Filed Under Rule 424(b)(2)
Registration No. 333-3825
Pricing Supplement No. 3 Dated August 9, 1996
To Prospectus Dated July 23, 1996
Prospectus Supplement Dated July 29, 1996
$50,000,000
ILLINOIS CENTRAL RAILROAD COMPANY
MEDIUM-TERM NOTES, SERIES B
[ x ] Fixed Rate Note
[ ] Floating Rate Note
Due from 9 Months or More from Date of Issue
Principal Amount: $50,000,000
(Total Principal Amount Issued to Date: $130,000,000)
Issue Price: 100%
Original Issue Date: August 14, 1996
Maturity Date: August 14, 2001
Interest Rate: 6.72%
Redemption:
Check box opposite applicable paragraph.
[ x ] The Notes cannot be redeemed prior to maturity.
[ ] The Notes may be redeemed prior to maturity.
Repayment at the Option of the Holder:
Check box opposite applicable paragraph
[ x ] The Notes cannot be repaid prior to maturity
[ ] The Notes may be repaid prior to maturity
Commission to be paid to Agents. $250,000.00
[ x ] Book - Entry Note
[ ] Certificated Note
Additional Agents include: BA Securities,
Chase Securities,
Lehman Brothers,
Smith Barney and
Merrill Lynch
