UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For The Quarterly Period Ended September 30, 2002

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For The Transition Period From                 to

                          Commission file number 1-3672

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
             (Exact name of registrant as specified in its charter)


                     Illinois                                  37-0211380
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                     Identification No.)



               607 East Adams Street, Springfield, Illinois 62739
              (Address of principal executive offices and Zip Code)


                         Registrant's telephone number,
                       including area code: (217) 523-3600


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                      Yes      X       .      No             .
                          -------------          ------------


     Shares  outstanding of Central  Illinois  Public Service  Company's  common
stock as of  November  12,  2002:  Common  Stock,  no par value,  held by Ameren
Corporation (parent company of registrant) - 25,452,373


<PAGE>
<TABLE>
<CAPTION>



                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

                                      INDEX


                                                                           Page
                                                                           ----
<S> <C>      <C>                                                          <C>
PART I.       Financial Information

     ITEM 1.  Financial Statements (Unaudited)
              Balance Sheet at September 30, 2002 and December 31, 2001 . .  2
              Statement of Income for the three and nine months
              ended September 30, 2002 and 2001 . . . . . . . . . . . . . .  3
              Statement of Cash Flows for the nine months ended
              September 30, 2002 and 2001 . . . . . . . . . . . . . . . . .  4
              Statement of Common Stockholder's Equity for the three
              and nine months ended September 30, 2002 and 2001 . . . . . .  5
              Notes to Financial Statements . . . . . . . . . . . . . . . .  6

     ITEM 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations . . . . . . . . . . . . . 13

     ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk  . 20

     ITEM 4.  Controls and Procedures . . . . . . . . . . . . . . . . . . . 21

PART II.      Other Information

     ITEM 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 22

     ITEM 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . 22

     ITEM 6   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . 22

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

CERTIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

</TABLE>

This Form 10-Q  contains  "forward-looking  statements"  within  the  meaning of
Section 21E of the Securities Exchange Act of 1934.  Forward-looking  statements
should be read with the cautionary  statements and important factors included in
this Form 10-Q at Item 2.  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations," under the heading "Safe Harbor Statement."
Forward-looking   statements  are  all  statements   other  than  statements  of
historical  fact,  including those  statements that are identified by the use of
the words "anticipates," "estimates," "expects," "intends," "plans," "predicts,"
"projects," and similar expressions.

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<CAPTION>


PART I.   FINANCIAL INFORMATION

ITEM 1.  Financial Statements


                          CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                                       BALANCE SHEET
                                 (Unaudited, in millions)

                                                     September 30,  December 31,
                                                         2002          2001
                                                     ------------   ------------
<S>                                                     <C>            <C>
ASSETS:
Property and plant, at original cost:
   Electric                                              $1,242      $1,224
   Gas                                                      287         280
                                                         ------      ------
                                                          1,529       1,504
   Less accumulated depreciation and amortization           722         693
                                                         ------      ------
                                                            807         811
Construction work in progress                                13          11
                                                         ------      ------
      Total property and plant, net                         820         822
                                                         ------      ------
Investments and other assets:
   Intercompany notes receivable                            373         419
   Intercompany tax receivable                              166         177
   Other assets                                              13          17
                                                         ------      ------
      Total investments and other assets                    552         613
                                                         ------      ------
Current assets:
   Cash and cash equivalents                                 16          26
   Accounts receivable - trade (less allowance for
      doubtful accounts of $1 and $1, respectively)          57          38
   Unbilled revenue                                          61          81
   Other accounts and notes receivable                       66          61
   Intercompany notes receivable                             46          43
   Intercompany tax receivable                               13          18
   Materials and supplies, at average cost -
      Fossil fuel                                            33          33
      Other                                                  10           9
   Other                                                      8           7
                                                         ------      ------
      Total current assets                                  310         316
                                                         ------      ------
Regulatory assets                                            30          32
                                                         ------      ------
Total Assets                                             $1,712      $1,783
                                                         ======      ======

CAPITAL AND LIABILITIES:
Capitalization:
   Common stock, no par value, 45.0 shares
      authorized - 25.5 shares outstanding               $  120      $  120
   Retained earnings                                        428         444
                                                         ------      ------
      Total common stockholder's equity                     548         564
                                                         ------      ------
   Preferred stock not subject to mandatory redemption       80          80
   Long-term debt                                           534         579
                                                         ------      ------
      Total capitalization                                1,162       1,223
                                                         ------      ------
Current liabilities:
   Current maturities of long-term debt                      45          33
   Accounts and wages payable                                78         114
   Accumulated deferred income taxes                          -          20
   Taxes accrued                                             51          23
   Other                                                     33          31
                                                         ------      ------
      Total current liabilities                             207         221
                                                         ------      ------
Accumulated deferred income taxes                           271         255
Accumulated deferred investment tax credits                  11          12
Regulatory liabilities                                       23          36
Other deferred credits and liabilities                       38          36
                                                         ------      ------
Total Capital and Liabilities                            $1,712      $1,783
                                                         ======      ======

See Notes to Financial Statements.
</TABLE>
                                       2
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<TABLE>
<CAPTION>

                 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                           STATEMENT OF INCOME
                        (Unaudited, in millions)

                                         Three Months Ended  Nine Months Ended
                                            September 30,      September 30,
                                        -------------------  ------------------
                                             2002    2001     2002     2001
                                             -----   -----    -----    -----
<S>                                         <C>     <C>      <C>      <C>
OPERATING REVENUES:
   Electric                                  $ 209   $ 210    $ 520    $ 529
   Gas                                          15      19      106      131
                                             -----   -----    -----    -----
      Total operating revenues                 224     229      626      660
                                             -----   -----    -----    -----

OPERATING EXPENSES:
   Operations
      Purchased power                          117     123      323      336
      Gas                                        6       9       62       88
      Other                                     31      33       94       91
                                             -----   -----    -----    -----
                                               154     165      479      515
   Maintenance                                   8       8       26       21
   Depreciation and amortization                13      12       38       36
   Income taxes                                 16      14       21       26
   Other taxes                                   6       6       21       18
                                             -----   -----    -----    -----
      Total operating expenses                 197     205      585      616
                                             -----   -----    -----    -----

OPERATING INCOME                                27      24       41       44

OTHER INCOME AND (DEDUCTIONS):
   Miscellaneous, net
     Miscellaneous income                        8      13       25       33
     Miscellaneous expense                       -      (1)      (1)      (1)
     Income taxes                                -      (1)       -       (1)
                                             -----   -----    -----    -----
      Total other income and (deductions)        8      11       24       31
                                             -----   -----    -----    -----


INTEREST CHARGES                                11      10       31       29
                                             -----   -----    -----    -----

NET INCOME                                      24      25       34       46

PREFERRED STOCK DIVIDENDS                        1       1        3        3
                                             -----   -----    -----    -----

NET INCOME AFTER PREFERRED STOCK DIVIDENDS   $  23   $  24    $  31    $  43
                                             =====   =====    =====    =====


