Ameren Illinois Co – ‘PRE 14A’ for 3/16/94

As of:  Tuesday, 3/1/94   ·   For:  3/16/94   ·   Accession #:  950124-94-407   ·   File #:  1-03672

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Preliminary Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Notice and Proxy                                      33    137K 

Document Table of Contents

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

Filed by the registrant /X/                                           

Filed by a party other than the registrant / /                        

Check the appropriate box:                                            

/X/ Preliminary proxy statement                                       

/ / Definitive proxy statement                                        

/ / Definitive additional materials                                   

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12     
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY 
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY 
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):                              

     /X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

  / / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).                                                  

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.                                                         

(1) Title of each class of securities to which transaction applies:   
--------------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:     
--------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed  
pursuant to Exchange Act Rule 0-11:1                                            
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(4) Proposed maximum aggregate value of transaction:                  
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    / / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid   
previously. Identify the previous filing by registration statement number, or   
the form or schedule and the date of its filing.                                

(1) Amount previously paid:                                           
--------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:                     
--------------------------------------------------------------------------------

(3) Filing party:                                                     
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(4) Date filed:                                                       
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-------------------------                                                       
1Set forth the amount on which the filing fee is calculated and state how it was
determined.                                                                     

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[LOGO]

607 EAST ADAMS STREET, SPRINGFIELD, ILLINOIS 62739

--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 The annual meeting of shareholders of Central Illinois Public
Service Company (the "Company") will be held at the Springfield       
Hilton, Seventh and Adams Streets, Springfield, Illinois, on April 27,
1994, at 10:00 AM, for the purpose of considering and voting with     
respect to the following matters:                                     

(1) the election of a Board of nine directors;                  

  (2) to consider and vote upon the following proposed amendments to
      the Restated and Amended Articles of Incorporation, as amended
(the "Articles"):                                       

       a. To amend various provisions to clarify the effect of a
           variable dividend rate on series of preferred stock and
related matters; and                        

 b. To add a provision specifying that a majority of
    outstanding shares entitled to vote (rather than
             two-thirds) is sufficient to approve future amendments to
the Articles; and                           

(3) the transaction of such other business as may properly come 
before the meeting.                                     

 Reference is made to the attached Proxy Statement for further
information with respect to the foregoing.                            

   Only common and preferred shareholders of the Company of record
on its books at the close of business on March 1, 1994, are entitled  
to vote at the meeting. All such shareholders are urged to be present 
in person, or represented by proxy, at the meeting.                   

 A copy of the Company's Annual Report to Shareholders for the
year 1993, which is combined with its 1993 Annual Report on Form 10-K 
filed with the Securities and Exchange Commission pursuant to the     
Securities Exchange Act of 1934, has been mailed to each shareholder  
of the Company of record on its books.                                

                                By order of the Board of
                  Directors,

                                       [SIG]

                                      R. W. Jackson,
                                       Senior Vice President and
                                       Secretary

March 16, 1994                                                        

    All shareholders, even if they plan to attend the meeting in
person, are urged to vote, date and sign their proxies and return 
them to the Company in the enclosed envelope as promptly as       
possible. The Board of Directors encourages all shareholders to be
represented at the meeting, whether their shareholdings are small 
or large.                                                         

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CENTRAL ILLINOIS PUBLIC SERVICE COMPANY 
607 East Adams Street 
Springfield, Illinois 62739 
MARCH 16, 1994

PROXY STATEMENT RELATING TO 
1994 ANNUAL MEETING OF SHAREHOLDERS 

INTRODUCTION

    GENERAL. The purposes of the meeting are set forth in the attached Notice.
The enclosed proxy relating to the meeting is solicited on behalf of the Board  
of Directors of the Company and the cost of such solicitation will be borne by  
the Company. Following the initial solicitation of proxies by mail beginning on 
or about March 16, 1994, certain officers, directors and employees of the       
Company may solicit proxies by correspondence, telephone, telegraph, telecopy,  
other electronic means or in person, but without extra compensation. The Company
will pay to banks, brokers, nominees and other fiduciaries their reasonable     
charges and expenses incurred in forwarding the proxy soliciting material to    
their principals. In addition, Morrow & Co., Inc., New York, New York, has been 
retained to assist the Company and its affiliate in the solicitation of proxies.
Such solicitation may be made by mail, telecommunication or in person. The      
estimated aggregate cost of such services of Morrow & Co., Inc. is $13,500.     

HOLDING COMPANY. The Company is the principal subsidiary of CIPSCO    
Incorporated ("CIPSCO").                                                        

     VOTING. The voting securities of the Company outstanding on the record date
stated below consisted of 800,000 shares of Cumulative Preferred Stock, par     
value $100 per share, of various series and 25,452,373 shares of Common Stock,  
without par value.                                                              

   Only shareholders (both preferred and common) of the Company of record on
its books at the close of business on March 1, 1994, are entitled to notice of  
and to vote at the meeting. At such meeting, each such shareholder is entitled  
to one vote, for each share of stock of the Company (whether preferred or       
common) held, on each matter submitted to a vote at the meeting, except that in 
the election of directors, each such shareholder is entitled to vote            
cumulatively and therefore may give one nominee for election as many votes as   
shall equal the number of directors to be elected multiplied by the number of   
shares held by such shareholder, or may distribute such votes among any two or  
more nominees. The proxies solicited herewith seek discretionary authority to   
cast cumulative votes in the election of directors.                             

Any shareholder may vote his or her shares either in person or by duly
authorized proxy. The giving of a proxy by a shareholder will not affect the    
right to vote shares if the shareholder attends the meeting and desires to vote 
in person. Prior to the voting of a proxy, it may be revoked by the shareholder 
by delivering written notice of revocation to the Secretary of the Company, by  
executing a subsequent proxy or by voting in person at the meeting. All shares  
represented by effective proxies on the enclosed form of proxy, received by the 
Company, will be voted at the meeting (or any adjourned session thereof) in     
accordance with the terms of such proxies.                                      

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A majority of the outstanding shares entitled to vote on a matter,    
represented in person or by proxy, constitutes a quorum for consideration of    
such matter at the meeting. If a quorum is present, the nine persons receiving  
the greatest number of votes will be elected as directors, assuming cumulative  
voting. The amendments to the Articles referred to as the "Management Proposals"
require the approval of the holders of two-thirds of all outstanding shares, as 
described below under "Management Proposals to Amend the Articles of            
Incorporation--Vote Required for Approval." On any other matter, the affirmative
vote of the majority of the shares represented at the meeting and entitled to   
vote on the matter will be sufficient to take action on such other matter       
properly before the meeting (unless a higher vote is required by law).          

     Abstentions will be counted in determining the quorum in attendance for all
matters and will be included in the total number of shares represented and      
voting on a matter.                                                             

  Broker non-votes will not be considered as represented at the meeting on
those matters for which no instructions from the shareholder have been given to 
the broker. Accordingly, for any matter which requires the vote of a percentage 
of shares represented at the meeting, broker non-votes will have no affect on   
the outcome. However, on any matter (such as the Management Proposals) requiring
a specified percentage of all outstanding shares, broker non-votes will not be  
counted to determine the shares voting in favor of the proposition.             

   PROPOSALS OF SHAREHOLDERS. Under the rules of the Securities and Exchange
Commission, any shareholder proposal intended to be presented at the 1995 annual
meeting of shareholders of the Company must be received at the principal        
executive office of the Company no later than November 16, 1994, in order to be 
eligible to be considered for inclusion in the proxy materials relating to that 
meeting.                                                                        

VOTING SECURITIES BENEFICIALLY OWNED BY PRINCIPAL HOLDERS, DIRECTORS, 
NOMINEES AND EXECUTIVE OFFICERS. CIPSCO owned beneficially at March 1, 1994,    
25,452,373 shares of Common Stock of the Company representing 100% of the       
outstanding Common stock of the Company. The directors, nominees and executive  
officers of the Company and CIPSCO owned beneficially at February 1, 1994, an   
aggregate of 48,318 shares of Common Stock of CIPSCO representing 0.14% of the  
outstanding Common Stock of CIPSCO and one share of Preferred Stock of CIPS     
representing less than 0.01% of the outstanding Preferred Stock.                

ELECTION OF DIRECTORS 

Nine directors are to be elected at the meeting. Barring unforeseen   
contingencies, and in the absence of contrary directions, the proxies solicited 
herewith will be voted for the election of William J. Alley, Clifford L.        
Greenwalt, John L. Heath, Robert W. Jackson, Gordon R. Lohman, Hanne M.         
Merriman, Donald G. Raymer, Thomas L. Shade and James W. Wogsland as directors  
of the Company, to hold office until the next annual meeting of shareholders of 
the Company or until their respective successors shall have been duly elected   
and qualified. Each of the nominees is a director of the Company. Each of the   
directors of the Company has served continuously as such since his or her       
election in the respective years indicated below. The proxies may also be voted 
for a substitute nominee or nominees in the event any one or more of the above  
nominees shall be unable to serve for any reason or be withdrawn from           
nomination, a contingency not now anticipated.                                  

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  Effective April 27, 1994, the number of directors constituting the Board
will be reduced to nine from 10. Each of the nominees is a director of the      
Company and also a director of CIPSCO, and has served continuously as such since
CIPSCO's formation in 1990, except Mr. Shade who was elected in 1991, and Mr.   
Wogsland who was elected in 1992. Under the policy adopted by the Board of      
Directors with respect to the age of directors, Mr. Robert S. Eckley, who has   
been a director of the Company since 1973, will not stand for reelection as     
director at the meeting. His position will not be filled as a result in the     
reduction in the size of the Board.                                             

The following information is given with respect to the nominees for   
election as directors:                                                          

                                                        [Enlarge/Download Table]
                                                                                       
WILLIAM J. ALLEY                                                                       
     Principal occupation:      Chairman of the Board and Chief Executive Officer of   
                                American Brands, Inc. (diversified manufacturing and   
                                other businesses), Old Greenwich, Connecticut.         

     Age:                       64                                                     

     Served as a director of                                                           
       the Company since:       1974                                                   

     Shares beneficially owned                                                         
       at February 1, 1994:     1,422 shares of CIPSCO Common Stock. In addition, Mr.  
                                Alley's account in the directors' deferred compensation
                                plan described below holds the equivalent of 3,792     
                                shares of CIPSCO Common Stock.                         

