PRICING SUPPLEMENT NO. 3
Dated: June 5, 1997
(To Prospectus Supplement Dated March 18, 1997 and
To Prospectus Dated March 18, 1997)
$80,000,000
Central Illinois Public Service Company
First Mortgage Bonds, Medium-Term Note Series 1997-2
Price: 100%
Original Issue Date: June 10, 1997
Maturity Date Principal Amount Interest Rate Agents' Commission
June 1, 2001 $20,000,000 6.73% .35%
June 1, 2006 $20,000,000 7.05% .60%
June 1, 2017 $40,000,000 7.61% .70%
Interest Payment Dates: June 1 and December 1,
commencing December 1, 1997
Agents' Commission: $470,000
Net Proceeds to Company: $79,530,000
Redemption: Of the Notes offered hereby (the "Offered Notes"),
those due June 1, 2001 and June 1, 2006 are not subject to redemption
prior to their Maturity Date. Offered Notes due June 1, 2017 are
subject to redemption on or after June 1, 2007, in whole or in part at
any time, at the redemption price (expressed as a percentage of
principal amount) set forth under "Redemption Price" below, in effect
at the date fixed for redemption, plus accrued interest to the date of
redemption:
If redeemed If redeemed
during the during the
12 months 12 months
beginning Redemption beginning Redemption
June 1 Price June 1 Price
2007 103.81% 2010 101.52%
2008 103.04% 2011 100.76%
2009 102.28% 2012(and thereafter) 100.00%
Application of Proceeds: The net proceeds from the sale of the
Offered Notes, together with general corporate funds of the Company,
will be used for general corporate purposes, including to retire
commercial paper issued to fund ongoing construction expenditures, to
replace funds used to pay at maturity the Company's $15,000,000 First
Mortgage Bonds, Series L, 5-7/8%, due May 1, 1997 and to pay at
maturity its $43,000,000 First Mortgage Bonds, Series X, 6-1/8%, due
July 1, 1997.
Plan of Distribution: Subject to the terms and conditions contained
in the Distribution Agreement, dated June 1, 1995, as amended, Smith
Barney Inc. and First Chicago Capital Markets, Inc., as agents,
have agreed to use their reasonable best efforts to solicit purchases
of $53,000,000 of the Offered Notes, and Morgan Stanley & Co.
Incorporated, as principal, has agreed to purchase $27,000,000 of the
Offered Notes. See "Plan of Distribution of Notes" in the Prospectus
Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PRICING SUPPLEMENT, THE ACCOMPANYING PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc.
First Chicago Capital Markets, Inc.
Morgan Stanley & Co. Incorporated
