EXHIBIT 12

ILLINOIS POWER COMPANY

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO

FIXED CHARGES

(Thousands of Dollars)

	Quarter Ended March 31,
	2002			2003
Earnings Available for Fixed Charges:
Net income (loss) from continuing operations	$	34,482		$	34,454
Add:
Income Taxes:
Current		(11,974	)		2,180
Deferred—Net		19,392			5,646
Allocated income taxes		16,974			16,674
Investment tax credit—deferred		(318	)		(353	)
Interest on long-term debt		23,609			39,131
Amortization of debt expense and premium-net, and other interest charges		3,883			3,557
One-third of all rentals (Estimated to be representative of the interest component)		558			346
Earnings (loss) available for fixed charges	$	86,606		$	101,635
Fixed charges:
Interest on long-term debt	$	23,609		$	39,131
Amortization of debt expense and premium-net, and other interest charges		3,883			3,557
One-third of all rentals (Estimated to be representative of the interest component)		558			346
Total Fixed Charges	$	28,050		$	43,034
Ratio of earnings to fixed charges		3.09	x		2.36	x