UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                         Commission file number 1-10720

                          Illinois Central Corporation
             (Exact name of registrant as specified in its charter)

                   Delaware                                    13-3545405
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                         Identification No.)
  455 North Cityfront Plaza Drive, Chicago, Illinois           60611-5504
  --------------------------------------------------         ---------------
      (Address of principal executive offices)                 (Zip Code)

            Registrant's telephone number, including area code:
                            (312) 755-7500

         This Annual  Report on Form 10-K is being  amended to reflect a revised
dating  of the  Report  of  Independent  Public  Accountants  and to  provide  a
currently dated Consent of Independent Public Accountants.

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                ILLINOIS CENTRAL CORPORATION
                                                       Registrant


Date: April 23, 1998                       By: /s/      John V.  Mulvaney

                                                        John V.  Mulvaney
                                                        Vice President and
                                                        Chief Financial Officer


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                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Illinois Central Corporation:

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Illinois  Central  Corporation (a Delaware  corporation)  and subsidiaries as of
December 31, 1997 and 1996, and the related  consolidated  statements of income,
cash flows and  stockholders'  equity and retained  income for each of the three
years in the period ended December 31, 1997. These financial  statements and the
schedules referred to below are the responsibility of the Company's  management.
Our  responsibility  is to express an opinion on these financial  statements and
schedules based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of Illinois Central
Corporation  and  subsidiaries as of December 31, 1997 and 1996, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.

         Our audits were made for the purpose of forming an opinion on the basic
financial  statements  taken as a whole.  The  schedules  listed in the index to
Financial  Statement  Schedules  herein are  presented for purposes of complying
with the  Securities  and  Exchange  Commission's  rules and are not part of the
basic financial statements.  These schedules have been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth  therein in  relation  to the basic  financial  statements  taken as a
whole.


                                                   ARTHUR ANDERSEN LLP


Chicago, Illinois
January 19, 1998
(except with respect
to the matter discussed
in  Note 2, as to which
the date is March 13, 1998)
                                       F-1


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                                                                  Exhibit 23



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

ILLINOIS CENTRAL CORPORATION

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  by reference  of our report  dated  January 19, 1998 (except with
respect  to the  matter  discussed  in Note 2, as to which the date is March 13,
1998) included in the Company's Annual Report on Form 10-K /A for the year ended
December 31, 1997, into Illinois Central Corporation's previously filed Form S-8
Registration  Statements File Nos. 33-41052,  33-51924,  33-54709,  33-57757 and
33-61095.








                                                         ARTHUR ANDERSEN LLP





Chicago, Illinois
April 23, 1998



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