Item 1. Business 	 	 	 THE COMPANY AND ITS SUBSIDIARIES
CILCORP Inc. (CILCORP or the Company) was incorporated as a holding company in the state of Illinois in 1985. The financial condition and operating results of CILCORP primarily reflect the operations of Central Illinois Light Company (CILCO), the Company's principal business subsidiary. The Company's other core business subsidiary is Environmental Science & Engineering, Inc. (ESE). The Company also has two other first-tier subsidiaries, CILCORP Investment Management Inc. (CIM) and CILCORP Ventures Inc. (CVI), whose operations, combined with those of the holding company itself, are collectively referred to herein as Other Businesses.
The Company owns 100% of the common stock of CILCO. CILCO is engaged in the generation, transmission, distribution and sale of electric energy in an area of approximately 3,700 square miles in central and east- central Illinois, and the purchase, distribution, transportation and sale of natural gas in an area of approximately 4,500 square miles in central and east-central Illinois.
ESE, a wholly-owned subsidiary, was formed in February 1990 to conduct the environmental consulting and analytical services businesses acquired from Hunter Environmental Services, Inc. (Hunter) during that year. ESE provides engineering and environmental consulting, analysis and laboratory services to a variety of governmental and private customers. ESE has nine wholly-owned subsidiaries: Keck Instruments, Inc., which manufactures geophysical instruments used in environmental applications; Chemrox, Inc., which has reduced its presence in the ethylene oxide and chlorofluorocarbon control-equipment market by maintaining only a minimal staff, primarily to concentrate on warranty work; Keck Consulting Services, Inc., which is inactive; ESE Biosciences, Inc., whose on-site biological treatment of contaminated soil and groundwater is now performed by ESE; ESE Architectural Services, Inc., which provides architecture and design services; National Professional Casualty Co., which provides professional liability insurance to ESE; ESE International Ltd., which provides engineering and consulting services in foreign countries; ESE Michigan, Inc. which formerly conducted business as ESE Environmental Science and Engineering, Inc., provides the same services as its parent, ESE; and, Savannah Resources Inc., which acquired land that will be remediated and sold.
CIM, a wholly-owned subsidiary, manages the Company's investment portfolio. CIM manages seven leveraged lease investments through three wholly-owned subsidiaries: CILCORP Lease Management Inc. which was formed in 1985, and CIM Leasing Inc. and CIM Air Leasing Inc., which were both formed in 1993. CIM's other wholly-owned subsidiary is CIM Energy Investments Inc., which was formed in 1989 to invest in non- regulated, independent power production facilities (see Other Businesses).
CVI, a wholly-owned subsidiary, is a venture capital company which pursues investment opportunities in new ventures and the expansion of existing ventures in environmental services, biotechnology and health care. CVI has an 80% interest in Agricultural Research and Development Corporation and one wholly-owned subsidiary, CILCORP Energy Services, Inc. (CESI). CESI's primary business is the sale of carbon monoxide detectors to utilities for resale to their customers.
CILCORP Development Services Inc. (CDS) was organized to construct a steam production plant in Pekin, Illinois, which, following necessary regulatory approvals, was to be owned and operated by CILCO. CILCO now owns and operates this facility. CDS was dissolved voluntarily on December 28, 1994.
The following table summarizes the relative contribution of each business group to consolidated assets, revenue and net income for the year ended December 31, 1994.
CILCORP is an intrastate exempt holding company under the Public Utility Holding Company Act of 1935 (PUHCA). In 1989, the Securities and Exchange Commission (SEC) issued proposed rules, which, if adopted, would require CILCORP to apply for a formal exemptive order from the SEC or come within one of the proposed safe harbors by either seeking passage of Illinois legislation permitting diversification or reducing its interest in non-utility businesses to less than 10% of consolidated assets. The SEC has not taken any public action towards adopting final diversification rules since the proposed rules were issued. On November 3, 1994, the SEC issued a concept release soliciting comments on modernization of utility regulation under the PUHCA. This is part of a continuing effort by the SEC to evaluate the regulatory structure of the utility industry. Both regulatory and legislative changes are possible but cannot be predicted at this time. On February 6, 1995, the Company joined with several other companies in commenting on the concept release.
		BUSINESS OF CILCO
CILCO was incorporated under the laws of Illinois in 1913. CILCO's principal business is the generation, transmission, distribution and sale of electric energy in an area of approximately 3,700 square miles in central and east-central Illinois, and the purchase, distribution, transportation and sale of natural gas in an area of approximately 4,500 square miles in central and east-central Illinois.
In addition to its principal business, CILCO has two wholly-owned subsidiaries, CILCO Exploration and Development Company (CEDCO) and CILCO Energy Corporation (CECO). CEDCO was formed to engage in the exploration and development of gas, oil, coal and other mineral resources. CECO was formed to research and develop new sources of energy, including the conversion of coal and other minerals into gas. The operations of these subsidiaries are not currently significant.
CILCO is continuing to experience, in varying degrees, the impact of developments common to the electric and gas utility industries. These include uncertainties as to the future demand for electricity and natural gas, structural and competitive changes in the markets for these commodities, the high cost of compliance with environmental and safety laws and regulations and uncertainties in regulatory and political processes. At the same time, CILCO has sought to provide reliable service at reasonable rates for its customers and a fair return for its investors.
ELECTRIC SERVICE
CILCO furnishes electric service to retail customers in 138 Illinois communities (including Peoria, East Peoria, Pekin, Lincoln and Morton). At December 31, 1994, CILCO had approximately 192,000 retail electric customers.
In 1994, 68% of CILCO's total operating revenue was derived from the sale of electricity. Approximately 38% of electric revenue resulted from residential sales, 30% from commercial sales, 28% from industrial sales, 3% from sales for resale and 1% from other sales. Electric sales, particularly residential and commercial sales during the summer months, fluctuate based on weather conditions.
The electric operating revenues of CILCO were derived from the following sources:
CILCO owns and operates two coal-fired base load generating plants and two natural gas combustion turbine-generators which are used for peaking service. A 21 megawatt (MW) cogeneration plant at Midwest Grain Products, Inc. (MWG) is scheduled to begin generating electricity in June 1995 (see Item 2.

