ILLINOVA CORP
10-Q, 1994-08-15
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             SECURITIES AND EXCHANGE COMMISSION
                              
                   Washington, D. C. 20549
                              
                          Form 10-Q
                              
    (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
  For the quarterly period ended              June 30, 1994
                              
                             OR
                              
    ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
               For the transition period from
                      to______________
                              
                              
Commission   Registrants;  State of Incorporation;           IRS Employer
File Number      Address; and Telephone Number            Identification No.

 1-11327                 Illinova Corporation                 37-1319890
                       (an Illinois Corporation)
                        500 S. 27th Street
                       Decatur, IL  62526-1805
                           (217) 424-6600

  1-3004                 Illinois Power Company               37-0344645
                       (an Illinois Corporation)
                           500 S. 27th Street
                          Decatur, IL  62526-1805
                               (217) 424-6600
 
     Indicate by check mark whether the registrants (1) have
filed  all  reports required to be filed by  Section  13  or
15(d)  of  the  Securities Exchange Act of 1934  during  the
preceding  12  months (or for such shorter period  that  the
registrant was required to file such report), and  (2)  have
been  subject to such filing requirements for  the  past  90
days.

Illinova Corporation     Yes        No   X        (subject
                                              to filing requirements of the
                                         Securities Exchange Act of 1934 as of
                                                  May 27, 1994)

Illinois Power Company   Yes    X     No

     Indicate the number of shares outstanding of each of
the issuers' classes of common stock, as of the latest
practicable date:

Illinova Corporation     Common stock, no par value,75,643,937
                         shares outstanding at July 31, 1994

Illinois Power Company   Common stock, no par value,75,643,937
                         shares outstanding held by
                         Illinova Corporation at July 31,1994
                              
      Total number of sequentially numbered pages is 17
                    ILLINOVA CORPORATION
                   ILLINOIS POWER COMPANY

This combined Form 10-Q is separately filed by Illinova
Corporation and Illinois Power Company.  Prior to this
filing, Illinova was not a reporting company for purposes of
the Securities Exchange Act of 1934, and Illinois Power
Company filed its own separate reports on Form 10-Q.
Information contained herein relating to Illinois Power
Company is filed by Illinova Corporation and separately by
Illinois Power Company on its own behalf.  Illinois Power
Company makes no representation as to information relating
to Illinova Corporation or its subsidiaries, except as it
may relate to Illinois Power Company.

        FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1994
                            INDEX


Page No.
Part 1.  FINANCIAL INFORMATION

 Item 1. Financial Statements

         Illinova Corporation

              Consolidated Balance Sheets         3 - 4

              Consolidated Statements of Income       5

              Consolidated Statements of Cash Flows   6

         Illinois Power Company

              Balance Sheets                      7 - 8

              Statements of Income                    9

              Statements of Cash Flows               10

         Notes to Financial Statements
              Illinova Corporation and Illinois Power
Company  11

 Item 2.      Management's Discussion and Analysis of
Financial
              Condition and Results of Operations
              Illinova Corporation and Illinois Power
Company  12 - 15


Part II.  OTHER INFORMATION

 Item 1: Legal Proceedings                           16

 Item 6: Exhibits and Reports on Form 8-K            16

 Signatures
17 - 18
                PART I. FINANCIAL INFORMATION
                              
                    ILLINOVA CORPORATION
                 CONSOLIDATED BALANCE SHEETS
      (See accompanying Notes to Financial Statements)
                              

                                        June 30,    December 31,
                                           1994         1993
ASSETS                                 (Unaudited)


                                           (Millions of Dollars)

Utility Plant, at original cost
 Electric (includes construction work in progress
  of $234.6 million and $218.7 million, 
   respectively)                      $  5,950.1     $ 5,889.4
 Gas (includes construction work in progress
  of $14.5 million and $18.8 million, 
   respectively)                           596.9         589.9
                                         6,547.0       6,479.3
Less-Accumulated depreciation            2,039.0       1,974.6
                                         4,508.0       4,504.7
Nuclear fuel in process                      6.9           6.6
Nuclear fuel under capital lease           110.3         128.5
   Total utility plant                   4,625.2       4,639.8

