AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1995

REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CILCORP INC.
(Exact name of registrant as specified in its charter)

ILLINOIS 37-1169387
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)

300 HAMILTON BOULEVARD, SUITE 300
PEORIA, ILLINOIS 61602
(309) 675-8850
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

MICHAEL D. AUSTIN
TREASURER
CILCORP INC.
300 HAMILTON BOULEVARD, SUITE 300
PEORIA, ILLINOIS 61602
(309) 675-8850
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------

COPIES TO:
JOHN H. BYINGTON, ESQ.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
--------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
--------------------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
--------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE

Common Stock, without par value... 419,937 shares $36.00 $15,117,732.00 $5,213.00

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the reported high and low sales of the Common Stock reported on
the New York Stock Exchange on August 23, 1995.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT WILL BE USED AS A
COMBINED PROSPECTUS IN CONNECTION WITH THIS REGISTRATION STATEMENT AND
REGISTRATION STATEMENT NO. 33-51315. AS OF THE FILING OF THIS REGISTRATION
STATEMENT, 180,063 SHARES OF COMMON STOCK REMAINED REGISTERED AND UNISSUED UNDER
REGISTRATION STATEMENT NO. 33-51315.

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PROSPECTUS

CILCORP INC.
AUTOMATIC REINVESTMENT AND STOCK PURCHASE PLAN

COMMON STOCK
(NO PAR VALUE)
------------------------

The Automatic Reinvestment and Stock Purchase Plan (the "Plan") provides a
simple and convenient method for holders of record of the common stock of
CILCORP Inc. (the "Company" or "CILCORP") and/or the preferred stock of the
Company's subsidiary, Central Illinois Light Company ("CILCO"), other than
holders of CILCO's Cumulative Preferred Stock, par value $100 per share, Auction
Series A (the "Auction Preferred Stock"), to purchase shares of the Company's
common stock without payment of any brokerage commission or service charge for
such purchases.

The investment options offered under the Plan are either one or both of the
following:

DIVIDEND REINVESTMENT -- Reinvest dividends on all shares held or on less
than all shares held and continue to receive cash dividends on other shares
owned.

CASH PAYMENTS -- Invest by making optional cash payments at any time in an
amount up to a total of $25,000 per quarter (minimum $25 per payment).

The price per share purchased under the Plan will be (i) with respect to
common stock purchased in the open market, an amount equal to the weighted
average price of all shares purchased with respect to a particular Reference
Date (as defined herein) and (ii) with respect to newly issued shares purchased
from the Company, an amount equal to the average of the high and low sale prices
for the Company's common stock, as reported in The Wall Street Journal report of
New York Stock Exchange ("NYSE") Composite Transactions on the Investment Date
(as defined herein).

This Prospectus relates to 600,000 shares of common stock of the Company for
use under the Plan. These shares may be authorized but unissued shares or shares
purchased on the open market.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
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 August 24, 1995

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604; and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such materials can be
obtained from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, material filed by the Company can 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 LaSalle Street, Chicago, Illinois 60605. Inquiries
concerning such reports and other information may also be directed to the
Company at the address and phone number indicated herein under "The Company".

The Company has filed with the Commission a Registration Statement on Form
S-3 with respect to the offering made hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. Copies of the Registration Statement and the exhibits thereto may be
inspected without charge at offices of the Commission, and copies of all or any
portion thereof may be obtained from the Commission upon payment of the
prescribed fees.

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

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus and made a part hereof as of
their respective dates:

1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994.

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.

All documents 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 this offering 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. Such documents and the documents enumerated above are hereinafter
referred to as "Incorporated Documents"; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections 13,
14 or 15 of the Exchange Act in each year during which this offering is in
effect prior to the filing with the Commission of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Prospectus or be a part hereof from and after
such filing of such Annual Report on

Form 10-K. Any statement contained in an Incorporated Document 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 Incorporated
Document 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 information relating to the Company and its subsidiaries does not
purport to be comprehensive. Additional information concerning the business and
affairs of the Company and its subsidiaries, including recent regulatory orders
and pending regulatory proceedings, descriptions of certain regulations to which
these companies are subject, and their capital requirements and resources, is
contained in the Incorporated Documents.

THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY DOCUMENT REFERRED TO ABOVE WHICH HAS BEEN
INCORPORATED IN THIS PROSPECTUS BY REFERENCE OTHER THAN EXHIBITS TO SUCH
DOCUMENT (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENT). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: JOHN G. SAHN,
SECRETARY, CILCORP INC., 300 HAMILTON BOULEVARD, SUITE 300, PEORIA, ILLINOIS
61602, TELEPHONE: (309) 675-8850

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED, OR INCORPORATED BY REFERENCE, IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT 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 IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

THE COMPANY

The Company is a holding company which was incorporated under the laws of
the State of Illinois on January 10, 1985. It is the parent company for four
first-tier subsidiaries: Central Illinois Light Company; Environmental Science &
Engineering, Inc; CILCORP Investment Management Inc.; and CILCORP Ventures Inc.
The principal executive office of the Company is located at 300 Hamilton
Boulevard, Suite 300, Peoria, Illinois 61602. Its telephone number is (309)
675-8850.

