UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  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 June 30, 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.

  1-10628             CIPSCO INCORPORATED           37-1260920
                   (An Illinois Corporation)
                     607 East Adams Street
                  Springfield, Illinois  62739
                         217-523-3600


  1-3672   CENTRAL ILLINOIS PUBLIC SERVICE COMPANY  37-0211380
                   (An Illinois Corporation)
                     607 East Adams Street
                  Springfield, Illinois  62739
                         217-523-3600


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 issuers'
classes of common stock, as of the latest practicable date:


CIPSCO INCORPORATED   Common stock, no par value,      34,107,706
                      shares outstanding at July 31, 1994 

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                      Common stock no par value,       25,452,373
                      shares outstanding and held by 
                      CIPSCO INCORPORATED at July 31, 1994






                              -1- 
                       CIPSCO INCORPORATED
                               AND
             CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
          FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1994

                            CONTENTS




PART I.  FINANCIAL INFORMATION                         Page No.


Item 1:  Financial Statements

         CIPSCO INCORPORATED

           Consolidated Statements of Income             4- 5

           Consolidated Balance Sheets                   6- 7

           Consolidated Statements of Cash Flows         8- 9

         CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

           Statements of Income                         10-11

           Balance Sheets                               12-13

           Statements of Cash Flows                     14-15

           Condensed Notes to Financial Statements of
             CIPSCO Incorporated and Central Illinois
             Public Service Company                     16-20

Item 2:  Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations
           CIPSCO Incorporated and Central Illinois
           Public Service Company                       21-25

PART II. OTHER INFORMATION

Item 5:  Other Information                               26

Item 6:  Exhibits and Reports on Form 8-K                26

Signatures                                              27-28 











                               -2-
The unaudited interim financial statements presented herein
include the consolidated statements of CIPSCO Incorporated and
Subsidiaries ("Company") as well as separate financial statements
for Central Illinois Public Service Company ("CIPS").  The
unaudited statements have been prepared by the Company and CIPS,
respectively, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations, although the Company and CIPS believe the
disclosures are adequate to make the information presented not
misleading.  The Company consolidated financial statements should
be read in conjunction with the financial statements and notes
thereto included in the Annual Report on Form 10-K of CIPSCO
Incorporated for the year ended December 31, 1993 (the "CIPSCO
10-K"); and the CIPS financial statements should be read in
conjunction with the financial statements and notes thereto
included in the Annual Report on Form 10-K of CIPS for the year
ended December 31, 1993 (the "CIPS 10-K").  

In the opinion of the Company and CIPS, their respective interim
financial statements filed as part of this Form 10-Q reflect all
adjustments necessary to present fairly the results for the
respective periods.  Due to the effect of weather and other
factors which are characteristic of CIPS' utility operations,
financial results for the periods ended June 30, 1994 and 1993
are not necessarily indicative of trends for any twelve-month
period.

This financial and other information is not given in connection
with any sale or offer to buy any security.



























                               -3-
Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.


         
                    CIPSCO INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Income
                For the Periods Ended June 30, 1994 and 1993
                               (in thousands)
                                 (unaudited)


                                     Three Months Ended  Six Months Ended  
                                          June 30,            June 30,
                                    ___________________ ___________________

                                       1994      1993      1994      1993   
                                    _________ _________ _________ _________
Operating Revenues:
  Electric......................... $178,914  $169,006  $338,246  $314,460 
  Gas..............................   21,484    18,370    85,578    82,456
  Investment.......................    2,107     1,915     4,303     3,679
                                    ________  ________  ________  ________ 

     Total operating revenues......  202,505   189,291   428,127   400,595 
                                    ________  ________  ________  ________ 
Operating Expenses:
  Fuel for electric generation.....   50,256    45,743   103,934    90,797 
  Purchased power..................   16,152    18,822    26,100    25,810 
  Gas purchased....................   12,011     9,529    54,613    53,447 
  Other operation..................   35,193    37,352    73,061    70,035 
  Maintenance......................   16,409    17,059    31,003    28,983 
  Depreciation and amortization....   20,037    19,535    40,449    39,051 
  Taxes other than income taxes....   12,948    12,887    29,178    28,489 
                                    ________  ________  ________  ________ 

     Total operating expenses......  163,006   160,927   358,338   336,612 
                                    ________  ________  ________  ________ 

Operating Income...................   39,499    28,364    69,789    63,983 
                                    ________  ________  ________  ________ 

Interest and Other Charges:
  Interest on long-term debt of
  subsidiary.......................    8,215     8,692    16,567    17,597 
  Other interest charges...........       17        60        (3)      418 
  Allowance for funds used during
  construction.....................     (461)     (528)     (485)   (1,041)
  Preferred stock dividends of
  subsidiary.......................      851       981     1,679     1,935
  Miscellaneous, net...............     (671)     (752)   (1,791)   (1,559)
                                    ________  ________  ________  ________ 

     Total interest and other 
     charges.......................    7,951     8,453    15,967    17,350 
                                    ________  ________  ________  ________ 



                                     -4-
Income Before Income Taxes.........   31,548    19,911    53,822    46,633 
                                    ________  ________  ________  ________ 

Income Taxes.......................   12,003     7,241    20,518    17,301
                                    ________  ________  ________  ________ 

Net Income......................... $ 19,545  $ 12,670  $ 33,304  $ 29,332 
                                    ========  ========  ========  ======== 

