February 22, 1994





Mr. R. O. Viets
Mr. J. G. Sahn
     300 Hamilton Boulevard, Suite 300
     Peoria, Illinois 61602

Mr. J. H. Byington, Jr.
Mr. D. P. Falck
     One Battery Park Plaza
     New York, New York 10004-1490

Gentlemen:

We hereby make, constitute and appoint each of you and any one of you our true 
and lawful attorney for each of us and in each of our names, places or steads, 
both in our individual capacities as directors and/or that of officers of 
CILCORP Inc., to sign and cause to be filed with the Securities and Exchange 
Commission CILCORP Inc.'s annual report on Form 10-K for the fiscal year ended 
December 31, 1993 and any appropriate amendment or amendments to said report 
and any necessary exhibits.

The undersigned, CILCORP Inc., also authorizes you and any one of you to sign 
said annual report and any amendment or amendments thereto on its behalf as 
attorney-in-fact for its respective officers, and to file the same as 
aforesaid together with any exhibits.

                                                      Very truly yours,

                                                      CILCORP Inc.



                                                     By /s/ R. O. Viets
                                                       R. O. Viets, President









Power of attorney related to execution and filing of CILCORP Inc. 1993 annual 
report on Form 10-K.




/s/ M. Alexis                              /s/ K. E. Smith                     
    M. Alexis                                  K. E. Smith




/s/ J. R. Brazil                           /s/ R. N. Ullman
    J. R. Brazil                               R. N. Ullman




/s/ D. E. Connor                           /s/ J. M. Unland
    D. E. Connor                               J. M. Unland




/s/ R. V. O'Keefe                          /s/ R. O. Viets
    R. V. O'Keefe                              R. O. Viets




/s/ H. S. Peacock   	                      /s/ M. M. Yeomans
    H. S. Peacock                              M. M. Yeomans




/s/ R. W. Slone
    R. W. Slone




/s/ T. D. Hutchinson
    T. D. Hutchinson










                                                                  EXHIBIT (25)

          Extract from Minutes of Meeting of the Board of Directors of
                                  CILCORP Inc.
                            held February 22, 1994


          Upon motion duly made and seconded, the following resolution was 
unanimously adopted:

               RESOLVED: That for the purpose of executing and completing 
     CILCORP Inc.'s annual report on Form 10-K for the fiscal year ended 
     December 31, 1993 to be filed with the Securities and Exchange 
     Commission, and of remedying any deficiencies with respect thereto by 
     appropriate amendment or amendments, this Company, its officers and 
     members of its Board of Directors are authorized to give their several 
     powers of attorney to R. O. Viets, J. G. Sahn, J. H. Byington, Jr. and 
     D. P. Falck, or any one of them, in such form as the officers of the 
     Company determine and as counsel may advise.


                             * * * * * * * * * * *


          I, John G. Sahn, Secretary of CILCORP Inc., do hereby certify that 
the foregoing is a true and correct copy of a resolution duly and regularly 
adopted at meeting of the Board of Directors of CILCORP Inc., duly held 
February 22, 1994, at which a quorum was in attendance and voting throughout, 
and that said resolution has not since been rescinded, but is still in full 
force and effect.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal 
of the Company this 22 day of March, 1994.




                                         /s/ John G. Sahn
                                             John G. Sahn
                                             Secretary

(S E A L)














                                                  February 22, 1994




Mr. R. W. Slone
Mr. T. S. Romanowski
     300 Liberty Street
     Peoria, Illinois 61602

Mr. J. H. Byington, Jr.
Mr. D. P. Falck
     One Battery Park Plaza
     New York, New York 10004-1490

Gentlemen:

We hereby make, constitute and appoint each of you and any one of you our true 
and lawful attorney for each of us and in each of our names, places or steads, 
both in our individual capacities as directors and/or that of officers of 
Central Illinois Light Company to sign and cause to be filed with the 
Securities and Exchange Commission Central Illinois Light Company's annual 
report on Form 10-K for the fiscal year ended December 31, 1993 and any 
appropriate amendment or amendments to said report and any necessary exhibits.

The undersigned, Central Illinois Light Company, also authorizes you and any 
one of you to sign said annual report and any amendment or amendments thereto 
on its behalf as attorney-in-fact for its respective officers, and to file the 
same as aforesaid together with any exhibits.

                                            Very truly yours,

                                            CENTRAL ILLINOIS LIGHT COMPANY



                                           By /s/ R. W. Slone
                                                  R. W. Slone, Chairman, 
                                                     President and Chief
                                                     Executive Officer




Power of attorney related to execution and filing of Central Illinois Light 
Company 1993 annual report on Form 10-K.





/s/ M. Alexis                           /s/ R. W. Slone
    M. Alexis                               R. W. Slone




/s/ J. R. Brazil                        /s/ K. E. Smith
    J. R. Brazil                            K. E. Smith




/s/ W. Bunn III                         /s/ R. N. Ullman
    W. Bunn III                             R. N. Ullman




/s/ D. E. Connor                        /s/ J. M. Unland
    D. E. Connor                            J. M. Unland




/s/ H. S. Peacock                       /s/ J. F. Vergon
    H. S. Peacock                           J. F. Vergon




/s/ W. M. Shay                          /s/ M. M. Yeomans
    W. M. Shay                              M. M. Yeomans




/s/ R. L. Beetschen                     /s/ T. S. Romanowski
    R. L. Beetschen                         T. S. Romanowski









                                                                  EXHIBIT (25)

         Extract from Minutes of Meeting of the Board of Directors of
                        Central Illinois Light Company
                            held February 22, 1994


          Upon motion duly made and seconded, the following resolution was 
unanimously adopted:

               RESOLVED: That for the purpose of executing and completing 
     Central Illinois Light Company's annual report on Form 10-K for the 
     fiscal year ended December 31, 1993 to be filed with the Securities and 
     Exchange Commission, and of remedying any deficiencies with respect 
     thereto by appropriate amendment or amendments, this Company, its 
     officers and members of its Board of Directors are authorized to give 
     their several powers of attorney to R. W. Slone, T. S. Romanowski, J. H. 
     Byington, Jr. and D. P. Falck, or any one of them, in such form as the 
     officers of the Company may determine and as counsel may advise.


                             * * * * * * * * * * *


          I, John G. Sahn, Secretary of Central Illinois Light Company, do 
hereby certify that the foregoing is a true and correct copy of a resolution 
duly and regularly adopted at meeting of the Board of Directors of Central 
Illinois Light Company, duly held February 22, 1994, at which a quorum was in 
attendance and voting throughout, and that said resolution has not since been 
rescinded, but is still in full force and effect.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal 
of the Company this 22 day of March, 1994. 


                                                 
                                            /s/ John G. Sahn
                                                John G. Sahn
                                                Secretary



(S E A L)