Investments and Other Assets                20.6          20.1

Current Assets
 Cash and cash equivalents                  33.3           9.9
 Accounts receivable (less allowance for doubtful
  accounts of $4.0 million)
   Service                                  89.3          85.2
   Other                                    36.5          37.5
 Accrued unbilled revenue                   41.4          49.0
 Material and supplies, at average cost    131.1         131.6
 Prepayments and other                      41.5          31.8
   Total current assets                    373.1         345.0

Deferred Charges
 Deferred Clinton costs                    112.6         114.3
 Recoverable income taxes                  119.8         108.0
 Other                                     196.4         196.3
   Total deferred charges                  428.8         418.6
                                     $   5,447.7    $  5,423.5
                    ILLINOVA CORPORATION
                 CONSOLIDATED BALANCE SHEETS
      (See accompanying Notes to Financial Statements)
                              

                                        June 30,    December 31,
                                           1994         1993
CAPITAL AND LIABILITIES                (Unaudited)


                                         (Millions of Dollars)
 
Capitalization
 Common stock -
  No par value, 100,000,000 shares authorized;
  75,643,937 shares outstanding, stated 
    at                             $    1,424.6   $   1,424.6
 Less - Deferred compensation - ESOP       26.7          28.2
 Retained earnings (deficit)               (9.2)        (64.6)
 Less - Capital stock expense              10.6          10.8
 Preferred and preference stock of 
   subsidiary                             303.7         303.7
 Mandatorily redeemable preferred stock 
   of subsidiary                           36.0          48.0
 Long-term debt                         1,943.6       1,926.3
   Total capitalization                 3,661.4       3,599.0

Current Liabilities
 Accounts payable                         100.1         128.8
 Notes payable                            116.4          92.3
 Long-term debt and lease obligations
  maturing within one year                145.1         187.7
 Other                                    155.9         197.9
   Total current liabilities              517.5         606.7

Deferred Credits
 Accumulated deferred income taxes        954.2         906.4
 Accumulated deferred investment tax 
   credits                                226.4         230.5
 Other                                     88.2          80.9
   Total deferred credits               1,268.8       1,217.8

                                     $  5,447.7    $  5,423.5
                    ILLINOVA CORPORATION
              CONSOLIDATED STATEMENTS OF INCOME
      (See accompanying Notes to Financial Statements)
                              

                              Three Months EndedSix Months E
nded
                                June 30,          June 30,
                               1994    1993     1994     1993
                                               (Unaudited)
                                  (Millions except per share)

Operating Revenues:
 Electric                $   270.2$   265.1$   549.7$   514.5
 Electric interchange         28.5     25.3     53.1     45.4
 Gas                          50.9      60.1    189.7    185.7
   Total                     349.6    350.5    792.5    745.6
Operating Expenses and Taxes:
 Fuel for electric plants     57.7     54.8    128.7    111.4
 Power purchased              16.7     13.1     26.7     17.1
 Gas purchased for resale     18.8     28.6    116.4    111.8
 Other operating expenses     63.2     65.0    129.3    128.0
 Maintenance                  23.6     25.0     43.7     47.2
 Depreciation                 43.8     42.2     87.7     83.6
 Amortization of excess unprotected
  deferred taxes               -       (1.4)    (1.4)    (2.8)
 General taxes                28.6     31.6     67.2     66.4
 Deferred Clinton costs        0.9      2.8      1.8      5.6
 Income Taxes                 24.1      20.9      48.9      41.0
   Total                     277.4    282.6    649.0    609.3
Operating Income               72.2      67.9    143.5    136.3
Other Income and Deductions:
 Allowance for equity funds used
  during construction          1.1      0.5      2.0      1.0
 Miscellaneous - net          (1.5)    (0.2)    (5.7)    (0.3)
   Total                      (0.4)     0.3     (3.7)     0.7

Income Before Interest Charges 
   & Other                    71.8     68.2    139.8    137.0
Interest Charges & Other:
 Interest on long-term debt   35.5     37.9     70.2     78.1
 Other interest charges        2.3      1.8      4.0      3.6
 Allowance for borrowed funds used
  during construction         (1.5)     (0.8)    (3.1)    (2.0)
 Preferred dividend requirements of
  subsidiary                   6.0        6.8     11.9     13.8
   Total                      42.3       45.7     83.0     93.5

