UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                 FORM 10-Q

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
               For the Quarterly period ended March 31, 1994

                                    OR

          [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
            For the Transition period from ........ to ........


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

  1-8946                        CILCORP Inc.                 37-1169387 
                         (An Illinois Corporation) 
                        300 Hamilton Blvd, Suite 300 
                           Peoria, Illinois  61602 
                               (309) 675-8810 

  1-2732               CENTRAL ILLINOIS LIGHT COMPANY        37-0211050 
                         (An Illinois Corporation) 
                             300 Liberty Street 
                           Peoria, Illinois  61602 
                               (309) 675-8810 


Indicate by check mark whether the Registrants (1) have filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrants were required to file such reports), and (2) have been subject 
to such filing requirements for the past 90 days. 
                      Yes      X             No 


Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date: 


CILCORP Inc.           Common stock, no par value,               13,035,756 
                       shares outstanding at April 30, 1994 

CENTRAL ILLINOIS LIGHT COMPANY
                       Common stock, no par value,               13,563,871 
                       shares outstanding and privately 
                       held by CILCORP Inc. at April 30, 1994 

                                 CILCORP INC.
                                     AND 
                         CENTRAL ILLINOIS LIGHT COMPANY
                FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1994
                                     INDEX




PART I.  FINANCIAL INFORMATION
                                                                      Page No.

Item 1:  Financial Statements 

         CILCORP INC.                                                     

           Consolidated Balance Sheets                                   3-5

           Consolidated Statements of Income                             6-7

           Consolidated Statements of Cash Flows                         8-9
          
         CENTRAL ILLINOIS LIGHT COMPANY

           Consolidated Balance Sheets                                  10-12

           Consolidated Statements of Income                             13

           Consolidated Statements of Cash Flows                        14-15
          
         Notes to Consolidated Financial Statements  
           CILCORP Inc. and Central Illinois Light Company              16-18

Item 2:  Management's Discussion and Analysis of Financial
           Condition and Results of Operations 
           CILCORP Inc. and Central Illinois Light Company              19-28

PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings                                               29

Item 4:  Submission of Matters to a Vote of Security Holders             30

Item 5:  Other Information                                              30-31

Item 6:  Exhibits and Reports on Form 8-K                                31

Signatures                                                              32-33

Exhibit 12:  Central Illinois Light Company, Computation 
             of Ratio of Earnings to Fixed Charges                       34
 

                     CILCORP INC. AND SUBSIDIARY COMPANIES
                          Consolidated Balance Sheets
                                (In thousands)

                                                              March 31,      December 31,
                                                                1994            1993
                                                                 
                                                             (Unaudited)   
   ASSETS                                                      
                                                                       
      Current Assets:                                                                 
         Cash and Temporary Cash Investments                   $    954      $   1,440
         Receivables, Less Reserves of $2,661 and $2,255         67,486         58,350
         Accrued Unbilled Revenue                                29,632         38,179
         Fuel, at Average Cost                                   10,307          8,323
         Materials and Supplies, at Average Cost                 16,330         16,674
         Gas in Underground Storage, at Average Cost              7,122         24,548
         Prepayments and Other                                   11,796          9,441
                                                               --------       --------
               Total Current Assets                             143,627        156,955
                                                               --------       --------
      Investments and Other Property:                                                 
         Investment in Leveraged Leases                         115,977        114,803
         Cash Surrender Value of Company-Owned                         
           Life Insurance, net of related policy                       
           loans of $24,923                                       1,634          1,263
         Other                                                    6,303          6,190
                                                               --------     ----------
               Total Investments and Other Property             123,914        122,256
                                                               --------     ----------
      Property, Plant and Equipment:                                                  
         Utility Plant, at Original Cost                                              
            Electric                                          1,077,657      1,068,818
            Gas                                                 351,218        348,541
                                                             ----------     ----------
                                                              1,428,875      1,417,359
            Less - Accumulated Provision for Depreciation       630,122        618,912
                                                             ----------     ----------
                                                                798,753        798,447
            Construction Work in Progress                        29,776         31,896
         Plant Acquisition Adjustments, being Amortized                               
           to 1999                                                3,889          4,068
         Other, Net of Depreciation                              23,811         24,173
                                                             ----------     ----------
               Total Property, Plant and Equipment              856,229        858,584
                                                             ----------     ----------
      Other Assets:                                                                   
      Prepaid Pension Cost                                       13,743         13,953
      Cost in Excess of Net Assets of Acquired Businesses,             
         Net of Accumulated Amortization of $3,654 and $3,479    25,076         25,251
      Other                                                      19,651         21,441
                                                             ----------     ----------
               Total Other Assets                                58,470         60,645
                                                             ----------     ----------
                                                                                      
               Total Assets                                  $1,182,240     $1,198,440
                                                             ==========     ==========
 
<FN>
The accompanying Notes to the Consolidated Financial Statements are an integral part of 
these balance sheets.



                         CILCORP INC. AND SUBSIDIARY COMPANIES
                              Consolidated Balance Sheets
                                    (In thousands)

                                                             March 31,      December 31,
                                                                1994             1993
                                                            (Unaudited)      
   
   LIABILITIES AND STOCKHOLDERS' EQUITY                                               
                                                                      
      Current Liabilities:                                                            
         Current Portion of Long-Term Borrowings              $  18,164     $      193
         Notes Payable                                           19,000         31,200
         Accounts Payable                                        32,805         47,668
         Accrued Taxes                                           12,612          5,666
         Accrued Interest                                         4,895          9,632
         Purchased Gas Adjustment Over-Recoveries and                  
           Refunds Due Customers                                  6,231          3,268
         Other                                                   12,784         12,080
                                                              ---------     ----------
               Total Current Liabilities                        106,491        109,707
                                                              ---------     ----------
                                                                                      
      Long-Term Borrowings                                      307,678        325,711
                                                              ---------     ----------
                                                                                      
      Deferred Credits:                                                               
         Deferred Income Taxes                                  230,780        229,897
         Net Regulatory Liability of Regulated Subsidiary        69,341         69,477
         Deferred Investment Tax Credit                          27,448         27,871
         Customers' Advances for Construction and Other          28,499         27,781
                                                              ---------     ----------
               Total Deferred Credits                           356,068        355,026
                                                              ---------     ----------
                                                                                      
      Preferred Stock of Subsidiary                              66,120         66,120
                                                              ---------     ----------
      Stockholders' Equity:                                                           
         Common Stock, no par value; Authorized                                       
           50,000,000 shares - Outstanding                                            
           13,035,756 and 12,971,501                            167,987        165,662
         Retained Earnings                                      177,896        176,214
                                                             ----------     ----------
               Total Stockholders' Equity                       345,883        341,876
                                                             ----------     ----------
                                                                                      
               Total Liabilities and Stockholders' Equity    $1,182,240     $1,198,440
                                                             ==========     ==========
 

<FN>
The accompanying Notes to the Consolidated Financial Statements are an integral part of 
these balance sheets.



