As filed with the Securities and Exchange Commission on July 25,
1994
                                                                 
           Registration No. 33-  

              SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549


              FORM S-8

              REGISTRATION STATEMENT
              Under
              The Securities Act of 1933
              
                Illinois Central Corporation          
      (Exact name of registrant as specified in its charter)

  Delaware                            13-3545405 
(State or other                     (IRS Employer   
jurisdiction                        Identification
of incorporation                    Number)  
or organization)

 455 North Cityfront Plaza Drive, Chicago, Illinois 60611-5504 

(Address of Principal Executive Offices including Zip Code)

    Illinois Central Corporation Management Employee Discounted
Stock Purchase Plan
(Full title of plan)


              Ronald A. Lane, 455 North Cityfront Plaza Drive, Chicago,
Illinois 60611-5504
                        (312) 755-7500                           


(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE
                            Proposed   Proposed    
Title of                    maximum    maximum
securities     Amount       offering   aggregate    Amount of
to be          to be        price      offering     registration
registered     registered   per share  price        fee
               (1)          (2)
                                                                

Common Stock   1,000,000    $30.12     $30,125,000     $10,388   
 $.001 par      shares                                           
 value                    
                                                                 


(1)           Includes an indeterminate number of shares of Common Stock
              that may be issuable by reason of stock splits, stock
              dividends or similar transactions.

(2)           The amounts are based upon the average of the high and low
              sale prices for the Common Stock as reported on The Wall
              Street Journal - Midwest Edition for July 21, 1994 and are
              used solely for the purpose of calculating the registration
              fee pursuant to Rule 457 (c) under the Securities Act of
              1933.

<PAGE>
                            PART I

                 INFORMATION REQUIRED IN PROSPECTUS

              The information called for in Part I of Form S-8 is
currently included in a prospectus for the Illinois Central
Corporation Management Employee Discounted Stock Purchase Plan
(the "Plan") and in a Supplement to the such Prospectus, and is
not being filed with or included in this Form S-8 in accordance
with the rules and regulations of the Securities and Exchange
Commission.

                            PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the SEC are incorporated in
this Registration Statement by reference:

  1. Illinois Central Corporation's (the "Company") Annual
Report on Form 10-K for the year ended December 31, 1993, SEC
File No. 1-10720.

  2. The Company's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1994, SEC File No. 1-10720.

  3. The description of the Company's Common Stock, contained in
the Company's Restated Articles of Incorporation filed as
Exhibit 4.2 herein.
              
  4. The Company's Form 8-K dated July 20, 1994, SEC File No. 1-
10720.

  5. Any and all other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 31, 1993.

    In addition, all documents filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated in this registration statement by
reference and to 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 herein
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 subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

   The Company hereby undertakes to provide without charge to
each person who has received a copy of the prospectus to which
this registration statement relates, upon the written or oral
request of any such person, a copy of the Company's Annual
Report to Stockholders for its last fiscal year and a copy of
any or all the documents that have been or may be incorporated
by reference into this registration statement, other than
exhibits to such documents (unless such exhibits are
incorporated by reference). The Company hereby further
undertakes to deliver or cause to be delivered to all
participants who do not otherwise receive such material, copies
of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no
later than the time such materials are first sent to its
stockholders.

Item 4. Description of Securities.

              Not Applicable.

Item 5. Interests Named Experts and Counsel.

     The legality of the shares offered hereby have been passed
upon by Ronald A. Lane, Vice President, General Counsel and
Secretary of the Company.  As of July 1, 1994, Mr. Lane
beneficially owned 101,790 shares of Company Common Stock and
has options to purchase 11,000 shares of Company Common Stock. 
None of the Options are exercisable at July 1, 1994.

    The consolidated financial statements and schedules of the
Company for the three years ended December 31, 1993, included in
the Company's annual report on Form 10-K for the year ended
December 31, 1993, which have been incorporated in this
Registration Statement on Form S-8 by reference, have been
audited by Arthur Andersen & Co., independent public
accountants, as indicated in their reports with respect thereto,
and are incorporated herein in reliance upon the authority of
such firm as expert in accounting and auditing.