 Net Income              $    29.5$    22.5 $   56.8 $    43.5

Net Earnings per common share $ 0.39 $ 0.30  $ 0.75  $   0.57
Cash  dividends  declared per
   common  share            $ 0.20   $0.20   $ 0.20  $   0.40
Cash dividends paid per 
   common share             $ 0.20 $  0.20   $ 0.40  $   0.40
Weighted average number of common
 shares outstanding during 
   period               75,643,937 75,643,937 75,643,937 75,643,937
                    ILLINOVA CORPORATION
            CONSOLIDATED STATEMENTS OF CASH FLOWS
      (See accompanying Notes to Financial Statements)
                              

                                          Six Months Ended
                                              June 30,
                                         1994           1993
                                            (Unaudited)
                                       (Millions of Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $    56.8       $   43.5
 Items not requiring cash, net         108.2          110.1
 Changes in assets and liabilities     (29.5)          13.5
 Net cash provided by operating 
    activities                         135.5          167.1

CASH FLOWS FROM INVESTING ACTIVITIES:
 Construction expenditures             (83.6)         (91.9)
 Other investing activities             (3.0)          (6.0)
 Net cash used in investing activities (86.6)         (97.9)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends on common stock            (30.3)         (30.3)
 Redemptions -
  Short-term debt                      (99.5)        (102.1)
  Long-term debt                       (35.8)        (360.2)
  Preferred stock of subsidiary        (12.0)         (22.0)
 Issuances -
  Short-term debt                      123.6          134.5
  Long-term debt                        35.6          345.0
  Preferred stock of subsidiary         --             43.5
 Other financing activities             (7.1)         (20.5)
 Net cash used in financing activities (25.5)         (12.1)

NET CHANGE IN CASH AND CASH EQUIVALENTS  23.4           57.1
CASH AND CASH EQUIVALENTS AT BEGINNING 
   OF YEAR                                9.9            8.7

CASH AND CASH EQUIVALENTS AT END OF PERIOD$   33.3  $   65.8

                   ILLINOIS POWER COMPANY
                       BALANCE SHEETS
      (See accompanying Notes to Financial Statements)
                              

                                        June 30,    December 31,
                                           1994         1993
ASSETS                                 (Unaudited)


                                           (Millions of Dollars)

Utility Plant, at original cost
 Electric (includes construction work in progress
  of $234.6 million and $218.7 million, 
      respectively)                   $  5,950.1     $ 5,889.4
 Gas (includes construction work in progress
  of $14.5 million and $18.8 million, 
      respectively)                        596.9         589.9
                                         6,547.0       6,479.3
Less-Accumulated depreciation            2,039.0       1,974.6
                                         4,508.0       4,504.7
Nuclear fuel in process                      6.9           6.6
Nuclear fuel under capital lease           110.3         128.5
   Total utility plant                  4,625.2       4,639.8

Investments and Other Assets                16.1          15.4

Current Assets
 Cash and cash equivalents                 16.1           9.3
 Accounts receivable (less allowance for doubtful
  accounts of $4.0 million)
   Service                                 89.3          85.2
   Other                                   37.9          37.5
 Accrued unbilled revenue                  41.4          49.0
 Material and supplies, at average cost   131.1         131.6
 Prepayments and other                     41.3          31.7
   Total current assets                   357.1         344.3

Deferred Charges
 Deferred Clinton costs                   112.6         114.3
 Recoverable income taxes                 119.8         108.0
 Other                                    193.4         195.1
   Total deferred charges                 425.8         417.4

                                        $ 5,424.2    $ 5,416.9
                   ILLINOIS POWER COMPANY
                       BALANCE SHEETS
      (See accompanying Notes to Financial Statements)
                              

                                        June 30,    December 31,
                                           1994         1993
CAPITAL AND LIABILITIES                (Unaudited)


                                             (Millions of Dollars)

Capitalization
 Common stock -
  No par value, 100,000,000 shares authorized;
  75,643,937 shares outstanding, stated at$    1,424.6$   1,424.6
 Less - Deferred compensation - ESOP       26.7          28.2
 Retained earnings (deficit)              (18.4)        (71.0)
 Less - Capital stock expense              10.6          10.8
 Preferred and preference stock           303.7         303.7
 Mandatorily redeemable preferred stock    36.0          48.0
 Long-term debt                         1,943.6       1,926.3
   Total capitalization                 3,652.2       3,592.6

