CENTRAL ILLINOIS LIGHT CO
SC 13G, 1995-05-19
ELECTRIC & OTHER SERVICES COMBINED
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. )*


                           Central Illinois Light Co.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                            5.85% Class A Preferred
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   153645880
                      -----------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement /x/.  (A fee
is not required only if the filing person:(1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                                Page 1 of 8 page
<PAGE>   2
CUSIP No. 1536458880                 13G                       Page 1 of 4 Pages


- --------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     CCMI - 13-3539843
                                                               CTC  - 52-1576922
         Chancellor Capital Management, Inc. ("CCMI") and Chancellor Trust
         Company, as Investment Advisers for various fiduciary accounts
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) /XX/
                                                                        (b) /  /
- --------------------------------------------------------------------------------
3        SEC USE ONLY


- --------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION
                        CCMI - Del.
                        CTC  - NY
- --------------------------------------------------------------------------------
                       5       SOLE VOTING POWER

                                        15,000 shares
                       ---------------------------------------------------------
                       6       SHARED VOTING POWER
   NUMBER OF
    SHARES                         - 0 -
  BENEFICIALLY         ---------------------------------------------------------
  OWNED BY EACH        7       SOLE DISPOSITIVE POWER
   REPORTING           
   PERSON WITH                    15,000 shares
                       ---------------------------------------------------------
                       8       SHARED DISPOSITIVE POWER

                                   - 0 -
- --------------------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                  15,000 shares
- --------------------------------------------------------------------------------
10       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                 6.8%
- --------------------------------------------------------------------------------
12       TYPE OF REPORTING PERSON*

                                  CO, BK, IA
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!





                               Page 2 of 8 pages

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CUSIP:  153645880                                                    Page 2 of 4




                                  SCHEDULE 13G


Item 1.  Security and Issuer

         (a)      Central Illinois Light Co. (the "Company")

         (b)      Address:         300 Liberty St.
                                   Peoria, IL 61602


Item 2.  Identity and Background

         (a)       This Schedule 13G is being filed by (i) Chancellor Capital
Management, Inc., a Delaware corporation, whose principal business is the
provision of institutional investment management services and (ii) Chancellor
Trust Company, a New York State chartered trust company whose principal business
is the provision of institutional investment management services.

          (b)      The address of the principal place of business of Chancellor
Capital Management, Inc. and Chancellor Trust Company is: 1166 Avenue of the
Americas, New York, New York 10036.

          (c)      Chancellor Capital Management, Inc. is a Delaware
corporation.  Chancellor Trust Company is a New York State chartered trust
company.

          (d)      5.85% class A preferred

          (e)      CUSIP Number:  153645880


Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:

(b)       X      Chancellor Trust Company is a Bank as defined in section
         ---     3(a)(6) of the Act.

(e)       X      Chancellor Capital Management, Inc. is an Investment Adviser
         ---     registered under section 203 of the Investment Advisers Act of
                 1940.





<PAGE>   4


CUSIP:  153645880                                                    Page 3 of 4



Item 4.  Ownership

          (a)      For the year ended December 31, 1994, the aggregate number of
shares of the Company's common stock beneficially owned by Chancellor Capital
Management, Inc. and Chancellor Trust Company, as investment advisers for
various fiduciary accounts, is 15,000 shares.

          (b)      Percent of Class:  6.8% based upon 220,000 shares
outstanding.

          (c)      Chancellor Capital Management, Inc. and Chancellor Trust
Company, as investment advisers for various fiduciary accounts, have sole power
to vote or to direct the vote, and sole power to dispose of or to direct the
disposition of, all of the shares reported in this Statement.


Item 5.   Ownership of Five Percent or Less

          Not applicable


Item 6.   Ownership of More than Five Percent on Behalf of Another Person

          Chancellor Capital Management, Inc. and Chancellor Trust Company are
investment advisers for various fiduciary accounts which are entitled to 
receipt of dividends and to proceeds of the sale of the shares reported in 
this Statement.  The ownership interest of any such account does not relate to 
more than five percent of the Common Stock.


Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Securities Being Reported by the Parent Holding Company

          Not applicable.


Item 8.   Identification and Classification of Members of a Group

          Not applicable.




                                       3
<PAGE>   5


CUSIP:  153645880                                                    Page 4 of 4



Item 9.    Notice of Dissolution of Group

           Not applicable.


Item 10.   Certification

           By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.

           After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.



- ----------------------------
Date       February 13, 1995


Signatures                  Chancellor Capital Management, Inc.
                               as Investment Adviser


                            By:/s/ Andrew L. Dworkin
                               --------------------------------
                               ANDREW L. DWORKIN
                               Vice President & Senior Counsel


                            Chancellor Trust Company
                               as Investment Adviser


                            By:/s/ Andrew L. Dworkin
                               --------------------------------
                               ANDREW L. DWORKIN
                               Vice President & Senior Counsel




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