[DESCRIPTION]FORM S-8
As filed with the Securities and Exchange Commission on April 19,
1999.

                                                              
                            UNITED STATES
                    SECURITIES & EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                                
                                 
                 FLORIDA EAST COAST INDUSTRIES, INC.
        (Exact name of issuer as specified in its charter)

                                
       Florida                              59-2349968
(State or other jurisdiction of(IRS Employer Identification Number) 
incorporation or organization)
                                
  One Malaga Street, St. Augustine, FL           32085-1048  
 (Address of principal executive offices)        (Zip Code) 

                      1998 STOCK INCENTIVE PLAN
                      (Full title of the plans)
                                
                         Heidi J. Eddins
                        One Malaga Street
                  St. Augustine, Florida 32085-1048
               (Name and address of agent for service)
                                                                  
                             (904) 826-2260
  (Telephone number, including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                             
                                Proposed   Proposed
                                 maximum   maximum
Title of securities    Amount     offering  aggregate     Amount of
      to                to be    price per   offering  registration
 be registered     registered    share*     price*      fee
     <S>              <C>         <C>        <C>        <C>

Common Stock,   1,600,000**  $29 5/16*** $46,900,000***  $13,038.20
no par value    

</TABLE>
<PAGE>
 (*)  Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457 under the Securities Act of
1933, as amended.

 (**)  Such presently indeterminable number of additional shares of
Common Stock are also registered hereunder as may be issued in the
event of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other similar change in Common
Stock.

 (***)  Estimate based on the average of the high and low share
prices reported on the New York Stock Exchange for April 12, 1999.


                           PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
          The documents containing the information specified in
Part I of this Registration Statement on Form S-8 will be sent or
given to employees as specified by Rule 428(b)(1).  Such documents
are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  These documents and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

     The following prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and, pursuant to General Instruction C to Form
S-8, may be used for reofferings and resales of the Company's
Common Stock, no par value per share, to be issued to the persons
named therein under the Company's 1998 Stock Incentive Plan, as
amended.
                                
                    FLORIDA EAST COAST INDUSTRIES, INC.
                                
                     739,730 Shares of Common Stock
                                
                         One Malaga Street
                  St. Augustine, Florida 32085-1048
                          (904) 296-8250
                                
     This Prospectus relates to up to 739,730 shares of Common
Stock, no par value per share ("Shares"), of Florida East Coast
Industries, Inc. (the "Company") which will be issued to and
eventually reoffered or resold by the Selling Security Holders (as
defined herein) listed under the caption "Selling Security
Holders."

                             I-1
<PAGE>
     The Shares covered by this Prospectus may be offered by the
Selling Securities Holders from time to time in transactions on the
New York Stock Exchange ("NYSE"), at prices and terms then
obtainable, through negotiated transactions at negotiated prices,
or through underwriters, broker-dealers or otherwise; there is,
however, no commitment to sell any of these shares.  The amount of
shares offered will be determined from time to time by the Selling
Security Holders in their sole discretion.  The Company will not
receive any part of the proceeds of any sales made hereunder. Any
brokers' commissions, discounts, or other underwriters'
compensation will be paid by the Selling Security Holders.

     The Selling Security Holders, and the broker-dealers through
whom sales may be made, may, the Company not so conceding, be
deemed to be underwriters under the Securities Act of 1933, and any
commissions paid or any discounts or concessions allowed to such
broker-dealers may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. 

     The Company's Shares are traded on the NYSE.  On April 15,
1999, the closing price of the Shares was $31 per Share.

           THESE SECURITIES HAVE NOT BEEN APPROVED OR
          DISAPPROVED BY THE SECURITIES AND EXCHANGE
          COMMISSION NOR HAS THE COMMISSION PASSED UPON
          THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
          ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
          OFFENSE.

         The date of this prospectus is April 15, 1999.
                                
                               
                    TABLE OF CONTENTS

                                                                  
                                             Page

Available Information                           3 

Incorporation of Certain Documents by Reference 3

Seller Security Holders                         4

Plan of Distribution                            7

                          I-2
<PAGE>
     No person has been authorized to give any information or to
make any representation, other than those contained in this
Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by
the Company or the Selling Security Holders.  Neither the delivery
of this Prospectus nor any sale made through its use shall imply
that there has been no change in the affairs of the Company since
the date hereof. 

                      AVAILABLE INFORMATION
                                
     The Company is subject to certain of the informational
requirements of the Exchange Act, and, in accordance herewith,
files reports and other information with the Commission.  Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and are also available for inspection and copying at the
following regional offices of the Commission: Southeast Regional
Office in Miami, Florida.  Copies of such material can also be
obtained at prescribed rates by mail addressed to the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549.  Reports and other information
concerning the Company can also be inspected.  The Commission also
maintains a World Wide Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information
regarding registrants, such as the Company, that submit electronic
filings to the Commission.  The Company's Common Stock is listed on
the NYSE, and reports, proxy and information statements and other
information concerning the Company may also be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.

