ILLINOIS POWER CO
U-3A-2/A, 1994-04-29
ELECTRIC & OTHER SERVICES COMBINED
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                             10
                        FORM U-3A-2/A


Adopted             November             9,             1939
File No._____

                 SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.

          Statement by Holding Company Claiming Exemption
                 Under Rule U-2 from the Provisions
         of the Public Utility Holding Company Act of 1935

               To be filed annually prior to March 1

                       ILLINOIS POWER COMPANY
                         (Name of Company)

hereby  files  with the Securities and Exchange  Commission,
pursuant to Rule U-2, its statement claiming exemption as  a
holding  company from the provisions of the  Public  Utility
Holding  Company Act of 1935.  In support of such claim  for
exemption the following information is submitted:

1.   Name,  State of organization, location  and  nature  of
business of claimant and every subsidiary thereof.

Name of Company      State of          Location        Nature of
                   Organization                         Business
                                                    
Illinois Power       Illinois          Decatur,     Electric and Gas
Company                                Illinois     Utility

Electric Energy,     Illinois      Joppa, Illinois  Electric
Inc.                                                Generation (1)

IP Gas Supply        Illinois          Decatur,     Gas Exploration
Company                                Illinois     (2)

Illinois Power       Illinois          Decatur,     Lessor of
Fuel Company                           Illinois     Nuclear Fuel (3)

IP Group, Inc.       Illinois          Decatur,     Participation in
                                       Illinois     Independent
                                                    Power Generation
                                                    Market and Other
                                                    Unregulated
                                                    Energy-Related
                                                    Activities (4)
                                                    
Illinova             Illinois          Decatur,     None (5)
Corporation                            Illinois     
IP Merging           Illinois          Decatur,     None (6)
Corporation                            Illinois     
                                                    
IPG Dominguez,       Illinois          Decatur,     Participation in
Co.                                    Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Lap Cogen,       Illinois          Decatur,     Participation in
Inc.                                   Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Aztec, Co.       Illinois          Decatur,     Participation in
                                       Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Panorama,        Illinois          Decatur,     Participation in
Co.                                    Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Canfield,        Illinois          Decatur,     Participation in
Co.                                    Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Western,         Illinois          Decatur,     Participation in
Inc.                                   Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Eastern,         Illinois          Decatur,     Participation in
Inc.                                   Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Ferndale,        Illinois          Decatur,     Participation in
Inc.                                   Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG                  Illinois          Decatur,     Participation in
Frederickson,                          Illinois     Specific
Inc.                                                Projects in
                                                    Independent
                                                    Power Market (7)
                                                    
IPG Sterling,        Illinois          Decatur,     Participation in
Co.                                    Illinois     Specific
                                                    Projects in
                                                    Independent
                                                    Power Market (7)
                                                    

(1)Illinois  Power Company ("the Company") owns 20%  of  the
   capital  stock  of  Electric  Energy,  Inc.("EEI").   The
   remainder of EEI's capital stock is owned by three  other
   public   utility   companies.   The   Company   disclaims
   existence of control over EEI.

(2)The  Company's total investment in IP Gas Supply  Co.,  a
   wholly owned subsidiary is approximately $630,000,  which
   is  accounted  for  under the equity  accounting  method.
   The  investment  was  made for the purpose  of  acquiring
   interests  in  gas and oil leases.  The Company,  through
   such  investment, is attempting to increase the  supplies
   of  gas  available  to it through its pipeline  supplier,
   Natural    Gas   Pipeline   Company   of   America,    by
   participating, together with a subsidiary of Natural  Gas
   Pipeline  Company  of America and other gas  distribution
   utility  customers  of  such pipeline  supplier,  in  the
   acquisition of such leases.

 (3)              The  Company owns 50% of the capital stock
   of  Illinois  Power Fuel Company.  The remainder  of  its
   capital stock is owned by one other entity which  is  not
   a  public  utility company.  Illinois Power Fuel  Company
   was  formed for the purpose of leasing nuclear  fuel  and
   facilities  incidental  thereto to  the  Company  and  is
   deemed not to be an electric utility company pursuant  to
   Rule  7(d)(6)  under the Public Utility  Holding  Company
   Act of 1935.

(4)The  Company owns 100% of the capital stock of IP  Group,
   Inc.,  an Illinois corporation which was incorporated  on
   October  5,  1992, and therefore, IP Group,  Inc.  is  an
   "affiliated  interest"  of  the  Company  as  defined  in
   Section  7-101 of the Illinois Public Utilities Act.   IP
   Group,  Inc.  was  formed primarily for  the  purpose  of
   investing  and  participating in energy-related  projects
   and  in  the independent power generation market  and  is
   deemed not to be an electric utility company pursuant  to
   Rule  7(d)(6)  under the Public Utility  Holding  Company
   Act of 1935.

