Filed Pursuant to Rule 424(b)(2)
                                                               Reg. No. 33-56311

AMENDED AND RESTATED PRICING SUPPLEMENT NO. 2
Dated:  December 5, 1995
(To Prospectus Supplement Dated December 1, 1994 and
To Prospectus Dated November 30, 1994)

                         Central Illinois Light Company
                First Mortgage Bonds, Medium-Term Note A Series
                                 --------------

Principal Amount:  $16,000,000
Interest Payment Dates:  June 12 and December 12
Issue Date:  December 11, 1995
Issue Price:  100%
Agent's Commission: .625%
Maturity Date:  December 12, 2005
Net Proceeds to Company:  $15,900,000
Interest Rate:  6.13% per annum

Redemption:  The Offered Bonds are not redeemable prior to maturity.

Application  of Proceeds:  The net proceeds  from the sale of the Offered  Bonds
will be used to pay  $16,000,000  aggregate  principal  amount of the  Company's
First  Mortgage  Bonds, 5 1/8% Series due 1996 which mature on February 1, 1996.
Pending their  application  as described,  the net proceeds from the sale of the
Offered Bonds will either be held by the First Mortgage Bond Trustee or invested
in temporary investments.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRICING  SUPPLEMENT,  THE  ACCOMPANYING  PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.