     The Company has filed a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act with the
Commission with respect to the securities offered hereby.  As
permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration
Statement.  The Registration Statement, including the exhibits and
schedules thereto, may be inspected and copied in the manner and at
the sources described above.


     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed with the
Commission, are incorporated herein by reference and made a part
hereof:

     (a)  The Registrant's Annual Report filed with the Securities
and Exchange Commission ("Commission") on March 31, 1999 on Form
10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") for year ended
December 31, 1998;

     (b)  The Company's Current Report on Form 8-K filed with the
Commission on February 26, 1999;

                               I-3
<PAGE>
     (c)  The description of the Company's common stock ("Common
Stock"), no par value, contained in the registration statement on
Form S-14 filed with the Commission on February 17, 1984; and

     (d)  All documents filed by the Registrant after the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all Common Stock
offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated in this
Prospectus by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or so superseded, to constitute a part of this
Prospectus.

     Copies of all documents incorporated herein by reference other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein) will be provided
without charge to each person who receives a copy of this
Prospectus upon written or oral request to the Company principal
executive offices at: Florida East Coast Industries, Inc., 1 Malaga
Street, St. Augustine, Florida 32085-1048, Attention: Secretary
(telephone (904) 296-8250).


                      SELLING SECURITY HOLDERS

     Each of the Selling Security Holders (each, a "Selling
Security Holder") identified below is a holder of non-qualified
stock options and/or restricted shares granted by the Company, and
this Prospectus covers the possible resale of the Shares issued or
issuable upon the exercise of these options or restricted shares.

Robert W. Anestis

     Robert W. Anestis, Chairman of the Board, Chief Executive
Officer, and President was granted non-statutory stock options on
October 30, 1998 to acquire 400,000 Shares at $29.9375 per share. 
One fifth of these options shall become exercisable on October 30,
1999, one fifth on October 30, 2000, one fifth on October 30, 2001,
one fifth on October 30, 2002, and one fifth on October 30, 2003,
or upon the happening of any of the following Accelerating Events
as defined in Mr. Anestis' Employment Agreement dated October 30,
1998 ("Accelerating Event(s)"): (i) Mr. Anestis' death or
disability, (ii) Mr. Anestis' discharge without cause, (iii) Mr.
Anestis' resignation with good reason, or (iv) a change of control
of the Company.  The options will expire on the earliest of: 
November 1, 2008, two years following the effective date of and
Accelerating Event or normal retirement, or the effective date of
termination for any other reason (but in no event earlier than two
years following a change in control).  Mr. Anestis was granted
non-statutory Supplemental Stock Options on October 30, 1998 to
acquire 100,000 Shares at $29.9375 per Share.  The Supplemental 

                               I-4
<PAGE>
 Stock Options expire ten years after the date of grant and become
exercisable upon the earlier of: (i) the first date on which the
average closing price of the Company's Common Stock over 20
consecutive trading days was at least $50.00 per share, (ii) the
occurrence of an Accelerating Event, or (iii) December 1, 2003. 
Mr. Anestis will receive 40,000 Shares ("Restricted Shares") of the
Company's Common Stock whereby the Restricted Shares may not be
transferred except (i) by will or through descent, (ii) upon the
happening of an Accelerating Event, or (iii) according to the
following schedule:  20% of the Restricted Shares may be
transferred on October 30, 1999, 40% of the Restricted Shares may
be transferred on October 30, 2000, 60% may be transferred on
October 30, 2001, 80% may be transferred on October 30, 2002, and
100% may be transferred on October 30, 2003.  

Heidi J. Eddins

     Heidi J. Eddins, Secretary and General Counsel of the Company,
was granted non-statutory stock options on February 2, 1999 to
acquire 50,000 Shares at $27.4375 per share.  One fifth of these
options shall become exercisable on February 2, 2000, one fifth on
February 2, 2001, one fifth on February 2, 2002, one fifth on
February 2, 2003, and one fifth on February 2, 2004, or upon the
happening of any of the following Accelerating Events as defined in
Ms. Eddins' Employment Agreement dated February 2, 1999
("Accelerating Event(s)"): (i) Ms. Eddins' death or disability,
(ii) Ms. Eddins' discharge without cause, (iii) Ms. Eddins'
resignation with good reason, or (iv) a change of control of the
Company.  The options will expire on the earliest of:  February 2,
2009, two years following the effective date of an Accelerating
Event or normal retirement, or the effective date of termination
for any other reason (but in no event earlier than two years
following a change in control).  Ms. Eddins will receive 5,000
Shares ("Restricted Shares") of the Company's Common Stock, whereby
these Restricted Shares may not be transferred except (i) by will
or through descent, (ii) upon the happening of an Accelerating
Event, or (iii) according to the following schedule:  20% of the
Restricted Shares may be transferred on February 2, 2000, 40% of
the Restricted Shares may be transferred on February 2, 2001, 60%
may be transferred on February 2, 2002, 80% may be transferred on
February 2, 2003, and 100% may be transferred on February 2, 2004. 