Item 6. Indemnification of Directors and Officers.

    Article Seven ("Article Seven") of the Company's Restated
Certificate of Incorporation (the "Company Certificate") limits
the scope of personal liability of the Company's directors to
the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director and, along with Article VIII of
the By-Laws of the Company ("Article VIII"), defines the rights
of the Company directors and officers to indemnification by the
Company in the event of personal liability or expenses incurred
by them as a result of certain litigation against them.  Set
forth below are descriptions of Article Seven and Article VIII.
<PAGE>
     Elimination of Liability in Certain Circumstances:
Indemnification and Insurance.

    The Delaware General Corporation Law (the "GCL") empowers
the Company to indemnify, subject to the standards therein
prescribed, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that such
person is or was a director, officer, employee or agent of the
Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company. 
Article Seven of the Company Certificate requires the Company to
indemnify directors and officers, or any other person with such
right as may be determined by the Company, to the fullest extent
permitted by the GCL.

     In addition, the GCL authorizes corporations to limit or
eliminate the personal liability of directors to corporations
and their stockholders for monetary damages for breach of
directors' fiduciary duty of care. Article Seven of the Company
Certificate limits the liability of the directors to the Company
or its stockholders (in their capacity as directors but not in
their capacity as officers) to the fullest extent permitted by
the GCL.  Specifically, directors of the Company will not be
personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except, as provided in
the GCL, for liability (a) for any breach of the director's duty
of loyalty to the Company or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) for unlawful
payments of dividends or unlawful stock repurchases or
redemptions, or (d) for any transaction from which the director
derived an improper personal benefit.  The Company Certificate
also provides that if the GCL is amended after the effective
date of such Company Certificate to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company will
be eliminated or limited to the fullest extent permitted by the
GCL, as so amended.

    The directors and officers of the Company, and certain other
employees or agents as determined by the Company, are covered by
an insurance policy, indemnifying them against certain civil
liabilities, including liabilities under the federal securities
laws, which might be incurred by them in such capacity.

    The Plan states that, to the extent permitted by law, the
Company shall indemnify and hold harmless each member of the
Committee, the chief executive officer and each other officer or
employee of the Company or an Employer (as defined in the Plan),
to whom are delegated duties, responsibilities and authority
with respect to the Plan, against any and all liabilities,
losses, costs or expenses (including legal fees and expenses) of
whatever nature, which may be imposed on, incurred by, or
against him at any time by reason of his service under the Plan,
if he did not act dishonestly with gross negligence or otherwise
in knowing violation of the law under which such liability,
loss, cost or expense arises.  

<PAGE>
Item 7. Exemption from Registration Claimed.

              Not Applicable.

Item 8. Exhibits.

 4.1          Form of the Illinois Central Corporation Management
              Employee Discounted Stock Purchase Plan.

 4.2          Restated Articles of Incorporation of the Company.

 4.3          By-Laws of the Company, as amended.  (Incorporated by
              reference to Exhibit 3.4 to the Registration Statement, as
              amended, of Illinois Central Corporation and Illinois
              Central Railroad Company on Form S-1.  (SEC File Nos. 33-
              36321 and 33-36321-01))

5             Opinion re: Legality. 

23.1          Consent of Arthur Andersen & Co.  

23.2          Consent of Ronald A. Lane (See Exhibit 5).

24            Power of Attorney (included on the signature page of this
              Registration Statement).

Item 9. Undertakings.

1.            The Company hereby undertakes:

              (a) 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;

                 (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;

                 Provided, however, that paragraphs (a)(i) and (a)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained
                 in periodic reports filed by the registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the Registration Statement.

                 (b) 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.

                 (c) 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.

              2. The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.

              3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors and
officers of the Company and subsidiary companies pursuant to the
foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the SEC 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 Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.


      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 Chicago, State of Illinois, on July 25, 1994.

