Exhibit (b)(36)
 
 
                                                                [Conformed Copy]












 




                             ILLINOIS POWER COMPANY

                                       TO

                         HARRIS TRUST AND SAVINGS BANK,

                                   as Trustee


                                                                     



                             Supplemental Indenture

                          DATED AS OF DECEMBER 1, 1997


                                       TO


                           Mortgage and Deed of Trust

                             DATED NOVEMBER 1, 1943


<PAGE>


                                                        


SUPPLEMENTAL INDENTURE, dated as of the first day of December,  Nineteen hundred
and  ninety-seven  (1997) (the  "Supplemental  Indenture"),  made by and between
ILLINOIS POWER COMPANY,  a corporation  organized and existing under the laws of
the State of Illinois  (the  "Company"),  and HARRIS  TRUST AND SAVINGS  BANK, a
corporation  organized and existing under the laws of the State of Illinois (the
"Trustee"),  as Trustee  under the Mortgage and Deed of Trust dated  November 1,
1943.

     WHEREAS, the Company has heretofore executed and delivered its Mortgage and
Deed of Trust dated November 1, 1943 (the "Original Indenture"), to the Trustee,
for the  security of the First  Mortgage  Bonds of the Company  issued and to be
issued thereunder (the "Bonds"); and

     WHEREAS,  the Company  desires to amend the  Original  Indenture in certain
respects,   and  in  connection  therewith  has  complied  with  the  applicable
provisions of Articles XIV and XV of the Original Indenture; and

     WHEREAS, the Company, in the exercise of the powers and authority conferred
upon and  reserved to it under the  provisions  of the Original  Indenture,  and
pursuant to appropriate resolutions of the Board of Directors, has duly resolved
and  determined  to make,  execute  and  deliver to the  Trustee a  Supplemental
Indenture in the form hereof for the purposes herein provided; and

     WHEREAS,  all the  conditions  and  requirements  necessary  to  make  this
Supplemental  Indenture a valid,  binding and legal  instrument  have been done,
performed and  fulfilled and the execution and delivery  hereof have been in all
respects duly authorized:

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     THAT Illinois Power Company, in consideration of the purchase and ownership
from  time  to  time  of the  Bonds  and the  service  by the  Trustee,  and its
successors,  under the Original  Indenture  and of One Dollar to it duly paid by
the  Trustee at or before the  ensealing  and  delivery of these  presents,  the
receipt whereof is hereby acknowledged,  hereby covenants and agrees to and with
the Trustee and its  successors in the trust under the Original  Indenture,  for
the benefit of those who shall hold the Bonds and coupons, if any,  appertaining
thereto, as follows:
<PAGE>

                                   ARTICLE I

                         AMENDMENT OF ORIGINAL INDENTURE


Section 1. The  Original  Indenture  is hereby  amended to delete the terms "St.
Clair bonds" and "St. Clair mortgage" and all references thereto.

Section 2. Article I of the Original Indenture, "Definitions," is hereby amended
in the following respects:

     (a)  The  definition  of "Net  bondable  value of  property  additions  not
          subject to an unfunded  prior lien" is hereby  amended by changing the
          fractions  set forth in each of  Subdivisions  (e)(1) and (f)  thereof
          from "ten-sixths (10/6ths)" to "133 1/3%."

     (b)  The definition of "Net bondable value of property additions subject to
          an unfunded  prior lien" is hereby  amended by changing the  fractions
          set forth in each of Subdivisions (c) and (d) thereof from "ten-sixths
          (10/6ths)" to "133 1/3%."

     (c)  The definition of "Net earnings of the Company  available for interest
          and property retirement appropriations" is hereby amended and restated
          in its entirety as follows:

               "The term net earnings of the Company  available for interest and
          property retirement  appropriations shall mean the net earnings of the
          Company ascertained as follows, specifying:

               (a) its  operating  revenues  (which may include  revenues of the
          Company  subject  when  collected  or accrued to possible  refund at a
          future date) with the principal divisions thereof.

