Exhibit 99

          Extract from Minutes of Meeting of the Board of Directors at
                                  CILCORP Inc.
                               HELD JULY 28, 1995


          Upon motion duly made and seconded, the following resolutions was
unanimously adopted:

               RESOLVED:  That the officers of the Company be and they are
     hereby authorized and directed to file a new registration statement on form
     S-3 with the Securities and Exchange Commission registering 419,937
     additional shares of CILCORP common stock for purchase under the Plan, thus
     making (taking into account shares still available under the most recently
     filed registration statement relating to the Plan) a total of 600,000
     CILCORP common shares registered with the Securities and Exchange
     Commission and available for purchase under the Plan, and to include in the
     prospectus contained in such registration statements the amendments to the
     Plan authorized at this meeting and such other changes to such prospectus
     as they may deem necessary or advisable or as counsel shall advise; and


               FURTHER RESOLVED:  That for the purpose of executing and
     completing such registration statement and the related prospectus, and of
     remedying any deficiencies with respect thereto by appropriate amendment or
     amendments, the Company, its officers and members of its Board of Directors
     are authorized to give their several powers of attorney to J. G. Sahn,
     M.D. Austin, J. H. Byington, Jr., and R. L. Harden, or any one of them, in
     such form as the officers of the Company may determine and as counsel may
     advise.

                              * * * * * * * * * * *

          I, John G. Sahn, Secretary of CILCORP Inc., do hereby certify that the
foregoing is a true and correct copy of a resolution duly and regularly adopted
at meeting of the Board of Directors of CILCORP Inc., duly held July 28, 1995,
at which a quorum was in attendance and voting throughout, and that said
resolution has not since been rescinded, but is still in full force and effect.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Company this 24th day of August, 1995.



                                   ______________________________
                                             Secretary

(S E A L)