Rule 424(b)(3)
Registration Statement
No. 33-52213
PRICING SUPPLEMENT NO. 3,
Dated June 2, 1995, to
Prospectus, dated February 23, 1994, and Prospectus
Supplement, dated March 2, 1994.
CPC INTERNATIONAL INC.
MEDIUM-TERM FIXED RATE NOTES, SERIES B
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
Principal Amount: U.S. $25,000,000.
Proceeds to Corporation: U.S. $24,843,750
Underwriting Discount: U.S. $156,250
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Minimum Denominations: $1,000 and integral multiples
of $1,000.
Original Issue Date: June 9, 1995.
Maturity Date: June 9, 2005.
Interest Rate: 6.44%.
Redemption: The Notes cannot be redeemed prior to the Maturity
Date.
The Notes are offered by the Underwriter, as specified herein,
subject to receipt and acceptance by it and subject to its
right to reject any order in whole or in part. It is expected
that the Notes will be ready for delivery in book-entry form on
or about June 9, 1995.
SALOMON BROTHERS INC
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Form: Global Note.
Interest Payment Dates: Semiannually on May 15 and November 15
of each year and at maturity, commencing November 15,
1995, provided that if any Interest Payment Date is not a
Business Day, then interest will be paid on the next suc-
ceeding Business Day.
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, without adjustment for
changes in the Interest Payment Date if the scheduled
Interest Payment Date is not a Business Day.
Day Count Convention: 30/360
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.
UNDERWRITING
Salomon Brothers Inc has purchased the Notes as principal
in this transaction for resale to one or more investors at
varying prices related to prevailing market conditions at
the time or times of resale as determined by Salomon
Brothers Inc.