Average Shares of Common Stock
Outstanding........................   34,108    34,108    34,108    34,108

Earnings per Average Share of
Common Stock.......................      .57       .37       .98       .86



The accompanying condensed notes to financial statements are an integral
part of these statements.








































                                     -5-
              CIPSCO INCORPORATED AND SUBSIDIARIES
                   Consolidated Balance Sheets
               June 30, 1994 and December 31, 1993
                         (in thousands)


                                          June 30,   December 31,
                                            1994         1993
                                        ___________  ____________
                                        (unaudited)

              ASSETS

Utility Plant, at original cost:
  Electric............................. $2,217,905   $2,172,578
  Gas..................................    213,169      208,208
                                        __________   __________

                                         2,431,074    2,380,786
  Less-Accumulated depreciation........  1,053,082    1,020,416
                                        __________   __________

                                         1,377,992    1,360,370
  Construction work in progress........     44,586       61,104
                                        __________   __________

                                         1,422,578    1,421,474
                                        __________   __________
Current Assets:
  Cash.................................      3,905        4,630
  Temporary investments, at cost which 
  approximates market..................      7,480        5,527
  Accounts receivable, net.............     70,686       61,445
  Accrued unbilled revenues............     28,797       38,774
  Materials and supplies, at average 
  cost.................................     42,808       40,824
  Fuel for electric generation, at 
  average cost.........................     29,178       26,046
  Gas stored underground, at average 
  cost.................................      9,431       14,335
  Prepayments..........................      9,668       10,142
                                        __________   __________

                                           201,953      201,723
                                        __________   __________

Investments and Other Assets:
  Investment in marketable
  securities...........................     43,342       42,703
  Investment in leveraged leases.......     43,969       42,216
  Other................................     44,995       49,634
                                        __________   __________

                                           132,306      134,553
                                        __________   __________
                                        $1,756,837   $1,757,750
                                        ==========   ==========


                               -6-
    CAPITALIZATION AND LIABILITIES

Capitalization:
  Common shareholders' equity.......... $  633,737   $  634,252
  Unrealized investment losses, net....       (737)         -
  Preferred stock of subsidiary........     80,000       80,000
  Long-term debt of subsidiary.........    459,468      474,323
                                        __________   __________

                                         1,172,468    1,188,575
                                        __________   __________

Current Liabilities:
  Long-term debt of subsidiary due 
  within one year......................     15,000       20,000
  Accounts payable.....................     51,467       56,039
  Accrued wages........................     13,077       12,775
  Accrued taxes........................     23,946       12,973
  Accrued interest.....................      9,047        9,204
  Other................................     45,140       34,902
                                        __________   __________

                                           157,677      145,893
                                        __________   __________

Deferred Credits:
  Accumulated deferred income taxes....    300,326      294,732
  Investment tax credits...............     57,278       58,962
  Regulatory liability, net............     69,088       69,588
                                        __________   __________

                                           426,692      423,282
                                        __________   __________

                                        $1,756,837   $1,757,750
                                        ==========   ==========

The accompanying condensed notes to financial statements are an
integral part of these statements.




















                               -7-
              CIPSCO INCORPORATED AND SUBSIDIARIES
              Consolidated Statements of Cash Flows
          For the Periods Ended June 30, 1994 and 1993
                         (in thousands)
                           (unaudited)


                                              Six Months Ended
                                                  June 30,
                                           ______________________

                                              1994        1993  
                                           __________  __________
Operating Activities:
  Net income.............................. $  33,304   $  29,332
  Adjustments to reconcile net income
  to net cash provided:
    Depreciation and amortization.........    40,449      39,051 
    Allowance for equity funds used during 
    construction (AFUDC)..................      (332)       (673)
    Deferred income taxes, net............     4,851       6,995 
    Investment tax credit amortization....    (1,684)     (1,683)
  Cash flows impacted by changes in assets
  and liabilities:
    Accounts receivable and unbilled 
    revenues..............................       736      (2,473)
    Fuel for electric generation..........    (3,132)      2,155 
    Other inventories.....................     2,920        (582)
    Prepayments...........................       474       4,045 
    Other assets..........................     4,639       1,726  
    Accounts payable and other............     5,666       7,114 
    Accrued wages, taxes and interest.....    11,118       5,984 
  Other...................................      (774)      4,719 
                                           _________   _________  
    Net cash provided by operating 
    activities............................    98,235      95,710 
                                           _________   _________ 

Investing Activities:
  Utility construction expenditures, 
  excluding AFUDC.........................   (39,969)    (36,288)
  Allowance for borrowed funds used 
  during construction.....................      (153)       (369)
  Change in temporary investments.........    (1,953)     (3,709)
  Long-term investment in marketable
  securities..............................    (1,376)     (1,608)
  Long-term investment in leveraged 
  leases..................................    (1,753)        725 
                                           _________   _________ 

    Net cash used in investing activities.   (45,204)    (41,249)
                                           _________   _________ 







                               -8-
Financing Activities:
  Common stock dividends paid.............   (33,767)    (33,084)
  Proceeds from issuance of long-term 
  debt of subsidiary......................       -       135,000
  Repayment of long-term debt of 
  subsidiary..............................   (20,000)   (145,000)
  Repayment of short-term borrowings......       -       (21,393)
  Proceeds from issuance of preferred
  stock of subsidiary.....................       -        30,000
  Redemption of preferred stock of
  subsidiary..............................       -       (15,000)
  Issuance expense, discount and premium..        11      (5,392)
                                           _________   _________

    Net cash used in financing activities.   (53,756)    (54,869)
                                           _________   _________ 

  Net decrease in cash....................      (725)       (408)
  Cash at beginning of period.............     4,630       1,534 
                                           _________   _________ 

  Cash at end of period................... $   3,905   $   1,126 
                                           =========   ========= 

Supplemental Disclosures of Cash Flow
  Information

  Cash paid during the period for:
    Interest, net of amount capitalized... $  15,605   $  13,159 
    Income taxes..........................    11,053      14,013



The accompanying condensed notes to financial statements are an
integral part of these statements.
