Current Liabilities
 Accounts payable                         100.2         128.4
 Notes payable                            115.3          92.3
 Long-term debt and lease obligations maturing
  within one year                         145.1         187.7
 Other                                    140.7         197.9
   Total current liabilities              501.3         606.3

Deferred Credits
 Accumulated deferred income taxes        956.1         906.6
 Accumulated deferred investment tax credits226.4       230.5
 Other                                     88.2          80.9
   Total deferred credits               1,270.7       1,218.0

                                       $ 5,424.2     $ 5,416.9
                   ILLINOIS POWER COMPANY
                    STATEMENTS OF INCOME
      (See accompanying Notes to Financial Statements)
                              

                              Three Months EndedSix Months E
nded
                                June 30,          June 30,
                               1994    1993     1994     1993
                                               (Unaudited)
                            (Millions  except per share)

Operating Revenues:
 Electric                $   270.2$   265.1 $   549.7$   514.5
 Electric interchange         28.5     25.3      53.1     45.4
 Gas                          50.9      60.1     189.7     185.7
   Total                     349.6    350.5     792.5     745.6
Operating Expenses and Taxes:
 Fuel for electric plants     57.7     54.8     128.7    111.4
 Power purchased              16.7     13.1      26.7     17.1
 Gas purchased for resale     18.8     28.6     116.4    111.8
 Other operating expenses     63.2     65.0     129.3    128.0
 Maintenance                  23.6     25.0      43.7     47.2
 Depreciation                 43.8     42.2      87.7     83.6
 Amortization of excess unprotected
  deferred taxes               -       (1.4)     (1.4)    (2.8)
 General taxes                28.6     31.6      67.2     66.4
 Deferred Clinton costs        0.9      2.8       1.8      5.6
 Income Taxes                 24.1      20.9      48.9      41.0
   Total                     277.4    282.6     649.0    609.3
Operating Income                72.2      67.9    143.5    136.3
Other Income and Deductions:
 Allowance for equity funds used
  during construction          1.1      0.5       2.0      1.0
 Miscellaneous - net           0.7     (0.2)     (3.5)    (0.3)
   Total                       1.8     0.3      (1.5)     0.7

Income Before Interest Charges74.0      68.2    142.0   137.0
Interest Charges:
 Interest on long-term debt   35.5     37.9      70.2     78.1
 Other interest charges        2.3      1.8       4.0      3.6
 Allowance for borrowed funds used
  during construction         (1.5)    (0.8)     (3.1)      (2.0)
   Total                      36.3      38.9      71.1      79.7

Net Income                     37.7     29.3      70.9     57.3
Preferred dividend requirements 6.0      6.8      11.9     13.8
Net Income applicable to
 common stock           $     31.7$    22.5 $    59.0$    43.5

Net Earnings per common share     $    0.42 $    0.30$    0.78   $    0.57
Cash dividends declared per common 
   share                          $    0.20 $    0.20$    0.20   $    0.40
Cash dividends paid per common 
   share                          $    0.40 $    0.20$    0.60   $    0.40
Weighted average number of common
 shares outstanding during period75,643,937 75,643,937 75,643,937   75,643,937
                   ILLINOIS POWER COMPANY
                  STATEMENTS OF CASH FLOWS
      (See accompanying Notes to Financial Statements)
                              

                                          Six Months Ended
                                              June 30,
                                         1994           1993
                                            (Unaudited)
                                       (Millions of Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $    70.9       $   57.3
 Items not requiring cash, net         109.7          110.1
 Changes in assets and liabilities     (28.6)          13.5
 Net cash provided by operating activities    152.0   180.9

CASH FLOWS FROM INVESTING ACTIVITIES:
 Construction expenditures             (83.6)         (91.9)
 Other investing activities             (3.1)          (1.2)
 Net cash used in investing activities (86.7)         (93.1)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends on preferred and common stock(57.5)       (44.5)
 Redemptions -
  Short-term debt                      (99.5)       (102.1)
  Long-term debt                       (35.8)       (360.2)
  Preferred Stock                      (12.0)        (22.0)
 Issuances -
  Short-term debt                      122.5          134.5
  Long-term debt                        35.6          345.0
  Preferred stock                       --             43.5
 Other financing activities            (11.8)         (24.9)
 Net cash used in financing activities (58.5)         (30.7)

