Exhibit 99.01



                   DESCRIPTION OF CAPITAL STOCK - CIPSCO

     General.  The authorized capital stock of CIPSCO consists of
4,600,000 shares of Preferred Stock, without par value, issuable
in series, of which none are outstanding and 100,000,000 shares
of Common Stock without par value of which 34,069,542 shares were
outstanding at December 31, 1995.
     
     The following statements, unless the context otherwise
indicates, are brief summaries of the substance or general effect
of certain provisions of CIPSCO's Amended and Restated Articles
of Incorporation ("CIPSCO Articles") and the CIPS Restated
Articles of Incorporation and the resolutions establishing series
of Preferred Stock (collectively, the "CIPS Articles"), and of
the CIPS Mortgage Indenture securing outstanding First Mortgage
Bonds of CIPS.  Such statements make use of defined terms and are
not complete; they are subject to all the provisions of the
CIPSCO Articles, the CIPS Articles or the CIPS Mortgage
Indenture, as the case may be.

     Preferred Stock.  The CIPSCO Articles grant the Board of
Directors of CIPSCO the authority to determine how shares of
Preferred Stock may be divided into and issued in series, and on
what terms and for what consideration such shares shall be
issued.  In addition, the CIPSCO Articles grant the Board the
authority to fix and determine the following relative rights and
preferences of shares of each such series of Preferred Stock: 
(1) the distinctive designation of, and the number of shares that
constitute, such series and the "stated value" or "nominal
value," if any, thereof; (2) the rate or rates of dividend (or
method of determining the rate or rates) applicable to shares of
such series; (3) the price at which, and the terms and conditions
on which, shares of such series may be redeemed by CIPSCO; (4)
the amount payable upon shares of such series in the event of the
involuntary liquidation of CIPSCO; (5) the amount payable upon
shares of such series in the event of the involuntary liquidation
of CIPSCO; (6) sinking fund provisions for the redemption or
purchase of shares of such series; (7) the terms and conditions
on which shares of such series may be converted, if such shares
are issued with the privilege of conversion; (8) the voting
rights (including, but not limited to, any special voting
rights), if any, of the holders of shares of such series,
provided that in no event shall any share of Preferred Stock be
entitled to more than a number of votes equal to the amount
determined by dividing the amount payable on such share
(exclusive of accrued dividends) in the event of the involuntary
liquidation of CIPSCO by $100.

     Dividend Rights.  Dividends are payable on CIPSCO's Common
Stock if and when declared by the Board of Directors of CIPSCO
and no restrictions are placed on the declaration of dividends by
the CIPSCO Articles.  The ability of CIPSCO to pay dividends is
dependent upon distributions made to it by CIPS and amounts
earned by CIPSCO on its other investments.

     Whenever dividends on all outstanding shares of the CIPS
Preferred Stock of all series for all previous quarter-yearly
dividend periods and the current quarter-yearly dividend period
shall have been paid or declared and set apart for payment, and
whenever all amounts required to be set aside for any sinking
fund for the redemption or purchase of shares of the CIPS
Preferred Stock for all previous periods or dates shall have been
paid or set aside, and subject to the limitations summarized
below, the Board of Directors of CIPS may declare dividends on
the CIPS Common Stock out of any surplus or net profits of the
Company legally available for the purpose.  The CIPS Mortgage
Indenture provides, in effect, that CIPS will not declare or pay
any dividends (other than in stock) on its Common Stock, or make
any other distribution on or purchase any CIPS Common Stock,
unless the total amount charged or provided for maintenance,
repairs and depreciation of the mortgaged properties subsequent
to December 31, 1940, plus the surplus earned during the period
and remaining after any such dividend, distribution or purchase,
shall equal at least 15% of the total utility operating revenues
of CIPS for the period, after deducting from such revenues the
cost of electricity and gas purchased for resale.  The CIPS
Articles provide in effect that, so long as any Preferred Stock
is outstanding, the total amount of all dividends or other
distributions on CIPS Common Stock (other than in stock) that may
be paid, and purchases of CIPS Common Stock that may be made,
during any 12-month period shall not exceed (a) 75% of the net
income of CIPS (as defined) for the 12-month period next
preceding each such dividend, distribution or purchase, if the
ratio of "common stock equity" to "total capital" (as defined) is
20% to 25%, or (b) 50% of such net income if such ratio is less
than 20%.  If such ratio is in excess of 25%, no such dividends
may be paid or distributions or purchases made that would reduce
such ratio to less than 25% except to the extent permitted by
clauses (a) and (b).  At December 31, 1995, no amount of retained
earnings was restricted as to the payment of dividends on CIPS
Common Stock under the foregoing provisions of the CIPS Mortgage
Indenture or the CIPS Articles.

     Voting Rights.  Under Illinois law and the CIPSCO Articles,
each share of Common Stock of CIPSCO is entitled to one vote on
each matter voted on at all meetings of shareholders, with the
right of cumulative voting in the election of directors and, in
accordance with Illinois law, the right to vote as a class on
certain questions.  Preferred Stock 
may have such voting rights as are established by the Board of
Directors subject to the provisions of the CIPSCO Articles
described under "Preferred Stock" above.

     Preemptive Rights.  Holders of CIPSCO's capital stock have
no preemptive subscription rights.

     Liquidation Rights.  In the event of any liquidation or
dissolution of CIPSCO, holders of CIPSCO Common Stock are
entitled to share ratably in the net assets and profits of CIPSCO
remaining after the payment in full to the holders of the CIPSCO
Preferred Stock of the aggregate preferential amount payable in
respect of such Preferred Stock in any such event.

     Miscellaneous.  The Transfer Agents for the CIPSCO Common
Stock are Illinois Stock Transfer Company, Chicago, Illinois, and
Harris Trust and Savings Bank, Chicago, Illinois; and the
Registrar is Harris Trust and Savings Bank, Chicago, Illinois.

     CIPSCO reserves the right to increase, decrease or
reclassify its authorized capital stock or any class or series
thereof, and to amend or repeal any provisions in the CIPSCO
Articles, in the manner prescribed by law; and all rights
conferred on shareholders in the CIPSCO Articles are subject to
this reservation.