As filed with the Securities and Exchange Commission on May 29, 1998

                                            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)


REVISED STOCK INCENTIVE PLAN
(Full title of the plan)
       

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

(847) 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       5,000,000    $22.1875       $110,937,500  $32,726.56
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 May 22, 1998, pursuant to Rule 457(c).



(2) 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.          

Pursuant to Rule 429, the prospectus for use in connection
with the securities covered by this Registration Statement
includes the information which currently would be required in
a prospectus relating to the securities covered by
Registration Statement No. 33-22680 of IC Industries, Inc. and
Registration Statement No. 33-65006 of Whitman Corporation.
       
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, 1997.

    (b) All other reports filed by the Registrant pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act
        of 1934 (the "1934 Act") since December 31, 1997.

    (c) The description of securities to be registered
        contained in the Registration Statement filed pursuant
        to Section 12 of the 1934 Act relating to the
        Registrant's common stock, including any amendments or
        reports filed for the purpose of updating such
        description.

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 Company by William B. Moore, Senior Vice
President, Secretary and General Counsel of the Company.  Mr.
Moore owns, and has options to purchase, shares of the
Company'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
Company's By-Laws provides for indemnification of any
director, officer, employee or agent of the Company, or any
person serving in the same capacity in any other enterprise at
the request of the Company, under certain circumstances.
Article NINTH of the Company's Certificate of Incorporation
eliminates the liability of directors of the Company under
certain circumstances for breaches of fiduciary duty to the
Company and its shareholders.

Directors and officers of the Company 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.

See the accompanying Exhibit Index for a list of Exhibits to
this Registration Statement.

Item 9. Undertakings.

The undersigned Registrant 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, 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 (a)(i) and (a)(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.

  (b)  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.

  (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.

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 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.

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 1933 Act, 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
29th day of May, 1998.

       WHITMAN CORPORATION

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

Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following
persons in the capacities indicated on May 29, 1998.

         Signature                       Title

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

      FRANK T. WESTOVER*         Executive Vice President
      Frank T. Westover          (principal financial officer
                                 and principal accounting
                                 officer)

      HERBERT M. BAUM*           Director
      Herbert M. Baum

      RICHARD G. CLINE*          Director
      Richard G. Cline

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

      ARCHIE R. DYKES*           Director
      Archie R. Dykes

     CHARLES W. GAILLARD*        Director
     Charles W. Gaillard

     JAROBIN GILBERT, JR.*       Director
     Jarobin Gilbert, Jr.

    VICTORIA J. GREGORICUS*      Director
    Victoria J. Gregoricus

      CHARLES S. LOCKE*          Director
      Charles S. Locke

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

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)a of the Registrant's Annual
                    Report on Form 10-K for the fiscal year
                    ended December 31, 1997).

   4(b)             By-Laws of the Registrant, as amended
                    September 20, 1996 (incorporated herein
                    by reference to Exhibit (3)b to the
                    Registrant's Annual Report on Form 10-K
                    for the fiscal year ended December 31,
                    1997).

   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).

   4(d)             Amendment dated as of June 19, 1992,
                    between the Registrant and the Rights
                    Agent, to the Rights Agreement dated as
                    of January 20, 1989 (incorporated herein
                    by reference to Exhibit 1 to Amendment
                    No. 1 (Form 8) to the aforesaid
                    Registration Statement on Form 8-A, filed
                    on June 23, 1992).

   4(e)             Revised Stock Incentive Plan, as Amended
                    and Restated April 30, 1998.

   4(f)             Form of Nonqualified Stock Option
                    Agreement.

   5                Opinion of Counsel re Legality.

   23(a)            Consent of Independent Public
                    Accountants.

   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": 13257}]
{"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": "333-53883", "film-number": "98633651"}, "business-address": {"street1": "3501 ALGONQUIN RD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008", "phone": "8478185000"}, "mail-address": {"street1": "3501 ALGONQUIN RD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008"}, "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 29, 1998

                                            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)

REVISED STOCK INCENTIVE PLAN
(Full title of the plan)
       

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

(847) 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       5,000,000    $22.1875       $110,937,500  $32,726.56
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 May 22, 1998, pursuant to Rule 457(c).

(2) 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.          

Pursuant to Rule 429, the prospectus for use in connection
with the securities covered by this Registration Statement
includes the information which currently would be required in
a prospectus relating to the securities covered by
Registration Statement No. 33-22680 of IC Industries, Inc. and
Registration Statement No. 33-65006 of Whitman Corporation.
       
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, 1997.

    (b) All other reports filed by the Registrant pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act
        of 1934 (the "1934 Act") since December 31, 1997.

    (c) The description of securities to be registered
        contained in the Registration Statement filed pursuant
        to Section 12 of the 1934 Act relating to the
        Registrant's common stock, including any amendments or
        reports filed for the purpose of updating such
        description.

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 Company by William B. Moore, Senior Vice
President, Secretary and General Counsel of the Company.  Mr.
Moore owns, and has options to purchase, shares of the
Company'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
Company's By-Laws provides for indemnification of any
director, officer, employee or agent of the Company, or any
person serving in the same capacity in any other enterprise at
the request of the Company, under certain circumstances.
Article NINTH of the Company's Certificate of Incorporation
eliminates the liability of directors of the Company under
certain circumstances for breaches of fiduciary duty to the
Company and its shareholders.

Directors and officers of the Company 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.

See the accompanying Exhibit Index for a list of Exhibits to
this Registration Statement.

Item 9. Undertakings.

The undersigned Registrant 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, 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 (a)(i) and (a)(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.

  (b)  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.

  (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.

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 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.

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 1933 Act, 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
29th day of May, 1998.

       WHITMAN CORPORATION

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

Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following
persons in the capacities indicated on May 29, 1998.

         Signature                       Title

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

      FRANK T. WESTOVER*         Executive Vice President
      Frank T. Westover          (principal financial officer
                                 and principal accounting
                                 officer)

      HERBERT M. BAUM*           Director
      Herbert M. Baum

      RICHARD G. CLINE*          Director
      Richard G. Cline

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

      ARCHIE R. DYKES*           Director
      Archie R. Dykes

     CHARLES W. GAILLARD*        Director
     Charles W. Gaillard

     JAROBIN GILBERT, JR.*       Director
     Jarobin Gilbert, Jr.

    VICTORIA J. GREGORICUS*      Director
    Victoria J. Gregoricus

      CHARLES S. LOCKE*          Director
      Charles S. Locke

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

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)a of the Registrant's Annual
                    Report on Form 10-K for the fiscal year
                    ended December 31, 1997).

   4(b)             By-Laws of the Registrant, as amended
                    September 20, 1996 (incorporated herein
                    by reference to Exhibit (3)b to the
                    Registrant's Annual Report on Form 10-K
                    for the fiscal year ended December 31,
                    1997).

   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).

   4(d)             Amendment dated as of June 19, 1992,
                    between the Registrant and the Rights
                    Agent, to the Rights Agreement dated as
                    of January 20, 1989 (incorporated herein
                    by reference to Exhibit 1 to Amendment
                    No. 1 (Form 8) to the aforesaid
                    Registration Statement on Form 8-A, filed
                    on June 23, 1992).

   4(e)             Revised Stock Incentive Plan, as Amended
                    and Restated April 30, 1998.

   4(f)             Form of Nonqualified Stock Option
                    Agreement.

   5                Opinion of Counsel re Legality.

   23(a)            Consent of Independent Public
                    Accountants.

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

   24  Powers of Attorney.