ILLINOIS CENTRAL RAILROAD CO
424B2, 1995-06-02
RAILROADS, LINE-HAUL OPERATING
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                         Filed Under Rule 424(b)(2)
                         Registration No. 33-58547

Pricing Supplement No. 2 Dated June 1, 1995

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

                             $20,000,000

                     ILLINOIS CENTRAL RAILROAD COMPANY

                        MEDIUM-TERM NOTES, SERIES A

               Due from 9 Months or More from Date of Issue

          Principal Amount:        $20,000,000

(Total Principal Amount Issued to Date: $50,000,000)

     Original Issue Date:          June 8, 1995

     Maturity Date:           June 8, 1998
        
     Interest Rate:           6.27%
    
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.         $70,000.00



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