               (b) its operating expenses, with the principal divisions thereof,
          excluding  (A) expenses for income,  profits and other taxes  measured
          by, or  dependent  on, net income,  (B)  provisions  for  reserves for
          renewals,  replacements,  depreciation,  depletion  or  retirement  of
          property  (or  any   expenditures   therefor),   or   provisions   for
          amortization  of property,  (C) expenses or provisions for interest on
          any  indebtedness  of  the  Company,  for  the  amortization  of  debt
          discount,  premium,  expense  or  loss  on  reacquired  debt,  for any
          maintenance  and  replacement,  improvement  or sinking  fund or other
          device  for  the  retirement  of  any   indebtedness,   or  for  other
          amortization,  (D) expenses or provisions for any non-recurring charge
          to  income  or  to  retained  earnings  of  whatever  kind  or  nature
          (including  without  limitation the  recognition of expense due to the
          non-recoverability of assets or expense), whether or not recorded as a
          non-recurring  charge  in the  Company's  books  of  account,  and (E)
          provisions for any refund of revenues previously  collected or accrued
          by the Company subject to possible refund;
<PAGE>

               (c) the amount remaining after deducting the amount in clause (b)
          above from the amount in clause (a) above;

               (d) its rental  revenues (net of rental  expenses not included in
          clause (b) above);

               (e) the sum of the amounts in clauses (c) and (d);

               (f) its other income, which amount may include any portion of the
          allowance for funds used during  construction and other income related
          to deferred costs (or any analogous  amounts) which is not included in
          "other  income"  (or any  analogous  item) in the  Company's  books of
          account;

               (g) Net  earnings  of the  Company  available  for  interest  and
          property retirement  appropriations  (being the sum of clauses (e) and
          (f) above).

               Notwithstanding anything herein to the contrary,  neither profits
          nor  loss  from  the  sale  or  other  disposition  of  property,  nor
          non-recurring charges of any kind or nature,  whether items of revenue
          or  expense,  shall be  included in  calculating  net  earnings of the
          Company available for interest and property retirement appropriations.

               If any of the property of the Company  owned by it at the time of
          calculating  net  earnings of the Company  available  for interest and
          property retirement appropriations (a) shall have been acquired during
          or after any period for which net  earnings of the  Company  available
          for  interest  and  property  retirement   appropriations  are  to  be
          computed, (b) shall not have been acquired in exchange or substitution
          for property  the net earnings of which have been  included in the net
          earnings of the Company available for interest and property retirement
          appropriations, and (c) had been operated as a separate unit and items
          of revenue and expense attributable thereto are readily ascertainable,
          then the net earnings of such property (computed in the manner in this
          Section  provided  for  the  computation  of the net  earnings  of the
          Company available for interest and property retirement appropriations)
          during such period or such part of such period as shall have  preceded
          the  acquisition  thereof,  to the  extent  that  the  same  have  not
          otherwise  been included in the net earnings of the Company  available
          for  interest  and  property  retirement  appropriations,  shall be so
          included."

     (d)  The definition of "Net earnings of the Company  available for interest
          after property  retirement  appropriations" and all references thereto
          are hereby deleted in their entirety.
<PAGE>

Section 3. Article III of the Original  Indenture,  "Authentication and Delivery
of Bonds," is hereby amended in the following respects:

     (a)  Section 3,  Subdivision  (b)(1) is hereby  amended by (i) changing the
          period "fifteen  calendar months" to "eighteen  calendar months," (ii)
          deleting  the phrase "the greater of" and changing the figure "two and
          one-half"  to "two," and (iii)  deleting  the  phrase "or ten  percent
          (10%) of the principal amount of".

     (b)  Section 3,  Subdivision  (b)(2) and all references  thereto are hereby
          deleted in their entirety.

     (c)  The first  paragraph  of Section 4 is hereby  amended by changing  the
          percentage set forth in the first sentence thereof from 60% to 75%.

