SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to
___________________
Commission file number 1-10720
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
(Title and Address of the Plan)
ILLINOIS CENTRAL CORPORATION
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
(Issuer and Address of Principal Executive Offices)
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
/s/ Dale W. Phillips
Dale W. Phillips
Member Administrative Committee
Date: June 28, 1996
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
FORM 11-K
Financial Statements and Schedules
Years Ended December 31, 1995 and 1994
F-1
ILLINOIS CENTRAL CORPORATION
Supplemental Retirement and Savings Plan
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
Financial Statements and Schedules:
Independent Auditors' Report . . . . . . . . . . . . . .F-3
Statements of Financial Position as of
December 31, 1995 and 1994. . . . . . . . . . . . . . .F-4 to F-5
Statements of Income and Changes in Plan Equity for
the years ended December 31, 1995 and 1994. . . . . . .F-6 to F-7
Notes to Financial Statements. . . . . . . . . . . . . .F-8 to F-11
Schedule I - Assets Held For Investment Purposes
at December 31, 1995. . . . . . . . . . . . . . . . . .F-12
Schedule II - Reportable Transactions for the
year ended December 31, 1995. . . . . . . . . . . . . .F-13
Exhibit:
Exhibit 23: Independent Auditors' Consent. . . . . . . .E-1
F-2
Independent Auditors' Report
The Administrative Committee
Illinois Central Corporation
Supplemental Retirement and Savings Plan:
We have audited the accompanying statements of financial position of
Illinois Central Corporation Supplemental Retirement and Savings Plan
as of December 31, 1995 and 1994, and the related statements of income
and changes in plan equity for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
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 the Plan's
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 Supplemental Retirement and Savings Plan as of
December 31, 1995 and 1994, and the results of its operations and the
changes in its plan equity for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions as of
and for the year ended December 31, 1995 are presented for the purpose
of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
The fund information in the statements of financial position and the
statements of income and changes in plan equity is presented for
purposes of additional analysis rather than to present the financial
position and results of operations and changes in plan equity of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken
as a whole.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
June 14, 1996
F-3
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
<TABLE> DECEMBER 31, 1995
<CAPTION>
Investment Funds
Illinois
Central New
Corp. Perspective
Total Stock Fund Fund Diversified Fixed Balanced
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment at fair value $52,147,108 10,169,453 2,144,673 8,831,117 28,051,645 2,950,220
Securities sold receivable 1,213 1,213
Dividends receivable 82,969 76,245 6,724
Accrued interest receivable 98,280 11 3,339 94,922 8
Income receivable
Contributions receivable:
Employer
Employee
Cash and cash equivalents 771,763 1,618 706,591 61,782 1,772
Total assets $53,101,333 10,248,540 2,144,673 9,547,771 28,208,349 2,952,000
Liabilities and Plan Equity:
Liabilities:
Distribution payable to
participants
Payable for unsettled trades 53,056 53,056
Total liabilities 53,056 53,056 0 0 0 0
plan equity 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 2,952,000
Total liabilities and
plan equity $53,101,333 10,248,540 2,144,673 9,547,771 28,208,349 2,952,000
See accompanying Notes to Financial Statements.
F-4
</TABLE>
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 1994
<TABLE>
<CAPTION> Investment Funds
Illinois
Central New
Corp. Perspective
Total Stock Fund Fund Diversified Fixed Balanced
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment at fair value $ 45,933,140 7,435,073 1,615,588 6,587,388 27,800,901 2,494,190
Securities sold receivable 123,184 9,011 112,809 1,364
Dividends receivable 64,496 60,136 4,355 5
Accrued interest receivabe 98,835 9 3,022 95,804
Contributions receivable:
Employer 24,063 5,376 689 4,840 11,239 1,919
Employee 74,114 15,878 2,275 14,160 35,975 5,826
Cash and cash equivalents 876,976 26,466 804,192 45,366 952
Total assets $ 47,194,808 7,551,949 1,618,552 7,530,766 27,989,285 2,504,256
Liabilities and Plan Equity:
Liabilities:
Interfund transfers $ 0 1,281 31,674 (32,955)
Payable for unsettled
trades 105,874 32,499 73,375
Accrued expenses 25,095 3,783 819 3,747 14,117 2,629
Total liabilities 130,969 37,563 819 77,122 45,791 (30,326)
Plan equity 47,063,839 7,514,386 1,617,733 7,453,644 27,943,494 2,534,582
Total liabilities and
plan equity $ 47,194,808 7,551,949 1,618,552 7,530,766 27,989,285 2,504,256
See accompanying Notes to Financial Statements.
