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 June 30, 1995

                               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,      34,069,542
                      shares outstanding at June 30, 1995 

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                      Common stock, no par value,      25,452,373
                      shares outstanding and held by 
                      CIPSCO INCORPORATED at June 30, 1995


                                    -1-
                            CIPSCO INCORPORATED
                                    AND
                  CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

                                   INDEX



                                                         PAGE NO.
                                                         ________

Item 5.  Other Matters . . . . . . . . . . . . . . . . .     3

Item 6.  Exhibits and Reports on Form 8-K. . . . . . . .     3









































                                    -2-
                        PART II.  OTHER INFORMATION



ITEM 5.  OTHER MATTERS

  Reference is hereby made to the CIPSCO Incorporated and Central
Illinois Public Service Company Quarterly Report on Form 10-Q for
the quarterly period ending June 30, 1995, as filed by the
registrants with the Securities and Exchange Commission on August
14, 1995, (the "August 14, 10-Q").  The version of the Agreement
and Plan of Merger, dated as of August 11, 1995, by and among
CIPSCO Incorporated, Union Electric Company, Arch Holding Corp.
and Arch Merger Inc. (the "Merger Agreement") which was filed as
Exhibit 2(a) to the August 14 10-Q (the "August 14 Exhibit 2(a)")
and incorporated by reference into Item 5 of the August 14 10-Q
inadvertently contained a proviso in Section 9.3 thereof which
was not a part of the Merger Agreement and was not agreed to by
the parties thereto.  The full text of the correct version of the
Merger Agreement is attached hereto as Exhibit 2(a), and
incorporated herein by reference.  All references to the Merger
Agreement in Item 5 of the August 14 10-Q, including the
incorporation by reference into such Item of the Merger
Agreement, are hereby deemed to refer to the version of the
Merger Agreement filed herewith.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  Reference is hereby made to the Merger Agreement which was
filed as the August 14 Exhibit 2(a) to the August 14 10-Q.  The
last three lines of Section 9.3(a) of the August 14 Exhibit 2(a)
inadvertently contained a proviso which is not a part of the
Merger Agreement executed and agreed to by the parties thereto. 
The full text of the correct Merger Agreement is attached as
Exhibit 2(a) hereto and supersedes the August 14 Exhibit 2(a) in
its entirety.

  (a) Exhibits.

      Exhibit 2(a) -- Agreement and Plan of Merger, dated as of   
                      August 11, 1995, by and among CIPSCO        
                      Incorporated, Union Electric Company, Arch  
                      Holding Corp., and Arch Merger Inc.