     (d)  Section 4,  Subdivisions  (a)(7)(i)  and (a)(8) are hereby  amended by
          changing the fraction set forth in each such Subdivision  thereof from
          "ten-sixths (10/6ths)" to "133 1/3%."

Section 4. Article IV of the Original  Indenture,  "Particular  Covenants of the
Company," is hereby amended in the following respects:

     (a)  Section  6,  Subdivision  (a) is hereby  amended by (i)  deleting  the
          phrase  "such  hazards and risks as are usually  insured by  companies
          similarly  situated and operating  like  properties"  and replacing in
          lieu thereof the word "fire," (ii) deleting the phrase "Fifty thousand
          dollars"  and  replacing  in lieu thereof "the greater of Five Million
          Dollars ($5,000,000) or three per cent (3%) of the aggregate principal
          amount of the Bonds then outstanding  under this Indenture,  and (iii)
          deleting the phrase "hazards and risks covered thereby" in Subdivision
          (a)(1) and replacing in lieu thereof the word "fire."

     (b)  Section 6,  Subdivision  (b) is hereby  amended by deleting the phrase
          "Twenty  five  thousand  dollars"  and  replacing in lieu thereof "the
          greater  of  Five  Million  Dollars  or  three  per  cent  (3%) of the
          aggregate  principal  amount  of Bonds  then  outstanding  under  this
          Indenture."

     (c)  Section 6,  Subdivision  (c) is hereby  amended by deleting the phrase
          "any  insurance"  and  replacing in lieu  thereof "any fire  insurance
          required to be  maintained by it pursuant to  Subdivision  (a) of this
          Section."

     (d)  Section  14,  Subdivision  (a)  is  hereby  amended  by  changing  the
          percentage set forth therein from "50%" to "75%."
<PAGE>

     (e)  Section 14,  Subdivision  (b)(1) is hereby amended by (i) changing the
          period "fifteen  calendar months" to "eighteen  calendar months," (ii)
          deleting  the phrase "the greater of" and changing the figure "two and
          one-half"  to "two," and (iii)  deleting  the  phrase "or ten  percent
          (10%) of the principal amount of."

     (f)  Section 14,  Subdivision  (b)(2) and all references thereto are hereby
          deleted in their entirety.

     (g)  Section  16,  Subdivisions  (a)(1) and  (a)(2)  are hereby  amended by
          changing the percentages set forth in each such Subdivision from "60%"
          to "75%."

     (h)  Section 16,  Subdivision  (b)(1) is hereby amended by (a) changing the
          period "fifteen  calendar months" to "eighteen  calendar  months," (b)
          deleting  the phrase "the greater of" and changing the figure "two and
          one-half" to "two," and (c) deleting the phrase "or ten percent  (10%)
          of the principal amount of, and."

     (i)  Section 16,  Subdivision  (b)(2) and all references thereto are hereby
          deleted in their entirety.

     (j)  Sections 24, 25 and 26 and all  references  thereto are hereby deleted
          in their entirety.

Section 5. Article VI of the Original Indenture,  "Concerning Securities Held by
the Trustee," is hereby amended to delete Sections 6, 7, 8, 9, 10, 11 and 12 and
all references thereto in their entirety.

Section 6. Article VII of the Original Indenture,  "Possession,  Use and Release
of Property," is hereby amended in the following respects:

     (a)  Section 3 is amended by adding the  following  paragraph at the end of
          Section 3:\

          "Notwithstanding  any of the foregoing,  if the property  constituting
          part of the trust  estate to be released  is (i) capital  stock of any
          Subsidiary owned by the Company,  or (ii) secured funded  indebtedness
          of any  Subsidiary  owned by the  Company,  the  Company  shall not be
          required to comply with any of the provisions of this Section 3."