F-5
</TABLE>
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION> Investment Funds
Illinois
Central New
Corp. Perspective
Total Stock Fund Fund Diversified Fixed Balanced
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 951,469 269,216 112,431 569,822
Interest 1,843,251 264 45,024 1,797,847 116
Net realized gain (loss) 567,462 219,908 21,702 266,678 59,174
Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311
7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601
Contributions:
Participants 1,714,631 387,851 75,210 323,907 784,001 143,662
Employers 1,066,506 225,929 42,381 211,791 501,866 84,539
Rollover 271,850 96,972 47,051 6,779 82,580 38,468
3,052,987 710,752 164,642 542,477 1,368,447 266,669
Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270
Less:
Participants' distributi 3,891,239 274,878 29,993 307,335 3,245,672 33,361
Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700
Interfund transfers 0 (109,402) (49,617) 398,316 (487,088) 247,791
Total deductions 4,192,741 206,298 (17,479) 764,631 2,901,439 337,852
Net Changes During Period 5,984,438 2,681,098 526,940 2,094,127 264,855 417,418
Plan Equity:
At December 31, 1994 47,063,839 7,514,386 1,617,733 7,453,644 27,943,494 2,534,582
At December 31, 1995 $53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 2,952,000
See accompanying Notes to Financial Statements.
F-6
</TABLE>
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION> Investment Funds
Illinois
Central New
Corp. Perspective
Total Stock Fund Fund Diversified Fixed Balanced
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 525,007 196,816 114,504 213,687
Interest 1,795,327 433 12 46,194 1,748,531 157
Net realized gain (loss) 23,329 50,337 10,792 (64,762) 26,962
Net unrealized gain (loss) 2,340,472) (1,149,779) (43,757) (898,872) (248,064)
3,191 (902,193) 81,551 (703,753) 1,748,531 (220,945)
Contributions:
Participants 1,708,051 340,449 15,247 420,361 772,573 159,421
Employers 894,764 174,807 7,488 215,568 415,442 81,459
Rollover 12,869 5,147 2,574 2,574 2,574
2,615,684 520,403 25,309 638,503 1,190,589 240,880
Total Additions 2,618,875 (381,790) 106,860 (65,250) 2,939,120 19,935
Less:
Participants' distributi 2,951,501 132,303 226,434 2,327,672 265,092
Administrative expenses 294,054 26,785 4,344 77,303 153,792 31,830
Interfund transfers 0 (769,215) (1,515,217) 1,464,084 989,558 (169,210)
Total deductions 3,245,555 (610,127) (1,510,873) 1,767,821 3,471,022 127,712
Net Changes During Period (626,680) 228,337 1,617,733 (1,833,071) (531,902) (107,777)
Plan Equity:
At December 31, 1993 47,690,519 7,286,049 0 9,286,715 28,475,396 2,642,359
At December 31, 1994 $47,063,839 7,514,386 1,617,733 7,453,644 27,943,494 2,534,582
See accompanying Notes to Financial Statements.
F-7
</TABLE>
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) DESCRIPTION OF PLAN
The following brief description of the Illinois Central Corporation
Supplemental Retirement and Savings Plan (the Plan) provides only
general information. Participants should refer to the summary plan
description for a more complete description of the Plan's
provisions.
GENERAL
The Plan was established effective January 1, 1989 and replaced the
Supplemental Retirement and Savings Plan for Whitman Corporation
(Predecessor Plan) for the benefit of eligible employees of Illinois
Central Railroad Company (the Company) as a result of Whitman
Corporation's spin-off of the common stock of Illinois Central
Transportation Company (ICTC) to its shareholders. The Company is
the surviving corporation in the merger of ICTC into the Company.
