Rule 424(b)(3) Prospectus
Registration No. 333-03011
PROSPECTUS
ILLINOVA CORPORATION
5,000,000 SHARES
COMMON STOCK
ILLINOVA INVESTMENT PLUS

Illinova Investment Plus (the "Plan") of Illinova Corporation
(the "Company") is designed to provide investors with a convenient way
to purchase shares of the Company's common stock, without par value
("Common Stock"), and to reinvest all or a portion of the cash
dividends paid on certain securities (the "Eligible Securities") of
the Company and its subsidiary, Illinois Power Company ("Illinois
Power") in additional shares of Common Stock. For a listing of
Eligible Securities, see "Illinova Investment Plus Eligible
Securities."
Participants in the Plan may:
o Make an initial investment in Common Stock with a cash
payment of at least $250 ($25 in the case of employees of
the Company or its subsidiaries).
o Reinvest all or a portion of cash dividends paid on Eligible
Securities registered in their names or Common Stock
credited to their Plan accounts in additional shares of
Common Stock.
o Increase their investment in Common Stock by making optional
cash investments at any time.
o Receive, upon written request, certificates for whole shares
of Common Stock credited to their Plan accounts.
o Deposit certificates representing Common Stock into the Plan
for safekeeping.
o Sell shares of Common Stock credited to their Plan accounts
through the Plan.
Shares of Common Stock purchased under the Plan will, at the
option of the Company, be newly issued shares or treasury shares
purchased directly from the Company, or shares purchased in the open
market or in privately negotiated transactions. Any open market or
privately negotiated purchases will be effected through an Independent
Agent (as hereinafter defined) selected by the Company. The Common
Stock is listed on the New York Stock Exchange and the Chicago Stock
Exchange. The closing price of the Common Stock on April 26, 1996 on
the New York Stock Exchange was $25 3/4.
The purchase price of newly issued or treasury shares of Common
Stock purchased under the Plan for an Investment Date (as hereinafter
defined) will be the average of the high and low sales prices of the
Common Stock reported on the New York Stock Exchange Composite Tape as
published in the Midwest Edition of The Wall Street Journal on the
Investment Date. The price of shares of Common Stock purchased
in the open market or in privately negotiated transactions will be the
weighted average price per share of the aggregate number of shares
purchased with respect to the relevant Investment Date. The Company
will pay the costs of administration of the Plan and any brokerage
commissions and service charges related to shares purchased under the
Plan; however, Participants will bear the costs of any brokerage
commissions and any applicable transfer taxes and service charges
related to shares sold under the Plan.

To the extent required by applicable law in certain
jurisdictions, shares of Common Stock offered under the Plan to certain
persons are offered only through a registered broker/dealer in such
jurisdictions.
This Prospectus contains a summary of the material provisions of
the Plan and should be retained for future reference.
______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________

The date of this Prospectus is June 21, 1996.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, information statements and other information
filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661 and at the 13th Floor, Seven
World Trade Center, New York, New York 10048. Copies of such material
may be obtained from the public reference section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, information statements and other information concerning
the Company may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, on
which exchanges the Common Stock of the Company is listed. In
addition, such reports, information statements and other information
concerning the Company can be inspected at the principal office of the
Company, 500 South 27th Street, Decatur, Illinois 62525.

This Prospectus does not contain all the information set forth in
the Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement"), which the Company
has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Statements contained or incorporated
by reference herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by
reference:

(1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1995;

(2) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and

(3) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-B dated May
5, 1994 and the Prospectus dated December 20, 1993 contained
in the Company's Registration Statement on Form S-4 (Reg.
No. 33-51053).

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of

filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will provide without charge to whom a copy of this
Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents which are not specifically
incorporated by reference into the information that this Prospectus
incorporates. Requests for such copies should be directed to the
Shareholder Services Department, Illinova Corporation, 500 South 27th
Street, Decatur, Illinois 62525, telephone number 1-800-800-8220.

THE COMPANY AND ITS SUBSIDIARIES

The Company is a holding company organized in Illinois on May 27,
1994. It has three principal operating subsidiaries: Illinois Power, a
combination electric and gas utility; Illinova Generating Company, an
independent power company which invests in energy-related projects and
competes in the independent power market; and Illinova Power
Marketing, Inc., an entity active in the business of brokering and
marketing electric power and gas to various customers. Illinois
Power's financial position and results of operation are currently the
principal factors affecting the Company's consolidated financial
position and results of operation.

Illinois Power is engaged in the generation, transmission,
distribution and sale of electric energy and the distribution and sale
of natural gas in the State of Illinois. Its service area is a widely
diversified industrial and agricultural area comprising approximately
15,000 square miles in northern, central and southern Illinois.
Electric service is provided at retail to 310 incorporated
municipalities, adjacent suburban and rural areas and numerous
unincorporated municipalities having an estimated aggregate population
of 1,265,000. Gas service is provided to 257 incorporated
municipalities, adjacent suburban areas and numerous unincorporated
municipalities having an estimated aggregate population of 920,000.
The larger cities served include Decatur, East St. Louis (gas only),
Champaign, Danville, Belleville, Granite City, Bloomington (electric
only), Galesburg, Urbana and Normal (electric only).

The executive offices of the Company and Illinois Power are
located at 500 South 27th Street, Decatur, Illinois 62525, and their
telephone number is 1-217-424-6600.