     Other information:         Mr. Alley is Chairman of the Audit Committee and a     
                                member of the Compensation and Executive Committees of 
                                the Board. He is a director of American Brands, Inc.,  
                                Moorman Manufacturing Company and Rayonier, Inc.       
CLIFFORD L. GREENWALT                                                                  

     Principal occupation:      President and Chief Executive Officer of the Company.  

     Age:                       61                                                     

     Served as a director of                                                           
       the Company since:       1986                                                   

     Shares beneficially owned                                                         
       at February 1, 1994:     9,918 shares of CIPSCO Common Stock                    

     Other information:         Mr. Greenwalt is a member of the Executive Committee of
                                the Board. He is a director of First of America Bank   
                                Corporation, Kalamazoo, Michigan and a director of its 
                                wholly owned subsidiary, First of America              
                                Bank-Springfield, N.A. Mr. Greenwalt was senior Vice   
                                President-Operations of the Company from 1980 to August
                                1989 when he became President. Mr. Greenwalt is also   
                                President and Chief Executive Officer of CIPSCO.       

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                                                        [Enlarge/Download Table]
                                                                                        
JOHN L. HEATH                                                                           

     Principal occupation:      Retired Chairman and President of the Heath Candy Com-  
                                pany, Robinson, Illinois.                               

     Age:                       58                                                      

     Served as a director of                                                            
       the Company since:       1977                                                    

     Shares beneficially owned                                                          
       at February 1, 1994:     4,000 shares of CIPSCO Common Stock                     

     Other information:         Mr. Heath is a member of the Nominating and Audit       
                                Committees of the Board. He served as Chairman of L.S.  
                                Heath & Sons, Inc. from 1971 until 1988 and also as     
                                President and Chief Executive Officer from 1971 until   
                                1982. Mr. Heath is a director of the Biltmore Bank Corp.
                                and of its wholly owned subsidiary, The Biltmore        
                                Investors Bank of Phoenix, Arizona. He is also a        
                                director of Sun Street Food Corporation of Phoenix,     
                                Arizona.                                                
ROBERT W. JACKSON                                                                       

     Principal occupation:      Senior Vice President--Finance and Secretary of the Com-
                                pany.                                                   

     Age:                       63                                                      

     Served as a director of                                                            
       the Company since:       1986                                                    

     Shares beneficially owned                                                          
       at February 1, 1994:     6,160 shares of CIPSCO Common Stock                     

     Other information:         Mr. Jackson is a director of Firstbank of Illinois Co.  
                                and each of its wholly owned subsidiary banks, including
                                the First National Bank of Springfield. Mr. Jackson is  
                                also Senior Vice President, Chief Financial Officer and 
                                Secretary of CIPSCO, and President and Chief Executive  
                                Officer of CIPSCO Investment Company.                   

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                                                        [Enlarge/Download Table]
                                                                                        
GORDON R. LOHMAN                                                                        

     Principal occupation:      President and Chief Executive Officer of AMSTED         
                                Industries Incorporated (diversified manufacturer of    
                                industrial products), Chicago, Illinois.                

     Age:                       59                                                      

     Served as a director of                                                            
       the Company since:       1989                                                    

     Shares beneficially owned                                                          
       at February 1, 1994:     200 shares of CIPSCO Common Stock. In addition, Mr.     
                                Lohman's account in the directors' deferred compensa-   
                                tion plan described below holds the equivalent of 3,270 
                                shares of CIPSCO Common Stock.                          

     Other information:         Mr. Lohman is Chairman of the Compensation Committee and
                                a member of the Audit Committee of the Board. He became 
                                President of AMSTED Industries Incorporated in 1988 and 
                                Chief Executive Officer in 1990. He was Executive Vice  
                                President of that firm in 1988 and served as Vice       
                                President from 1978 through 1987. He is a director of   
                                American Brands, Inc.                                   
HANNE M. MERRIMAN                                                                       

     Principal occupation:      Principal in Hanne Merriman Associates (retail business 
                                consultants), Washington, D.C.                          

     Age:                       52                                                      

     Served as a director of                                                            
       the Company since:       1990                                                    

     Shares beneficially owned                                                          
       at February 1, 1994:     1,401 shares of CIPSCO Common Stock. In addition, Mrs.  
                                Merriman's account in the directors' deferred           
                                compensation plan described below holds the equivalent  
                                of 2,016 shares of CIPSCO Common Stock.                 

     Other information:         Mrs. Merriman is a member of the Audit and the          
                                Nominating Committees of the Board. She was President of
                                Nan Duskin, Inc. from 1991 to 1992. Previously she had  
                                been a retail business consultant from January 1990.    
                                Mrs. Merriman also served as President and Chief        
                                Executive Officer of Honeybee, Inc., a division of      
                                Spiegel, Inc., and President of Garfinckels, a division 
                                of Allied Stores Corporation. Mrs. Merriman is a        
                                director of USAir Group, Inc., State Farm Mutual        
                                Automobile Insurance Co., The Rouse Company, and        
                                AnnTaylor Stores Corporation.                           

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                                                        [Enlarge/Download Table]
                                                                                        
DONALD G. RAYMER                                                                        

     Principal occupation:      Retired President and Chief Executive Officer of the    
                                Company.                                                

     Age:                       69                                                      

     Served as a director of                                                            
       the Company since:       1972                                                    

     Shares beneficially owned                                                          
       at February 1, 1994:     8,034 shares of CIPSCO Common Stock. In addition, Mr.   
                                Raymer's account in the directors' deferred compensa-   
                                tion plan described below holds the equivalent of 3,019 
                                shares of CIPSCO Common Stock.                          

     Other information:         Mr. Raymer is a member of the Executive Committee of the
                                Board. He is a director of Bank One Springfield. Mr.    
                                Raymer was President and Chief Executive Officer of the 
                                Company from August 1980 to August 1989.                
THOMAS L. SHADE                                                                         

     Principal occupation:      Retired Chairman of the Board and Chief Executive       
                                Officer of Moorman Manufacturing Company (livestock feed
                                products), Quincy, Illinois.                            

     Age:                       63                                                      

     Served as a director of                                                            
       the Company since:       1991                                                    

     Shares beneficially owned                                                          
       at February 1, 1994:     2,333 shares of CIPSCO Common Stock. In addition, Mr.   
                                Shade's account in the directors' deferred compensation 
                                plan described below holds the equivalent of 1,374      
                                shares of CIPSCO Common Stock.                          

     Other information:         Mr. Shade is a member of the Audit and Compensation     
                                Committees of the Board. Mr. Shade served as Chairman of
                                the Board and Chief Executive Officer of Moorman        
                                Manufacturing Company during 1992 and 1993. He was      
                                President and Chief Executive Officer of that firm from 
                                1984 to 1992. He also is a director of Moorman          
                                Manufacturing Company, Quincy Soybean Company,          
                                Mercantile Bancorp, Inc. and a director of its wholly   
                                owned subsidiary, Mercantile Trust & Savings Bank, all  
                                of Quincy, Illinois.                                    

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                                                        [Enlarge/Download Table]
                                                                                       
JAMES W. WOGSLAND                                                                      

     Principal occupation:      Vice Chairman of Caterpillar, Inc. (heavy equipment and
                                engine manufacturer), Peoria, Illinois.                

     Age:                       62                                                     

     Served as a director of                                                           
       the Company since:       1992                                                   

     Shares beneficially owned                                                         
       at February 1, 1994:     1,000 shares of CIPSCO Common Stock. In addition, Mr.  
                                Wogsland's account in the directors' deferred compen-  
                                sation plan described below holds the equivalent of 653
                                shares of CIPSCO Common Stock.                         

     Other information:         Mr. Wogsland is a member of the Audit and Nominating   
                                Committees of the Board. Mr. Wogsland has been Vice    
                                Chairman of Caterpillar, Inc. since 1990. He was       
                                Executive Vice President of that firm from 1987 until  
                                1990. He is a director of Caterpillar, Inc; First of   
                                America Bank Corporation, Kalamazoo, Michigan and a    
                                director of its wholly owned subsidiary, First of      
                                America Bank-Illinois, N.A., Peoria, Illinois. He is   
                                also a director of Protection Mutual Insurance Company.

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EXECUTIVE COMPENSATION                                                          

   The following table contains information with respect to the compensation
paid by the Company for all services rendered during 1991 through 1993 to the   
President and the four most highly compensated executive officers:              

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                           ANNUAL COMPENSATION                  
                                                           --------------------     ALL OTHER   
NAME OF INDIVIDUAL     CAPACITIES IN WHICH SERVED    YEAR   SALARY     BONUS(1)  COMPENSATION(2)
-------------------  ------------------------------  ----  --------    --------  ---------------
                                                                                                
C. L. Greenwalt      President and Chief Executive   1993  $339,093    $99,902       $ 5,852    
                     Officer of the Company          1992   317,375          0         2,073    
                                                     1991   301,834         --         2,073    
R. W. Jackson        Senior Vice President--         1993   224,545     44,699         2,864    
                     Finance and Secretary of the    1992   213,426     10,278         1,713    
                     Company                         1991   199,109         --         1,893    
L. A. Dodd           Senior Vice President--         1993   194,271     36,009         3,524    
                     Operations                      1992   176,880      8,504         2,073    
                                                     1991   161,684         --         2,073    
W. R. Morgan         Vice President--Division        1993   142,713     21,235         2,700    
                     Operations                      1992   135,758      8,653         2,073    
                                                     1991   129,592         --         2,073    
G. W. Moorman        Vice President--Power Supply    1993   134,585     20,047         2,564    
                                                     1992   124,713      8,421         2,073    
                                                     1991   117,509         --         2,073    

------------                                                                    
(1) Amounts paid under the Company's Management Incentive Program which began in
1992.                                                                   

(2) Premiums paid by the Company on behalf of the officers for group term life  
insurance.                                                              

