TRANSPORT CORPORATION OF AMERICA INC
10-Q/A, 2000-05-19
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               Amendment No. 1 to

                                    FORM 10-Q


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-24908


                     TRANSPORT CORPORATION OF AMERICA, INC.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)


                    MINNESOTA                             41-1386925
                    ---------                             -----------
           (State or other jurisdiction                 (I.R.S. Employer
         of incorporation or organization)             Identification No.)

                             1715 YANKEE DOODLE ROAD
                             EAGAN, MINNESOTA 55121
                             ----------------------
              (Address of principal executive offices and zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (651) 686-2500

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: YES __X__ NO

         As of May 10, 2000, the Company had outstanding 8,318,546 shares of
Common Stock, $.01 par value.





      THIS AMENDMENT TO FORM 10-Q IS FILED TO CORRECT THE NUMBER OF SHARES
                               ON THE COVER PAGE.


<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      TRANSPORT CORPORATION OF AMERICA, INC.

Date:        May 19, 2000                    /s/ Robert J. Meyers
         -------------------------    ---------------------------
                                      Robert J. Meyers
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                             /s/ Keith R. Klein
                                      ---------------------------
                                      Keith R. Klein
                                      Chief Financial Officer
                                      (Principal Financial Officer)



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