See Notes to Financial Statements.
</TABLE>

                                       3

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<TABLE>
<CAPTION>
                    CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            STATEMENT OF CASH FLOWS
                           (Unaudited, in millions)
                                                      Nine Months Ended
                                                       September 30,
                                                      -----------------
                                                        2002     2001
                                                       -----    -----
<S>                                                   <C>      <C>
Cash Flows From Operating:
   Net income                                          $  34    $  46
   Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                    38       36
         Amortization of debt issuance costs and
         premium/discounts                                 1        1
         Deferred income taxes, net                      (12)     (14)
         Deferred investment tax credits, net             (1)      (1)
         Changes in assets and liabilities:
               Receivables, net                           (4)      11
               Materials and supplies                     (1)     (14)
               Accounts and wages payable                (36)     (17)
               Taxes accrued                              28       22
               Assets, other                              25        8
               Liabilities, other                         (1)       3
                                                       -----    -----
Net cash provided by operating activities                 71       81
                                                       -----    -----

Cash Flows From Investing:
   Construction expenditures                             (41)     (34)
   Intercompany notes receivable                          43       40
                                                       -----    -----
Net cash provided by investing activities                  2        6
                                                       -----    -----

Cash Flows From Financing:
   Dividends on common stock                             (47)     (15)
   Dividends on preferred stock                           (3)      (3)
   Redemptions:
      Long-term debt                                     (33)     (30)
      Intercompany notes payable                           -     (194)
   Issuances:
      Long-term debt                                       -      150
                                                       -----    -----
Net cash used in financing activities                    (83)     (92)
                                                       -----    -----

Net change in cash and cash equivalents                  (10)      (5)
Cash and cash equivalents at beginning of year            26       30
                                                       -----    -----
Cash and cash equivalents at end of period             $  16    $  25
                                                       =====    =====

Cash paid during the periods:
   Interest                                            $  26    $  25
   Income taxes, net                                       6       17

See Notes to Financial Statements.
</TABLE>

                                       4

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<TABLE>
<CAPTION>

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                    STATEMENT OF COMMON STOCKHOLDER'S EQUITY
                            (Unaudited, in millions)


                                   Three Months Ended   Nine Months Ended
                                     September 30,       September 30,
                                   ------------------   -----------------
                                     2002     2001       2002     2001
                                     -----    -----      -----    -----
<S>                                 <C>      <C>      <C>      <C>

Common stock                         $ 120    $ 120      $ 120    $ 120

Retained earnings
   Beginning balance                   421      454        444      435
   Net income                           24       25         34       46
   Common stock dividends              (16)     (34)       (47)     (34)
   Preferred stock dividends            (1)      (1)        (3)      (3)
                                     -----    -----      -----    -----
                                       428      444        428      444
                                     -----    -----      -----    -----

Total common stockholder's equity    $ 548    $ 564      $ 548    $ 564
                                     =====    =====      =====    =====



See Notes to Financial Statements.

                                       5
</TABLE>
<PAGE>

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2002


NOTE 1 - Summary of Significant Accounting Policies

Basis of Presentation

     Our financial  statements  reflect all  adjustments  (which include normal,
recurring adjustments) necessary, in our opinion, for a fair presentation of the
interim  results.  These  statements  should  be read in  conjunction  with  the
financial statements and the notes thereto included in our 2001 Annual Report on
Form 10-K.

     When we refer to  AmerenCIPS,  our, we or us, we are  referring  to Central
Illinois  Public  Service  Company.  All tabular dollar amounts are in millions,
unless otherwise indicated.

Accounting Changes and Other Matters

     In January 2001,  we adopted  Statement of Financial  Accounting  Standards
(SFAS) No. 133, "Accounting for Derivative  Instruments and Hedging Activities."
The impact of that adoption was immaterial to us.

     On January 1, 2002, we adopted SFAS No. 141,  "Business  Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires business
combinations to be accounted for under the purchase method of accounting,  which
requires  one  party  in the  transaction  to be  identified  as  the  acquiring
enterprise  and for that party to allocate the purchase  price to the assets and
liabilities  of the acquired  enterprise  based on fair market  value.  SFAS 142
requires  goodwill  and  indefinite-lived  intangible  assets  recorded  in  the
financial statements to be tested for impairment at least annually,  rather than
amortized over a fixed period,  with  impairment  losses  recorded in the income
statement.  SFAS  141 and SFAS 142 did not  have  any  effect  on our  financial
position,  results  of  operations  or  liquidity  upon  adoption.  See Note 6 -
"CILCORP Acquisition."

     In July 2001, SFAS No. 143,  "Accounting for Asset Retirement  Obligations"
was issued.  SFAS 143 requires an entity to record a liability and corresponding
asset  representing the present value of legal  obligations  associated with the
retirement  of tangible,  long-lived  assets.  SFAS 143 is  effective  for us on
January 1, 2003.  At this time,  we are  assessing the impact of SFAS 143 on our
financial position, results of operations and liquidity upon adoption.

     On January 1, 2002, we adopted SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived  Assets." SFAS 144 addresses the financial  accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets to Be Disposed Of." SFAS 144 retains the guidance  related to
calculating and recording impairment losses, but adds guidance on the accounting
for  discontinued   operations,   previously   accounted  for  under  Accounting
Principles  Board Opinion No. 30. We evaluate  long-lived  assets for impairment
when events or changes in circumstances indicate that the carrying value of such
assets may not be  recoverable.  The  determination  of whether  impairment  has
occurred is based on an estimate of undiscounted cash flows  attributable to the
assets,  as compared with the carrying  value of the assets.  If impairment  has
occurred,  the amount of the  impairment  recognized is determined by estimating
the fair value of the assets and  recording a provision for loss if the carrying
value is greater  than the fair  value.  SFAS 144 did not have any effect on our
financial position, results of operations or liquidity upon adoption.

     In June 2002, the Financial  Accounting  Standards Board (FASB) issued SFAS
No. 146,  "Accounting for Costs  Associated  with Exit or Disposal  Activities."
SFAS 146 requires an entity to  recognize  and measure at fair value a liability
for a cost associated  with an exit or disposal  activity in the period in which
the liability is incurred and nullifies  Emerging Issues Task Force (EITF) Issue
No. 94-3,  "Liability  Recognition for Certain Employee Termination Benefits and
Other  Costs  to  Exit  an  Activity  (Including  Certain  Costs  Incurred  in a
Restructuring)."  SFAS 146 is effective for exit or disposal activities that are
initiated after December 31, 2002.

                                       6
<PAGE>

Excise Taxes

     Excise taxes on our  Illinois gas customer  bills are imposed on us and are
recorded gross in Operating  Revenues and Other Taxes.  Excise taxes recorded in
Operating Revenues and Other Taxes for the three and nine months ended September
30,  2002 and 2001 were $2 million and $9 million,  respectively.  Excise  taxes
applicable to Illinois  electric  customer bills are imposed on the consumer and
are recorded as tax collections payable.

Employee Benefit Plans

     Ameren Corporation,  our parent company,  made cash contributions  totaling
$15  million to  Ameren's  defined  benefit  retirement  plans  during the third
quarter of 2002, and Ameren expects to make additional cash contributions to the
plans  totaling  approximately  $15 million in the fourth  quarter of 2002.  Our
share  of  the  cash  contribution  made  in  the  third  quarter  of  2002  was
approximately $2 million,  and we expect our share of the cash contribution that
may be made in the fourth  quarter  of 2002 will be  approximately  $2  million.
Future  funding  plans  will be  evaluated  at the  end of  2002.  Based  on the
performance  of plan assets  through  September 30, 2002,  Ameren  expects to be
required under the Employee  Retirement  Income Security Act of 1974 to fund $25
million to $50 million in 2004 and $150 million to $200 million in 2005 in order
to maintain  minimum  funding  levels.  We expect our share of the funding to be
between $3 million to $5  million,  and $16  million to $21 million for 2004 and
2005, respectively, plus our share related to employees of our affiliate, Ameren
Services  Company.  These  amounts are  estimates and may change based on actual
stock market performance, changes in interest rates, any plan funding in 2002 or
2003 and  finalization  of  actuarial  assumptions.  In  addition,  we expect at
December 31, 2002,  to be required to record a minimum  pension  liability  that
would  result in a charge to  Accumulated  Other  Comprehensive  Income (OCI) in
stockholder's  equity.  The amount of the charge is expected to result in a less
than one percent change in our debt to total capitalization ratios.