    Substantially all employees of the Company and CIPSCO (including officers)
participate in the Company's Retirement Income Plan (the "Retirement Plan"),    
including persons whose remuneration is reported in the foregoing table.        
Employer contributions to the Retirement Plan are determined actuarially. For   
purposes of the Retirement Plan, compensation of a participant is base pay,     
exclusive of bonuses, overtime pay, and other special payments. Compensation for
the persons named in the Summary Compensation Table is substantially equivalent 
to the compensation reported in the Table under "Salary." Retirement Plan       
benefits depend upon years of service, age at retirement and final average pay. 
In certain cases, pension benefits under the Retirement Plan (or compensation   
used to measure such benefits) will be reduced to comply with maximum           
limitations imposed by the Internal Revenue Code. The Company maintains an      
unfunded Excess Benefit Plan to provide for the payment of the difference       
between the monthly benefit that would have been paid to participants under the 
Retirement Plan if such limitations were not in effect and the reduced amount   
payable as a result of such limitations. The credited years of service under the
Retirement Plan and the Excess Benefit Plan for the above listed persons as of  
December 31, 1993 are as follows: Greenwalt, 30 years; Jackson, 14 years; Dodd, 
29 years; Morgan, 30 years; and Moorman, 24 years. Assuming retirement at age   
65, it is estimated a participant would be eligible for a                       

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  maximum annual benefit under the Retirement Plan, as supplemented by the
Excess Benefit Plan, as follows:                                      

                                                        [Enlarge/Download Table]

                                           ANNUAL BENEFIT AFTER SPECIFIED YEARS OF SERVICE(1)   
                                        --------------------------------------------------------
      AVERAGE ANNUAL EARNINGS(2)           20          25          30          35          40   
--------------------------------------  --------    --------    --------    --------    --------
                                                                                                
$125,000..............................  $ 34,059    $ 42,574    $ 51,089    $ 59,603    $ 68,118
 150,000..............................    41,559      51,949      62,339      72,728      83,118
 175,000..............................    49,059      61,324      73,589      85,853      98,118
 200,000..............................    56,559      70,699      84,839      98,978     113,118
 225,000..............................    64,059      80,074      96,089     112,103     128,118
 250,000..............................    71,559      89,449     107,339     125,228     143,118
 275,000..............................    79,059      98,824     118,589     138,353     158,118
 300,000..............................    86,559     108,199     129,839     151,478     173,118
 325,000..............................    94,059     117,574     141,089     164,603     188,118
 350,000..............................   101,559     126,949     152,339     177,728     203,118
 375,000..............................   109,059     136,324     163,589     190,853     218,118
 400,000..............................   116,559     145,669     174,839     203,978     233,118
 425,000..............................   124,059     155,074     186,089     217,103     248,118

------------                                                                    
(1) Annual benefits are on a straight-line annuity basis. Amounts shown have    
been reduced by the deduction for Social Security benefits and are not  
subject to any other offset amounts.                                    

(2) "Average Annual Earnings" means the average annual base compensation during 
the four years of highest pay during the ten-year period immediately    
preceding retirement.                                                   

  The Company also maintains an unfunded Special Executive Retirement Plan
(the "Executive Plan") for each employee of the Company or CIPSCO who was hired 
from outside the Company, CIPSCO or their affiliates as a senior officer and who
is a participant in and qualifies for benefits under the Retirement Plan. For   
purposes of the Executive Plan, a senior officer includes the president, vice   
president and such other officers of the Company or CIPSCO as shall be          
designated from time to time by the Board of Directors of the Company or CIPSCO.
A participant in the Executive Plan who becomes disabled or retires in          
accordance with the Executive Plan is eligible to receive benefits under the    
Executive Plan in an amount equal to the difference between (i) the amounts     
which would have been payable under the Retirement Plan, as supplemented by the 
Excess Benefit Plan, if the participant had 35 years of credited service under  
the Retirement Plan (reduced in accordance with the Executive Plan if the       
participant terminates employment for any reason prior to age 65) and (ii) the  
aggregate of the amounts which are paid or payable (a) under the Retirement Plan
as supplemented by the Excess Benefit Plan, based upon the number of actual     
years of credited service under the Retirement Plan, (b) under certain other    
pension plans as a result of the participant's prior employment and (c) under   
any employment contract with the Company or CIPSCO. A qualifying spouse of any  
participant who dies is eligible to receive a percentage of the benefit provided
under the Plan for the participant. At present, Mr. Jackson is a participant    
under the Executive Plan. His estimated annual benefits under the Retirement    
Plan, the Excess Benefit Plan and the Executive Plan are as set forth in the    
table above.                                                                    

 The individuals named in the Summary Compensation Table and three other
executive officers of the Company or CIPSCO have each entered into an Employment
Agreement with CIPSCO, which provides that in the event of a "change in control"
of the Company or CIPSCO, the Company and/or                                    

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CIPSCO or another subsidiary of CIPSCO will continue to employ the executive for
a period of three years from the date of the change in control, which period    
will be extended for one-year increments unless notice to the contrary is given 
as provided in the Employment Agreement (the "Period of Employment"). In the    
event of the executive's (i) involuntary termination of employment during the   
Period of Employment except by reason of death, disability, attainment of age 65
or cause (as defined in the Employment Agreement) or (ii) resignation during the
Period of Employment for good reason (as defined in the Employment Agreement),  
the executive will be entitled to payment of severance compensation in an amount
equal to the present value of the executive's base pay and incentive pay        
(determined as provided in the Employment Agreement) that would have accrued if 
the executive remained employed until the end of the Period of Employment. The  
executive will also receive continued employee benefits until the end of the    
Period of Employment, subject to offset for comparable benefits. The severance  
compensation will be increased by an amount necessary to compensate the         
executive for any excise tax payable as a result of the payment and any other   
compensation paid by the Company or any of its affiliates being contingent on a 
change in control under federal income tax law. A "change in control" occurs, in
general, if (i) as a result of a merger, consolidation or sale of assets, less  
than a majority of the voting power of CIPSCO is held after such event by the   
persons who were holders of the voting power of CIPSCO prior to such event or   
less than a majority of the voting power of the Company is held after such event
by CIPSCO or by the holders of the voting power of CIPSCO prior to such event,  
(ii) any person (or group) acquires beneficial ownership of 20 percent or more  
of the voting power of the Company or CIPSCO or (iii) within any two-year period
a majority of the members of the Board of Directors of the Company or CIPSCO    
ceases to be members (other than changes in members approved by at least        
two-thirds of the continuing directors).                                        

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                         

OVERVIEW. The Compensation Committee of the Board of Directors of the Company   
(the "Committee") is charged with overall oversight and review of the           
performance and compensation of the executive officers of the Company. The      
Committee is responsible for assuring that executive compensation and benefit   
plans are implemented and are consistent with the Company's shareholder         
interests, corporate goals and compensation philosophy.                         

   The Company's executive officer compensation program supports these goals
and objectives. It is designed to attract, retain, motivate and reward top      
quality and experienced officers to achieve the Company's business objectives.  
It links executive compensation with corporate performance by providing the     
opportunity to earn superior compensation during periods of superior results,   
but also limits compensation during periods with lesser results.                

     The executive officer compensation program consists of a base salary and an
annual incentive. The base salary is determined by a combination of the         
individual's performance relative to specific job responsibilities and market   
comparisons of salaries for similar jobs in the utility industry. Particular    
emphasis is placed on salary data provided by the Edison Electric Institute     
("EEI") survey of electric and combination electric and natural gas utilities.  
This group of utilities is essentially the same group that makes up the utility 
peer group whose performance is shown on the Performance Graph below. The       
philosophy is to pay base salaries and provide for incentive compensation that  
are comparable to the medians of such amounts for the subgroup of utilities     
included in the EEI survey that are of comparable size to the Company (based on 
revenues).                                                                      

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Salaries for the officers listed in the Summary Compensation Table were         
increased in 1993 to track competitive base salaries being paid by the utility  
industry and to reflect performance, which is determined subjectively by the    
Committee based on individual evaluations. Incentive compensation was earned    
based on achievement of the objectives of the annual management incentive       
program (described below).                                                      

THE MANAGEMENT INCENTIVE PLAN. The Management Incentive Plan ("MIP"), an annual 
incentive program instituted in 1992, strongly supports the Company's primary   
goal of achieving superior returns on shareholders' investments. The MIP is     
intended to provide additional compensation to the executive officers, named in 
the Summary Compensation Table above, along with five other officers and 22     
other employees of the Company. It is the Committee's responsibility to         
administer the MIP and in so doing (1) set the overall corporate financial      
performance goal and unit or individual objectives, (2) determine the           
participants to be included in the MIP, and (3) determine the amount of each    
participant's incentive pay to be based on attainment of the overall corporate  
goal and the amount to be based on achievement of his or her unit or individual 
objectives.                                                                     

   The overall corporate goal is based on attainment of a targeted return on
CIPSCO Common Stock equity. The Committee has determined that return on equity  
is the measure of corporate performance that most directly measures management's
performance. Individual unit objectives relate to customer service, revenue     
growth, cost control and other strategic initiatives. The MIP provides for      
threshold, target and maximum levels of awards based on performance against the 
predetermined targets. Achievement of threshold performance earns approximately 
one-half of the target award while maximum performance earns approximately 1.5  
times the target award. As currently administered, total incentive pay varies,  
depending on the participant's position within the organization, from a minimum 
of 7% of base salary for some participants, assuming threshold corporate and    
unit goals are achieved, to a maximum of 40% of base salary for the President   
and Chief Executive Officer assuming maximum performance is achieved. A         
participant may receive the portion of his or her incentive pay tied to unit or 
individual objectives even though CIPSCO has not attained the overall corporate 
goal, with the exception of the President and Chief Executive Officer, whose    
incentive pay is tied solely to the overall corporate goal of return on equity. 
For other executive officers, individual unit awards are weighted, according to 
the participant's position, to produce awards from 20% to 35% of the total award
with corporate performance goals weighted to make up the remaining 80% to 65%.  
However, for any incentive pay to be earned by any participant, overall earnings
of the Company, on a per share basis, must equal or exceed the annualized Common
Stock dividend rate then in effect. Accordingly, shareholders will realize an   
appropriate return on their investment prior to the payment of any incentive    
compensation.                                                                   

     The targeted corporate goal of return on common equity was exceeded in 1993
resulting in MIP participants, including the officers named in the Summary      
Compensation Table, earning various amounts of incentive compensation, based on 
the formulas previously described. In addition, the Committee determined that   
incentive compensation was earned by participants in 1993 for achievement of    
individual and unit goals, in accordance with the MIP provisions. The Committee,
in accordance with plan provisions, authorized an adjustment in 1993 to allow an
individual to earn one-half of his or her unit goal threshold level award if    
such goal was not achieved due to extraordinary circumstances beyond the control
of the individual participant. None of the other predetermined requirements for 
earning awards was modified. Incentive awards are payable in cash as soon as    
feasible following the close of the year after determination by the Committee of
the level                                                                       

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of attainment of the goals. Benefits earned in 1993 are reflected in the "Bonus"
column of the Summary Compensation Table above.                                 

