UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                      8-K/A



                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the


                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                February 1, 2000



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


   1-3004        Illinois Power Company                       37-0344645
                 (an Illinois Corporation)
                 500 S. 27th Street
                 Decatur, IL  625251
                 (217) 424-6600


                Total number of sequentially numbered pages is 6.






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Item 4.  Changes in Registrant's Independent Accountant

(a)  Previous Independent Accountants

On February 1, 2000,  Illinois  Power Company  (Illinois  Power)dismissed  their
prior independent accountants,  PricewaterhouseCoopers LLP (PwC) upon completion
of PwC's audit of the financial  statements of Illinois  Power as of and for the
year ended December 31, 1999.  Illinois Power filed its financial  statements as
of and for the years ended  December 31, 1999 and 1998 with the SEC on March 30,
2000. PwC's reports on the financial  statements of Illinois Power as of and for
the years ended  December  31,  1999 and 1998  contained  no adverse  opinion or
disclaimer  of opinion,  and were not  qualified or modified as to  uncertainty,
audit scope or accounting principle. However, such reports contained explanatory
paragraphs  discussing  (a) the  merger  of  Illinois  Power's  parent  company,
Illinova  Corporation,  with  Dynegy,  Inc.  on  February  1,  2000 (b) the 1998
impairment of long-lived assets due to a commitment to exit nuclear  operations,
(c) a  quasi-reorganization  effected in December 1998, (d) the 1998 adoption of
the  provisions  of  Statement  of  Financial   Accounting  Standards  No.  133,
"Accounting  for  Derivatives  and Hedging  Activities" and Emerging Issues Task
Force  Statement  98-10,  "Accounting  for Energy  Trading  and Risk  Management
Activities" and (e)the  discontinuance during 1997 in applying the provisions of
Statement of Financial  Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation"  for the  generation  segment of the business of
Illinois Power. The decision to change  accountants was approved by the Board of
Directors of Illinois Power.


In connection  with its audits of the financial  statements of Illinois Power as
of and for the years ended  December  31,  1999 and 1998 and  through  March 30,
2000, there were no  disagreements  between PwC and Illinois Power on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  or  procedure,  which  disagreements,  if not  resolved  to the
satisfaction  of PwC would have  caused  them to make  reference  to the subject
matter of the  disagreements  in connection  with their reports on the financial
statements of Illinois Power as of and for the years ended December 31, 1999 and
1998.


None of the "reportable events" described in Item 304(a)(1)(v) of Regulation S-K
occurred with respect to Illinois Power within the years ended December 31, 1999
and 1998 and through  March 30,  2000.  Illinois  Power has  requested  that PwC
furnish them with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated March 24, 2000, is filed
as Exhibit 16.1 to this Form 8-K/A



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(b)      New Independent Accountants

On February 1, 2000,  Illinois  Power engaged  Arthur  Andersen LLP as their new
independent  accountants.  During the years ended December 31, 1999 and 1998 and
through  March 30,  2000,  Illinois  Power did not consult  Arthur  Andersen LLP
regarding (i) either:  the  application of accounting  principles to a specified
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on the financial  statements of Illinois  Power,  and either a
written  report or oral  advice was  provided  to  Illinois  Power  that  Arthur
Andersen  concluded  was an important  factor  considered  by Illinois  Power in
reaching a decision as to the accounting,  auditing or financial  issue; or (ii)
any  matter  that was  either the  subject  of a  disagreement,  as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related  instructions to
Item 304 of Regulation S-K, or a reportable  event, as that term is defined Item
304(a)(1)(v) of Regulation S-K.


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

(c)       Exhibits

16.1  Letter  of  PricewaterhouseCoopers  LLP to  the  Securities  and  Exchange
Commission  included  herein  pursuant  to the  requirements  of Item  304(a) of
Regulation S-K.




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                            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
                                            President
                                            on behalf of Illinois Power Company



Date: April 6, 2000





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Exhibit Index

The following  Exhibits are hereby filed as part of this Current  Report on Form
8-K/A:

Exhibit
Number            Description

16.1 Letter  of  PricewaterhouseCoopers  LLP  to  the  Securities  and  Exchange
     Commission  included herein pursuant to the  requirements of Item 304(a) of
     Regulation S-K.






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March 30, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Commissioners:

We have read the statements  made by Illinois Power Company in the attached Form
8-K/A, which we understand will be filed with the Commission, pursuant to Item 4
of Form  8-K/A,  as part of the Form 8-K  report  of  Illinova  Corporation  and
Illinois  Power  Company dated  February 1, 2000.  We agree with the  statements
concerning our firm in Item 4(a) of such Form 8-K/A.

Regards,



PricewaterhouseCoopers  LLP


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