ILLINOIS POWER CO
8-K, 1998-10-20
ELECTRIC & OTHER SERVICES COMBINED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                       8-K



                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the


                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                October 20, 1998



Commission               Registrants; State of Incorporation;     IRS Employer
File Number               Address; and Telephone Company         Identification
                                                                       No.

  1-11327                   Illinova Corporation                   37-1319890
                            (an Illinois Corporation)
                            500 S. 27th Street
                            Decatur, IL  62525
                            (217) 424-6600

   1-3004                   Illinois Power Company                 37-0344645
                            (an Illinois Corporation)
                            500 S. 27th Street
                            Decatur, IL  62525
                            (217) 424-6600



                  Total number of sequentially  numbered pages is 6.








Item 7.  Exhibits
- --------------------------------------------------------------------------------

          (c)  Exhibits

                (99.1) Press Release, dated October 15, 1998
                (99.2) Press Release, dated October 19, 1998



<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   ILLINOVA CORPORATION
                                                   (Registrant)

                                                   By /s / Leah Manning Stetzner
                                                   ---------------------------
                                                   Leah Manning Stetzner
                                                   General Counsel and
                                                   Corporate Secretary
                                                   on behalf of
                                                   Illinova Corporation



Date:    October 20, 1998



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   ILLINOIS POWER COMPANY
                                                   (Registrant)

                                                   By /s/ Leah Manning Stetzner
                                                   -----------------------------
                                                   Leah Manning Stetzner
                                                   Vice President, General
                                                   Counsel, and Corporate
                                                   Secretary on behalf of
                                                   Illinois Power Company


Date:    October 20, 1998


<PAGE>




                  Exhibit Index

The following  Exhibits are hereby filed as part of this Current  Report on Form
8-K:

Exhibit
Number            Description

99.1              Press Release, dated October 15, 1998

99.2              Press Release, dated October 19, 1998



<PAGE>


EXHIBIT 99.1


For release:                       Oct. 15, 1998

For information contact:           Shirley Swarthout 217-424-6400


ILLINOVA POSTS THIRD-QUARTER EARNINGS; ANNOUNCES SHARE REPURCHASE

             Modest earnings reflect continued impact
                    of replacement power costs

     Illinova  Corp.  today  reported  earnings of $27 million,  or 37 cents per
share of common stock (basic and  diluted),  for the third  quarter  1998.  This
compares to earnings of $64  million,  or 87 cents per common  share  (basic and
diluted), for the same period a year ago.

         Year-to-date  earnings  are 4 cents per  share,  compared  to $1.87 per
common share through third quarter 1997.  The  substantial  decline in quarterly
and year-to-date earnings is consistent with Illinova's previous projections and
is due primarily to  replacement  power costs  throughout  the summer months and
greater than previously  projected  expenditures for recovery efforts at Clinton
Power Station.

     After experiencing  unprecedented and unexpected prices for power purchases
during the last week of June, Illinova announced that Illinois Power's projected
replacement power costs in 1998 would significantly exceed previous projections.

     At its Oct. 14 meeting the Board of Directors approved the repurchase of up
to 12 million shares of Illinova  common stock over the next six to 12 months in
conjunction  with Illinois  Power's  upcoming  issuance of securitized  debt. In
November IP expects to issue $864 million of  securitized  debt and will use the
proceeds to refinance its outstanding debt, to retire preferred  equity,  and to
repurchase common equity.


<PAGE>


EXHIBIT 99.2

For release                  Oct. 19, 1998

For information contact:     Bruce Paulsen (217) 424-6400


               WORK PROGRESSING ON CLINTON POWER STATION

     DECATUR,  Ill.  --  Illinois  Power  continues  to  make  progress  on work
necessary to restart the Clinton Power Station and  reaffirmed its commitment to
quality and safety as it returns the station to service.

     "We want the recovery process to be thorough,  because we expect Clinton to
operate reliably for the long-term," said Illinois Power Chairman, President and
CEO Charles E. Bayless.
        
     It now appears  likely that the plant's  restart will be after the first of
the year.  Moving  restart  into next year will  increase  the  expense  for the
station's recovery process. 1998 operating and maintenance expenses for Clinton,
previously projected at $195 million, now are expected to be about $210 million.
1999  operating and  maintenance  expenses for Clinton are projected to be about
$150 million.




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