                           CILCORP INC. AND SUBSIDIARY COMPANIES
                             Consolidated Statements of Income
                                        (Unaudited)
                                      (In thousands)*

                                                      Three Months Ended      
                                                           March 31,
                                                      1994          1993

        
Revenues:
                                                             
   Electric                                         $ 73,707       $ 67,108
   Gas                                                71,679         66,126
   Environmental and Engineering Services             29,384         29,765
   Other Businesses                                    2,666          1,924
                                                    --------       --------
      Total                                          177,436        164,923
                                                    --------       --------
                                                                              
Operating Expenses:                                                           
   Fuel for Generation and Purchased Power            27,912         24,142
   Gas Purchased for Resale                           42,946         38,221
   Other Operation and Maintenance                    57,054         53,033
   Depreciation and Amortization                      15,472         15,001
   Taxes, Other than Income Taxes                     11,220         10,820
                                                   ---------       --------
      Total                                          154,604        141,217
                                                   ---------       --------
Fixed Charges and Other:                                                     
   Interest Expense                                    6,516          7,206
   Preferred Stock Dividends of Subsidiary               703          1,110
   Allowance for Funds Used During Construction          (91)           (30) 
   Other                                                 127             19
                                                   ---------       --------
      Total                                            7,255          8,305
                                                   ---------       --------
                                                            
Income Before Income Taxes                            15,577         15,401
Income Taxes                                           5,876          6,016
                                                   ---------       --------
Net Income Including Minority Interest                 9,701          9,385
Minority Interest                                          0             51
                                                  ----------       --------
                                                                           
   Net Income Available for Common Shareholders   $    9,701       $  9,334
                                                  ==========       ========
                                                                           
Average Common Shares Outstanding                     13,004         12,909
                                                                           
Earnings Per Average Common Share                 $      .75       $    .72
                                                  ==========       ========
                                                                              
Dividends Per Common Share                        $     .615       $   .615
 
 
*Except Per Share Amounts
<FN>
The accompanying Notes to the Consolidated Financial Statements are an 
integral part of these statements.



                         CILCORP INC. AND SUBSIDIARY COMPANIES
                        Consolidated Statements Of Cash Flows
                                     (Unaudited)
                                   (In thousands)

                                                                      Three Months Ended
                                                                           March 31,
                                                                     1994           1993  

                                                                             
Cash Flows from Operating Activities:                                                     
   Net Income Before Preferred Dividends                            $10,405        $10,444
                                                                    -------        -------
   Adjustments to Reconcile Net Income to Net                                             
     Cash Provided by Operating Activities:                                               
      Non-Cash Lease Income & Investment Income                      (1,810)          (967)
      Depreciation and Amortization                                  15,472         15,001
      Deferred Income Tax, Investment Tax Credit and                                      
         Regulatory Liability of Regulated Subsidiary, Net              324            765
      Changes in Operating Assets and Liabilities:                                        
         Decrease in Accounts Receivable and Accrued                                      
           Unbilled Revenue                                            (589)         6,029
         Decrease in Inventories                                     15,786          5,413
         Decrease in Accounts Payable                               (14,863)          (633) 
         Increase in Accrued Taxes                                    6,946          3,944
         Changes in Other Assets and Liabilities, Net                  (394)        (6,861) 
                                                                    -------        -------
           Total Adjustments                                         20,872         22,691
                                                                    -------        -------
         Net Cash Provided by Operating Activities                   31,277         33,135
                                                                    -------        -------
Cash Flows from Investing Activities:                                                     
      Additions to Property, Plant and Equipment                    (12,416)       (18,544) 
      Sale of Long-Term Investments                                       0          1,328
      Other                                                            (757)        (1,699) 
                                                                    -------        -------
         Net Cash Used in Investing Activities                      (13,173)       (18,915) 
                                                                    -------        -------
                                                                                          
Cash Flows from Financing Activities:                                                     
      Decrease in Short-Term Debt                                   (12,200)        (6,145) 
      Proceeds from Issuance of Long-Term Debt                            0         67,573
      Repayment of Long-Term Debt                                         0        (77,168) 
      Increase of Minority Interest                                       0             51
      Common Dividends Paid                                          (8,012)        (7,939) 
      Preferred and Convertible Preferred Dividends Paid               (703)        (1,110) 
      Proceeds from Issuance of Stock                                 2,325              0
                                                                    -------        -------
         Net Cash Used in Financing Activities                      (18,590)       (24,738) 
                                                                    -------        -------
Net Decrease in Cash and Temporary                                                        
      Cash Investments                                                 (486)       (10,518)
Cash and Temporary Cash Investments at Beginning of Year              1,440         24,401
                                                                    -------        -------
Cash and Temporary Cash Investments at End of Quarter               $   954        $13,883
                                                                    =======        =======

Supplemental disclosures of cash flow information:                                        
Cash paid during the period for:                                                          
   Interest                                                         $11,083        $10,849
   Income Taxes                                                          73          4,298
                                                                                         
<FN>
The accompanying Notes to the Consolidated Financial Statements are an integral part of 
these statements. 
 



                          CENTRAL ILLINOIS LIGHT COMPANY
                           Consolidated Balance Sheets 
                                  (In thousands)

                                                            March 31,    December 31, 
                                                              1994           1993  
                                                           (Unaudited)
                                                                   
ASSETS
Utility plant, at original cost:                                     
  Electric                                                 $1,077,657    $1,068,818
  Gas                                                         351,218       348,541
                                                           ----------    ----------
                                                            1,428,875     1,417,359
  Less - accumulated provision for depreciation               630,122       618,912
                                                           ----------    ----------
                                                              798,753       798,447
Construction work in progress                                  27,933        31,896
Plant acquisition adjustments, net of amortization              3,889         4,068
                                                           ----------    ----------
      Total Utility Plant                                     830,575       834,411
                                                           ----------    ----------
Other Property and Investments                                                     
  Cash surrender value of Company-owned life                         
    insurance (net of related policy loans of $24,923)          1,634         1,263
  Other                                                         1,052         1,056
                                                           ----------    ----------
      Total Other Property and Investments                      2,686         2,319
                                                           ----------    ----------
Current Assets:                                                                    
  Cash and temporary cash investments                              14           594
  Receivables, less reserves of $760 and $585                  41,809        34,197
  Accrued unbilled revenue                                     17,949        25,111
  Fuel, at average cost                                        10,307         8,323
  Materials and supplies, at average cost                      16,330        16,674
  Gas in underground storage, at average cost                   7,122        24,548
  Prepaid taxes                                                   107           856
  Other                                                         8,718         6,945
                                                           ----------    ----------
      Total Current Assets                                    102,356       117,248
                                                           ----------    ----------
Deferred Debits:                                                                   
  Unamortized loss on reacquired debt                           6,829         6,950
  Unamortized debt expense                                      2,163         2,185
  Prepaid pension cost                                         13,743        13,953
  Other                                                         9,631        11,259
                                                           ----------    ----------
      Total Deferred Debits                                    32,366        34,347
                                                           ----------    ----------
        Total Assets                                       $  967,983    $  988,325
                                                           ==========    ==========
 
<FN>
The accompanying Notes to the Consolidated Financial Statements are an integral 
part of these balance sheets.



