SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                 October 3, 2003



                                  CILCORP INC.
             (Exact name of registrant as specified in its charter)


         Illinois                       2-95569                 37-1169387
(State or other jurisdiction          (Commission            (I.R.S. Employer
     of incorporation)                File Number)           Identification No.)


                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (309) 677-5230



                         CENTRAL ILLINOIS LIGHT COMPANY
             (Exact name of registrant as specified in its charter)


         Illinois                       1-2732                  37-0211050
 (State or other jurisdiction         (Commission            (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)


                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (309) 677-5230





ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

     Reference is made to Item 1. Business under Part I in the Registrants' Form
10-K for the year  ended  December  31,  2002  for a  discussion  of the plan of
Registrant  Central  Illinois Light Company,  which operates as AmerenCILCO,  to
transfer  substantially  all of its electric  generation  assets to its non-rate
regulated  subsidiary,  Central Illinois  Generation,  Inc., whose name has been
changed to AmerenEnergy Resources Generating Company (AERG).

     On  October  3,  2003,  AmerenCILCO  transferred  its Duck  Creek and E. D.
Edwards  coal-fired plants and its Sterling Avenue combustion turbine facilities
representing  approximately 1,100 megawatts of generating capacity,  all located
in  Illinois,  to AERG as a  contribution  in respect of all of the  outstanding
stock of AERG and AERG's assumption of certain  liabilities.  The net book value
of the transferred  assets was  approximately  $380 million as of June 30, 2003.
Approximately 23% of AmerenCILCO's  employees were transferred to AERG as a part
of the transaction.

     Also on  October  3, 2003,  AERG  entered  into an  electric  power  supply
agreement with AmerenCILCO to supply it sufficient power to meet its native load
requirements.  This agreement  expires  December 31, 2004.  AERG and AmerenCILCO
plan to pursue an  extension  of the electric  power  supply  agreement  through
December 31, 2006. The Illinois Commerce Commission authorized this extension in
its order approving Ameren Corporation's acquisition of the Registrants.



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      CILCORP INC.
                                       (Registrant)


                                      By /s/ Martin J. Lyons
                                         ----------------------------------
                                         Martin J. Lyons
                                         Vice President and Controller
                                         (Principal Accounting Officer)


                                      CENTRAL ILLINOIS LIGHT COMPANY
                                                 (Registrant)


                                      By /s/ Martin J. Lyons
                                         ----------------------------------
                                         Martin J. Lyons
                                         Vice President and Controller
                                         (Principal Accounting Officer)


Date:  October 3, 2003



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