Filed Under Rule 424(b)(2)
                         Registration No. 33-58547

Pricing Supplement No. 3 Dated July 7, 1995

To Prospectus Dated April 24, 1995
   Prospectus Supplement Dated May 1, 1995

                               $50,000,000

                     ILLINOIS CENTRAL RAILROAD COMPANY

                        MEDIUM-TERM NOTES, SERIES A

               Due from 9 Months or More from Date of Issue

                Principal Amount:        $50,000,000

      (Total Principal Amount Issued to Date: $100,000,000)

            Original Issue Date:          July 12, 1995

            Maturity Date:                July 12, 2007

            Interest Rate:                        6.98%

Redemption:

Check box opposite applicable paragraph.

[ x ]     The Notes cannot be redeemed prior to maturity.

[   ]     The Notes may be redeemed prior to maturity.

Commission to be paid to Agent.         $312,500.00



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