                               -9-
                   CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            Statements of Income
                For the Periods Ended June 30, 1994 and 1993
                               (in thousands)
                                 (unaudited)


                                     Three Months Ended  Six Months Ended  
                                          June 30,            June 30,
                                    ___________________ ___________________
                                       1994      1993      1994      1993   
                                    _________ _________ _________ _________
Operating Revenues:
  Electric......................... $178,920  $169,013  $338,261  $314,474 
  Gas..............................   21,486    18,372    85,581    82,459 
                                    ________  ________  ________  ________ 

     Total operating revenues......  200,406   187,385   423,842   396,933 
                                    ________  ________  ________  ________ 
Operating Expenses:
  Fuel for electric generation.....   50,256    45,743   103,934    90,797 
  Purchased power..................   16,152    18,822    26,100    25,810 
  Gas purchased....................   12,011     9,529    54,613    53,447 
  Other operation..................   34,902    37,002    72,385    69,363 
  Maintenance......................   16,408    17,059    31,001    28,982 
  Depreciation and amortization....   19,878    19,432    40,185    38,845 
  Taxes other than income taxes....   12,940    12,865    29,156    28,447 
  Income taxes:
    Current........................   11,526     5,619    19,936    14,542 
    Deferred, net..................      887     2,063     1,262     3,564 
    Deferred investment tax 
    credits, net...................     (842)     (842)   (1,683)   (1,683)
                                    ________  ________  ________  ________ 

     Total operating expenses......  174,118   167,292   376,889   352,114 
                                    ________  ________  ________  ________ 

Operating Income...................   26,288    20,093    46,953    44,819 
                                    ________  ________  ________  ________ 
Other Income and Deductions:
  Allowance for equity funds used 
  during construction..............      316       341       332       673 
  Nonoperating income taxes........     (173)     (124)     (487)     (245)
  Miscellaneous, net...............      818       830     2,150     1,661 
                                    ________  ________  _________ ________ 
     Total other income and  
     deductions....................      961     1,047     1,995     2,089 
                                    ________  ________  ________  ________ 











                                    -10-
Income Before Interest Charges.....   27,249    21,140    48,948    46,908 
                                    ________  ________  ________  ________ 

Interest Charges:
  Long-term debt...................    8,215     8,692    16,567    17,597 
  Other interest charges...........       21        44         4       362 
  Allowance for borrowed funds used 
  during construction..............     (145)     (187)     (153)     (369)
                                    ________  ________  ________  ________ 

      Total interest charges.......    8,091     8,549    16,418    17,590 
                                    ________  ________  ________  ________ 

Net Income.........................   19,158    12,591    32,530    29,318 
Preferred Dividends................      851       981     1,679     1,935 
                                    ________  ________  ________  ________ 

Earnings for Common Stock.......... $ 18,307  $ 11,610  $ 30,851  $ 27,383 
                                    ========  ========  ========  ======== 



The accompanying condensed notes to financial statements are an integral
part of these statements.



































                                    -11-
             CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                         Balance Sheets
               June 30, 1994 and December 31, 1993
                         (in thousands)


                                          June 30,   December 31,
                                            1994         1993
                                        ___________  ____________
                                        (unaudited)

              ASSETS

Utility Plant, at original cost:
  Electric............................. $2,217,905   $2,172,578
  Gas..................................    213,169      208,208
                                        __________   __________

                                         2,431,074    2,380,786
  Less-Accumulated depreciation........  1,053,082    1,020,416
                                        __________   __________

                                         1,377,992    1,360,370
  Construction work in progress........     44,586       61,104
                                        __________   __________

                                         1,422,578    1,421,474
                                        __________   __________

Current Assets:
  Cash.................................        449        4,038
  Temporary investments, at cost which 
  approximates market..................      3,780        2,734
  Accounts receivable, net.............     70,795       61,591
  Accrued unbilled revenues............     28,797       38,774
  Materials and supplies, at average 
  cost.................................     42,808       40,824
  Fuel for electric generation, at 
  average cost.........................     29,178       26,046
  Gas stored underground, at average 
  cost.................................      9,431       14,335
  Prepayments..........................      9,629        9,847
                                        __________   __________

                                           194,867      198,189
                                        __________   __________

Other Assets...........................     44,362       48,799
                                        __________   __________

                                        $1,661,807   $1,668,462
                                        ==========   ==========







                              -12-
    CAPITALIZATION AND LIABILITIES

Capitalization:
  Common shareholders' equity.......... $  561,622   $  565,023
  Preferred stock......................     80,000       80,000
  Long-term debt.......................    459,468      474,323
                                        __________   __________

                                         1,101,090    1,119,346
                                        __________   __________

Current Liabilities:
  Long-term debt due within one year...     15,000       20,000
  Accounts payable.....................     50,913       55,931
  Accrued wages........................     13,077       12,720
  Accrued taxes........................     22,876       13,391
  Accrued interest.....................      9,047        9,204
  Other................................     45,140       34,895
                                        __________   __________

                                           156,053      146,141
                                        __________   __________
Deferred Credits:
  Accumulated deferred income taxes....    278,298      274,425
  Investment tax credits...............     57,278       58,962
  Regulatory liability, net............     69,088       69,588
                                        __________   __________

                                           404,664      402,975
                                        __________   __________

                                        $1,661,807   $1,668,462
                                        ==========   ==========



The accompanying condensed notes to financial statements are an
integral part of these statements.





















