| Illinois      Power CompanyComputation      of Ratios of Earnings to Fixed Charges and CombinedFixed      Charges and Preferred Stock Dividend Requirements(Thousands      of Dollars, Except Ratios) |                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
|                                                                                                                                                                                                  |                      |   |   |   |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |
|                                                                                                                                                                                                  | 6      Months Ended  |   |   | Year      Ended  |   |
|                                                                                                                                                                                                  | June      30,             |   |   | December      31, |   |
|                                                                                                                                                                                                  | 2008                      |   |   | 2007 |   |
| Net      income from continuing operations                                                                                                                                                            | $                         | (7,120 | ) |   | $ | 25,780 |   |
| Add-      Taxes based on income                                                                                                                                                                       |                      | (5,072 | ) |   |   | 15,341 |   |
| Net      income before income taxes                                                                                                                                                                   |                      | (12,192 | ) |   |   | 41,121 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| Add-      fixed charges:                                                                                                                                                                              |                      |   |   |   |   |   |   |
| Interest on long term      debt (1)                                                                                                                                                              |                      | 45,178 |   |   |   | 69,085 |   |
| Estimated      interest cost within rental expense                                                                                                                                                    |                      | 449 |   |   |   | 234 |   |
| Amortization      of net debt premium, discount,expenses      and losses                                                                                                                              |                      | 4,502 |   |   |   | 8,454 |   |
| Total      fixed charges                                                                                                                                                                              |                      | 50,129 |   |   |   | 77,773 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| Earnings      available for fixed charges                                                                                                                                                             |                      | 37,937 |   |   |   | 118,894 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| Ratio      of earnings to fixed charges                                                                                                                                                               |                      | 0.75 |   |   |   | 1.52 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| Earnings      required for combined fixedcharges      and preferred stock dividends:                                                                                                                  |                      |   |   |   |
| Preferred      stock dividends                                                                                                                                                                        |                      | 1,147 |   |   |   | 2,294 |   |
| Adjustment      to pre-tax basis                                                                                                                                                                      |                      | 817 |   |   |   | 1,365 |   |
|                                                                                                                                                                                                  |                      | 1,964 |   |   |   | 3,659 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| Combined      fixed charges and preferred stockdividend      requirements                                                                                                              | $                         | 52,093 |   |   | $ | 81,432 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| Ratio      of earnings to combined fixed chargesand      preferred stock dividend requirements                                                                                                        |                      | - | (2)  |   |   | 1.46 |   |
|                                                                                                                                                                                                  |                      |   |   |   |   |   |   |
| (1)  Includes      FIN 48 interest expense                                                                                                                                                  |                      |   |   |   |   |   |   |
| (2)      Earnings were inadequate to cover fixed charges by $14,156,000 for the six      months ended June 30, 2008.                                                                                  |                      |