8-K

                       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): MARCH 15, 2002


                             ILLINOIS POWER COMPANY
             (Exact Name of Registrant as Specified in its Charter)


          Illinois                      1-3004                  37-0344645
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                     Identification No.)

                              500 South 27th Street
                             Decatur, Illinois 62521
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (217) 424-6600

                                 Not Applicable
          (Former name or former address, if changed since last report)




ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

As previously disclosed in the Form 10-K of Illinois Power Company ("Illinois
Power") for the fiscal year ended December 31, 2001 (the "Form 10-K"), the Audit
Committee of the Board of Directors of Dynegy Inc. ("Dynegy"), the ultimate
parent company of Illinois Power, annually considers and recommends to the Board
the selection of independent public accountants for Dynegy and its subsidiaries,
including Illinois Power. As recommended by Dynegy's Audit Committee, Dynegy's
Board of Directors on March 15, 2002 decided to no longer engage Arthur Andersen
LLP ("Andersen") as independent public accountants of Dynegy and its
subsidiaries and engaged PricewaterhouseCoopers LLP to serve as independent
public accountants of Dynegy and its subsidiaries for 2002. The appointment of
PricewaterhouseCoopers LLP is subject to ratification by Dynegy's shareholders
at the 2002 annual meeting scheduled for May 17, 2002.

Andersen's reports on Illinois Power's consolidated financial statements for the
past two years did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles.

During Illinois Power's two most recent fiscal years and through March 22, 2002,
the filing date of the Form 10-K and the formal date of Andersen's dismissal,
there were no disagreements with Andersen on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure
which, if not resolved to Andersen's satisfaction, would have caused them to
make reference to the subject matter in connection with their report on Illinois
Power's consolidated financial statements for such years; and there were no
reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

Illinois Power provided Andersen with a copy of the foregoing disclosures, which
reflect amendments to the disclosures previously provided in the Form 10-K.
Attached as Exhibit 16 is a copy of Andersen's letter, dated April 4, 2002,
stating its agreement with such statements.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

c) Exhibits. The following exhibits are filed with this document.


            Exhibit
            Number                Description
            -------               -----------
              16                  Letter from Arthur Andersen LLP to the
                                  Securities and Exchange Commission
                                  dated April 4, 2002




                                    SIGNATURE

      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



                             BY:  /s/ PEGGY E. CARTER
                                 ---------------------------
                                 PEGGY E. CARTER
                                 VICE PRESIDENT AND CONTROLLER



Dated: April 4, 2002



                                  EXHIBIT INDEX


          Exhibit
          Number                Description
          -------               -----------

            16                 Letter from Arthur Andersen LLP to the
                               Securities and Exchange Commission
                               dated April 4, 2002

EX-16

                                                                      EXHIBIT 16

                          [ARTHUR ANDERSEN LETTERHEAD]


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

April 4, 2002

Dear Sir/Madam:

We have read the four (4) paragraphs contained in Item 4 included in the Form
8-K to be filed on or about April 4, 2002 of Illinois Power Company with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.



                                Very truly yours,



                               /s/ ARTHUR ANDERSEN LLP
                               ------------------------
                                   ARTHUR ANDERSEN LLP


cc: Ms. Peggy E. Carter
    Vice President and Controller
    Illinois Power Company