UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                       8-K/A



                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the


                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                October 15, 1999



Commission       Registrants;  State  of  Incorporation;       IRS  Employer
File Number      Address; and Telephone Number               Identification No.

  1-11327        Illinova Corporation                           37-1319890
                 (an Illinois Corporation)
                 500 S. 27th Street
                 Decatur, IL  62525
                 (217) 424-6600

   1-3004        Illinois Power Company                          37-0344645
                 (an Illinois Corporation)
                 500 S. 27th Street
                 Decatur, IL  62525
                 (217) 424-6600



          Total number of sequentially numbered pages is 8.




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Item 5.  Other Events

     Certain information contained in this release is forward-looking,  based on
current   expectations   and  plans  that  involve   risks  and   uncertainties.
Forward-looking  information includes, among other things, statements concerning
estimates and  projections  of earnings.  Although  Illinova  believes that this
forward-looking information is accurate, its businesses are dependent on various
regulatory  issues,  general  economic  conditions and future trends,  and these
factors can cause actual results to differ  materially from the  forward-looking
information  that has been  provided.  The reader is cautioned  not to put undue
reliance on this forward-looking information, which is not a guarantee of future
performance and is subject to a number of uncertainties and other factors,  many
of which are outside the control of Illinova.

The following  factors,  in addition to those discussed in the company's  Annual
Report  on Form  10-K for the year  ended  December  31,  1998,  and  subsequent
securities  filings,  could cause results to differ  materially  from management
expectations  as suggested by such  forward-looking  information:  the impact of
recent and future federal and state regulatory changes; the effects of increased
competition; the impact of fluctuations in commodity prices and customer demand;
the  impacts  of new  environmental  laws  and  regulations;  factors  affecting
non-utility  investments,  such  as  the  risk  of  doing  business  in  foreign
countries; construction and operation risks; and increases in financing costs.

ILLINOVA REPORTS THIRD-QUARTER EARNINGS

On October 14, 1999, Illinova Corporation  reported  third-quarter 1999 earnings
of $51.7  million,  or 74 cents per  common  share  (basic  and  diluted).  This
compares to earnings of $26.6  million,  or 37 cents per common  share,  for the
same period last year.

Year-to-date earnings are $78.1 million, or $1.12 per common share, up from $2.6
million, or 4 cents per common share, for the same period in 1998.

Based on  financial  results to date and the outlook for the  remainder of 1999,
Illinova  remains on target to meet its  earlier  projection  of $1.50 per share
earnings for the year.

This year's stronger results are due primarily to Illinois  Power's  substantial
improvement in its power supply  situation.  In contrast to summer 1998 when the
utility had insufficient  generating capacity and paid unprecedented  prices for
purchased power,  Illinois Power this summer had adequate generating capacity to
meet its customers' record demands and to sell in the wholesale market.

Third-quarter 1999 expenses include $2.1 million related to Illinova's  recently
announced  merger with Dynegy and $6.7 million in interest due to changes in net
present value of decommissioning assets and liabilities, an expense that will be
reversed if the sale of Clinton  Power Station to AmerGen is completed by year's
end as expected. Without these non-recurring expenses,  earnings for the quarter
would have been almost $58 million, or approximately 83 cents per share.

Illinova  Corporation  [NYSE:ILN],  headquartered  in Decatur,  Illinois,  is an
energy services  holding company with $6.8 billion in assets and annual revenues
of $2.4  billion.  Its  subsidiaries  include  Illinois  Power,  an electric and
natural  gas  utility  that  serves  approximately   650,000  customers  over  a
15,000-square-mile  area of Illinois;  Illinova  Generating,  which  invests in,
develops and operates independent power projects worldwide;  and Illinova Energy
Partners,  which markets energy and energy-related services in the United States
and Canada.

Illinova  shareholders  earlier  this week  approved the  company's  merger with
Dynegy Inc.  [NYSE:DYN],  a leading  national energy  merchant  providing a full
range of energy products and services.  The merger is expected to close early in
2000, pending remaining regulatory approvals and Illinois Power's completing the
sale of its Clinton Power Station.

RESTATEMENT  OF THE CONDENSED  CONSOLIDATED  STATEMENTS OF INCOME FOR THE TWELVE
MONTHS ENDED SEPTEMBER 30, 1999

In February  2000,  Illinova  and IP restated its  statements  of income for the
twelve  months  ended  December 31,  1998,  which is reflected in the  condensed
consolidated  statements  of income for the twelve  months ended  September  30,
1999.  The  restatement  reflects  a revision  to the  initial  estimate  of the
"Transition period cost recovery"  regulatory asset established in December 1998
coincident with the impairment of the Clinton Power Station.  The effect of this
revision  was to decrease  the amount of the  regulatory  asset at December  31,
1998,  and  correspondingly  increase  the related  impairment  charge by $325.7
million  ($196.5  million net of tax).  The net effect of this  revision  was to
increase the previously  reported net loss for the twelve months ended September
30, 1999 by $196.5 million, or $2.79 per common share (basic and diluted).



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Please see the attached Illinova Condensed Consolidated  Statements of Income.



Item 7.  Financial Statements

        (A)      Financial Statements

        (99.1)   Illinova Consolidated Income Statements







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                             SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           ILLINOVA CORPORATION
                                           (Registrant)

                                            By /s/ Larry F. Altenbaumer
                                            ----------------------------
                                            Larry F. Altenbaumer
                                            President on behalf of
                                            Illinova Corporation



Date:    February 28, 2000


                             SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            ILLINOIS POWER COMPANY
                                            (Registrant)


                                            By /s/ Larry F. Altenbaumer
                                            ----------------------------
                                            Larry F. Altenbaumer
                                            President on behalf of
                                            Illinois Power Company


Date:    February 28, 2000




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Exhibit Index

The following  Exhibits are hereby filed as part of this Current  Report on Form
8-K/A:



Exhibit
Number            Description

99.1              Illinova Consolidated Income Statements

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