The Plan covers all full-time, salaried, non-union employees of the
Company. Full-time eligible employees may participate on the first
day of the calendar month coinciding with or next following the
first day of employment. Part-time eligible employees may
participate once they have completed certain employment
requirements. A Yardmaster or Dispatcher employed by the Company is
only entitled to participate with respect to the Employer
Supplemental Contributions. This Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants, except Yardmasters and Dispatchers, may elect to make
contributions to the Plan through periodic payroll deductions in
amounts ranging from 2% to 15% of each participant's base salary, in
1% increments. The total pre-tax contributions by a participant are
limited to the lesser of $9,240 in 1995 and in 1994 (subject
to adjustments to reflect changes in the cost of living pursuant to
Section 402(g) of the Internal Revenue Code) or 15% of the
participant's salary during any calendar year. Contributions to the
Plan on behalf of the participants are made by the Company in lieu
of an equal amount of salary.
The Company contributes an amount equal to 50% of each participant's
contributions up to the first 6% of salary (a maximum Company
contribution of 3% of salary).
In addition, the Company makes supplemental contributions of 2% of
salary on behalf of all eligible employees of the Company including
Yardmasters and Dispatchers, whether they contribute to the Plan or not.
F-8
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
INVESTMENT OF CONTRIBUTIONS
The Plan permits participants to invest their own contributions, the
Company's matching and the supplemental contributions in the
following investment funds: the Illinois Central Corporation Stock
Fund, the New Perspective Fund, the Diversified Fund, the Fixed Fund
and the Balanced Fund. Participants may choose to invest in one or
more funds in multiples of 10% upon initial participation.
Subsequent changes in funds may be in 1% increments. The New
Perspective Fund invests in an investment fund managed by the
American Funds Group. The Diversified Fund invests in an investment
fund managed by Sirach. The fund is primarily invested in common
stocks. The Fixed Fund invests in the LaSalle National Pooled
Investment Fund and annuity contracts issued by John Hancock Mutual
Life Insurance Company. The Balanced Fund is managed by Equity
Capital Management Corporation and invests in the Equitable
Investment Fund, which invests in common stocks and other equity-
type securities, longer term fixed income securities, publicly
traded debt securities and short term money market instruments.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, all of the Company's contributions, and an allocation
of earnings and expenses. Allocation of each is based on the
participant's account balances at the time of allocation. The
benefit to which a participant is entitled is the benefit that can
be provided from the participant's account.
F-9
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
VESTING
Participants are immediately vested 100% in the entire amount in
their account.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive the
value of his or her account in either a lump-sum payment, in annual
installments over a period of up to 15 years, or in the form of an
immediate or deferred annuity.
EXPENSES
Administrative expenses for maintenance of Plan financial records,
participant statements, service fees on insurance contracts, trustee
fees, and accounting fees are paid from Plan assets. All other
administrative expenses of the Plan are paid by the Company.
WITHDRAWALS
In accordance with generally accepted accounting principles, withdrawals
are recorded in the period in which they are paid to participants.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial statements of the Plan are prepared using the accrual
basis of accounting.
Investment are stated at fair value. Quoted market prices are used
to value the stock and mutual funds. The fixed income fund is
valued at cost plus accumulated interest, which approximates market.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
The Plan considers all highly liquid debt instruments purchased with
a maturity of 3 months or less to be cash equivalents.
The Plan administrator has made a number of estimates and assumptions
relating to the reporting of Plan assets in conformity with generally
accepted accounting principles. Actual results could differ from
those estimates.
(3) FEDERAL INCOME TAXES
The Plan has received a favorable determination letter from the
Internal Revenue Service (IRS), dated May 22, 1995, indicating that
it is qualified under Section 401(a) of the Internal Revenue Code
and therefore the related trust is exempt from tax under Section
501(a) of the Code. The Plan Administrator is not aware of any
activity or transactions that may adversely affect the qualified
status of the Plan.
F-10
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(4) INVESTMENTS
Continental Trust Company, Trustee of the Plan, holds the
investments for the Illinois Central Corporation's Stock Fund and
the Diversified Fund. The following table presents the fair values
of the Plan's investments.
