SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                          FORM 11-K
                              
         ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
         For the fiscal year ended December 31, 1995
                              
                Commission file number 1-3004
                              
                              
                              
                              
                   Illinois Power Company
                   Incentive Savings Plan
                for Employees Covered Under a
               Collective Bargaining Agreement
                  (Full title of the plan)
                              
                              
                              
                              
                              
                              
                              
                              
                    Illinova Corporation
                    500 South 27th Street
                   Decatur, Illinois 62525
                              
           (Name of issuer of the securities held
            pursuant to the plan and the address
             of its principal executive office.)
                              










                              
                              
                              
                              
                              
                              
                   ILLINOIS POWER COMPANY
                   INCENTIVE SAVINGS PLAN
                FOR EMPLOYEES COVERED UNDER A
               COLLECTIVE BARGAINING AGREEMENT
                              
                              
                    FINANCIAL STATEMENTS
                 AND ADDITIONAL INFORMATION
                              
                              
                              
                              
                      DECEMBER 31, 1995

                   ILLINOIS POWER COMPANY
                   INCENTIVE SAVINGS PLAN
                FOR EMPLOYEES COVERED UNDER A
               COLLECTIVE BARGAINING AGREEMENT
                              
                              
  Index to Financial Statements and Additional Information
                              
Financial Statements:                               Page

     Report of Independent Accountants                 1

     Statement of Net Assets Available for
     Benefits with fund information as of
     December 31, 1995 and 1994                     2-14

     Statement of Changes in Net Assets Available
     for Benefits with fund information for the
     years ended December 31, 1995 and 1994        15-27

     Notes to Financial Statements                 28-36


Additional Information:

     Schedule  I - Schedule of Assets Held for Investment        Purposes

     Schedule II - Schedule of Reportable Transactions






           NOTE: Schedules not included with this supplementary 
                 information have been omitted because they are 
                 not applicable.


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St. Louis, MO  63101
                              
                              
Price Waterhouse LLP




              REPORT OF INDEPENDENT ACCOUNTANTS



June 14, 1996


To the Participants and Administrator
of the Illinois Power Company
Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement


In our opinion, the accompanying statements of net assets
available for benefits with fund information and the related
statements of changes in net assets available for benefits
with fund information present fairly, in all material
respects, the net assets available for benefits of the
Illinois Power Company Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement at December
31, 1995 and 1994 and the changes in its net assets
available for benefits for the years then ended, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance
with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting
principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a
reasonable basis for the opinion expressed above.

Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA.  The Fund
Information in the statement of net assets available for
benefits and the statement of changes in net assets
available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available
for benefits of each fund.  Schedules I and II and the Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a
whole.



by /s/ Price Waterhouse LLP