NET CHANGE IN CASH AND CASH EQUIVALENTS   6.8           57.1
CASH AND CASH EQUIVALENTS AT BEGINNING
   OF YEAR                                9.3            8.7

CASH AND CASH EQUIVALENTS AT END OF PERIOD$  16.1    $  65.8


       ILLINOVA CORPORATION AND ILLINOIS POWER COMPANY
                              
                NOTES TO FINANCIAL STATEMENTS

General

     On  May  27,  1994, Illinova Corporation (Illinova),  a
holding company, became the parent of Illinois Power Company
(IP)  pursuant to a share-for-share conversion  of  Illinois
Power  Company common stock into Illinova common stock.   On
June  8,  1994,  Illinova Generating  Company  (formerly  IP
Group,  Inc.), a subsidiary of Illinois Power  Company,  was
transferred as a dividend in the amount of $9.2 million from
Illinois Power Company to Illinova, effectively establishing
Illinova Generating Company as a subsidiary of Illinova.

     Financial Statement note disclosures, normally included
in   financial   statements  prepared  in  conformity   with
generally accepted accounting principles, have been  omitted
in  this Form 10-Q pursuant to the Rules and Regulations  of
the  Securities  and Exchange Commission.  However,  in  the
opinion   of  Illinova  Corporation and IP,  the  disclosures and
information contained in this Form 10-Q are adequate and not
misleading.  See IP's Form 10-K for the year ended  December
31,  1993  and the "Notes to Financial Statements"  in  IP's
1993 Annual Report incorporated by reference in IP's Form 10-
K  for the year ended December 31, 1993, and IP's report  on
Form  10-Q  for  the  quarter  ended  March  31,  1994,  for
information  relevant to the financial statements  contained
herein,  including information as to certain regulatory  and
environmental matters involving IP and as to the significant
accounting policies followed by IP.

     In  the opinion of Illinova, the accompanying unaudited
financial  statements reflect all adjustments  necessary  to
present  fairly the Consolidated Balance Sheets as  of  June
30,  1994 and December 31, 1993, the Consolidated Statements
of Income for the three months and six months ended June 30,
1994 and 1993, and the Consolidated Statements of Cash Flows
for  the  six  months  ended June 30,  1994  and  1993.   In
addition,  it  is  Illinova's and IP's  opinion that the  accompanying
unaudited   financial  statements   for   IP   reflect   all
adjustments  necessary to present fairly the Balance  Sheets
as of June 30, 1994 and December 31, 1993, the Statements of
Income  for the three months and six months ended  June  30,
1994 and 1993, and the Statements of Cash Flows for the  six
months  ended  June 30, 1994 and 1993.  Due to seasonal  and
other  factors which are characteristic of electric and  gas
utility   operations,  interim  period   results   are   not
necessarily  indicative of results to be  expected  for  the
year.

Accounting Matters

    Consolidation

      The  consolidated  financial  statements  include  the
accounts   of   Illinova,   IP  and   Illinova   Generating.
Intercompany balances and transactions have been  eliminated
from the consolidated financial statements. All non-utility
operating transactions are included in the section titled
Other Income and Deductions, "Miscellaneous-net" in the Consolidated
Statements of Income and IP's statements of Income. Prior year amounts have
been  reclassified on a basis consistent with the  June  30,
1994, presentation.

     IP's  financial condition and results of operation  are
currently   the   principal  factors  affecting   Illinova's
financial condition and results of operations.

Regulatory Matters

    Decommissioning

    See "Decommissioning" under "Management's Discussion and
Analysis  of  Financial Condition and Results of Operations"
on  Page  13 and in IP's Report on Form 10-Q for the quarter
ended March 31, 1994, for further discussion.
       ILLINOVA CORPORATION AND ILLINOIS POWER COMPANY

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      Reference is made to Notes to Financial Statements and
Management's Discussion and Analysis of Financial  Condition
and  Results  of  Operations presented in IP's  1993  Annual
Report  incorporated by reference in IP's Form 10-K for  the
year  ended December 31, 1993, and IP's Report on Form  10-Q
for  the  quarter  ended March 31, 1994.  Important  factors
affecting  financial  condition and  results  of  operations
between the periods indicated are as follows:

Formation of Holding Company

      The Federal Energy Regulatory Commission (FERC) issued
an  order  approving the Company's proposed formation  of  a
holding  company structure.  IP received approval  from  the
Securities  and  Exchange  Commission  (SEC)  to  allow  the
proposed   holding  company  to  operate  exempt  from   SEC
regulation under the Public Utility Holding Company  Act  of
1935.  On May 27, the holding company (Illinova Corporation)
was  officially formed with the filing of documents with the
Illinois Secretary of State, establishing IP as a subsidiary
thereof.   On June 8, Illinova Generating Company  (formerly
IP  Group  Inc.)  was transferred from IP  to  Illinova  and
became Illinova's second subsidiary.  On that same day,  the
Board  of  Directors  of  Illinova  formally  approved   the
corporation's  third subsidiary, Illinova  Power  Marketing,
Inc.

      IP, the primary business subsidiary, is engaged in the
generation, transmission, distribution and sale of  electric
energy  and  the distribution, transportation  and  sale  of
natural  gas in the State of Illinois.  Illinova  Generating
Company  invests  in energy supply projects  throughout  the
world.   Illinova Power Marketing plans to become active  in
the   business  of  brokering  electric  power  to   various
customers.   On  July 20, Illinova Power Marketing  filed  a
request  for FERC approval to buy electricity from producers
and  sell  at  market  rates to wholesale  customers  (i.e.,
utilities, electric cooperatives, municipalities) which  are
at   least  two  systems  away  from  IP.   Eventually,  the
subsidiary   intends   to  sell  electricity   directly   to
industrial   and   commercial  customers.   Illinova   Power
Marketing  is  one  of many companies seeking  authorization
from FERC to sell power at market-based prices.

Liquidity and Capital Resources

     Dividends

      On  March  23, 1994, the Illinois Commerce  Commission
(ICC)  granted IP permission to declare and pay  common  and
preferred  dividends for the third and  fourth  quarters  of
1994,  with dividends on common stock not to exceed 20 cents
per  share per quarter, in the event of a negative  retained
earnings balance, contingent on satisfaction of certain  net
income,  cash  flow and capitalization requirements  as  set
forth  in  the  ICC order.  On June 8, 1994,  the  Board  of
Directors of Illinova and IP declared common stock dividends
for  the  third quarter of 1994.  IP declared and  paid  its
common  dividend to Illinova in order to fund  the  eventual
dividend payment by Illinova to its common shareholders.  In
addition,  IP  declared preferred stock  dividends  for  the
third quarter of 1994.

     Decommissioning

     The SEC staff has questioned certain current accounting
practices  of  the electric utility industry  regarding  the
recognition,     measurement    and    classification     of
decommissioning  costs  for nuclear generating  stations  in
financial  statements.  In response to these questions,  the
Edison Electric Institute, on behalf of the electric utility
industry, requested the Financial Accounting Standards Board
(FASB) to review the accounting for removal costs of nuclear
generating  stations,  including decommissioning.   In  June
1994,  the  FASB  added a project to its agenda  that  would
address the accounting for decommissioning for nuclear power
plants.  The objective of the project is to determine if and
when  a  liability  for  nuclear decommissioning  should  be
recognized, and if so, how the liability should be  measured
and   whether  a  corresponding  asset  should  be  created.
Although it is too early to determine whether any changes to
current  electric utility industry accounting practices  for
decommissioning  will  be adopted,  IP  believes,  based  on
current  information, that any changes, if  required,  would
not  have an adverse effect on results of operations due  to
its  current  and  anticipated  future  ability  to  recover
decommissioning    costs   through   rates.    The    FASB's
decommissioning project is expected to begin  in  the  third
quarter of 1994.

     Capital Resources and Requirements

      Cash  flow from operations during the first six months
of  1994 provided sufficient working capital to meet ongoing
operating  and  construction  requirements  and  to  service
existing  preferred  and  common stock  dividends  and  debt
requirements    for    Illinova   and   its    subsidiaries.
Additionally, Illinova and its subsidiaries believe internal
and  external sources of capital will be available  to  meet
future   operating  requirements  and  continue  to  service
existing  debt, preferred stock and common stock  dividends,
sinking  fund requirements and all or nearly all anticipated
construction requirements.

       IP's  capital  requirements  for  construction   were
approximately  $84 million and $92 million  during  the  six
months ended June 30, 1994 and 1993, respectively.