December 31, 1995 December 31, 1994
Number Fair Number Fair
of Shares Value of Shares Value
Investments at
Fair Value as
Determined by
Quoted Market
Price:
Illinois Central
Corporation
Stock Fund 265,002 $10,169,453 241,791 $7,435,073
Sirach
Diversified
Fund 135,290 6,596,482 256,103 6,587,388
Regis Fund
Ins. Special
Equity 143,984 2,234,635 - -
Investments at cost plus accumulated
interest, which approximates fair
value:
LaSalle National Pooled Income
Fund N/A 22,972,815 N/A 17,978,935
John Hancock
GAC #6096 N/A 5,078,830 N/A 9,821,966
Investments at Fair Value as
Determined by Estimated Market
Price:
Equitable Balanced
Fund 31,099 2,950,220 31,664 2,494,190
New Perspective
Fund 130,932 2,144,673 112,428 1,615,588
F-11
SCHEDULE I
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
PAR VALUE MARKET
ASSET DESCRIPTION /SHARE COST VALUE
AFLAC $ 43.375 $ 80,900.00 $ 104,100.00
ABBOTT LABS COM 41.750 98,291.67 146,125.00
ADAPTEC INC COM 41.000 56,670.00 49,200.00
ALLIEDSIGNAL INC COM 47.500 132,100.00 147,250.00
AMGEN INC COM 59.375 52,500.00 95,000.00
AMERICAN INTL GROUP INC COM 92.500 181,835.00 203,500.00
AMR CORP DEL COM 74.250 49,500.00 59,400.00
ARROW ELECTRS INC COM 43.125 49,725.00 43,125.00
ATLANTIC RICHFIELD CO COM 110.8 54,250.0 55,375.0
BANK OF BOSTON CORP COM 46.250 69,375.00 115,625.00
BANKAMERICA CORP COM 64.750 165,082.50 174,825.00
BAY NETWORKS INC COM 41.125 43,288.59 80,193.75
BLACK & DECKER CORP COM 35.250 85,350.00 112,800.00
BRITISH PETE PLC AMERN
DEPOSITORY SH 102.125 105,600.00 132,762.50
CAPITAL ONE FINL CORP COM 23.875 50,937.50 59,687.50
CASE CORP COM 45.750 44,400.00 68,625.00
CITICORP COM 67.250 119,625.00 235,375.00
COLUMBIA HCA HEALTCARE CORP COM 50.750 140,595.00 157,325.00
CONAGRA INC COM 41.250 95,601.00 123,750.00
CPC INTL INC COM 68.625 47,320.00 48,037.50
CUC INTL INC COM 34.125 48,912.50 66,543.75
EASTMAN CHEM CO COM 62.625 162,462.50 156,562.50
FIRST BK SYS INC COM 49.625 122,962.50 148,875.00
FIRST DATA CORP COM 66.875 102,550.00 200,625.00
GENERAL ELEC CO COM 72.000 190,960.00 230,400.00
GENERAL MTRS CORP CL E 52.000 105,820.00 114,400.00
GILLETTE CO COM 52.125 137,545.22 172,012.50
HALLIBURTON CO COM 50.625 85,287.50 116,437.50
HEWLETT PACKARD COM 83.750 139,815.00 175,875.00
IMC GLOBAL INC COM 40.875 52,640.00 57,225.00
INTERNATIONAL BUSINESS MACHINES
CORP COM 91.750 84,987.50 119,275.00
JOHNSON & JOHNSON COM 85.625 66,075.00 102,750.00
LORAL CORP COM 35.375 54,868.50 106,125.00
LSI LOGIC CORP COM 32.750 50,962.50 49,125.00
MARRIOTT INTL INC COM 38.250 115,002.50 110,925.00
MCDONALDS CORP COM 45.125 87,000.00 135,375.00
MENA CORP COM 36.875 91,875.00 110,625.00
MERCK & CO INC COM 65.750 55,875.00 98,625.00
MGIC INVT CORP WIS COM 54.250 96,112.50 124,775.00
MICROSOFT CORP 87.750 66,600.00 140,400.00
MOBIL CORP COM 112.000 51,747.50 56,000.00
PEPSICO INC COM 55.875 172,712.50 201,150.00
PFIZER INC COM 63.000 52,850.00 88,200.00
POTASH CORP SASK INC COM 70.875 56,812.50 106,312.50