                          CENTRAL ILLINOIS LIGHT COMPANY
                           Consolidated Balance Sheets 
                                  (In thousands)


                                                            March 31,    December 31,  
                                                              1994          1993   
                                                           (Unaudited)
                                                                   
CAPITALIZATION AND LIABILITIES
Capitalization:
  Common shareholder's equity                                                      
    Common stock, no par value, authorized 20,000,000 
     shares, outstanding 13,563,871 shares                 $  185,661    $  185,661
    Retained earnings                                         110,547       108,645
                                                           ----------    ----------
      Total common shareholder's equity                       296,208       294,306
  Preferred stock without mandatory redemption                 44,120        44,120
  Preferred stock with mandatory redemption                    22,000        22,000
  Long-term debt                                              278,331       278,321
                                                           ----------    ----------
      Total Capitalization                                    640,659       638,747
                                                           ----------    ----------
Current Liabilities:                                                               
  Notes payable                                                 1,000        12,400
  Accounts payable                                             27,917        40,971
  Accrued taxes                                                11,357         6,083
  Accrued interest                                              4,469         8,616
  PGA over-recoveries and refunds due customers                 6,231         3,268
  Level payment plan                                              831         2,944
  Other                                                         5,625         5,106
                                                           ----------    ----------
      Total Current Liabilities                                57,430        79,388
                                                           ----------    ----------
Deferred Liabilities and Credits:                                                  
  Accumulated deferred income taxes                           144,596       144,969
  Net regulatory liability                                     69,341        69,477
  Investment tax credits                                       27,448        27,871
  Capital lease obligation                                      2,884         2,954
  Other                                                        25,625        24,919
                                                           ----------    ----------
      Total Deferred Liabilities and Credits                  269,894       270,190
                                                           ----------    ----------
        Total Capitalization and Liabilities               $  967,983    $  988,325
                                                           ==========    ==========
 



<FN>
The accompanying Notes to the Consolidated Financial Statements are an integral 
part of these balance sheets.



                        CENTRAL ILLINOIS LIGHT COMPANY
                       Consolidated Statements of Income
                                  (Unaudited)
                                (In thousands)

                                                       Three Months Ended  
                                                           March 31,
                                                     1994             1993   
                                                                   
Operating Revenues:                                                            
   Electric                                        $ 73,707          $ 67,108  
   Gas                                               71,679            66,126  
                                                   --------          --------  
      Total Operating Revenue                       145,386           133,234  
                                                   --------          --------  
Operating Expenses:                                                            
   Cost of fuel                                      26,052            22,246  
   Cost of gas                                       42,946            38,221  
   Purchased power                                    1,860             1,896  
   Other operation and maintenance                   28,731            24,823  
   Depreciation and amortization                     13,752            13,280  
   Income taxes                                       6,175             6,300  
   Other taxes                                        9,863             9,490  
                                                   --------          --------  
      Total Operating Expense                       129,379           116,256  
                                                   --------          --------  
Operating Income                                     16,007            16,978
                                                   --------          --------
Other Income and Deductions:                                                   
   Cost of equity funds capitalized                      23                -   
   Company-owned life insurance, net                   (127)              (19) 
   Other, net                                           (40)              292 
                                                   --------          --------  
      Total Other Income                               (144)              273 
                                                   --------          --------  
Interest Expenses:                                                             
   Interest on long-term debt                         4,796             5,074  
   Cost of borrowed funds capitalized                   (68)              (30) 
   Other                                                520               904  
                                                   --------          --------  
      Total Interest Expense                          5,248             5,948  
                                                   --------          --------  
Net Income                                           10,615            11,303  
                                                   --------          --------  
Dividends on Preferred Stock                            703             1,110  
                                                   --------          --------  
Net Income Available for Common Stock              $  9,912          $ 10,193  
                                                   ========          ========  
 
<FN>
The accompanying Notes to the Consolidated Financial Statements are an integral part 
of these statements.



                       CENTRAL ILLINOIS LIGHT COMPANY
                    Consolidated Statements of Cash Flows
                                 (Unaudited)
                               (In thousands)

                                                      Three Months Ended     
                                                           March 31,         
                                                      1994            1993   
                                                            
Cash flows from operating activities:                                       
   Net income including preferred dividends         $ 10,615      $ 11,303  
   Adjustments to reconcile net income to net                               
     cash provided by operating activities:                                 
      Depreciation and amortization                   13,931        13,458  
      Deferred taxes, investment tax credits
        and regulatory liability, net                   (932)       (1,371) 
      Increase in accounts receivable                 (7,612)       (6,625) 
      Decrease in fuel, materials and                                       
        supplies, and gas in underground storage      15,787         5,413  
      Decrease in unbilled revenue                     7,163         8,357  
      Decrease in accounts payable                   (13,054)         (460) 
      Increase in accrued taxes and interest           1,127           315  
      Decrease in other assets and 
        liabilities, net                               3,756         1,084  
                                                    --------      --------  
         Net cash provided by operating activities    30,781        31,474  
                                                    --------      --------  
Cash flows from investing activities:                                       
      Capital expenditures                            (9,737)      (17,200) 
      Cost of equity funds capitalized                   (23)            -     
      Other                                           (1,369)       (1,699) 
                                                    --------      --------  
         Net cash used in investing activities       (11,129)      (18,899) 
                                                    --------      --------  
Cash flows from financing activities:                                       
      Common dividends paid                           (8,010)       (7,939) 
      Preferred dividends paid                          (703)       (1,110) 
      Long-term debt issued                             -           64,937  
      Long-term debt retired                            -          (65,696) 
      Payments on capital lease obligation              (119)            -     
      Decrease in short-term borrowing               (11,400)       (3,000) 
                                                   ---------      --------  
         Net cash used in financing 
           activities                                (20,232)      (12,808)
                                                   ---------      --------  
Net decrease in cash and temporary cash 
  investments                                           (580)         (233) 
Cash and temporary cash investments at beginning                            
  of year                                                594         1,776  
                                                   ---------      --------  
Cash and temporary cash investments at 
  March 31                                         $      14      $  1,543  
                                                   =========      ========  
Supplemental disclosures of cash flow information:                          
   Cash paid during the period for:                                         
      Interest (net of cost of borrowed funds                               
        capitalized)                                $  9,334      $  8,560  
      Income taxes                                     2,271           185  

<FN>
The accompanying Notes to the Consolidated Financial Statements are an 
integral part of these statements.


                CILCORP INC. AND CENTRAL ILLINOIS LIGHT COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1.  Introduction

The consolidated financial statements include the accounts of CILCORP Inc. 
(CILCORP or Company), Central Illinois Light Company (CILCO), Environmental 
Science & Engineering, Inc. (ESE) and CILCORP's other subsidiaries after 
elimination of significant intercompany transactions.  Prior to the second 
quarter of 1993, CILCORP and CILCO filed separate reports on Form 10-Q.  The 
consolidated financial statements of CILCO, a wholly-owned CILCORP subsidiary, 
include the accounts of CILCO and its subsidiaries, CILCO Exploration and 
Development Corporation and CILCO Energy Corporation.

The accompanying unaudited financial statements have been prepared according 
to the rules and regulations of the Securities and Exchange Commission.  
Although CILCORP believes the disclosures are adequate to make the information 
presented not misleading, these financial statements should be read with the 
financial statements and related notes presented in the Company's 1993 Annual 
Report on Form 10-K.