Item 2. Properties 			 CILCO
CILCO owns and operates two steam-electric generating plants and two combustion turbine-generators. These facilities had an available summer capability of 1,136 MW in 1994. In December 1993, CILCORP announced an agreement with MWG to develop a gas-fired cogeneration plant. The cogeneration plant at MWG began producing steam heat at that facility in December 1994. Installation of the 21 MW turbine-generator will be completed by mid-1995. The turbine generator will have an expected available summer capability of 16 MW. (See Electric Service under Item 1. Business.)
The major generating facilities of CILCO (representing 96.0% of CILCO's available summer generating capability projected for 1995), all of which are fueled with coal, are as follows:
CILCO's transmission system includes approximately 285 circuit miles operating at 138,000 volts, 48 circuit miles operating at 345,000 volts and 14 principal substations with an installed capacity of 3,364,200 kilovolt-amperes.
The electric distribution system includes approximately 6,212 miles of overhead pole and tower lines and 1,941 miles of underground distribution cables. The distribution system also includes 105 substations with an installed capacity of 2,003,485 kilovolt-amperes.
The gas system includes approximately 3,425 miles of transmission and distribution mains.
CILCO has an underground gas storage facility located about ten miles southwest of Peoria near Glasford, Illinois. The facility has a present recoverable capacity of approximately 4.5 billion cubic feet (BCF). An additional storage facility near Lincoln, Illinois, has a present recoverable capacity of approximately 5.2 BCF.
			 ESE
ESE owns approximately 55 acres of land in Gainesville, Florida, containing 110,000 square feet of offices, laboratory and other space. In Peoria, Illinois, ESE owns approximately 27,000 square feet of offices, laboratory and other space and leases approximately 21,000 square feet of additional space for offices. ESE and its subsidiaries lease additional facilities for offices, laboratories and warehouse space in 29 cities throughout the United States. ESE believes its facilities are suitable and adequate for its current businesses and does not expect to make any material acquisitions of real property in the near future. However, in 1995 ESE plans to spend $1.9 million to expand its Gainesville, Florida, laboratory by approximately 8,000 square feet.
Item 3.

Item 3. Legal Proceedings
Reference is made to the captions "Environmental Matters" and "Gas Pipeline Supplier Transition Costs" of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of CILCORP's 1994 Annual Report to Shareholders incorporated herein by reference, for certain pending legal proceedings and/or proceedings known to be contemplated by governmental authorities. Reference is also made to Note 9 - Rate Matters, included herein. Pursuant to CILCO's By- Laws, CILCO has advanced legal and other expenses actually and reasonably incurred by employees, and former employees, in connection with the investigation of CILCO's Springfield gas operations described in Note 9 - Rate Matters.
			 CILCO
On July 6, 1994, a lawsuit was filed against CILCO in a United States District Court by the current property owner, Vector-Springfield Properties, Ltd., seeking damages related to alleged coal tar contamination from a gas manufacturing plant formerly located at the site which was owned but never operated by CILCO. The lawsuit seeks cost recovery of more than $3 million related to coal tar investigation expenses, operating losses and diminution of market value. CILCO intends to vigorously defend these claims. For a further discussion of gas manufacturing plant sites refer to the caption "Environmental Matters" of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations on page 20 of CILCORP's 1994 Annual Report to Shareholders which is incorporated herein by reference. Management cannot currently determine the outcome of this litigation, but does not believe it will have a material adverse impact on CILCO's financial position or results of operations.
			 ESE
In June 1994, CILCORP, ESE and the lessor of a building in Shelton, Connecticut, concluded settlement negotiations which released ESE from future lease obligations and litigation related to that lease.
At the request of the South Carolina Department of Health and Environmental Control, the U.S. Department of Justice (DOJ) initiated an investigation into an alleged record-keeping violation at an office operated by ESE in Greenville, South Carolina. The office was closed in May 1993. Following its investigation, the DOJ referred this matter to the Attorney General of South Carolina for disposition as a civil matter. Management does not believe that this matter will have a material adverse impact on the Company's financial position or results of operations.
The Company and its subsidiaries are subject to certain claims and lawsuits in connection with work performed in the ordinary course of their businesses. Except as otherwise disclosed or referred to in this section, in the opinion of management, all such claims currently pending either will not result in a material adverse effect on the financial position and results of operations of the Company or are adequately covered by: (i) insurance; (ii) contractual or statutory indemnification, or (iii) reserves for potential losses.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
			 CILCORP
There were no matters submitted to a vote of security holders during the fourth quarter of 1994.
		 CILCO
There were no matters submitted to a vote of security holders during the fourth quarter of 1994.
		 Executive Officers of CILCORP
		 Age at Positions Held During Initial Name 3/31/95 Past Five Years Effective Date(2) 			 R. O. Viets 51 President and Chief 		 Executive Officer February 1, 1988 			 J. G. Sahn(1) 48 Vice President, General March 1, 1994 			 Counsel and Secretary 			 Vice President 			 and General Counsel February 1, 1989
R. J. Sprowls 37 Treasurer and 			 Assistant Secretary October 1, 1990 			 Treasurer - CILCO February 1, 1988 			 T. D. Hutchinson 40 Controller February 1, 1988 			 Notes:
(1) M. J. Murray served as Secretary and Assistant Treasurer from 	January 22, 1985, until February 28, 1994, when he retired and 	was replaced as Secretary by J. G. Sahn.
(2) The term of each executive officer extends to the organization 	meeting of CILCORP's Board of Directors following the next annual 	election of Directors.
		 Executive Officers of CILCO
		 Age as of Positions Held During Initial Name 3/31/95 Past Five Years(1) Effective Date(2)
R. W. Slone 59 Chairman of the Board, 			 President and Chief 			 Executive Officer April 23, 1991 			 President and Chief 			 Executive Officer February 1, 1988(3)
T. S. Kurtz 47 Vice President November 1, 1988(4)
T. S. Romanowski 45 Vice President October 1, 1986(4)
W. M. Shay 42 Vice President January 1, 1993(4)(5)
J. F. Vergon 47 Vice President October 1, 1986(4)(5)
W. R. Dodds 40 Treasurer and Manager 			 of Treasury Department October 1, 1990 			 Controller and Manager 			 of Accounting February 1, 1988 				 R. L. Beetschen 49 Controller and Manager 			 of Accounting October 1, 1990 			 Supervisor - General 			 Accounting May 1, 1988
J. G. Sahn 48 Secretary March 1, 1993
Notes:
(1) The officers listed have been employed by CILCO in executive or 	management positions for more than five years except Mr. Shay and 	Mr. Sahn. Mr. Shay was Vice President and Chief Financial Officer 	of CILCO's parent, CILCORP Inc., from August 15, 1988, through 	December 31, 1992. Mr. Sahn also serves as Vice President and 	General Counsel of CILCORP Inc., a position he has held since 	February 1, 1989. He was elected Secretary and Assistant 	Treasurer of CILCORP effective March 1, 1994.