NOTE 2 - Rate and Regulatory Matters

Illinois Electric

     In December 1997, the Electric  Service Customer Choice and Rate Relief Law
of  1997  (the  Illinois  Law)  was  enacted   providing  for  electric  utility
restructuring  in Illinois.  This  legislation  introduced  competition into the
retail supply of electric  energy in Illinois.  Illinois  residential  customers
were  offered  choice in  suppliers  beginning  on May 1, 2002.  Industrial  and
commercial customers were previously offered this choice.

     The original  Illinois Law contained a provision  freezing  retail  bundled
electric  rates  through  January 1, 2005. In 2002,  legislation  was passed and
signed into law that extended the rate freeze period through January 1, 2007. As
a result of the  extension  through  January 1, 2007 of the electric rate freeze
related to the Illinois Law, we expect to seek to renew or extend a power supply
agreement  between  us  and  our  affiliate,   AmerenEnergy   Marketing  Company
(Marketing  Company),  through the same  period.  A renewal or  extension of the
power supply agreement will depend on compliance with regulatory requirements in
effect at the time,  and we cannot  predict  whether  we will be  successful  in
securing a renewal or extension of this agreement. The offering of choice to our
industrial and commercial customers has not had a material adverse effect on our
business,  and we do not  expect  the  offering  of  choice  to our  residential
customers,  or the  extension  of the rate  freeze,  to have a material  adverse
effect on our business.

     In October 2002, we and our affiliate, Union Electric Company, operating as
AmerenUE,  filed with the  Illinois  Commerce  Commission  (ICC) a  proposal  to
suspend  collection of transition  charges  associated with the Illinois Law for
the period  commencing  June 2003 until at least June  2005.  The  Illinois  Law
allows a utility to collect transition charges from customers that elect to move
from bundled  retail rates to  market-based  rates.  Utilities have the right to
collect transition charges throughout the transition period that ends January 1,
2007. The suspension of collection of transition charges is not expected to have
a material impact on us.

                                       7
<PAGE>



 Federal - Electric Transmission

     In December 1999, the Federal Energy  Regulatory  Commission  (FERC) issued
Order 2000 requiring all utilities, subject to FERC jurisdiction, to state their
intentions  for joining a regional  transmission  organization  (RTO).  RTOs are
independent organizations that will functionally control the transmission assets
of utilities in order to improve the wholesale power market. Since January 2001,
we and AmerenUE, along with several other utilities,  were seeking approval from
the FERC to  participate  in an RTO known as the Alliance RTO. We had previously
been a member of the  Midwest  Independent  System  Operator  (Midwest  ISO) and
recorded a pretax  charge to earnings  in 2000 of $8 million  ($5 million  after
taxes) for an exit fee and other costs when we left that  organization.  We felt
the for-profit  Alliance RTO business  model was superior to the  not-for-profit
Midwest ISO business model and provided us with a more  equitable  return on our
transmission assets.

     In late 2001,  the FERC issued an order that  rejected the formation of the
Alliance  RTO and  ordered the  Alliance  RTO  companies  and the Midwest ISO to
discuss how the  Alliance RTO business  model could be  accommodated  within the
Midwest ISO. On April 25, 2002, after the Alliance RTO and Midwest ISO failed to
reach an  agreement,  and after a series of filings by the two parties  with the
FERC,  the FERC  issued a  declaratory  order  setting  forth  the  division  of
responsibilities  between the Midwest ISO and National Grid (the managing member
of the transmission  company formed by the Alliance  companies) and approved the
rate design and the revenue  distribution  methodology  proposed by the Alliance
companies.  However,  the FERC denied a request by the  Alliance  companies  and
National Grid to purchase  certain  services from the Midwest ISO at incremental
cost rather than  Midwest  ISO's full tariff  rates.  The FERC also  ordered the
Midwest ISO to return the exit fee paid by us and  AmerenUE to leave the Midwest
ISO,  provided we and AmerenUE  return to the Midwest ISO and agree to pay their
proportional  share of the  startup  and  ongoing  operational  expenses  of the
Midwest ISO.  Moreover,  the FERC required the Alliance  companies to select the
RTO in which they will participate within thirty days of the order.

     Since the April 2002 FERC order, we and AmerenUE have made filings with the
FERC  indicating  that  we  would  return  to  the  Midwest  ISO  through  a new
independent transmission company,  GridAmerica LLC, that was agreed to be formed
by us and AmerenUE,  along with  subsidiaries  of  FirstEnergy  Corporation  and
NiSource  Inc.  If the FERC  approves  the  definitive  agreements  establishing
GridAmerica,  a subsidiary of National Grid will serve as the managing member of
GridAmerica and will manage the  transmission  assets of the three companies and
participate  in the Midwest ISO on behalf of  GridAmerica.  Other  Alliance  RTO
companies  announced their intentions to join the PJM  Interconnection LLC (PJM)
RTO.  On July 25,  2002,  the  Ameren  companies  filed a  motion  with the FERC
requesting  that it  condition  the  approval of the  choices of other  Illinois
utilities to join the PJM RTO on Midwest ISO and PJM entering  into an agreement
addressing important  reliability and rate-barrier issues. On July 31, 2002, the
FERC issued an order  accepting the formation of  GridAmerica  as an independent
transmission company under the Midwest ISO subject to further compliance filings
ordered by the FERC. The FERC also issued an order  accepting the elections made
by the other  Illinois  utilities to join the PJM RTO on the  condition  PJM and
Midwest  ISO  immediately  begin  a  process  to  address  the  reliability  and
rate-barrier  issues  raised by us and other  market  participants  in  previous
filings.

     Until the  reliability and  rate-barrier  issues are resolved as ordered by
the FERC,  and the tariffs  and other  material  terms of the Ameren  companies'
participation  in GridAmerica,  and  GridAmerica's  participation in the Midwest
ISO, are finalized  and approved by the FERC,  we are unable to predict  whether
the Ameren companies will in fact become a member of GridAmerica or Midwest ISO,
or the  impact  that  on-going  RTO  developments  will  have  on our  financial
condition, results of operation or liquidity.

     On July 31, 2002,  the FERC issued its  standard  market  design  notice of
proposed rulemaking (NOPR). The NOPR proposes a number of changes to the way the
current  wholesale   transmission  service  and  energy  markets  are  operated.
Specifically,  the NOPR calls for all jurisdictional  transmission facilities to
be placed under the control of an independent  transmission provider (similar to
an RTO), proposes a new transmission  service tariff that provides a single form
of  transmission  service  for all users of the  transmission  system  including
bundled retail load, and proposes a new energy market and congestion  management
system that uses  locational  marginal  pricing as its basis.  We are  currently
evaluating  the NOPR and its possible  impact on  operations  and expect to file
comments  on the NOPR with the FERC in  November  2002.  Until the FERC issues a
final rule,  management  is unable to predict the ultimate  impact on our future
financial position, results of operations or liquidity.

