PRICING SUPPLEMENT NO. 3
Dated:  June 5, 1997
(To Prospectus Supplement Dated March 18, 1997 and
To Prospectus Dated March 18, 1997)

                              $80,000,000
                Central Illinois Public Service Company
         First Mortgage Bonds, Medium-Term Note Series 1997-2
                                   
                              Price: 100%
                  Original Issue Date:  June 10, 1997

Maturity Date    Principal Amount  Interest Rate   Agents' Commission
June 1, 2001       $20,000,000        6.73%              .35%
June 1, 2006       $20,000,000        7.05%              .60%
June 1, 2017       $40,000,000        7.61%              .70%

Interest Payment Dates:  June 1 and December 1,
                         commencing December 1, 1997
Agents' Commission:      $470,000
Net Proceeds to Company: $79,530,000

      Redemption:   Of the Notes offered hereby (the "Offered  Notes"),
those  due  June 1, 2001 and June 1, 2006 are not subject to redemption
prior  to  their  Maturity Date.  Offered Notes due June  1,  2017  are
subject to redemption on or after June 1, 2007, in whole or in part  at
any  time,  at  the  redemption price (expressed  as  a  percentage  of
principal  amount) set forth under "Redemption Price" below, in  effect
at  the date fixed for redemption, plus accrued interest to the date of
redemption:
     If redeemed                   If redeemed
      during the                   during the
      12 months                     12 months
      beginning       Redemption    beginning            Redemption
      June    1         Price       June     1              Price
        2007           103.81%        2010                 101.52%
        2008           103.04%        2011                 100.76%
        2009           102.28%        2012(and thereafter) 100.00%

    Application  of Proceeds:  The net proceeds from the  sale  of  the
Offered  Notes, together with general corporate funds of  the  Company,
will  be  used  for  general corporate purposes,  including  to  retire
commercial  paper issued to fund ongoing construction expenditures,  to
replace  funds used to pay at maturity the Company's $15,000,000  First
Mortgage  Bonds,  Series L, 5-7/8%, due May  1,  1997  and  to  pay  at
maturity  its $43,000,000 First Mortgage Bonds, Series X,  6-1/8%,  due
July 1, 1997.

   Plan of Distribution:  Subject to the terms and conditions contained
in  the Distribution Agreement, dated June 1, 1995, as amended, Smith
Barney Inc. and First Chicago Capital Markets, Inc., as  agents,
have  agreed to use their reasonable best efforts to solicit  purchases
of   $53,000,000 of the  Offered  Notes, and  Morgan  Stanley   &   Co.
Incorporated, as principal, has agreed to purchase $27,000,000  of  the
Offered  Notes.  See "Plan of Distribution of Notes" in the  Prospectus
Supplement.

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.
                                   
Smith Barney Inc.
             First Chicago Capital Markets, Inc.
                                      Morgan Stanley & Co. Incorporated