(2) The term of each executive officer extends to the organization 	meeting of CILCO's Board of Directors following the next annual 	election of Directors.
(3) R. W. Slone will retire from CILCO effective April 1, 1995. He will be replaced by R. O. Viets as Chairman and Chief Executive 	Officer. Mr. Viets was previously Chairman of the Board of CILCO 	and also serves as President and Chief Executive Officer of 	CILCORP Inc.
(4) T. S. Kurtz, T. S. Romanowski, W. M. Shay and J. F. Vergon head the 	Electric Production Group, the Finance and Administrative Services 	Group, the Electric Operations Group and the Gas Operations Group, respectively. T. S. Romanowski also serves as CILCO's Principal 	Financial Officer. J. F. Vergon also serves as Chairman of the 	Board, President and Chief Executive Officer of CILCORP Investment 	Management Inc.
(5) Effective April 1, 1995, Mr. Shay and Mr. Vergon will become Group 	Presidents of Electric Operations and Gas Operations, respectively.
			 PART II
Item 5.

Item 5. Market for the Registrant's Common Equity and Related 	Stockholder Matters
			 CILCORP
The Company's common stock is listed on the New York and Chicago Stock Exchanges (ticker symbol CER). At December 31, 1994, there were 15,095 holders of record of the Company's common stock. The following table sets forth, for the periods indicated, the dividends per share of common stock and the high and low prices of the common stock as reported in New York Stock Exchange Composite Transactions.
The number of common shareholders of record as of March 10, 1995, was 14,954.
			 CILCO
CILCO's common stock is not traded on any market. As of March 10, 1995, 13,563,871 shares of CILCO's Common Stock, no par value, were issued, and outstanding and privately held, beneficially and of record, by CILCORP Inc.
CILCO's requirement for retained earnings before common stock dividends may be paid as described in Note 5 of CILCO's Notes to Financial Statements contained in Item 8. Financial Statements and Supplementary Data.
Item 6.

Item 7. Management's Discussion and Analysis of Financial Condition and 	Results of Operations
The information under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 27 of CILCORP's 1994 Annual Report to Shareholders is incorporated herein by reference.
Item 8.

Item 8.: Financial Statements and Supplementary Data
The financial statements on pages 29 through 44 and Management's Report to the Stockholders of CILCORP Inc. on page 28 of CILCORP's 1994 Annual Report to Shareholders are incorporated herein by reference.
Index to Financial Statements: 			 CILCORP							 Page
Report of Independent Public Accountants on Schedules 30
				 CILCO Management's Report 31 Report of Independent Public Accountants 32 Consolidated Statements of Income 33 Consolidated Balance Sheets 34-35 Consolidated Statements of Cash Flows 36-37 Consolidated Statements of Retained Earnings 38 Statements of Segments of Business 39-40 Notes to Consolidated Financial Statements 41-52
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
To CILCORP Inc.:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in CILCORP Inc.'s Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 3, 1995. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The financial statement schedules listed in Item 14(a)2 are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Our report on the financial statements includes an explanatory paragraph with respect to the change in the method of accounting for income taxes, effective January 1, 1993, as discussed in Note 2 to the financial statements.
					 ARTHUR ANDERSEN LLP
Chicago, Illinois February 3, 1995
MANAGEMENT'S REPORT
The accompanying financial statements and notes for CILCO and its consolidated subsidiaries have been prepared by management in accordance with generally accepted accounting principles. Estimates and judgments used in developing these statements are the responsibility of management. Financial data presented throughout this report is consistent with these statements.
CILCO maintains a system of internal accounting controls which management believes is adequate to provide reasonable assurance as to the integrity of accounting records and the protection of assets. Such controls include established policies and procedures, a program of internal audit and the careful selection and training of qualified personnel.
The financial statements have been audited by CILCO's independent public accountants, Arthur Andersen LLP. Their audit was conducted in accordance with generally accepted auditing standards and included an assessment of selected internal accounting controls only to determine the scope of their audit procedures. The report of the independent public accountants is contained in this Form 10-K annual report.
The Audit Committee of the CILCORP Inc. Board of Directors, consisting solely of outside directors, meets periodically with the independent public accountants, internal auditors and management to review accounting, auditing, internal accounting control and financial reporting matters. The independent public accountants have direct access to the Audit Committee. The Audit Committee meets separately with the independent public accountants.
		 				 R. W. Slone 		 R. W. Slone 				 Chairman of the Board, 				 President and Chief 					 Executive Officer
				 T. S. Romanowski 				 T. S. Romanowski 				 Vice President and Chief 					 Financial Officer
				 R. L. Beetschen 				 R. L. Beetschen 				 Controller and Manager of 					 Accounting
		 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Central Illinois Light Company:
We have audited the accompanying consolidated balance sheets of Central Illinois Light Company (an Illinois corporation) and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, cash flows, segments of business, and retained earnings for each of the three years in the period ended December 31, 1994. These financial statements and the schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Illinois Light Company and subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The financial statement schedules listed in Item 14(a)2 are presented for purposes of complying with the Securities and Exchange Commission's rules and are not a required part of the basic financial statements. These financial statement schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
As explained in Note 2 to the Financial Statements, effective January 1, 1993, the Company changed its method of accounting for income taxes.
					 ARTHUR ANDERSEN LLP Chicago, Illinois February 3, 1995
Central Illinois Light Company Consolidated Statements of Income
	CENTRAL ILLINOIS LIGHT COMPANY 	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of CILCO include the accounts of CILCO and its subsidiaries, CILCO Exploration and Development Company and CILCO Energy Corporation. CILCO is a subsidiary of CILCORP Inc. Prior year amounts have been reclassified on a basis consistent with the 1994 presentation.
