EXHIBIT 99.4


                      FORM OF BROKER, DEALER, ETC. LETTER


                                 CILCORP INC.


                             OFFER TO EXCHANGE ALL
         8.700% SENIOR NOTES DUE 2009 FOR 8.700% SENIOR NOTES DUE 2009
  WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND

         9.375% SENIOR BONDS DUE 2029 FOR 9.375% SENIOR BONDS DUE 2029
    WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
               PURSUANT TO THE PROSPECTUS, DATED [      ], 1999


TO:  BROKERS, DEALERS, COMMERCIAL BANKS,
     TRUST COMPANIES AND OTHER NOMINEES:

     CILCORP Inc. (the "Company") is offering, upon and subject to the terms and
conditions set forth in the Prospectus, dated [ ], 1999 (the "Prospectus"), and
the enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange
(the "Exchange Offer") its outstanding 8.700% Senior Notes due 2009 (the "Old
Notes") for 8.700% Senior Notes due 2009 which have been registered under the
Securities Act of 1933, as amended (the "New Notes"), and to exchange its
outstanding 9.375% Senior Bonds due 2029 (the "Old Bonds" and together with the
Old Notes the "Old Securities") for 9.375% Senior Bonds due 2029 which have been
registered under the Securities Act of 1933, as amended (the "New Bonds" and
together with the New Notes the "New Securities"). The Exchange Offer is being
made in order to satisfy certain obligations of the Company contained in the
Registration Rights Agreement dated October 18, 1999, by and among Midwest
Energy, Inc. and the initial purchasers referred to therein, which agreement the
Company has assumed as the surviving entity in its merger with Midwest Energy.

     We are requesting that you contact your clients for whom you hold Old
Securities regarding the Exchange Offer. For your information and for forwarding
to your clients for whom you hold Old Securities registered in your name or in
the name of your nominee, or who hold Old Securities registered in their own
names, we are enclosing the following documents:

     1.   Prospectus dated [ ], 1999;

     2.   The Letter of Transmittal for your use and for the information of your
          clients;

     3.   A Notice of Guaranteed Delivery to be used to accept the Exchange
          Offer if certificates for Old Securities are not immediately available
          or time will not permit all required documents to reach the Exchange
          Agent prior to the Expiration Date (as defined below) or if the
          procedure for book-entry transfer cannot be completed on a timely
          basis;

     4.   A form of letter which may be sent to your clients for whose account
          you hold Old Securities registered in your name or the name of your
          nominee, with space provided for obtaining such clients' instructions
          with regard to the Exchange Offer;

     5.   Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9; and

     6.   Return envelopes addressed to The Bank of New York, the Exchange Agent
          for the Exchange Offer.

     YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [ ], 1999, UNLESS EXTENDED BY THE COMPANY (THE
"EXPIRATION DATE"). OLD SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY
BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.



     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Letter of
Transmittal) and any other required documents should be sent to the Exchange
Agent. Certificates representing the Old Securities should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.

     If a registered holder of Old Securities desires to tender, but such Old
Securities are not immediately available, or time will not permit such holder's
Old Securities or other required documents to reach the Exchange Agent before
the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."

     The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Securities held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Securities pursuant to the Exchange Offer,
except as set forth in Instruction 6 of the Letter of Transmittal.

     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent for the Exchange Offer, at its address and
telephone number set forth on the front of the Letter of Transmittal.



                                     Very truly yours,




                                     CILCORP INC.


     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.


Enclosures

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