USE OF PROCEEDS

At present, it is expected that purchases of Common Stock under
the Plan will be made in the open market and that the Company will not
receive any proceeds from these purchases. If newly issued or
treasury shares of Common Stock are purchased under the Plan directly
from the Company, the Company will use the net proceeds from such
sales for general corporate purposes.

ILLINOVA INVESTMENT PLUS

Purpose
- -------

The purpose of the Plan is to provide investors in the Company
with a convenient way to purchase shares of Common Stock and to
reinvest all or a portion of the cash dividends paid on Eligible
Securities in additional shares of Common Stock. Effective July 1,
1996, the Plan will replace, by amendment and restatement, the
Automatic Reinvestment and Stock Purchase Plan (the "Reinvestment
Plan") and the Employees Stock Ownership Plan (the "Employees Stock
Plan") currently offered by the Company. All accounts and all
elections, notices, instructions and authorizations under the
Reinvestment Plan and the Employees Stock Plan automatically will
continue under the Plan, and participants in the Reinvestment Plan and
the Employees Stock Plan will continue as Participants in the Plan.
No action by current participants in the Reinvestment Plan and the
Employees Stock Plan is required to continue participation in the
Plan. If, after reviewing this Prospectus, a participant in the
Reinvestment Plan or the Employees Stock Plan does not wish to continue
participation in the Plan, such participant should deliver a completed
Sale/Transfer/Withdrawal Request Form to the Administrator, as
described under "--Termination of Participation by a Participant."

Summary
- -------

The following is a summary of the material terms and provisions
of the Plan and does not purport to be a complete description of all
terms and provisions of the Plan. The following summary is qualified
in its entirety by reference to all of the terms and provisions of the
Plan, which is an exhibit to the Registration Statement.

o Interested investors who are not employees of the Company or
its subsidiaries or record holders of Eligible Securities
may become Participants by making an initial investment of
at least $250 to purchase Common Stock through the Plan.
Employees of the Company or its subsidiaries who are not
record holders of Eligible Securities may become
Participants by making an initial investment of at least
$25.

o Record holders of Eligible Securities may become
Participants by electing to have dividend payments on all or
a portion of their Eligible Securities reinvested in Common
Stock, or by depositing certificates representing Common
Stock into the Plan for safekeeping.

o Participants may direct that all or a portion of their
dividend payments on Eligible Securities be reinvested in
additional shares of Common Stock. Dividend payments not
reinvested will be paid in the usual manner.

o In addition to having their dividend payments on Eligible
Securities reinvested in Common Stock, Participants may
invest additional funds in Common Stock through optional
cash investments of at least $25 for any single investment.
The Company reserves the right to refuse any optional cash
investment which causes an investor's total investment
(initial cash investments plus optional cash investments
plus dividends reinvested) to exceed $60,000 in any calendar
year. Optional cash investments may be made occasionally or
at regular intervals, as the Participant desires.

o Funds paid to the Plan are fully invested in Common Stock
through the purchase of whole shares and fractions of
shares, and proportionate cash dividends on fractions of
shares of Common Stock are used to purchase additional
shares of Common Stock.

o The Plan offers a "safekeeping" service whereby Participants
may deposit, free of any service charges, certificates
representing Common Stock into the Plan and have their
ownership of such Common Stock maintained on the
Administrator's records as part of their account. This
service can be selected by Participants without
participating in any other feature of the Plan.

o A Participant may direct the Administrator, at any time and
at no cost to the Participant, to transfer all or a portion
of the shares of Common Stock credited to a Participant's
account (including those shares of Common Stock deposited
into the Plan for safekeeping) to the account of another
Participant (or to set up an account for a new Participant
in connection with such transfer) or to send certificate(s)
representing such shares to the Participant or another
designated person or entity.

o Participants may sell shares of Common Stock credited to
their accounts, including those shares of Common Stock
deposited into the Plan for safekeeping, through the Plan.

o A statement will be mailed to each Participant for each
month in which a transaction takes place.

Administration
- --------------

Administration of the Plan is conducted by the individual (who
may be an employee of the Company), bank, trust company or other
entity (including the Company) appointed from time to time by the
Company to act as administrator of the Plan (the "Administrator"). The
Company will be the initial Administrator. The Administrator is
responsible for administering the Plan, receiving all cash investments
made by Participants, maintaining records of each Participant's
account activities, issuing statements of account and performing other
duties required by the Plan. The Administrator or its nominee, as

custodian, will hold one or more certificates registered in its name
representing the aggregate number of whole shares of Common Stock
purchased under, or deposited for safekeeping into, the Plan and
credited to a Participant's account. The Administrator will forward
funds to be used to purchase shares of Common Stock in the open market
or in privately negotiated transactions to an agent selected by the
Company (an "Independent Agent") that is an "agent independent of the
issuer," as that term is defined in the rules and regulations under
the Exchange Act. Additionally, the Administrator will promptly
forward sales instructions to the Independent Agent. The Independent
Agent is responsible for purchasing and selling shares of Common Stock
in the open market for a Participant's account in accordance with the
provisions of the Plan. The Company believes that its serving as the
Administrator of the Plan, rather than having a federally insured
bank or a registered broker-dealer serve as the Administrator, poses
no material risks to Participants.