REGULATION
CILCO is a public utility subject to regulation by the Illinois Commerce Commission and the Federal Energy Regulatory Commission with respect to accounting matters, and maintains its accounts in accordance with the Uniform System of Accounts prescribed by these agencies.
As a regulated public utility, CILCO is subject to the provisions of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent the probable future revenues to CILCO resulting from the ratemaking action of regulatory agencies. Net regulatory liabilities are approximately $60 million (see Note 2). At December 31, 1994, and 1993, the regulatory assets included on the Consolidated Balance Sheets were as follows:
OPERATING REVENUES, FUEL COSTS AND COST OF GAS
Electric and gas revenues include service provided but unbilled at year end. Substantially all electric rates and gas system sales rates of CILCO include a fuel adjustment clause and a purchased gas adjustment clause, respectively. These clauses provide for the recovery of changes in electric fuel costs, excluding coal transportation, and changes in the cost of gas on a current basis in billings to customers. CILCO adjusts the cost of fuel and cost of gas to recognize over or under recoveries of allowable costs. The cumulative effects are deferred on the Balance Sheets as a current asset or current liability (see Regulation, above) and adjusted by refunds or collections through future billings to customers.
CONCENTRATION OF CREDIT RISK
CILCO, as a public utility, must provide service to customers within its defined service territory and may not discontinue service to residential customers when certain weather conditions exist. CILCO continually reviews customers' credit worthiness and requests deposits or refunds deposits based on that review. At December 31, 1994, CILCO had net receivables of $30.5 million, of which approximately $5.1 million was due from its major industrial customers.
TRANSACTIONS WITH AFFILIATES
CILCO, which is a subsidiary of CILCORP, incurs certain corporate expenses such as legal, shareholder and accounting fees on behalf of CILCORP and its other subsidiaries. These expenses are billed monthly to CILCORP and its other subsidiaries based on specific identification of costs except for shareholder-related costs which are based on the relative equity percentages of CILCORP and its subsidiary corporations. A return on CILCO assets used by CILCORP and its other subsidiaries is also calculated and billed monthly. Total billings to CILCORP and its other subsidiaries amounted to $2.4 million, $2.3 million and $3.3 million in 1994, 1993 and 1992, respectively.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
The allowance, representing the cost of equity and borrowed funds used to finance construction, is capitalized as a component of the cost of utility plant. The amount of the allowance varies depending on the rate used and the size and length of the construction program. The Uniform System of Accounts defines AFUDC, a non-cash item, as the net cost for the period of construction of borrowed funds used for construction purposes and a reasonable rate upon other funds when so used. On the income statement, the cost of borrowed funds capitalized is reported as a reduction of total interest expense and the cost of equity funds capitalized is reported as other income. In accordance with the FERC formula, the composite AFUDC rates used in 1994, 1993 and 1992 were 8.0%, 3.5% and 5.7%, respectively.
DEPRECIATION AND MAINTENANCE
Provisions for depreciation of utility property for financial reporting purposes are based on straight-line composite rates. The annual provisions for utility plant depreciation, expressed as a percentage of average depreciable utility property, were as follows:
Utility maintenance and repair costs are charged directly to expense. Renewals of units of property are charged to the utility plant account, and the original cost of depreciable property replaced or retired, together with the removal cost less salvage, is charged to the accumulated provision for depreciation.
INCOME TAXES
CILCO follows a policy of comprehensive interperiod income tax allocation. Investment tax credits related to utility property have been deferred and are being amortized over the estimated useful lives of the related property. CILCORP and its subsidiaries file a consolidated federal income tax return. Income taxes are allocated to the individual companies based on their respective taxable income or loss.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CILCO considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents for purposes of the Consolidated Statements of Cash Flows.
CILCO-OWNED LIFE INSURANCE POLICIES
The following amounts related to CILCO-owned life insurance contracts, issued by one major insurance company, are recorded on the Consolidated Balance Sheets:
Interest expense related to borrowings against CILCO-owned life insurance, included in CILCO-owned Life Insurance, Net on the Consolidated Statements of Income, was $2 million, $1.4 million and $.9 million for 1994, 1993 and 1992, respectively.
NOTE 2 - INCOME TAXES
CILCO adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109), on January 1, 1993. SFAS 109 requires the use of the liability method to account for income taxes. Under the liability method, deferred income taxes are recognized at currently enacted income tax rates to reflect the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Temporary differences occur because the income tax law either requires or permits certain items to be reported on CILCO's income tax return in a different year than they are reported in the financial statements. Adoption of SFAS 109 did not have a material impact on CILCO's financial position, results of operations or cash flows; however, the adoption of SFAS 109 required reclassification of accumulated deferred income taxes on CILCO's Balance Sheet. CILCO established a regulatory liability to account for the net effect of expected future regulatory actions related to unamortized investment tax credits, income tax liabilities initially recorded at tax rates in excess of current rates, the equity component of Allowance for Funds Used During Construction and other items for which deferred taxes had not previously been provided. The temporary differences related to the consolidated net deferred income tax liability at December 31, 1994, December 31, 1993 and January 1, 1993, were as follows:
Of the $6,888,000 increase in the net deferred income tax liability at December 31, 1994, from December 31, 1993, $2,592,000 is due to current year deferred federal and state income tax expense. The remainder is attributable to the decrease in the net regulatory deferred tax liability which is principally due to changes in temporary differences for which deferred taxes were not previously provided.
NOTE 3 - POSTEMPLOYMENT BENEFITS
POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS AND HEALTH CARE
On January 1, 1994, CILCO adopted Statement of Financial Accounting Standards No. 112, "Employer's Accounting for Postemployment Benefits" (SFAS 112). This standard requires accrual of benefits other than pensions or health care provided to former or inactive employees. CILCO recorded a liability of approximately $1.5 million of which $1 million represents the cumulative effect of applying SFAS 112. Of the $1.5 million, $.4 million has been capitalized.
PENSION BENEFITS
Substantially all of CILCO's full-time employees, including those assigned to the Holding Company, are covered by trusteed, non-contributory defined benefit pension plans. Benefits under these qualified plans reflect the employee's years of service, age at retirement and maximum total compensation for any consecutive sixty-month period prior to retirement. CILCO also has an unfunded nonqualified plan for certain employees.
