SC 14D1/A

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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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                              SCHEDULE 14D-1

                             (Final Amendment)

            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

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                       ILLINOIS CENTRAL CORPORATION

                      (Exact name of Subject Company)

                         CANADIAN NATIONAL RAILWAY
                                  COMPANY
                        BLACKHAWK MERGER SUB, INC.

                                 (Bidders)

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                       Common Stock, $.001 Par Value
                      (Title of Class of Securities)

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                                 896215100
                   (CUSIP Number of Class of Securities)

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                         Jean Pierre Ouellet, Esq.
                         Canadian National Railway
                                  Company
                      935 de La Gauchetiere St. West
                         Montreal, Quebec, Canada
                                  H3B 2M9
                              (514) 399-6569
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
        and Communications on Behalf of Person(s) Filing Statement)

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                              With Copies to:

    Winthrop B. Conrad, Jr., Esq.             John G. Finley, Esq.
       David W. Ferguson, Esq.                Allan Schwartz, Esq.
        Davis Polk & Wardwell              Simpson, Thacher & Bartlett
         450 Lexington Avenue                 425 Lexington Avenue
       New York, New York 10017             New York, New York 10017
            (212) 450-4000                       (212) 455-2000



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               This Final Amendment (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule 14D-1 originally filed on February 13,
1998 (the "Schedule 14D-1") by Canadian National Railway Company, a Canadian
corporation ("Parent"), and Blackhawk Merger Sub Inc. ("Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of Parent, as
amended by Amendment No. 1 dated March 2, 1998, Amendment No. 2 dated March 6,
1998 and Amendment No. 3 dated March 12, 1998 relating to the offer by
Purchaser to purchase 46,051,761 of the issued and outstanding shares of
Common Stock, $0.001 par value (the shares subject to the Offer, as well as all
other shares of such Common Stock hereinafter referred to as the "Shares"), of
Illinois Central Corporation, a Delaware corporation (the "Company"), at a
price of $39.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February
13, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal
(which together constitute the "Offer").

               All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 14D-1.

               The item of the Schedule 14D-1 set forth below is hereby
amended as follows:

Item 6. Interest in Securities of the Subject Company

               Item 6 is hereby supplemented and amended to incorporate by
reference the information set forth in the Press release issued by Parent on
March 16, 1998, attached hereto as Exhibit (a)(11).


Item 11.   Material to be Filed as Exhibits.

      Item 11 is hereby supplemented and amended by adding the following
exhibit:

      (a)(11) Text of Press Release issued by Parent on March 16, 1998.



                                 SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment is true, complete and correct.

March 16, 1998                     CANADIAN NATIONAL RAILWAY COMPANY


                                   By: /s/ Jean Pierre Ouellet
                                       ------------------------------------
                                   Name:  Jean Pierre Ouellet
                                   Title: Chief Legal Officer and Corporate
                                          Secretary


                                   BLACKHAWK MERGER SUB, INC.


                                   By: /s/ Jean Pierre Ouellet
                                       ------------------------------------
                                   Name:  Jean Pierre Ouellet
                                   Title: President and Treasurer



                               EXHIBIT INDEX

 Exhibit No.
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   (a)(11)        Text of Press Release issued by Parent on March 16, 1998.

EX-99.A.11

                                                               Exhibit (a)(11)


This press release is neither an offer to sell nor a solicitation of an offer
to buy any securities.  Any such offering shall only be made by means of a
registered prospectus.

FOR IMMEDIATE RELEASE

       CANADIAN NATIONAL COMPLETES TENDER OFFER FOR ILLINOIS CENTRAL

MONTREAL - March 16, 1998 - Canadian National Railway Company ("CN") (NYSE:
CNI, TSE/ME: CNR) announced today that it has completed its cash tender offer
for 46,051,761 shares of Illinois Central Corporation ("IC") (NYSE: IC) common
stock, representing approximately 75 percent of the outstanding IC common
stock, at a price of US$39.00 per IC share.

As of the expiration of the tender offer, approximately 46,950,000 shares of
IC's common stock had been tendered, including approximately 11,560,000 shares
tendered by guaranteed delivery.  Since more than 46,051,761 shares were
tendered and not withdrawn prior to the expiration date, CN has accepted for
payment and will pay for only 46,051,761 shares on a pro rata basis.  Because
of the difficulty of determining the precise number of IC shares properly
tendered and not withdrawn, CN does not expect that it will be able to
announce the final results of such proration or pay for any IC shares until at
least seven New York Stock Exchange trading days from completion of the tender
offer.  On a preliminary basis, the proration factor will be approximately 98%.

CN and IC will now proceed to consummate a second-step merger in which the
remaining 25 percent of the IC shares will be exchanged for CN shares with a
value equal to the same cash price paid in the tender offer, subject to certain
collar arrangements.  IC has approximately 61.4 million shares outstanding,
giving the transaction a total equity value of approximately US$2.4 billion.

CN President and Chief Executive Officer, Paul M. Tellier, stated: "We are
very enthusiastic about the combination of CN and IC.  With the successful
completion of our tender offer, we are another step closer to realizing the
substantial benefits that this combination will bring to shareholders,
customers and employees."

The shares acquired by CN pursuant to the tender offer, as well as those to be
acquired in the second step merger, will be placed in a voting trust pending
approval of the transaction by the United States Surface Transportation Board.
This approval is expected in the first half of 1999.

Goldman, Sachs & Co. and Schroder & Co. Inc. acted as Deal Managers for the
offer and MacKenzie Partners, Inc. acted as Information Agent.

                                   # # #

Investors              Media               Abernathy MacGregor Frank
Robert Noorigian       Mark Hallman        Joele Frank / Patricia Sturms
(514) 399-0052         (416) 217-6390      (212) 371-5999