PRAXAIR INC COM 33.625 56,700.00 94,150.00
PRICE / COSTCO INC COM 15.250 92,750.00 76,250.00
PROCTER & GAMBLE CO COM 83.000 79,712.50 116,200.00
ROCKWELL INTL CORP COM 52.875 45,975.00 52,875.00
SAFEWAY INC COM NEW 51.500 60,712.50 77,250.00
SCHERING PLOUGH CORP COM 54.750 86,844.64 142,350.00
SUNTRUST BKS INC COM 68.500 46,000.00 54,800.00
SYSCO CORP COM 32.500 47,960.00 52,000.00
VENCOR INC COM 32.500 51,525.00 48,750.00
VIACOM INC COM CL B 47.375 94,125.00 99,487.50
WAL MART STORES INC COM 22.375 123,830.00 107,400.00
WALGREEN CO COM 29.875 126,789.67 149,375.00
WASHINGTON FED INC COM 25.625 108,469.80 120,181.25
WILLIAMS COS INC COM 43.875 121,755.00 144,787.50
WORLDCOM INC GA COM 35.250 46,070.00 59,925.00
TOTAL EQUITIES / SIRACH 5,164,601.59 6,596,481.25
AMERICAN FUNDS /
NEW PERSPECTIVE FUND 16.380 1,977,743.75 2,144,672.73
EQUITABLE FDS BALANCED FD 94.864 2,253,891.42 2,950,220.16
JOHN HANCOCK GAC #6096 5,078,830.42 5,078,830.42
REGIS FD INC SPL EQUITY PORTFOLIO 15.520 2,284,354.41 2,234,635.48
LASALLE NATL POOLED INCOME PLUS
FUND 1.000 22,972,815.66 22,972,815.66
ILLINOIS CENTRAL CORP COMMON 38.375 7,267,545.08 10,169,451.75
41,835,180.74 45,550,626.20
TOTAL INVESTMENTS 46,999,782.33 52,147,107.45
TEMPORARY CASH INVESTMENTS 771,763.06 771,763.06
$47,771,545.39 $52,918,870.51
SEE ACCOMPANYING INDEPENDENT AUDITORS' REPORT.
F-12
SCHEDULE II
ITEM 27d REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
Individual Transactions
Net/
Security Sales/Purchases Gain Current
Description Price Expenses Cost Loss Value
Sales
John Hancock
GAC #6096 5,435,407 0 5,435,407 0 5,435,407
Purchases
LaSalle National
Pooled Income Plus 5,435,407 0 5,435,407 0 5,435,407
Series of Transactions
Sales
Illinois Central Corp
Common Stock 782,514 1,926 780,588 219,708 1,000,296
EB STIF Fund 11,960,837 0 11,960,837 0 11,960,837
LaSalle National Pooled
Income Plus 4,342,752 0 4,342,752 0 4,342,752
Purchases
Illinois Central Corp
Common Stock 1,610,153 3,778 1,606,375 0 1,606,375
EB STIF Fund 11,855,626 0 11,855,626 0 11,855,626
John Hancock
GAC #6096 5,435,407 0 5,435,407 0 5,435,407
LaSalle National Pooled
Income Plus 9,336,633 0 9,336,633 0 9,336,633
See accompanying indendent auditors' report.
F-13
Exhibit 23
-------------
Independent Auditors' Consent
The Board of Directors
Illinois Central Corporation:
We consent to incorporation by reference in Registration Statement No.
33-36765 on Form S-8 of Illinois Central Corporation of our report
dated June 14, 1996, relating to the statements of financial position
of Illinois Central Corporation Supplemental Retirement and Savings
Plan as of December 31, 1995 and 1994, and the related statements of
income and changes in plan equity for the years then ended, and all
related schedules, which report appears in the December 31, 1995 annual
report on Form 11-K of Illinois Central Corporation Supplemental
Retirement and Savings Plan.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 27, 1996