Provisions for pension expense are determined under the rules prescribed by Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions" (SFAS 87), including the use of the projected unit credit actuarial cost method. SFAS 87 requires employers to recognize an additional minimum liability on the Balance Sheets for plans in which the accumulated benefit obligation exceeds the fair value of plan assets.
POSTEMPLOYMENT HEALTH CARE BENEFITS
Provisions for postemployment benefits expenses are determined under the rules of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106).
Substantially all of CILCO's full-time employees, including those assigned to the Holding Company, are currently covered by a trusteed, non-contributory defined benefit postemployment health care plan. The plan pays stated percentages of most necessary medical expenses incurred by retirees, after subtracting payments by Medicare or other providers and after a stated deductible has been met. Participants become eligible for the benefits if they retire from CILCO after reaching age 55 with 10 or more years of service.
For measurement purposes, a health care cost trend rate of 9% annually was assumed for 1994; the rate was assumed to decrease to 8% for 1995, then decrease gradually to 6% by 2020 and remain at that level thereafter.
Increasing the assumed health care cost trend rate by 1% in each year would increase the accumulated postemployment benefit obligation at December 31, 1994, by $2.9 million and the aggregate of the service and interest cost components of net postemployment health care cost for 1994 by $265,000. The discount rate used in determining the accumulated postemployment benefit obligation at December 31, 1994, was 8% and at December 31, 1993, was 7%. The weighted average expected return on assets net of taxes was 8.1%, where taxes are assumed to decrease return by 0.4%.
NOTE 4 - SHORT-TERM DEBT
CILCO had arrangements for bank lines of credit totaling $30.4 million at December 31, 1994, all of which were unused. These lines of credit consisted of $7 million maintained by compensating balances and $23.4 million maintained by commitment fees ranging from 1/16 to 2/16 of 1% per annum in lieu of balances. The compensating bank balance arrangements provide that CILCO maintain bank deposits to average annually 3% to 5% of the line, such balances being available to CILCO for operating purposes and as compensation to the bank for other bank services. These bank lines of credit also support CILCO's issuance of commercial paper. Short-term borrowings consisted of commercial paper totaling $23.4 million and $12.4 million at December 31, 1994 and 1993, respectively.
NOTE 5 - RETAINED EARNINGS
CILCO's Articles of Incorporation provide that no dividends shall be paid on the common stock if, at the time of declaration, the balance of retained earnings does not equal at least two times the annual dividend requirement on all outstanding shares of preferred stock. The amount of retained earnings so required at December 31, 1994, was $6.7 million.
NOTE 6 - PREFERRED STOCK
All classes of preferred stock are entitled to receive cumulative dividends and rank equally as to dividends and assets, according to their respective terms.
The total annual dividend requirement for preferred stock outstanding at December 31, 1994, is $3.3 million, assuming a continuation of the auction dividend rate at December 31, 1994, for the flexible auction rate series.
PREFERRED STOCK WITHOUT MANDATORY REDEMPTION
The call provisions of preferred stock redeemable at CILCO's option outstanding at December 31, 1994, are as follows:
PREFERRED STOCK WITH MANDATORY REDEMPTION
CILCO's 5.85% Class A preferred stock may be redeemed in 2003 at $100 per share. A mandatory redemption fund must be established on July 1, 2003. The fund will provide for the redemption of 11,000 shares for $1.1 million on July 1 of each year through July 1, 2007. On July 1, 2008, the remaining 165,000 shares will be retired for $16.5 million.
PREFERENCE STOCK, CUMULATIVE
No Par Value, Authorized 2,000,000 shares, of which none have been issued.
NOTE 7 - LONG-TERM DEBT
CILCO's first mortgage bonds are secured by a lien on substantially all of its property and franchises. Unamortized borrowing expense, premium and discount on outstanding long-term debt are being amortized over the lives of the respective issues.
Scheduled maturities of long-term debt for 1996-1999 are $16 million, $20 million, $10.6 million and $0, respectively.
The 1995 maturities of long-term borrowings have been classified as current liabilities.
NOTE 8 - COMMITMENTS & CONTINGENCIES
CILCO's 1995 capital expenditures for utility plant are estimated to be $69 million, in connection with which CILCO has normal and customary purchase commitments at December 31, 1994.
CILCO's policy is to act as a self-insurer for certain insurable risks resulting from employee health and life insurance programs.
In August 1990, CILCO entered into a firm, wholesale power purchase agreement with Central Illinois Public Service Company (CIPS). This agreement, which expires in 1998, provides for an initial purchase of 30 megawatts (MW) of capacity, increasing to 90 MW in 1997. CILCO can increase purchases to a maximum of 100 MW during the contract period, provided CIPS then has the additional capacity available. In November 1992, CILCO entered into a limited-term power agreement to purchase 100 MW of CIPS's capacity from June 1998 through May 2002. At CILCO's request, purchases may be increased to a maximum of 150 MW during the contract period, provided CIPS has the additional capacity available.
For a discussion of former gas manufacturing sites, refer to the caption "Environmental Matters" of Item 7 of Management's Discussion and Analysis of Financial Condition and Results of Operations on page 20 of CILCORP's 1994 Annual Report which is incorporated herein by reference.
NOTE 9 - RATE MATTERS
In December 1994, the Illinois Commerce Commission (ICC) issued a rate order designed to grant CILCO a $10.6 million, or 6.7% annual increase in gas base rate revenues. The order represents approximately 75% of CILCO's original rate increase request filed in January 1994. The new rates, designed to yield an 11.82% return on common equity and a 9.24% return on rate base, were effective the week of December 12, 1994. The ICC denied requests for rehearing which had been filed by CILCO and other parties. No party has appealed the ICC order, and the time for appeal has expired.
As a part of its rate order, the ICC disallowed approximately $7.5 million of CILCO's $24 million investment in the Springfield, Illinois, cast iron main renewal project. To reflect the disallowance, CILCO recorded a pre-tax charge of approximately $7.5 million ($4.5 million after-tax) against 1994 earnings.
In mid-1992, after a significant number of leaks were detected in CILCO's Springfield cast iron gas distribution system, CILCO began a detailed examination of its Springfield gas distribution system and related operating practices and procedures. CILCO thereafter began an aggressive program to renew its Springfield gas cast iron main system. This project was substantially completed by September 30, 1993.
