As filed with the Securities and Exchange Commission on May 2, 1994

                                            Registration No.           

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933



                              WHITMAN CORPORATION
            (Exact name of registrant as specified in its charter)


          Delaware                                 36-6076573    
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)


             3501 Algonquin Road, Rolling Meadows, Illinois 60008
          (Address of Principal Executive Offices including Zip Code)


              WHITMAN CORPORATION MASTER RETIREMENT SAVINGS PLAN
                           (Full title of the plan)


                               WILLIAM B. MOORE
                 Vice President, Secretary and General Counsel
                              Whitman Corporation
                              3501 Algonquin Road
                        Rolling Meadows, Illinois 60008
                    (Name and address of agent for service)

                                (708) 818-5000
         (Telephone number, including area code, of agent for service)


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

Common Stock       750,000         $15.50     $11,625,000      $4,009
Without Par         shares
Value (2)
                                                                       

(1) Based upon the average of the high and low sales prices for the
    Common Stock, as reported for New York Stock Exchange Composite
    Transactions on April 26, 1994, pursuant to Rule 457(c).


(2) Pursuant to Rule 416(c), this Registration Statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to
    the employee benefit plan described herein.  This Registration
    Statement also pertains to Rights to  purchase shares of Junior
    Participating Second Preferred Stock (Series 1) of the Registrant
    (the "Rights").  Included with each share of Common Stock is one
    Preferred Share Purchase Right.  Until the occurrence of certain
    prescribed events the Rights are not exercisable, are evidenced by
    the certificates for the Common Stock and will be transferred along
    with and only with such securities. Thereafter, separate Rights
    certificates will be issued representing one Right for each share
    of Common Stock held subject to adjustment pursuant to anti-
    dilution provisions.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information called for in Part I of Form S-8 is currently
included in the Summary Plan Description of the Whitman
Corporation Master Retirement Savings Plan (the "Plan") and in one
or more Supplements to such Summary Plan Description, and is not
being filed with or included in this Registration Statement on
Form S-8 (by incorporation by reference or otherwise) 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 by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement, except
to the extent that any statement or information contained therein
is modified, superseded or replaced by a statement or information
contained in any subsequently filed document incorporated herein
by reference.

    (a) The Registrant's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1993.

    (b) The description of securities to be registered contained
        in the Registration Statement filed pursuant to Section 12
        of the Securities Exchange Act of 1934 (the "1934 Act")
        relating to the Registrant's Common Stock, including any
        amendments or reports filed for the purpose of updating
        such description.

    (c) All other reports filed by the Registrant pursuant to
        Section 13(a) or 15(d) of the 1934 Act since December 31,
        1993.
 
    All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
such securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such
documents. 

Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel.

    The validity of the securities offered hereby has been passed
upon for the Registrant by William B. Moore, Vice President,
Secretary and General Counsel of the Registrant.  Mr. Moore owns,
and has options to purchase, shares of the Registrant's Common
Stock.

Item 6. Indemnification of Directors and Officers.

    Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers, employees
and agents of corporations under  certain  conditions and subject
to certain limitations.  Article V of the Registrant's By-Laws
provides for indemnification of any director, officer, employee or
agent of the Registrant, or any person serving in the same
capacity in any other enterprise at the request of the Registrant,
under certain circumstances. Article NINTH of the Registrant's
Certificate of Incorporation eliminates the liability of directors
of the Registrant under certain circumstances for breaches of
fiduciary duty to the Registrant and its shareholders.

    Directors and officers of the Registrant are insured, at the
expense of the Registrant, against certain liabilities which might
arise out of their employment and which might not be subject to
indemnification under the By-Laws.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    The exhibits to this Registration Statement are listed on the
accompanying Index to Exhibits.  See also the undertaking in Item
9(a).

Item 9. Undertakings.

    (a) The Registrant undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.

    (b) 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, as 
                  amended (the "1933 Act");

            (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 (i) and (ii)
                  above 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 1934 Act
                  that are incorporated by reference in the
                  Registration Statement.

        (2) That, for the purpose of determining any liability
            under the 1933 Act, 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.

    (c) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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.

    (d) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.

SIGNATURES

    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 Rolling Meadows, and the State of Illinois, on this 2nd day of
May, 1994.


                               WHITMAN CORPORATION



                               By     /s/ WILLIAM B. MOORE      
                                         William B. Moore
                                    Vice President, Secretary
                                        and General Counsel


    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on May 2, 1994.