                                       8
<PAGE>


NOTE 3 - Related Party Transactions

     We  have  transactions  in  the  normal  course  of  business  with  Ameren
Corporation,  our  parent  company,  and  Ameren's  other  subsidiaries.   These
transactions  are primarily  comprised of power  purchases and sales,  including
power purchases  derived under an electric power supply agreement between us and
Marketing  Company,  and other services received or rendered.  An electric power
supply  agreement  was entered  into  between  AmerenEnergy  Generating  Company
(Generating Company) and its non-regulated  affiliate,  Marketing Company,  both
wholly-owned subsidiaries of AmerenEnergy Resources Company (Resources Company).
Subsequently,  Marketing  Company entered into a separate power supply agreement
with our  company  to supply  us  sufficient  energy  and  capacity  to meet our
obligations  as a  public  utility  through  December  31,  2004  (Power  Supply
Agreement). As a result of the extension through January 1, 2007 of the electric
rate freeze  related to the  Illinois  Law, we expect to seek to renew or extend
the Power Supply  Agreement  through the same period.  A renewal or extension of
the  Power  Supply   Agreement  will  depend  on  compliance   with   regulatory
requirements  in effect at the time,  and we cannot  predict  whether we will be
successful  in securing a renewal or extension of this  agreement.  A portion of
the capacity and energy supplied by Generating Company to Marketing Company will
be resold to us for resale to our native load  customers  at rates  specified by
the ICC, which approximate the historical regulatory rates for generation, or to
retail  customers  allowed  choice of an  electric  supplier  under state law at
market-based  prices.  Through the Power Supply  Agreement,  we  purchased  $111
million of power for the three  months  ended  September  30,  2002 (2001 - $117
million) and $304 million for the nine months ended  September  30, 2002 (2001 -
$318 million).

     Intercompany  power  purchases  under the Power Supply  Agreement  and from
Electric Energy,  Inc., an affiliate,  totaled $117 million for the three months
ended  September  30, 2002 (2001 - $123  million)  and $323 million for the nine
months ended September 30, 2002 (2001 - $336 million).  Intercompany power sales
to Marketing Company totaled $6 million for the three months ended September 30,
2002 (2001 - $6 million) and $19 million for the nine months ended September 30,
2002 (2001 - $18 million).

     We have the ability to borrow from Ameren or AmerenUE,  through a regulated
money pool agreement.  Ameren Services, an affiliate,  administers the regulated
money pool and tracks internal and external funds separately. Internal funds are
surplus  funds  contributed  to the money pool from  participants.  The  primary
source of external funds for the regulated  money pool at September 30, 2002 was
AmerenUE's commercial paper program,  which was backed by bank credit agreements
totaling $430 million and credit agreements totaling $400 million at Ameren. The
total amount  available to us at any given time from the regulated money pool is
reduced by the amount of  borrowings  by our  affiliates  but  increased  to the
extent  Ameren,   AmerenUE  or  Ameren  Services  have  surplus  funds  and  the
availability of other external borrowing  sources.  The availability of funds is
also  determined by funding  requirements  and limits  established by the Public
Utility  Holding Company Act of 1935.  AmerenCIPS,  AmerenUE and Ameren Services
rely  on the  regulated  money  pool  to  coordinate  and  provide  for  certain
short-term cash and working  capital  requirements.  Borrowers  receiving a loan
under the regulated money pool agreement must repay the principal amount of such
loan, together with accrued interest. Interest is calculated at varying rates of
interest  depending on the  composition  of internal  and external  funds in the
regulated money pool. The average interest rate for the regulated money pool for
the three  months  ended  September  30, 2002 was 1.73% (2001 - 3.67%) and 1.75%
(2001 - 4.51%) for the nine months ended  September  30, 2002.  At September 30,
2002, we had the ability to borrow up to $886  million,  all of which was unused
and available,  in addition to cash balances at Ameren Corporation,  through the
regulated  money pool. At September 30, 2002, we had $39 million in intercompany
receivables  outstanding (December 31, 2001 - $24 million) through the regulated
money pool.

     In July 2002,  Ameren  Corporation  entered into new credit  agreements for
$400 million in revolving  credit  facilities  to be used for general  corporate
purposes,  including  support of  commercial  paper  programs.  These new credit
facilities  support our ability to borrow through the regulated  money pool. The
$400 million in new facilities  includes a $270 million 364-day revolving credit
facility  and a $130  million  3-year  revolving  credit  facility.  The  3-year
facility  has a $50  million  sub-limit  for the  issuance of letters of credit.
These new credit  facilities  replaced  AmerenUE's $300 million revolving credit
facility.  At September 30, 2002, all of such borrowing capacity under these new
facilities was available.

     Our financial  agreements  include customary default  provisions that could
impact the continued  availability  of credit or result in the  acceleration  of
repayment.  These  events  include  bankruptcy,  defaults

                                       9

<PAGE>

in  payment  of  other  indebtedness,  certain  judgments  that  are not paid or
insured,  or failure to meet or maintain  covenants.  At September  30, 2002, we
were in compliance with these provisions.

     Support  services  provided by Ameren Services,  including wages,  employee
benefits and professional  services, are based on actual costs incurred. For the
three months ended  September 30, 2002,  Other  Operating  Expenses  provided by
Ameren  Services  totaled $15 million (2001 - $13 million).  For the nine months
ended September 30, 2002, Other Operating  Expenses  provided by Ameren Services
totaled $46 million (2001 - $41 million).

     As of  September  30,  2002,  intercompany  receivables  included  in Other
Accounts and Notes Receivable were  approximately $52 million (December 31, 2001
- $38 million).  As of September  30, 2002,  intercompany  payables  included in
Accounts and Wages Payables totaled approximately $58 million (December 31, 2001
- $87 million).

     We  incurred  a  deferred  intercompany  tax  gain,  which  resulted  in an
additional  deferred tax liability when we transferred  our electric  generating
assets and liabilities at historical net book value to Generating Company in May
2000. An intercompany tax receivable with Generating Company was established for
the deferred tax  liability.  This asset and  liability  will be amortized  over
twenty years. At September 30, 2002, our deferred tax liability and intercompany
tax  receivable was $179 million  (December 31, 2001 - $195 million),  including
the current portion of $13 million (December 31, 2001 - $18 million).

     Our intercompany note receivable from Generating  Company was approximately
$419 million (December 31, 2001 - $462 million) including the current portion of
$46 million  (December  31, 2001 - $43  million) as of September  30, 2002.  Our
intercompany  interest income recorded in Miscellaneous Income was approximately
$8 million (2001 - $9 million) for the three months ended September 30, 2002 and
approximately  $24  million  (2001 - $28  million)  for the  nine  months  ended
September 30, 2002.


