SecProbe.io

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January 27, 2005

By Facsimile and U.S. Mail

Benjamin F. Garmer, III, Esq.
Paul J. Jones, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367

	Re:	Total Logistics, Inc.
      	Schedule 14D-9, Amendment No. 1
		Filed January 25, 2005

Dear Mr. Garmer and Mr. Jones:

	We have the following comments on the above-referenced
filing:

Schedule 14D-9

1. We reissue comment 2.  The Schedule 14F-1 must be filed in
EDGAR with the header tag "SC 14F1."

Item 4.  The Solicitation or Recommendation, page 3
Reasons for the Determination, page 5

2. We note the statement that the financial advisor`s opinion
"should not be relied upon by the Company`s shareholders as such."
Because it is inconsistent with the disclosures relating to the opinion,
the limitation should be deleted.  Alternatively, disclose the basis
for the financial advisor`s belief that shareholders cannot rely upon
the opinion to support any claims against the financial advisor
arising under applicable state law.  Describe any applicable state-law
authority regarding the availability of such a potential defense.
In the absence of applicable state-law authority, disclose that the
availability of such a defense will be resolved by a court of
competent jurisdiction.  Also disclose that resolution of the
question of the availability of such a defense will have no effect
on the rights and responsibilities of the board of directors under
applicable state law.  Further disclose that the availability of
such a state-law defense to the financial advisor would have no effect
on the rights and responsibilities of either the financial advisor or
the board of directors under the federal securities laws.

3. We note the added disclosure summarizing the financial
advisor`s analysis.  Please revise to provide additional information,
such as the comparable companies and transactions and, where you have
disclosed the median values, the high, low and mean for each
analysis.  We note, for example, that although the multiples
implied from the transaction value are above the median of the
comparable companies multiples, they are not all above the mean.
Also, where the financial advisor chose particular values to use as a
basis for these calculations (such as the discount rate), disclose how
the values particular values were chosen.  Finally, please clarify the
disclosure related to the premiums paid analysis, as we are unable
to correlate the percentages disclosed in the last sentence of that
paragraph to the information in the board book supplied to us on a
supplemental basis.

     Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information. If you do not agree with a comment, please tell us why in
your response.  Direct any questions to me at (202) 942-1881.  You may
also contact me by facsimile at (202) 942-9638.

Sincerely,

Abby Adams
Special Counsel
Office of Mergers and Acquisitions

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