Robert F. MacSwain

     Robert F. MacSwain, Executive Vice President- Special
Projects, was granted non-statutory stock options on February 2,
1999 to acquire 75,000 Shares at $27.4375 per share.  One fifth of
these options shall become exercisable on February 2, 2000, one
fifth on February 2, 2001, one fifth on February 2, 2002, one fifth
on February 2, 2003, and one fifth on February 2, 2004, or upon the
happening of any of the following Accelerating Events as defined in
Mr. MacSwain's Employment Agreement dated February 2, 1999
("Accelerating Event(s)"): (i) Mr. McSwain's death or disability,
(ii) Mr. MacSwain's discharge without cause, (iii) Mr. MacSwain's
resignation with good reason, or (iv) a change of control of the
Company.  The options will expire on the earliest of:  February 2,
2009, two years following the effective date of an Accelerating
Event or normal retirement, or the effective date of termination
for any other reason (but in no event earlier than two years
following a change in control).  Mr. MacSwain will receive 7,500
Shares ("Restricted Shares") of the                               
 
                             I-5
<PAGE>
 Company's Common Stock, whereby these Restricted Shares may not be
transferred except (i) by will or through descent, (ii) upon the
happening of an Acceleratig Event, or (iii) according to the
following schedule:  20% of the Restricted Shares may be
transferred on February 2, 2000, 40% of the Restricted Shares may
be transferred on February 2, 2001, 60% may be transferred on
February 2, 2002, 80% may be transferred on February 2, 2003, and
100% may be transferred on February 2, 2004.  

Carl F. Zellers
     
     Carl F. Zellers, a director of the Company, was granted a
non-statutory stock option on October 6, 1998 to acquire a total of
30,000 Shares at $27.375.  As of Mr. Zeller's retirement date on
December 31 1998, the non-statutory stock option is immediately
exercisable.  The option expires on December 31, 2003. 

J.J. Parrish, III
     
          J.J. Parrish, III, a director of the Company, was granted
a non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Parrish completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.

R.S. Ellwood

     R.S. Ellwood, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Ellwood completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.

J. N. Fairbanks

     J. N. Fairbanks, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Fairbanks completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.
     
A. C. Harper

     A.C. Harper, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Harper completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.
                                          I-6
<PAGE>

W. L. Thornton

     W.L. Thornton, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Thornton completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.

Adolfo Henriques

     Adolfo Henriques, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Henriques completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.
     
G. P. West

     G. P. West, Treasurer of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
9,003 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. West completes 12 months of continuous
service from the date of grant.  The option expires on July 15,
2008.

T. Neal Smith

     T. Neal Smith, Vice President of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
11,227 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Smith completes 12 months of continuous
service from the date of grant.  The option expires on July 15,
2008.


                     PLAN OF DISTRIBUTION

     The Company will receive no proceeds from this offering.  The
securities offered hereby may be sold by a Selling Security Holder
acting as a principal for his own account through market
transactions on the NYSE, in one or more negotiated transactions at
negotiations prices, or otherwise.  The sale of such securities may
be offered to or through underwriters, brokers or dealers, and such
underwriters, brokers or dealers may receive compensation in the
form of underwriters discounts, commissions or concessions from a
Selling Security Holder and/or the purchasers of the securities for
whom they act as agent.  A Selling Security Holder and any
underwriters, brokers or dealers, that participate in the
distribution of the securities may, the Company not so conceding,
be deemed to be underwriters and any compensation received by them
and any provided pursuant to the sale of the securities by them
might be deemed to be underwriting discounts and commissions under
the Securities Act.  In order to comply with certain states'
securities laws, if applicable, the securities will be sold in such
jurisdictions only though registered or licensed brokers or
dealers.  In addition, 

                           I-7
<PAGE>
in certain states the securities may not be sold unless the
securities have been registered or qualify for sale in such state
or an exemption from registration or qualification is available and
is complied with.


                             I-8
<PAGE>
                                                                  
                            PART II
                                
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation by Reference.

