ILLINOIS POWER CAPITAL L P
8-A12B, 1994-09-13
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-A

       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) OR (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934



                  ILLINOIS POWER CAPITAL, L.P.
- -----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)




     DELAWARE                                     37-1330733
- -----------------------------------------------------------------
(State of Incorporation                        (I.R.S. Employer
 or Organization)                             Identification No.)



     c/o Illinois Power Company
         500 South 27th Street
         Decatur, IL                              62525
- -----------------------------------------------------------------
(Address of Principal Executive Office)         (Zip Code)



 Securities to be registered pursuant to Section 12(b) of Act:

     Title of each class           Name of each exchange on which
     to be so registered           each class to be registered

___% Cumulative Monthly Income     The New York Stock Exchange,
Preferred Securities, Series A     Inc.




Securities to be registered pursuant to Section 12(g) of the Act:

                              NONE
- -----------------------------------------------------------------
                        (Title of class)
         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be Registered

     The securities to be registered hereby are ___% Cumulative
Monthly Income Preferred Securities, Series A (the "Preferred
Securities"), of Illinois Power Capital, L.P. ("Illinois
Capital"), a Delaware limited partnership.

          A description of the Preferred Securities is contained
in the Prospectus and Prospectus Supplements included in the
Registration Statement on Form S-3 (Registration Nos. 33-55165
and 55165-01), as first filed with the Securities and Exchange
Commission on August 19, 1994, and as amended by Pre-Effective
Amendment No. 1 on September 2, 1994.  Such description is
incorporated herein by reference.


Item 2.   Exhibits

          The Preferred Securities described herein are to be
registered on the New York Stock Exchange, on which no other
securities of Illinois Capital are registered.  Accordingly, the
following Exhibits required in accordance with Part II to the
Instructions as to Exhibits to Form 8-A have been duly filed with
the New York Stock Exchange.  Each Exhibit was previously filed
as indicated and is incorporated herein by reference.
Exhibit   
 Number            Description and Method of Filing
          
  1(a)    Registration Statement    Filed as Registration
          on Form S-3 filed by      Statement of Illinois Power
          Illinois Power Company    Company and Illinois Power
          and Illinois Power        Capital, L.P. (Reg. Nos. 33-
          Capital, L.P.             55165 and 55165-01).
                                    
  1(b)    Pre-Effective Amendment   Filed as Pre-Effective
          No. 1 to Registration     Amendment No. 1 to
          Statement on Form S-3     Registration Statement of
          filed by Illinois Power   Illinois Power Company and
          Company and Illinois      Illinois Power Capital,
          Power Capital, L.P.       L.P. (Reg. Nos. 33-55165
                                    and 55165-01).
                                    
  4(a)    Certificate of Limited    Filed as Exhibit 4(a) to
          Partnership of Illinois   Registration Statement of
          Power Capital, L.P.       Illinois Power Company and
                                    Illinois Power Capital,
                                    L.P. (Reg. Nos. 33-55165
                                    and 55165-01).
  4(b)    Agreement of Limited      Filed as Exhibit 4(b) to
          Partnership of Illinois   Registration Statement of
          Power Capital, L.P.       Illinois Power Company and
                                    Illinois Power Capital,
                                    L.P. (Reg. Nos. 33-55165
                                    and 55165-01).
                                    
  4(c)    Revised Form of Amended   Filed as Exhibit 4(c) to
          and Restated Agreement    Pre-Effective Amendment
          of Limited Partnership    No. 1 to Registration
          of Illinois Power         Statement of Illinois Power
          Capital, L.P.             Company and Illinois Power
                                    Capital, L.P. (Reg. Nos. 33-
                                    55165 and 55165-01).
                                    
  4(d)    Revised Form of Action    Filed as Exhibit 4(d) to
          of Illinois Power         Pre-Effective Amendment
          Company as General        No. 1 to Registration
          Partner of Illinois       Statement of Illinois Power
          Power Capital, L.P.,      Company and Illinois Power
          creating the Preferred    Capital, L.P. (Reg. Nos. 33-
          Securities.               55165 and 55165-01).
                                    
  4(e)    Form of Indenture         Filed as Exhibit 4(e) to
          between Illinois Power    Registration Statement of
          Company and The First     Illinois Power Company and
          National Bank of          Illinois Power Capital,
          Chicago.                  L.P. (Reg. Nos. 33-55165
                                    and 55165-01).
                                    
  4(f)    Form of Supplemental      Filed as Exhibit 4(f) to
          Indenture to Indenture    Registration Statement of
          to be used in connection  Illinois Power Company and
          with the issuance of      Illinois Power Capital,
          Subordinated Debentures   L.P. (Reg. Nos. 33-55165
          and fixed rate Preferred  and 55165-01).
          Securities.
          
  4(g)    Form of Supplemental      Filed as Exhibit 4(g) to
          Indenture to Indenture    Registration Statement of
          to be used in connection  Illinois Power Company and
          with the issuance of      Illinois Power Capital,
          Subordinated Debentures   L.P. (Reg. Nos. 33-55165
          and adjustable rate       and 55165-01).
          Preferred Securities.
          
  4(h)    Form of Subordinated      Filed as Exhibit 4(e) to
          Debenture (contained      Registration Statement of
          in the Form of            Illinois Power Company and
          Indenture).               Illinois Power Capital,
                                    L.P. (Reg. Nos. 33-55165
                                    and 55165-01).
                                    
  4(i)    Form of Guarantee         Filed as Exhibit 4(j) to
          Agreement with respect    Registration Statement of
          to the Preferred          Illinois Power Company and
          Securities.               Illinois Power Capital,
                                    L.P. (Reg. Nos. 33-55165
                                    and 55165-01).
                                    
  5(a)    Form of Preferred         Filed as Exhibit 4(c) to
          Security Certificate      Pre-Effective Amendment
          (contained in the         No. 1 to Registration
          Revised Form of Amended   Statement of Illinois Power
          and Restated Agreement    Company and Illinois Power
          of Limited Partnership    Capital, L.P. (Reg. Nos. 33-
          of Illinois Power         55165 and 55165-01).
          Capital, L.P.).


                           SIGNATURE

          Pursuant to the requirements of Section 12 of the
Securities Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned thereto duly authorized.


                                   ILLINOIS POWER CAPITAL, L.P.
                                   (Registrant)

                                   By:  ILLINOIS POWER COMPANY,
                                        as General Partner




                                   By:      /s/Alec G. Dreyer
                                   Name:    Alec G. Dreyer
                                   Title:   Controller

September 13, 1994.




























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