     (b)  Article VII is hereby amended by adding the following new Section 9:

          "SECTION 9.  Notwithstanding the other provisions of this Article VII,
          unless an Event of Default shall have occurred and be continuing,  the
          Company may obtain the release  from the lien of this  Indenture,  any
          part of the property  constituting  part of the trust  estate,  or any
          part  thereof,  and  the  Trustee  shall  whenever  from  time to time
          requested by the Company, and without requiring compliance with any of
          the other  provisions  of this Article VII,  release the same from the
          lien hereof all the right, title and interest of the Trustee in and to
          the same, provided either that:
<PAGE>

               (a) the aggregate fair value of the property to be so released on
          any date in a given  calendar  year,  together with all other property
          released pursuant to this Subdivision (a) in such calendar year, shall
          not exceed the greater of Five  Million  Dollars  ($5,000,000)  or one
          percent  (1%) of the  aggregate  principal  amount of the Bonds at the
          time  outstanding,  provided  that  there  shall be  delivered  to the
          Trustee an  engineer's  certificate  stating  the fair  value,  in the
          judgment of the signers, of the property to be released, the aggregate
          fair value of all other property theretofore released pursuant to this
          Subdivision (a) in such calendar year and that, in the judgment of the
          signers,  the release  thereof will not impair the security under this
          Indenture in contravention of the provisions hereof; or

               (b) the aggregate fair value of the property to be so released on
          any date in a given  calendar  year,  together with all other property
          released  pursuant  to  Subdivision  (a) of  this  Section  9 or  this
          Subdivision  (b) in such  calendar  year,  shall exceed the greater of
          Five Million Dollars ($5,000,000) or one percent (1%) of the aggregate
          principal amount of the Bonds at the time  outstanding,  but shall not
          exceed three  percent (3%) of the  aggregate  principal  amount of the
          Bonds at the time outstanding,  provided that there shall be delivered
          to the Trustee an engineer's  certificate  stating the fair value,  in
          the  judgment of the  signers,  of the  property to be  released,  the
          aggregate  fair  value  of all  other  property  theretofore  released
          pursuant to Subdivision (a) of this Section 9 and this Subdivision (b)
          in such calendar year and, as to property additions,  the cost thereof
          (or, if the fair value to the Company of such property at the time the
          same became  property  additions was less than the cost thereof,  then
          such fair value, in the judgment of the signers, in lieu of cost), and
          that,  in the  judgment of the signers,  the release  thereof will not
          impair the  security  under this  Indenture  in  contravention  of the
          provisions hereof. On or before December 1st of each year, the Company
          shall  deposit  with  the  Trustee  an  amount  in cash  equal  to the
          aggregate cost of the properties  constituting  property  additions so
          released pursuant to this Subdivision (b) during the previous calendar
          year (or, if the fair value to the Company of any particular  property
          at the time the same became property  additions was less than the cost
          thereof,  then such fair  value in lieu of cost);  provided,  however,
          that no such  deposit  shall be required to be made  hereunder  to the
          extent that cash or other  consideration  shall,  as  indicated  in an
          Officer's  certificate  delivered to the Trustee,  have been deposited
          with the trustee or other  holder of a funded  prior lien,  a unfunded
          prior  lien or  other  lien  prior to the  lien of this  Indenture  in
          accordance  with the provision  thereof.  Any cash  deposited with the
          Trustee under this  Subdivision (b) may thereafter be withdrawn,  used
          or applied in the  manner,  to the  extent and for the  purposes,  and
          subject to the conditions, provided in this Article VII."
<PAGE>

Section  7.  Article  VIII of the  Original  Indenture,  "Application  of Moneys
Received by the Trustee," is hereby amended in the following respects:

     (a)  The first paragraph of Section 1 is hereby amended and restated in its
          entirety as follows:

          "Section 1. Any moneys held by the Trustee as part of the trust estate
          (other than moneys received by the Trustee pursuant to Section 5(a) of
          Article  III or on  account  of  judgment  liens or in order to make a
          prior lien a funded  prior  lien) shall be paid over from time to time
          by the Trustee to or upon the order of the  Treasurer  or an Assistant
          Treasurer  of the Company,  in amount  equal to the cost,  or the fair
          value to the  Company if the fair value is less than the cost,  of all
          property additions purchased, constructed or otherwise acquired by the
          Company not previously included within the definition of "net bondable
          value of property additions not subject to an unfunded prior lien" for
          purposes  of  issuing  Bonds or  withdrawing  cash,  but only upon the
          receipt by the Trustee of :"