NOTE 4 - Miscellaneous, net

     Miscellaneous,  net for the three and nine months ended  September 30, 2002
and 2001 consisted of the following:

--------------------------------------------------------------------------------
                                                   Three Months     Nine Months
--------------------------------------------------------------------------------
                                                    2002   2001    2002    2001
                                                    ----   ----    ----    ----
Miscellaneous income:
   Interest and dividend income                    $  8   $  9    $ 24    $ 28
   Equity in earnings of subsidiary                   -      1       -       2
   Other                                              -      3       1       3
--------------------------------------------------------------------------------
Total miscellaneous income                         $  8   $ 13    $ 25    $ 33
--------------------------------------------------------------------------------

Miscellaneous expense:
   Other                                           $  -   $ (1)   $ (1)   $ (1)
--------------------------------------------------------------------------------
Total miscellaneous expense                        $  -   $ (1)   $ (1)   $ (1)
--------------------------------------------------------------------------------

                                       10

<PAGE>
<TABLE>
<CAPTION>


NOTE 5 - Segment Information

     Segment  information for the three and nine months ended September 30, 2002
and 2001 was as follows:

---------------------------------------------------------------------
                                           Electric    Gas    Total
---------------------------------------------------------------------
Three months ended September 30, 2002:
---------------------------------------------------------------------
<S>                                        <C>      <C>      <C>
Revenues                                    $ 209    $  15    $ 224
Operating income                               28       (1)      27
---------------------------------------------------------------------
---------------------------------------------------------------------
Three months ended September 30, 2001:
---------------------------------------------------------------------
Revenues                                    $ 210    $  19    $ 229
Operating income                               25       (1)      24
---------------------------------------------------------------------
---------------------------------------------------------------------
Nine months ended September 30, 2002:
---------------------------------------------------------------------
Revenues                                    $ 520    $ 106    $ 626
Operating income                               38        3       41
---------------------------------------------------------------------
---------------------------------------------------------------------
Nine months ended September 30, 2001:
---------------------------------------------------------------------
Revenues                                    $ 529    $ 131    $ 660
Operating income                               39        5       44
---------------------------------------------------------------------
</TABLE>

     Ameren  Services,  which provides shared support services to us, Ameren and
other Ameren  subsidiaries,  allocates  administrative  support services to each
segment based on various factors,  such as headcount,  number of customers,  and
total assets.


NOTE 6 - CILCORP Acquisition

     On  April  28,  2002,  Ameren  entered  into  an  agreement  with  The  AES
Corporation  (AES) to purchase  all of the  outstanding  common stock of CILCORP
Inc.  CILCORP is the parent company of Peoria,  Illinois-based  Central Illinois
Light Company, which operates as CILCO. Ameren also agreed to acquire AES Medina
Valley (No. 4), L.L.C.  which indirectly owns a 40 megawatt,  gas-fired electric
generation  plant.  The total  purchase  price is  approximately  $1.4  billion,
subject to adjustment for changes in CILCORP's working capital, and includes the
assumption  of CILCORP  and AES Medina  Valley  debt at  closing,  estimated  at
approximately  $900 million,  with the balance of the purchase  price payable in
cash.  Ameren expects to finance a significant  portion of the cash component of
the purchase price through prior and future issuances of new common equity.

     The purchase  will  include  CILCORP's  regulated  natural gas and electric
businesses  in Illinois  serving  approximately  205,000 and 200,000  customers,
respectively,  of which approximately  150,000 are combination  electric and gas
customers.  CILCO's service territory is contiguous to our service territory. In
addition,  the  purchase  includes  approximately  1,200  megawatts  of  largely
coal-fired generating capacity, most of which is expected to be non-regulated in
2003.

     Upon  completion  of the  acquisition,  expected by March 2003,  CILCO will
become  an  Ameren  subsidiary,  but will  remain a  separate  utility  company,
operating as AmerenCILCO. The transaction is subject to the approval of the ICC,
the FERC, the Securities and Exchange  Commission (SEC) under the Public Utility
Holding Company Act of 1935 (PUHCA), and the Federal Communications  Commission,
as well as the  expiration  of the waiting  period  under the  Hart-Scott-Rodino
Antitrust Improvements Act and other customary closing conditions.  Applications
to all applicable  regulatory  agencies were made and are proceeding through the
approval  process.  On August 30, 2002,  Ameren and AES  received  from the U.S.
Department  of  Justice  (DOJ) a  Request  for  Additional  Information  (Second
Request) under the  Hart-Scott-Rodino Act pertaining to the CILCORP acquisition.
Ameren  intends to respond to the Second  Request by the end of November.  Under
the stock purchase agreement with AES, Ameren is obligated to resolve any issues
raised by the DOJ in  connection  with the  Hart-Scott-Rodino  filing.  Although
issuance of a Second  Request is not unusual for  transactions  of this size, it
does extend the review and waiting period under the

                                       11
<PAGE>

Act.  Ameren does not expect  that this  extension  will impact the  anticipated
transaction  closing  date.  In October 2002,  Ameren  resolved all  outstanding
issues related to the CILCORP acquisition with the ICC Staff and all intervenors
that filed  testimony in the case.  The  principal  issue,  among other  things,
related to the  potential  exercise  of market  power  within the CILCO  service
territory.  To address this issue Ameren has agreed to invest  approximately $23
million by December  31,  2008 to  increase  the power  import  capability  into
CILCO's  service  territory.  The parties  expect to agree upon a draft proposed
Order for  presentation  to the ICC in  November,  which is  expected to issue a
final Order by the end of the year.

     For the nine-month period ended September 30, 2002, CILCORP had revenues of
$579 million,  operating  income of $79 million,  and net income from continuing
operations of $29 million, and as of September 30, 2002 had total assets of $1.9
billion.  For the year ended  December  31,  2001,  CILCORP had revenues of $815
million,  operating  income of $126  million,  and net  income  from  continuing
operations of $28 million,  and as of December 31, 2001 had total assets of $1.8
billion.


NOTE 7 - Subsequent Event

     On November 4, 2002, Ameren  Corporation  announced a voluntary  retirement
program that is being  offered to  approximately  1,000 of its 7,400  employees,
including  employees  providing  support functions to us through Ameren Services
and approximately 110 AmerenCIPS employees. In addition, Ameren announced limits
on its  contribtions  and increased  retiree  contributions  for certain retiree
medical  benefit plans and a freeze on wage increases  beginning in 2003 for all
management employees,  including AmerenCIPS  management employees.  While we and
Ameren  expect to  realize  significant  long-term  savings  as a result of this
program,  we expect to incur a one-time,  after-tax charge in the fourth quarter
of 2002  related to the  voluntary  retirement  program.  That charge for Ameren
could range between $30 million and $50 million,  based on voluntary retirements
ranging between 300 and 500,  respectively.  We expect to be allocated a portion
of this charge,  depending on the amount of  retirements  within  AmerenCIPS and
Ameren Services.  In addition to the voluntary retirement program, we and Ameren
may consider  implementing an involuntary  severance program if it is determined
that additional  positions must be eliminated to achieve optimum  organizational
efficiency and effectiveness. Further, we and Ameren will continue to seek other
ways to reduce staffing over the next year to reduce costs and gain efficiencies
in operations.

