in connection with the proposed merger (the "First Step 
Merger") of Firstar Merger Corporation, a  Wisconsin corporation ("Merger 
Sub"), a direct wholly-owned subsidiary of Firstar (WI) Corporation ("Firstar 
(WI)"), with and into Firstar Corporation, a Wisconsin corporation and the 
direct parent of Firstar (WI) ("Firstar") and the proposed merger (the 
"Second Step Merger") and, together with the First Step Merger, the "Merger") 
of Star with and into Firstar, each step of the Merger pursuant to the 
Agreement and Plan of Merger, dated as of June 30, 1998 and amended and 
restated as of September 17, 1998 (the "Merger Agreement"), by and among 
Star, Firstar, Merger Sub and Firstar (WI). At your request, in connection 
with the filing of the Registration Statement on Form S-4 filed with the 
Securities and Exchange Commission in connection with the Merger (the 
"Registration Statement"), we are rendering our opinion as to certain federal 
income tax consequences of the Merger.

     For purposes of the opinion set forth below, we have relied, with the 
consent of Star, Firstar and Firstar (WI), upon the accuracy and completeness 
of the statements and representations (which statements and representations 
we have neither investigated nor verified) contained, respectively, in the 
certificates of the officers of Star, Firstar and Firstar (WI), dated the 
date hereof, and have assumed that such statements and representations 
will be complete and accurate as of the First Effective Time and as of the 
Second Effective Time and that all representations made to the knowledge 
of any person or entity or with similar qualification are and will be 
true and correct as if made without such qualification. We have also 
relied upon the accuracy of the Registration Statement and the Joint 
Proxy Statement-Prospectus of Star and Firstar (the "Joint Proxy 
Statement-Prospectus") included therein. Any capitalized term used and 
not defined herein has the meaning given to it in the Joint Proxy 
Statement-Prospectus or the appendices thereto (including the Merger 
Agreement).

     We have also assumed that: (i) the transactions contemplated by the 
Merger Agreement will be consummated in accordance therewith and as described 
in the Joint Proxy Statement-Prospectus (and no transaction or condition 
stated therein and material to this opinion will be waived by any party); 
and (ii) the Merger will be reported by Star, Firstar, and Firstar (WI) on 
their respective federal income tax returns in a manner consistent with the 
opinion set forth below.

     Based upon and subject to the foregoing, it is our opinion, under 
currently applicable United States federal income tax law, that: (i) each of 
the First Step Merger and the Second Step Merger will constitute a 
reorganization within the meaning of Section 368(a) of the Internal Revenue 
Code; Firstar, Firstar (WI), and Merger Sub will each be a party to the 
reorganization in respect of the First Step Merger; and Firstar, Firstar 
(WI), and Star will each be a party to the reorganization in respect of the 
Second Step Merger; (ii) no gain or loss will be recognized by Firstar, 
Firstar (WI), or Merger Sub as a result of the First Step Merger or by 
Firstar, Firstar (WI), or Star as a result of the Second Step Merger, (iii) 
no gain or loss will be recognized by the shareholders of Firstar who 
exchange all of their Firstar Common Stock solely for Combined Company Common 
Stock pursuant to the First Step Merger (except with respect to cash received 
in lieu of a fractional share interest in Combined Company Common Stock); and 
(iv) no gain or loss will be recognized by the Star shareholders who exchange 
all of their Star Common Stock solely for Combined Company Common Stock 
pursuant to the Second Step Merger.

     We hereby consent to the filing of this opinion with the Securities and 
Exchange Commission as an exhibit to the Registration Statement, and to the 
reference to us under the caption "THE MERGER--Material Federal Income Tax 
Consequences." In giving such consent, we do not thereby admit that we are in 
the category of persons whose consent is required under Section 7 of the 
Securities Act of 1933, as amended.

     This opinion relates solely to certain federal income tax consequences 
of the Merger and no opinion is expressed as to the tax consequences under 
any foreign, state or local tax law or under any federal tax laws other than 
those pertaining to the income tax.

     We are furnishing this opinion to you solely in connection with the 
Registration Statement and this opinion is not to be relied upon, circulated, 
quoted or otherwise referred to for any other purpose.


                                       Very truly yours,

                                       /s/ Wachtell, Lipton, Rosen & Katz



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