In the Company's opinion, the financial statements furnished reflect all 
normal and recurring adjustments necessary for a fair presentation of the 
results of operations for the periods presented.  Operating results for 
interim periods are not necessarily indicative of operating results to be 
expected for the year or of the Company's future financial condition.  

NOTE 2.  POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS AND HEALTH CARE

In January 1994, CILCO adopted Financial Accounting Standards Board (FASB) 
Statement No. 112, "Employer's Accounting for Postemployment Benefits" 
(SFAS 112).  This standard requires accrual of benefits other than pensions or 
health care provided to former or inactive employees.  In January 1994, CILCO 
accrued a pre-tax liability of approximately $1 million, which represents the 
cumulative effect of applying SFAS 112 of which approximately $250,000 will be
capitalized during the year.  The effect of benefits ESE provides to former or 
inactive employees is not significant.

NOTE 3.  FEDERAL ENERGY REGULATORY COMMISSION ORDER 636

In 1992, the Federal Energy Regulatory Commission (FERC) issued Orders 636, 
636A, and 636B (collectively Order 636).  The orders have been appealed to the 
United States Court of Appeals by various parties.  As a result of Order 636 
and subsequent regulatory filings by interstate pipelines, the pipelines are 
continuing to transport gas to local gas distribution companies such as CILCO, 
but this service will be administered independently of the pipelines' sales of 
gas.  Interstate pipelines serving CILCO have generally ceased sales of gas 
and have become transporters only.  CILCO currently arranges for the purchase 
of gas from a variety of suppliers and has contracted for additional gas 
storage capacity to meet customer demands for gas.  CILCO believes it is 
well-positioned to ensure the continued acquisition of adequate and reliable 
gas supplies despite the regulatory changes.

Order 636 also permits pipelines to file new tariffs to provide for the 
recovery from their customers, including CILCO, of prudently incurred costs 
resulting from the transition to services under Order 636 ("transition 
costs").  CILCO's pipeline suppliers had filed with the FERC to directly bill 
CILCO, subject to refund, for approximately $1.4 million of transition costs, 
including interest, as of March 31, 1994.  CILCO has been billed approximately 
$741,000 through March 31, 1994.  CILCO estimates that it could ultimately be 
billed up to $3 million, excluding interest.  CILCO has recorded a liability 
of approximately $680,000 and a corresponding regulatory asset on its balance 
sheet, representing the minimum amount of the estimated range of such future 
transition costs which CILCO expects to incur.  

Transition costs are being recovered from CILCO's customers through the 
Purchased Gas Adjustment Clause (PGA).  The PGA allows CILCO to immediately 
reflect increases or decreases in the cost of natural gas in its charges to 
customers.  Approximately $1 million has been recovered from customers through 
March 31, 1994.  On March 9, 1994, the Illinois Commerce Commission (ICC) 
issued an order allowing Illinois gas utilities to recover 100% of pipeline 
transition costs.  While CILCO cannot at this time determine the outcome of an 
expected appeal of the March 9, 1994, ICC order regarding transition costs, 
management believes that based on existing law and the ICC order, any 
transition charges or other billings by the pipelines to CILCO as a result of 
Order 636 will be recoverable from customers through CILCO's gas rates.  
Therefore, management does not expect the order will materially impact CILCO's 
financial position or results of operations.

NOTE 4.  CONTINGENCIES

CILCO continues to investigate former gas manufacturing plant sites to 
determine if it is responsible for the remediation of any remaining waste 
materials (coal tar) at those sites.  The sites of five former gas 
manufacturing plants are located within CILCO's present gas service 
territory.  CILCO previously operated three of the five plants, and of the 
three sites, it currently owns two.  In cooperation with the Illinois 
Environmental Protection Agency (IEPA), CILCO has completed remedial action, 
at a cost of $3.3 million, at one of the two owned sites at which it operated 
a plant.  CILCO completed an investigation plan in 1992 to define the extent 
of remediation, if any, for the other owned site at which it formerly operated 
a plant.  The plan has been reviewed and approved by the IEPA, and CILCO is in 
the process of implementing this plan.  CILCO has not yet formulated a 
remediation plan for the third site where it formerly operated a gas 
manufacturing plant.  CILCO does not currently own the two sites at which it 
did not operate a plant.  

CILCO expects to spend approximately $200,000 for site monitoring and 
feasibility studies in 1994.  Until more detailed site specific testing has 
been completed, CILCO cannot determine the ultimate extent or cost of any 
remediation of the two remaining sites where it operated plants.  CILCO has 
recorded a $4.4 million liability and a corresponding regulatory asset on its 
balance sheet for coal tar investigation and remediation costs.  The 
$4.4 million represents the minimum amount of the estimated range of such 
future costs which CILCO expects to incur.  CILCO has not yet determined the 
extent, if any, of its remediation responsibility for the non-owned sites at 
which it never operated a gas manufacturing plant.

Prudently incurred investigation and remediation costs paid to outside parties 
are presently being recovered by CILCO from its gas customers, on a current 

basis with no impact on income, through a rate rider approved by the ICC on 
August 2, 1991.  In December 1993, the Illinois Appellate Court affirmed a 
generic order of the ICC which directed that utilities recover coal tar 
remediation costs over a five-year period, with no carrying costs allowed on 
the unrecovered balance.  In a separate decision in December 1993, the 
Appellate Court directed that CILCO's coal tar rider be made consistent with 
the generic order.  Based upon CILCO's interpretation of existing law, CILCO 
believes that coal tar expenses prudently incurred and collected prior to the 
Appellate Court's decision are not subject to refund.  However, expenses 
incurred after the Appellate Court's decision will be subject to the generic 
order.  The Citizens' Utility Board (CUB) has filed an appeal with the 
Illinois Supreme Court seeking disallowance of future recoveries of coal tar 
costs under the generic order.  On April 6, 1994, the Illinois Supreme Court 
granted CUB's petition for leave to appeal.  Pending a decision in that case, 
CILCO's future recovery of coal tar costs will be pursuant to the Commission's 
generic order.

Coal tar remediation costs incurred through March 1994 have been deferred on 
the Balance Sheets, net of amounts recovered from customers.  CILCO began 
recovering remediation costs under its coal tar rider on October 1, 1991, and 
through March 31, 1994, has recovered approximately $4 million.  CILCO cannot 
predict the outcome of the appeal to the Illinois Supreme Court, or whether 
amounts previously recovered will be subject to refund, but believes most or 
all of its future coal tar remediation costs will continue to be recoverable 
from customers.  Therefore, although the total cost to CILCO of any action 
with respect to the unremediated sites and the possibility of recovering that 
cost from insurance carriers or any potentially responsible parties cannot now 
be determined, management believes that such cost will not have a material 
adverse effect on CILCO's financial position or results of operations.