     (b)  Section  1,  Subdivision  (b)(1) is hereby  amended  by  deleting  the
          following in its entirety:

          "during the period specified in such certificate, commencing,

               (i) in the case of withdrawal  of moneys  received by the Trustee
          pursuant  to Sections 3, 4 or 5 of Article VII upon the release of any
          property (other than obligations deposited pursuant to Section 3(d) of
          Article  VII) from the lien of this  Indenture,  on a date not earlier
          than the date of the application for such release,

               (ii) in the case of withdrawal of moneys  received by the Trustee
          upon the payment of principal  of  obligations  deposited  pursuant to
          Section 3(d) of Article  VII, or upon the release of such  obligations
          from the lien of this  Indenture,  on a date not earlier than the date
          of the  application  for the release of the  property  with respect to
          which such obligations were deposited,

               (iii) in the case of  withdrawal  of  moneys  deposited  with the
          Trustee  pursuant  to Section 6 of Article IV, on the date of the loss
          or  destruction of the property with respect to which such moneys were
          deposited, and
<PAGE>

               (iv) in the case of  withdrawal  of any other moneys which may be
          withdrawn  pursuant to this  Section 1, on a date not earlier than the
          date of the receipt by the Trustee of such moneys."

     (c)  Section  3,   Subdivision  (a)  is  hereby  amended  by  changing  the
          percentage set forth therein from "60%" to "75%."

     (d)  Section 8 and all  references  thereto  are  hereby  deleted  in their
          entirety.

Section 8. Article IX of the Original  Indenture,  "Remedies  Upon  Default," is
hereby amended by deleting  Section 1,  Subdivisions (a) through (k) thereof and
substituting therefor the following:

               "(a)  failure  to  pay  interest,  if  any,  on any  Bond  within
          forty-five (45) days after the same becomes due and payable; or

               (b) failure to pay the  principal  of or premium,  if any, on any
          Bond within three (3) business days after its maturity; or

               (c) failure to make any payment to any  sinking,  maintenance  or
          other analogous fund within sixty (60) days after the same becomes due
          and payable;

               (d)  failure to perform or breach of any  covenant or warranty of
          the  Company in this  Indenture  (other  than a covenant or warranty a
          default in the performance of which or breach of which is elsewhere in
          this Section  specifically dealt with) for a period of sixty (60) days
          after there has been given,  by registered  or certified  mail, to the
          Company  by the  Trustee,  or to the  Company  and the  Trustee by the
          Bondholders of at least twenty-five  percent (25%) in principal amount
          of the Bonds then outstanding  under this Indenture,  a written notice
          specifying  such default or breach and requiring it to be remedied and
          stating  that such notice is a "notice of default"  hereunder,  unless
          the Trustee,  or the Trustee and the Bondholders of a principal amount
          of Bonds not less than the principal  amount of Bonds the  Bondholders
          of which gave such notice,  as the case may be, shall agree in writing
          to an  extension  of such period  prior to its  expiration;  provided,
          however, that that Trustee, or the Trustee and the Bondholders of such
          principal amount of Bonds, as the case may be, shall be deemed to have
          agreed  to an  extension  of  such  period  if  corrective  action  is
          initiated  by the Company  within such period and is being  diligently
          pursued; or

               (e) the entry by a court having  jurisdiction  in the premises of
          (i) a decree  or order for  relief in  respect  of the  Company  in an
          involuntary case or proceeding  under any applicable  Federal or State
          bankruptcy, insolvency,  reorganization or other similar law or (ii) a
          decree or order  adjudging  the  Company a bankrupt or  insolvent,  or
         
