ILLINOIS POWER SECURITIZATION LIMITED LIABILITY CO
15-15D, 1999-05-17
ASSET-BACKED SECURITIES
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

Certification  and Notice of Termination of Registration  under Section 12(g) of
the Securities  Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Commission File Number:     Registrant, State of Incorporation,
                            Address of Principal Executive Offices
                            and Telephone Number

    333-63537               Illinois Power Securitization
                               Limited Liability Company
                            (a Delaware Limited Liability Company)
                            c/o Illinois Power Company
                            500 S. 27th Street
                            Decatur, IL  62521-2200
                            (217) 450-2435

                            Illinois Power Special Purpose Trust
                            (Issuer of Securities)
                            c/o Illinois Power Company
                            500 S. 27th Street
                            Decatur, IL  62521-2200
                            (217) 450-2435

Title of each class of securities covered by this Form:
     Illinois Power Special Purpose Trust Transitional Funding
     Trust Notes, Series 1998-1:
          Class A-1, 5.39%, due 2000
          Class A-2, 5.26%, due 2001
          Class A-3, 5.31%, due 2002 
          Class A-4, 5.34%, due 2003
          Class A-5, 5.38%, due 2005
          Class A-6, 5.54%, due 2007 
          Class A-7, 5.65%, due 2008

Titles of all other classes of securities for which a duty to file reports under
section 13(a) or 15(d)
remains:     None

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

      Rule 12g-4(a)(1)(i)  [ ]      Rule 12h-3(b)(1)(ii)  [ ] 
      Rule 12g-4(a)(1)(ii) [ ]      Rule 12h-3(b)(2)(i)   [ ] 
      Rule 12g-4(a)(2)(i)  [ ]      Rule 12h-3(b)(2)(ii)  [ ]
      Rule 12g-4(a)(2)(ii) [ ]      Rule 15d-6            [ ]
      Rule 12h-3(b)(1)(i)  [X]

Approximate number of holders of record as of the certification or
notice date:   162

<PAGE>

         Pursuant to the  requirements  of the  Securities  Exchange Act of 1934
Illinois  Power  Securitization   Limited  Liability  Company  has  caused  this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person.


                                         Illinois Power Securitization
                                         Limited Liability Company




DATE: May 17, 1999                       By:/s/Eric B. Weekes
                                            ---------------------------
                                            Eric B. Weekes
                                            Manager



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