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The Committee is responsible for   
reviewing the Chief Executive Officer's performance and adjusting his base      
salary accordingly. In addition, the Committee adjusts base salary to reflect   
changes in the prevailing competitive market levels for Chief Executive Officers
in other comparably-sized utilities, as described above. The Committee increased
Mr. Greenwalt's salary in 1993 from $317,375 to $339,093 in recognition of his  
strong performance in completing the responsibilities of his position, his      
tenure as Chief Executive Officer, and increased compensation levels in the     
utility industry.                                                               

  Incentive compensation for the Chief Executive Officer was determined in
accordance with the provisions and formulas of the MIP. Accordingly, Mr.        
Greenwalt's incentive compensation is based solely on corporate performance as  
measured by the overall corporate goal of return on equity. He earned $99,902   
under the MIP in 1993 because the Company's return on common equity exceeded the
predetermined target goal as established in the MIP.                            

The members of the Committee are indicated below. No member of the    
Compensation Committee is a current or former officer of the Company or CIPSCO. 

                          G. R. Lohman, Chairman
               W. J. Alley
               T. L. Shade

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PERFORMANCE GRAPH                                                               

     The following graph is a comparison of CIPSCO's Common Stock performance as
compared to the Standard & Poor's 500 index and an industry peer group as       
reported by the Edison Electric Institute. It assumes $100 invested at December 
31, 1988, and all dividends paid during the period reinvested in additional     
CIPSCO common stock. The peer group (as more fully described on Exhibit A       
hereto) is made up of 100 investor-owned electric and combination electric and  
natural gas utilities. The returns have been weighted to reflect the different  
market capitalization of each utility in the group. As described in the         
Compensation Committee Report, incentive compensation is based on return on     
CIPSCO common equity rather than total return, as shown on the graph, because   
the Compensation Committee believes it is a more direct measure of management's 
performance.                                                                    

TOTAL RETURN SUMMARY  

BASED ON INITIAL INVESTMENT OF $100   

                                    1989    1990    1991    1992    1993
                                    ----    ----    ----    ----    ----
                                 (DOLLARS)

CIPSCO                                   111    115     159     185     200     

S&P 500                                  132    128     166     179     197     

EEI INDEX OF 100 UTILITIES               130    132     169     182     208     

*Incorporates returns of CIPS prior to 10/1/90.                                 

DIRECTOR'S COMPENSATION                                                         

  No annual retainer or fees are paid to any director who is an officer of
the Company or CIPSCO or any other subsidiary of CIPSCO. During 1993, other     
members of the Board of the Company received an annual retainer of $10,000 for  
serving on the Board of the Company and a fee of $750 for each Company Board    
meeting or Committee meeting attended. The Chairman of the Company Executive    
Committee received an additional annual fee of $2,500 and the Chairman of the   
Company Audit Committee and the Chairman of the Company Compensation Committee  
each received an additional annual fee of $2,000. Directors were also reimbursed
for their reasonable                                                            

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travel and out-of-pocket expenses for each Company Board or Committee meeting   
attended. CIPSCO pays no additional fees for attendance at Board meetings or for
service on committees.                                                          

   During 1993, non-employee directors of CIPSCO received an annual retainer
for serving on the Board of CIPSCO of $13,000. The annual retainer paid to each 
director by CIPSCO, however, is reduced by an amount equal to the aggregate     
amount paid to such director by each subsidiary of CIPSCO as an annual retainer 
for services as a director of such subsidiary. All directors are on the Board of
the Company and CIPSCO. Consequently, the aggregate annual retainer for service 
on both Boards for 1993 was $13,000.                                            

     The Company and CIPSCO each maintain an unfunded deferred compensation plan
under which directors may elect to defer directors' retainers and fees paid by  
that company. For each director who elects to participate in a plan, the amount 
of his or her directors' retainers and fees is accrued in an unfunded account in
the name of the director. Such amount is adjusted in value by an amount         
equivalent to the amount which would be available if the director's compensation
were invested in CIPSCO's Common Stock and dividends on such stock were         
reinvested. The aggregate value of each participant's accounts in the plans at  
February 1, 1994 (based on deferred director's fees paid by the Company and     
CIPSCO) was equivalent to investments in CIPSCO Common Stock as follows: Mr.    
Alley, 3,792 shares; Mr. Lohman, 3,270 shares; Mrs. Merriman, 2,016 shares; Mr. 
Raymer, 3,019 shares; Mr. Shade, 1,374 shares; and Mr. Wogsland, 653 shares.    
Amounts accrued in a director's account will be paid in cash upon his or her    
retirement as a director either in a single payment or over a period not to     
exceed 20 calendar quarters, with interest. Because officers of the Company or  
CIPSCO receive no compensation for services as directors, any director who is an
officer is not eligible to participate in the plans.                            

   CIPSCO has established a Director Retirement Plan for directors of CIPSCO
and its affiliates, including the Company, who are not or have never been       
officers of CIPSCO or any affiliate, including the Company. Each director who   
has completed five years of service on the Board of CIPSCO or any of its        
affiliates is eligible for monthly retirement payments for a period of the      
lesser of 10 years or the number of full years the director served on any of the
Boards. The annual retirement benefit for a director of CIPSCO is equal to the  
annual retainer in effect for CIPSCO's directors (without reduction for         
director's fees paid by affiliates of CIPSCO) at the time the director ceases to
serve as a director. The annual retirement benefit for a director who is not a  
member of the Board of CIPSCO is equal to the annual retainer in effect at the  
time the director ceases to serve as a director for each of the Boards of which 
the director was a member but not to exceed the amount of retainer for the      
CIPSCO directors. Such annual retirement payment is reduced a proportional      
amount for retiring directors younger than age 72.                              

MEETINGS AND COMMITTEES OF THE BOARD                                            

During 1993, the Board of Directors held six meetings. The Board of   
Directors of the Company and the Board of Directors of CIPSCO have each         
established an Executive Committee, an Audit Committee, a Nominating Committee  
and a Compensation Committee. Committee members are appointed by a majority of  
directors at the Board of Directors meeting following the annual meeting of     
shareholders. Committee members are the same for the Company's committees and   
CIPSCO's committees.                                                            

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    Mr. Eckley, Mr. Alley, Mr. Greenwalt and Mr. Raymer are the members of the
Executive Committee. The Company's Executive Committee held eight meetings and  
the CIPSCO Executive Committee held one meeting in 1993. The Executive Committee
has and may exercise all the authority of the Board of Directors in the         
management of the Company, except in respect of certain matters or action as    
provided by Illinois law.                                                       

     Mr. Alley, Mr. Heath, Mr. Lohman, Mrs. Merriman, Mr. Shade and Mr. Wogsland
are the members of the Audit Committee. The Company's Audit Committee and the   
CIPSCO Audit Committee each held three meetings in 1993. The Audit Committee    
engages an independent public accountant for the Company, subject to the        
approval of the Board; discusses with the independent public accountant the     
scope and results of its audit and the adequacy of the Company's accounting,    
financial and operating controls; approves the performance of non-audit         
professional services by the independent public accountant; and discusses with  
management and the independent public accountant the Company's accounting       
principles, policies and practices and its reporting policies and practices.    

  Mr. Eckley, Mr. Heath, Mrs. Merriman and Mr. Wogsland are the members of
the Nominating Committee. The Company's Nominating Committee and the CIPSCO     
Nominating Committee each held one meeting in 1993. The Nominating Committee    
seeks out and recommends to the Board qualified candidates for election to the  
Board; reviews the performance of Board members and, based upon such review,    
makes recommendations to the Board as to which Board members should stand for   
re-election. In making recommendations of nominees for election to the Board,   
the Nominating Committee will consider persons recommended by shareholders. Any 
shareholder wishing to make such a recommendation should write to the President 
of the Company who will forward all such recommendations to the Nominating      
Committee.                                                                      

  Mr. Lohman, Mr. Alley, and Mr. Shade are the members of the Compensation
Committee. The Company's Compensation Committee held three meetings and the     
CIPSCO Compensation Committee held one meeting in 1993. The Compensation        
Committee establishes the compensation to be paid officers of the Company (other
than assistant officers); reviews directors' fees and fees paid to directors for
membership on the various committees of the Board; reports to the Board as to   
appropriate levels of compensation for such officers, and recommends to the     
Board directors' fees and fees for membership on such committees. No member of  
the Compensation Committee is a current or former officer of the Company or     
CIPSCO.                                                                         

During 1993, each director attended 100 percent of the total of the   
meetings of the Company's and CIPSCO's Board and of committees of each Company's
Board of which he or she was a member.                                          

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MANAGEMENT PROPOSALS TO AMEND THE 
ARTICLES OF INCORPORATION 

INTRODUCTION                                                                    

The Board of Directors, by unanimous vote, has recommended that the   
Company's shareholders approve amendments to the Articles, as permitted by the  
Illinois Business Corporation Act (the "Act"), to (1) modify various provisions 
to clarify the effect of a variable dividend rate on series of preferred stock  
and related matters ("Variable Dividend Proposal") and (2) add a provision      
specifying that a majority of outstanding shares entitled to vote (rather than  
two-thirds) is sufficient to approve future amendments to the Articles (the     
"Majority Vote Proposal"). Each of the foregoing management proposals           
(individually a "Management Proposal" and collectively the "Management          
Proposals") will be voted upon separately and either Management Proposal        
approved by shareholders will be adopted by the Company even if the other       
Management Proposal is not approved. The text of each section of Articles, as it
is proposed to be amended, is set out in full in Exhibit B to this Proxy        
Statement.                                                                      

VOTE REQUIRED FOR APPROVAL                                                      

     The Majority Vote Proposal will be approved if the holders of two-thirds of
the outstanding common stock and preferred stock, voting together as a class,   
vote in favor of the Majority Vote Proposal. The Variable Dividend Proposal will
be approved if the holders of (i) two-thirds of the outstanding common stock and
preferred stock, voting together as a class and (ii) two-thirds of the preferred
stock voting separately as a class, vote in favor of the Variable Dividend      
Proposal. Proxies will be voted in accordance with the specifications marked    
thereon and, if no specification is made, will be voted "FOR" adoption of each  
Management Proposal. See the discussion above under "Introduction--Voting"      
regarding the effect of broker non-votes and abstentions. YOUR BOARD OF         
DIRECTORS RECOMMENDS A VOTE "FOR" EACH MANAGEMENT PROPOSAL.                     