     The following documents are hereby incorporated by reference
into this Registration Statement:

     (a)  The Registrant's Annual Report filed with the Securities
and Exchange Commission ("Commission") on March 31, 1999 on Form
10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") for year ended
December 31, 1998; 

     (b)  The Company's Current Report on Form 8-K filed with the
Commission on February 26, 1999;

     (c)  The description of the Company's common stock ("Common
Stock"), no par value, contained in the registration statement on
Form S-14 filed with the Commission on February 17, 1984; and

     (d)  All documents filed by the Registrant after the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all Common Stock
offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in
this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or so
superseded, to constitute a part of this Registration Statement.

          Item 4.   Description of Securities.

          For a description of the securities to be offered under
the Plan, please refer to registration statement Form S-14 filed
with the Commission on February 17, 1984 incorporated hereto by
reference.  On May 26, 1998, the shareholders approved an increase
in the number of authorized shares from 9,360,000 to 50,000,000,
approved a 4-for-1 stock split, and changed the par value from
$6.25 per share to no par.

                           II-1
<PAGE>

          Item 5.   Interests of Named Experts and Counsel.

     None.

          Item 6.   Indemnification of Directors and Officers.
     
     Article IV of the Bylaws, as amended, of the Registrant, a
Florida corporation, provides for the indemnification of directors
and officers to the fullest extent permitted by the Florida
Business Corporation Act.  In addition, the Bylaws provide for
indemnification when a person is threatened to be made a party or
otherwise involved in any action, suit or proceeding.

     Section 607.0850 of the Florida Business Corporation Act
authorizes indemnification when a person is or was made a party to
any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent or is or was serving as a
director, officer, employee or agent of another enterprise, at the
request of the corporation, and if such person acted in good faith
and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the corporation.  With respect to
any criminal proceeding, such person must have had no reasonable
cause to believe that his or her conduct was unlawful.  If it is
determined that the conduct of such person meets these standards,
he or she may be indemnified for judgments, settlements, penalties,
fines (including an excise tax assessed with respect to any
employee benefit plan), and expenses (including counsel fees)
actually and reasonably incurred with respect to a proceeding.

     If such a proceeding is brought by or in the right of the
corporation (i.e. a derivative suit), such person may be
indemnified against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated
expenses of litigating the proceeding to a conclusion, actually and
reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, if he or she acted
in good faith and in a manner reasonably believed by him or her to
be in, or not opposed to, the best interests of the corporation. 
There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation;
however, a court may, in such case, allow such indemnification of
such person for such expenses as the court deems proper.

     Where such person is successful in any such proceeding, he or
she is entitled to be indemnified against expenses actually and
reasonably incurred by him or her.  In all other cases,
indemnification is made by the corporation upon determination by it
that indemnification of such person is proper because such person
has met the applicable standard of conduct.

     The Registrant maintains an errors and omissions liability
policy for the benefit of its officersand directors, which may
cover certain liabilities of such individuals to the Registrant.  
  
          Item 7.   Exemptions From Registration Claimed.

     Not Applicable.

                               II-2
<PAGE>

          Item 8.   Exhibits.

         S-K
      Item 601 

          5     Opinion regarding legality of shares to be offered.

         23(i)   Consent of Experts and Counsel: KPMG LLP

    23(ii)  Consent of Experts and Counsel: Rogers, Towers, Bailey,
Jones & Gay, P.A. (included in Exhibit 5)

     24    Power of Attorney authorizing execution of registration
statement of Form S-8 on behalf of certain directors of Registrant.

         99    Articles of Amendment to the Corporation's charter
filed June 5, 1998.

          Item 9.   Undertakings.

               (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:  (i)  To include any  prospectus  required by Section
10(a)(3) of the Securities Act of 1933;  (ii) To reflect in the
prospectus any facts or events arising after the effective date of
the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (iii) To include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

                            II-3
<PAGE>

     (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described under "Item 6 ---
Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                            II-4
<PAGE>
                                                           
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Augustine, State of Florida, on this 15th day of April,
1999.
                              FLORIDA EAST COAST INDUSTRIES, INC.

                              By:  /s/ Robert W. Anestis
                                   Chairman, President, and CEO

                              By:  /s/ T. Neal Smith
                                    Vice President

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature               Title                  Date
     <S>                <C>                     <C>
     *                 Director               April 15, 1999
J. Nelson Fairbanks

     *                 Director               April 15, 1999
J.C. Belin  

     *                 Director               April 15, 1999
A.C. Harper
                    
     *                 Director               April 15, 1999
Adolfo Henriques

     *                 Director               April 15, 1999
J.J. Parrish, III 

     *                  Director              April 15, 1999
W.L. Thornton

     *                  Director              April 15, 1999
R.S. Ellwood

     *                  Director              April 15, 1999
P.S. Rummell

*  By T.N. Smith on April 15, 1999 under Power of Attorney.

