ILLINOVA CORP
8-K, 1998-06-24
ELECTRIC SERVICES
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                                  UNITED STATES
                       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)
                                  June 24, 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 June 24,1998.



<PAGE>




For immediate release:        June 24, 1998

For more information:         Shirley J. Swarthout (217) 424-6400


                  ILLINOVA CHAIRMAN HAAB ANNOUNCES RETIREMENT;
               TUCSON ELECTRIC'S CHAIRMAN BAYLESS NAMED SUCCESSOR

         DECATUR,  Ill. - Illinova  Corp.  Chairman,  President and CEO Larry D.
Haab  announced  today  (June 24) that he will  retire in  August.  Haab will be
succeeded by Charles E. Bayless,  who is widely recognized as one of the utility
industry's  leading chief  executives and was recently  awarded  Financial World
magazine's CEO silver award.

         Bayless, 55, is current chairman,  president and CEO of Tucson Electric
Power,  based in Tucson,  Ariz.  Haab will hand over the titles of president and
CEO effective July 6 and on Aug. 12 the additional post of chairman.

         "I'm eager for the  opportunity  to lead  Illinova  into the new era of
electric  utility  deregulation,"  Bayless  said.  "As  a  strong  supporter  of
regulatory reform,  I've kept an eye on Illinova's  legislative  efforts for the
past several years, and the Company has proved itself an exceptionally effective
leader in this area. As Illinova's new president and CEO, I'm looking forward to
working with Illinova  employees to implement the  strategies  that will help us
realize our vision of becoming a leading total energy services company."

         Haab's  retirement  ends a career at Illinova and  Illinois  Power that
spanned  four  decades and  included  some of the most  dramatic  changes in the
company's  75-year history,  as well as some of the most dramatic changes in the
electric and natural gas utility industry.

         "I'm   proud  to  have   played  a   leadership   role  in   Illinova's
transformation," Haab said. "In a few short years, we've remade ourselves from a
local  utility into a company with  interests  across the country and around the
globe.  Now, as Illinois and the rest of the nation prepare to open their energy
markets to full competition,  I think it's an appropriate time to pass the reins
at Illinova into an individual who shares our vision."

         Robert M. Powers,  senior  member of the Illinova  board of  directors,
said, "We appreciate  Larry's  significant  contributions  to the board over his
years  of  service  as a  director,  and then CEO and  later as  chairman.  On a
personal  note,  we also  appreciate  and will  miss  his  personal  warmth  and
integrity."

         Bayless joined Tucson Electric Power in 1989 as a senior vice president
and chief financial  officer. A year later he was elected president and CEO, and
in January 1992, he was elected chairman of the board of directors. In the early
1990s, Bayless launched an extensive  organizational and financial restructuring
of the company,  and in recent years, he has led Tucson Electric in an effort to
allow Arizona utilities to compete in the electric energy market.

         Illinova Corp.,  headquartered in Decatur,  Ill., is an energy services
holding company with annual revenues of $2.5 billion.  Its subsidiaries  include
Illinois Power, an electric and natural gas utility; Illinova Generating,  which
invests in,  develops and operates  independent  power projects  worldwide;  and
Illinova Energy Partners,  which markets energy and  energy-related  services in
the United States and Canada.







<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/Leah Manning Stetzner
                                                     ---------------------------
                                                     Leah Manning Stetzner
                                                     General Counsel and
                                                     Corporate Secretary
                                  on behalf of
                                                     Illinova Corporation



Date:    June 24, 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/Leah Manning Stetzner
                                                     ---------------------------
                                                     Leah Manning Stetzner
                                                     Vice President, General
                                                     Counsel, and Corporate
                                                     Secretary on behalf of
                                                     Illinois Power Company



Date:    June 24, 1998




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