ILLINOVA CORPORATION
                                              STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO
                                                                 FIXED CHARGES
                                                                                 Twelve                              Three
                                                                               Months Ended                       Months Ended
                                                                                As Restated
                                                                                   March                             March
(Thousands of Dollars)
                                                                             1999          1999 **                      1999
                                                                         --------------------------               -------------
Earnings Available for Fixed Charges:
                                                                                                             
Net Income (Loss)                                                       ($1,565,825)   ($1,565,825)                   $21,870
    Add:
     Income Taxes:
         Current                                                             (2,533)        (2,533)                         -
         Deferred - Net                                                     (18,393)       (18,393)                    14,100
     Allocated income taxes                                                  (7,393)        (7,393)                    (2,410)
     Investment tax credit - deferred                                        (6,897)        (6,897)                      (365)
     Income tax effect of CPS impairment                                 (1,143,252)    (1,143,252)                         -
     Interest on long-term debt                                             118,972        118,972                     31,085
     Amortization of debt expense and
         premium-net, and other interest charges                             33,528         33,528                     12,041
     One-third of all rentals (Estimated to be
         representative of the interest component)                            4,002          4,002                        946
     Interest on in-core fuel                                                 3,872          3,872                        966
     FAS 71 Regulatory Write-Offs                                                 -              -                          -
     CPS Impairment                                                               -      2,666,909                          -
                                                                        ------------   -----------               -------------
Earnings (loss) available for fixed charges                             ($2,583,919)       $82,990                    $78,233
                                                                        ============   ===========               =============

Fixed charges:
    Interest on long-term debt                                             $118,972       $118,972                    $31,085
    Amortization of debt expense and
     premium-net, and other interest charges                                 41,410         41,410                     13,860
    One-third of all rentals (Estimated to be
     representative of the interest component)                                4,002          4,002                        946
                                                                        ------------   -----------               -------------

Total Fixed Charges                                                        $164,384      $164,384                     $45,891
                                                                        ============   ===========               =============

Ratio of earnings to fixed charges                                          N/A *           N/A                          1.70
                                                                        ============   ===========               =============



       * Earnings are inadequate to cover fixed charges.  Additional earnings (thousands) of  $2,748,303  are required to
         attain a one-to-one ratio of Earnings to Fixed Charges.

      **  Supplemental ratio of earnings to fixed charges presented to exclude write-off related to Clinton Impairment.
          Additional earnings (thousands) of $81,394 are required to attain a one-to-one ratio of Earnings to Fixed Charges.



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                                   ILLINOIS POWER COMPANY
                      STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO
                                        FIXED CHARGES
                                                                                        Twelve                            Three
                                                                                      Months Ended                    Months Ended
                                                                                       As Restated
                                                                                        March                            March
(Thousands of Dollars)
                                                                                   1999         1999 **                   1999
                                                                                --------------------------            --------------
Earnings Available for Fixed Charges:
                                                                                                                   
Net Income (Loss)                                                              ($1,559,941)   ($1,559,941)                  $22,911
    Add:
      Income
      Taxes:
         Current                                                                    (2,533)        (2,533)                        -
         Deferred - Net                                                            (18,393)       (18,393)                   14,100
      Allocated income taxes                                                        (2,249)        (2,249)                   (2,121)
      Investment tax credit - deferred                                              (6,897)        (6,897)                     (365)
      Income tax effect of CPS impairment                                       (1,143,252)    (1,143,252)                        -
      Interest on long-term debt                                                   108,562        108,562                    28,523
      Amortization of debt expense and
         premium-net, and other interest charges                                    32,179         32,179                    11,384
      One-third of all rentals (Estimated to be
         representative of the interest component)                                   4,002          4,002                       946
      Interest on in-core fuel                                                       3,872          3,872                       966
      FAS 71 Regulatory Write-Offs                                                       -              -                         -
      CPS Impairment                                                                     -      2,666,909                         -
                                                                               -------------  ------------            --------------
Earnings (loss) available for fixed charges                                    ($2,584,650)       $82,259                   $76,344
                                                                               =============  ============            ==============

Fixed charges:
    Interest on long-term debt                                                    $108,562       $108,562                   $28,523
    Amortization of debt expense and
      premium-net, and other interest charges                                       40,061         40,061                    13,203
    One-third of all rentals (Estimated to be
      representative of the interest component)                                      4,002          4,002                       946
                                                                               -------------  ------------            --------------

Total Fixed Charges                                                               $152,625       $152,625                   $42,672
                                                                               =============  ============            ==============

Ratio of earnings to fixed charges                                                     N/A  *        0.54                      1.79
                                                                               =============  ============            ==============



       *  Earnings are inadequate to cover fixed charges.  Additional earnings (thousands)  $2,737,275 are required
          to attain a one-to-one ratio of Earnings to Fixed Charges.

      **  Supplemental ratio of earnings to fixed charges presented to exclude write-off related to Clinton Impairment.
          Additional earnings (thousands) of $70,366 are required to attain a one-to-one ratio of Earnings to Fixed Charges.



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