The ICC staff began an informal review of CILCO's Springfield gas operations and record-keeping practices in September 1992. Subsequently, the U.S. Department of Transportation (DOT) and the U.S. Department of Justice (DOJ) began conducting investigations of CILCO which were also focused principally on CILCO's Springfield gas operations and its record-keeping practices.
On September 16, 1994, CILCO entered into a federal court civil consent decree with the DOJ which concluded the DOT and DOJ investigations of CILCO. As a part of the settlement with the DOJ, CILCO accepted adjustments recommended by the ICC staff which resulted in a net disallowance from CILCO's gas rate base of approximately $4.6 million of the cost of the Springfield cast iron main renewal project. This charge is part of the $7.5 million disallowance included in the December 1994 rate order. In addition to the rate base disallowance, CILCO agreed to pay an $844,000 civil fine to the United States and agreed to reimburse the ICC, the DOT and the DOJ $156,000 for the costs of their investigations. CILCO also agreed to underwrite the reasonable expense of an outside expert, to be selected by the ICC, to examine its gas operations manuals and systems to ensure they are in compliance with all applicable statutes and regulations. CILCO estimates the cost of the audit will be $350,000. Management expects the audit to conclude by the end of 1995.
The DOJ agreed not to seek any additional civil or criminal penalties from CILCO or the Company. The ICC staff also agreed not to seek any additional enforcement penalties from CILCO or the Company. CILCO agreed to continue to cooperate with the DOJ in its investigation and prosecution of any individuals who may be responsible for willful violations of any applicable statute or regulation.
For a discussion of other gas and electric rate matters refer to information under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations of CILCORP's 1994 Annual Report to Shareholders, which is incorporated herein by reference.
NOTE 10 - LEASES
CILCO leases certain equipment, buildings and other facilities under capital and operating leases. Minimum future rental payments under non-cancelable capital and operating leases having remaining terms in excess of one year as of December 31, 1994, are $21 million in total. Payments due during the years ending December 31, 1995, through December 31, 1999, are $5.3 million, $3.5 million, $2.9 million, $2.8 million and $2.7 million, respectively.
NOTE 11 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following quarterly operating results are unaudited, but, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of CILCO's operating results for the periods indicated. The results of operations for each of the fiscal quarters are not necessarily comparable to, or indicative of, the results of an entire year due to the seasonal nature of CILCO's business.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and 	 Financial Disclosure
			 CILCORP
Not applicable. 			 CILCO
Not applicable.
			 PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant
			 CILCORP
The information required by Item 10 relating to directors is set forth in the Company's definitive proxy statement for its 1995 Annual Meeting of Stockholders filed with the Commission pursuant to Regulation 14A. Such information is incorporated herein by reference to the material appearing under the caption "Election of Directors" of such proxy statement. Information required by Item 10 relating to executive officers of the Company is set forth under a separate caption in Part I hereof.
			 CILCO
The information required by Item 10 relating to directors is set forth in CILCO's definitive proxy statement for its 1995 Annual Meeting of Stockholders filed with the Commission pursuant to Regulation 14A. Such information is incorporated herein by reference to the material appearing under the caption "Election of Directors" of such proxy statement. Information required by Item 10 relating to executive officers of CILCO is set forth under a separate caption in Part I hereof.
Item 11.

Item 11. Executive Compensation
			 CILCORP
The Company has filed with the Commission a definitive proxy statement pursuant to Regulation 14A. The information required by Item 11 is incorporated herein by reference to the material appearing under the caption "Executive Compensation" of such proxy statement.
			 CILCO
CILCO has filed with the Commission a definitive proxy statement pursuant to Regulation 14A. The information required by Item 11 is incorporated herein by reference to the material appearing under the caption "Executive Compensation" of such proxy statement.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and 	 Management 			 CILCORP
The Company has filed with the Commission a definitive proxy statement pursuant to Regulation 14A. The information required by Item 12 is incorporated herein by reference to the material appearing under the caption "Voting Securities and Principal Holders" of such proxy statement.
			 CILCO
CILCO has filed with the Commission a definitive proxy statement pursuant to Regulation 14A. The information required by Item 12 is incorporated herein by reference to the material appearing under the caption "Voting Securities and Principal Holders" of such proxy statement.
Item 13.

Item 13. Certain Relationships and Related Transactions
			 CILCORP
CILCORP Inc. (CILCORP or Company), a holding company, is the parent of its direct subsidiaries Central Illinois Light Company (CILCO), CILCORP Investment Management Inc., CILCORP Ventures Inc. and Environmental Science & Engineering, Inc. (ESE). In the course of business, the Company carries on certain relations with affiliated companies such as shared facilities, utilization of employees and other business transactions. Central Illinois Light Company is reimbursed at cost by the Company and the other subsidiaries for any services it provides.
ESE and the Holding Company entered into an agreement to consolidate ESE's outstanding debt. Under this agreement, ESE can draw on a $15 million revolving line of credit which expires May 2, 1996. At December 31, 1994, ESE had $5.6 million borrowed from CILCORP under this agreement. ESE also borrowed $20 million from the Holding Company on a term credit basis with the principal due May 2, 1998.
At December 31, 1994, CILCORP guaranteed $21 million of outstanding debt of CILCORP Lease Management Inc. CILCORP receives a fee for the guarantee.
CIM has guaranteed the performance of CIM Leasing Inc. and CIM Air Leasing Inc. with respect to certain obligations arising from the leveraged lease investments held by these subsidiaries.
			 CILCO
Certain members of the Board of Directors of CILCORP Inc. are also members of the Board of Directors of CILCO and the Secretary of CILCO is also Vice President, General Counsel and Secretary of CILCORP Inc.
