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)
                                 April 14, 1998



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 4.








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

First Quarter 1998

Illinova Corporation reported  first-quarter earnings (basic and diluted) of $23
million,  or $0.32 per share of common stock.  This compares to earnings  (basic
and diluted) of $44  million,  or $0.58 per common share for the same period one
year ago.

The  first-quarter  1998 earnings decrease is primarily due to higher Operations
and  Maintenance  (O&M)  expense  related to the  continued  outage at  Illinois
Power's  Clinton  nuclear  station  (Clinton).  These expenses  increased by $28
million ($0.23 per share) during the first quarter while other O&M costs for the
quarter were approximately the same as last year.

Near-record mild weather also impacted earnings results for the first quarter by
an estimated $0.05 per share compared to 1997's first quarter results.

1998 Outlook

Based on the  following  outlook,  Illinova  expects 1998  earnings to be in the
$1.70 to $1.80 range.

Regulatory  reform  implementation  has begun  and  1998's  performance  will be
impacted by the 15 percent  residential  rate reduction which becomes  effective
August 1.

Although no specific restart date has been  established,  Clinton is expected to
return to  operation  by  year-end  1998.  The  Company  continues  to  purchase
replacement  power to meet  customer and  contractual  needs during this period.
Although  the Company has  experienced  significant  variability  in these costs
during the past  several  months,  the Company  expects  electric  margins to be
reasonably consistent with 1997 levels.

Illinova  currently expects total Company O&M to be approximately  $440 million.
In addition to about $20 million in increased Clinton costs, Year 2000 costs and
regulatory  reform  implementation  costs are  expected to account for about $15
million of the increase over 1997's O&M of $402 million.

For the year,  Illinova's  unregulated  subsidiaries  are  expected  to  reflect
improved performance.


Illinova views 1998 as a repositioning year for the future - one that
includes intensive efforts to enhance long-term shareholder value. Although
1999 will reflect a full year of the 15 percent residential rate reduction,
financial benefits of Clinton's expected return to service along with
continued growth in earnings contributions from the unregulated businesses
can provide the basis for about a 20 percent growth in earnings in 1999 and
provide a solid foundation for future earnings growth.


- --------------------------------------------------------------------------------

Illinova's  management is taking advantage of safe harbor disclosure  provisions
by  issuing  this  report  which  contains  estimates,   projections  and  other
forward-looking statements that involve risks and uncertainties.  Actual results
or outcomes could differ  materially from those provided in the  forward-looking
statements  as a result of such  important  factors as: the outcome of state and
federal regulatory  proceedings  affecting the restructuring of the electric and
gas  utility  industries;  the impacts of new laws and  regulations  relating to
restructuring,  environmental,  and  other  matters  have  on  Illinova  and its
subsidiaries;  the effects of increased  competition on the utility  businesses;
risks of owning and operating a nuclear facility;  changes in prices and cost of
fuel;  factors  affecting  non-utility  investments,  such as the  risk of doing
business in foreign  countries;  construction and operation risks; and increases
in financing  costs. All  forward-looking  statements are based upon information
presently   available,   and  Illinova  assumes  no  obligation  to  update  any
forward-looking statements.









                                   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:    April 14, 1998



                                   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:    April 14, 1998