EXHIBIT 99.03



          The following are cautionary statements, assumptions and other
factors that could cause CIPSCO's or CIPS' actual results to differ
materially from those contemplated in any forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.

1.   Increased competition in the utility industry including effects of:
     decreasing margins as a result of competitive pressures; industry
     restructuring initiatives; inability to recover in rates a return on
     investments made under traditional regulation; legislation or
     regulatory initiatives (such as retail wheeling or open access)
     designed to increase competition and the presence of new competitors
     entering the CIPS service territory, including other traditional
     utilities, non-utility generators, power marketers, power brokers and
     others.  These factors could result in lower revenues and earnings.

2.   Economic conditions affecting customers' businesses producing changes
     in demand for their products or services or changes in their cost
     structures causing fluctuations in the amount of energy purchased from
     CIPS.  These factors could have a significant impact on the economic
     health of the CIPS service territory, which (in turn) could have an
     adverse impact on revenues and earnings.

3.   Financial or regulatory accounting principles or policies imposed by
     the Financial Accounting Standards Board, the Securities and Exchange
     Commission, the Federal Energy Regulatory Commission and the Illinois
     Commerce Commission.  These could adversely affect reported results.

4.   Availability or cost of capital, which may be affected by, or may
     affect, interest rates, market perceptions of the utility and energy-
     related industries, the Company or any of its subsidiaries or changes
     in security ratings of the Company or CIPS.  Increases in capital
     costs, without corresponding increases in revenues, would adversely
     affect earnings.

5.   Unusual weather conditions; catastrophic weather-related events;
     unscheduled generation outages; unanticipated changes in the cost or
     availability of fuel or gas supply due to higher demand, shortages or
     transportation problems; or electric transmission system or gas
     pipeline constraints.  The foregoing could adversely affect operating
     results.

6.   Economic conditions including significant fluctuations in the rate of
     inflation.  Increased costs caused by inflation, without corresponding
     increases in revenues would adversely affect earnings.

7.   Changes in monetary, fiscal, tax or environmental policies of
     governments or governmental agencies, which may significantly affect
     costs of capital, expense levels or costs of compliance with existing
     or future environmental requirements.  Such increases in costs,
     without corresponding increases in revenues, would adversely affect
     earnings.


8.   Employee workforce factors including changes in collective bargaining
     agreements with union employees, or work stoppages, which may increase
     costs or reduce revenues.

9.   Significant changes in policies of regulatory agencies with
     jurisdiction over CIPS' rates, which may adversely affect revenues and
     earnings.

10.  Costs and other effects of legal and administrative proceedings,
     settlements, investigations and claims, including but not limited to
     those described in Note 4 of the Notes to Consolidated Financial
     Statements in the Company's and CIPS' Annual Report on Form 10-K for
     the year ended December 31, 1996, under the caption Commitments and
     Contingencies.

Neither the Company nor CIPS undertakes any obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.