UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q/A

                         AMENDMENT NO. 1

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

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


                               -1-
The undersigned registrants hereby amend the following items, financial
statements, exhibits or other portion of their Form 10-Q Report for the
quarter ended September 30, 1994 as set forth in the pages attached hereto:

            (List all such items, financial statements, exhibits
                         or other portions amended)

The registrants amend the portion of their Form 10-Q Report for the quarter
ended September 30, 1994, Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations, as indicated on this page. 
The four columns which appear in the table on page 22 of the electronic
filing show the incorrect year above the figures displayed in each of those
columns.  The year "1993" appears incorrectly and should read "1994" and the
year "1994" appears incorrectly and should read "1993."  The table below
reflects the correct years above the correct columns:

                                   Third Quarter Ended   Nine Months Ended 
                                      September 30,        September 30,
                                   ___________________   __________________
                                      (in thousands)      (in thousands) 
                                    1994       1993        1994     1993   
                                   ________  ________    ________  ________
CIPS
  Electric operating margin        $138,796  $144,547    $347,022  $342,413 
  Gas operating margin                7,925     8,668      38,893    37,680
  Other deductions and interest
    expenses                        112,819   114,190     319,483   311,750
  CIPS preferred stock dividends        889       853       2,568     2,788
                                    _______   _______     _______   _______
       Total earnings for
         common stock                33,013    38,172      63,864    65,555
                                    _______   _______     _______   _______


NON-UTILITY
  Investment revenues                 2,213     3,492       6,151     7,031
  Other deduction and expenses          970     1,542       2,455     3,133
                                    _______   _______     _______   _______
       Total non-utility net
         income                       1,243     1,950       3,696     3,898
                                    _______   _______     _______   _______

Consolidated net income            $ 34,256  $ 40,122    $ 67,560  $ 69,453
                                    =======   =======     =======   =======













                                     -2-
                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants, CIPSCO Incorporated and Central Illinois Public Service
Company, have duly caused this amendment to be signed on each registrant's
behalf by the undersigned hereunto duly authorized.




                                  CIPSCO Incorporated
                                     (Registrant)




                            Central Illinois Public Service Company
                                         (Registrant)










Date:  November 15, 1994             /s/ C. D. Nelson              
                                        C. D. Nelson
                               Treasurer and Assistant Secretary
                                   of each Registrant

























                                     -3-