Participants may contact the Administrator by writing to:

Illinova Corporation
Shareholder Services Department
500 South 27th Street
Decatur, Illinois 62525-1805

or by telephoning toll-free 1-800-800 8220 between 7 a.m. and 4:45
p.m., Monday through Friday, Central Time. Written communications may
be sent by telecopier (fax) to 1-217-424 6913.

Eligibility
- -----------

Any person or entity, whether or not a record holder of Common
Stock, is eligible to participate in the Plan, provided that (i) such
person or entity fulfills the prerequisites for participation
described below under "Enrollment Procedures" and (ii) in the case of
citizens or residents of a country other than the United States, its
territories or possessions, participation would not violate local laws
applicable to the Company, the Plan or the Participant. To the extent
required by applicable law in certain jurisdictions, shares of Common
Stock offered under the Plan to persons not presently record holders
of Common Stock are offered only through a registered broker/dealer in
such jurisdictions.

Enrollment Procedures
- ---------------------

Eligible applicants may join the Plan at any time after being
furnished with a copy of this Prospectus by completing and signing an
enrollment form ("Enrollment Form") in the manner set forth below.
Requests for copies of Enrollment Forms, as well as copies of other
Plan forms and this Prospectus, should be made in writing or by
telephone to the Administrator's address and telephone numbers listed
in " Administration" above. Record holders of Eligible Securities
should be sure to sign their name(s) on the Enrollment Form exactly as
they appear on their certificates.

In order to become a Participant in the Plan, an eligible
applicant must complete and sign an Enrollment Form and return it to
the Administrator and (i) make an initial cash investment, (ii) elect
to have cash dividends paid on Eligible Securities of which such
applicant is the record holder invested in Common Stock, or (iii)
deposit certificates representing shares of Common Stock into the Plan
for safekeeping.

Beneficial owners of Eligible Securities registered in "street
name" (e.g., in the name of a bank, broker, or trustee) may
participate in the Plan with respect to such securities by either (i)
transferring those Eligible Securities which they wish to be subject
to the Plan into their own name and depositing shares of Common Stock
into the Plan for safekeeping and/or electing to reinvest cash
dividend payments on such Eligible Securities in Common Stock or (ii)
making arrangements with the record or registered holder (e.g., their
bank, broker or trustee who will become the Participant) of such
securities to participate in the Plan on the beneficial owner's
behalf.

Holders of Common Stock currently participating in the Company's
Reinvestment Plan or Employee Stock Plan will automatically be
Participants in the Plan without sending in a new Enrollment Form.
However, Participants who wish to change their participation in any
way (e.g., from partial to full reinvestment) must submit a new
Enrollment Form.

Enrollment Forms will be processed as promptly as practicable. A
person will become a Participant after a properly completed Enrollment
Form has been received and accepted by the Administrator.

Eligible Securities
- -------------------

The following equity securities of the Company and Illinois Power
are Eligible Securities:

o Illinova Common Stock (including shares of Common Stock
purchased through the Plan)

o Illinois Power Serial Preferred Stock, $50 par value

o 4.08% Series Preferred Stock

o 4.26% Series Preferred Stock

o 4.70% Series Preferred Stock

o 4.42% Series Preferred Stock

o 4.20% Series Preferred Stock

o 7.75% Series Preferred Stock

o Illinois Power Serial Preferred Stock, without par value

o Adjustable Rate Series A Preferred Stock

In addition, the Company may from time to time designate, in its
sole discretion, other equity or debt securities of the Company and
its subsidiaries as Eligible Securities by notifying the Administrator
in writing of such designation.

Initial Cash Investments and Optional Cash Investments
- ------------------------------------------------------

Interested investors who are not employees of the Company or its
subsidiaries or record holders of Eligible Securities must include an
initial cash investment of at least $250 with their completed
Enrollment Form. Employees of the Company or its subsidiaries who are
not record holders of Eligible Securities must include an initial cash
investment of at least $25 with their completed Enrollment Form. Such
investments may be made (i) by personal check or money order payable
to Illinova Investment Plus, (ii) by direct debit or (iii) for
employees of the Company or its subsidiaries, by automatic payroll
deduction. DO NOT SEND CASH.

Participants may make optional cash investments by delivering to
the Administrator a completed Enrollment Form. Such investments may
be made (i) by personal check or money order payable to Illinova
Investment Plus, (ii) by direct debit or (iii) for employees of the
Company or its subsidiaries, by automatic payroll deduction. DO NOT
SEND CASH. Optional cash investments must be at least $25 for any
single investment. The Company reserves the right to refuse any
optional cash investment which causes an investor's total investment
(initial cash investments plus optional cash investments plus
dividends reinvested) to exceed $60,000 in any calendar year. There
is no obligation to make any optional cash investment and the amount
and timing of such investments may vary from time to time.

Employees participating in the Plan may arrange for initial and
optional cash investments under the Plan to be made through payroll
deductions. A payroll deduction for an initial cash investment must
be for at least $25 in a single pay period, and payroll deductions for
optional cash investments may be in even multiples of $1, but not less
than $5 per pay period. To initiate payroll deduction, an employee
must complete, sign and return to the Administrator a Payroll
Deduction Authorization Form.