                                       12

<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

OVERVIEW

     Central  Illinois  Public Service  Company  operates as AmerenCIPS and is a
wholly-owned  subsidiary of Ameren Corporation (Ameren).  Our principal business
is  the  regulated   transmission   and  distribution  of  electricity  and  the
distribution  of  natural  gas  to  residential,   commercial,  industrial,  and
wholesale users in Illinois.  Ameren is a holding company  registered  under the
Public Utility Holding Company Act of 1935 (PUHCA).  Ameren's principal business
is the  generation,  transmission  and  distribution  of  electricity,  and  the
distribution of natural gas to residential, commercial, industrial and wholesale
users in the  central  United  States.  In addition  to us,  Ameren's  principal
subsidiaries and our affiliates are as follows:

o    Union Electric  Company,  which operates a regulated  electric  generation,
     transmission  and  distribution  business,  and  a  regulated  natural  gas
     distribution business in Missouri and Illinois as AmerenUE.
o    AmerenEnergy  Resources Company (Resources Company),  which consists of non
     rate-regulated  operations.  Subsidiaries include  AmerenEnergy  Generating
     Company  (Generating  Company)  that operates  Ameren's non  rate-regulated
     electric  generation  in  Missouri  and  Illinois,  AmerenEnergy  Marketing
     Company (Marketing Company), which markets power for periods over one year,
     and  AmerenEnergy  Fuels and  Services  Company,  which  procures  fuel and
     manages  the  related  risks for  Ameren-affiliated  companies.  Generating
     Company  supplies  electric  power to  Marketing  Company  which,  in turn,
     supplies  us with  power  under  a power  supply  agreement  (Power  Supply
     Agreement).
o    AmerenEnergy,  Inc.  (AmerenEnergy)  which serves as a power  marketing and
     risk management agent for Ameren- affiliated  companies for transactions of
     primarily less than one year.
o    Electric Energy, Inc. (EEI), which owns and/or operates electric generation
     and transmission  facilities in Illinois. On April 30, 2002, we transferred
     our 20% common stock interest in EEI to Ameren in the form of a dividend of
     common  stock in EEI.  The book  value  of our  investment  in EEI was $1.8
     million. Subsequently, Ameren contributed such stock to Resources Company.
o    Ameren Services  Company (Ameren  Services),  which provides shared support
     services to Ameren and its  subsidiaries,  including us.  Charges are based
     upon the actual costs incurred by Ameren Services, as required by PUHCA.

     You should read the following discussion and analysis in conjunction with:

o    The  financial  statements  and related  notes  included in this  Quarterly
     Report on Form 10-Q.
o    The audited financial statements and related notes that are included in our
     Annual Report on Form 10-K for the year ended December 31, 2001.
o    Management's  Discussion and Analysis of Financial Condition and Results of
     Operations  that is included in our Annual Report on Form 10-K for the year
     ended December 31, 2001.

     When we refer to  AmerenCIPS,  our, we or us, we are  referring  to Central
Illinois  Public  Service  Company.  All tabular dollar amounts are in millions,
unless otherwise indicated.

     Our results of  operations  and  financial  position  are  impacted by many
factors,  including  both  controllable  and  uncontrollable  factors.  Weather,
economic  conditions,  and the  actions  of key  customers  or  competitors  can
significantly impact the demand for our services.  Our results are also impacted
by seasonal  fluctuations caused by winter heating, and summer cooling,  demand.
With  nearly all of our  revenues  subject to  regulation  by various  state and
federal  agencies,  decisions by  regulators  can have a material  impact on the
price we charge for our services.  We  principally  utilize  electric  power and
natural gas in our  operations.  The prices for these  commodities can fluctuate
significantly due to the world economic and political  environment,  weather and
many other  factors.  We do not have a purchased  power  recovery  mechanism  in
Illinois for our electric utility  business,  but we do have a gas cost recovery
mechanism  for our gas  utility  business.  We employ  various  risk  management
strategies  in order to try to reduce our exposure to commodity  risks and other
risks  inherent  in  our  business.  The  reliability  of our  transmission  and
distribution  systems,  and the level of operating and administrative  costs and
capital  investment are key factors that we seek to control in order to optimize
our results of operations, cash flows and financial position.

                                       13

<PAGE>

RESULTS OF OPERATIONS

Summary

     Our net income  decreased to $24 million in the third  quarter of 2002 from
$25  million in the third  quarter  of 2001.  Our net  income  decreased  to $34
million for the first nine months ended  September  30, 2002 from $46 million in
the same period of 2001.  The decrease in both periods was primarily due to less
intercompany interest received on the Generating Company subordinated promissory
note as a result of a lower amount outstanding,  and no earnings from EEI in the
third  quarter of 2002 because of the  transfer of our common stock  interest in
EEI,  which  resulted in lower other income and  deductions  (third quarter - $3
million, net of taxes;  year-to-date - $5 million, net of taxes).  Additionally,
the  decrease  in the  nine-month  period was  attributable  to higher  employee
benefit  and  tree-trimming  costs that  resulted  in  increased  operating  and
maintenance  expenses (year to date - $5 million, net of taxes). The decrease in
the  three-month  period was  slightly  offset by reduced  injuries  and damages
expenses  based on 2002  claims  experience  that  resulted  in lower  operating
expenses (third quarter - $1 million, net of taxes).

Recent Developments

2003 Outlook and Voluntary Retirement Plan

     See  "Liquidity  and  Capital  Resources  - Outlook"  for a  discussion  of
expected  challenges  to net income in 2003 and  beyond,  along with a voluntary
retirement  plan that was offered to  approximately  1,000  Ameren  employees in
early November 2002 and is expected to result in a fourth quarter 2002 after-tax
charge to Ameren of between $30 million and $50 million.

CILCORP Acquisition

     On  April  28,  2002,  Ameren  entered  into  an  agreement  with  The  AES
Corporation  (AES) to purchase  all of the  outstanding  common stock of CILCORP
Inc.  CILCORP is the parent company of Peoria,  Illinois-based  Central Illinois
Light Company, which operates as CILCO. Ameren also agreed to acquire AES Medina
Valley (No. 4), L.L.C.  which indirectly owns a 40 megawatt,  gas-fired electric
generation  plant.  The total  purchase  price is  approximately  $1.4  billion,
subject to adjustment for changes in CILCORP's working capital, and includes the
assumption  of CILCORP  and AES Medina  Valley  debt at  closing,  estimated  at
approximately  $900 million,  with the balance of the purchase  price payable in
cash.  Ameren expects to finance a significant  portion of the cash component of
the purchase price through prior and future issuances of new common equity.

     The purchase  will  include  CILCORP's  regulated  natural gas and electric
businesses  in Illinois  serving  approximately  205,000 and 200,000  customers,
respectively,  of which approximately  150,000 are combination  electric and gas
customers.  CILCO's service territory is contiguous to our service territory. In
addition,  the  purchase  includes  approximately  1,200  megawatts  of  largely
coal-fired generating capacity, most of which is expected to be non-regulated in
2003.