Central Illinois Light Company ("CILCO"), incorporated under the laws of
Illinois in 1913 as a public utility, generates, transmits, distributes, and
sells electric energy, and purchases, distributes, sells and transports natural
gas in central and east central Illinois. CILCO renders electric service in an
area of approximately 3,700 square miles to 138 communities (including Peoria,
Pekin, Lincoln and Morton) having an aggregate population of approximately
422,000. At December 31, 1994, CILCO had approximately 192,000 retail electric
customers. Gas service is provided in an area of approximately 4,500 square
miles to customers in 129 communities (including Peoria, Pekin, Lincoln and
Springfield) having an aggregate population of approximately 452,000. At
December 31, 1994, CILCO had approximately 198,000 gas customers, including 567
industrial and commercial gas transportation customers that purchase gas
directly from suppliers for transportation through CILCO's system.

Environmental Science & Engineering, Inc. ("ESE") was formed in February
1990 and conducts the environmental consulting, engineering and analytical
services businesses acquired on that date from Hunter Environmental Services,
Inc. as well as similar services previously provided by Randolph & Associates,
Inc. ESE provides services to a variety of government and private customers, and
conducts its business primarily in the United States.

CILCORP Investment Management Inc. ("CIM"), incorporated under the laws of
Illinois on July 25, 1985, administers the Company's investment policy and
manages its investment portfolio. CIM has four subsidiaries: CILCORP Lease
Management Inc., whose assets consist primarily of five leveraged lease equity
investments, CIM Leasing Inc., whose assets consist of one leveraged lease, CIM
Air Leasing Inc., whose assets consist of one leveraged lease and CIM Energy
Investments Inc., which has invested in non-regulated, independent power
production facilities.

CILCORP Ventures Inc., incorporated on October 8, 1985, under the laws of
Illinois, pursues investment opportunities in new ventures and the expansion of
existing ventures in energy, environmental services, biotechnology and health
care.

DESCRIPTION OF THE PLAN

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The Plan offers holders of record of the Company's common stock and/or CILCO
preferred stock (other than holders of the Auction Preferred Stock) a simple and
convenient method of investing in shares of the Company's common stock, without
payment of any brokerage commission or service charge for purchases.

ADVANTAGES

2. WHAT IS THE PLAN AND WHAT ARE ITS ADVANTAGES?

Participants in the Plan may automatically reinvest all or a part of their
cash dividends in shares of the Company's common stock. If a participant wishes,
he may also invest by making optional cash payments of not less than $25 per
payment nor more than a total of $25,000 per quarter. A participant in the Plan
may invest optional cash payments whether or not he reinvests cash dividends.

No brokerage commission, fee or service charge is paid by participants in
connection with purchases under the Plan. Full investment of funds is possible
under the Plan because fractions of shares, as well as full shares, will be
credited to participants' accounts. In addition, dividends in respect of such
fractions, as well as full shares, will be credited to participants' accounts
which avoids the need for issuance of stock certificates (see Question 16).
Regular statements of account that are sent to participants provide simplified
recordkeeping.

ADMINISTRATION

3. WHO ADMINISTERS THE PLAN?

CILCORP will administer the Plan, and will apply dividends to be reinvested
and optional cash payments to the purchase of shares of common stock for the
participants. CILCORP keeps a continuous record of participation and sends each
participant a statement of his account under the Plan for each month in which a
transaction takes place. Plan participants who request partial withdrawals,
either for certificates or to sell their Plan shares, will not receive a
statement until after the purchase date (see Question 11) for their next
optional cash payment or quarterly dividend. CILCORP or its nominee holds and
acts as custodian of shares purchased or held for safekeeping under the Plan.

PARTICIPATION

4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

Any holder of record of the Company's common stock and/or CILCO's preferred
stock (other than a holder of the Auction Preferred Stock) is eligible to
participate in the Plan. If you own stock which is registered in someone else's
name (such as in the names of brokers, bank nominees or trustees) and you want
to participate in the Plan, it may be necessary to withdraw your stock from
"street name" or other registration and register it in your own name.

5. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?

If you are an eligible shareholder, you may join the Plan at any time by
completing an Authorization Card and returning it to CILCORP Inc., Investor
Relations. The Authorization Card has an attached form which may be used for
making an initial optional cash payment. This form and payment, payable to
CILCORP Inc., should be sent to CILCORP Inc., Investor Relations, 300 Hamilton
Boulevard, Suite 300, Peoria, IL 61602-1238. The Company will provide
information and forms for subsequent optional cash payments. Authorization Cards
will be furnished to shareholders at any time upon request to the Company.

6. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?

You may join the Plan at any time.

If you are a holder of shares of the Company's COMMON STOCK, your
Authorization Card must be received by the Company on or before the record date
established for payment of a particular dividend in order to begin the
reinvestment of dividends on that dividend payment date. Dividend payment dates
for common stock normally are the 20th day of March, June, September and
December, and record dates are normally approximately 30 days prior to the
dividend payment date. If your Authorization Card is received after the record
date established for payment of a particular dividend, reinvestment of common
stock dividends will not begin until the next common stock dividend payment
date. Until reinvestment of your common stock dividend begins, you will continue
to receive dividends in cash.

If you are a holder of shares of CILCO PREFERRED STOCK of any class or
series other than the Auction Preferred Stock, your Authorization Card must be
received on or before the record date established for payment of a particular
preferred dividend in order to begin the reinvestment of dividends on that
dividend payment date. Dividend payment dates for preferred stock are the 1st
business day of January, April, July and October, and record dates are normally
approximately 30 days prior to the dividend payment date. If your Authorization
Card is received after the record date established for payment of a particular
dividend, reinvestment of preferred stock dividends will not begin until the
next preferred stock dividend payment date. Until reinvestment of your preferred
stock dividend begins, you will continue to receive dividends in cash.

Optional cash payments may be made at any time upon or after enrollment in
the Plan. See Question 11 regarding investment of optional cash payments.

7. WHAT DOES AN AUTHORIZATION CARD PROVIDE?

The Authorization Card directs the Company and CILCO to pay to your plan
account the cash dividends on all or a portion of the shares registered in your
name and on all shares credited to your account under the Plan. The
Authorization Card also directs that these cash dividends, together with any
optional cash payments made by you, be used to purchase shares of the Company's
common stock. If you check the "Optional Cash Payments Only" box on the
Authorization Card, the Company and

CILCO will continue to pay your cash dividends to you in the usual manner on
shares registered in your name, but will apply any optional cash payment
received and all cash dividends on all shares credited to your Plan account to
the purchase of additional shares of common stock under the Plan.

IF YOU HOLD MORE THAN ONE CLASS OR SERIES OF STOCK OR HAVE MORE THAN ONE
STOCK ACCOUNT, YOU MUST SUBMIT A SEPARATE AUTHORIZATION CARD FOR EACH CLASS AND
SERIES OF STOCK AND EACH ACCOUNT YOU WISH TO BE INCLUDED IN THE PLAN.

8. MAY A PARTICIPANT CHANGE HIS METHOD OF PARTICIPATION AFTER ENROLLMENT?

Yes. If you elect to participate in the optional cash payment feature only
but later decide to enroll in either the full or partial reinvestment feature,
an additional Authorization Card(s) must be executed and returned to the Company
as explained under Questions 5-7. If you elect to participate through the
reinvestment of dividends but later decide to change the class or series of
stock or number of shares for which dividends are being reinvested, or to
participate in the optional cash payment feature only, an additional
Authorization Card(s) must be executed and returned to the Company as explained
under Questions 5-7. IT SHOULD BE REMEMBERED THAT EVEN IF YOU ARE ENROLLED ONLY
IN THE OPTIONAL CASH PAYMENT FEATURE, DIVIDENDS ON ALL SHARES CREDITED TO YOUR
PLAN ACCOUNT WILL BE REINVESTED.

OPTIONAL CASH PAYMENTS

9. HOW DOES THE CASH PAYMENT OPTION WORK?

Only shareholders who have submitted a signed Authorization Card to the
Company are eligible to make optional cash payments. Cash payments may not be
less than $25 per payment nor more than a total of $25,000 per quarter. Cash
received from you will be used to purchase shares of common stock in accordance
with the provisions outlined in Question 11. NO INTEREST WILL BE PAID ON
OPTIONAL CASH PAYMENTS AT ANY TIME. The same amount of cash need not be sent for
each optional cash payment, and there is no obligation to make optional cash
payments on a regular basis.

Foreign shareholders who check the "Optional Cash Payments Only" box on the
Authorization Card will continue to receive cash dividends on stock registered
in their names in the same manner as shareholders not participating in the Plan.
Optional cash payments received from them must be in United States dollars and
will be invested in the same manner as payments from other participants.

Optional cash payments should be made as explained under Question 5 and will
be invested as described in Question 11.

10. UNDER WHAT CIRCUMSTANCES WILL OPTIONAL CASH PAYMENTS BE RETURNED?

Optional cash payments received by CILCORP will be returned to the
participant upon written request received by the Company at least two business
days prior to the investment of such cash.