			 PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 	 8-K
			 CILCORP 				 			 Page in 							 Annual Report to 						 Shareholders (a) 1. Financial Statements 	 The following statements are included in 	 Exhibit 13 of this filing and are incorporated 	 herein by reference from CILCORP Inc.'s 1994 	 Annual Report:
	 Management's Report 28 	 Report of Independent Public Accountants 28 	 Consolidated Statements of Income for the three 	 years ended December 31, 1994 29
	 Consolidated Balance Sheets as of 	 December 31, 1994, and December 31, 1993 30-31 	 	 Consolidated Statements of Segments of Business for 	 the three years ended December 31, 1994 32-33 				 	 Consolidated Statements of Cash Flows for the three 	 years ended December 31, 1994 34 			 	 Consolidated Statements of Common Stockholders' Equity 	 for the three years ended December 31, 1994 35 		 	 Notes to the Consolidated Financial Statements 36-44
(a) 2. Financial Statement Schedules
	 The following schedules are included herein: Page No. 							 Form 10-K 	 	 Schedule II - Valuation and Qualifying Accounts 			 and Reserves for the three years 			 ended December 31, 1994 59
	 Schedule XIII -Investment in Leveraged Leases at 			 December 31, 1994 61
	 Other schedules are omitted because of the absence of 	 conditions under which they are required or because the 	 required information is given in the financial statements 	 or notes thereto.
(a) 3. Exhibits
*(3) Articles of Incorporation (Designated in Form 10-K for the 	 year ended December 31, 1991, File No. 1-8946, as Exhibit 	3)).
(3)a By-laws as amended effective August 20, 1993.
***(4) Instruments defining the rights of security holders, including 	indentures
*(10) CILCO Executive Deferral Plan as amended through February 22, 	1994. (Designated in Form 10-K for the year ended December 31, 1993, File No. 1-8946, as Exhibit (10)). 	 *(10)a Executive Deferral Plan II (Designated in Form 10-K for the 	 year ended December 31, 1989, File No. 1-8946, as Exhibit 	(10)b). 	 (10)b CILCORP Economic Value Added Incentive Compensation Plan 	 (Adopted February 29, 1989 & Revised January 29, 1991.)
(10)c CILCORP Compensation Protection Plan. (Adopted June 28, 1994.)
*(10)d CILCO Benefit Replacement Plan (Designated in Form 10-K for the 	year ended December 31, 1991, File No. 1-8946, as Exhibit 	(10)e).
*(10)e CILCORP Deferred Compensation Stock Plan (Designated in Form 	10-K for the year ended December 31, 1991, File No. 1-8946, as 	 Exhibit (10)f).
*(10)f Shareholder Return Incentive Compensation Plan (included as 	part of Company's definitive proxy in 1993 Annual Meeting of 	Stockholders, filed with the Commission on March 26, 1993.)
(12) Computation of Ratio of Earnings to Combined Fixed Charges and 	Preferred Stock Dividends 							 Page No. 							 Form 10-K
(13) Annual Report to Security Holders 66
(24) Consent of Arthur Andersen LLP 67
(25) Power of Attorney
(27) CILCORP Inc. Consolidated Financial Data Schedule
(b) 3. Reports on Form 8-K 	Form 8-K was filed on December 12, 1994, to disclose the 	issuance by the ICC of a rate order designed to grant CILCO a 	$10.6 million, or 6.7%, annual increase in gas base rate 	revenues.
* These exhibits have been previously filed with the Securities and Exchange Commission (SEC) as exhibits to registration statements or to other filings of CILCORP or CILCO with the SEC and are incorporated herein as exhibits by reference. The file number and exhibit number of each such exhibit (where applicable) are stated in the description of such exhibit.
*** Pursuant to Paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, the Company has not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt as the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis, but hereby agrees to furnish to the SEC on request any such instruments.
			 CILCO
							 Page No. 							 Form 10-K (a) 1. Financial Statements
	The following are included herein:
	Management's Report 31
	Report of Independent Public Accountants 32
	Consolidated Statements of Income for the three years 	 ended December 31, 1994 33
	Consolidated Balance Sheets as of December 31, 1994 and 	 December 31, 1994 34-35 			 	Consolidated Statements of Cash Flows for the three 	 years ended December 31, 1994 36-37 			 	Consolidated Statements of Retained Earnings for the 	 three years ended December 31, 1994 38
	Consolidated Statements of Segments of Business for 	 the three years ended December 31, 1994 39-40 			 	Notes to the Consolidated Financial Statements 41-52
(a) 2. Financial Statement Schedules 	The following schedule is included herein:
	Schedule II - Valuation and Qualifying Accounts and 			Reserves for the three years ended 			December 31, 1994 60
	Other schedules are omitted because of the absence of 	conditions under which they are required or because the 	required information is given in the financial statements 	or notes thereto.
(a) 3. Exhibits
(3) Articles of Incorporation as amended July 26, 1993.
(3)a Bylaws as amended effective April 26, 1994.
*(4) Indenture of Mortgage and Deed of Trust between Illinois Power 	Company and Bankers Trust Company, as Trustee, dated as of 	April 1, 1933, Supplemental Indenture between the same parties 	dated as of June 30, 1933, Supplemental Indenture between the 	Company and Bankers Trust Company, as Trustee, dated as of 	July 1, 1933 and Supplemental Indenture between the same 	parties dated as of January 1, 1935, securing First Mortgage 	Bonds, and indentures supplemental to the foregoing through 	November 1, 1994. (Designated in Registration No. 2-1937 as 	 Exhibit B-1, in Registration No. 2-2093 as Exhibit B-1(a), in 	Form 8-K for April 1940, File No. 1-2732-2, as Exhibit A, in 	Form 8-K for December 1949, File No. 1-2732-2, as Exhibit A, 	in Form 8-K for December 1951, File No. 1-2732, as Exhibit A, 	in Form 8-K for July 1957, File No. 1-2732, as Exhibit A, in 	Form 8-K for July 1958, File No. 1-2732, as Exhibit A, in Form 	8-K for March 1960, File No. 1-2732, as Exhibit A, in Form 8-K 	for September 1961, File No. 1-2732, as Exhibit B, in Form 8-K 	for March 1963, File No. 1-2732, as Exhibit A, in Form 8-K for 	February 1966, File No. 1-2732, as Exhibit A, in Form 8-K for 	March 1967, File No. 1-2732, as Exhibit A, in Form 8-K for 	August 1970, File No. 1-2732, as Exhibit A, in Form 8-K for 	September 1971, File No. 1-2732, as Exhibit A, in Form 8-K for 	September 1972, File No. 1-2732, as Exhibit A, in Form 8-K for 	April 1974, File No. 1-2732, as Exhibit 2(b), in Form 8-K for 	June 1974, File No. 1-2732, as Exhibit A, in Form 8-K for 	March 1975, File No. 1-2732, as Exhibit A, in Form 8-K for May 	1976, File No. 1-2732, as Exhibit A, in Form 10-Q for the 	 quarter ended June 30, 1978, File No. 1-2732, as Exhibit 2, in 	Form 10-K for the year ended December 31, 1982, File No. 1- 	2732, as Exhibit (4)(b), in Form 8-K dated January 30, 1992, 	File No. 1-2732, as Exhibit (4) in Form 8-K dated January 29, 	1993, File No. 1-2732, as Exhibit (4) and in Form 8-K dated 	December 2, 1994, File No. 1-2732, as Exhibit (4).)
