Rule 424(b)(3)
Registration Statement
No. 33-52213
PRICING SUPPLEMENT NO. 2,
Dated July 25, 1994, to
Prospectus, dated February 23, 1994, and Prospectus
Supplement, dated March 2, 1994.
CPC INTERNATIONAL INC.
MEDIUM-TERM FLOATING RATE NOTES, SERIES B
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
Principal Amount: U.S. $25,000,000.
Proceeds to Corporation: 99.75%
Agent's Discount or Commission: 0.25%
Issue Price: 100%
Specified Currency: U.S. Dollars.
Minimum Denominations: $1,000 and integral multiples
of $1,000.
Trade Date: July 20, 1994.
Original Issue Date: July 26, 1994.
Maturity Date: July 26, 1996.
Interest Rate Basis: Treasury Rate.
Index Maturity: 91 Days.
Spread: +25 basis points.
Spread Multiplier: Not applicable.
Initial Interest Rate: To be determined.
MERRILL LYNCH & CO.
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-2-
Form: Book-Entry.
Interest Payment Dates: Quarterly on the 26th day of each Jan-
uary, April, July, and October, commencing October 26,
1994.
Interest payments will include the amount of interest
accrued from and including the most recent Interest Pay-
ment Date to which interest has been paid (or from and
including the Original Issue Date) to but excluding the
applicable Interest Payment Date.
Interest Reset Date: Tuesday of each week, to but excluding
the Maturity Date.
Maximum Interest Rate: Not applicable.
Minimum Interest Rate: Not applicable.
Day Count Convention: Actual/Actual.
Other Provisions:
Trustee, Registrar, Authenticating and Paying Agent:
Bankers Trust Company (the "Trustee"), under the Indenture
dated as of April 15, 1988 as amended and supplemented by
the First Supplemental Indenture and Amendment dated
March 2, 1994 between the Trustee and CPC International
Inc.