                                                            
ILLINOIS CENTRAL CORPORATION

                                                            
By:/S/ DALE W. PHILLIPS                
                                                               
Dale W. Phillips, Vice President
                                                               
& Chief Financial Officer


      The Registrant and each person whose signature appears
below constitutes and appoints E. Hunter Harrison, Dale W.
Phillips and Ronald A. Lane, and any agent for service named in
this Registration Statement and each of them, his, her or its
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his,
her, or its name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) to this Registration Statement, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he, she, or it might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.


/S/GILBERT H. LAMPHERE  Chairman of the Board and Director July 25, 1994 
Gilbert H. Lamphere

/S/E. HUNTER HARRISON   President and Chief Executive Officer  July 25, 1994 
E. Hunter Harrison   (principal executive officer) and Director

/S/THOMAS A. BARRON     Director                               July 25, 1994 
Thomas A. Barron

/S/GEORGE D. GOULD      Director                               July 25, 1994 
George D. Gould

/S/WILLIAM B. JOHNSON   Director                               July 25, 1994 
William B. Johnson

/S/ALEXANDER P. LYNCH   Director                             July  25, 1994
Alexander P. Lynch 

                         Director                           
Samuel F. Pryor, IV

/S/F. JAY TAYLOR         Director                          July  25, 1994  
F. Jay Taylor                 

/S/JOHN V. TUNNEY        Director                          July  25, 1994  
John V. Tunney                

/S/ALAN H. WASHKOWITZ    Director                          July  25, 1994  
Alan H. Washkowitz  

/S/DALE W. PHILLIPS      Vice President and Chief Financial July 25, 1994 
Dale W. Phillips            Officer
                          (principal financial officer)
 
/S/JOHN V. MULVANEY      Controller                        July 25, 1994 
John V. Mulvaney         (principal accounting officer)

<PAGE>
                              THE PLAN
   Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 25th day of July 1994.


ILLINOIS CENTRAL CORPORATION
MANAGEMENT EMPLOYEE DISCOUNTED STOCK PURCHASE PLAN



By: /S/ JAMES M. HARRELL               
    Member, Benefits Administration Committee
                        ILLINOIS CENTRAL CORPORATION
                             AND SUBSIDIARIES

                                Exhibit Index

                                                      Sequential
Exhibit No.                 Descriptions              Page No. 

   4.1       Form of the Illinois Central Corporation 
              Management Employee Discounted Stock 
              Purchase Plan                             (A)               
     
   4.2       Restated Articles of Incorporation of 
             the Company                                (A)

   4.3       By-Laws of the Company, as amended.  
             (Incorporated by reference to Exhibit 3.4 
             to the Registration Statement, as amended, 
             of Illinois Central Corporation and Illinois
             Central Railroad Company on Form S-1. 
             (SEC File Nos. 33-36321 and 33-36321-01)

   5.         Opinion re: Legality                       E2

   23.1      Consent of Arthur Anderson & Co.            (A)

   23.2      Consent of Ronald A. Lane (See Exhibit 5).

   24        Power of Attorney (included on the 
             signature page of this Registration 
             Statement, see II-7).                                             

                             

(A)  Included herein but not reproduced<PAGE>

                                                 Exhibit 5

                                                July 19, 1994




ILLINOIS CENTRAL CORPORATION
455 N. Cityfront Plaza Drive
Chicago, Illinois  60611-5504

Gentlemen:

      I have examined the corporate and plan records and proceedings
of Illinois Central Corporation (the "Company") and the Illinois
Central Corporation Management Employee Discounted Stock
Purchase Plan (the "Plan") with respect to the shares of common
stock of the Company (the "Shares") being registered with the
Securities and Exchange Commission pursuant to the Company's
registration statement on Form S-8 (the "Registration
Statement").

      I am of the opinion that the Shares, when issued under and in
accordance with the Plan, will be legally issued, fully paid and
non-assessable.

      I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to this
opinion contained in the Registration Statement.

                                         Very truly yours,


                                           /s/Ronald A. Lane
                                          Vice President and General
                                          Counsel of the Company                

           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 19, 1994, included in Illinois Central
Corporation's Form 10-K for the year ended December 31, 1993,
and to all references to our Firm included in this Registration
Statement.