After the Payroll Deduction Authorization Form has been received
by the Administrator and the authority for the payroll deduction has
been noted on the Company's payroll records, the Company will withhold
each month the amount authorized. The amount withheld from a paycheck
will be forwarded to the Administrator, and the Administrator will
invest the funds in Common Stock beginning on the first Investment
Date following receipt thereof by the Administrator.

The amount of payroll deduction can be revised, changed or
terminated at any time by written notice to the Administrator.
Commencement, revision or termination of payroll deductions will
become effective as soon as practicable after an employee's request is
received by the Administrator.

An Investment Date will occur twice every month. Initial and
optional cash investments will be invested in Common Stock beginning
on the first Investment Date following their receipt by the
Administrator; provided, that such investments must be received by the
Administrator no later than two business days prior to an Investment
Date to be invested beginning on that Investment Date. Otherwise, the
investment may be held by the Administrator and invested beginning on
the next Investment Date. The Administrator may temporarily invest
initial and optional cash investments and dividend payments, either
directly or indirectly, in U.S. government obligations or other
similar temporary investments approved by the Company ("Temporary
Investments"). Earnings from Temporary Investments will be used by
the Company to defray costs of administering the Plan. Any losses to
the Plan resulting from the Administrator purchasing Temporary
Investments will be reimbursed by the Company. No interest will be
paid on funds held by the Administrator pending investment.

Upon a Participant's written request, received by the
Administrator no later than two business days prior to the applicable
Investment Date, initial and optional cash investments not already
invested in Common Stock will be returned to the Participant. However,
no refund of a check or money order will be made until the funds from
such instruments have been actually collected by the Administrator.
Accordingly, such refunds may be significantly delayed. If the written
request to stop investment is received by the Administrator within two
business days prior to an Investment Date, initial and optional cash
investments then held by the Administrator will be invested in Common
Stock on such Investment Date.

All initial and optional cash investments are subject to
collection by the Administrator of full face value in U.S. funds. The
method of delivery of any initial and optional cash investment is at
the election and risk of the Participant or interested investor and
will be deemed received when actually received by the Administrator.
If the delivery is by mail, it is recommended that the Participant or
interested investor use properly insured, registered mail with return
receipt requested, and that the mailing be made sufficiently in
advance of the Investment Date.

Cash dividends paid on shares of Common Stock credited to a
Participant's account that were purchased through the Plan with
initial and optional cash investments will be reinvested in shares of
Common Stock in accordance with the Participant's reinvestment
election designated on a completed Enrollment Form.

Funds payable to a Participant or an interested investor as a
result of the redemption, tender or maturity, including accrued
interest and premium, if any, of any of the Eligible Securities of

which such Participant or interested investor is the record holder may
be invested in Common Stock through the Plan at the request of such
holder by delivering a properly completed Enrollment Form covering
such Eligible Securities to the Administrator. Any amounts invested in
Common Stock through the Plan as described in the previous sentence
will be treated as optional cash investments in determining the
Company's right to refuse optional cash investments which cause an
investor's total investment (initial cash investments plus optional
cash investments plus dividends reinvested) to exceed $60,000 in any
calendar year.

Reinvestment of Cash Dividend Payments
- --------------------------------------

Participants may elect to reinvest all or a portion of cash
dividends paid on all or a portion of Eligible Securities registered
in their names, Common Stock purchased through the Plan and credited
to their accounts and Common Stock deposited into the Plan for
safekeeping, by designating such election on their Enrollment Form. If
a Participant does not make an election, cash dividends paid on shares
of Common Stock credited to a Participant's account that were
purchased through the Plan or deposited into the Plan for safekeeping
will be paid in cash, by check or, if elected by the Participant, by
direct deposit. Participants electing partial reinvestment of
cash dividend payments on any Eligible Securities must designate the
specific security for which such partial reinvestment is desired and
the whole dollar amount or whole number of shares for which
reinvestment is desired. Once a Participant elects reinvestment, cash
dividend payments made on the designated Eligible Securities will be
reinvested in shares of Common Stock. The amount so reinvested will
be reduced by any amount which is required to be withheld under any
applicable tax or other statutes. If the Participant has specified
partial reinvestment, that portion of cash dividend payments not
designated for reinvestment will be sent to the Participant by check
or direct deposit in the usual manner.

Changing Plan Options
- ---------------------

A Participant may change Plan options, including (i) changing the
reinvestment level (i.e., full, partial or none) of cash dividend
payments on Eligible Securities and (ii) changing the designation of
Eligible Securities on which cash dividend payments are subject to
reinvestment, by delivering written instructions or a new Enrollment
Form to the Administrator. To be effective with respect to a
particular cash dividend payment, any such instructions must be
received by the Administrator on or before the record date relating to
such cash dividend payment. If such instructions are not received by
the Administrator on or before the record date, the instructions will
not become effective until after such dividend is paid. The shares of
Common Stock purchased with such funds will be credited to the
Participant's account.

Investment Dates
- ----------------

An "Investment Date" under the Plan will be (i) in any month in
which a cash dividend on Common Stock is paid (a "Dividend Payment
Date"), normally the 1st day of February, May, August and November of
each year, such Dividend Payment Date and the 15th day of the month
or, if either day is not a business day, the business day immediately
following that day, and (ii) in any month in which no Dividend Payment
Date occurs, the 1st and 15th day of the month or, if either day is
not a business day, the business day immediately following that day.