CIPSCO owns 100% of the outstanding common stock of the Company and   
approximately 96% of all outstanding common stock and preferred stock together. 
The affirmative vote by CIPSCO of its common stock in favor of the the Majority 
Vote Proposal is sufficient to constitute shareholder approval thereof and      
sufficient to constitute the approval required as described in clause (i) in the
preceding paragraph with respect to the Variable Dividend Proposal. The Variable
Dividend Proposal must also receive the vote described in clause (ii) above.    
CIPSCO intends to vote in favor of both Management Proposals.                   

VARIABLE DIVIDEND PROPOSAL                                                      

     GENERAL. Under Article IV of the Articles, the Company may issue additional
series of Cumulative Preferred Stock, par value $100 per share and Cumulative   
Preferred Stock, without par value (collectively, the "Cumulative Preferred     
Stock"). Article IV expressly vests in the Board of Directors the authority to  
fix and determine at the time of issuance certain terms of each new series of   
Cumulative Preferred Stock.                                                     

   The Variable Dividend Proposal is intended to increase the flexibility of
the Board of Directors under Article IV in issuing future series of Cumulative  
Preferred Stock, as well as with respect to the outstanding Cumulative Preferred
Stock--Auction Series A (the "Auction Series").                                 

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   Article IV currently provides that dividends must be payable quarterly on
each outstanding series of Cumulative Preferred Stock. Dividends are currently  
payable on March 31, June 30, September 30 and December 31. For those           
shareholders who presently own shares of any series of Cumulative Preferred     
Stock, the quarterly dividend payment date will not be affected by this proposed
change in the Articles. The proposed amendments clarify that different dividend 
payment dates and dividend periods can be fixed for the Auction Series (subject 
to the limitations contained in the resolution that established the Auction     
Series) and any new series of Cumulative Preferred Stock that may be issued in  
the future. If the proposed amendments are adopted, the Company would be able to
switch from paying dividends quarterly on the Auction Series to paying dividends
every 49 days or every 13 weeks (as contemplated by the resolution that         
established the Auction Series) if the Company determined that such dividend    
periods would result in lower dividend rates. Even if the Variable Dividend     
Proposal is adopted, the Company must affirmatively elect to change the dividend
period on the Auction Series.                                                   

     Under the Variable Dividend Proposal, future series of Cumulative Preferred
Stock and, at the election of the Company as described above the Auction Series,
may provide for dividend periods other than the typical quarterly period.       
Article IV of the Articles currently precludes the Company from paying a        
dividend on one series of Cumulative Preferred Stock unless dividends have been 
paid on or set apart for all other series of Cumulative Preferred Stock. This   
provision makes it impractical for variable dividend rate Cumulative Preferred  
Stock to have dividend periods other than the normal quarterly dividend         
periods. Accordingly, the Variable Dividend Proposal would amend paragraph (2)  
of Section A of Article IV to allow declaration of dividends on any share of    
Cumulative Preferred Stock without declaring dividends on all other shares if   
certain conditions are met. As amended, such paragraph of the Articles would    
permit such a dividend to be declared if all dividends for all past dividend    
periods of all shares of Cumulative Preferred Stock have been paid in full or   
provided for. In addition, the Articles would require proportionate dividends to
be declared for all shares of Cumulative Preferred Stock for which dividends    
were payable on the same day as the proposed dividend. These provisions will    
allow the Company to declare and pay dividends on the Auction Series and any    
future series of Preferred Stock having other than quarterly dividend periods or
other than the typical quarterly dividend payment date on any date without also 
declaring dividends on other series (if the two conditions described above are  
met). The Board of Directors believes this provision substantially maintains the
parity among series of Cumulative Preferred Stock as to the payment of dividends
while giving the Company the flexibility to take full advantage of modern       
financing techniques.                                                           

  Paragraph (4) of Section A of Article IV sets forth the requirements for
redemption of the Cumulative Preferred Stock. In general, such provision        
requires 30 day's written notice of redemption be mailed to the record holders  
of Cumulative Preferred Stock to be redeemed. Preferred stock with variable     
dividend rates and dividend periods often provide for shorter notice periods or 
for other more flexible redemption procedures. To facilitate issuance in the    
future of such stock, the Board of Directors will be given the ability to set   
the time, form and manner of giving notice of redemption for any future series  
of Cumulative Preferred Stock (whether or not it has variable, adjustable or    
floating dividend rates). If such matters are not set by the Board in connection
with the issuance of such a series, the provisions of paragraph (4) currently in
the Articles will control. This provision will not change the notice of         
redemption requirements for any outstanding series of Cumulative Preferred      
Stock, including the Auction Series.                                            

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    Paragraph (5) of Section A of Article IV provides that the Company cannot,
without the approval of the holders of at least two-thirds of the outstanding   
shares of any series of Cumulative Preferred Stock, issue any additional shares 
of preferred stock (or any other class of stock ranking prior thereto or on a   
parity therewith) unless the Company's gross income for a specified twelve-month
period is at least equal to one and one-half times the sum of (i) interest      
requirements for one year on all funded indebtedness and notes payable in more  
than 12 months and (ii) annual dividend requirements on all preferred stock then
outstanding, on any other outstanding class of stock ranking prior thereto or on
a parity therewith, and on the shares of Cumulative Preferred Stock to be       
issued. The existing test is silent on how to compute the annual interest or    
dividend requirement on a series of Cumulative Preferred Stock, such as the     
Auction Series, or on outstanding indebtedness that has an adjustable, variable 
or floating rate. To ensure compliance with this test at the time the Auction   
Series was issued, the Company imposed a maximum annual dividend rate of 26% on 
the Auction Series and used the 26% rate for purposes of calculating the annual 
dividend requirement on the Auction Series, even though the actual initial      
dividend rate on such series was less than 3%.                                  

  The existing test is also silent as to the applicability of this test to
the issuance of securities convertible into Cumulative Preferred Stock or any   
prior or parity ranking stock. The amendment clarifies that the Company must    
comply with the test of Paragraph (5)(c) of Section A of Article IV (or obtain  
the necessary shareholder vote) to issue convertible securities.                

    For purposes of the future application of the above gross income test with
regard to the Auction Series, and in order to avoid imposing a similar maximum  
dividend rate for future series of Cumulative Preferred Stock, or prior or      
parity ranking stock or convertible securities, the Variable Dividend Proposal  
specifies the method of calculating the annual requirements on securities having
interest or dividends determined according to an adjustable, floating or        
variable rate. Such calculation will be as follows: (i) for Cumulative Preferred
Stock or such securities proposed to be issued with an adjustable, floating or  
variable rate, the dividend rate used will be the dividend rate to be applicable
to such series on the date of its issuance, (ii) for any outstanding funded     
indebtedness or short term indebtedness which has a variable interest rate, and 
for any outstanding series of Cumulative Preferred Stock, parity or prior       
ranking stock or convertible securities which has a variable dividend, the      
interest or dividend rate used will be the daily weighted average annual        
interest or dividend rate applicable to such security (a) during any consecutive
twelve-month period selected by the Company, which period ends within 90 days   
prior to such proposed issuance of the new Cumulative Preferred Stock, or (b) if
the security has been outstanding for less than twelve full calendar months,    
during such shorter period beginning on the date of issuance of such security   
and ending on a date selected by the Company, which date is not more that 45    
days prior to such issuance; provided that if such security has been issued     
within 45 days prior to such proposed issuance of the new Cumulative Preferred  
Stock, the interest or dividend rate will be that applicable on the date of     
issuance of such security.                                                      

     Although the amendment will provide a method to compute the annual dividend
requirement for stock with an adjustable, floating or variable dividend rate,   
including the Auction Series, the proposed changes will not eliminate the 26%   
maximum dividend rate for the Auction Series. Under the Articles, upon the      
adoption of the Variable Dividend Proposal the Company will have the option of  
eliminating the 26% maximum dividend rate for the Auction Series but has no     
present intention to do so.                                                     

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     The proposed amendments will make other miscellaneous changes to Article IV
that will not affect any outstanding shares of Cumulative Preferred Stock. The  
proposed amendments would clarify the language in Article IV by specifically    
indicating that the Board of Directors may fix or determine rates of dividends  
that may be expressed in terms of a formula or other method by which such rates 
may be calculated or ascertained from time to time. Such change is consistent   
with the Company's and its legal counsel's current interpretation of Article IV 
and will remove any ambiguity regarding this matter. In various places in the   
Articles certain phrases that assume all series of Cumulative Preferred Stock   
have only one fixed dividend rate are replaced with phrases such as "dividend   
rate or rates" or similar language to clarify that certain series may have one  
or more applicable rates. The exact language of all changes to the Articles     
included in the Variable Dividend Proposal is set out in Exhibit B.             

    RECOMMENDATION. The Board of Directors believes that the Variable Dividend
Proposal is in the best interests of the Company's shareholders, as it will     
enhance the Company's ability to issue new series of Cumulative Preferred Stock 
and to set dividend policy with respect to the Auction Series with terms most   
favorable to the Company. If adopted the Variable Dividend Proposal will enable 
the Company, at the option of the Board of Directors, to take full advantage of 
new financing techniques that may provide a lower cost of capital to the        
Company. FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT   
THE COMPANY'S SHAREHOLDERS VOTE "FOR" THE VARIABLE DIVIDEND PROPOSAL.           