NOTE 5.  ACCOUNTING FOR CERTAIN INVESTMENTS IN MARKETABLE SECURITIES

In May 1993, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 115, "Accounting for Certain Investments in 
Debt and Equity Securities," (SFAS 115), which the Company adopted on its 
effective date, January 1, 1994.  SFAS 115 requires an enterprise to classify 
debt and equity securities into one of three categories based on its intended 
use for those securities.  It also requires the enterprise to adjust the 
carrying value of certain owned securities to market value.  The statement 
did not have a material effect on the Company's financial position or results 
of operations.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CILCORP Inc. (the Company) is the parent of two core operating businesses, 
Central Illinois Light Company (CILCO) and Environmental Science & 
Engineering, Inc. (ESE).  The Company also has three other first-tier subsidi-
aries, CILCORP Investment Management Inc. (CIM), CILCORP Development Services 
Inc. (CDS) and CILCORP Ventures Inc. (CVI), whose operations, combined with 
those of the holding company (Holding Company) itself, are collectively 
referred to herein as Other Businesses.

CILCO, the primary business subsidiary, is an electric and gas utility serving 
customers in central and east central Illinois.  ESE is a national 
environmental consulting and engineering firm serving governmental, 
industrial, and commercial customers.  CIM invests in a diversified portfolio 
of long-term financial investments which currently includes leveraged leases 
and energy related interests.  CDS pursues cogeneration opportunities.
CVI is a venture capital company which invests in new ventures and the 
expansion of existing ventures in environmental services, energy, 
biotechnology and health care.

CILCO's financial condition and results of operations are currently the 
principal factors affecting the Company's financial condition and results of 
operations.  
                                   Overview

The Company's earnings per share were $.75 for the quarter ended March 31, 
1994, compared to $.72 per share earned during the same period in 1993.  
Decreases in CILCO's interest expense and preferred stock dividends, improved 
cost containment by ESE and improved results in the Other Businesses segment 
all contributed to higher earnings in the first quarter of 1994 compared to 
the same period in 1993.  These improvements offset lower operating income of 
CILCO caused primarily by higher operations and maintenance expenses.


The following table summarizes net income for the three months ended March 31, 
1994 and 1993 (see Results of Operations for further discussion).


                                                       Three Months Ended
                                                           March 31,
                                                        1994          1993
                                                 (in thousands)
Core Businesses:                                                         
                                                                
  CILCO
   Electric Operating Income                          $ 8,543         $ 8,629
   Gas Operating Income                                 7,464           8,349
                                                      -------         -------
      Total Utility Operating Income                   16,007          16,978
   Utility Other Income and Deductions                 (5,392)         (5,675) 
   Preferred Stock Dividends of CILCO                    (703)         (1,110) 
                                                      -------         -------
      Total Utility Net Income                          9,912          10,193
  ESE                                                                        
   ESE Net Loss                                          (349)           (525) 
                                                      -------         -------
      Total Core Businesses Income                      9,563           9,668
  Other Businesses:                                                          
   Other Businesses Net Income (Loss)                     138            (334) 
                                                       ------         -------
      Consolidated Net Income Available to                                   
        Common Shareholders                            $9,701         $ 9,334
                                                       ======         =======
 

                          Capital Resources & Liquidity

The Company believes that internal and external sources of capital which are, 
or are expected to be, available to the Holding Company and its subsidiaries 
will be adequate to meet the Company's capital expenditures program, pay 
interest and dividends, meet working capital needs and retire debt as it 
matures.  

The Company 

Short-term borrowing capability is available to the Company for additional 
cash requirements.  CILCORP's Board of Directors has authorized it to borrow 
up to $40 million on a short-term basis.  On March 31, 1994, CILCORP had 
committed bank lines of credit of $40 million, of which $18 million was 
outstanding.  

Depending on market conditions, the Company may choose to issue new shares of 
common stock through the CILCO Employees' Savings Plan (ESP) and the CILCORP 
Automatic Reinvestment and Stock Purchase Plan (DRIP) or to have the plans 
purchase CILCORP stock on the open market.  However, the Company may not 
change its strategy more frequently than every three months.  From December 
1993 through March 1994, CILCORP issued 126,475 shares of common stock for 
$4.7 million to the plans.  During March, the Company suspended issuing new 
common stock to the ESP and DRIP, but it may resume issuing new shares to the 
plans as early as June 1994.  The Company plans to issue up to 
$30 million of common stock through these plans by 1996, depending on market 
conditions and corporate needs, but is under no commitment to do so.  The 
proceeds from newly issued stock will be used to retire CILCORP short-term 
debt, to meet working capital and capital expenditure requirements at CILCO, 
and for other corporate purposes.

To date, the Company has issued $26 million of medium-term notes under its $75 
million medium-term note program.  The Company may issue additional notes 
during 1994-1997 under this program to retire maturing debt of CILCORP Lease 
Management Inc. (CLM), a wholly-owned subsidiary of CIM, and to provide funds 
for other corporate purposes.

CILCO

Capital expenditures totaled $10 million for the three months ended March 31, 
1994.  Capital expenditures are anticipated to be approximately $82 million 
for the remainder of 1994, including $7 million to replace CILCO's Customer 
Information System.  CILCO expects to complete the project in 1995 at a total 
cost of $13 million.  CILCO expects to finance its 1994 capital requirements 
with funds provided by operating activities, issuance of secured debt, and 
with capital provided by CILCORP.  Capital expenditures for the years 1995 and 
1996 are estimated to be $70 million and $75 million, respectively.  

On December 17, 1993, CILCORP announced an agreement with Midwest Grain 
Products, Inc. (MWG), one of CILCO's largest customers, to develop a gas-fired 
cogeneration plant.  The plant will provide steam service to MWG's Pekin, 
Illinois, facility and also will generate electricity.  In early 1994, CILCORP 
Development Services Inc. (CDS), a newly-formed, unregulated CILCORP 
subsidiary, began construction of steam boilers and other equipment at a 
projected cost of $11 million.  $2.5 million had been spent through April 30, 
1994.  On March 23, 1994, the ICC approved the cogeneration project as a 
least-cost method for CILCO to meet its electric generation requirements and 
authorized CILCO to complete the project.  CILCO will acquire the assets 
constructed by CDS, complete construction of the steam boilers and other 
equipment, and also will invest approximately $5.8 million to install a 
20 megawatt turbine generator and related equipment.  The $16.8 million cost 
of the facility is included in CILCO's capital expenditures discussed above.  
Steam service is scheduled to begin January 1, 1995; the plant is scheduled to 
begin generating electricity in mid-1995.

In May 1994, CILCO plans to petition the ICC for authority to issue not more 
than $65 million of secured medium-term notes.  CILCO expects to obtain 
approval from the ICC during the second quarter of 1994, after which CILCO 
will file a shelf registration statement with the Securities and Exchange 
Commission.  CILCO plans to sell approximately $29 million of medium-term 
notes to finance its construction activities, including the Midwest Grain 
Project, and to retire short-term debt.  The remaining $36 million of secured 
debt will be issued periodically to retire outstanding long-term debt as it 
matures and for other corporate needs.

In the third quarter of 1992, CILCO began committing additional resources to 
repair and replace certain portions of its Springfield gas distribution system 
(see Part II. Item 5:  Other Information, CILCO Gas Operations).  This project 
was substantially completed on September 30, 1993, at a cost of approximately 
$24 million.    

At March 31, 1994, CILCO had bank lines of credit aggregating $30 million 
which are used to support CILCO's issuance of commercial paper.  CILCO had 
$1 million of commercial paper outstanding at March 31, 1994, and expects to 
issue commercial paper periodically throughout the remainder of 1994.