</TABLE>
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[DESCRIPTION]FORM S-8
As filed with the Securities and Exchange Commission on April 19,
1999.

                                                              
                            UNITED STATES
                    SECURITIES & EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                                
                                 
                 FLORIDA EAST COAST INDUSTRIES, INC.
        (Exact name of issuer as specified in its charter)

                                
       Florida                              59-2349968
(State or other jurisdiction of(IRS Employer Identification Number) 
incorporation or organization)
                                
  One Malaga Street, St. Augustine, FL           32085-1048  
 (Address of principal executive offices)        (Zip Code) 

                      1998 STOCK INCENTIVE PLAN
                      (Full title of the plans)
                                
                         Heidi J. Eddins
                        One Malaga Street
                  St. Augustine, Florida 32085-1048
               (Name and address of agent for service)
                                                                  
                             (904) 826-2260
  (Telephone number, including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
Proposed   Proposed
                                 maximum   maximum
Title of securities    Amount     offering  aggregate     Amount of
      to                to be    price per   offering  registration
 be registered     registered    share*     price*      fee
Common Stock,   1,600,000**  $29 5/16*** $46,900,000***  $13,038.20
no par value
(*)  Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457 under the Securities Act of
1933, as amended.

 (**)  Such presently indeterminable number of additional shares of
Common Stock are also registered hereunder as may be issued in the
event of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other similar change in Common
Stock.

 (***)  Estimate based on the average of the high and low share
prices reported on the New York Stock Exchange for April 12, 1999.

                           PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
          The documents containing the information specified in
Part I of this Registration Statement on Form S-8 will be sent or
given to employees as specified by Rule 428(b)(1).  Such documents
are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  These documents and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

     The following prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and, pursuant to General Instruction C to Form
S-8, may be used for reofferings and resales of the Company's
Common Stock, no par value per share, to be issued to the persons
named therein under the Company's 1998 Stock Incentive Plan, as
amended.
                                
                    FLORIDA EAST COAST INDUSTRIES, INC.
                                
                     739,730 Shares of Common Stock
                                
                         One Malaga Street
                  St. Augustine, Florida 32085-1048
                          (904) 296-8250
                                
     This Prospectus relates to up to 739,730 shares of Common
Stock, no par value per share ("Shares"), of Florida East Coast
Industries, Inc. (the "Company") which will be issued to and
eventually reoffered or resold by the Selling Security Holders (as
defined herein) listed under the caption "Selling Security
Holders."

                             I-1
The Shares covered by this Prospectus may be offered by the
Selling Securities Holders from time to time in transactions on the
New York Stock Exchange ("NYSE"), at prices and terms then
obtainable, through negotiated transactions at negotiated prices,
or through underwriters, broker-dealers or otherwise; there is,
however, no commitment to sell any of these shares.  The amount of
shares offered will be determined from time to time by the Selling
Security Holders in their sole discretion.  The Company will not
receive any part of the proceeds of any sales made hereunder. Any
brokers' commissions, discounts, or other underwriters'
compensation will be paid by the Selling Security Holders.

     The Selling Security Holders, and the broker-dealers through
whom sales may be made, may, the Company not so conceding, be
deemed to be underwriters under the Securities Act of 1933, and any
commissions paid or any discounts or concessions allowed to such
broker-dealers may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. 

     The Company's Shares are traded on the NYSE.  On April 15,
1999, the closing price of the Shares was $31 per Share.

           THESE SECURITIES HAVE NOT BEEN APPROVED OR
          DISAPPROVED BY THE SECURITIES AND EXCHANGE
          COMMISSION NOR HAS THE COMMISSION PASSED UPON
          THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
          ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
          OFFENSE.

         The date of this prospectus is April 15, 1999.
                                
                               
                    TABLE OF CONTENTS

                                                                  
                                             Page

Available Information                           3 

Incorporation of Certain Documents by Reference 3

Seller Security Holders                         4

Plan of Distribution                            7

                          I-2
No person has been authorized to give any information or to
make any representation, other than those contained in this
Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by
the Company or the Selling Security Holders.  Neither the delivery
of this Prospectus nor any sale made through its use shall imply
that there has been no change in the affairs of the Company since
the date hereof. 

                      AVAILABLE INFORMATION
                                
     The Company is subject to certain of the informational
requirements of the Exchange Act, and, in accordance herewith,
files reports and other information with the Commission.  Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and are also available for inspection and copying at the
following regional offices of the Commission: Southeast Regional
Office in Miami, Florida.  Copies of such material can also be
obtained at prescribed rates by mail addressed to the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549.  Reports and other information
concerning the Company can also be inspected.  The Commission also
maintains a World Wide Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information
regarding registrants, such as the Company, that submit electronic
filings to the Commission.  The Company's Common Stock is listed on
the NYSE, and reports, proxy and information statements and other
information concerning the Company may also be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.

