EXHIBIT 99.3





                                   CERTIFICATE
                                 furnished under
                 Section 906 of the Sarbanes-Oxley Act of 2002.

         I, Warner L. Baxter, chief financial officer of CILCORP Inc., hereby
certify that to the best of my knowledge, the accompanying Report of CILCORP
Inc. on Form 10-K for the fiscal year ended December 31, 2002 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and that information contained in such Report fairly presents, in all
material respects, the financial condition and results of operations of CILCORP
Inc.




                                                 /s/ Warner L. Baxter
                                                 -------------------------------
                                                 Warner L. Baxter
                                                 Chief Financial Officer

Date: April 15, 2003

A signed original of this written statement required by Section 906 has been
provided to CILCORP Inc. and will be retained by CILCORP Inc. and furnished to
the Securities and Exchange Commission or its staff upon request.