ESE

ESE's capital additions and improvements during the first quarter were 
approximately $900,000.  Capital expenditures for the remainder of 1994 are 
expected to be approximately $4.1 million.  Working capital increased 
approximately $400,000 during the first quarter. 

At March 31, 1994, ESE had borrowed $21.1 million from the Holding Company, an 
increase of $200,000 from December 31, 1993.  ESE had an unused $1 million 
bank line of credit to provide for working capital needs and had a $5 million 
bank line of credit, of which $2.5 million was used at March 31, 1994, to 
collateralize performance bonds issued to companies in connection with ESE 
projects.  ESE expects to finance its capital expenditures and working capital 
needs during 1994 with a combination of funds generated internally and 
periodic short-term borrowings from the Holding Company. 

                             Results of Operations

The results of operations of CILCO, ESE, and Other Businesses for the three 
months ended March 31, 1994, compared to the three months ended March 31, 
1993, are discussed below.

CILCO ELECTRIC OPERATIONS

The following table summarizes the components of CILCO electric operating 
income for the three months ended March 31, 1994 and 1993:


      Components of CILCO Electric                  Three Months Ended 
      Operating Income                                    March 31,    
                                                   1994            1993  
                                                      (In thousands)     
                                                               
      Revenue:                                                           
         Electric retail                        $70,005         $66,459  
         Sales for resale                         3,702             649  
                                                -------         -------  
           Total revenue                         73,707          67,108  
                                                -------         -------  
                                                                        
      Cost of Sales:                                                     
         Cost of fuel                            26,052          22,246  
         Purchased power                          1,860           1,896  
         Revenue taxes                            3,061           3,060  
                                                -------         -------  
           Total cost of sales                   30,973          27,202  
                                                -------         -------  
             Gross margin                        42,734          39,906  
                                                -------         -------  
      Operating Expenses:                                                
         Other operation and maintenance         19,685          17,367  
         Depreciation and amortization            9,888           9,626  
         Income and other taxes                   4,618           4,284  
                                                -------         -------  
           Total operating expenses              34,191          31,277  
                                                -------         -------  
           Electric operating income            $ 8,543         $ 8,629  
                                                =======         =======  
                                                                
 
Electric gross margin increased 7% for the three months ended March 31, 1994, 
compared to the same period in 1993.  This increase was due to greater sales 
for resale and a 4% increase in retail kilowatt hour sales compared to the 
first quarter of 1993.  Residential and commercial sales both increased 
5%, primarily due to colder winter weather.  Heating degree days were 3% 
higher for the quarter ended March 31, 1994 compared to the same period in 
1993.  

Industrial sales increased 3% for the quarter ended March 31, 1994, primarily 
due to increased demand by several of CILCO's large industrial customers.  The 
overall level of business activity in CILCO's service territory and weather 
conditions are expected to continue to be the primary factors affecting 
electric sales in the near term.  CILCO's electric sales may be affected in 
the long-term by increased competition in the electric utility industry.

Energy sales to other utilities increased during the first quarter of 1994, 
due to greater demand for electricity from neighboring utilities.  Sales for 
resale vary based on the energy requirements of neighboring utilities, CILCO's 
available capacity for bulk power sales, and the price of power available for 
sale.  CILCO expects competition to continue to increase in the sales for 
resale and purchased power market due to certain provisions of the Energy 
Policy Act of 1992.

Substantially all of CILCO's electric generating capacity is coal-fired.  The 
cost of fuel increased 17%, due to increased electric generation to meet 
greater demand for electricity from other utilities (sales for resale) and 
from CILCO's retail customers.  

Purchased power decreased slightly for the three months ended March 31, 1994, 
compared to the same period in 1993.  Purchased power expense varies based on 
CILCO's need for energy and the price of power available for purchase.  CILCO 
makes use of purchased power when it is economical to do so and when required 
during maintenance outages at CILCO plants.  Costs and savings realized from 
the purchase of power are passed through to CILCO's customers via the fuel 
adjustment clause (FAC).  The FAC allows CILCO to pass increases or decreases 
in the cost of fuel through to customers.  

Other operation and maintenance expenses increased 13% primarily due to 
increased employee benefit costs, including costs resulting from the 
implementation of SFAS 112, injury and damage claims and power plant 
maintenance.  (See Part I. Item 1: Note 2  Postemployment Benefits Other than 
Pensions and Health Care Costs.)

Depreciation and amortization expense increased slightly, reflecting additions 
and replacements of utility plant at costs in excess of the original cost of 
the property retired.

Income and other tax expense increased due to higher pre-tax operating income 
and higher corporate income tax rates enacted during 1993.

CILCO GAS OPERATIONS

The following table summarizes the components of CILCO gas operating income 
for the three months ended March 31, 1994 and 1993:


       Components of Gas                           Three Months Ended    
       Operating Income                                 March 31,        
                                                  1994            1993   
                                                     (In thousands)       
                                                                 
       Revenue:                                                          
         Sale of gas                            $68,409         $63,104  
         Transportation services                  3,270           3,022  
                                                -------         -------  
           Total revenue                         71,679          66,126  
                                                -------         -------  
       Cost of Sales:                                                    
          Cost of gas                            42,946          38,221  
          Revenue taxes                           3,695           3,488  
                                                -------         -------  
            Total cost of sales                  46,641          41,709  
                                                -------         -------  
              Gross margin                       25,038          24,417  
                                                -------         -------  
                                                                        
       Operating Expenses:                                               
         Other operation and maintenance          9,046           7,456  
         Depreciation and amortization            3,864           3,654  
         Income and other taxes                   4,664           4,958  
                                                -------         -------  
                                                                        
           Total operating expenses              17,574          16,068  
                                                -------         -------  
           Gas operating income                 $ 7,464         $ 8,349  
                                                =======         =======  
 


Gas gross margin and retail sales volumes increased 3% for the quarter ended 
March 31, 1994 compared to the same period in 1993 due to colder winter 
weather.  Residential sales increased 2% while commercial sales increased 6% 
for the first quarter.  Heating degree days were 3% higher than the same 
period in 1993.  The overall level of business activity in CILCO's service 
territory and weather conditions are expected to continue to be the primary 
factors affecting gas sales.  

Revenue and sales volumes from gas transportation services increased 8% for 
the quarter ended March 31, 1994 compared to the same period in 1993.  Revenue 
increased primarily due to increased purchases of gas by industrial 
transportation customers from suppliers other than CILCO.  

The cost of gas increased 12% for the quarter ended March 31, 1994.  The 
increase was primarily due to increased sales and higher natural gas costs 
from CILCO's suppliers.  The higher natural gas costs were passed through to 
CILCO's gas customers via the PGA, which partially contributed to the 8% 
increase in gas retail revenue.  The PGA is the mechanism used to pass 
increases or decreases in the cost of natural gas through to the customer.

Other operation and maintenance expenses increased 21% for the three months 
ended March 31, 1994, compared to 1993 due to rising employee benefit costs, 
including costs resulting from the implementation of SFAS 112, and higher 
injury and damage claims.  (See Part I. Item 1:  Note 2  Postemployment 
Benefits Other Than Pensions and Health Care Costs.)  Decreased gas 
maintenance expenses resulting from the completion of repairs to the 
Springfield gas distribution system partially offset the increases.  (See 
Part II. Item 5: Other Information, CILCO Gas Operations).    

