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): JANUARY 15, 2003

                             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 5.   OTHER EVENTS.

     On  January  15,  2003,  Illinois  Power  Company,  an Illinois corporation
("Illinois  Power"),  issued  $150  million in aggregate principal amount of its
11 1/2%  Mortgage Bonds  due  2010  (the "Delayed Delivery Bonds").  The Delayed
Delivery Bonds were issued in connection with the completion of Illinois Power's
previously  announced  private  offering  of $550 million in aggregate principal
amount of its 11 1/2% Mortgage Bonds due 2010, $400 million of which were issued
at  the  initial  closing  on  December  20,  2002.  The issuance of the Delayed
Delivery  Bonds was delayed pending Illinois Commerce Commission approval, which
approval  was received on January 8, 2003.  Illinois Power has used $200 million
of the proceeds received from the initial closing to repay a portion of its $300
million  term  loan that matures in May 2003.  Illinois Power expects to use the
remaining  proceeds  from  the offering to refund or refinance other outstanding
indebtedness.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

a)   Financial Statements of Business Acquired - Not Applicable.

b)   Pro Forma Financial Information - Not Applicable.

c)   Exhibits  -  None.




                                    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/ Kathryn L. Patton
                            ------------------------------------------
                            Kathryn L. Patton
                            Senior Vice President, General Counsel and
                            Secretary




Dated:  January 15, 2003