MAJORITY VOTE PROPOSAL                                                          

    GENERAL. Illinois law provides that amendments to the Articles require the
vote of the holders of two-thirds of outstanding shares, including the holders  
of two-thirds of any class or series which is entitled to a class vote on the   
amendment. This two-thirds requirement may be modified by the Articles. The     
Company proposes to add a provision to the Articles which would supersede the   
two-thirds requirement. Under the proposal the affirmative vote of the holders  
of a majority of all outstanding shares, and a majority of any class or series  
entitled to a class vote, would be sufficient to approve future amendments to   
the Articles.                                                                   

The purpose of the proposal is to make it easier to obtain shareholder
approval for future amendments to the Articles. This will increase the Company's
flexibility to make desirable changes in the Articles. As indicated above,      
CIPSCO holds all of the outstanding common stock of the Company and more than   
two-thirds of all outstanding common stock and preferred stock together.        
Accordingly, any proposed amendment favored by CIPSCO requiring a simple vote of
all outstanding shares is assured of adoption. Because it is unlikely that      
CIPSCO would at any time in the near future own less than a majority of all     
outstanding common stock and preferred stock, the Majority Vote Amendment is not
likely to have any affect on CIPSCO's ability to approve such future amendments.
On the other hand, for any proposed future amendment that affects the preferred 
stock in such a way that the preferred stock is entitled under the Articles or  
applicable law to a class vote, in addition to a vote of all outstanding stock, 
the Majority Vote Proposal would make it easier to adopt such amendment. In such
case, it would only be necessary to obtain the favorable vote of the holders of 
a majority of outstanding preferred stock instead of the two-thirds vote now    
required. However, under the Articles, the preferred stock will continue to have
a two-thirds class vote to authorize the Company to take any of the following   
actions: (i) amend the Articles to create or authorized any stock ranking prior 
in any respect to the preferred stock or any security convertible               

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into shares of such stock, (ii) change, by amendment to the Articles or         
otherwise, the terms and provisions of the preferred stock so as to affect      
adversely the rights and preferences of the holders thereof or (iii) issue any  
shares of preferred stock or stock ranking on a parity therewith unless the     
Company's gross income is at least one and one-half times the annual dividend   
and interest requirements on certain securities of the Company. (The provisions 
of the Articles referred to in clause (iii) above are proposed to be amended by 
the Variable Dividend Proposal. See "Variable Dividend Proposal--General"       
above.)                                                                         

 The Majority Vote Amendment will not change the current requirements of
Illinois law that certain mergers, consolidations, sales of substantially all   
assets and certain other major corporate actions be approved by a two-thirds    
vote. Illinois law permits the two-thirds requirement for such matters to be    
reduced, if so provided in the articles of incorporation, to a lesser voting    
requirement, but not less than a majority. Accordingly, if the Majority Vote    
Proposal is adopted, the Company could propose future amendments to the Articles
that would reduce the vote necessary to approve these major corporate actions.  
Approval of such future amendments would then only require a majority vote. Even
if such a future amendment to reduce the voting requirements for such major     
corporate actions were approved, the two-thirds voting requirements of the      
preferred stock currently set out in the Articles, as described in the preceding
paragraph, would not be altered. The Company has no current plans to propose any
such amendments to reduce the voting requirements for major corporate actions.  

    RECOMMENDATION. The Board of Directors believes the Majority Vote Proposal
is consistent with good corporate governance and is in the best interests of the
Company and its preferred shareholders. The Majority Vote Proposal will increase
the Company's flexibility to adopt desirable amendments to its Articles in the  
future. The Company will be able to adopt desirable amendments that are approved
by a majority of shareholders. The Company believes that a majority vote is the 
recognized standard in modern corporate practice for approval of charter        
amendments. As indicated above, the rights under the Articles of preferred      
stockholders to approve certain actions by a two-thirds vote will not be        
changed. Statutory provisions requiring a class vote of preferred shareholders  
will also remain unchanged. Accordingly, the Board of Directors believes the    
rights of preferred shareholders are, and will continue to be, adequately       
protected. The Company is not currently aware of any amendments that would be   
proposed to the Articles in the event the Majority Vote Proposal is adopted. FOR
THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S  
SHAREHOLDERS VOTE "FOR" THE MAJORITY VOTE PROPOSAL.                             

INDEPENDENT PUBLIC ACCOUNTANTS

   The Board of Directors has appointed the firm of Arthur Andersen & Co. as
independent public accountants to examine the annual financial statements of the
Company for 1994. The firm has served as the Company's independent public       
accountants to examine the annual financial statements of the Company for many  
years, including 1993. A representative of Arthur Andersen & Co. will be present
at the annual meeting to make a statement if he or she or desires, and to       
respond to questions.                                                           

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OTHER MATTERS 

    Article VI (h) of the Company Bylaws requires reporting indemnity payments
or advances of expenses associated with such indemnity made to any director,    
officer, employee or agent of the Company. In 1993, the Company entered into    
three such agreements with current and past employees named in various lawsuits.
During 1993, the Company paid $62,674.45 in expenses under such agreements. All 
expenses so advanced for the benefit of any person must be repaid to the Company
if it is ultimately determined that such person is not entitled to be           
indemnified by the Company.                                                     

At the date hereof, the Board of Directors of the Company knows of no 
business to come before the meeting other than those described above. However,  
should any such business properly come before the meeting, the proxies will be  
voted in respect thereof in accordance with the judgment of the person or       
persons voting the proxies.                                                     

                   Central Illinois Public Service Company

               By Order of the Board of Directors,

     R. W. Jackson
               Senior Vice President and Secretary

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                                                                       EXHIBIT A

   The EEI Index of 100 utilities presented in the Performance Graph on page
13 of this proxy statement includes the following companies:                    

Allegheny Power System, Inc.                                                    
American Electric Power, Inc.                                                   
Atlantic Energy, Inc.                                                           
Baltimore Gas & Electric Co.                                                    
Bangor Hydro-Electric Co.                                                       
Black Hills Corp.                                                               
Boston Edison Co.                                                               
Carolina Power & Light Co.                                                      
Centerior Energy Corp.                                                          
Central & South West Corp.                                                      
Central Hudson Gas & Electric                                                   
Central Louisiana Electric Co., Inc.                                            
Central Maine Power Co.                                                         
Central Vermont Public Service Corp.                                            
Cilcorp Inc.                                                                    
Cincinnati Gas & Electric Co.                                                   
CIPSCO Inc.                                                                     
CMS Energy Corp.                                                                
Commonwealth Edison Co.                                                         
Commonwealth Energy System                                                      
Consolidated Edison Co. of NY                                                   
Delmarva Power & Light Co.                                                      
Detroit Edison Co.                                                              
Dominion Resources, Inc.                                                        
DPL Inc.                                                                        
DQE Inc.                                                                        
Duke Power Co.                                                                  
Eastern Utilities Assoc.                                                        
El Paso Electric Co.                                                            
Empire District Electric Co.                                                    
Entergy Corp.                                                                   
ESELCO Inc.                                                                     
Florida Progress Corp.                                                          
FPL Group, Inc.                                                                 
General Public Utilities Corp.                                                  
Green Mountain Power Corp.                                                      
Gulf States Utilities Co.                                                       
Hawaiian Electric Industries, Inc.                                              
Houston Industries, Inc.                                                        
Idaho Power Co.                                                                 
IES Industries, Inc.                                                            
Illinois Power Co.                                                              
Interstate Power Co.                                                            
Iowa-Illinois Gas & Electric Co.                                                
IPALCO Enterprises, Inc.                                                        
Kansas City Power & Light Co.                                                   
KU Energy Corp.                                                                 
LG&E Energy Corp.                                                               
Long Island Lighting Co.                                                        
Madison Gas & Electric Co.                                                      
Maine Public Service Co.                                                        
Midwest Resources Inc.                                                          
Minnesota Power                                                                 
Montana Power Co.                                                               
Nevada Power Co.                                                                
New England Electric System                                                     
New York State Electric & Gas Corp.                                             
Niagara Mohawk Power Corp.                                                      
NIPSCO Industries, Inc.                                                         
Northeast Utilities                                                             
Northern States Power Co.                                                       
Northwestern Public Service Co.                                                 
Ohio Edison Co.                                                                 
Oklahoma Gas & Electric Co.                                                     
Orange & Rockland Utilities, Inc.                                               
Otter Tail Power Co.                                                            
Pacific Gas & Electric Co.                                                      
Pacificorp                                                                      
Pennsylvania Power & Light Co.                                                  
Philadelphia Electric Co.                                                       
Pinnacle West Capital Corp.                                                     
Portland General Corp.                                                          
Potomac Electric Power Corp.                                                    
PSI Resources, Inc.                                                             
Public Service Co. of Colorado                                                  
Public Service Co. of New Mexico                                                
Public Service Enterprise Group                                                 
Puget Sound Power & Light Co.                                                   
Rochester Gas & Electric Corp.                                                  
San Diego Gas & Electric Co.                                                    
SCANA Corp.                                                                     
SCECORP                                                                         
Sierra Pacific Resources                                                        
Southern Company                                                                

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                                                                       EXHIBIT B

AMENDED PROVISIONS OF RESTATED AND AMENDED
ARTICLES OF INCORPORATION 

(Note: added language is shown by underscoring and
deleted language is shown by brackets.) 

