8-K

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM 8-K

                                  CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                         The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    June 13, 1996

                            Illinois Central Corporation
                Exact name of Registrant as specified in its charter

        Delaware                  1-10720             13-3545405       
   (State or other              (Commission          (IRS Employer
    jurisdiction                File Number)           Identification No.)
    of incorporation)

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

Item 2.  Acquisition and Disposition of Assets

          On January 17, 1996, the registrant announced a definitive 
agreement for the acquisition of CCP Holdings, Inc. ("CCPH").  The 
transaction closed June 13, 1996, following the effective date of 
the approval order issued by the Surface Transportation Board ("STB"). 
The purchase price was $142.9 million in cash, the assumption of 
approximately $5 million in debt, and approximately $18 million of 
capitalized lease obligations.  Additionally, the actual purchase 
price is subject to various potential adjustments for up to one year 
after the closing date. 

          The registrant  purchased the stock of CCPH (See Exhibit 2 
of Form 8-K dated as of May 15, 1996 (SEC File No. 1-10720)) from CCPH's 
three stockholders and will account for the acquisition using the purchase 
method of accounting.  CCPH has two principal operating subsidiaries - the 
Chicago Central and Pacific Railroad ("CCPR") and the Cedar River Railroad 
("CRR") - which together comprise a Class II railroad system operating 
850 miles of road.  CCPR operates from Chicago west to Omaha, Nebraska, 
with connecting lines to Cedar Rapids and Sioux City, Iowa.  CRR runs
from Waterloo, Iowa north to Albert Lea, Minnesota.

          The registrant used its existing bank credit lines and monies
received from its operating subsidiary, the Illinois Central Railroad
Company (the "Railroad") to fund the acquisition. The Railroad used
proceeds from its issuance of commercial paper to provide the monies
needed to make a dividend of $50.0 million to the registrant and a 
$59.9 million loan to the registrant.

          The historical audited consolidated financial statements of 
CCPH as of December 31, 1995 and 1994 and for the three years ended
December 31, 1995 and the unaudited consolidated financial statements 
of CCPH as of March 31, 1996 and for the three months ended March 31,
1996 and 1995 are incorporated by reference from the Form 8-k dated as 
of May 15, 1996 (SEC File No. 1-10720).

          Pro forma financial statements will be filed upon completion 
of an audit and appraisal of CCP Holdings, Inc. as of the acquisition 
date (June 13, 1996). The audit and appraisal which are currently in
progress are expected to be completed by mid-August 1996.

Item 7.  Financial Statements and Exhibits

          (a)  Financial Statements of businesses acquired
                    See Form 8-K dated as of May 15, 1996 (SEC 
                    File No. 1-10720)

          (b)  Pro Forma financial information
                    See the last paragraph of Item 2 above. Required 
                    pro-forma information will be provided in
                    accordance with Item 7(b)(2) prior to August 26 ,1996

          (c)  Exhibits
                    See Exhibit Index at E-1

                                  SIGNATURE

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





                                      ILLINOIS CENTRAL CORPORATION 
                   
                                                                   
      
                                            John V. Mulvaney       
                                               Controller          
                                                                   



Date: June 27, 1996

                   ILLINOIS CENTRAL CORPORATION
                       EXHIBIT INDEX

                                                          Sequetial
Exhibit No.              Description                     Page Number
    2           Stock Purchase Agreement                      (1)
   23.1         Consent of Arthur Andersen LLP                (A)


(1)  Incorporated by reference to Exhibit 2 to the report on Form 8-K
     of Illinois Central Corporation dated as of May 15, 1996. (SEC
     File No. 1-10720)
(A)  Included herein but not reproduced
                                    E-1

EX-23

                                                            EXHIBIT 23.1
                        Consent of Independent Accountants


As independent public accountants, we hereby consent to the use of our
report dated January 19, 1996 on the consolidated financial statements
of CCP Holdings, Inc. and its subsidiaries (the "Company") as of
December 31, 1995 and 1994 for each of the years in the three year
period ended December 31, 1995 in this Current Report on Form 8-K.  It
should be noted that we have not audited any financial statements of
the Company subsequent to December 31, 1995 or performed any audit
procedures subsequent to the date of our report.


                              ARTHUR ANDERSEN LLP

Chicago, Illinois
June 27, 1996