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)
                                                September 22, 1997



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 September  22, 1997,  Illinois  Power  Company (IP) filed a petition with the
Illinois Commerce Commission (ICC) that stipulates customers will not be charged
for certain  additional costs of energy as a result of the Clinton Power Station
(Clinton) being out of service.  IP will forego collecting from its customers an
estimated  $20  million  (net  impact $12  million,  after tax) for  higher-cost
replacement  power in  1997.  An ICC  ruling  on the  petition  is  expected  by
September 29.

Additionally,   IP  expects  1997  operating  and  maintenance  expenses  to  be
approximately  $15  million,  after tax more  than  projected  due to  Clinton's
extended  outage.  Higher  than normal  operating  and  maintenance  expenses at
Clinton  are  expected  to  continue  in 1998.  IP's  parent  company,  Illinova
Corporation,  expects  its 1997  annual  earnings  to be less than in 1996 by at
least 35 cents per  share.  The  extended  outage,  along  with  diagnostic  and
corrective measures at Clinton, are the major reasons for the expected shortfall
in earnings.

An  independent  team of about 25 nuclear  industry  professionals  is currently
performing  a  rigorous  four-week  evaluation  of the plant  that will  compare
Clinton's  performance  and its long-term  improvement  plan against the nuclear
industry's best practices.  IP will not established a target date for restarting
the plant until after it has reviewed the team's report.









                                                    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)


                                                     ---------------------------
                                                     Larry F. Altenbaumer
                                                     Chief Financial Officer,
                                                     Treasurer and Controller
                                                     on behalf of
                                                     Illinova Corporation



Date:    September 23, 1997




                                                    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)


                                                    ---------------------------
                                                    Larry F. Altenbaumer
                                                    Senior Vice President,
                                                    Chief Financial Officer and
                                                    Treasurer on behalf of
                                                    Illinois Power Company




Date:    September 23, 1997