ARTICLE IV

A. CUMULATIVE PREFERRED STOCK 

    (1) The authorized shares of the Cumulative Preferred Stock (including all
shares of authorized Cumulative Preferred Stock at any time having the status of
authorized and unissued shares thereof) may be divided into and issued as shares
of any series thereof now outstanding, or divided into and issued in one or more
other series thereof, as the Board of Directors of the corporation shall from   
time to time authorize. Each series shall be designated so as to distinguish the
shares thereof from the shares of all other series then outstanding; and all    
shares of the Cumulative Preferred Stock, irrespective of series, shall be      
identical except as to variations between different series in the relative      
rights and preferences thereof as permitted or contemplated by the next         
succeeding sentence of this paragraph (1). Authority is hereby expressly vested 
in the Board of Directors of the corporation to establish out of the authorized 
and unissued shares of Cumulative Preferred Stock one or more series thereof and
to fix and determine the following relative rights and preferences of the shares
of any such series:                                                             

         (a) the rate or rates of dividend, which may be expressed in terms of
a fixed rate or rates or formula or other method by which such rate or
rates shall be calculated or ascertained from time to time, and the   
   dividend periods, including the date or dates on which such dividends may
be payable;                                                           

          (b) the prices at which, and the terms and conditions on which, shares
may be redeemed; and                                                  

          (c) sinking fund provisions, if any, for the redemption or purchase of
shares;                                                               

subject, however, to such restrictions as are, or may be, from time to time     
provided by law or contained in the Articles of Incorporation of the corporation
or amendments thereto.                                                          

(2) The holders of the Cumulative Preferred Stock from time to time   
outstanding shall be entitled to receive, in respect of each share held,        
dividends upon the par value thereof at the [annual rate specified in the       
designation of such share] rate or rates applicable thereto, payable quarter-   
yearly on March 31, June 30, September 30 and December 31 in each year, or on   
such other dates in each year, or payable for such other dividend periods and on
such dates, as may be fixed by the Board of Directors of the corporation or     
provided in the Articles of Incorporation, but only when and as declared by the 
Board of Directors out of surplus or net profits of the corporation available   
for the payment of dividends. Such dividends shall be cumulative in respect of  
each share from (and including) the date of issue thereof, and shall be paid, or
declared and set apart for payment, before any dividend shall be declared or    
paid on or set apart for the Common Stock, so that, if for any past or current  
period dividends on the Cumulative Preferred Stock shall not have been paid or  
declared and set apart for payment, the deficiency shall be fully paid or       
declared and funds set apart for the payment thereof before any dividends shall 
be declared or paid on or set apart for the Common                              

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Stock. The holders of the Cumulative Preferred Stock shall not be entitled to   
receive any dividends thereon except dividends at the [annual] applicable rate  
[hereinbefore provided] or rates. No dividend shall at any time be paid on or   
set apart for any share of Cumulative Preferred Stock in respect of a dividend  
period unless at the same time there shall be paid on or set apart, for all     
shares of Cumulative Preferred Stock and all shares of Cumulative No Par        
Preferred Stock then outstanding and having a dividend period ending on the same
date, dividends in such amount that the holders of all such shares of Cumulative
Preferred Stock and the holders of all such shares of Cumulative No Par         
Preferred Stock shall receive or have set apart for them a uniform percentage of
the full annual dividend to which they are, respectively, entitled and unless   
all dividends on the Cumulative Preferred Stock and Cumulative No Par Preferred 
Stock, for all preceding dividend periods, shall have been fully paid or        
declared and funds set apart for the payment thereof. It shall be a condition   
precedent to the declaration by the Board of Directors and the payment of       
dividends on the Common Stock, that all amounts required to be paid or set aside
for any sinking fund for the redemption or purchase of shares of Cumulative     
Preferred Stock or Cumulative No Par Preferred Stock of all series then         
outstanding, with respect to all preceding sinking fund dates or periods, shall 
have been paid or set aside in accordance with the terms of the shares of such  
series. No funds shall be paid into or set aside for any sinking fund for the   
redemption or purchase of shares of Cumulative Preferred Stock or Cumulative No 
Par Preferred Stock of any series unless all dividends on the Cumulative        
Preferred Stock and on the Cumulative No Par Preferred Stock, for all preceding 
dividend periods, shall have been fully paid or declared and funds set apart for
the payment thereof. All shares of Cumulative Preferred Stock, regardless of    
designation, shall constitute one class of stock and, excepting only as to the  
rate or rates of dividends payable thereon, the dividend periods and dividend   
payment dates applicable thereto, the redemption prices thereof and the sinking 
fund provisions thereof, shall be of equal rank and confer equal rights upon the
holders thereof. All shares of Cumulative Preferred Stock bearing the same      
[dividend rate] distinctive series designation at any time outstanding shall    
constitute one series of Cumulative Preferred Stock and all shares of any one   
series of Cumulative Preferred Stock shall be alike in all respects. When full  
cumulative dividends upon the Cumulative Preferred Stock and the Cumulative No  
Par Preferred Stock of all series then outstanding, for all past periods and for
the current period shall have been paid or declared and set apart for payment,  
and all amounts required to be paid or set aside for any sinking fund for the   
redemption or purchase of shares of Cumulative Preferred Stock and Cumulative No
Par Preferred Stock of all series then outstanding, with respect to all         
preceding sinking fund dates or periods, shall have been paid or set aside in   
accordance with the terms of the shares of such series, the Board of Directors  
may declare dividends on the Common Stock of the corporation, subject to the    
restrictions hereinafter contained, and not otherwise.                          

     (4) The corporation, on the sole authority of its Board of Directors, shall
have the right at any time or from time to time to redeem and retire all or part
of the Cumulative Preferred Stock or all or part of the shares of one or more   
series of Cumulative Preferred Stock upon and by the payment to the holders of  
the shares to be redeemed or upon and by setting aside, as hereinafter provided,
for the benefit of such holders, the redemption price or prices fixed for the   
shares to be redeemed, which (a) in the case of shares of 4% Cumulative         
Preferred Stock shall be $101 per share plus accrued dividends to the date of   
redemption, (b) in the case of shares of 4.92% Cumulative Preferred Stock shall 
be $103.50 per share plus accrued dividends to the date of redemption, (c) in   
the case of shares of 4 1/4% Cumulative Preferred Stock shall be $102 per share 
plus accrued dividends to the date of redemption, (d) in the case of shares of  
5.16% Cumulative Preferred Stock                                                

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shall be $102 per share plus accrued dividends to the date of redemption, (e) in
the case of shares of 4.90% Cumulative Preferred Stock shall be $102 per share  
plus accrued dividends to the date of redemption, (f) in the case of shares of  
Cumulative Preferred Stock -- Auction Series A shall be as specified in         
paragraph (9) of this Section A, and (g) in the case of shares of 6.625%        
Cumulative Preferred Stock shall be $100 per share plus accrued dividends to the
date of redemption, provided that none of the shares of 6.625% Cumulative       
Preferred Stock may be redeemed prior to October 1, 1998; provided, however,    
that, as to the Cumulative Preferred Stock to be so redeemed, notice of every   
such redemption shall be given at such time, in such form and in such manner as 
may have been determined and fixed for such stock by the Board of Directors of  
the corporation at the time of establishment of such stock or, if such matters  
have not been so determined and fixed by the Board of Directors, not less than  
thirty (30) days previous to the date fixed for redemption, notice of the       
intention of the corporation to redeem such stock, specifying the designation of
the shares to be redeemed and the date and place of redemption, shall be        
deposited in a United States post office or mail box at any place in the United 
States addressed to each holder of record of the shares to be redeemed at his   
address as the same appears upon the records of the corporation; but in mailing 
such notice unintentional omissions or errors in names and addresses shall not  
impair the validity of the notice of redemption. In case of the redemption of   
less than all the outstanding shares of any series of the Cumulative Preferred  
Stock, the shares of such series to redeemed shall be chosen by proration (as   
nearly as may be without the issue of fractional shares), by lot, or in such    
other equitable manner as may be prescribed by resolution of the Board of       
Directors. The corporation may deposit with a bank or trust company, which shall
be named in the notice of redemption, shall be located in the City of Chicago,  
Illinois, or in the City of New York, New York, and shall then have capital,    
surplus and undivided profits of at least $1,000,000, the aggregate redemption  
price of the shares to be redeemed, in a special account or in trust, as the    
corporation may determine, for the payment on or before the redemption date to  
or upon the order of the holders of such shares, upon surrender of the          
certificates for such shares. Such deposit may, at the option of the            
corporation, be upon terms whereby in case the holder of any shares called for  
redemption shall not, within ten years after the date fixed for redemption of   
such shares, claim the amount on deposit with any bank or trust company for the 
payment of the redemption price of said shares, such bank or trust company shall
on demand pay to or upon the written order of the corporation, or its successor,
the amount so deposited and thereupon such bank or trust company shall be       
released from any and all further liability with respect to the payment of such 
redemption price and the holder of said shares shall be entitled to look only to
the corporation or its successor for the payment thereof. Upon the giving of    
notice of redemption and upon the deposit of the redemption price, as aforesaid,
or, if no such deposit is made upon the redemption date (unless the corporation 
defaults in making payment of the redemption price as set forth in such notice),
such holders shall cease to be stockholders with respect to said shares, and    
from and after the making of said deposit and the giving of said notice, or, if 
no such deposit is made, after the redemption date (the corporation not having  
defaulted in making payment of the redemption price as set forth in such        
notice), said shares shall no longer be transferable on the books of the        
corporation, and said holder shall have no interest in or claim against the     
corporation with respect to said shares, but shall be entitled only to receive  
on the date fixed for redemption, the redemption price of the shares, without   
interest thereon, from said bank or trust company, if deposited therewith as    
aforesaid and not repaid to the corporation, and otherwise from the corporation,
upon surrender of the certificates as aforesaid.                                

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    Nothing herein contained shall limit any legal right of the corporation to
purchase any shares of the Cumulative Preferred Stock.                          