                              -13-
             Central Illinois Public Service Company
                    Statements of Cash Flows
          For the Periods Ended June 30, 1994 and 1993
                         (in thousands)
                           (unaudited)


                                              Six Months Ended
                                                  June 30,
                                           ______________________

                                              1994        1993  
                                           __________  __________

Operating Activities:
  Net income.............................. $  32,530   $  29,318
  Adjustments to reconcile net income
  to net cash provided:
    Depreciation and amortization.........    40,185      38,845 
    Allowance for equity funds used during 
    construction (AFUDC)..................      (332)       (673)
    Deferred income taxes, net............     3,131       4,261 
    Income tax credit amortization........    (1,684)     (1,683)
  Cash flows impacted by changes in assets
  and liabilities:
    Accounts receivable and accrued 
    unbilled revenues.....................       773      (2,499)
    Fuel for electric generation..........    (3,132)      2,155 
    Other inventories.....................     2,920        (582)
    Prepayments...........................       218       3,346 
    Other assets..........................     4,437       3,272  
    Accounts payable and other............     5,227       7,238 
    Accrued wages, taxes and interest.....     9,685       1,946 
  Other...................................      (511)      4,925 
                                           _________   _________  
    Net cash provided by operating 
    activities............................    93,447      89,869 
                                           _________   _________ 
Investing Activities:
  Construction expenditures, excluding
  AFUDC...................................   (39,969)    (36,288)
  Allowance for borrowed funds used during
  construction............................      (153)       (369)
  Changes in temporary investments........    (1,046)       (109)
                                           _________   _________ 

    Net cash used in investing activities.   (41,168)    (36,766)
                                           _________   _________ 











                              -14-
Financing Activities:
  Repurchase of common stock..............       -       (33,250)
  Proceeds from issuance of long-term debt       -       135,000
  Repayment of long-term debt.............   (20,000)   (145,000)
  Repayment of short-term borrowings......       -       (17,393)
  Proceeds from issuance of preferred
  stock...................................       -        30,000
  Redemption of preferred stock...........       -       (15,000)
  Dividends paid:
    Preferred stock.......................    (1,679)     (1,935)
    Common stock..........................   (34,200)        -
  Issuance expense, discount and premium..        11      (5,392)
                                           _________   _________ 

    Net cash used in financing activities.   (55,868)    (52,970)
                                           _________   _________  
  Net increase (decrease) in cash.........    (3,589)        133 
  Cash at beginning of period.............     4,038         480 
                                           _________   _________ 

  Cash at end of period................... $     449   $     613 
                                           =========   ========= 

Supplemental Disclosures of Cash Flow
  Information:

  Cash paid during the period for:
    Interest, net of amount capitalized... $  15,605   $  13,100 
    Income taxes..........................    14,047      19,066



The accompanying condensed notes to financial statements are an
integral part of these statements.

























                              -15-
              CIPSCO INCORPORATED AND SUBSIDIARIES
             CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
             CONDENSED NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 1994
                           (unaudited)




Note 1.  GENERAL
________________

The consolidated financial statements presented herein include
the accounts of CIPSCO INCORPORATED (CIPSCO), CENTRAL ILLINOIS
PUBLIC SERVICE COMPANY (CIPS), and CIPSCO INVESTMENT COMPANY AND
SUBSIDIARIES (CIC).  CIPSCO and Subsidiaries are referred to as
the "Company."  CIPSCO has two first-tier subsidiaries:  CIC, an
investment subsidiary, and CIPS, an electric and gas public
utility.  Prior year amounts have been reclassified on a basis
consistent with the June 30, 1994 presentation.

The financial statements of CIPS, a subsidiary of CIPSCO, include
only the accounts of CIPS.  Prior year amounts have been
reclassified on a basis consistent with the June 30, 1994
presentation.

Previously, CIPSCO and CIPS have filed separate reports on Form
10-Q.


Note 2.  COMMITMENTS AND CONTINGENCIES

ENVIRONMENTAL REMEDIATION COSTS - CIPS and certain of its
predecessors and other affiliates operated facilities in the past
for manufacturing gas from coal.  In connection with
manufacturing gas, various by-products were produced, some of
which remain on sites where the facilities were located.  CIPS
has identified 13 of these former manufactured gas plant sites
(environmental remediation sites) which contain potentially
harmful materials.  Under directives from the Illinois
Environmental Protection Agency (IEPA), CIPS has incurred costs
and associated legal expenses related to the investigation and
remediation of the sites.