<PAGE>

          approving as properly  filed a petition by one or more  Persons  other
          than the Company seeking  reorganization,  arrangement,  adjustment or
          composition  of or in  respect  of the  Company  under any  applicable
          Federal or State law, or appointing a custodian, receiver, liquidator,
          assignee,  trustee,  sequestrator  or other  similar  official  of the
          Company  or of any  substantial  part  of for the  Company  or for any
          substantial  part of its  property,  or  ordering  the  winding  up or
          liquidation of its affairs, and any such decree or order for relief or
          any such other  decree or order shall have  remained  unstayed  and in
          effect for a period of ninety (90) consecutive days; or
 
               (f)  the  commencement  by the  Company  of a  voluntary  case or
          proceeding   under  any  applicable   Federal  or  State   bankruptcy,
          insolvency,  reorganization  or other similar law or of any other case
          or  proceeding  to be  adjudicated  a bankrupt  or  insolvent,  or the
          consent  by it to the entry of a decree or order for relief in respect
          of the Company in a case or proceeding under any applicable Federal or
          State bankruptcy,  insolvency,  reorganization or other similar law or
          to the commencement of any bankruptcy or insolvency case or proceeding
          against  it, or the  filing by it of a  petition  or answer or consent
          seeking reorganization or relief under any applicable Federal or State
          law,  or the  consent by it to the filing of such  petition  or to the
          appointment  of  or  taking  possession  by  a  custodian,   receiver,
          liquidator, assignee, trustee, sequestrator or similar official of the
          Company or of any substantial  part of its property,  or the making by
          it of an assignment for the benefit of creditors,  or the admission by
          it in  writing of its  inability  to pay its debts  generally  as they
          become  due,  or the  authorization  of such  action  by the  Board of
          Directors; or

               (g) an "Event of Default"  under the General  Mortgage  Indenture
          and Deed of Trust, dated as of November 1, 1992 (the "1992 Mortgage"),
          from the  Company to Harris  Trust and  Savings  Bank,  trustee,  or a
          Matured Event of Default  under any Prior  Mortgage (as such terms are
          defined in the 1992 Mortgage);  provided,  however,  that, anything in
          this Indenture to the contrary notwithstanding,  the waiver of cure of
          such "Event of Default"  or event of default  and the  rescission  and
          annulment of the consequences thereof shall constitute a waiver of the
          corresponding  completed default under this Indenture and a rescission
          and annulment of the consequences thereof;"

Section 9. Article XII of the  Original  Indenture,  "Consolidation,  Merger and
Sale," is hereby amended in the following respects:

     (a)  Section  1,  Subdivision  (b)(1) is hereby  amended  by  changing  the
          percentage set forth therein from "50%" to "75%."

     (b)  Section 1,  Subdivision  (b)(2) is hereby  amended by (a) changing the
          period "fifteen  calendar months" to "eighteen  calendar  months," (b)
          deleting  the phrase "the greater of" and changing the figure "two and
          one-half" to "two," and (c) deleting the phrase "or ten percent  (10%)
          

<PAGE>

          of the  principal  amount  of,  and the  net  earnings  of such  other
          corporation   available  for  interest   after   property   retirement
          appropriations  (determined  in the manner  provided in Article I) for
          the same twelve month period shall have  amounted in the  aggregate to
          at least two times the amount of the annual interest charges on".


                                   ARTICLE II

                                   THE TRUSTEE

     The Trustee  hereby  accepts the trusts  hereby  declared  and provided and
agrees  to  perform  the same  upon the terms  and  conditions  in the  Original
Indenture set forth and upon the following terms and conditions:

          The Trustee shall not be responsible  in any manner  whatsoever for or
     in respect of the validity or sufficiency of this Supplemental Indenture or
     the  due  execution  hereof  by the  Company  or for or in  respect  of the
     recitals  contained  herein,  all of which recitals are made by the Company
     solely. In general,  each and every term and condition contained in Article
     XIII of the Original  Indenture shall apply to this Supplemental  Indenture
     with the same  force and  effect as if the same  were  herein  set forth in
     full, with such omissions,  variations and modifications  thereof as may be
     appropriate to make the same conform to this Supplemental Indenture.