(5)The  Company  owns 100% of the capital stock of  Illinova
   Corporation,  formerly  provisionally  named  IP  Holding
   Company.   Illinova currently engages in no business  and
   has  no  material assets.  It was created for the purpose
   of  effecting  a reverse triangular merger  in  which  it
   will  become  the  owner of all of the  Company's  common
   stock.    The  proposed  merger  was  approved   by   the
   shareholders  of  the  Company  on  February   9,   1994.
   Regulatory approval filings, including an application  to
   the  SEC  under  Section 9 (a)(2) of the  Public  Utility
   Holding Company Act of 1935, are pending.

(6)Illinova  Corporation owns 100% of the capital  stock  of
   IP  Merging Corporation, which has no material assets and
   was  created to effect the merger described in  note  (5)
   above.    If  the  merger  is  consummated,  IP   Merging
   Corporation  will  merge into and with the  Company,  and
   cease to exist.

(7)IP  Group,  Inc. owns 100% of the capital stock  of  this
   Illinois  corporation.   The corporation  was  formed  to
   participate  in a specific energy related  project.   The
   corporation  is  an  "affiliated  interest"  of  Illinois
   Power  Company  as  defined  in  Section  7-101  of   the
   Illinois  Public  Utilities  Act.   The  corporation   is
   deemed not to be an electric utility company pursuant  to
   Rule  7(d)(6)  under the Public Utility  Holding  Company
   Act of 1935.

2.   A  brief description of the properties of claimant  and
each of its subsidiary public utility companies used for the
generation, transmission and distribution of electric energy
for   sale,   or  for  the  production,  transmission,   and
distribution of natural or manufactured gas, indicating  the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas  distribution facilities, including all such  properties
which  are  outside  the  State in which  claimant  and  its
subsidiaries are organized and all transmission or pipelines
which  deliver  or receive electric energy  or  gas  at  the
borders of such State.

The  Company  is predominantly an electric and  gas  utility
company  whose operations do not extend beyond the State  of
Illinois in which it is organized.

The  Company  supplies electric service  at  retail  in  310
incorporated   municipalities,  adjacent   suburban   areas,
numerous unincorporated communities, and rural areas in  the
State  of  Illinois.   Electric  service  at  wholesale   is
supplied for resale to one electric utility and the Illinois
Municipal  Electric  Agency as agent for 11  municipalities.
The  Company provided interchange power to 13 utilities  for
resale.   The  Company  provides  power  to  Soyland   Power
Cooperative,  Inc.  ("Soyland") under a  Power  Coordination
Agreement;  revenues received from Soyland are  reported  as
electric interchange.

The  Company supplies natural gas service at retail  in  257
incorporated  municipalities, adjacent  suburban  areas  and
numerous   unincorporated  communities  in  the   State   of
Illinois.   It  does not sell gas for resale.   The  Company
purchases gas from five interstate pipelines and on the spot
market.   During 1993, the Company purchased 70% of its  gas
from  interstate pipeline suppliers and 30% from  pipelines'
special  marketing programs and spot market purchases.   The
Company  also  transports gas for industrial and  commercial
customers  who  have contracted to purchase  gas  through  a
broker or a producer.

The  Company owns and operates electric generating  stations
at Havana, Wood River, Hennepin, Baldwin, and near Danville,
Illinois  (designated as Vermilion Plant) having net  summer
output  capabilities,  respectively, of  666,000  kilowatts,
603,000  kilowatts,  286,000 kilowatts, 1,740,000  kilowatts
and  165,000  kilowatts.  The Company  also  has  an  86.79%
ownership  interest in the Clinton Power  Station  (Clinton)
and  Soyland  owns  the  remaining  13.21%.   The  Company's
portion  of  net summer output capabilities  of  Clinton  is
810,000  kilowatts.  The Company also owns other  generating
facilities   with   an  aggregate  capability   of   146,000
kilowatts,  including gas turbine units at  three  locations
which provide peaking service.  Havana Units 1 - 5 and  Wood
River  Units  1  -  3  are currently not  staffed,  but  are
available  to  meet reserve requirements with a  maximum  of
four  months  notice.   The Company owns  an  interconnected
transmission  system of approximately 2,800  circuit  miles,
operating at from 69,000 to 345,000 volts and a distribution
system which includes about 36,900 circuit miles of overhead
and underground lines.