PURCHASE PROCEDURES AND PRICES

11. WHAT IS THE PRICE AND MANNER OF PURCHASE OF THE SHARES?

Shares purchased pursuant to the Plan will either be newly issued shares
purchased from the Company or shares of the Company's common stock purchased on
the open market. A broker, bank or similar entity, independent of the Company,
will be selected by the Company to act as purchasing agent (the "Purchasing
Agent"). Unless it revises the allocation, the Company will forward all
dividends to be reinvested and optional cash payments to the Purchasing Agent.
The Purchasing Agent will apply the funds it receives from the Company to
purchases of the Company's common stock on the open market on behalf of the
participants. To the extent it revises the allocation and does not forward
dividends to be reinvested and optional cash payments to the Purchasing Agent,
the Company will apply those funds to the purchase of newly issued shares for
use under the Plan. The Company will forward all dividends to be reinvested and
optional cash payments with respect to any particular Reference Date (as defined
below) to the Purchasing Agent if any such amounts are forwarded. The Company
will not revise the allocation of funds to the Purchasing Agent more than once
in any three month period.

Purchasing of the Company's common stock on the open market with dividends
will be commenced on or, as soon as practicable, after the respective payment
dates of such dividends ("Reference Date").

Purchasing of the Company's common stock on the open market with optional
cash payments will be commenced on or, as soon as practicable, after the first
business day of every month (each a "Reference Date") and on or, as soon as
practicable, after the Company's common stock cash dividend payment dates.
Optional cash payments, to qualify for investment with respect to a particular
Reference Date, must be received by CILCORP at least five business days prior to
such Reference Date. An optional cash payment received by CILCORP less than five
business days prior to a Reference Date may be held for investment until the
second Reference Date after the Company's receipt of it, unless the participant
requests its return, as described in Question 10.

NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS OR DIVIDENDS HELD BY
CILCORP PENDING INVESTMENT.

Dividends and optional cash payments qualifying for investment with respect
to the same Reference Date may be combined for investment. Purchase of the
Company's common stock on the open market will be made at the then-current
market prices and may be made on any securities exchange where such shares are
traded, in the over-the-counter market or in negotiated transactions, and may be
made on such terms as the Purchasing Agent may determine.

The price of shares purchased with respect to a particular Reference Date
shall be deemed to be the weighted average price of all shares purchased with
respect to said Reference Date.

Participants should note that the Purchasing Agent will effect purchase
transactions in accord with applicable requirements of law affecting the timing
or manner of such transactions. Such

requirements may dictate that transactions be spread over several days, at
least, in order to invest all funds qualifying for investment with respect to a
particular Reference Date. Participants should be aware, too, that CILCORP
cannot prepare and mail account statements, detailing the particulars of a
purchase, until all funds qualifying for investment with respect to the same
Reference Date have been invested.

If newly issued shares are purchased from the Company, the purchase price of
the shares will be an amount equal to the average of the high and low prices for
the Company's common stock, as reported in The Wall Street Journal report of
NYSE Composite Transactions on the Investment Date. The Investment Date for
purchases made with reinvested dividends is the dividend payment date. The
Investment Date for purchases made with optional cash received more than five
business days prior to a dividend payment date and not previously invested is
also the dividend payment date. The Investment Date for purchases made with all
other optional cash contributions is the first trading day of the month
following the month during which the processing of the optional cash
contribution was completed. The processing of an optional cash contribution will
be deemed completed on the fifth business day after it is received. If no
trading occurs in the Company's common stock on an Investment Date, the purchase
price will be determined on the basis of the average of high and low prices on
the most recent previous date such stock was traded on the NYSE.

12. HOW MANY SHARES WILL A PARTICIPANT RECEIVE?

The number of shares to be received depends on the amount of your cash
dividends (including dividends on shares credited to your Plan account), the
amount of your optional cash payments, if any, and the purchase price of the
shares. Both whole and fractional shares will be credited to your Plan account.

COSTS

13. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?

You will incur no brokerage commission, fee or service charge for purchases
made under the Plan. Certain charges, as described in the answer to Question 14,
may be incurred by you upon your withdrawal from the Plan or upon termination of
the Plan by the Company.

WITHDRAWAL

14. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?

To withdraw from the plan, you must notify CILCORP in writing of your
withdrawal. In the event you withdraw, or in the event of termination of the
Plan by the Company, certificates for whole shares credited to your account
under the Plan will be delivered to you by CILCORP and a cash payment
representing any fraction of a share will be mailed directly to you. Any
brokerage commissions, fees and transfer taxes, where applicable, related to the
cashing in of fractional shares will be deducted from the cash payments for such
fractional shares.

