SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                              
                              
                              
                          FORM 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)
                        May 27, 1994
                              
                              
                   ILLINOIS POWER COMPANY
   (Exact name of registrant as specified in its charter)
                              
                              
   State of Illinois         1-3004            37-0344645
 (State or jurisdiction   (Commission       (I.R.S. Employer
   of incorporation)      File Number)    Identification No.)



    500 South 27th Street, Decatur, Illinois      62525-1805
    (Address of principal executive offices)      (Zip Code)




     Registrant's telephone number, including area code
                        217-424-6600
                              
      Total number of sequentially numbered pages is 2.
Item 5.   Other Events

      On  May  27,  1994, the Registrant filed  Articles  of
Merger with the Illinois Secretary of State consummating the
merger  agreement approved by the shareholders at a  special
meeting held February 9, 1994, and subsequently approved  by
the  Federal  Energy Regulatory Commission and  the  Nuclear
Regulatory  Commission.  Approval of the  Illinois  Commerce
Commission  (ICC)  was not required; however,  the  ICC  has
approved  an  agreement whereby the Registrant  may  provide
facilities   and  services  to  its  new  parent,   Illinova
Corporation, and other affiliates.  Pursuant to a Securities
and  Exchange Commission Order dated May 18, 1994,  Illinova
Corporation  is  exempt  from  registration  under   Section
3(a)(1)  of the Public Utility Holding Company Act and  from
all  of  its provisions except Section 9(a)(2).  Trading  in
Illinova Common Stock will commence on May 31, 1994, on  the
New  York  Stock Exchange with the ticker symbol  "ILN"  and
will also trade on the Chicago Stock Exchange.






                         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 hereunto  duly

authorized.



                                  ILLINOIS POWER COMPANY
                                       (Registrant)

      May 27, 1994               By
         (Date)                      Alec G. Dreyer
                                     Controller