UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                    
                          Washington, DC  20549
                                    
                                FORM 8-K
                                    
                             CURRENT REPORT
                                    
                                    
                                    
                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
                                    
                                    
   Date of Report (Date of earliest event reported) November 25, 1996
                                    
                                    
                              CILCORP Inc.
         (Exact name of registrant as specified in its charter)

     Illinois                     1-8946               37-1169387
   (State or other               (Commission          (IRS Employer
    jurisdiction of               File Number)       Identification No.)
    incorporation)

         300 Hamilton Blvd., Suite 300, Peoria, Illinois   61602
                (Address of principal executive offices)


    Registrant's telephone number, including area code (309) 675-8810


                     CENTRAL ILLINOIS LIGHT COMPANY
         (Exact name of registrant as specified in its charter)
                                    
     Illinois                     1-2732            37-0211050
(State or other                (Commission       (IRS Employer
 jurisdiction of                File Number)      Identification No.)
 incorporation)

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

    Registrant's telephone number, including area code (309) 675-8810
                                    
Item 5. Other Events

CILCORP Inc. (the Company), a holding company, is the parent of Central
Illinois Light Company (CILCO).  CILCO is a regulated public utility
under the laws of the State of Illinois.

On November 22, 1996, CILCO announced a voluntary early retirement
incentive plan (Plan) to be offered to all management employees and
office and technical employees, with the exception of Electric
Production Division employees and Executive Officers.  A voluntary early
retirement incentive plan will also be offered for negotiation to
representatives of the International Brotherhood of Electrical Workers,
Local 51.  The Plan is part of a continuing effort to improve
operational efficiencies at CILCO and to better position it for
competition in the energy services industry.  To be eligible for the
Plan, employees must have at least five years of service and be at least
50 years of age as of December 31, 1996.  The Plan includes five years
being added to each employee's age and five years added to each
employee's years of service for retirement calculation.  This is the
second voluntary early retirement offer in the last two years to be
extended to CILCO employees.  The first plan became effective January 1,
1996.  For further information about the impact of the first plan, see
the Company's 1995 Annual Report filed on Form 10-K.

Elections to participate are due on December 31, 1996, with all
retirements to be effective January 1, 1997.  There are 210 CILCO
employees who are eligible for the Plan.  At this time management is not
able to predict the number of employees who will participate in the
Plan.  If 136 employees elect to participate in the Plan, which
represents the same percentage as those that participated in the first
plan, the Company estimates that that the Plan would generate an after-
tax charge of approximately $7.8 million against fourth quarter 1996
earnings and an annual after-tax cost reduction of approximately $5.2
million beginning in 1997.  Both the estimated after-tax charge to
earnings and the after-tax cost reduction could increase or decrease,
depending upon the years of service, age, salaries, and number of
employees who accept the offer.




                                  SIGNATURES

Pursuant to the requirements of the Securities 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)



Date November 25, 1996                                R. O. Viets
                                                      R. O. Viets
                                                    President and
                                                Chief Executive Officer


Date November 25, 1996                                J. L. Barnett
                                                      J. L. Barnett
                                                       Controller





                               SIGNATURES


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

                                    CENTRAL ILLINOIS LIGHT COMPANY
                                             (Registrant)



Date  November 25, 1996                    T. S. Romanowski
                                           T. S. Romanowski
                                      Vice President and Chief
                                           Financial Officer




Date  November 25, 1996                    R. L. Beetschen
                                           R. L. Beetschen
                                      Controller and Manager
                                          of Accounting