Purchases and Sales of Shares Generally
- ---------------------------------------

Shares of Common Stock purchased for Participants under the Plan
will be either newly issued shares or shares held in the treasury of
the Company or, at the Company's option, shares of Common Stock
purchased in the open market or in privately negotiated transactions
by an Independent Agent.

Purchases of shares of Common Stock from the Company, whether
newly issued or treasury shares, will be made on the relevant
Investment Date at the average of the high and low sales prices of the
Common Stock reported on the New York Stock Exchange Composite Tape as
published in Midwest Edition of The Wall Street Journal on the
Investment Date on which such shares are purchased. If no trading
occurs in the Common Stock on the Investment Date, the purchase price
will be the average of the high and low sales prices on the next
preceding trading day.

Purchases in the open market or in privately negotiated
transactions may begin on the relevant Investment Date and should be
completed no more than 15 days after that Investment Date. Funds not
invested in Common Stock within 30 days of receipt will be promptly
returned, without interest, to Participants. The price of any shares
of Common Stock purchased in the open market or in privately
negotiated transactions for Participants will be the weighted average
price per share of the aggregate number of shares purchased with respect
to the relevant Investment Date.

The number of shares (including any fraction of a share rounded
to three decimal places) of Common Stock credited to the account of a
Participant for a particular Investment Date will be determined by
dividing the total amount of cash dividends, optional cash investments
and/or initial cash investments to be invested for such Participant on
such Investment Date by the relevant purchase price per share.

With regard to open market purchases and sales of shares of
Common Stock by an Independent Agent, none of the Company, the
Administrator (if it is not also the Independent Agent) or any
Participant will have any authority or power to direct the time or
price at which shares may be purchased or sold, the markets on which
the shares are to be purchased or sold (including on any securities

exchange, in the over-the-counter market or in negotiated
transactions), or the selection of the broker or dealer (other than
any Independent Agent) through or from whom purchases and sales may be
made. The Independent Agent may commingle each Participant's funds
with those of other Participants for the purpose of executing purchase
and sale transactions. Dividend and voting rights will commence upon
settlement, whether shares are purchased from the Company or any other
source.

Safekeeping Service
- -------------------

At the time of enrollment, or at any later time, Participants may
take advantage of the Plan's safekeeping services. Common Stock held
in certificate form by a Participant may be deposited into the Plan,
to be held by the Administrator or its nominee, by delivering a
completed Enrollment Form and the Common Stock certificates to the
Administrator. Such certificates should not be endorsed. The shares of
Common Stock so deposited will be transferred into the name of the
Administrator or its nominee, as custodian, and credited to the
Participant's account. Thereafter, such shares of Common Stock will be
treated in the same manner as shares of Common Stock purchased under
the Plan and credited to the Participant's account. Cash dividends
paid on shares of Common Stock credited to a Participant's account
that were deposited into the Plan for safekeeping will be reinvested
in shares of Common Stock in accordance with the Participant's
reinvestment election designated on the Enrollment Form.

Sale of Shares of Common Stock
- ------------------------------

Participants may request, at any time, that all or a portion of
the shares of Common Stock credited to their account be sold by
delivering to the Administrator a completed Sale/Transfer/Withdrawal
Request Form. Only whole shares of Common Stock credited to a
Participant's account may be sold under the Plan. The Administrator
will forward the sale instructions to an Independent Agent within five
business days of receipt (except as described in the following
paragraph). An Independent Agent will sell such shares as soon as
practicable after processing the request and will transmit to the
Participant the proceeds of the sale (less any brokerage commissions
and any applicable transfer taxes and service charges). Proceeds of
shares of Common Stock sold through the Plan will be paid to the
Participant by check.

If instructions for the sale of shares of Common Stock on which
cash dividends are not being reinvested are received by the
Administrator on or after the record date relating to a Dividend
Payment Date but before the Dividend Payment Date, the sale will be
processed and a separate check for the dividends will be mailed to the
Participant following the Dividend Payment Date. If instructions for
the sale of shares of Common Stock on which cash dividends are being
reinvested are received by the Administrator on or after the record
date relating to a Dividend Payment Date but before the Dividend

Payment Date, the dividends paid on the Dividend Payment Date will be
invested in Common Stock through the Plan, and (i) if the
Participant's sale instructions cover less than all of the shares of
Common Stock credited to his account, the sale of such shares will be
processed and the shares purchased with the reinvested dividends will
be credited to the Participant's account or (ii) if the Participant's
sale instructions cover all of the shares of Common Stock credited to
his account, the sale instructions will not be processed until after
the dividends have been invested in Common Stock through the Plan at
which time all of the shares credited to his account, including the
shares purchased with the reinvested dividends, will be sold and the
proceeds transmitted to the Participant.

Withdrawal of Shares of Common Stock
- ------------------------------------

A Participant may withdraw some or all of the Common Stock
credited to his account from the Plan at any time by delivering to the
Administrator (i) a completed Sale/Transfer/Withdrawal Request Form,
if the Participant will be the record holder of such Common Stock
after withdrawal, or (ii) a completed Sale/Transfer/Withdrawal Request
Form and a stock assignment (stock power), if the Participant will not
be the record holder of the Common Stock after withdrawal. Upon the
Administrator's receipt of the proper documentation, certificates
representing the designated Common Stock will be sent to the
Participant, the Participant's broker or any other person that the
Participant has designated.

