In 1832 colliery owners in Derbyshire and Nottinghamshire got together to build a new railway that became known as the Midland Counties Railway. The chairman of the company was T. E. Dicey, a Leicestershire landowner. Charles Vignoles was appointed chief engineer. The main engineering problem for Vignoles was the building of the two bridges that crossed the Trent and the Avon.

The line was opened in 1836 and ran from Derby, Leicester, Rugby and Nottingham. After eight years Dicey agreed to George Hudson organizing an amalgamation with the North Midland and the Birmingham & Derby lines to form the Midland Railway.