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 1-7092

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

                      Illinois                            36-2728842
    (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 RAILROAD COMPANY
                                                    Registrant


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

                                                        John V.  Mulvaney
                                                        Vice President and
                                                        Chief Financial Officer







                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Illinois Central Railroad Company:

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Illinois Central  Railroad Company (a Delaware  corporation) and subsidiaries as
of  December  31,  1997 and 1996,  and the related  consolidated  statements  of
income, cash flows and stockholder's  equity and retained income for each of the
three years in the period ended December 31, 1997.  These  financial  statements
and the  schedule  referred  to below are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule 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
Railroad  Company 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  schedule  listed  in the index to
Financial Statement Schedules herein is presented for purposes of complying with
the  Securities  and  Exchange  Commission's  rules and is not part of the basic
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  fairly states 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



                                                                   Exhibit 23  

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

ILLINOIS CENTRAL RAILROAD COMPANY

         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  Railroad  Company's  previously filed
Form S-3 Registration Statements File Nos. 33-58547 and 333-03825.



                                                       ARTHUR ANDERSEN LLP





Chicago, Illinois
April 23, 1998