Exhibit (a)(13)

                                    AMENDMENT
                                       OF
                              ILLINOVA CORPORATION
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

     WHEREAS,  Illinova  Corporation  (the  "Company")  maintains  the  Illinova
Corporation  Company  Deferred  Compensation  Plan for  Certain  Directors  (the
"Plan"); and

     WHEREAS, amendment of the Plan is now deemed desirable;

     NOW,  THEREFORE,  BE IT RESOLVED that,  pursuant to the amending  authority
reserved to the Corporation in Section 6 of the Plan, the Plan is hereby amended
by substituting the following for Section 4 of the Plan:

     "4. Distribution.

     (a) As of a Participant's Date of Termination, the number of stock units in
his Stock Unit  Account  shall be converted  to a dollar  value,  which shall be
determined  by  multiplying  the number of stock units in such Account as of his
Date of  Termination  by the  closing  market  composite  price per share of the
Company's Common Stock as reported on the New York Stock Exchange Composite Tape
as of the last day of the month  immediately  preceding such Date of Termination
or, if such shares are not traded on that date,  on the next  preceding  date on
which shares were traded.  Such dollar value,  in addition to the balance in the
Participant's  Deferred Money  Account,  if any, is the  Participant's  "Account
Value".  For purposes of this Section 4, a  Participant's  `Date of Termination'
means the last day on which the  Participant  ceases to serve as a member of the
Company's Board of Directors.

     (b) Payment of a  Participant's  Account Value shall be made solely in cash
and shall be made, or commence to be made, as soon as practicable  following the
Participant's Date of Termination, as follows:

     (i) in a lump sum payment; or

     (ii) in ten or fewer annual  installments,  as elected by the  Participant;
          provided,  however,  any such  election that has not been on file with
          the  Committee at least 12 months prior to the  Participant's  Date of
          Termination  shall  be  disregarded  and  payments  shall  be  made in
          accordance with the  Participant's  most recent election form that has
          been on file  with the  Committee  at least 12  months,  or if no such
          election has been filed, in accordance with paragraph (i) next above.

     (c) In the event of a Participant's death before he has received payment of
his full Account Value,  the remaining unpaid Account Value shall be paid to his
designated  beneficiary or beneficiaries as soon as practicable  thereafter in a
lump  sum.  If  no  designated  beneficiary  has  been  named  or  survives  the
Participant, the beneficiary will be the Participant's estate."