One site was added to the United States Environmental Protection
Agency (USEPA) Superfund list on August 30, 1990.  On September
30, 1992 the IEPA, in consultation with the USEPA, decided that
the long-term remedial plan for this site should consist of a
ground water pump-and-treat program.  The IEPA and CIPS entered
into an agreement, which received approval by the court on March
14, 1994, for CIPS to carry out the remedial action with the IEPA
providing oversight.  It is not known at this time what specific
remedial action will be required at the other 12 sites.

In 1987, CIPS filed a lawsuit against a number of insurance
carriers seeking full indemnification for all costs in connection
with certain environmental sites.  CIPS has now settled the
lawsuit with substantially all of the insurance carriers.

                              -16-
The estimated incurred costs related to studies and remediation
at these 13 sites and associated legal expenses are being accrued
and deferred rather than expensed currently, pending recovery
through rates, from insurance carriers or from other parties.  
The total amount deferred represents costs incurred and estimates
for costs of completing studies at various sites and an estimate
of remediation costs at the Superfund site.  At June 30, 1994 the
amounts recovered have exceeded the aggregate amount deferred.

In 1992, the Illinois Commerce Commission (the "Illinois
commission") issued an Order (the "Generic Order") in its
consolidated generic proceeding initiated on March 6, 1991,
regarding appropriate ratemaking treatment of cleanup costs
incurred by Illinois utilities with respect to environmental
remediation sites.  The Generic Order indicates that allowed
cleanup costs may include prudently incurred costs of
investigation, assessment and cleanup of environmental
remediation sites, as well as litigation costs including those
involved in insurance recovery claims.  The Generic Order
authorizes utilities, including CIPS, to propose a mechanism to
recover cleanup costs which is consistent with the provisions of
the order.  Such a mechanism must, among other things, provide
for (1) recovery of cleanup costs over a five-year period,
excluding carrying costs associated with the unrecovered balance
of cleanup costs from the time that the recovery mechanism
becomes effective; (2) a return to ratepayers over a five-year
amortization period of any reimbursement of cleanup costs
received from insurance carriers or other parties; and (3) a
prudence review of each utility's expenditures. The Generic Order
was upheld on appeal by the Third District Illinois Appellate
Court.  That decision held that a rate rider mechanism is an
appropriate means for utilities to recover cleanup costs.  The
case has been appealed to the Illinois Supreme Court by an
intervenor that maintains that no recovery of cleanup costs
should be allowed and that, if allowed, a rate rider mechanism is
not the proper means of providing recovery.  CIPS and other
utilities have also appealed to the Illinois Supreme Court
seeking to include the unrecovered carrying charges in the rate
rider.  The Illinois Supreme Court has granted both appeals and
is expected to hear the appeals during 1994.  CIPS cannot predict
what action the Illinois Supreme Court will take in this matter.

On March 26, 1993 the Illinois commission approved CIPS' proposed
environmental cost-recovery rate riders, effective with April
1993 billings to customers.  Known as the electric environmental
adjustment clause and the gas environmental adjustment clause,
the riders are designed to enable CIPS to recover from its
customers costs associated with cleanup of the environmental
remediation sites, along with associated legal expenses, over a
five year period on terms consistent with the Generic Order.  The
environmental adjustment clause riders provide for an annual
review of amounts recovered through the riders.  Amounts found to
have been incorrectly included would be subject to refund. 
Through December 31, 1993, CIPS had collected $2.9 million
including interest from its customers pursuant to the riders. 
Pursuant to monthly filings made by CIPS under the riders, no
additional amounts have been collected from customers under the
riders since January 1994.  On April 6, 1994, the Illinois

                              -17-
commission initiated a reconciliation proceeding to review CIPS
environmental remediation activities and determine whether the
level of revenues collected by the riders is consistent with the
amount of remediation costs prudently incurred and whether all
amounts collected were correctly included in the riders.  CIPS
has filed testimony and provided data to the Illinois commission
regarding the reconciliation proceeding.  A status hearing is
scheduled for January 1995. 

Total cost to be incurred for the cleanup of these sites or the
possible recovery from insurance carriers and other parties
cannot be estimated.  Management believes that any costs incurred
in connection with the sites that are not recovered from
insurance carriers or other parties will be recovered through
utility rates.  Accordingly, management believes that costs
incurred in connection with these sites will not have a material
adverse effect on the financial position or results of operations
of the Company or CIPS.

FERC ORDER 636 - During 1992, the Federal Energy Regulatory
Commission ("FERC") issued a series of orders that require
substantial restructuring of the service obligations of
interstate pipeline suppliers.  These orders (together called
Order 636) required mandatory unbundling of existing pipeline gas
sales services.  Mandatory unbundling requires pipelines to sell
separately the various components previously included with gas
sales services (i.e., storage, transport, capacity sales, etc.). 
Order 636 provides a mechanism for pipelines to recover
transition costs associated with restructuring their gas sales
services.

Based on currently available information contained in the various
interstate pipeline Order 636 compliance filings, CIPS estimates
that the total amount of transition costs to be incurred by CIPS
is approximately $10 million of which $4.5 million has been paid. 
At June 30, 1994, CIPS had recorded a liability and a related
deferred gas cost of $1.4 million for that portion of the
transition costs that will be billed to CIPS regardless of future
pipeline services.

