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

                                  FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                   Commission File Number   1-3004

                          Illinois Power Company
          (Exact name of registrant as specified in its charter)


    500 South 27th Street, Decatur, Illinois 62525-1805; (217) 424-6600
 (Address, including zip code, and telephone number, including area code,
               of registrant's principal executive offices)


                      Common Stock, without par value
         (Title of each class of securities covered by this Form)


           Preferred Stock - *see below for series designations
    (Titles of all other classes of securities for which a duty to file
               reports under section 13(a) or 15(d) remains)


     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)  X         Rule 12h-3(b)(1)(i)  
     Rule 12g-4(a)(1)(ii)           Rule 12h-3(b)(1)(ii)      
     Rule 12g-4(a)(2)(i)            Rule 12h-3(b)(2)(i)  
     Rule 12g-4(a)(2)(ii)           Rule 12h-3(b)(2)(ii)      
                                    Rule 15d-6            X   

     Approximate number of holders of record as of the certification or
notice date:  1

     Pursuant to the requirements of the Securities Exchange Act of 1934
Illinois Power Company has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

Date:  June 3, 1994           By:  /S/LEAH MANNING STETZNER

Instruction:   This form is required by Rules 12g-4, 12h-3 and 15d-6 of
the General Rules and Regulations under the Securities Exchange Act of
1934.  The registrant shall file with the Commission three copies of Form
15, one of which shall be manually signed.  It may be signed by an officer
of the registrant, by counsel or by any other duly authorized person.  The
name and title of the person signing the form shall be typed or printed
under the signature.

          *Series 4.08%; Series 4.26%; Series 4.70%; Series 4.42%;
          Series 4.20%; Series 8.24%; Series 7.56%; Series 8.00%;
          $50 par value, Series 8.00%; no par value, Series A and
          Series B