Alternatively, you may notify CILCORP, in writing, that you want to sell all
of the shares, both whole and fractional, held in your account under the Plan.
In this instance, CILCORP will forward your request to the Purchasing Agent, who
will sell the shares. The proceeds from the sale, less any brokerage
commissions, fees and transfer taxes, where applicable, will be remitted to you.
Sale requests may be accumulated, but sales transactions will occur
approximately every ten business days, except during the period from the common
dividend record date through the completion of the quarterly investment process.
Requests for full withdrawals received during this period will be held and
processed after the completion of the quarterly investment process, which
normally is completed within two weeks after the common dividend payable date.

15. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?

You may withdraw from the Plan at any time, subject to the following
conditions.

If your request to withdraw is received by CILCORP at least 15 business days
prior to any dividend payment, the amount of the cash dividend and any optional
cash payment which would otherwise have been invested and all subsequent
dividends will be paid to you unless you re-enroll in the Plan.

If your request to withdraw is received by CILCORP within 15 business days
prior to any dividend payment, the amount of the cash dividend scheduled to be
invested will be so invested but all subsequent dividends will be paid to you
unless you re-enroll in the Plan. Any optional cash payment scheduled to be
invested will be returned to you unless your request is received less than two
days prior to the Reference Date, if shares are then being purchased on the open
market, or the Investment Date, if shares are then being purchased from the
Company. In those latter cases, the optional cash payment will also be invested.

CERTIFICATES

16. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?

Normally, certificates for shares of common stock purchased under the Plan
will not be issued to participants. The number of shares credited to an account
under the Plan will be shown on each statement of account mailed to the
participant. This convenience protects against loss, theft or destruction of
stock certificates.

Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of a participant. This request
should be mailed to CILCORP Inc., Investor Relations, 300 Hamilton Boulevard,
Suite 300, Peoria, IL 61602-1238. Any remaining full shares and fraction of a
share will continue to be credited to the participant's account. CERTIFICATES
FOR FRACTIONS OF SHARES WILL NOT BE ISSUED UNDER ANY CIRCUMSTANCES.

Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in his name.

17. IN WHOSE NAMES WILL CERTIFICATES BE REGISTERED WHEN ISSUED?

Accounts under the Plan are maintained in the names in which stock of the
participants was registered at the time they entered the Plan. Certificates for
whole shares, when issued, will be registered in the names in which accounts
under the Plan are maintained.

SAFEKEEPING OF COMMON STOCK CERTIFICATES

18. DOES THE PLAN OFFER SAFEKEEPING FOR STOCK CERTIFICATES?

Plan participants who desire to have their CILCORP common stock certificates
protected from loss or theft can request that their certificated shares be
transferred to the nominee for the Plan where they will be held in accounts
registered in the same name as the certificates. Dividends on the shares
transferred to the participant's Plan account for safekeeping will be reinvested
in the same manner as all other Plan shares. As noted in Question 16, shares in
a participant's account under the Plan may not be pledged. See Question 21 with
respect to procedures in the event of a rights offering.

Participants who utilize this Plan feature will be required to execute a
transmittal letter and return it with their stock certificate(s) to CILCORP.
There is no charge for this service.

If a letter of transmittal requesting safekeeping for shares for which
dividends were not previously reinvested is received by CILCORP Investor
Relations too late for processing by the record date established for payment of
the next common dividend, reinvestment of the dividends on such shares will not
begin until the next subsequent common stock dividend payment date and you will
receive in cash the dividend not reinvested.

Safekeeping of registered stockholdings through the Plan is not available to
holders of CILCO preferred stock.

SHARES DEPOSITED FOR SAFEKEEPING BY CILCORP MUST REMAIN IN THE PARTICIPANT'S
PLAN ACCOUNT FOR AT LEAST 60 DAYS FROM THE DATE OF TRANSFER BEFORE THEY CAN BE
SOLD THROUGH THE PLAN.

OTHER INFORMATION

19. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE STOCK
REGISTERED IN HIS NAME?

If a participant disposes of all stock registered in his name, the dividends
on the shares credited to the participant's account under the Plan will continue
to be reinvested until the participant notifies CILCORP in writing that he
wishes to withdraw from the Plan. Optional cash payments may continue to be made
by such participant as long as there are shares credited to his account.

20. WHAT HAPPENS WHEN A PARTICIPANT WHO IS REINVESTING LESS THAN ALL THE
DIVIDENDS ON THE SHARES REGISTERED IN HIS NAME SELLS OR TRANSFERS A PORTION
OF SUCH SHARES?

If a participant who is reinvesting only a portion of the dividends on the
shares of a class or series of stock registered in his name disposes of shares
of that class or series of stock, the shares disposed of will be deemed to
relate, to the extent possible, to the portion of the participant's dividends
which are not being reinvested under the Plan. For example, if a participant
authorized the reinvestment of

dividends on 50 shares of a total of 100 shares registered in his name, and then
disposed of 75 shares, dividends on all of the remaining 25 shares would
continue to be reinvested. If the participant disposed of only 25 shares, the
dividends on 50 of the remaining 75 shares would continue to be reinvested.

21. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT,
OR HAS A RIGHTS OFFERING?

Any share distributed by the Company as a stock dividend on shares
(including any fractional share) credited to your account under the Plan, or
upon any split of such shares, will be credited to your account. Stock dividends
or splits distributed on other shares held by you and registered in your own
name will be mailed directly to you.

In a rights offering, your entitlement will be based upon your total
holdings, including those credited to your account under the Plan. Rights
applicable to shares credited to your account under the Plan will be sold and
the proceeds will be credited to your account under the Plan and applied as an
optional cash payment to the purchase of shares under the Plan. If you wish to
exercise rights on shares credited to your account under the Plan, you must
request, prior to the record date for any such rights, that CILCORP forward to
you a certificate for full shares as provided in Question 16. Warrants
representing rights on any shares held directly by participants will be mailed
directly to them in the same manner as to shareholders not participating in the
Plan.

22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS IN THE PLAN?

The fact that a participant has his dividends reinvested automatically and
therefore never actually receives funds representing those dividends does not
mean that the participant is not considered to have received a dividend for tax
purposes and those amounts will be included in the dividend income reported to
the Internal Revenue Service on Form 1099-DIV. EACH PARTICIPANT IN THE PLAN
SHOULD CONSULT HIS OWN TAX ADVISOR TO DETERMINE THE SPECIFIC TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN AND THE DISPOSITION OF SHARES ACQUIRED PURSUANT TO THE
PLAN. THE STATEMENT OF ACCOUNT SENT TO PARTICIPANTS SHOULD BE RETAINED AS PART
OF THE PARTICIPANT'S TAX RECORDS. In addition, there may be tax considerations
under foreign, state and local law applicable to participants.

Whenever shares are purchased on the open market on behalf of Plan
participants, a portion of the broker commission and related fees will be
reported to each participant as "Other Income." The amount of Other Income for
each participant is determined by the total broker commission and fees paid in
conjunction with the purchase, divided by the number of shares purchased for
Plan participants. The resulting per share allocation is then multiplied by the
number of shares purchased on behalf of a particular participant to arrive at
that participant's share of the total. This amount will be added to the
participant's dividend income and will be reported to the Internal Revenue
Service on Form 1099-DIV. Statements provided to Plan participants will show
Other Income both on a current and a year-to-date basis. For Federal income tax
purposes, the amount attributed to you for broker commissions and related fees
increases your tax basis in the related shares.

23. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED?

In the case of either (i) a foreign participant whose dividends are subject
to United States income tax withholding or (ii) a participant who is subject to
"backup withholding," I.E., a participant that has failed to provide the Company
with a valid taxpayer identification number, the amount of cash dividends of
such participant invested in shares of common stock under the Plan will be
reduced by the amount of tax required to be withheld by law.

24. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREHOLDERS?

For each meeting of shareholders, you will receive a proxy which will enable
you to vote shares registered in your name and also whole and fractional common
shares credited to your account under the Plan.

25. MAY THE PLAN BE MODIFIED OR DISCONTINUED?

The Company reserves the right to suspend, modify or terminate the Plan at
any time. Any suspension, modification or termination of the Plan will be
announced by the Company to all participants in the Plan.

26. WHAT TYPE OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?

Each participant will receive a statement of his account for each month in
which a transaction takes place in his account. Plan participants who request
partial withdrawals, either for certificates or to sell their Plan shares, will
not receive a statement until after the purchase date for their next optional
cash payment or quarterly dividend. (See Question 11 regarding the timing of the
preparation and mailing of statements in connection with purchases.) THESE
STATEMENTS ARE THE PARTICIPANT'S CONTINUING RECORD OF THE COST OF HIS PURCHASES
AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In addition, each participant
will receive the same communications as every other shareholder, including the
Company's Quarterly Reviews, Annual Report, Notice of Annual Meeting and Proxy
Statement. Participants will receive from the Company the necessary IRS
information for reporting dividends on shares in their account in the Plan.

27. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?

The Company, in connection with the administration of the Plan, will not be
liable for any act done in good faith or for any good faith omission to act,
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. The Company is not responsible for the
actions of the Purchasing Agent in purchasing or selling shares on behalf of the
participant.

You should recognize that the Company cannot assure you of a profit or
protect you against a loss on the shares purchased by you under the Plan.

USE OF PROCEEDS

The proceeds from the sale to the Plan of any newly issued stock will be
used to retire CILCORP short-term debt, to meet working capital and capital
expenditure requirements at CILCO, and for other corporate purposes.