      Illinois  Power Company mortgage bonds  are  currently
rated  BBB  by  Duff & Phelps, Baa2 by Moody's  and  BBB  by
Standard & Poor's.  IP's preferred stock is currently  rated
BBB by Duff & Phelps, baa3 by Moody's and BBB- by Standard &
Poor's.   As  a  result  of  the  September  1993  write-off
relating to deferred Clinton post-construction costs,  based
upon  the most restrictive earnings test contained  in  IP's
First  Mortgage  and Deed of Trust, IP anticipates  that  it
will  be  prohibited from issuing additional first  mortgage
bonds  for  other  than refunding purposes until  September,
1994.  IP's ability to issue additional first mortgage bonds
for refunding purposes is similarly limited by this earnings
test  in cases where the bonds to be redeemed are not within
two  years of maturity.  Both Illinova and IP have  adequate
short- and intermediate-term bank borrowing capacity.

     IP  has current Board of Directors authorization to issue up
to  $255  million  of debt securities and  $156  million  of
preferred   stock.    Currently,   IP   has   received   ICC
authorization  to issue $117 million of debt securities  and
$56  million of preferred stock.  However, ICC authorization
to  issue  $5 million of debt securities and $56 million  of
preferred stock will expire in October of this year.

     Regulatory Matters

      See "1993 Gas Rate Case" under "Regulatory Matters" in
"Management's Discussion and Analysis of Financial Condition
and  Results of Operations" in IP's Report on Form 10-Q  for
the  quarter ended March 31, 1994, for a discussion  of  the
financial impacts of the ICC rate order issued on  April  6,
1994.

Results of Operations
                              
          Three Months Ended June 30, 1994 and 1993

      Electric Operations - The current quarter increase  of
$5.1  million  in  electric revenues  is  primarily  due  to
increased  sales to the industrial sector.  Total  kilowatt-
hour    sales   (excluding   interchange   and   sales    to
municipalities) increased 5.5% or 212 million kwh  from  the
second quarter 1993.  The primary reason for this result was
an  increase in industrial sales of 10.7% (218 million  kwh)
due  to  the  improving economic conditions throughout  IP's
territory.  Interchange revenues increased $3.2 million  due
to increased sales opportunities.

      The  current quarter cost of fuel for electric  plants
increased  $2.9  million and electric  generation  increased
6.4%.   The  increase  in  fuel  cost  was  attributable  to
increased  generation and the impact  of  the  Uniform  Fuel
Adjustment  Clause.  The equivalent availability of  Clinton
was   86%  and 99% for the three months ended June 30,  1994
and  1993,  respectively.  Clinton's decrease in  equivalent
availability  stems from a scheduled outage in  April  1994.
The  equivalent availability for IP's coal-fired plants  was
71%  and  76% for the three months ended June 30,  1994  and
1993,  respectively.  Power purchased and  interchanged  for
the  current quarter increased $3.6 million due to increased
sales opportunities.

     Gas Operations - Gas revenues decreased $9.2 million in
the second quarter of 1994 due to milder temperatures in the
latter  part  of the heating season and the effects  of  the
Uniform Gas Adjustment Clause.  Therm sales decreased  20.0%
(18  million therms) but was partially offset by an increase
in therms transported which resulted in only a 0.8% decrease
in  gas  consumption.  Residential sales decreased 14.3%  (7
million  therms),  commercial sales and transport  decreased
27.3%  (5 million therms) and industrial sales and transport
increased 19.7% (12 million therms).

      The  cost  of gas purchased for resale decreased  $9.8
million in the second quarter as a result of the effects  of
the  Uniform Gas Adjustment Clause, lower costs of  gas  and
decreased sales.

      Gas  bypass  (i.e.,  connection  by  the  natural  gas
customer   directly   to   a  pipeline,   "bypassing"   IP's
transportation service) continues to be actively  considered
and  utilized  by  several of IP's large customers.   IP  is
aggressively competing with the bypass options available  to
these customers in an attempt to minimize the potential loss
in earnings.

      Interest  on  Long-Term Debt  -  The  current  quarter
decrease  of  $2.4 million (6.3%) in interest  on  long-term
debt  is  due  to IP's 1993 refinancing of higher-cost  debt
with lower-cost debt.