The  Company  has  eight underground gas storage  fields  in
Illinois  having a total deliverability on  a  peak  day  of
about 347,000 Mcf.

The   Company  owns  liquefied  petroleum  gas   plants   at
Champaign,   Freeburg   and   Jacksonville   having    daily
deliverability of 20,000 Mcf., 20,000 Mcf. and 10,000  Mcf.,
respectively,  of  1,000 Btu gas for peak shaving  purposes.
The  Company  also owns inactive gas plants at Danville  and
Galesburg.  Gas properties include approximately 7,600 miles
of mains.

The  Company  owns  20%  of the capital  stock  of  Electric
Energy,  Inc., an Illinois corporation, which was  organized
to  own and operate a steam electric generating station  and
related  transmission  facilities near  Joppa,  Illinois  to
supply  electric energy to the Department of Energy for  its
project near Paducah, Kentucky.

All  of  the electric and gas properties of the Company  are
located  within  the  State  of Illinois.   A  345,000  volt
transmission line running from a point at the Indiana  state
border to a site near Sidney, Illinois delivers and receives
electric  energy  at  the  eastern  edge  of  the  State  of
Illinois.   This  line  is an interconnection  with  Indiana
Michigan Power Company.  A second 345,000 volt line  running
from a point at the Kentucky state border to a site near Mt.
Vernon, Illinois (a portion of such line is owned by Central
Illinois  Public  Service  Company)  delivers  and  receives
electric  energy  at  the  southern  end  of  the  State  of
Illinois.   This  line is an interconnection with  Tennessee
Valley Authority.

3. The following information for the last calendar year with
respect  to  claimant  and  each of  its  subsidiary  public
utility companies:

          (a)     Number of Kwh. of electric energy sold (at
          retail  or  wholesale)  and  Mcf.  of  natural  or
          manufactured gas distributed at retail.

       Company          Total Electric Sales     Retail Gas Sales
                               (Kwh.)                 (Mcf.)
Illinois        Power      22,264,496,773           60,426,711
Company
Electric Energy, Inc.      13,511,883,904              None

          (b)     Number of Kwh. of electric energy and Mcf.
          of  natural  or  manufactured gas  distributed  at
          retail  outside  the  State  in  which  each  such
          company is organized.

In   1993,   EEI  billed  the  Department  of   Energy   for
11,928,093,904  Kwh.  of electric energy  delivered  to  the
Department of Energy project near Paducah, Kentucky.  Gas is
distributed  by  the  Company  only  within  the  State   of
Illinois.

          (c)     Number of Kwh. of electric energy and Mcf.
          of  natural or manufactured gas sold at  wholesale
          outside  the State in which each such  company  is
          organized, or at the State line.

       Company         Electric Sales (Kwh.)     Gas Sales (Mcf.)
Illinois        Power    1,380,403,000 (*)             None
Company

(*)Sold   102,307,000   kilowatt-hours  to  Indiana-Michigan
   Power   Company  at  the  Illinois-Indiana  state   line,
   1,219,156,000  kilowatt-hours  to  the  Tennessee  Valley
   Authority  at  the  Illinois-Kentucky  state   line   and
   58,940,000  kilowatt-hours to Kentucky Utilities  at  the
   Illinois-Kentucky state line.

          (d)     Number of Kwh. of electric energy and Mcf.
          of  natural or manufactured gas purchased  outside
          the  State in which each such company is organized
          or at the State line.

Company           Electric Purchases    Gas Purchases (Mcf.)
                               (Kwh.)
Illinois Power     111,270,000 (**)             None
Company

(**)Purchased   55,721,000  kilowatt-hours   from   Indiana-
   Michigan  Power  Company  at the  Illinois-Indiana  state
   line,   55,099,000  kilowatt-hours  from  the   Tennessee
   Valley Authority at the Illinois-Kentucky state line  and
   450,000  kilowatt-hours from Kentucky  Utilities  at  the
   Illinois-Kentucky state line.

4.  The following information for the reporting period  with
respect  to claimant and each interest it holds directly  or
indirectly  in an EWG or a foreign utility company,  stating
monetary amounts in United States dollars:
          (a)Name,    location,   business    address    and
          description of the facilities used by the  EWG  or
          foreign   utility  company  for  the   generation,
          transmission  and distribution of electric  energy
          for  sell  or  for the distribution at  retail  of
          natural or manufactured gas.