DESCRIPTION OF COMMON STOCK

Certain provisions of the Company's Articles of Incorporation and By-Laws
are summarized or referred to below. The summaries are merely an outline, do not
purport to be complete, do not relate to or give effect to the provisions of
statutory or common law, and are qualified in their entirety by express
reference to such Articles of Incorporation and By-Laws.

The Company is authorized by its Articles of Incorporation to issue
50,000,000 shares of common stock, without par value, of which 13,164,051 shares
were issued and outstanding as of August 24, 1995. The Company is also
authorized by its Articles of Incorporation to issue 4,000,000 shares of
preferred stock, no par value, of which none were issued and outstanding as of
August 24, 1995. The common stock currently outstanding is, and the common stock
offered pursuant to this Prospectus will be, fully paid and non-assessable.

DIVIDEND RIGHTS

Subject only to the prior rights and preferences of any issued and
outstanding shares of the Company's preferred stock, the holders of the common
stock shall be entitled to receive dividends thereon when, as and if declared by
the Board of Directors of the Company out of funds of the Company legally
available therefor.

LIQUIDATION RIGHTS

In the event of any dissolution or liquidation of the Company, the holders
of common stock shall be entitled to receive, pro rata, after the prior rights
of the holders of any issued and outstanding shares of the Company's preferred
stock have been satisfied, all of the assets of the Company remaining available
for distribution.

VOTING RIGHTS

The holders of common stock of the Company are entitled to one vote per
share on all matters submitted to a vote of the shareholders of the Company,
except matters required to be voted on exclusively by holders of any issued and
outstanding shares of the Company's preferred stock or any series thereof. The
holders of common stock are not entitled to cumulate their votes for the
election of directors. Any action required or permitted to be taken by the
Company's shareholders may be taken only at a duly called annual or special
meeting and not by written consent. The Company's Articles of Incorporation
provide for a classified Board of Directors.

FAIR PRICE PROVISION

The Company's Articles of Incorporation include a "fair price provision"
which is intended to protect the shareholders of the Company from unsolicited
takeover bids for less than all of the Company's common stock followed by an
unnegotiated merger or other business combination. The fair price provision of
Article Nine is triggered when the Company's shareholders are asked to approve
certain business combinations between the Company or any of its subsidiaries and
a holder of ten percent (10%) or more of the Company's common stock ("acquiror")
or any associate or affiliate of the acquiror. The business combinations covered
include a merger of the Company or a subsidiary, the sale or disposition of a
substantial part of the Company, the liquidation or dissolution of the Company,
and the reclassification of the Company's securities. Under the fair price
provision, in order to effect a business combination, the acquiror must obtain
the favorable vote of the greater of seventy-five percent (75%) of all
outstanding common stock of the Company, or all of the acquiror's own CILCORP
common stock plus one-half of the balance of the outstanding CILCORP common
stock. Thus, for example, an acquiror who holds ten percent (10%) of the
Company's common stock must obtain the favorable vote of seventy-five percent
(75%) of all outstanding common stock of CILCORP, while an acquiror who holds
sixty percent (60%) of the Company's common stock must obtain the favorable vote
of eighty percent (80%) of all outstanding stock, i.e., all of the acquiror's
own stock (60%) plus one-half (20%) of the remaining outstanding stock. The
foregoing supermajority voting requirement may be avoided if the proposed
business combination (i) receives the approval of at least two-thirds of those
directors of the Company who also were directors before the acquiror obtained
ten percent (10%) of the Company's common stock ("continuing directors"), (ii)
provides for all shareholders of the Company to receive a per share price for
their shares which is in the same form (i.e., the same combination of cash and
securities) and is not less than the highest per share price paid by the
acquiror within two years of the business combination, and (iii) satisfies
certain other less important conditions. Such fair price provision supplements
certain shareholder appraisal rights available under Illinois law.

The Company's Articles of Incorporation provide that amendment or repeal of
the fair price provision requires the affirmative vote of the holders of a
majority of the outstanding common stock of the Company exclusive of any
holdings of an acquiror, as well as the affirmative vote of not less than
seventy-five percent (75%) of the outstanding common stock, unless the amendment
is recommended to the shareholders by two-thirds or more of the continuing
directors, in which event the affirmative vote of the holders of a majority of
the outstanding common stock of the Company is required for approval. Other
provisions of the Company's Articles of Incorporation may be amended or repealed
by the affirmative vote of the holders of a majority of the outstanding common
stock of the Company.

NO PREEMPTIVE OR CONVERSION RIGHTS

Holders of common stock have no preemptive or conversion rights and are not
subject to further calls or assessments by the Company. There are no redemption
or sinking fund provisions applicable to the common stock.

LISTING

The outstanding common stock of the Company is traded on the New York Stock
Exchange and the Chicago Stock Exchange.