      Earnings  per Common Share - The earnings  per  common
share  during  the second quarter of 1994 and 1993  resulted
from  the interaction of all other factors discussed  herein
and  lower  dividend requirements due to the  redemption  of
preferred stock  in 1994 and 1993.
           Six Months Ended June 30, 1994 and 1993
                              
      Electric  Operations - The current period increase  of
$35.2  million  in  electric revenues is primarily  due   to
increased  sales  across all classes  of  customers.   Total
kilowatt-hour  sales  (excluding interchange  and  sales  to
municipalities)  increased 8.3% or 640  million  kwh.   With
heating degree days being 3 percent less than last year  and
6 percent less than normal, weather had little impact on the
increases  in  both residential sales of 5.0%  (104  million
kwh)  and commercial sales of 3.6% (57 million kwh) and  can
largely  be  attributed  to  the reviving  economy  in  IP's
territory.   The  improving economy also contributed  to  an
increase  in sales for the industrial sector of  11.6%  (454
million  kwh).  Interchange revenues increased $7.7  million
mainly due to increased sales opportunities.

      The  current  period cost of fuel for electric  plants
increased  $17.3 million with electric generation increasing
4.8%.   The increase in fuel cost is a result of an increase
in  higher-cost fossil generation and a decrease  in  lower-
cost  nuclear  generation coupled with the  effects  of  the
Uniform Fuel Adjustment Clause.  The equivalent availability
of Clinton was 93% and 99% for the six months ended June 30,
1994 and 1993, respectively.  The equivalent availability of
IP's  coal-fired plants was 71% and 78% for the  six  months
ended June 30, 1994 and 1993, respectively.  Power purchased
and  interchanged for the period increased $9.6 million  due
to increased purchases and increased sales opportunities.

     Gas Operations - Gas revenues increased $4.0 million in
the  current period due mainly to the effects of the Uniform
Gas  Adjustment  Clause.   Therm  sales  increased  0.8%  (3
million  therms) and therms transported increased 20.3%  (21
million  therms) for a combined increase in gas  consumption
of  5.2%  (24  million therms).  Therm sales to  residential
customers  increased  3.5%  (8 million  therms),  commercial
sales  and  transport increased 3.2% (2 million therms)  and
industrial  therm  sales and transport  increased  9.4%  (14
million therms).

     Cost of gas purchased for resale increased $4.6 million
for the period.  Increased gas storage service costs due  to
increased gas injections and the effects of the Uniform  Gas
Adjustment Clause account for the increased costs.

     Miscellaneous - net - The year-to-date increase of $5.4
million   is   primarily   a  result   of   increased   coal
transportation  costs  related  to  the  1993  United   Mine
Workers' strike and the flooding in the Midwest.

      Earnings  per Common Share - The earnings  per  common
share  during  the six months ended June 30, 1994  and  1993
resulted from the interaction of all other factors discussed
and  lower  dividend requirements due to the redemptions  of
preferred stock in 1994 and 1993.



Item 1.   Legal Proceedings

     On  June 20, 1994, Illinois Power Company and 13  other
     utilities filed an action in the U.S. Court of  Appeals
     for  the District of Columbia circuit asking the  court
     to  rule  that the U.S. Department of Energy  (DOE)  is
     obligated  to  take  responsibility for  spent  nuclear
     fuel by January 31, 1998.

     The  Nuclear Waste Policy Act of 1982 obligated the DOE
     to  accept spent nuclear fuel by 1998.  Illinois  Power
     Company  and  the other utilities believe  the  DOE  is
     reneged  on  that  commitment, and  the  utilities  are
     asking  the  court to confirm the DOE's commitment  and
     to  order the DOE to develop and monitor a program with
     appropriate  deadlines.   Illinois  Power   based   its
     decision  to  build Clinton, in part, on the  assurance
     that  a  federal repository would be built and operated
     by  the  DOE.   Under the same Act, the  DOE  has  been
     collecting money from Illinois Power to pay for such  a
     repository.   The utilities have asked for relief  from
     the  ongoing funding requirements or to have an  escrow
     account established for future funds paid to DOE.

Item 6.   Exhibits and Reports on Form 8-K

     (a)       Exhibits

               None

     (b)       Reports on Form 8-K since March 31, 1994:

               An  IP Current Report on Form 8-K, dated  May
     27,  1994,  was  filed reporting under  Item  5,  Other
     Events.



                         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 Controler on behalf of 
                                     Illinova Corporation



Date:  August 10,  1994




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