     The Company has filed a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act with the
Commission with respect to the securities offered hereby.  As
permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration
Statement.  The Registration Statement, including the exhibits and
schedules thereto, may be inspected and copied in the manner and at
the sources described above.

     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed with the
Commission, are incorporated herein by reference and made a part
hereof:

     (a)  The Registrant's Annual Report filed with the Securities
and Exchange Commission ("Commission") on March 31, 1999 on Form
10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") for year ended
December 31, 1998;

     (b)  The Company's Current Report on Form 8-K filed with the
Commission on February 26, 1999;

                               I-3
(c)  The description of the Company's common stock ("Common
Stock"), no par value, contained in the registration statement on
Form S-14 filed with the Commission on February 17, 1984; and

     (d)  All documents filed by the Registrant after the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all Common Stock
offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated in this
Prospectus by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or so superseded, to constitute a part of this
Prospectus.

     Copies of all documents incorporated herein by reference other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein) will be provided
without charge to each person who receives a copy of this
Prospectus upon written or oral request to the Company principal
executive offices at: Florida East Coast Industries, Inc., 1 Malaga
Street, St. Augustine, Florida 32085-1048, Attention: Secretary
(telephone (904) 296-8250).

                      SELLING SECURITY HOLDERS

     Each of the Selling Security Holders (each, a "Selling
Security Holder") identified below is a holder of non-qualified
stock options and/or restricted shares granted by the Company, and
this Prospectus covers the possible resale of the Shares issued or
issuable upon the exercise of these options or restricted shares.

Robert W. Anestis

     Robert W. Anestis, Chairman of the Board, Chief Executive
Officer, and President was granted non-statutory stock options on
October 30, 1998 to acquire 400,000 Shares at $29.9375 per share. 
One fifth of these options shall become exercisable on October 30,
1999, one fifth on October 30, 2000, one fifth on October 30, 2001,
one fifth on October 30, 2002, and one fifth on October 30, 2003,
or upon the happening of any of the following Accelerating Events
as defined in Mr. Anestis' Employment Agreement dated October 30,
1998 ("Accelerating Event(s)"): (i) Mr. Anestis' death or
disability, (ii) Mr. Anestis' discharge without cause, (iii) Mr.
Anestis' resignation with good reason, or (iv) a change of control
of the Company.  The options will expire on the earliest of: 
November 1, 2008, two years following the effective date of and
Accelerating Event or normal retirement, or the effective date of
termination for any other reason (but in no event earlier than two
years following a change in control).  Mr. Anestis was granted
non-statutory Supplemental Stock Options on October 30, 1998 to
acquire 100,000 Shares at $29.9375 per Share.  The Supplemental 

                               I-4
Stock Options expire ten years after the date of grant and become
exercisable upon the earlier of: (i) the first date on which the
average closing price of the Company's Common Stock over 20
consecutive trading days was at least $50.00 per share, (ii) the
occurrence of an Accelerating Event, or (iii) December 1, 2003. 
Mr. Anestis will receive 40,000 Shares ("Restricted Shares") of the
Company's Common Stock whereby the Restricted Shares may not be
transferred except (i) by will or through descent, (ii) upon the
happening of an Accelerating Event, or (iii) according to the
following schedule:  20% of the Restricted Shares may be
transferred on October 30, 1999, 40% of the Restricted Shares may
be transferred on October 30, 2000, 60% may be transferred on
October 30, 2001, 80% may be transferred on October 30, 2002, and
100% may be transferred on October 30, 2003.  

Heidi J. Eddins

     Heidi J. Eddins, Secretary and General Counsel of the Company,
was granted non-statutory stock options on February 2, 1999 to
acquire 50,000 Shares at $27.4375 per share.  One fifth of these
options shall become exercisable on February 2, 2000, one fifth on
February 2, 2001, one fifth on February 2, 2002, one fifth on
February 2, 2003, and one fifth on February 2, 2004, or upon the
happening of any of the following Accelerating Events as defined in
Ms. Eddins' Employment Agreement dated February 2, 1999
("Accelerating Event(s)"): (i) Ms. Eddins' death or disability,
(ii) Ms. Eddins' discharge without cause, (iii) Ms. Eddins'
resignation with good reason, or (iv) a change of control of the
Company.  The options will expire on the earliest of:  February 2,
2009, two years following the effective date of an Accelerating
Event or normal retirement, or the effective date of termination
for any other reason (but in no event earlier than two years
following a change in control).  Ms. Eddins will receive 5,000
Shares ("Restricted Shares") of the Company's Common Stock, whereby
these Restricted Shares may not be transferred except (i) by will
or through descent, (ii) upon the happening of an Accelerating
Event, or (iii) according to the following schedule:  20% of the
Restricted Shares may be transferred on February 2, 2000, 40% of
the Restricted Shares may be transferred on February 2, 2001, 60%
may be transferred on February 2, 2002, 80% may be transferred on
February 2, 2003, and 100% may be transferred on February 2, 2004. 