Chicago, Illinois
July 22, 1994
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As filed with the Securities and Exchange Commission on July 25,
1994
                                                                 
           Registration No. 33-  

              SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549

              FORM S-8

              REGISTRATION STATEMENT
              Under
              The Securities Act of 1933
              
                Illinois Central Corporation          
      (Exact name of registrant as specified in its charter)

  Delaware                            13-3545405 
(State or other                     (IRS Employer   
jurisdiction                        Identification
of incorporation                    Number)  
or organization)

 455 North Cityfront Plaza Drive, Chicago, Illinois 60611-5504 

(Address of Principal Executive Offices including Zip Code)

    Illinois Central Corporation Management Employee Discounted
Stock Purchase Plan
(Full title of plan)

              Ronald A. Lane, 455 North Cityfront Plaza Drive, Chicago,
Illinois 60611-5504
                        (312) 755-7500                           

(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE
                            Proposed   Proposed    
Title of                    maximum    maximum
securities     Amount       offering   aggregate    Amount of
to be          to be        price      offering     registration
registered     registered   per share  price        fee
               (1)          (2)
                                                                

Common Stock   1,000,000    $30.12     $30,125,000     $10,388   
 $.001 par      shares                                           
 value                    
                                                                 

(1)           Includes an indeterminate number of shares of Common Stock
              that may be issuable by reason of stock splits, stock
              dividends or similar transactions.

(2)           The amounts are based upon the average of the high and low
              sale prices for the Common Stock as reported on The Wall
              Street Journal - Midwest Edition for July 21, 1994 and are
              used solely for the purpose of calculating the registration
              fee pursuant to Rule 457 (c) under the Securities Act of
              1933.
PART I

                 INFORMATION REQUIRED IN PROSPECTUS

              The information called for in Part I of Form S-8 is
currently included in a prospectus for the Illinois Central
Corporation Management Employee Discounted Stock Purchase Plan
(the "Plan") and in a Supplement to the such Prospectus, and is
not being filed with or included in this Form S-8 in accordance
with the rules and regulations of the Securities and Exchange
Commission.

                            PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the SEC are incorporated in
this Registration Statement by reference:

  1. Illinois Central Corporation's (the "Company") Annual
Report on Form 10-K for the year ended December 31, 1993, SEC
File No. 1-10720.

  2. The Company's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1994, SEC File No. 1-10720.

  3. The description of the Company's Common Stock, contained in
the Company's Restated Articles of Incorporation filed as
Exhibit 4.2 herein.
              
  4. The Company's Form 8-K dated July 20, 1994, SEC File No. 1-
10720.

  5. Any and all other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 31, 1993.

    In addition, all documents filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated in this registration statement by
reference and to 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 herein
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 subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

   The Company hereby undertakes to provide without charge to
each person who has received a copy of the prospectus to which
this registration statement relates, upon the written or oral
request of any such person, a copy of the Company's Annual
Report to Stockholders for its last fiscal year and a copy of
any or all the documents that have been or may be incorporated
by reference into this registration statement, other than
exhibits to such documents (unless such exhibits are
incorporated by reference). The Company hereby further
undertakes to deliver or cause to be delivered to all
participants who do not otherwise receive such material, copies
of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no
later than the time such materials are first sent to its
stockholders.

Item 4. Description of Securities.

              Not Applicable.

Item 5. Interests Named Experts and Counsel.

     The legality of the shares offered hereby have been passed
upon by Ronald A. Lane, Vice President, General Counsel and
Secretary of the Company.  As of July 1, 1994, Mr. Lane
beneficially owned 101,790 shares of Company Common Stock and
has options to purchase 11,000 shares of Company Common Stock. 
None of the Options are exercisable at July 1, 1994.

    The consolidated financial statements and schedules of the
Company for the three years ended December 31, 1993, included in
the Company's annual report on Form 10-K for the year ended
December 31, 1993, which have been incorporated in this
Registration Statement on Form S-8 by reference, have been
audited by Arthur Andersen & Co., independent public
accountants, as indicated in their reports with respect thereto,
and are incorporated herein in reliance upon the authority of
such firm as expert in accounting and auditing.