*(4)a Supplemental Indenture dated November 1, 1994. (Designated in 	Form 8-K dated November 1, 1994, File No. 1-2732, as Exhibit 	(4).)
*(10) CILCO Executive Deferral Plan as amended February 22, 1994. 	(Designated in Form 10-K for the year ended December 31, 1993, 	File No. 1-2732, as Exhibit (10).)
*(10)a Executive Deferral Plan II. (Designated in Form 10-K for the 	 year ended December 31, 1989, File No. 1-2732, as Exhibit 	(10)b.)
*(10)b CILCO Compensation Protection Plan. (Designated in Form 10-K 	for the year ended December 31, 1990, File No. 1-2732, as 	Exhibit (10)c.)
*(10)c CILCO Deferred Compensation Stock Plan. (Designated in Form 	10-K for the year ended December 31, 1990, File No. 1-2732, as Exhibit (10)d.)
*(10)d CILCO Economic Value Added Incentive Compensation Plan. 	(Designated in Form 10-K for the year ended December 31, 1990, 	File No. 1-2732, as Exhibit (10)e.)
*(10)e Benefit Replacement Plan. (Designated in Form 10-K for the 	year ended December 31, 1991, File No. 1-2732, as Exhibit 	(10)f.)
*(10)f Shareholder Return Incentive Compensation Plan (included as part of CILCORP Inc.'s definitive proxy in 1993 Annual Meeting 	of Stockholders, filed with the Commission on March 26, 1993.)
(12) Computation of Ratio of Earnings to Fixed Charges
(25) Power of Attorney
(27) Central Illinois Light Company Financial Data Schedule
(b) 3. Reports on Form 8-K 		 	A Form 8-K was filed on December 2, 1994, to disclose a Form 	of Distribution Agreement and Supplemental Indenture dated as 	of November 1, 1994.
	A Form 8-K was filed on December 12, 1994, to disclose the 	issuance by the ICC of a rate order designed to grant CILCO a 	$10.6 million, or 6.7%, annual increase in gas base rate 	revenues.
*These exhibits have been previously filed with the Securities and Exchange Commission (SEC) as exhibits to registration statements or to other filings of CILCO with the SEC and are incorporated herein as exhibits by reference. The file number and exhibit number of each such exhibit (where applicable) are stated in the description of such exhibit.
SCHEDULE II

SCHEDULE II
SCHEDULE XIII
			 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
	 					 CILCORP INC.
March 13, 1995 By R. O. Viets 						 R. O. Viets 						 President and Chief 						 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
(i) and (ii) Principal executive officer, director and principal financial officer: 	 R. O. Viets R. O. Viets President, Chief March 13, 1995 			 Executive Officer 				 and Director
(iii) Controller 		 T. D. Hutchinson T. D. Hutchinson Controller March 13, 1995
(iv) A majority of the Directors 	(including the director named above): M. Alexis* Director March 13, 1995 J. R. Brazil* Director March 13, 1995 W. Bunn III* Director March 13, 1995 D. E. Connor* Director March 13, 1995 H. J. Holland* Director March 13, 1995 H. S. Peacock* Director March 13, 1995 R. W. Slone* Director March 13, 1995 K. E. Smith* Director March 13, 1995 R. M. Ullman* Director March 13, 1995 M. M. Yeomans* Director March 13, 1995
R. O. Viets R. O. Viets Director March 13, 1995
*By
	R. O. Viets 	R. O. Viets 	 Attorney-in-fact
				 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
				 	CENTRAL ILLINOIS LIGHT COMPANY
March 13, 1995 By R. W. Slone 	 					 R. W. Slone 						 Chairman of the Board, 						 President and Chief 						 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
(i) Principal executive officer and director:
R. W. Slone R. W. Slone Chairman of the Board, March 13, 1995 			 President, Chief 			 Executive Officer 				 and Director
(ii) Principal financial officer:
T. S. Romanowski T. S. Romanowski Vice President March 13, 1995
(iii) Controller
R. L. Beetschen R. L. Beetschen Controller and March 13, 1995 			 Manager of Accounting
(iv) A majority of the Directors 	(including the director named above):
M. Alexis* Director March 13, 1995 J. R. Brazil* Director March 13, 1995 W. Bunn III* Director March 13, 1995 D. E. Connor* Director March 13, 1995 W. M. Shay* Director March 13, 1995 K. E. Smith* Director March 13, 1995 R. N. Ullman* Director March 13, 1995 J. F. Vergon* Director March 13, 1995 M. M. Yeomans* Director March 13, 1995
R. W. Slone R. W. Slone Director March 13, 1995
*By R. W. Slone R. W. Slone Attorney-in-fact
EXHIBIT (12)
EXHIBIT (12)
NOTICE
This copy of CILCORP Inc.'s and Central Illinois Light Company's Form 10-K does not include our 1994 Consolidated Annual Report. If you have not received our 1994 Consolidated Annual Report and would like one, please let us know.
Telephone: 	In Peoria 675-8808 	Elsewhere in Illinois 1-800-322-3569 	Outside Illinois 1-800-622-5514 	TDD 1-309-675-8892
Or you can write to us at: 	Investor Relations Department 	CILCORP Inc. 	300 Hamilton Blvd. 	Suite 300 Peoria, IL 61602-1238
EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by reference of our reports, dated February 3, 1995, included herein or incorporated by reference in this Form 10-K, into CILCORP Inc.'s previously filed Registration Statements File No. 33-45318, 33-51315 and 33-51241.
				 ARTHUR ANDERSEN LLP
Chicago, Illinois March 8, 1995