None

          (b)Name  of  each  system company  that  holds  an
          interest  in such EWG or foreign utility  company;
          and description of the interest held.

None

          (c)Type  and amount of capital invested,  directly
          or  indirectly,  by the holding  company  claiming
          exemption; any direct or indirect guarantee of the
          security of the EWG or foreign utility company  by
          the  holding company claiming exemption;  and  any
          debt or other financial obligation for which there
          is   recourse,  directly  or  indirectly,  to  the
          holding  company  claiming  exemption  or  another
          system  company,  other than the  EWG  or  foreign
          utility company.

None

          (d)Capitalization  and  earnings  of  the  EWG  or
          foreign   utility  company  during  the  reporting
          period.

None

          (e)Identify  any  service, sales  or  construction
          contract(s)  between the EWG  or  foreign  utility
          company  and  a system company, and  describe  the
          services to be rendered or goods sold and fees  or
          revenues under such agreement(s).

None
The  above-named  claimant has caused this statement  to  be
duly executed on its behalf by its authorized officer on the
28th day of April, 1994.


ILLINOIS POWER COMPANY
                                        By



                                        Alec G. Dreyer
                                        Controller


Corporate Seal
Attest:




Leah Manning Stetzner
Vice President,
General Counsel and
Corporate Secretary

Name,  title  and  address of officer to  whom  notices  and
correspondence   concerning   this   statement   should   be
addressed:

                           Alec G. Dreyer
                             Controller
                       Illinois Power Company
                       500 South 27th Street
                    Decatur, Illinois 62525-1805

                             EXHIBIT A


A consolidating of statement of income and retained earnings
(deficit)  of the claimant and its subsidiary companies  for
the  last  calendar  year,  together  with  a  consolidating
balance sheet of claimant and its subsidiary companies as of
the close of such calendar year.

Consolidating  statements  are  furnished  with  respect  to
Illinois Power Company and IP Group, Inc.

Consolidating  statements  have  not  been  furnished   with
respect  to the Company and IP Gas Supply Company,  Illinois
Power  Fuel  Company and Electric Energy, Inc., inasmuch  as
the  Company accounts for these investments under the equity
accounting method.

Attached are the balance sheets as of December 31, 1993, and
income   statements  and  statements  of  retained  earnings
(deficit) for the twelve months ended December 31, 1993, for
the Company, as consolidated.


                             Illinois Power Company
                           Consolidated Balance Sheet
                                        
                             As of December 31, 1993
                                  Exhibit A to
                                        
                             (Thousands of Dollars)
                                   Form U-3A-2
<TABLE>
<S> 									                                              						<C>         <C>   <C>             <C>   
															                                                  Illinois     IP   Consolidating   Consolidated
               															                                   Power       Group   & Eliminating  Balance
                              																	                  Company       Inc.   Entries       Sheet
     Assets

Utility Plant, at original cost
  Electric (includes construction work in progress of $218,696)$ 5,889,401   $      -  $  -       $5,889,401
  Gas (includes construction work in progress of $18,761)            589,850                        589,850
                                                                  6,479,251                         6,479,251
  Less-Accumulated depreciation                                   1,974,581                        1,974,581
                                                                  4,504,670                         4,504,670
  Nuclear fuel in process                                             6,623                             6,623
  Nuclear fuel under capital lease                                  128,509                         128,509
                                                                  4,639,802                         4,639,802

Investments and Other Assets                                         21,755   4,700   (6,387)        20,068

Current Assets
  Cash and cash equivalents                                           9,325       597        -          9,922
  Accounts receivable (less allowance for doubtful
       accounts of $4,000)
    Service                                                          85,154                            85,154
    Other                                                            37,453       137      (116)       37,474
  Accrued unbilled revenue                                           49,037                            49,037
  Materials and supplies, at average cost                           131,609                           131,609
  Prepaid and refundable income taxes                                14,690                            14,690
  Prepayments and other                                              16,963        94        -         17,057
                                                                    344,231       828      (116)      344,943

Deferred Charges
  Deferred Clinton costs                                            114,327                           114,327
  Recoverable income taxes                                          108,046                           108,046
  Unamortized debt expense                                          105,014                           105,014
  Other                                                              90,081   1,183           -         91,264
                                                                    417,468     1,183           -       418,651
                                                                $ 5,423,256   $ 6,711    $ (6,503)   $5,423,464
</TABLE>
<TABLE>
                             Illinois Power Company
                           Consolidated Balance Sheet
                                       As of December 31, 1993                  Exhibit A to
                                        (Thousands of Dollars)                  Form U-3A-2