If a completed Sale/Transfer/Withdrawal Request Form with regard
to shares of Common Stock credited to a Participant's account on which
cash dividends are not being reinvested is received on or after the
record date relating to a Dividend Payment Date but before the
Dividend Payment Date, the withdrawal will be processed and a separate
check for the dividends will be mailed to the Participant following
the Dividend Payment Date. If a completed Sale/Transfer/Withdrawal
Request Form with regard to shares of Common Stock credited to a
Participant's account on which cash dividends are being reinvested is
received by the Administrator on or after the record date relating to
a Dividend Payment Date but before the Dividend Payment Date, the
dividends paid on the Dividend Payment Date will be invested in Common
Stock through the Plan, and (i) if the Participant's withdrawal
instructions cover less than all of the shares of Common Stock
credited to his account, the withdrawal of such shares will be
processed and the shares purchased with the reinvested dividends will
be credited to the Participant's account or (ii) if the Participant's
withdrawal instructions cover all of the shares of Common Stock
credited to his account, the withdrawal instructions will not be
processed until after the dividends have been invested in Common Stock
through the Plan, at which time certificates representing all of the
shares credited to his account, including the shares purchased with
the reinvested dividends, will be sent to the Participant or other
designated recipient.

Certificates representing whole shares of Common Stock withdrawn
from the Plan will be sent to the Participant or designated recipient
by First Class Mail as soon as practicable following the
Administrator's receipt of the required documentation, subject to the
provisions of the preceding paragraph. Withdrawal of shares of Common
Stock does not affect reinvestment of cash dividends on the shares
withdrawn unless (i) the Participant is no longer the record holder of
such shares, (ii) such reinvestment is changed by the Participant by
delivering a completed Enrollment Form to the Administrator or (iii)
the Participant has terminated his participation in the Plan.

Transfer of Eligible Securities
- -------------------------------

Beneficial owners of Eligible Securities held in "street name"
(e.g., in the name of a bank, broker or trustee) may participate in
the Plan with respect to such securities by either (i) transferring
those Eligible Securities which they wish to be subject to the Plan
into their own name and depositing shares of Common Stock into the
Plan for safekeeping and/or electing to reinvest cash dividend
payments on such Eligible Securities in Common Stock or (ii) making
arrangements with the record holder (e.g., their bank, broker or
trustee who will become the Participant) of such securities to
participate in the Plan on the beneficial owner's behalf. In order to
transfer such securities under clause (i), a Participant must instruct
the "street name" holder to transfer the Eligible Securities to the
Participant or in the case of Common Stock to be deposited into the
Plan for safekeeping, to the Administrator for credit to the
Participant's account. If the person is already a Participant, the
Eligible Securities must be transferred to the Participant in the same
name in which the Participant's account is registered. If the person
does not have an account, participation in the Plan will commence when
the Eligible Securities are registered in his name and a properly
completed Enrollment Form is received by the Administrator.

Gift or Transfer of Shares of Common Stock Within the Plan
- ----------------------------------------------------------

If a Participant wishes to transfer, whether by gift, private
sale or otherwise, ownership of all or a part of the shares of Common
Stock credited to his account to the account of another Participant or
to establish by such transfer an account for a person or entity not
already a Participant, the Participant may do so by delivering to the
Administrator a completed Sale/Transfer/Withdrawal Request Form and a
stock assignment (stock power). The transfer will be effected as soon
as practicable following the Administrator's receipt of the required
documentation. No fraction of a share of Common Stock credited to a
Participant's account may be transferred unless the Participant's
entire account is transferred. Requests for interaccount transfers are
subject to the same requirements as for the transfer of securities
generally.

Shares of Common Stock so transferred will be credited to the
transferee's account. Unless a transferee who is already a Participant

otherwise directs the Administrator in writing by completion of an
Enrollment Form, the reinvestment of cash dividends on the transferred
shares will be made in proportion to the reinvestment level (i.e.,
full, partial or none) of the other shares of Common Stock credited to
the transferee's account. If the transferee is not already a
Participant, an account will be opened in the transferee's name and he
may make elections with regard to reinvestment of cash dividends on
such transferred shares and other services provided by the Plan on the
Enrollment Form that is provided to him. Unless otherwise requested by
the transferor, transferees will be sent a Statement of Account
showing the transfer of such shares into their accounts. The
transferor may request that such Statement of Account be returned to
the transferor for personal delivery and/or that a gift certificate be
provided. The transferor may send the gift certificate directly or
request that it be sent by the Administrator to the transferee with
the first Statement of Account.

Reinvestment of Dividends on Remaining Shares
- ---------------------------------------------

If a Participant is reinvesting cash dividends paid on only a
portion of the shares of Common Stock credited to his account through
the Plan and the Participant elects to sell, withdraw or transfer a
portion of such shares, cash dividends on the remainder of the shares
credited to his account, up to the number of shares designated for
reinvestment prior to such sale, withdrawal or transfer, will continue
to be reinvested through the Plan, except where the Participant gives
specific instructions to the contrary in connection with such sale,
withdrawal or transfer. For example, if a Participant who had elected
to have cash dividends reinvested through the Plan on 50 shares of a
total of 100 shares of Common Stock credited to his account elected to
sell, withdraw or transfer 25 shares, cash dividends on 50 shares of
the remaining 75 shares credited to his account would be reinvested
through the Plan. If instead the Participant elected to sell, withdraw
or transfer 75 shares, cash dividends on the remaining 25 shares
credited to his account would be reinvested through the Plan.

