WISCONSIN CENTRAL TRANSPORTATION CORP
10-C, 1996-06-07
RAILROADS, LINE-HAUL OPERATING
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Form 10-C

Securities and Exchange Commission
Washington, DC 20549

Report by issuer of securities quoted on The Nasdaq Stock Market, filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
and Rule 13a-17 or 15d-17 thereunder.

Exact Name of Issuer as specified in Charter:  Wisconsin Central 
Transportation Corporation

Address of Principal Executive Offices:  6250 N. River Rd., Suite 9000,
Rosemont, IL 60018

Issuer's Telephone Number (including area code):  (847) 318-4600

I.	Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1.	Title of Security:  Common Stock
2.	Number of shares outstanding before the change:  16,859,192
3.	Number of shares outstanding after the change:  50,577,576
4.	Effective date of change:  05/31/96
5.	Method of change:  Stock Dividend
Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)
Give brief description of transaction:  200% stock dividend


Date:  5/30/96     Officer's Signature and Title:  /s/ Thomas W. Rissman,
Secretary




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