   (5) So long as any shares of Cumulative Preferred Stock of any series are
outstanding, the corporation shall not, without the affirmative vote of the     
record holders of two-thirds of the outstanding shares of Cumulative Preferred  
Stock of all series, voting separately as one class:                            

      (a) Amend the provisions of the Articles of Incorporation so as to
create or authorize any stock ranking prior in any respect to the     
    Cumulative Preferred Stock or any security convertible into shares of such
stock; or issue any such stock or convertible security; or            

 (b) Change, by amendment to the Articles of Incorporation, or
     otherwise, the terms and provisions of the Cumulative Preferred Stock so as
to affect adversely the rights and preferences of the holders thereof;
provided, however, that if any such change will affect adversely the  
holders of one or more, but less than all, of the series of Cumulative
     Preferred Stock at the time outstanding, the consent only of the holders of
at least two-thirds of the total number of shares of each series so   
adversely affected shall be required; or                              

       (c) Issue any shares of the Cumulative Preferred Stock or shares of
   any stock ranking on a parity with the Cumulative Preferred Stock, or any
  securities convertible into shares of such stock, other than in exchange
     for, or for the purpose of effecting the redemption or other retirement of,
     shares of Cumulative Preferred Stock [or], of any stock ranking on a parity
     therewith, or [both] of any such convertible securities, or any combination
   thereof, at the time outstanding, having an aggregate amount of par value
and stated value of not less than the aggregate amount of par value or
   stated value of the shares to be issued, or other than in connection with
the conversion of such convertible securities in accordance with their
terms unless:                                                         

      (1) The gross income (determined in accordance with accepted
      accounting principles) of the corporation available for the payment of
   interest charges shall, for a period of twelve consecutive calendar
     months within the fifteen calendar months next preceding the issue of
      such shares, have been at least one and one-half (1 1/2) times the sum
        of (i) the interest for one year, adjusted by provision for amortization
       of debt discount and expense, or of premium, as the case may be, on all
      funded indebtedness and notes payable of the corporation maturing more
        than twelve months after the date of issue of such shares or convertible
      securities which shall be outstanding at the date of the issue of such
 shares or convertible securities, and (ii) an amount equal to the
       dividend requirement for one year on all shares of Cumulative Preferred
        Stock and on all other shares of stock, if any, ranking prior to or on a
      parity with the Cumulative Preferred Stock, which shall be outstanding
      after the issue of the shares or convertible securities proposed to be
      issued (including as outstanding for this purpose shares of Cumulative
     Preferred Stock or shares of such stock issuable on conversion of any
      such convertible securities), provided that for purposes of making the
       calculation required by the foregoing provisions of this subclause (1):
       (A) the "dividend requirement for one year" applicable to any series of
Cumulative Preferred Stock or such parity stock or convertible  
     securities proposed to be issued which will have dividends determined
        according to an adjustable, floating or variable rate, the dividend rate
  used shall be the dividend rate to be applicable to such series of
Cumulative Preferred Stock or such parity stock or convertible  
securities on the date of such issuance and                     

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(B) the "interest for one year" on funded indebtedness or notes 
outstanding and the "dividend requirement for one year" on any  
        outstanding shares of any series of Cumulative Preferred Stock or shares
     of stock, if any, ranking prior to or on a parity with the Cumulative
      Preferred Stock, or securities convertible into such stock, and having
        interest or dividends determined according to an adjustable, floating or
    variable rate, the interest or dividend rate used shall be the daily
    weighted average annual interest or dividend rate applicable to such
       security (a) during any consecutive twelve-month period selected by the
       corporation, which period ends within 90 days prior to the issue of the
    shares or convertible securities proposed to be issued or (b) if the
        security has been outstanding for less than twelve full calendar months,
    during such shorter period beginning on the date of issuance of such
        security and ending on a date selected by the corporation, which date is
     not more than 45 days prior to the issue of the shares or convertible
      securities proposed to be issued; provided that if such security shall
   have been issued within 45 days prior to the issue of the shares or
      convertible securities proposed to be issued, the interest or dividend
       rate shall be that applicable on the date of issuance of such security;
and                                                             

          (2) The capital represented by the Common Stock plus the surplus
       accounts of the corporation shall be not less than the aggregate amount
        payable on the involuntary dissolution, liquidation or winding up of the
       corporation, in respect of all shares of Cumulative Preferred Stock and
 all shares of stock, if any, ranking prior thereto or on a parity
      therewith, which shall be outstanding after the issue of the shares or
      convertible securities proposed to be issued (including as outstanding
       for this purpose shares of Cumulative Preferred Stock or shares of such
 stock issuable on conversion of any such convertible securities).

   No consent of the holders of Cumulative Preferred Stock shall be required
in respect of any transaction enumerated in this paragraph (5) if, at or prior  
to the time when such transaction is to take effect, provision is made for the  
redemption or other retirement of all shares of Cumulative Preferred Stock at   
the time outstanding, the consent of which would otherwise be required          
hereunder.                                                                      

B. CUMULATIVE NO PAR PREFERRED STOCK

   (1) The authorized shares of Cumulative No Par Preferred Stock (including
all shares of such stock at any time having the status of authorized and        
unissued shares of such stock) may be divided into and issued in one or more    
series as the Board of Directors of the corporation shall from time to time     
authorize. Each series shall be designated so as to distinguish the shares      
thereof from the shares of all other series, and all shares of the Cumulative No
Par Preferred Stock irrespective of series shall be identical except as to      
variations between different series in the relative rights and preferences      
thereof as permitted or contemplated by the next succeeding sentence of this    
paragraph (1). Authority is hereby expressly vested in the Board of Directors of
the corporation to establish out of the authorized and unissued shares of       
Cumulative No Par Preferred Stock one or more series thereof and to fix and     
determine the following relative rights and preferences of the shares of any    
such series:                                                                    

          (a) the rate [of dividend (which shall be stated in the designation of
   the shares of such series);] or rates of dividend, which may be expressed
in terms of a fixed rate or rates or                                  

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    formula or other method by which such rate or rates shall be calculated or
     ascertained from time to time, and the dividend periods, including the date
or dates on which such dividends may be payable;                      

    (b) the [price] prices at which, and the terms and conditions on
which, shares of such series may be redeemed;                         

         (c) the amount payable upon shares of such series in the event of the
   involuntary liquidation, dissolution or winding up of the corporation and
     the amount payable upon shares of such series in the event of the voluntary
liquidation, dissolution or winding up of the corporation;            

          (d) sinking fund provisions, if any, for the redemption or purchase of
shares of such series; and                                            

      (e) the terms and conditions on which shares of such series may be
converted, if such shares are issued with the privilege of conversion;

subject, however, to such restrictions as are, or may be, from time to time     
provided by law or contained in the Articles of Incorporation of the corporation
or amendments thereto.                                                          

     Shares of any series of Cumulative No Par Preferred Stock may be issued for
such consideration, not less than the aggregate preferential amount, other than 
accrued dividends, payable upon such shares in the event of the involuntary     
liquidation, dissolution or winding up of the corporation, as may be fixed by   
the Board of Directors prior to the time of such issuance and, except as        
otherwise determined by the Board of Directors in accordance with the provisions
of the law of the State of Illinois applicable thereto, the entire amount of    
such consideration shall constitute stated capital in respect of such shares.   

D. GENERAL PROVISIONS 

     (2) The term "accrued dividends" shall be deemed to mean, in respect of any
share of Cumulative Preferred Stock or Cumulative No Par Preferred Stock as of  
any given date, the amount of dividends payable on such share, computed, at the 
[annual] dividend rate [fixed for] or rates applicable to such share, from the  
date on which dividends thereon became cumulative to and including such given   
date, less the aggregate amount of all dividends which have been paid or which  
have been declared and set apart for payment on such share. Accumulations of    
dividends shall not bear interest.                                              

(4) Except as otherwise expressly set forth in the Articles of        
Incorporation of the corporation or as specifically required by law, any        
amendment to the Articles of Incorporation of the corporation requiring approval
of shareholders shall be adopted upon receiving the affirmative vote of the     
holders of a majority of the outstanding shares entitled to vote on the         
amendment and a majority of the outstanding shares of each class or series of   
shares, if any, entitled to vote as a class on the amendment.                   

 B-6

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Graphic Material Appendix   

The performance graph required by Item 402(1) of Regulation S-K is on page 13   
of this filing.  The paper copy has a line graph with three differentiated      
lines showing the returns given in the data presented on page 13.  A paper copy 
of the graph has been submitted supplementally to the Branch Chief pursuant to  
Regulation S-T, Item 304(d)(2).                                                 

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SOLICITED BY THE BOARD OF DIRECTORS OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY  

Proxy. The undersigned appoints, C. L. Greenwalt and R. W. Jackson, and each    
of them, with power of substitution, attorneys and proxies to vote all shares   
of Preferred Stock of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY of record, in the 
name of the undersigned at the close of business on March 1, 1994, as indicated 
hereon and, in their discretion, on all other matters which may properly come   
before the 1994 Annual Meeting of Shareholders, and at all adjourned sessions   
thereof, all as set forth in the notice and proxy statement.                    

                          Dated ______________________________

                          ____________________________________
                        Signed

                           _____________________________________

MARK "X" HERE TO VOTE WITH DIRECTOR'S RECOMENDATIONS:  / /                      
All shares will be voted in accordance with the Board of Director's             
recommendations if you mark the box above (any contrary marking on the reverse  
side will be disregarded) or leave all boxes unmarked.  If you wish to vote     
other than with the Director's recommendations, specify your choices by marking 
the appropriate boxes on the reverse side.                                      

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If you have marked the box on the reverse side of this card, you need NOT       
complete the sections below.  The votes  represented by this proxy will be      
voted as marked by you.  If you sign and return the proxy unmarked or mark the  
box on the reverse, such votes will be voted "FOR" the election of directors    
and "FOR" Proposals 1, 2 and 3.  No proposal is related to or conditioned on    
any other proposal.                                                             

DIRECTORS RECOMMEND A Vote "FOR" Items 1, 2 and 3.                              

1.      Election of Directors                                                   
/ /     With Authority to vote for all nominees (except as marked to the        
contrary.)                                                      

/ /     Withhold Authority to vote for all Nominees                             

W. J. Alley         C. L. Greenwalt      J. L. Keath            
R. W. Jackson       G. R. Lehuman        W. M. Merriman         
D. O. Rayomer       T. L. Shade          J. W. Wogsland         
    Withhold for the following only (write the nominee's names(s) in the
space below.)                                                   

       _______________________________________________________________________

                                For      Against     Abstain
2.      Variable Dividend Propsal        /  /       /  /        /  /            

3.      Majority Vote Proposal          /  /       /  /        /  /             

Please mark your vote with an /X/ then date proxy and sign on reverse side      
exactly as name(s) printed and return signed proxy in enclosed envelope.  If    
joint account, each joint owner should sign, state title when signing as        
executer, administrator, trustee, guardian, etc.                                

(To be signed on reverse side)  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		10/1/98		27
		11/16/94		4					10-Q/A
		4/27/94		2		5			DEF 14A
For Period End:		3/16/94		2		3			10-K
Filed on:		3/1/94		2		32
		2/1/94		4		16
		12/31/93		10					10-K,  11-K,  U-3A-2
									List all Filings