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, 1999
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