     Upon  completion  of the  acquisition,  expected by March 2003,  CILCO will
become  an  Ameren  subsidiary,  but will  remain a  separate  utility  company,
operating  as  AmerenCILCO.  The  transaction  is subject to the approval of the
Illinois Commerce  Commission  (ICC), the Federal Energy  Regulatory  Commission
(FERC),  the  Securities  and Exchange  Commission  (SEC) under  PUHCA,  and the
Federal  Communications  Commission,  as well as the  expiration  of the waiting
period  under  the  Hart-Scott-Rodino   Antitrust  Improvements  Act  and  other
customary closing conditions. Applications to all applicable regulatory agencies
were made and are proceeding  through the approval process.  On August 30, 2002,
Ameren and AES received from the U.S.  Department of Justice (DOJ) a Request for
Additional   Information  (Second  Request)  under  the   Hart-Scott-Rodino  Act
pertaining to the CILCORP  acquisition.  Ameren intends to respond to the Second
Request by the end of November.  Under the stock  purchase  agreement  with AES,
Ameren is obligated to resolve any issues raised by the DOJ in  connection  with
the  Hart-Scott-Rodino  filing.  Although  issuance  of a Second  Request is not
unusual  for  transactions  of this size,  it does extend the review and waiting
period under the Act. Ameren does not expect that this extension will impact the
anticipated  transaction  closing  date. In October  2002,  Ameren resolved  all
outstanding issues related to the CILCORP acquisition with the ICC Staff and all
intervenors that filed testimony in the case. The principal  issue,  among other
things,  related to the  potential  exercise of market  power  within the  CILCO
service

                                       14
<PAGE>

territory.  To address  this issue  Ameren  agreed to invest  approximately  $23
million by December  31,  2008 to  increase  the power  import  capability  into
CILCO's  service  territory.  The parties  expect to agree upon a draft proposed
Order for  presentation  to the ICC in  November,  which is  expected to issue a
final Order by the end of the year.

     For the nine-month period ended September 30, 2002, CILCORP had revenues of
$579 million,  operating  income of $79 million,  and net income from continuing
operations of $29 million, and as of September 30, 2002 had total assets of $1.9
billion.  For the year ended  December  31,  2001,  CILCORP had revenues of $815
million,  operating  income of $126  million,  and net  income  from  continuing
operations of $28 million,  and as of December 31, 2001 had total assets of $1.8
billion.

     In April 2002, as a result of  AmerenUE's then pending  Missouri  electric
earnings  complaint case and the CILCORP  transaction and related  assumption of
debt, credit rating agencies placed Ameren  Corporation's debt under review for
possible  downgrade  or  negative  credit  watch.  Standard & Poor's  placed the
ratings of our debt and AmerenUE's debt on negative credit watch and placed the
ratings of Generating Company's debt on positive credit watch. However, Standard
& Poor's  stated it  expected  the  corporate  credit  ratings of Ameren and its
subsidiaries  to be in the  "A"  rating  category  following  completion  of the
acquisition. Moody's Investor Service stated it envisioned a one notch downgrade
of Ameren's issuer, senior unsecured debt and commercial paper ratings. Ameren's
corporate  credit  rating is "A+" at Standard & Poor's and its issuer  rating is
"A2" at Moody's,  while AmerenCIPS'  corporate credit rating is A+ at Standard &
Poor's and our issuer rating is A2 at Moody's.  In July 2002,  AmerenUE  settled
its electric earnings  complaint case. Neither Standard & Poor's nor Moody's has
changed  the  assignment  of negative or  positive  watch,  review for  possible
downgrade  or  negative  outlook  to any of the  ratings  nor have  the  ratings
themselves  changed.  Subsequent  to the  settlement  of the  Missouri  electric
earnings  complaint case, Fitch Ratings reduced  AmerenUE's ratings by one notch
(from "AA" to "AA-" in the case of its first  mortgage  bonds) and  changed  the
outlook  assigned to  AmerenUE's  ratings from  negative to stable.  Any adverse
change in the  Ameren  companies'  ratings  may reduce  their  access to capital
and/or  increase  the costs of  borrowings  resulting  in a  negative  impact on
earnings.  A  credit  rating  is not a  recommendation  to  buy,  sell  or  hold
securities and should be evaluated  independently  of any other rating.  Ratings
are  subject to  revision  or  withdrawal  at any time by the  assigning  rating
organization.

 Electric Operations

     The following table represents the favorable  (unfavorable)  variations for
the three and nine months ended  September 30, 2002 from the comparable  periods
in 2001.

--------------------------------------------------------------------------------
                                                    Three Months   Nine Months
--------------------------------------------------------------------------------
Operating Revenues:
Effect of abnormal weather (estimate)                 $  7           $  8
Growth and other (estimate)                             (9)           (15)
Wholesale sales                                          1              -
Interchange sales                                        -             (2)
--------------------------------------------------------------------------------
                                                      $ (1)          $ (9)

Purchased Power:                                      $  6           $ 13
--------------------------------------------------------------------------------
Change in electric margin                             $  5           $  4
--------------------------------------------------------------------------------

     Electric margins  increased $5 million for the three months ended September
30, 2002 and $4 million for the nine months ended September 30, 2002 compared to
the same year-ago periods primarily due to more favorable weather conditions and
decreased  purchased power costs attributable to lower energy prices and reduced
native load  demand  stemming  from lower  industrial  sales.  Weather-sensitive
residential  sales  increased  11% in the third quarter and 5% in the first nine
months of 2002 as compared to 2001.  Partially  offsetting the favorable weather
was lower  industrial sales that declined 12% in the third quarter and 9% in the
first nine  months of 2002 as  compared  to 2001,  due to the impact of the soft
economy  and  certain  industrial  customers  electing  to switch  their  energy
supplier to our affiliate, Marketing Company.

     The  above  interchange   revenues  and  purchased  power  amounts  include
transactions with our affiliates.  See Note 3 - "Related Party  Transactions" to
our financial statements.


                                       15
<PAGE>


Gas Operations

     Our gas  margins  decreased  $1  million  in the third  quarter  of 2002 as
compared to the same year-ago quarter with a $4 million decrease in gas revenues
resulting  from a  decline  in  sales,  partially  offset  by  lower  gas  costs
attributable  to lower natural gas prices and lower  purchases.  Our gas margins
increased  $1 million in the first nine  months of 2002 as  compared to the same
prior year period due to a $25 million  decrease in gas revenues offset by a $26
million decrease in gas costs. For the first nine months of 2002,  warmer winter
weather and lower gas costs recovered  through a purchased gas adjustment clause
reduced  gas  revenues.  The  decrease in gas costs for the first nine months of
2002 was attributable to lower natural gas prices and lower purchases due to the
mild winter weather.

Other Operating Expenses

     Operating  Expenses - Operations - Other  decreased $2 million in the third
quarter and increased $3 million in the first nine months of 2002 as compared to
the same year-ago periods.  The three-month and nine-month periods were impacted
by increases in employee benefits costs related to the investment performance of
pension  plan  assets  and  increasing  healthcare  costs  in 2002,  which  were
partially  offset by decreases in injuries and damages  expenses based on claims
experience in 2002. However,  for the nine-month period the increase in employee
benefit  costs more than offset the lower  injuries  and damages  expenses.  See
"Liquidity  and Capital  Resources - Outlook"  and Item 3.  "Equity  Price Risk"
below  for a  discussion  of our  expectations  and  plans  regarding  trends in
employee benefit costs.

     Ameren Services provided services to us, including wages, employee benefits
and professional  services,  that were included in Other Operating Expenses. See
Note 3 - "Related Party Transactions" to our financial statements.

     Maintenance  expenses  were  flat in the third  quarter  and  increased  $5
million in the first nine months of 2002 compared to the same year-ago  periods.
The  increase  in  maintenance  expense  in the  first  nine  months of 2002 was
primarily due to higher tree-trimming expenses, which were accelerated, in part,
to take advantage of the mild weather  during the year,  and increased  expenses
due to storm repairs in the second quarter.