Depreciation and amortization expense increased 6%, reflecting additions and 
replacements of utility plant at costs in excess of the original cost of the 
property retired.

Income and other taxes expense decreased for the quarter ended March 31, 1994, 
primarily due to lower pre-tax operating income.   

CILCO OTHER INCOME AND DEDUCTIONS 

The following table summarizes other income and deductions for the three 
months ended March 31, 1994 and 1993:


        Components of Other Income and            Three Months Ended  
        Deductions                                      March 31,     
                                                 1994             1993
                                                     (In thousands)   
                                                                
        Income:                                                         
          Interest income                      $   247         $   195  
                                               -------         -------  
        Expenses:                                                       
          Non-operating                            387             379  
          Amortization                             179             178  
          Interest                               5,316           5,978  
          AFUDC                                    (91)            (30) 
          Company-owned life insurance             127              19  
          Income taxes                            (279)           (654) 
                                               -------         -------  
            Total expenses                       5,639           5,870  
                                               -------         -------  
            Other Income (deductions)          $(5,392)        $(5,675) 
                                               =======         =======  
                                                               
 
Interest expense decreased due to lower interest rates on bonds issued in 
refinancing transactions in 1992 and 1993. 

ESE Operations
                                                       
The following table summarizes the components of the environmental and 
engineering services loss for the three months ended March 31, 1994 and 1993:


                                                     Three Months Ended
Components of ESE loss                                   March 31,
                                                 1994                   1993
                                                       (In Thousands)
                                                                 
Environmental and engineering                                                 
  service revenue                               $29,384                $29,765
Direct Non-Labor Costs                           10,413                  9,867
                                                -------                -------
  Net Revenues                                   18,971                 19,898
                                                -------                -------
Expenses:                                                                     
  Direct salaries and                                                         
    other operating costs                         9,464                 10,199
  General & administrative                        8,059                  8,473
  Depreciation                                    1,198                  1,200
  Amortization                                      296                    299
                                                -------                -------
                                                 19,017                 20,171
                                                -------                -------
Interest expense                                    405                    415
                                                -------                -------
Loss before income taxes                           (451)                  (688) 
    Income taxes                                   (102)                  (163) 
                                                -------                -------
       ESE net loss                             $  (349)               $  (525) 
                                                =======                =======
 

Net revenues declined 5% in the first quarter of 1994 primarily due to lower 
demand for ESE's services in the Northeast and West Coast offices.  Project 
delays in the Montana consulting office also contributed to this decrease.  
The overall decrease in the consulting offices was partially offset by 
increased demand for ESE laboratory services.  Direct non-labor costs as a 
percentage of gross revenue fluctuate primarily due to subcontractor usage.  

Direct salaries and other operating costs and general and administrative costs 
decreased 7% and 5%, respectively, in the first quarter of 1994 compared to 
1993, due to a reduction in work force associated with the overall decline in 
business volume that occurred in the last half of 1993.  Due to the 
labor-intensive nature of ESE's business, ESE can adjust staffing levels to 
appropriately recognize changing business conditions.  ESE had 1,218 full-time 
equivalent employees at March 31, 1994, compared to 1,316 at March 31, 1993.

Other Businesses Operations

The following table summarizes the components of Other Businesses' income 
(loss) for the three months ended March 31, 1994 and 1993:


       Components of Other Businesses'                Three Months Ended
                Net Income (Loss)                          March 31,
                                                   1994                 1993
                                                         (In thousands)
                                                                  
     Revenue:                                    
       Other revenue                               $2,419               $1,729
                                                   ------               ------
     Expenses:                                                                
       Operating expenses                           1,309                  669
       Depreciation and amortization                   48                   44
       Interest expense                               795                  813
       Income and other taxes                         129                  486
       Minority interest                                0                   51
                                                   ------               ------
          Total expenses                            2,281                2,063
                                                   ------               ------
          Other Businesses net income (loss)          138                 (334) 
                                                   ======               ======
 


Other revenue increased during the first quarter of 1994 due primarily to the 
new leveraged lease investments made by CIM subsidiaries in late 1993, and a 
$500,000 fee paid by CILCO to CILCORP related to the construction of the 
Midwest Grain cogeneration plant (See Capital Resources and Liquidity, CILCO).  
CILCO will capitalize the fee as part of its utility plant in service when the 
project is completed and will seek to include it in rate base in its next rate 
proceeding. 

Operating expenses increased primarily due to a one-time charge related to 
CILCORP's termination of a lease at an ESE facility that ESE no longer plans 
to use.  The lease was entered into during negotiations which led to CILCORP's 
1990 acquisition of ESE (see Part II, Item 1: Legal Proceedings).

Income and other taxes in 1994 were lower because the 1993 amount included 
income taxes related to CIM's sale of Tucson Electric Power Company stock in 
the first quarter and a reserve for potential income taxes if the Company's 
position regarding the depreciable life of the Springerville Unit No. 1 
generating station had not been ultimately upheld.  The Springerville tax 
dispute was favorably settled during the fourth quarter of 1993.

Minority interest in net income declined due to the 1993 purchase of the 19% 
minority interest in CILCORP Lease Management Inc., a second-tier subsidiary 
of CILCORP.

PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings

Reference is made to "Environmental Matters" under "Item 1.  Business" in the 
Company's 1993 Form 10-K, and "Note 4. Contingencies," herein, for certain 
pending legal proceedings and proceedings known to be contemplated by 
governmental authorities.  

CILCO and ESE are subject to certain claims and lawsuits in connection with 
work performed in the ordinary course of their businesses.  In the opinion of 
management, all claims currently pending either will not result in a material 
adverse effect on the financial position of the Company or are adequately 
covered by (i) insurance, or (ii) contractual or statutory indemnification, or 
(iii) reserves for potential losses.

At the request of the South Carolina Department of Health and Environmental 
Control ("DHEC"), the U. S. Department of Justice has begun an investigation 
into an alleged record-keeping violation at an office operated by ESE in 
Greenville, South Carolina.  DHEC is also continuing its investigation.  The 
office was closed in May 1993.  The investigation could potentially lead to 
criminal charges, as well as certain sanctions and civil penalties.  
Management cannot currently determine the outcome of this investigation but 
does not believe it will have a materially adverse impact on the Company's 
financial position or results of operations.  

CILCORP, ESE and the lessor of a building in Shelton, Connecticut have 
concluded settlement negotiations which will release ESE from future lease 
obligations and litigation related to the lease, provided that final 
settlement documents are acceptable to all parties.

After a significant number of leaks were detected in the Springfield cast iron 
gas distribution system in mid-1992, CILCO began a detailed examination of its 
Springfield gas distribution system and related operating practices and 
procedures.  The objective of this examination was to detect and repair gas 
main leaks and to identify and correct any operating deficiencies.  This 
project was substantially completed on September 30, 1993.  (See Part I. Item 
2:  Management's Discussion and Analysis of Financial Condition and Results of 
Operations, Capital Resources and Liquidity).

