ILLINOIS POWER CO
8-K, 1998-05-06
ELECTRIC & OTHER SERVICES COMBINED
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                       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)
                                   May 6, 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 5.


<PAGE>



Item 5.      Other Events

Attached is a copy of a communication provided to the media on May 6, 1998.



<PAGE>



For immediate release:                      May 6, 1998

For more information:                       Mike Monahan (217) 424-6400


          ILLINOIS POWER WITHDRAWS SECURITIZATION FILING AT THE ICC

         DECATUR,  Ill. - Illinois  Power today  filed a motion to withdraw  its
application for securitization  funding before the Illinois Commerce  Commission
(ICC).
         "We're taking this step because it's evident that we still need to work
out some  issues  the ICC  staff has with our  financial  plan,"  said  Larry F.
Altenbaumer,  senior vice  president  and chief  financial  officer for Illinois
Power.  "It's our hope that we can  mutually  resolve  those  issues,  refile an
application and receive a favorable ruling from the Commission."
         Illinois  Power filed its  application  seeking ICC  authorization  for
securitization  funding on March 18. The decision to withdraw  that  application
today came at the close of the hearing phase of the ICC deliberation.
         Securitization is a financial tool made available to state utilities as
part of the compromise electric deregulation legislation approved last December.
It would allow Illinois Power and other state  utilities to replace a portion of
their total existing capitalization with lower-cost securitized debt.
         Securitization funding is a popular financing option for many companies
in other  industries,  such as credit card companies,  student loan programs and
automobile  companies.  Because it is well suited for companies with ongoing and
predictable revenues,  such as utilities,  securitization  funding for utilities
has been authorized in other states that have undertaken electric deregulation.
         "It's our belief that securitization  funding,  done in accordance with
the  guidelines  specified in the  legislation,  could help us lower our overall
cost of capital and help us be more  competitive in a deregulated  marketplace,"
said  Altenbaumer.  The  Commission  staff has taken the position  that Illinois
Power has not "reasonably  demonstrated" that securitization  funding will lower
the company's overall cost of capital.
         "We'll  use this  timeout  in the  process to  determine  what  further
information we can provide to satisfy the concerns  expressed by the ICC staff,"
said Altenbaumer.



<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/ Larry F. Altenbaumer
                                                     ---------------------------
                                                     Larry F. Altenbaumer
                                                     Chief Financial Officer
                                                     Treasurer and Controller
                                                     on behalf of
                                                     Illinova Corporation


Date:    May 6, 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/ Larry F. Altenbaumer
                                                     ---------------------------
                                                     Larry F. Altenbaumer
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                     on behalf of
                                                     Illinois Power Company


Date:    May 6, 1998




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