The Manchester, Sheffield and Lincolnshire Railway (MS&LR) was formed in 1847 when the Sheffield, Ashton-under-Lyne and Manchester Railway joined with authorised but unbuilt railway companies, forming a proposed network from Manchester to Grimsby. It pursued a policy of expanding its area of influence, especially in reaching west to Liverpool, which it ultimately did through the medium of the Cheshire Lines Committee network in joint partnership with the Great Northern Railway and the Midland Railway.

The Sheffield, Ashton-under-Lyne and Manchester Railway was an early British railway company which opened in stages between 1841 and 1845 between Sheffield and Manchester via Ashton-under-Lyne. The Peak District formed a formidable barrier, and the line's engineer constructed Woodhead Tunnel, over three miles (4.8 km) long. The company amalgamated with the Sheffield and Lincolnshire Junction Railway and Great Grimsby and Sheffield Junction Railway companies, together forming the Manchester, Sheffield and Lincolnshire Railway in 1847.