Exhibit (b)(11)

                                  AMENDMENT OF
                             ILLINOIS POWER COMPANY
                      EXECUTIVE INCENTIVE COMPENSATION PLAN

     (As Amended and Restated Effective as of January 1, 1992)

     WHEREAS,  Illinois  Power  Company (the  "Company")  maintains the Illinois
Power Company Executive Incentive
Compensation Plan (the "Plan"); and

     WHEREAS, amendment of the Plan is now deemed desirable;

     NOW,  THEREFORE,  IT IS  RESOLVED  that,  by virtue and in  exercise of the
amending  authority  reserved to the Company under the Plan,  the Plan is hereby
amended,  effective  January 1, 1997,  by  substituting  the  following  for the
"Eligibility" section of the Plan:

     "Eligibility

     The Board of  Directors of the Company (the  'Board'),  in its  discretion,
     shall designate those elected  officers of the Company who will participate
     in the Plan for each Plan Year,  which is the calendar  year.  The Board of
     Directors of each Subsidiary (as defined below),  in its discretion,  shall
     designate  those officers of such  Subsidiary  who will  participate in the
     Plan for each Plan Year. The  Participants for each Plan Year normally will
     be designated by the applicable  Board of Directors  prior to the beginning
     of the year;  provided,  however,  for the Plan Year  beginning  January 1,
     1997,  Participants  who are employed by a Subsidiary  may be designated by
     the Board of  Directors  of such  Subsidiary  no later than  [February  28,
     1997].  If an individual is designated as a Participant  in the middle of a
     Plan Year, the Participant's  award will be pro-rated based upon the number
     of completed  months of service between the date of eligibility and the end
     of the Plan Year. For purposes of the Plan,  'Subsidiary' means any company
     during any period in which it is a 'subsidiary corporation' as that term is
     defined in section 424(f) of the Internal  Revenue Code with respect to the
     Company."