SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES AND EXCHANGE ACT OF 1934

             Date of Report (date of earliest event reported):

                             October 29, 1996

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

                                 Illinois
              (State or other jurisdiction of incorporation)

                                  1-8946
                           (Commission File No.)

                                37-1169387
                     (IRS Employer Identification No.)


300 Hamilton Blvd., Suite 300
Peoria, Illinois                                                 61602     
(Address of principal executive office)                          (Zip Code)

            Registrant's telephone number, including area code:

                              (309) 675-8810
Item 5.  Other Events.


     On October 29, 1996, the Board of Directors of CILCORP Inc., an Illinois
corporation (the "Company"), authorized and declared a dividend distribution of
one right (a "Right") for each outstanding share of common stock, without par
value, of the Company to stockholders of record at the close of business on
November 12, 1996.  Each Right gives the registered holder thereof the right to
purchase from the Company one one-hundredth of a share (subject to adjustment)
of Series R Preferred Stock, without par value, of the Company at a purchase
price of $100.00, subject to adjustment in certain circumstances.  The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of October 29, 1996 (the "Rights Agreement"), between the Company and
Continental Stock Transfer & Trust Company as Rights Agent.

     A copy of the Rights Agreement is filed as an exhibit to this report and
is incorporated herein by reference.  The foregoing description of the Rights
Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit.


Item 7.   Financial Statements and Exhibits.

     1.   Form of Rights Agreement, dated as of October 29, 1996, between
CILCORP Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.

     2.   Press Release issued by the registrant on October 29, 1996,
concerning the Rights Agreement

     3.   Form of letter to the registrant's shareholders.

                                SIGNATURES

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

                                CILCORP INC.
                                (Registrant)
                                
                                
                                By:        
                                        Robert O. Viets
                                        President and Chief Executive
                                Officer
                                Dated:  _____________________