                                   ARTICLE III

                                  MISCELLANEOUS

          This  Supplemental  Indenture  may be  simultaneously  executed in any
     number of  counterparts,  each of which when so executed shall be deemed to
     be an original; but such counterparts shall together constitute but one and
     the same instrument.
<PAGE>

     IN WITNESS  WHEREOF,  said Illinois Power Company has caused this Indenture
to be executed on its behalf by its Chairman and President, one of its Executive
Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents
and its corporate  seal to be hereto affixed and said seal and this Indenture to
be attested  by its  Secretary  or one of its  Assistant  Secretaries;  and said
Harris Trust and Savings Bank, in evidence of its acceptance of the trust hereby
created, has caused this Indenture to be executed on its behalf by its President
or one of its Vice  Presidents  and its corporate  seal to be hereto affixed and
said seal and this  Indenture  to be  attested  by its  Secretary  or one of its
Assistant Secretaries; all as of the first day of December, nineteen hundred and
ninety-seven.

                                                     ILLINOIS POWER COMPANY,


                                                     By /s/ Larry F. Altenbaumer
(CORPORATE SEAL)               Senior Vice President and Chief Financial Officer



ATTEST:


 /s/ Leah Manning Stetzner                  
                  Secretary


                                         HARRIS TRUST AND SAVINGS BANK, Trustee,


                                         By /s/ J. Bartolini                    
(CORPORATE  SEAL)                                    Vice President



 /s/ C. Potter                                                
                  Assistant Secretary
<PAGE>


STATE OF ILLINOIS )
                                    ) SS.
COUNTY OF MACON   )

     BE IT REMEMBERED,  that on this 19th day of December,  1997, before me, the
undersigned  Teresa Stewart, a Notary Public within and for the County and State
aforesaid, personally came Larry F. Altenbaumer, Senior Vice President and Chief
Financial  Officer,  and Leah Manning  Stetzner,  Secretary,  of Illinois  Power
Company, a corporation duly organized,  incorporated and existing under the laws
of the State of Illinois,  who are  personally  known to me to be such officers,
and who are  personally  known to me to be the same persons who executed as such
officers the within  instrument of writing,  and such persons duly  acknowledged
that they signed,  sealed and  delivered  the said  instrument as their free and
voluntary  act as such  Senior  Vice  President,  Chief  Financial  Officer  and
Secretary,  respectively,  and as free and voluntary act of said Illinois  Power
Company for the uses and purposes therein set forth.

     IN WITNESS  WHEREOF,  I have  hereunto  subscribed  my name and  affixed my
official seal on the day and year last above written.


                                           /s/ Teresa Stewart                   
                                           Notary Public, Macon County, Illinois

My Commission Expires September 17, 2001.

(NOTARIAL SEAL)

<PAGE>

STATE OF ILLINOIS )
                                    ) SS.
COUNTY OF COOK    )

     BE IT REMEMBERED,  that on this 17th day of December,  1997, before me, the
undersigned  Marianne  Tinerella,  a Notary Public within and for the County and
State aforesaid,  personally came J. Bartolini,  Vice President,  and C. Potter,
Assistant  Secretary,  of Harris  Trust and Savings  Bank,  a  corporation  duly
organized,  incorporated  and existing  under the laws of the State of Illinois,
who are personally known to me to be such officers, and who are personally known
to me to be the same persons who executed as such officers the within instrument
of writing,  and such persons  duly  acknowledged  that they signed,  sealed and
delivered  the said  instrument  as their  free and  voluntary  act as such Vice
President and Assistant Secretary,  respectively,  and as free and voluntary act
of said Harris  Trust and  Savings  Bank for the uses and  purposes  therein set
forth.

     IN WITNESS  WHEREOF,  I have  hereunto  subscribed  my name and  affixed my
official seal on the day and year last above written.


                                            /s/ Marianne Tinerella              
                                            Notary Public, Cook County, Illinois

My Commission Expires May 21, 2001.

(NOTARIAL SEAL)


CHI2:149570.5  03.06.98  10.41