The Illinois commission issued an order in March 1994 permitting
retail gas distribution companies, including CIPS, full recovery
through rates of prudently incurred Order 636 transition costs. 
On May 4, 1994, the Illinois commission granted rehearing of the
order.  CIPS believes that the rehearing will be limited to a
determination of the proper allocation of transition costs among
customer classes.  A hearing examiner's proposed order in June
1994, reaffirmed the original order.  A final order will be
issued in the near future.  CIPS cannot predict what further
action the Illinois commission will take in this matter or
whether the Illinois commission's final order in this matter will
be appealed.

CLEAN AIR ACT - CIPS' compliance strategy to meet the sulfur
dioxide emission reduction requirements of the Clean Air Act
Amendments of 1990 (Amendments) includes complying with Phase I
of the Amendments by switching to a lower sulfur coal at some of
its units.  Phase II compliance will be accomplished by   

                              -18-
additional fuel switching at various units and by increased
scrubbing with its existing scrubber at Newton Unit 1. Phase I
and Phase II emission provisions of the Amendments become
effective in 1995 and 2000, respectively. 

CIPS estimates that total capital costs, primarily for
modifications to boilers, precipitators, coal handling
facilities, and continuous monitoring equipment for
implementation of this compliance strategy, will be less than $50
million in total including amounts spent to date.  Operating
costs are not expected to change materially.  Compliance costs
could result in electric base rate increases of approximately one
to two percent by the year 2000. 

In 1991, in accordance with the plan to switch some units to
lower sulfur coal, CIPS signed a long-term coal contract with an
existing supplier for lower sulfur Illinois coal.  Due to the
magnitude of the supplier's capital investment, the contract
includes a graduated termination charge.  In 1994, CIPS can
terminate the contract under certain conditions, and CIPS would
be required to pay up to $41 million (plus an inflation
adjustment) in termination charges.  Each year subsequent to 1994
the termination charge is reduced according to a formula using
tons of coal purchased.  The termination charge would not be
effective if CIPS terminated the contract due to the failure of
the coal to meet quality specifications provided for in the
contract.

LABOR DISPUTES - The International Union of Operating Engineers
(IUOE) Local 148 and the International Brotherhood of Electrical
Workers (IBEW) Local 702 each filed unfair labor practice charges
in 1993 with the National Labor Relations Board (NLRB) relating
to the legality of a lockout by CIPS of both unions during 1993. 
The Peoria Regional Office of the NLRB has issued a complaint
against CIPS concerning its lockout of IBEW-702 represented
employees.  However, the Peoria Regional Office did not find
merit to a similar charge filed by the IUOE 148 and it was
dismissed.  The IUOE 148 appealed the dismissal within the NLRB. 
On July 20, 1994, CIPS received notification from the Peoria
Regional Office that the Appeals Division, located in Washington
D.C., reversed the earlier decision made by the Peoria Regional
Office thereby finding merit to the claim by IUOE 148 that the
lockout of its members was illegal.  As a result of the finding
by the Appeals Division, the Peoria Regional Office may issue a
complaint against CIPS regarding the lockout of the IUOE 148
employees.  Both unions seek, among other things, back pay and
other benefits for the period of the lockout.  CIPS estimates the
amount of back pay and other benefits for both unions to be less
than $12 million.  Management believes the lockout was both
lawful and reasonable and that the final resolution of the
disputes will not have a material adverse effect on financial
position or results of operations of the Company or CIPS.

OTHER ISSUES - CIPS is involved in other legal and administrative
proceedings before various courts and agencies with respect to
rates, taxes, gas and electric fuel cost reconciliations, service
area disputes, environmental and other matters.  Although unable
to predict the outcome of these matters, management believes that

                              -19-
appropriate liabilities have been established and that final
disposition of these actions will have no material adverse effect
on the results of operations or the financial position of the
Company or CIPS.























































                              -20-
Item 2.  Management's Discussion and Analysis of Financial        
         Condition and Results of Operations

The following discussion and analysis of financial condition and
results of operations is for CIPSCO Incorporated and Subsidiaries
("Company") unless otherwise stated.

THE OUTLOOK

CIPS currently estimates that its total construction expenditures
for the 1994-1998 period will be about $431 million, including
about $4 million of allowance for funds used during construction. 
In addition to funds for construction, projected capital
requirements for the remainder of 1994 and for the 1995-1998
period include $73 million for scheduled debt retirements. 
Capital requirements for the 1994-1998 period are expected to be
provided primarily through internally generated funds.  External
financing to fund scheduled debt retirements may be required.

FINANCIAL CONDITION

Financial condition and changes in total Shareholder Equity of
the Company and CIPS for the six-month periods ended June 30,
1994 and 1993 are as follows:

                                             Six Months Ended     
                                                 June 30,
                                        ________________________
                                               (in thousands)    
The Company:                               1994           1993  
                                        _________      _________
  Common Shareholders' Equity

Net income                              $ 33,304       $ 29,332 
Common stock dividends paid              (33,767)       (33,084)
Other                                       (789)          (655)
                                        ________       ________ 

  Change in Shareholder Equity            (1,252)        (4,407)
                                        ========       ======== 


                                             Six Months Ended     
                                                 June 30,
                                        ________________________
                                               (in thousands)    
CIPS:                                      1994           1993  
                                        _________      _________
  Common Shareholders' Equity

Earnings for Common stock               $ 30,851       $ 27,383 
Repurchase of Common stock                   -          (33,250)
Common stock dividends paid              (34,200)           -   
Other                                        (52)          (655)
                                        ________       ________ 