<S>                                                         <C>         <C>    <C>             <C>
                                                            Illinois    IP     Consolidating   Consolidated
                                                            Power       Group  & Eliminating   Balance
                                                            Company     Inc.   Entries         Sheet
     Capital and Liabilities

Capitalization
  Common stock equity (1) -
    No par value 100,000,000 shares authorized 75,643,937
      shares outstanding, stated at                       $1,424,607 $       -  $        -  $1,424,607
    No par value, 1,000 shares authorized, issued and
      outstanding at                                            -          1        (1)            -
    Less - Deferred compensation - ESOP                       28,219                             28,219
    Retained earnings (deficit)                              (64,568)       287      (287)      (64,568)
    Less - Capital stock expense                              10,790                              10,790
                Total common stock equity                   1,321,030       288     (288)    1,321,030

  Serial preferred stock, cumulative, $50 par value (1)
    Authorized 5,000,000 shares, 4,150,000 shares outstanding -
           4.08% series, 300,000 shares                       15,000                             15,000
           4.26% series, 150,000 shares                        7,500                              7,500
           4.70% series, 200,000 shares                       10,000                             10,000
           4.42% series, 150,000 shares                        7,500                              7,500
           4.20% series, 180,000 shares                        9,000                              9,000
           8.24% series, 600,000 shares                       30,000                             30,000
           7.56% series, 700,000 shares                       35,000                             35,000
           8.00% series, 1,000,000 shares                     50,000                             50,000
           7.75% series, 870,000 shares                       43,500                             43,500
    Premium on preferred stock                                 1,071                              1,071
    Discount on preferred stock                                (381)                              (381)

  Serial preferred stock, cumulative, without par value (1) -
    Authorized 5,000,000 shares, 2,390,300 shares outstanding
       (including 480,000 shares of redeemable preferred stock)
           A Series, 1,000,000 shares (2)                    50,000                             50,000
           B Series, 910,300 shares (3)                      45,515                             45,515

  Mandatorily redeemable serial preferred stock, cumulative (1) -
           8.00% series, 480,000 shares                      48,000                             48,000
</TABLE>
<TABLE>
                             Illinois Power Company
                           Consolidated Balance Sheet
                                       As of December 31, 1993                     Exhibit A to
                                        (Thousands of Dollars)                  Form U-3A-2
<S>                                                                    <C>        <C>    <C>               <C>           
                                                                       Illinois   IP     Consolidating     Consolidated
                                                                       Power      Group  & Eliminating     Balance
                                                                       Company    Inc.   Entries           Sheet
          Capital and Liabilities

 Preference stock, cumulative, without par value -
    Authorized 5,000,000 shares; none outstanding                     $        -  $-      $          -  $        
                Total serial preferred, mandatorily redeemable serial
                    preferred and preference stock                     351,705                                351,705

Additional paid-in capital                                                  -     6,099     (6,099)                 -
                                                                       351,705      6,099    (6,099)          351,705

  Long-term debt -
    First and New Mortgage Bonds -
           5.85 % series due 1996                                      40,000                              40,000
           6 1/2% series due 1999                                      72,000                              72,000
           6 1/8% series due 2000                                      40,000                              40,000
           5 5/8% series due 2000                                     110,000                             110,000
           6 1/2% series due 2003                                     100,000                             100,000
           6.60 % series due 2004 (Pollution Control Series A)          7,200                              7,200
           9 7/8% series due 2004                                      10,000                              10,000
           7.95 % series due 2004                                      72,000                              72,000
           6 3/4% series due 2005                                      70,000                              70,000
           6.00 % series due 2007 (Pollution Control Series B)         18,700                              18,700
           11 5/8% series due 2014 (Pollution Control Series D)        35,615                              35,615
           10 3/4% series due 2015 (Pollution Control Series E)        84,150                              84,150
           7 5/8% series due 2016 (Pollution Control
                Series F, G and H)                                    150,000                             150,000
           8.30 % series due 2017 (Pollution Control Series I)         33,755                              33,755
           7 3/8% series due 2021 (Pollution Control Series A)         84,710                              84,710
           8 3/4% series due 2021                                     125,000                             125,000
           8.00% series due 2023                                      235,000                             235,000
           7 1/2% series due 2025 (4)                                 200,000                             200,000
           Variable % due 2028 (Pollution Control Series M, N, and O) 111,770                             111,770
                Total first mortgage bonds                        $ 1,599,900 $        - $       -     $ 1,599,900
</TABLE>
<TABLE>
                             Illinois Power Company
                           Consolidated Balance Sheet
                                       As of December 31, 1993                     Exhibit A to
                                        (Thousands of Dollars)                  Form U-3A-2
<S>                                                                 <C>        <C>    <C>             <C> 
                                                                    Illinois   IP     Consolidating   Consolidated
                                                                    Power      Group  & Eliminating   Balance
                                                                    Company    Inc.   Entries         Sheet
     Capital and Liabilities