         Signature                       Title



      BRUCE S. CHELBERG*         Chairman and Chief Executive
      Bruce S. Chelberg          Officer (principal executive
                                 officer) and Director


      THOMAS L. BINDLEY*         Executive Vice President
      Thomas L. Bindley          (principal financial officer)


      FRANK T. WESTOVER*         Senior Vice President-Controller
      Frank T. Westover          (principal accounting officer)


      RICHARD G, CLINE*          Director
      Richard G. Cline


      JAMES W. COZAD*            Director
      James W. Cozad


      PIERRE S. DU PONT IV*      Director
      Pierre S. du Pont IV

      ARCHIE R. DYKES*           Director
      Archie R. Dykes


      HELEN GALLAND*             Director
      Helen Galland
                             

      C. Jackson Grayson, Jr.    Director


      DONALD P. JACOBS*          Director
      Donald P. Jacobs


                                 Director
      Charles S. Locke


       HARRY A. MERLO*           Director
       Harry A. Merlo



*By /s/WILLIAM B. MOORE      
       William B. Moore
       Attorney-in-fact



    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 Rolling Meadows and State of Illinois,
on the 2nd day of May, 1994.

                    Whitman Corporation
                    Master Retirement Savings Plan


                    By           /s/ THOMAS L. BINDLEY         
                                     Thomas L. Bindley
                        Chairman of the Committee for the Plan


                                EXHIBIT INDEX

                     
Exhibit No.           Description of Exhibit          

   4(a)         Certificate of Incorporation of
                the Registrant, as restated April
                30, 1987, and subsequently
                amended through June 24, 1992
                (incorporated herein by reference
                to Exhibit (3) of the
                Registrant's Annual Report on
                Form 10-K for the fiscal year
                ended December 31, 1992).

   4(b)         By-Laws of the Registrant, as
                amended July 17, 1989
                (incorporated herein by reference
                to Exhibit (3) to the
                Registrant's Annual Report on
                Form 10-K for the fiscal year
                ended December 31, 1989).

   4(c)         Rights Agreement dated as of January
                20, 1989, between the Registrant and
                the Rights Agent (incorporated herein
                by reference to Exhibit 1 to the
                Registrant's Registration Statement on
                Form 8-A filed on January 27, 1989).

   5            Opinion of Counsel re Legality.

   23(a)        Consent of Independent Auditors.

   23(b)        Consent of Counsel (included in Exhibit 5).

   24           Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15079}]
{"company-data": {"conformed-name": "WHITMAN CORP", "cik": "0000049573", "assigned-sic": "2086", "irs-number": "366076573", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53427", "film-number": "94525646"}, "business-address": {"street1": "3501 ALGONQUIN RD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008", "phone": "7088185000"}, "former-company": [{"former-conformed-name": "IC INDUSTRIES INC", "date-changed": "19881017"}, {"former-conformed-name": "ILLINOIS CENTRAL INDUSTRIES INC", "date-changed": "19750709"}]}
As filed with the Securities and Exchange Commission on May 2, 1994

                                            Registration No.           

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                              WHITMAN CORPORATION
            (Exact name of registrant as specified in its charter)

          Delaware                                 36-6076573    
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)

             3501 Algonquin Road, Rolling Meadows, Illinois 60008
          (Address of Principal Executive Offices including Zip Code)

              WHITMAN CORPORATION MASTER RETIREMENT SAVINGS PLAN
                           (Full title of the plan)

                               WILLIAM B. MOORE
                 Vice President, Secretary and General Counsel
                              Whitman Corporation
                              3501 Algonquin Road
                        Rolling Meadows, Illinois 60008
                    (Name and address of agent for service)

                                (708) 818-5000
         (Telephone number, including area code, of agent for service)

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

Common Stock       750,000         $15.50     $11,625,000      $4,009
Without Par         shares
Value (2)
                                                                       

(1) Based upon the average of the high and low sales prices for the
    Common Stock, as reported for New York Stock Exchange Composite
    Transactions on April 26, 1994, pursuant to Rule 457(c).

(2) Pursuant to Rule 416(c), this Registration Statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to
    the employee benefit plan described herein.  This Registration
    Statement also pertains to Rights to  purchase shares of Junior
    Participating Second Preferred Stock (Series 1) of the Registrant
    (the "Rights").  Included with each share of Common Stock is one
    Preferred Share Purchase Right.  Until the occurrence of certain
    prescribed events the Rights are not exercisable, are evidenced by
    the certificates for the Common Stock and will be transferred along
    with and only with such securities. Thereafter, separate Rights
    certificates will be issued representing one Right for each share
    of Common Stock held subject to adjustment pursuant to anti-
    dilution provisions.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information called for in Part I of Form S-8 is currently
included in the Summary Plan Description of the Whitman
Corporation Master Retirement Savings Plan (the "Plan") and in one
or more Supplements to such Summary Plan Description, and is not
being filed with or included in this Registration Statement on
Form S-8 (by incorporation by reference or otherwise) 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 by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement, except
to the extent that any statement or information contained therein
is modified, superseded or replaced by a statement or information
contained in any subsequently filed document incorporated herein
by reference.

