SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17 )*
ILLINOIS POWER COMPANY
(Name of Issuer)
Voting Serial Cumulative Preferred Stock, $50 Par Value
8.00% Series and 8.24% Series
(Title of Class of Securities)
452092703, 452092877
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 5 Pages<PAGE>
13G CUSIP No. Page 2 of 5 Pages
452092703,452092877
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American General Corporation
IRS # 74-0483432
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
8 SHARED DISPOSITIVE POWER
WITH
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%<PAGE>
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
ILLINOIS POWER COMPANY (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
500 South 27th Street
Decatur, Illinois 62525
Item 2. (a) Name of Person Filing:
AMERICAN GENERAL CORPORATION ("American General")
(b) Address of Principal Business Office:
2929 Allen Parkway
Houston, TX 77019
(c) Citizenship:
Texas
(d) Title of Class of Securities:
Voting Serial Cumulative Preferred Stock, $50 par value
("Preferred Stock")
The securities covered by this statement include shares
issued in the 8.00% Series and 8.24% Series of the Preferred
Stock.
(e) CUSIP Number:
452092703
452092877
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) ( ) Broker or dealer registered under Section 15 of the
Act,
(b) ( ) Bank as defined in Section 3(a)(6) of the Act,
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act,
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,<PAGE>
Page 4 of 5 Pages
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F),
(g) (X) Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G), or
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
Item 4. Ownership.
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following (X).
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
As previously reported, shares of the securities covered by this
report were held by certain insurance subsidiaries of American
General.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable. <PAGE>
Page 5 of 5 Pages
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
AMERICAN GENERAL CORPORATION
Date: December 12, 1995 By: /s/ PETER V. TUTERS
Peter V. Tuters
Senior Vice President and
Chief Investment Officer<PAGE>