           Short-term debt to be refinanced as long-term debt (5)$  125,000   $      -     $-         $   125,000
           8 1/2% debt securities due 1994   100,000                100,000                               100,000
           Medium-term notes, series A (6)   100,000                100,000                               100,000  
           Variable rate long-term debt due 2017 (7)                 75,000                                75,000
                                                                  1,999,990                              1,999,900
Unamortized discount on debt                                       (15,411)                               (15,411)
                                                                  1,984,489                              1,984,489
Obligation under capital leases                                     129,513                               129,513
                                                                  2,114,002                              2,114,002

Long-term debt and lease obligations maturing within one year      (187,655)                             (187,655)


Total long-term debt                                              1,926,347                              1,926,347

Total capitalization                                              3,599,082     6,387     (6,387)      3,599,082 

Current Liabilities
  Accounts payable                                                  128,357       564       (116)      128,805
  Notes payable                                                      92,285                             92,285
  Long-term debt and lease obligations maturing within one year     187,655                             187,655
  Dividends declared                                                 49,964                             49,964
  Taxes accrued                                                      31,966                             31,966
  Interest accrued                                                   64,608                             64,608
  Other                                                              51,418          -        -         51,418
                                                                    606,253       564       (116)      606,701
Deferred Credits
  Accumulated deferred income taxes                                 906,583      (240)         -       906,343
  Accumulated deferred investment tax credits                       230,499                            230,499
  Other                                                              80,839                            80,839
                                                                  1,217,921      (240)           -   1,217,681 
                                                                 $5,423,256   $ 6,711    $(6,503)   $5,423,464
</TABLE>

                             Illinois Power Company
                           Consolidated Balance Sheet
                             As of December 31, 1993

                                                           Exhibit A to Form
                                                           U-3A-2

                       CAPITAL AND LIABILITIES (continued)

(1)In  February and April 1993, the Board of Directors declared first and second
   quarters  common  and  preferred  stock  dividends,  respectively  for  1994.
   Dividends  will be paid on the normal payment dates on shares outstanding  on
   applicable  record dates.  The rates for the Adjustable Rate  Series  A  &  B
   were  declared on the basis of $1.00 and $1.125 per share, respectively,  for
   each  of the two quarters.  However, the actual amounts paid may vary,  based
   on market interest rates on the normal declaration dates.

(2)Quarterly  dividend rates are determined based on market  interest  rates  of
   certain U.S. Treasury securities.  Rates for dividends declared in 1993  were
   $1.00 for each quarter.

(3)Quarterly  dividend rates are determined based on market  interest  rates  of
   certain U.S. Treasury securities.  Rates for dividends declared in 1993  were
   $1.1250 for each quarter.

(4)Effective  July  19,  1993, the Company entered into an  interest  rate  swap
   agreement  for  $50 million for six months paying a fixed rate  of  5.5%  and
   receiving a floating rate.

(5)Short-term  debt  to be refinanced as long-term debt consists  of  commercial
   paper  and other short-term instruments that will be renewed regularly  on  a
   long-term  basis.  Ongoing credit support is provided by the  Company's  $200
   million revolving credit agreements.

(6)In  1989  and  1991, the Company entered a series of fixed  rate  medium-term
   notes.   At December 31, 1993, the maturity dates on these notes ranged  from
   1996 to 1998 and the interest rates ranged from 9.00% to 9.31%.

