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)
                                November 21, 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 6.










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

Attached is a copy of a  communication  provided  to the media on  November  21,
1997.


For release:                          Nov. 21, 1997

For more information:                       Shirley J. Swarthout (217) 424-6400


                         ILLINOIS POWER RELEASES RESULTS
               OF INDEPENDENT ASSESSMENT OF CLINTON POWER STATION

CEO "Absolutely Committed" To Excellence At Nuclear Power Plant

     DECATUR, Ill. -- Illinois Power today released findings from an independent
team of nuclear  industry  professionals  that identified  underlying  causes of
Clinton  Power  Station's  recent  decline  in  performance.  The  company  also
reiterated  its  commitment to operating  Clinton at a level of  excellence  and
outlined the steps it is taking to do so.
     "We knew from the beginning that a thorough and critical  review of Clinton
would be a  painful  process,  but it was the  right  thing  for us to do," said
Illinois Power Chief Executive  Officer Larry D. Haab at a press conference here
today. "I am absolutely committed to excellence at Clinton and I have pledged to
make it my highest priority."
     The Integrated Safety Assessment (ISA) Team specifically examined strengths
and weaknesses in Clinton's management, operations, engineering, maintenance and
plant  support.  The team was asked to evaluate  Clinton as it compares to those
nuclear plants considered the best in the industry, not just to minimum industry
standards.  Illinois Power initiated the independent assessment of the plant and
its  performance  in June.  The  company  chose  Edward D.  Fuller,  recent past
president of the American Nuclear Society and 37-year veteran of
 - more -


ILLINOIS POWER
Nov. 21, 1997
Page 2

the nuclear power industry,  to lead the assessment of the 950-megawatt  nuclear
generating facility. Fuller assembled the team of more than 30 industry experts,
none of whom had any significant prior involvement with the Clinton plant.

                               Findings Of The ISA
     The ISA report  concluded that the underlying  reasons for the  performance
problems at Clinton were ineffective  leadership  throughout the organization in
providing  standards of excellence;  complacency  throughout  the  organization;
barrier weaknesses; and weaknesses in teamwork.
     Summarizing  the  group's  findings,  Fuller  said,  "In spite of a willing
workforce and a solid  operational  record  through 1995,  Clinton was unable to
keep pace with rising standards of excellence in the nuclear industry. There was
complacency and only limited critical self-assessment,  which led to a tolerance
of sub-standard performance in many elements of Clinton's organization."
Although the primary focus of the ISA was on opportunities for improvement,  the
report cites areas of strengths at Clinton, including its willing and loyal work
force.  The report also commends  Illinois Power for responding  well to the ISA
findings and "quickly acknowledging the issues and undertaking to address them."
                                        
                        Developing A Plan For Excellence
     The  company  outlined  the  steps  it is  taking  in  response  to the ISA
findings.  Haab stated that, on the whole,  the report  accurately  captures the
problems and challenges facing Clinton.
- - more -



ILLINOIS POWER
Nov. 21, 1997
Page 3

     "Clearly,  our  initial  response  to  the  problems  at  Clinton  was  not
adequate," said Haab. "Rather than stepping back and looking at the problem from
a long-term  perspective,  we looked at it from a very narrow perspective.  As a
result,  we took a series of  ineffectual  half-steps.  We focused on  equipment
issues, when human issues were the underlying problem."
     Based  on  observations  during  the  ISA and the  company's  own  internal
discussions,  Haab said,  Illinois  Power  realized that it needed to develop an
integrated plan that focuses first on improving human performance.
     "I have  tremendous  faith and  confidence  in the  employees  at Clinton,"
continued Haab.  "They have the ability to operate Clinton at the highest level,
and I know that,  working  together,  we can address the leadership and cultural
hurdles that have prevented us from achieving excellence.
     "We are  currently  developing a  comprehensive  'Plan For  Excellence'  to
address the issues raised in the ISA report,"  continued  Haab.  "This plan will
serve as a road map for us as we raise standards at Clinton."
     Haab expects the plan to be completed in the first quarter of 1998.
                                                      - end -



                                                    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:    November 21, 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)

                                                     By/s/Larry F. Altenbaumer
                                                     ---------------------------
                                                     Larry F. Altenbaumer
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                     on behalf of
                                                     Illinois Power Company


Date:    November 21, 1997