Exhibit (a)(11)



                                    AMENDMENT
                                       OF
                              ILLINOVA CORPORATION
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS


         WHEREAS,  Illinova  Corporation (the "Company")  maintains the Illinova
Corporation Deferred Compensation Plan for Certain Directors (the "Plan"); and

         WHEREAS,  the Company has  determined  that it would be  beneficial  to
contract with Fidelity Institutional Retirement Service Company for provision of
certain record keeping and administrative  services in connection with the Plan,
beginning on or about January 1, 1997,  and,  because of Fidelity  Institutional
Retirement  Service Company's highly automated systems,  Fidelity  Institutional
Retirement Service Company can promptly convert deferred funds into common stock
(or  equivalent  stock  units) so that Plan  participants  may be credited  with
common  stock  ownership  immediately  rather  than on a  quarterly  basis as is
currently provided in the Plan.

         NOW,  THEREFORE,  BE IT  RESOLVED  that the Plan is hereby  amended  by
adding a new subsection (d) to Section 3, worded as follows:

         "(d) Notwithstanding the foregoing, if administrators of this Plan have
         the capability to convert funds in the Deferred  Money Accounts  sooner
         or more frequently than on a quarterly basis,  conversions will be made
         as quickly as they may feasibly be accomplished."