Item 6. Indemnification of Directors and Officers.

    Article Seven ("Article Seven") of the Company's Restated
Certificate of Incorporation (the "Company Certificate") limits
the scope of personal liability of the Company's directors to
the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director and, along with Article VIII of
the By-Laws of the Company ("Article VIII"), defines the rights
of the Company directors and officers to indemnification by the
Company in the event of personal liability or expenses incurred
by them as a result of certain litigation against them.  Set
forth below are descriptions of Article Seven and Article VIII.
Elimination of Liability in Certain Circumstances:
Indemnification and Insurance.

    The Delaware General Corporation Law (the "GCL") empowers
the Company to indemnify, subject to the standards therein
prescribed, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that such
person is or was a director, officer, employee or agent of the
Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company. 
Article Seven of the Company Certificate requires the Company to
indemnify directors and officers, or any other person with such
right as may be determined by the Company, to the fullest extent
permitted by the GCL.

     In addition, the GCL authorizes corporations to limit or
eliminate the personal liability of directors to corporations
and their stockholders for monetary damages for breach of
directors' fiduciary duty of care. Article Seven of the Company
Certificate limits the liability of the directors to the Company
or its stockholders (in their capacity as directors but not in
their capacity as officers) to the fullest extent permitted by
the GCL.  Specifically, directors of the Company will not be
personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except, as provided in
the GCL, for liability (a) for any breach of the director's duty
of loyalty to the Company or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) for unlawful
payments of dividends or unlawful stock repurchases or
redemptions, or (d) for any transaction from which the director
derived an improper personal benefit.  The Company Certificate
also provides that if the GCL is amended after the effective
date of such Company Certificate to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company will
be eliminated or limited to the fullest extent permitted by the
GCL, as so amended.

    The directors and officers of the Company, and certain other
employees or agents as determined by the Company, are covered by
an insurance policy, indemnifying them against certain civil
liabilities, including liabilities under the federal securities
laws, which might be incurred by them in such capacity.

    The Plan states that, to the extent permitted by law, the
Company shall indemnify and hold harmless each member of the
Committee, the chief executive officer and each other officer or
employee of the Company or an Employer (as defined in the Plan),
to whom are delegated duties, responsibilities and authority
with respect to the Plan, against any and all liabilities,
losses, costs or expenses (including legal fees and expenses) of
whatever nature, which may be imposed on, incurred by, or
against him at any time by reason of his service under the Plan,
if he did not act dishonestly with gross negligence or otherwise
in knowing violation of the law under which such liability,
loss, cost or expense arises.
Item 7. Exemption from Registration Claimed.

              Not Applicable.

Item 8. Exhibits.

 4.1          Form of the Illinois Central Corporation Management
              Employee Discounted Stock Purchase Plan.

 4.2          Restated Articles of Incorporation of the Company.

 4.3          By-Laws of the Company, as amended.  (Incorporated by
              reference to Exhibit 3.4 to the Registration Statement, as
              amended, of Illinois Central Corporation and Illinois
              Central Railroad Company on Form S-1.  (SEC File Nos. 33-
              36321 and 33-36321-01))

5             Opinion re: Legality. 

23.1          Consent of Arthur Andersen & Co.  

23.2          Consent of Ronald A. Lane (See Exhibit 5).

24            Power of Attorney (included on the signature page of this
              Registration Statement).

Item 9. Undertakings.

1.            The Company hereby undertakes:

              (a) 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;

                 (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;

                 Provided, however, that paragraphs (a)(i) and (a)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained
                 in periodic reports filed by the registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the Registration Statement.

                 (b) 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.

                 (c) 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.

              2. The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.

              3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors and
officers of the Company and subsidiary companies pursuant to the
foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the SEC 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 Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.

      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 Chicago, State of Illinois, on July 25, 1994.