Robert F. MacSwain

     Robert F. MacSwain, Executive Vice President- Special
Projects, was granted non-statutory stock options on February 2,
1999 to acquire 75,000 Shares at $27.4375 per share.  One fifth of
these options shall become exercisable on February 2, 2000, one
fifth on February 2, 2001, one fifth on February 2, 2002, one fifth
on February 2, 2003, and one fifth on February 2, 2004, or upon the
happening of any of the following Accelerating Events as defined in
Mr. MacSwain's Employment Agreement dated February 2, 1999
("Accelerating Event(s)"): (i) Mr. McSwain's death or disability,
(ii) Mr. MacSwain's discharge without cause, (iii) Mr. MacSwain's
resignation with good reason, or (iv) a change of control of the
Company.  The options will expire on the earliest of:  February 2,
2009, two years following the effective date of an Accelerating
Event or normal retirement, or the effective date of termination
for any other reason (but in no event earlier than two years
following a change in control).  Mr. MacSwain will receive 7,500
Shares ("Restricted Shares") of the                               
 
                             I-5
Company's Common Stock, whereby these Restricted Shares may not be
transferred except (i) by will or through descent, (ii) upon the
happening of an Acceleratig Event, or (iii) according to the
following schedule:  20% of the Restricted Shares may be
transferred on February 2, 2000, 40% of the Restricted Shares may
be transferred on February 2, 2001, 60% may be transferred on
February 2, 2002, 80% may be transferred on February 2, 2003, and
100% may be transferred on February 2, 2004.  

Carl F. Zellers
     
     Carl F. Zellers, a director of the Company, was granted a
non-statutory stock option on October 6, 1998 to acquire a total of
30,000 Shares at $27.375.  As of Mr. Zeller's retirement date on
December 31 1998, the non-statutory stock option is immediately
exercisable.  The option expires on December 31, 2003. 

J.J. Parrish, III
     
          J.J. Parrish, III, a director of the Company, was granted
a non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Parrish completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.

R.S. Ellwood

     R.S. Ellwood, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Ellwood completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.

J. N. Fairbanks

     J. N. Fairbanks, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Fairbanks completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.
     
A. C. Harper

     A.C. Harper, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Harper completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.
                                          I-6
W. L. Thornton

     W.L. Thornton, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Thornton completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.

Adolfo Henriques

     Adolfo Henriques, a director of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
2,000 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Henriques completes 12 months of
continuous service from the date of grant.  The option expires on
July 15, 2008.
     
G. P. West

     G. P. West, Treasurer of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
9,003 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. West completes 12 months of continuous
service from the date of grant.  The option expires on July 15,
2008.

T. Neal Smith

     T. Neal Smith, Vice President of the Company, was granted a
non-statutory stock option on July 15, 1998 to acquire a total of
11,227 Shares at $29.375.  This non-statutory stock option will
become exercisable when Mr. Smith completes 12 months of continuous
service from the date of grant.  The option expires on July 15,
2008.

                     PLAN OF DISTRIBUTION

     The Company will receive no proceeds from this offering.  The
securities offered hereby may be sold by a Selling Security Holder
acting as a principal for his own account through market
transactions on the NYSE, in one or more negotiated transactions at
negotiations prices, or otherwise.  The sale of such securities may
be offered to or through underwriters, brokers or dealers, and such
underwriters, brokers or dealers may receive compensation in the
form of underwriters discounts, commissions or concessions from a
Selling Security Holder and/or the purchasers of the securities for
whom they act as agent.  A Selling Security Holder and any
underwriters, brokers or dealers, that participate in the
distribution of the securities may, the Company not so conceding,
be deemed to be underwriters and any compensation received by them
and any provided pursuant to the sale of the securities by them
might be deemed to be underwriting discounts and commissions under
the Securities Act.  In order to comply with certain states'
securities laws, if applicable, the securities will be sold in such
jurisdictions only though registered or licensed brokers or
dealers.  In addition, 

                           I-7
in certain states the securities may not be sold unless the
securities have been registered or qualify for sale in such state
or an exemption from registration or qualification is available and
is complied with.

                             I-8
PART II
                                
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation by Reference.

