SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K


                                 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 10, 2003



                                  CILCORP INC.
             (Exact name of registrant as specified in its charter)


         Illinois                        2-95569                37-1169387
(State or other jurisdiction           (Commission           (I.R.S. Employer
     of incorporation)                 File Number)          Identification No.)


                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (309) 677-5230



                         CENTRAL ILLINOIS LIGHT COMPANY
             (Exact name of registrant as specified in its charter)


         Illinois                        1-2732                 37-0211050
(State or other jurisdiction           (Commission           (I.R.S. Employer
     of incorporation)                 File Number)          Identification No.)


                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (309) 677-5230





ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

The following  changes in directors  and officers were  announced on October 10,
2003:

CILCORP Inc.
- ------------

o    Paul A.  Agathen,  director  and Senior  Vice  President  will  retire from
     CILCORP Inc. and in conjunction  therewith will relinquish his directorship
     effective October 10, 2003.

o    Daniel F. Cole,  Senior Vice President,  was elected to fill the vacancy on
     the  board of  directors  created  by Mr.  Agathen's  retirement  effective
     October 10, 2003.

o    Charles W.  Mueller,  Chairman  and  director,  will retire on December 31,
     2003.

o    Gary L. Rainwater,  President,  Chief Executive Officer and director,  will
     succeed Mr. Mueller as Chairman upon his retirement.  Effective  January 1,
     2004,  Mr.  Rainwater  will serve as  Chairman,  Chief  Executive  Officer,
     President and director.

o    Steven R. Sullivan,  Vice President Regulatory Policy,  General Counsel and
     Secretary,  was  elected  Senior  Vice  President   Governmental/Regulatory
     Policy,  General  Counsel and  Secretary  effective  October 10, 2003.  Mr.
     Sullivan was elected to fill the vacancy on the board of directors  created
     by Mr. Mueller's retirement effective January 1, 2004.

o    Warner L. Baxter,  Senior Vice President  (principal financial officer) and
     director,  was elected Executive Vice President and Chief Financial Officer
     effective October 10, 2003.

Central Illinois Light Company
- ------------------------------

o    Paul A.  Agathen,  director  and Senior  Vice  President  will  retire from
     Central Illinois Light Company and in conjunction therewith will relinquish
     his directorship effective October 10, 2003.

o    Daniel F. Cole,  Senior Vice President,  was elected to fill the vacancy on
     the  board of  directors  created  by Mr.  Agathen's  retirement  effective
     October 10, 2003.

o    Charles W.  Mueller,  Chairman  and  director,  will retire on December 31,
     2003.

o    Gary L. Rainwater,  President,  Chief Executive Officer and director,  will
     succeed Mr. Mueller as Chairman upon his retirement.  Effective  January 1,
     2004,  Mr.  Rainwater  will serve as  Chairman,  Chief  Executive  Officer,
     President and director.

o    Steven R. Sullivan,  Vice President Regulatory Policy,  General Counsel and
     Secretary,  was  elected  Senior  Vice  President   Governmental/Regulatory
     Policy,  General  Counsel and  Secretary  effective  October 10, 2003.  Mr.
     Sullivan was elected to fill the vacancy on the board of directors  created
     by Mr. Mueller's retirement effective January 1, 2004.

o    Warner L. Baxter,  Senior Vice President  (principal financial officer) and
     director,  was elected Executive Vice President and Chief Financial Officer
     effective October 10, 2003.

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                                    SIGNATURE

     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.

                                           CILCORP INC.
                                             (Registrant)


                                           By        /s/ Martin J. Lyons
                                              ---------------------------------
                                              Martin J. Lyons
                                              Vice President and Controller
                                              (Principal Accounting Officer)


                                           CENTRAL ILLINOIS LIGHT COMPANY
                                                       (Registrant)


                                           By        /s/ Martin J. Lyons
                                              ---------------------------------
                                              Martin J. Lyons
                                              Vice President and Controller
                                              (Principal Accounting Officer)

Date:  October 10, 2003




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