SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                                
                               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)
                         August 22, 1996



Commission   Registrants; State of Incorporation;    IRS Employer
File Number    Address; and Telephone Company      Identification
No.

  1-11327           Illinova Corporation               37-1319890
                    (an Illinois Corporation)
                    500 S. 27th Street
                    Decatur, IL  62525
                    (217) 424-6600

   1-3004           Illinois Power Company             37-0344645
                    (an Illinois Corporation)
                    500 S. 27th Street
                    Decatur, IL  62525
                    (217) 424-6600



        Total number of sequentially numbered pages is 3.









Item 5.   Other Events
- --------------------------

On August 14, 1996, the Boards of Directors of Illinova
Corporation (Illinova) and Illinois Power Company (IP) authorized
IP to adopt a decommissioning plan for the Clinton Nuclear Power
Station, pursuant to a site-specific study of decommissioning
alternatives and costs.  The study and the plan approved by the
Boards assume that the Clinton Power Station will continue to
operate until September of 2026, when its current license
expires.

Of the three currently used decommissioning approaches, the DECON
approach was chosen.  The DECON approach allows for unrestricted
use of the site shortly after cessation of operations, in
contrast to the other approaches which contemplate either
mothballing, or entombment, and delayed dismantlement.  The DECON
approach is estimated to cost approximately $545 million in 1996
dollars, compared to the $434 million current level of minimal,
generic funding specified by the Nuclear Regulatory Commission.
As a majority co-owner of the Clinton Power Station, IP is
responsible for 86.79% of such costs.  It currently recovers such
costs from electric service customers pursuant to a tariff rider.
IP will seek from the Illinois Commerce Commission approval of an
increase in that rider, to reflect the results of the site-
specific study and adoption of the DECON decommissioning
approach.




                           SIGNATURES

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.

                              ILLINOVA CORPORATION
                              (Registrant)
                              
                              By/s/Larry F. Altenbaumer
                              ---------------------------
                              Larry F. Altenbaumer
                              Chief Financial Officer
                              Treasurer and Controller
                              on behalf of
                              Illinova Corporation


Date:     August 21, 1996




                           SIGNATURES

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.

                              ILLINOIS POWER COMPANY
                              (Registrant)
                              
                              By/s/Larry F. Altenbaumer
                              -----------------------------
                              Larry F. Altenbaumer
                              Senior Vice President,
                              Chief Financial Officer and
                              Treasurer on behalf of
                              Illinois Power Company


Date:     August 21, 1996