  Change in Shareholder Equity            (3,401)        (6,522)
                                        ========       ======== 

                              -21-
OVERVIEW

The Company's earnings per share were $.57 for the quarter ended
June 30, 1994, compared to $.37 per share earned during the same
period in 1993.  The increase was primarily caused by increased
electric sales to customers of CIPS caused by warmer temperatures
in the second quarter of 1994.  The Company's earnings per share
were $.98 for the six months ended June 30, 1994, compared to
$.86 per share earned during the same period in 1993.  The
increase was due to increased sales to electric customers of CIPS
caused by warmer temperatures in the second quarter of 1994,
partially offset by increased operation and maintenance expenses
due to one time labor settlement costs and timing of production
maintenance expenses.  The following table summarizes the
components of consolidated net income and CIPS earnings for
common stock for the three months and six months ended June 30,
1994 and 1993 (see Results of Operations for further discussion). 
In this table, electric operating margin equals electric
operating revenues less fuel for electric generation and less
purchased power.  Gas operating margin equals gas operating
revenues less gas purchased.

                                   Second Quarter Ended  Six Months Ended  
                                         June 30,             June 30,
                                   ____________________ ___________________
                                      1994       1993      1994      1993   
                                   _________  _________ _________ _________
CIPS
  Electric operating margin        $112,512   $104,448  $208,227  $197,867 
  Gas operating margin                9,475      8,843    30,968    29,012
  Other deductions and interest    (102,829)  (100,700) (206,665) (197,561)
    expenses
  CIPS preferred stock dividends       (851)      (981)   (1,679)   (1,935)
                                    _______    _______   _______   _______

       Total earnings for
         common stock                18,307     11,610    30,851    27,383
                                    _______    _______   _______   _______


NON-UTILITY
  Investment revenues                 1,958      1,819     3,983     3,539
  Other deduction and expenses         (720)      (759)   (1,530)   (1,590)
                                    _______    _______   _______   _______

       Total non-utility net
         income                       1,238      1,060     2,453     1,949
                                    _______    _______   _______   _______

Consolidated net income            $ 19,545   $ 12,670  $ 33,304  $ 29,332
                                    =======    =======   =======   =======

RESULTS OF OPERATIONS

The results of operations of the Company and CIPS for the three
months and six months ended June 30, 1994 compared to the same
periods in 1993 are presented below.


                              -22-
   The Company     Net Income (in thousands)    Earnings Per Share
                   _________________________    __________________
                   Three Months   Six Months  Three Months Six Months
                   ____________   __________  ____________ __________ 

       1994           $19,545      $33,304       $.57         $.98
       1993            12,670       29,332        .37          .86
                      _______      _______       ____         ____
        Increase      $ 6,875      $ 3,972       $.20         $.12
                      =======      =======       ====         ====
        Percent
          Increase        54%          14%        54%          14%


   CIPS                Earnings for Common Stock (in thousands)
                       ________________________________________
                            Three Months     Six Months
                            ____________     __________
 
       1994                   $18,307         $30,851
       1993                    11,610          27,383
                              _______         _______
        Increase              $ 6,697         $ 3,468
                              =======         =======
        Percent
          Increase                58%             13%

OPERATING REVENUES

The changes in electric and gas revenues described below are for
the Company.  The only differences between changes in electric
and gas operating revenues for the Company and for CIPS are
intercompany revenues which are eliminated in the consolidated
financial statements.  These intercompany amounts are immaterial.

Electric revenues increased 6% in the second quarter and 8% in
the first six months of 1994 compared to the same periods in
1993, principally due to increased KWH sales in residential,
commercial and industrial classes.  Overall KWH sales decreased
9% in the second quarter of 1994 due to a decrease in interchange
economy and emergency sales from last year's record levels;
however, sales were higher in all other customer classes due to
warmer weather in the second quarter of 1994.  KWH sales
increased 2% in the first six months of 1994 as compared to the
same period in 1993 principally due to warmer weather in the
second quarter of 1994.

The changes in electric revenue and KWH sales are shown below:











                              -23-
          CHANGES IN ELECTRIC REVENUE AND KILOWATTHOUR SALES
                  INCREASE (DECREASE) FROM PRIOR YEAR
                            (in thousands)
                   _______________________________________________________________________________________
                               Second Quarter                                 Six Months
                          __________________________________________   __________________________________________
                                                                                                                 
                            Revenue     Rev %       KWH       KWH %      Revenue     Rev %       KWH       KWH %
                           _________    _____    _________    _____     _________    _____    _________    _____ 
                                                                                               
Residential                  $2,698       6%       31,759       6%       $ 2,799       3%       31,726       2% 
Commercial                    3,214       7%       50,033       8%         2,988       4%       39,469       3%
Industrial                    1,682       6%       14,108       2%         3,063       6%       57,221       5%
Public Authorities
 and Other                      714      26%          209       1%           540       8%       (5,470)     (6)%
                              _____               _______                 ______               _______ 
  Total Retail               $8,308       7%       96,109       5%       $ 9,391       4%      122,946       3%

Power Supply Agreements       2,793      17%       86,962      30%         5,837      18%      184,100      34%
Interchange Sales
  (economy/emergency)        (1,836)     (8)%    (544,606)    (36)%        7,347      24%     (210,286)    (10)%
Cooperatives and
 Municipals                     643      13%       12,342      11%         1,212      12%       17,801       8%
                              _____               _______                 ______               _______
  Total Wholesale            $1,600       4%     (445,302)    (23)%      $14,396      20%       (8,385)      -
                              _____               _______                 ______               _______

  Total                      $9,908       6%     (349,193)     (9)%      $23,786       8%      114,561       2%
                              =====               =======                 ======               =======


Gas revenues increased 17% in the second quarter and 4% in the
first six months of 1994 when compared to the same periods of
1993.  The second quarter increase in revenues to residential
customers was a result of increased purchase gas costs, and the
increase to commercial customers was due to commercial customers
switching from transported gas to purchasing directly from CIPS. 
The six month increase occurred primarily because industrial
customers switched from transporting gas to purchasing gas
directly from CIPS resulting in an increase in industrial
revenues and a decrease in transportation revenues.