(7)Interest  rates  adjusted weekly and ranged from 2.90% to 3.30%  at  December
   31, 1993.
<TABLE>
                             Illinois Power Company
                          Consolidated Income Statement
                                   For the Year Ended December 31,  1993            Exhibit A to
                                        (Thousands of Dollars)                  Form  U-3A-2
<S>                                               <C>       <C>       <C>             <C>
                                                  Illinois  IP        Consolidating   Consolidated
                                                  Power     Group     & Eliminating   Income
                                                  Company   Inc.      Entries         Statement
Operating Revenues
  Electric                                      $1,135,572 $    -       $       -     $  1,135,572
  Electric Interchange                             130,785                             130,785
  Gas                                              314,833                             314,833
     Total                                       1,581,190                            1,581,190

Operating Expenses and Taxes
  Fuel for electric plants                         235,092                             235,092 
  Power purchased                                   78,540                              78,540
  Gas purchased for resale                         187,343                             187,343
  Other operating expenses                         269,165                             269,165
  Maintenance                                      100,834                             100,834
  Depreciation                                     169,190                             169,190
  Amortization of excess unprotected deferred taxes (5,620)                            (5,620)
  General taxes                                    125,585                             125,585
  Deferred Clinton costs                             9,257                               9,257
  Income taxes                                     106,535                             106,535
     Total                                       1,275,921                          1,275,921
Operating income                                   305,269                             305,269

Other Income and Deductions
  Allowance for equity funds used during
    construction                                    2,702                               2,702
  Disallowed Clinton costs                   (    270,956)                    (      270,956)
  Income tax effects of disallowed costs           70,638                              70,638
  Miscellaneous - net                      (       3,059)     287      (287)(          3,059)
     Total                                 (    200,675)     287       (287)(      200,675)
Income  before interest charges                  104,594     287       (287)       104,594

Interest Charges
  Interest on long-term debt                    154,110                             154,110
  Other interest charges                         10,800                              10,800
  Allowance for borrowed funds used during
     construction                          (     4,565)                     (          4,565)
        Total                                   160,345                             160,345
Net Income (loss)                          $(    55,751)  $  287     $( 287)$(      55,751)
</TABLE>
<TABLE>
                             Illinois Power Company
              Consolidated Statement of Retained Earnings (Deficit)
                      For the Year Ended December 31, 1993
                             (Thousands of Dollars)
                                                                                   Exhibit A to
                                                                                   Form U-3A-2


<S>                                          <C>        <C>      <C>            <C>
                                             Illinois    IP      Consolidating  Consolidated
                                             Power      Group    & Eliminating  Retained
                                             Company    Inc.     Entries        Earnings


Balance at beginning of year               $  41,004    $     -  $      -     $  41,004
Net income (loss)                            (55,750)       287       (287)  (   55,750)
                                             (14,746)       287       (287)  (   14,746)



Less -
  Dividends -
    Preferred stock                           20,105                             20,105
    Common stock                              29,717                             29,717
                                              49,822                             49,822


Balance (Deficit) at end of year           $ (64,568)     $ 287     $ (287)   $ (64,568)
</TABLE>

                    IP Gas Supply Company
                        Balance Sheet
                   As of December 31, 1993
                   (Thousands of Dollars )
                         (Unaudited)
                              
                                                     Exhibit A to
                                                      Form U-3A-2


                           ASSETS


Cash                                                      $   251
Accounts receivable - Illinois Power Company                5,204
Preliminary survey and investigation charges                  373
Incorporation fees                                              7
     Total assets                                          $5,835



            LIABILITIES AND STOCKHOLDERS' EQUITY

Taxes accrued                                           $       1
Common stock, par value $100                                4,100
Retained earnings                                           1,734
    Total liabilities and stockholders' equity             $5,835




                    IP Gas Supply Company
                      Income Statement
            For the Year Ended December 31, 1993
                         (Unaudited)

Operating revenues                                        $   168
Operating expenses and taxes                                   77
Operating income                                               91
Other income (deductions)                                      -
Net income                                               $     91




                    IP Gas Supply Company
               Statement of Retained Earnings
            For the Year Ended December 31, 1993
                         (Unaudited)

Balance at beginning of year                               $1,643
Net income                                                     91
Balance at end of year                                     $1,734


                 Illinois Power Fuel Company
                        Balance Sheet
                   As of December 31, 1993
                   (Thousands of Dollars)
                         (Unaudited)
                                                     Exhibit A to
                                                      Form U-3A-2


                               ASSETS

Current Assets
  Cash and cash equivalents                           $       799
  Accounts receivable from Illinois Power Company           1,559
  Prepaid interest                                             52
  Prepayments                                                   3
  Net investment in nuclear fuel lease                     41,639
                                                           44,052
Noncurrent Assets
  Net investment in nuclear fuel lease                     86,870
                                                         $130,922

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable to Illinois Power Company         $         22
  Accrued interest                                          1,287
  Notes payable                                            24,513
  Long-term debt maturing within one year                  15,000
                                                           70,822
Noncurrent Liabilities
  Long-term debt                                           90,000

