EXHIBIT 99.2


For release:                                                  Nov. 24, 1998



               ILLINOIS POWER RESOLVES FINANCIAL ISSUE SURROUNDING
                  POTENTIAL SALE OF ITS CLINTON POWER STATION

                 Accounting treatment for nuclear exit clarified

     DECATUR,  Ill.  (Nov. 24, 1998) -- Illinois  Power  announced  today it has
resolved a  financial  issue that  would  need to be  addressed  in the event it
decides to sell or shut down the Clinton Power Station, its 950-megawatt nuclear
generating facility.
        
     Illinois Power  Controller Cindy G. Steward said the company is considering
writing up the value of its fossil  generating assets and writing down the value
of its nuclear assets to reflect  current  market  values,  a move that would be
taken only in conjunction with a decision to exit the nuclear business.
         
     The  Securities  and Exchange  Commission  this week confirmed for Illinois
Power that such an  accounting  procedure  would be  acceptable  if the  company
decides to exit the nuclear business.  This determination  removes a significant
uncertainty and alleviates financial difficulties that otherwise could stem from
the sale or shutdown of the plant.
         
     "Our goal is to resolve the  financial  risks of  operating  a  single-unit
nuclear  plant,"  Steward  said.  "The SEC's  concurrence  with this  accounting
treatment is valuable input to our board's decision. This can give us an






ILLINOIS POWER
Nov. 24, 1998
Page 2

opportunity  for a fresh start as we position  Illinois  Power and  Illinova for
swiftly changing and increasingly competitive energy markets."
        
     This accounting procedure, called a quasi-reorganization,  is a transaction
whereby a  company  restates  the value of all its  assets  and  liabilities  to
current  market  value.  This would  require the company to write down to market
value  the  Clinton  Station  --  whose  current  book  value,  net of  tax,  is
approximately  $1.6 billion but whose market value is  considerably  less -- and
write up to market  value its fossil  generating  stations -- older  assets that
have been  depreciated to a book value of  approximately  $500 million but whose
market value is far greater.  The  write-down  of the company's  nuclear  assets
would result in a charge to earnings while the fossil write-up would be a direct
increase to equity.
         
     Illinois  Power's Board of Directors  likely will make a decision by year's
end regarding the Clinton Station. Exploring a potential sale is just one of the
alternatives the company is evaluating.  Other options include continuing to own
and operate the plant,  closing it, or forming a consortium  with other  nuclear
station operators.