    (a) The Registrant's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1993.

    (b) The description of securities to be registered contained
        in the Registration Statement filed pursuant to Section 12
        of the Securities Exchange Act of 1934 (the "1934 Act")
        relating to the Registrant's Common Stock, including any
        amendments or reports filed for the purpose of updating
        such description.

    (c) All other reports filed by the Registrant pursuant to
        Section 13(a) or 15(d) of the 1934 Act since December 31,
        1993.
 
    All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
such securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such
documents. 

Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel.

    The validity of the securities offered hereby has been passed
upon for the Registrant by William B. Moore, Vice President,
Secretary and General Counsel of the Registrant.  Mr. Moore owns,
and has options to purchase, shares of the Registrant's Common
Stock.

Item 6. Indemnification of Directors and Officers.

    Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers, employees
and agents of corporations under  certain  conditions and subject
to certain limitations.  Article V of the Registrant's By-Laws
provides for indemnification of any director, officer, employee or
agent of the Registrant, or any person serving in the same
capacity in any other enterprise at the request of the Registrant,
under certain circumstances. Article NINTH of the Registrant's
Certificate of Incorporation eliminates the liability of directors
of the Registrant under certain circumstances for breaches of
fiduciary duty to the Registrant and its shareholders.

    Directors and officers of the Registrant are insured, at the
expense of the Registrant, against certain liabilities which might
arise out of their employment and which might not be subject to
indemnification under the By-Laws.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    The exhibits to this Registration Statement are listed on the
accompanying Index to Exhibits.  See also the undertaking in Item
9(a).

Item 9. Undertakings.

    (a) The Registrant undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.

    (b) 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, as 
                  amended (the "1933 Act");

            (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 (i) and (ii)
                  above 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 1934 Act
                  that are incorporated by reference in the
                  Registration Statement.

        (2) That, for the purpose of determining any liability
            under the 1933 Act, 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.

    (c) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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.

    (d) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.

SIGNATURES

    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 Rolling Meadows, and the State of Illinois, on this 2nd day of
May, 1994.

                               WHITMAN CORPORATION

                               By     /s/ WILLIAM B. MOORE      
                                         William B. Moore
                                    Vice President, Secretary
                                        and General Counsel

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on May 2, 1994.

         Signature                       Title

      BRUCE S. CHELBERG*         Chairman and Chief Executive
      Bruce S. Chelberg          Officer (principal executive
                                 officer) and Director

      THOMAS L. BINDLEY*         Executive Vice President
      Thomas L. Bindley          (principal financial officer)

      FRANK T. WESTOVER*         Senior Vice President-Controller
      Frank T. Westover          (principal accounting officer)

      RICHARD G, CLINE*          Director
      Richard G. Cline

      JAMES W. COZAD*            Director
      James W. Cozad

      PIERRE S. DU PONT IV*      Director
      Pierre S. du Pont IV

      ARCHIE R. DYKES*           Director
      Archie R. Dykes

      HELEN GALLAND*             Director
      Helen Galland
                             

      C. Jackson Grayson, Jr.    Director

      DONALD P. JACOBS*          Director
      Donald P. Jacobs

                                 Director
      Charles S. Locke

       HARRY A. MERLO*           Director
       Harry A. Merlo

*By /s/WILLIAM B. MOORE      
       William B. Moore
       Attorney-in-fact

    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 Rolling Meadows and State of Illinois,
on the 2nd day of May, 1994.

                    Whitman Corporation
                    Master Retirement Savings Plan

                    By           /s/ THOMAS L. BINDLEY         
                                     Thomas L. Bindley
                        Chairman of the Committee for the Plan

                                EXHIBIT INDEX

                     
Exhibit No.           Description of Exhibit          

   4(a)         Certificate of Incorporation of
                the Registrant, as restated April
                30, 1987, and subsequently
                amended through June 24, 1992
                (incorporated herein by reference
                to Exhibit (3) of the
                Registrant's Annual Report on
                Form 10-K for the fiscal year
                ended December 31, 1992).

   4(b)         By-Laws of the Registrant, as
                amended July 17, 1989
                (incorporated herein by reference
                to Exhibit (3) to the
                Registrant's Annual Report on
                Form 10-K for the fiscal year
                ended December 31, 1989).

   4(c)         Rights Agreement dated as of January
                20, 1989, between the Registrant and
                the Rights Agent (incorporated herein
                by reference to Exhibit 1 to the
                Registrant's Registration Statement on
                Form 8-A filed on January 27, 1989).

   5            Opinion of Counsel re Legality.

   23(a)        Consent of Independent Auditors.

   23(b)        Consent of Counsel (included in Exhibit 5).

   24           Powers of Attorney.