SCHEDULE 13G
Amendment No.___
TRANSPORT CORPORATION OF AMERICA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
89385P102
(CUSIP Number)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cowen & Company
I.R.S. Identification No. 13-5616116
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
5. Sole Voting Power
5,000
6. Shared Voting Power
471,700
7. Sole Dispositive Power
5,000
8. Shared Dispositive Power
638,800
9. Aggregate Amount Beneficially Owned By Each Reporting Person
643,800
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares *
Not applicable.
11. Percent of Class Represented by Amount in Row 9
10.0%
12. Type of Reporting Person *
BD, IA
Item 1
(a) Transport Corporation of America, Inc.
(b) 1769 Yankee Doodle Road
Eagan, MN 55121
Item 2
(a) Cowen & Company
(b) Financial Square
New York, New York 10005-3597
(c) New York Limited Partnership
(d) Common Stock
(e) 89385P102
Item 3 IF THE STATEMENT IS FILED PURSUANT TO RULE 13a-l(a)
OR 13 d-2(b), CHECK WHETHER THE PERSON FILING IS:
(a) [ X ] Broker or Dealer registered under section of
the Act.
(e) [ X ] Investment advisor registered under section
203 of the Investment Advisers Act of 1940.
Item 4 OWNERSHIP
(a) 643,800
(b) 10.0%
(c) (i) 5,000
(ii) 471,700
(iii) 5,000
(iv) 638,800
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
As a broker-dealer and an investment adviser, Cowen & Company holds a portion
of the securities on behalf of its clients, none of whose individual interests
exceeds five percent.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes of effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
November 6, 1996
COWEN & COMPANY
By: Cowen Incorporated,
General Partner
By: /s/ David R. Sarns
David R. Sarns
Managing Director
