ILLINOIS POWER CO
8-K, 1998-01-21
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)
                                January 21, 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 3.



 




Item 5.  Other Events
- --------------------------

The Nuclear  Regulatory  Commission  (NRC) today placed Illinois Power's Clinton
Power Station  (Clinton) on its Watch List. The NRC places nuclear plants on its
Watch List when it believes additional  regulatory oversight is required because
of declining performance.

Twice a year the NRC  evaluates the  performance  of nuclear power plants in the
United  States  and  identifies  those  which  require   additional   regulatory
oversight.  Once  placed on the Watch List a plant must  demonstrate  consistent
improved  performance  before it is removed from the list.  The NRC will monitor
Clinton  more  closely  than  plants  not on the Watch  List.  This may  include
increased inspections, additional required documentation,  NRC-required approval
of processes and procedures, and higher-level NRC oversight.

Illinova  Chairman  Larry Haab said he does not consider the  announcement a new
signal.  "It is a confirmation of the situation over the last few months and not
a forecast for the future. This news, while unpleasant,  was not unexpected; the
problems at Clinton are well documented" said Haab.

<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:    January 21, 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.

                                                     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:    January 21, 1998



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