Reports to Participants
- -----------------------

Each Participant will receive a statement of account for each
month in which an investment, reinvestment, deposit, transfer,
withdrawal, sale or any other transaction takes place. Participants
should retain these statements of account in order to establish the
cost basis, for tax purposes, for shares of Common Stock acquired
under the Plan.

Participants will receive copies of all communications sent to
holders of Common Stock. This may include quarterly reports to
shareholders, annual reports to shareholders, proxy material, and
Internal Revenue Service information, if appropriate, for reporting
dividend income. All notices, Statements of Account and other
communications from the Administrator to Participants will be
addressed to the latest address of record. Therefore, it is important

that Participants promptly notify the Administrator of any change of
address.

Certificates for Shares
- -----------------------

A Participant may obtain, free of charge at any time, a
certificate for all or a part of the whole shares of Common Stock
credited to his account upon written request to the Administrator.
Such certificate(s) will be mailed by First Class Mail, within two
business days of the Administrator's receipt of the written request,
to the Participant's address of record. Any remaining whole or
fractions of shares of Common Stock will continue to be credited to
the Participant's account.

Except for transfers described in "Gift or Transfer of Shares of
Common Stock Within the Plan," shares of Common Stock credited to a
Participant's account may not be pledged or assigned. A Participant
who wishes to pledge or assign shares of Common Stock must request
that they be withdrawn from the Plan.

Certificates for fractions of shares of Common Stock will not be
issued under any circumstances.

Termination of Participation by a Participant
- ---------------------------------------------

A Participant may at any time terminate his participation in the
Plan by delivering a completed Sale/Transfer/Withdrawal Request Form
to the Administrator. Upon the Administrator's receipt of such
written notification, the Participant will receive (i) a certificate
for all of the whole shares of Common Stock credited to his account,
(ii) a check for any dividends and cash investments credited to his
account and (iii) a check for the cash value of any fraction of a
share of Common Stock credited to his account. Such fraction of a
share will be valued at the weighted average price per share of the
aggregate number of shares sold on the trading day.

Costs
- -----

The Company will pay all administrative costs and expenses
associated with the Plan. In addition, the Company will pay any
brokerage commissions and any applicable transfer taxes and service
charges related to shares purchased under the Plan. Investment income
from Temporary Investments held by the Administrator will be used to
defray costs of administering the Plan. Participants requesting that
the shares of Common Stock credited to their accounts be sold in the
open market will be required to pay any brokerage commissions and any
applicable transfer taxes and services charges with respect to any

shares of Common Stock sold. Such costs will be included as
adjustments to sales prices.

Federal Income Tax Consequences
- -------------------------------

THE FOLLOWING IS A SUMMARY OF THE MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE EFFECT OF SUCH TAX
CONSEQUENCES UPON ANY PARTICIPANT WILL DEPEND UPON SUCH PARTICIPANT'S
INDIVIDUAL CIRCUMSTANCES WHICH, TOGETHER WITH THE STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION, SHOULD BE DISCUSSED BY EACH PARTICIPANT
WITH HIS TAX ADVISOR.

A Participant will be required to include in income for federal
income tax purposes the amount of cash dividends paid on Eligible
Securities and shares of Common Stock credited to his account which
are reinvested in Common Stock under the Plan even though no such
amount is actually received by the Participant in cash, but instead is
applied to the purchase of shares of Common Stock for the
Participant's account. If shares are purchased in the open market a
Participant will also be required to include in income for federal
income tax purposes an allocable share of any brokerage commissions
incurred to purchase such shares.

A Participant's tax basis for shares of Common Stock purchased
under the Plan will be equal to the price at which the shares are
credited by the Administrator to the Participant's account. If shares
are purchased in the open market, the allocable shares of any
brokerage commissions incurred are added to a Participant's tax basis.
Shares of Common Stock purchased under the Plan will have a holding
period beginning on the day after the shares are allocated to the
Participant's account.

A Participant will not realize any taxable income when he
receives certificates for whole shares credited to his account under
the Plan. Gain or loss will be recognized by the Participant when he
sells such whole shares and will be recognized by a Participant when a
fractional share credited to his account is sold pursuant to the terms
of the Plan.

Miscellaneous
- -------------

Stock Splits, Stock Dividends and Rights Offerings
--------------------------------------------------

Any shares or other securities representing stock splits or
noncash distributions on shares of Common Stock credited to the
account of a Participant will be credited to the Participant's
account. Stock splits, combinations, recapitalization and similar
events affecting shares of Common Stock credited to a Participant's
account will be credited to the Participant's account on a pro rata
basis.

In the event of a rights offering, a Participant will receive
rights based upon the total number of shares of Common Stock credited
to his account.

Voting of Proxies
-----------------

A Participant will have the exclusive right to exercise all
voting rights respecting shares of Common Stock credited to his
account. The Administrator will forward all shareholder materials
relating to shares of Common Stock credited to a Participant's account
to the Participant. A Participant may vote any whole or fractional
shares of Common Stock credited to his account in person or by
proxy. A Participant's proxy card will include shares of Common
Stock credited to his account and shares of Common Stock registered
in his name. Shares of Common Stock credited to a Participant's
account will not be voted unless the Participant or his proxy votes them.