TRANSFER AGENTS AND REGISTRARS

The Transfer Agents for the common stock of the Company are the Company and
Continental Stock Transfer & Trust Company, and the Registrars are First of
America Trust Company and Continental Stock Transfer & Trust Company.

LEGAL MATTERS

The legality of the common stock offered hereby has been passed upon for the
Company by John G. Sahn, Esq., Vice President, General Counsel and Secretary of
the Company. As of August 24, 1995, Mr. Sahn owned 1,840 shares of the Company's
common stock.

EXPERTS

The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's latest Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Arthur Andersen LLP, independent public accountants, as stated in their reports
included and incorporated by reference into the Company's latest Annual Report
on Form 10-K. The financial statements and the related financial statement
schedules thereto are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

INDEMNIFICATION

The Company's By-Laws provide that the Company shall, under certain
circumstances, indemnify its directors and officers against liabilities,
including liabilities arising under the Securities Act of 1933 (the "Securities
Act"). Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors or officers pursuant to the Company's By-Laws,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

Securities and Exchange Commission filing fee............................. $ 5,213
Costs of printing and engraving........................................... 5,000
State of Illinois license fee............................................. 15,000
Legal fees and expenses................................................... 12,000
Blue sky fees............................................................. 1,000
Accounting fees and expenses.............................................. 5,000
Miscellaneous expenses.................................................... 5,000
---------
Total................................................................. $ 48,213
---------
---------
<FN>
- ------------------------
* All expenses except for the Securities and Exchange Commission filing fee
are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-laws of the Company provide for the indemnification of any person
who, by reason of such person's status as a director or officer of the Company
(i) was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company), against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his or her conduct was unlawful,
and (ii) was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor, against expenses (including
attorney's fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, if such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Company, provided that no indemnification
shall be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Company, unless, and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

The Company has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses. Officers and
directors of the Company are covered under this policy for certain other
liabilities and expenses.

II-1

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION
- -------------- -------------------------------------------------------------------------------------------

4(a) Company's Articles of Incorporation (filed as Exhibit (3) in the Company's Form 10-K for
the year ended December 31, 1991, File No. 1-8946).*
4(b) By-Laws of the Company, as amended, effective August 20, 1993 (filed as Exhibit 3(a) in the
Company's Form 10-K for the year ended December 31, 1994, File No. 1-8946).*
4(c) Form of Common Stock Certificate (filed as Exhibit 4 to Registration Statement No.
2-95569).*
4(d) CILCORP Inc. Automatic Reinvestment and Stock Purchase Plan (set forth in full in the
Prospectus, to which reference is hereby made).
5 Opinion of John G. Sahn, Esq., Vice President and General Counsel of the Company, as to the
securities being registered.
23(a) Consent of John G. Sahn, Esq. (contained in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney.
99 Extract from Minutes of Meeting of the Board of Directors at CILCORP Inc.
<FN>
- ------------------------
* Incorporated by reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales of the registrant's
securities are being made, a post-effective amendment to this registration
statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

II-2

PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment in those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peoria and State of Illinois, on the 24th day of
August, 1995.

CILCORP Inc.

By /s/ ROBERT O. VIETS*

-----------------------------------
Robert O. Viets
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE
- ------------------------------------------------------ ------------------------------------ -------------------

President, Chief Executive Officer
/s/ ROBERT O. VIETS* and Director (Principal Executive
------------------------------------------- Officer and Principal Financial August 24, 1995
Robert O. Viets Officer)

/s/ JEFFREY L. BARNETT*
------------------------------------------- Controller (Principal Accounting August 24, 1995
Jeffrey L. Barnett Officer)

------------------------------------------- Director August 24, 1995
Marcus Alexis

/s/ JOHN R. BRAZIL*
------------------------------------------- Director August 24, 1995
John R. Brazil

II-3

SIGNATURE TITLE DATE
- ------------------------------------------------------ ------------------------------------ -------------------
/s/ WILLARD BUNN III*
------------------------------------------- Director August 24, 1995
Willard Bunn III

/s/ DAVID E. CONNOR*
------------------------------------------- Director August 24, 1995
David E. Connor

/s/ HOMER J. HOLLAND*
------------------------------------------- Director August 24, 1995
Homer J. Holland

/s/ H. SAFFORD PEACOCK*
------------------------------------------- Director August 24, 1995
H. Safford Peacock

/s/ KATHERINE E. SMITH*
------------------------------------------- Director August 24, 1995
Katherine E. Smith

/s/ RICHARD N. ULLMAN*
------------------------------------------- Director August 24, 1995
Richard N. Ullman

/s/ MURRAY M. YEOMANS*
------------------------------------------- Director August 24, 1995
Murray M. Yeomans

*By /s/ R.L. HARDEN
--------------------------------------
R.L. Harden
ATTORNEY-IN-FACT

II-4

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
- -------------- -------------------------------------------------------------------------------------------