In September 1992, the ICC staff began an informal review of CILCO's 
Springfield gas operations and recordkeeping practices.  Subsequently, at the 
request of the ICC, the U.S. Department of Transportation and the U.S. 
Department of Justice began conducting investigations which management 
believes to be focused principally on CILCO's Springfield gas operations.  
These reviews could potentially lead to criminal charges, regulatory actions 
(see Gas Rate Increase Request), as well as certain sanctions and civil 
penalties.  Management cannot currently determine the outcome of these reviews 
or their regulatory effect, but does not believe they will have a materially 
adverse impact on CILCO's financial position or results of operations.

Other than these items, there are no material pending legal proceedings, or 
proceedings known to be contemplated by governmental authorities, other than 
ordinary routine litigation incidental to the business, to which the Company 
is a party or of which any of the Company's property is the subject.

Item 4:  Submission of Matters to a Vote of Security Holders

Shareholders cast the following votes at the Company's Annual Meeting of 
Shareholders held April 26, 1994:
                                                               Abstentions &
                                             Votes Against         Broker
                            Votes for        or Withheld         Non-Votes    

Elected to Board of           
Directors:
W. Bunn III                10,771,474             273,076                   0
H. J. Holland              10,737,219             313,354                   0
M. Alexis                  10,740,037             304,473                   0
H. S. Peacock              10,806,600             236,609                   0
R. N. Ullman               10,804,945             235,767                   0
R. O. Viets                10,800,992             248,085                   0

Appointment of
Independent Public
Accountants                10,772,616             144,936             139,843

Amend Bylaws and/or
Articles of 
Incorporation to 
establish a minimum
level of stock 
ownership for directors     1,660,804           7,713,300           1,700,627
 
ITEM 5:  OTHER INFORMATION

ELECTRIC COMPETITION

On April 20, 1994, the ICC adopted a "resolution recognizing the need for an 
examination of changes in the structure of the electric energy industry."  The 
ICC has indicated it will begin a broad-based and open examination of the 
purposes behind current utility laws and regulations in Illinois and whether 
or not these laws and regulations should be modified in light of the expanding 
presence of competitive market components within the electric energy industry.  
CILCO intends to participate actively in the proceedings.

GAS RATE INCREASE REQUEST

On January 14, 1994, CILCO filed a request with the ICC to increase gas base 
rates to reflect both the current costs of providing gas service and its 
additional investment in the gas system, including the replacement of certain 
portions of the Springfield gas distribution system (see Capital Resources and 
Liquidity-CILCO).  The revised rates are designed to increase annual gas 
revenues approximately $15 million, or 8.9% based upon an adjusted test year 
ended December 31, 1995.  The filing requests a 9.4% return on original cost 
rate base and a 12% return on common equity.  

In April 1994, the ICC staff filed its testimony related to CILCO's gas rate 
increase request.  The testimony currently recommends that approximately $7.4 
million of capital expenditures relating to the Springfield cast iron main 

renewal program (see CILCO Gas Operations) be excluded from CILCO's gas rate 
base.  The amount of the proposed disallowance is subject to change.  If the 
ICC were to uphold the staff's proposed disallowance, Statement of Financial 
Accounting Standards No. 90, "Regulated Enterprises - Accounting for 
Abandonments and Disallowances of Plant Costs," would require CILCO to 
recognize an expense equal to the amount excluded from rate base in the year 
the disallowance becomes probable, less applicable income taxes.  CILCO 
strongly disagrees with the ICC staff position regarding this proposed 
disallowance.  Management cannot predict the outcome of CILCO's rate filing, 
and accordingly has not recognized any of the proposed disallowance in the 
accompanying financial statements.  A decision from the ICC is not expected 
until late 1994.

CILCO ELECTRIC OPERATIONS

On April 26, 1994, the United States Environmental Protection Agency issued a 
Notice of Violation to CILCO regarding alleged violations of opacity emission 
limits at Edwards Station for coal-fired boilers numbers 1 and 2.  The Notice 
of Violation is issued pursuant to Section 113(a)(1) of the Clean Air Act.  
Management cannot currently determine the outcome of any actions related to 
the alleged violations, but does not believe they will have a materially 
adverse impact on CILCO's financial position or results of operations.

ESE OFFICER CHANGE

Effective April 1, 1994, Joseph F. Silvey was elected President and Chief 
Operating Officer of ESE.  Mr. Silvey had been Senior Vice President of ESE 
since February 1993 and Chief Operating Officer of ESE since January 1994.  
Ronald L. Rainson, former Chairman, President and Chief Executive Officer 
continues as Chairman.  A search will be conducted to fill the position of 
Chief Executive Officer.

Item 6:  Exhibits and Reports on Form 8-K

(a) Exhibits

    (12) Central Illinois Light Company Computation of Ratios of Earnings to 
         Fixed Charges

(b) Reports on Form 8-K

    None

                                    SIGNATURES

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

                                                  CILCORP Inc.
                                                  (Registrant)



Date May 11, 1994                                 R. O. Viets
                                                  R. O. Viets
                                                 President and 
                                             Chief Executive Officer


Date May 11, 1994                              T. D.Hutchinson
                                               T. D. Hutchinson          
                                                  Controller


                               SIGNATURES


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

                                      CENTRAL ILLINOIS LIGHT COMPANY
                                               (Registrant)



Date  May 11, 1994                           T. S. Romanowski
                                             T. S. Romanowski
                                         Vice President and Chief
                                             Financial Officer




Date  May 11, 1994                           R. L. Beetschen 
                                             R. L. Beetschen
                                          Controller and Manager 
                                            of Accounting  


                               CENTRAL ILLINOIS LIGHT COMPANY
                              Computation of Ratio of Earnings 
                                      to Fixed Charges



                                                         Twelve Months Ended       
                                  March 31,                  December 31,         
                                    1994        1993     1992       1991     1990      1989 
                                                    (Thousands of Dollars)                  
                                                                   
Earnings, as defined:                                                                       
  Net Income                       $36,990   $37,678   $35,636   $44,231   $40,966   $44,430
  Income Taxes                      20,617    20,368    17,723    22,329    20,500    22,179
  Fixed Charges, as below           25,923    26,335    25,130    24,295    24,095    24,540
                                   -------   -------   -------   -------   -------   -------
    Total Earnings, as defined     $83,530   $84,381   $78,489   $90,855   $85,561   $91,149
                                   -------   -------   -------   -------   -------   -------
Fixed Charges, as defined:                                                                  
  Interest on COLI                 $ 1,566   $ 1,434   $   930   $   870   $   868   $   798
  Interest on Short-Term Debt          492       592       180         0         0         0
  Interest on Long-Term Debt        19,475    19,753    20,747    21,285    21,399    21,968
  Amortization of Debt Discount                                                             
    & Expense and Premium              666       624       410        96        97       107
  Miscellaneous Interest Expense     1,160     1,485     2,448     1,591     1,320     1,205
  Interest Portion of Rentals        2,564     2,447       415       453       411       462
                                   -------   -------   -------   -------   -------   -------
    Total Fixed Charges,                                                                    
      as defined                   $25,923   $26,335   $25,130   $24,295   $24,095   $24,540
                                   =======   =======   =======   =======   =======   =======
                                                                                            
Ratio of Earnings to Fixed Charges    3.22      3.20      3.12      3.74      3.55      3.71
                                      ====      ====      ====      ====      ====      ====