EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 28, 2000 relating to the
consolidated financial statements for the year ended December 31, 1999, which
appears in Illinois Power Company's Annual Report on Form 10-K for the year
ended December 31, 2001. We also consent to the references to us under the
heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
St. Louis, Missouri
March 22, 2002