Gas therm sales increased 19% in the second quarter and 6% in the
first six months of 1994 primarily due to colder weather in 1994.

The changes in gas revenues and therm sales are shown below.

                CHANGES IN GAS REVENUE AND THERM SALES
                  INCREASE (DECREASE) FROM PRIOR YEAR
                            (in thousands)
                   _______________________________________________________________________________________
                               Second Quarter                                 Six Months
                          __________________________________________   __________________________________________
                                                              Therms                                       Therms
                            Revenue     Rev %      Therms       %        Revenue     Rev %      Therms       %  
                           _________    _____    _________    _____     _________    _____    _________    _____ 
                                                                                              

Residential                  $2,291      21%        1,840      12%        $  605       1%          (21)      - 
Commercial                      611      18%          350       6%           352       2%          696       2%
Industrial                      (45)     (2)%      (1,634)    (18)%        2,702      57%        4,476      28%
Transportation                    6       -         8,465      50%          (997)    (20)%       7,540      13%
Miscellaneous                   251       -           -         -            460     414%          361       - 
                              _____                 _____                  _____                ______        
  Total                      $3,114      17%        9,021      19%        $3,122       4%       12,691       6%
                              =====                 =====                  =====                ======


Fuel for electric generation increased 10% for the second quarter
and 14% for the six months because of the increased generation 


                              -24-
required to support retail sales to customers and sales under
power supply agreements.

Purchased power decreased 14% for the second quarter of 1994
compared with the same period in 1993 reflecting lower levels of
purchases made for resale to interchange economy and emergency
customers.  Purchased power increased 1% for the six months of
1994 principally due to increases in average prices of power
purchased for resale.

Purchased gas increased 26% for the second quarter and 2% for the
six months when compared to the same periods in 1993.  The
primary reason for the increases in both the second quarter and
for the six months was the commercial and industrial customers
switching from transported gas to CIPS system gas resulting in
both higher purchased gas costs and higher gas revenues.

Maintenance and other operation expenses declined 5% in the
second quarter of 1994 compared to the second quarter of 1993 due
to fewer maintenance projects scheduled in the second quarter of
1994.  Maintenance and other operation expenses increased 5% in
the first six months of 1994 when compared to 1993 due to one
time expenses involved with settlement of labor disputes and the
scheduling of a major power station maintenance outage in the
first quarter of 1994, for which a similar project in 1993 did
not occur until later in the year.

Depreciation and amortization expense increased 3% in the second
quarter and 4% in the first six months of 1994 when compared to
1993 due to normal plant additions.

Interest charges and preferred dividends decreased 7% in the
second quarter and 9% in the first six months of 1994 as compared
with the same periods of 1993 due principally to refinancing of
long-term debt and preferred stock in 1993 at lower rates.
























                              -25-
                   PART II.  OTHER INFORMATION




Item 5.  Other Information

Reference is made to the fifth paragraph on page 5 under "Item 1. 
Business - Rate Matters" in the CIPS 10-K (incorporated by
reference in the CIPSCO 10-K) for information regarding the
economic development rate.  Effective June 13, 1994 the Illinois
commission granted CIPS approval to offer qualifying customers
the economic development rate through the period ending January
1, 2000.  The scope of the rate was broadened to include those
customers who receive service under the commercial time of use
rate classification.  In addition, the threshold for a customer
to qualify for the special contract provision of the rate was
lowered to 500 KW of load (or increments thereof) added to the
CIPS system from 2,000 KW.

Reference is made to the fourth paragraph on page 6 under "Item
1.  Business - Electric Operations" in the CIPS 10-K
(incorporated by reference in the CIPSCO 10-K) for information
regarding the analysis of the generating units at the five power
stations owned by CIPS.   At the present time CIPS plans to
continue operation of the twelve generating units at its power
stations and to continue its efforts to make additional sales of
capacity at market-based prices.  It is expected that CIPS will
conduct additional studies from time to time in the future to
determine the best economic options with respect to its
generating resources.

Item 6.  Exhibits and Reports on Form 8-K

  (A)   Exhibits: 

        None

  (B)   Reports on Form 8-K:

        None


















                              -26-
                            SIGNATURE



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

                                  CIPSCO Incorporated




Date:  August 11, 1994             /s/ J. C. Fiaush              
                                      J. C. Fiaush
                                       Controller
                               (Chief Accounting Officer)









































                              -27-
                            SIGNATURE



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

                         Central Illinois Public Service Company




Date:  August 11, 1994             /s/ J. C. Fiaush              
                                      J. C. Fiaush
                                       Controller
                             (Principal Accounting Officer)









































                              -28-