Limitation of Liability
-----------------------

The Plan provides that neither the Company, the Administrator
(including the Company if it is acting as such) in administering the
Plan nor any Independent Agent will be liable for any act done in good
faith or for the good faith omission to act in connection with the
Plan, including, without limitation, any claim of liability arising
out of failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such
death, or with respect to the prices at which shares of Common Stock
are purchased or sold for the Participant's account and the times when
such purchases and sales are made, or with respect to any loss or
fluctuation in the market value after the purchase or sale of such
shares. However, nothing contained herein shall affect a Participant's
right to bring a cause of action based on alleged violations of federal
securities laws.

Interpretation and Regulation of the Plan
-----------------------------------------

The officers of the Company are authorized to take such actions
to carry out the Plan as may be consistent with the Plan's terms and
conditions. The Company reserves the right to interpret and regulate
the Plan as the Company deems desirable or necessary in connection
with the Plan's operations.

Change or Termination of the Plan
---------------------------------

The Company may suspend, modify or terminate the Plan at any
time, in whole, in part or in respect of Participants in one or more
jurisdictions, without the approval of Participants. Notice of such
suspension, modification or termination will be sent to all affected
Participants, who will in all events have the right to withdraw from
participation. Upon any whole or partial termination of the Plan by
the Company, each affected Participant will receive (i) a certificate

for all of the whole shares of Common Stock credited to his account,
(ii) a check for any dividends and cash investments credited to his
account and (iii) a check for the cash value of any fraction of a
share of Common Stock credited to his account. Such fraction of a
share shall be valued at the average of the high and low sales prices
of the Common Stock reported on the New York Stock Exchange Composite
Tape as published in the Midwest Edition of The Wall Street Journal
for the trading day preceding the date of termination.

Termination of Participation by the Company
-------------------------------------------

If a Participant does not have at least one whole share of Common
Stock credited to his account, or does not own any Eligible Securities
for which cash dividends are designated for reinvestment pursuant to
the Plan, the Participant's participation in the Plan may be
terminated by the Company upon written notice to the Participant.
Additionally, the Company may terminate any Participant's
participation in the Plan after written notice mailed in advance to
such Participant at the address appearing on the Administrator's
records. A Participant whose participation has been terminated will
receive (i) a certificate for all of the whole shares of Common Stock
credited to his account, (ii) a check for any dividends and cash
investments credited to his account and (iii) a check for the cash
value of any fraction of a share of Common Stock credited to his
account. Such fraction of a share shall be valued at the average of
the high and low sales prices of the Common Stock reported on the New
York Stock Exchange Composite Tape as published in the Midwest Edition
of The Wall Street Journal for the trading day preceding the date of
termination.

PLAN OF DISTRIBUTION

The Common Stock being offered hereby is offered pursuant to the
Plan, the terms of which provide for the purchase of shares of Common
Stock, either newly issued shares or shares held in the treasury of
the Company, directly from the Company, or, at the Company's option,
by an Independent Agent in the open market or in privately negotiated
transactions.

The Company will pay all administrative costs and expenses
associated with the Plan. In addition, the Company will pay any
brokerage commissions and any applicable transfer taxes and service
charges related to shares purchased under the Plan. Participants
requesting that the shares of Common Stock credited to their accounts
be sold in the open market will be required to pay any brokerage
commissions and any applicable transfer taxes and service charges with
respect to any shares of Common Stock sold. Such costs will be
included as adjustments to sales prices.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of
200,000,000 shares of Common Stock. The description of the Common
Stock is incorporated by reference into this Prospectus. See
"Incorporation of Certain Documents by Reference" for information on
how to obtain a copy of this description. At March 31, 1996, there
were 75,681,937 shares of Common Stock issued and outstanding.

EXPERTS

The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Schiff Hardin & Waite,
Chicago, Illinois.

====================================================== ===========================================
No dealer, salesman or other person has been
authorized to give any information or to make any
representations in connection with this offering other
than those contained in this Prospectus, and, if given ILLINOVA
or made, such information or representations must not CORPORATION
be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, any of
the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. Neither the 5,000,000 shares
delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that there has been no change in the
affaris of the Company or of the Plan since the date
of this Prospectus or that the information set forth
herein is correct as of any time subsequent to the
date hereof or the date of filing of any documents Common Stock
incorporated by reference herein. (without par value)

- ------------------------------------------------------ ---------------------

TABLE OF CONTENTS P R O S P E C T U S

---------------------
Available Information . . . . . . . . . . . . . . . 2

Incorporation of Certain Documents by Reference . . 2
ILLINOVA
The Company and its Subsidiaries. . . . . . . . . . 3 INVESTMENT
PLUS
Use of Proceeds . . . . . . . . . . . . . . . . . . 3

Illinova Investment Plus. . . . . . . . . . . . . . 4

Plan of Distribution. . . . . . . . . . . . . . . . 16

Description of Capital Stock. . . . . . . . . . . . 17

Experts . . . . . . . . . . . . . . . . . . . . . . 17

Legal Matters . . . . . . . . . . . . . . . . . . . 17 June 21, 1996

====================================================== ======================================================