Exhibit 23(b)


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


              As  independent  public  accountants,  we  hereby  consent  to the
incorporation  by reference in this  Registration  Statement of our report dated
February 2, 1996 included in the CILCORP Inc. 1995 Annual Report to Shareholders
for the year ended  December  31, 1995,  and our report  dated  February 2, 1996
included in CILCORP  Inc.'s  1995 Annual  Report on Form 10-K for the year ended
December  31,  1995,  and to  all  references  to  our  Firm  included  in  this
Registration Statement.


                                       ARTHUR ANDERSEN LLP


Chicago, Illinois
December 11, 1996