     The following documents are hereby incorporated by reference
into this Registration Statement:

     (a)  The Registrant's Annual Report filed with the Securities
and Exchange Commission ("Commission") on March 31, 1999 on Form
10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") for year ended
December 31, 1998; 

     (b)  The Company's Current Report on Form 8-K filed with the
Commission on February 26, 1999;

     (c)  The description of the Company's common stock ("Common
Stock"), no par value, contained in the registration statement on
Form S-14 filed with the Commission on February 17, 1984; and

     (d)  All documents filed by the Registrant after the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all Common Stock
offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in
this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or so
superseded, to constitute a part of this Registration Statement.

          Item 4.   Description of Securities.

          For a description of the securities to be offered under
the Plan, please refer to registration statement Form S-14 filed
with the Commission on February 17, 1984 incorporated hereto by
reference.  On May 26, 1998, the shareholders approved an increase
in the number of authorized shares from 9,360,000 to 50,000,000,
approved a 4-for-1 stock split, and changed the par value from
$6.25 per share to no par.

                           II-1
Item 5.   Interests of Named Experts and Counsel.

     None.

          Item 6.   Indemnification of Directors and Officers.
     
     Article IV of the Bylaws, as amended, of the Registrant, a
Florida corporation, provides for the indemnification of directors
and officers to the fullest extent permitted by the Florida
Business Corporation Act.  In addition, the Bylaws provide for
indemnification when a person is threatened to be made a party or
otherwise involved in any action, suit or proceeding.

     Section 607.0850 of the Florida Business Corporation Act
authorizes indemnification when a person is or was made a party to
any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent or is or was serving as a
director, officer, employee or agent of another enterprise, at the
request of the corporation, and if such person acted in good faith
and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the corporation.  With respect to
any criminal proceeding, such person must have had no reasonable
cause to believe that his or her conduct was unlawful.  If it is
determined that the conduct of such person meets these standards,
he or she may be indemnified for judgments, settlements, penalties,
fines (including an excise tax assessed with respect to any
employee benefit plan), and expenses (including counsel fees)
actually and reasonably incurred with respect to a proceeding.

     If such a proceeding is brought by or in the right of the
corporation (i.e. a derivative suit), such person may be
indemnified against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated
expenses of litigating the proceeding to a conclusion, actually and
reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, if he or she acted
in good faith and in a manner reasonably believed by him or her to
be in, or not opposed to, the best interests of the corporation. 
There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation;
however, a court may, in such case, allow such indemnification of
such person for such expenses as the court deems proper.

     Where such person is successful in any such proceeding, he or
she is entitled to be indemnified against expenses actually and
reasonably incurred by him or her.  In all other cases,
indemnification is made by the corporation upon determination by it
that indemnification of such person is proper because such person
has met the applicable standard of conduct.

     The Registrant maintains an errors and omissions liability
policy for the benefit of its officersand directors, which may
cover certain liabilities of such individuals to the Registrant.  
  
          Item 7.   Exemptions From Registration Claimed.

     Not Applicable.

                               II-2
Item 8.   Exhibits.

         S-K
      Item 601 

          5     Opinion regarding legality of shares to be offered.

         23(i)   Consent of Experts and Counsel: KPMG LLP

    23(ii)  Consent of Experts and Counsel: Rogers, Towers, Bailey,
Jones & Gay, P.A. (included in Exhibit 5)

     24    Power of Attorney authorizing execution of registration
statement of Form S-8 on behalf of certain directors of Registrant.

         99    Articles of Amendment to the Corporation's charter
filed June 5, 1998.

          Item 9.   Undertakings.

               (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:  (i)  To include any  prospectus  required by Section
10(a)(3) of the Securities Act of 1933;  (ii) To reflect in the
prospectus any facts or events arising after the effective date of
the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (iii) To include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

                            II-3
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described under "Item 6 ---
Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                            II-4
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Augustine, State of Florida, on this 15th day of April,
1999.
                              FLORIDA EAST COAST INDUSTRIES, INC.

                              By:  /s/ Robert W. Anestis
                                   Chairman, President, and CEO

                              By:  /s/ T. Neal Smith
                                    Vice President

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature               Title                  Date
*                 Director               April 15, 1999
J. Nelson Fairbanks

     *                 Director               April 15, 1999
J.C. Belin  

     *                 Director               April 15, 1999
A.C. Harper
                    
     *                 Director               April 15, 1999
Adolfo Henriques

     *                 Director               April 15, 1999
J.J. Parrish, III 

     *                  Director              April 15, 1999
W.L. Thornton

     *                  Director              April 15, 1999
R.S. Ellwood

     *                  Director              April 15, 1999
P.S. Rummell

*  By T.N. Smith on April 15, 1999 under Power of Attorney.