                                                            
ILLINOIS CENTRAL CORPORATION

                                                            
By:/S/ DALE W. PHILLIPS                
                                                               
Dale W. Phillips, Vice President
                                                               
& Chief Financial Officer

      The Registrant and each person whose signature appears
below constitutes and appoints E. Hunter Harrison, Dale W.
Phillips and Ronald A. Lane, and any agent for service named in
this Registration Statement and each of them, his, her or its
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his,
her, or its name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) to this Registration Statement, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he, she, or it might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.

/S/GILBERT H. LAMPHERE  Chairman of the Board and Director July 25, 1994 
Gilbert H. Lamphere

/S/E. HUNTER HARRISON   President and Chief Executive Officer  July 25, 1994 
E. Hunter Harrison   (principal executive officer) and Director

/S/THOMAS A. BARRON     Director                               July 25, 1994 
Thomas A. Barron

/S/GEORGE D. GOULD      Director                               July 25, 1994 
George D. Gould

/S/WILLIAM B. JOHNSON   Director                               July 25, 1994 
William B. Johnson

/S/ALEXANDER P. LYNCH   Director                             July  25, 1994
Alexander P. Lynch 

                         Director                           
Samuel F. Pryor, IV

/S/F. JAY TAYLOR         Director                          July  25, 1994  
F. Jay Taylor                 

/S/JOHN V. TUNNEY        Director                          July  25, 1994  
John V. Tunney                

/S/ALAN H. WASHKOWITZ    Director                          July  25, 1994  
Alan H. Washkowitz  

/S/DALE W. PHILLIPS      Vice President and Chief Financial July 25, 1994 
Dale W. Phillips            Officer
                          (principal financial officer)
 
/S/JOHN V. MULVANEY      Controller                        July 25, 1994 
John V. Mulvaney         (principal accounting officer)
THE PLAN
   Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 25th day of July 1994.

ILLINOIS CENTRAL CORPORATION
MANAGEMENT EMPLOYEE DISCOUNTED STOCK PURCHASE PLAN

By: /S/ JAMES M. HARRELL               
    Member, Benefits Administration Committee
                        ILLINOIS CENTRAL CORPORATION
                             AND SUBSIDIARIES

                                Exhibit Index

                                                      Sequential
Exhibit No.                 Descriptions              Page No. 

   4.1       Form of the Illinois Central Corporation 
              Management Employee Discounted Stock 
              Purchase Plan                             (A)               
     
   4.2       Restated Articles of Incorporation of 
             the Company                                (A)

   4.3       By-Laws of the Company, as amended.  
             (Incorporated by reference to Exhibit 3.4 
             to the Registration Statement, as amended, 
             of Illinois Central Corporation and Illinois
             Central Railroad Company on Form S-1. 
             (SEC File Nos. 33-36321 and 33-36321-01)

   5.         Opinion re: Legality                       E2

   23.1      Consent of Arthur Anderson & Co.            (A)

   23.2      Consent of Ronald A. Lane (See Exhibit 5).

   24        Power of Attorney (included on the 
             signature page of this Registration 
             Statement, see II-7).                                             

                             

(A)  Included herein but not reproduced
Exhibit 5

                                                July 19, 1994

ILLINOIS CENTRAL CORPORATION
455 N. Cityfront Plaza Drive
Chicago, Illinois  60611-5504

Gentlemen:

      I have examined the corporate and plan records and proceedings
of Illinois Central Corporation (the "Company") and the Illinois
Central Corporation Management Employee Discounted Stock
Purchase Plan (the "Plan") with respect to the shares of common
stock of the Company (the "Shares") being registered with the
Securities and Exchange Commission pursuant to the Company's
registration statement on Form S-8 (the "Registration
Statement").

      I am of the opinion that the Shares, when issued under and in
accordance with the Plan, will be legally issued, fully paid and
non-assessable.

      I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to this
opinion contained in the Registration Statement.

                                         Very truly yours,

                                           /s/Ronald A. Lane
                                          Vice President and General
                                          Counsel of the Company                

           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 19, 1994, included in Illinois Central
Corporation's Form 10-K for the year ended December 31, 1993,
and to all references to our Firm included in this Registration
Statement.

Chicago, Illinois
July 22, 1994