Stockholders' Equity
  Common stock, par value $1
    (100,000 shares authorized,
    issued and outstanding)                                   100
  Retained earnings                                          -
                                                              100
                                                         $130,922
                 Illinois Power Fuel Company
                      Income Statement
            For the Year Ended December 31, 1993
                   (Thousands of Dollars)
                            (Unaudited)
                                                     Exhibit A to
                                                      Form U-3A-2



Revenues
  Nuclear fuel lease income                              $ 44,922
  Non-utility operations                                       16
                                                           44,938
Expenses and Taxes
  Amortization of nuclear fuel                             38,749
  Interest expenses, net                                    6,174
  Income taxes                                                  3
                                                           44,926
Net income                                            $        12



                 Illinois Power Fuel Company
               Statement of Retained Earnings
            For the Year Ended December 31, 1993
                         (Unaudited)
                              
Balance at beginning of year                        $        -
Net income                                                     12
                                                               12
Less:  Dividends paid                                          12
Balance at end of year                              $        -
                    Electric Energy, Inc.
                        Balance Sheet
                   As of December 31, 1993
                   (Thousands of Dollars)
                         (Unaudited)
                                                        Exhibit A to
                                                        Form U-3A-2



                               ASSETS
Utility Plant
  Utility plant in service                             $ 285,413
  Construction work in progress                           14,475
                                                         299,888

  Less - Accumulated depreciation                        209,916
                                                          89,972
Current Assets
  Cash                                                       199
  Working funds                                               28
  Customer accounts receivable                            17,720
  Other accounts receivable                                2,881
  Receivable from associated companies                    17,319
  Fuel stock (coal inventory)                              4,708
  Plant material and operating supplies                    5,879
  Prepayments                                                598
                                                          49,332

Investments and Deferred Debits
  Unamortized debt discount and expense                      377
  Investments in associated companies                        105
  Accumulated deferred incomes taxes                       5,849
  Other                                                   10,935
                                                          17,266
                                                       $ 156,570

                      CAPITAL AND LIABILITIES

Capitalization
  Capital stock equity -
    Common stock                                     $     6,200
    Retained earnings                                      2,634
  Long-term debt                                          64,660
            Total Capitalization                          73,494

Current and Accrued Liabilities
  Notes payable                                           40,600
  Accounts payable                                        26,218
  Payable to associated companies                          4,293
  Taxes accrued                                            3,890
  Interest accrued                                           502
  Dividends declared                                       3,002
  Tax collections payable                                    102
                                                          78,607

Deferred Credits
  Accumulated deferred income taxes                        4,469
                                                       $ 156,570

                    Electric Energy, Inc.
                      Income Statement
            For the Year Ended December 31, 1993
                   (Thousands of Dollars)
                         (Unaudited)
                              
                                                        Exhibit A to
                                                        Form U-3A-2


Operating Revenues
    Sales to Department of Energy
        Permanent power                               $  124,220
        Additional power                                 104,711
        Excess Joppa energy                                1,744
        Firm additional power                              5,523
           Total sales to Department of Energy           236,198
    Sales to other electric utilities                     39,406
                  Total                                  275,604

Operating Expenses and Taxes
    Purchased power                                      103,885
    Operating expense                                    118,685
    Maintenance expense                                   18,378
    Depreciation                                           7,138
    Taxes other than income taxes                          1,770
    Income taxes - federal                                 8,894
    Income taxes - other                                   2,088
    Income taxes - deferred in prior years                (3,567)
                  Total                                  257,271
Net operating revenues                                    18,333

Other Income
    Interest and dividends income                            608
    Misc. non-operating income and income deductions         117
                  Total                                      725

Gross income                                              19,058

Income Deductions
    Other interest expenses                                6,017
Net income                                           $    13,041



                    Electric Energy, Inc.
               Statement of Retained Earnings
            For the Year Ended December 31, 1993
                         (Unaudited)

Balance at beginning of year                        $      2,634
Net income                                                13,041
                                                          15,675
Deduct -
  Dividends on common stock                               13,041
Balance at end of year                              $      2,634

                              
                              
                              
                          EXHIBIT B
                              

Below are the Financial Data Schedule items required for
consolidated financial statements.

                                   (Thousands of
                                   Dollars)
1.  Total Assets                   $5,423,464
2.  Total Operating Revenues       $1,581,190
3.  Net Income (Loss)               ($55,751)
                              
                              
                          EXHIBIT C
                              
                              
An organization chart showing the relationship of each EWG
or foreign utility company to associate companies in the
holding-company system is not applicable as reflected in our
responses in Item 4.



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