ILLINOVA CORP
8-K, 1995-08-28
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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)
                         August 11, 1995



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
--------------------------

Illinova  Corporation  (Illinova),   parent  of  Illinois   Power
Company  (IP),  has entered into an agreement in  principle  with
Soyland Power Cooperative (Soyland) for the possible purchase  of
Soyland's assets.  Under the proposal, IP would continue to  meet
the bulk power needs of the 21 electric distribution cooperatives
who  are members of and have requirements contracts with Soyland.
Soyland's   member   cooperatives  serve  approximately   160,000
customers throughout Illinois.

Under  the  proposal,  the bulk power rates to  Soyland's  member
cooperatives would be lowered, based on a reduction of  Soyland's
indebtedness to the Rural Utilities Service (formerly  the  Rural
Electrification Administration).  A significant reduction in this
debt  is  a condition of the potential transaction.  As proposed,
the  transaction would not involve cash, but only the  assumption
of   liabilities  in  return  for  assets.   If  the  outstanding
indebtedness   is   reduced  and  ongoing  negotiations   proceed
successfully in accordance with the parameters set forth  in  the
agreement  in  principle,  the  assets  acquired  would   include
Soyland's  13%  interest in the Clinton Power Station,  Soyland's
coal-fired plant having a generating capacity of approximately 26
megawatts,  and  two  diesel  generating  plants.   Still   under
negotiation  is  the  extent  to  which  the  sale  may   include
facilities used in transmission.

The  transaction  is  subject  to  further  negotiation  and  any
definitive agreement will be subject to regulatory approvals.



                           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:     August 28, 1995







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