Filed Under Rule 424(b)(2)
                         Registration No. 333-3825

Pricing Supplement No. 2 Dated July 30, 1996

To Prospectus Dated July 23, 1996
   Prospectus Supplement Dated July 29, 1996

                               $30,000,000

                     ILLINOIS CENTRAL RAILROAD COMPANY

                        MEDIUM-TERM NOTES, SERIES B

               Due from 9 Months or More from Date of Issue

                Principal Amount:        $30,000,000

      (Total Principal Amount Issued to Date: $80,000,000)

            Original Issue Date:          August 2, 1996

            Maturity Date:                August 2, 2001

            Interest Rate:                        6.85%

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 Agents.         $105,000.00

Additional Agents include: Smith Barney and
                           Merrill Lynch 



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