     Income  tax  expense  increased  $1  million  in the third  quarter of 2002
compared to the same year-ago  period  primarily  due to higher  pretax  income.
Income  tax  expense  decreased  $6  million  in the first  nine  months of 2002
compared to the same year-ago period primarily due to lower pre-tax income.

     Other tax  expense  remained  flat in the third  quarter and  increased  $3
million in the first nine months of 2002 compared to the same year-ago  periods.
Other tax expense  increased in the first nine months of 2002  primarily  due to
adjustments related to revised property tax assessments in the prior year.

Other Income and Deductions

     Other income and deductions  (excluding  income taxes) decreased $4 million
in the third  quarter of 2002 and $8  million in the first nine  months of 2002,
compared  to the  same  year-ago  periods,  primarily  due to less  intercompany
interest received on the Generating  Company  subordinated  promissory note as a
result of a lower amount outstanding.  In addition,  lower earnings from EEI due
to the transfer of our 20% common stock interest in EEI to Resources  Company on
April  30,  2002  decreased   other  income  and   deductions.   See  Note  4  -
"Miscellaneous, net" to our financial statements.


LIQUIDITY AND CAPITAL RESOURCES

Operating

     Our cash flows  provided by operating  activities  decreased $10 million to
$71 million for the nine months ended  September  30, 2002  compared to the same
year-ago period. Cash flows from operating activities decreased primarily due to
a decrease in net income,  an increase in intercompany  money pool  receivables,
and  reduced  payables  resulting  from lower  amounts of power  purchased  from
Marketing Company.

                                       16

<PAGE>


     Our tariff-based  gross margins continue to be our principal source of cash
from operating  activities.  Our diversified retail customer mix of residential,
commercial  and  industrial  classes  and a  commodity  mix of gas and  electric
service  provide  a  reasonably  predictable  source of cash  flows.  We plan to
utilize short-term debt to support normal operations and other temporary capital
requirements.  We are  authorized  by the  SEC  under  PUHCA  to have up to $250
million of short-term  unsecured debt  instruments  outstanding at any one time.
Short-term  borrowings  consist of commercial  paper with  maturities  generally
within 1 to 45 days.

     At September 30, 2002, we had  committed  bank lines of credit  aggregating
$15 million,  all of which were unused and  available at such date.  These lines
make  available  interim  financing at various rates of interest based on LIBOR,
the bank  certificate of deposit rate or other options.  The lines of credit are
renewable  annually at various dates  throughout  the year. We expect to replace
these lines of credit prior to their maturity. At September 30, 2002, we had the
ability to borrow up to approximately  $886 million from Ameren or AmerenUE,  in
addition to cash balances at Ameren Corporation,  through a regulated money pool
agreement.  For the nine months ended  September 30, 2002, we had no outstanding
short-term  borrowings.  See  Note  3 -  "Related  Party  Transactions"  to  our
financial statements.

     In July 2002,  Ameren  Corporation  entered into new credit  agreements for
$400 million in revolving  credit  facilities  to be used for general  corporate
purposes,  including  support of  commercial  paper  programs,  all of which was
available as of  September  30, 2002.  These new credit  facilities  support our
ability to borrow  through the  regulated  money pool.  The $400  million in new
facilities  includes a $270 million 364-day revolving credit facility and a $130
million 3-year revolving credit facility.  The 3-year facility has a $50 million
sub-limit  for the  issuance of letters of credit.  These new credit  facilities
replaced  AmerenUE's $300 million revolving credit facility that was in place as
of June 30, 2002.

     Our financial  agreements  include customary default  provisions that could
impact the continued  availability  of credit or result in the  acceleration  of
repayment.  These  events  include  bankruptcy,  defaults  in  payment  of other
indebtedness, certain judgments that are not paid or insured, or failure to meet
or maintain  covenants.  At September 30, 2002, we were in compliance with these
provisions.

     At September  30, 2002,  we did not have any  off-balance  sheet  financing
arrangements.

     Ameren Corporation made cash contributions totaling $15 million to Ameren's
defined  benefit  retirement  plans during the third quarter of 2002, and Ameren
expects  to  make   additional   cash   contributions   to  the  plans  totaling
approximately  $15 million in the fourth  quarter of 2002. Our share of the cash
contribution made in the third quarter of 2002 was approximately $2 million, and
we expect  our  share of the cash  contribution  that may be made in the  fourth
quarter of 2002 will be approximately  $2 million.  Future funding plans will be
evaluated at the end of 2002.  Based on the  performance  of plan assets through
September 30, 2002, Ameren expects to be required under the Employee  Retirement
Income  Security Act of 1974 to fund $25 million to $50 million in 2004 and $150
million to $200 million in 2005 in order to maintain minimum funding levels.  We
expect our share of the funding to be $3 million to $5 million,  and $16 million
and $21  million  for 2004 and 2005,  respectively,  plus our share  related  to
employees of our affiliate, Ameren Services. These amounts are estimates and may
change based on actual stock market performance,  changes in interest rates, any
plan  funding in 2002 or 2003 and  finalization  of  actuarial  assumptions.  In
addition,  we expect at December  31,  2002,  to be required to record a minimum
pension   liability  that  would  result  in  a  charge  to  Accumulated   Other
Comprehensive Income (OCI) in stockholder's  equity. The amount of the charge is
expected  to  result  in a less  than one  percent  change  in our debt to total
capitalization ratios.

Investing

     Our net cash provided by investing  activities  was $2 million in the first
nine months of 2002 (2001 - $6 million) representing an increase in construction
expenditures  for  various  distribution  line  upgrades,  partially  offset  by
increased receipts on our intercompany note receivable from Generating  Company.
Capital  expenditures  are  expected  to  approximate  $17 million in the fourth
quarter of 2002.

Financing

     Our net cash flows used in financing  activities totaled $83 million in the
first nine months of 2002 compared to $92 million in the same  year-ago  period.
Our principal  financing  activities  for the first nine months of 2002 included
the payment of dividends  and the  redemption of long-term  debt.  Our principal


                                       17
<PAGE>


financing activities for the first nine months of 2001 included the repayment of
intercompany money pool borrowings and the issuance of long-term debt.

Outlook

     We  currently  believe  there will be  challenges  to  earnings in 2003 and
beyond due to continued weak energy  markets,  a soft economy,  higher  employee
benefit costs and escalating  insurance and security costs associated with world
events.  These  industry-wide  trends,  coupled  with an assumed  return to more
normal  weather  patterns,  are expected to put pressure on earnings in 2003 and
beyond.  As we complete our analysis of these  challenges as part of our overall
budget process,  we will be evaluating  several  initiatives to enhance revenues
and reduce costs for 2003 and beyond.  These  initiatives may include any or all
of the following:

     o    Actively managing employee headcount
     o    Modifying employee benefit plans
     o    Assessing the necessity of certain business support functions
     o    Reviewing capital expenditure plans
     o    Other initiatives

     On November 4, 2002, Ameren  Corporation  announced a voluntary  retirement
program that is being  offered to  approximately  1,000 of its 7,400  employees,
including  employees  providing  support functions to us through Ameren Services
and approximately 110 AmerenCIPS employees. In addition, Ameren announced limits
on its  contributions  and increased  retiree  contributions for certain retiree
medical  benefit plans and a freeze on wage increases  beginning in 2003 for all
management employees,  including AmerenCIPS  management employees.  While we and
Ameren  expect to  realize  significant  long-term  savings  as a result of this
program,  we expect to incur a one-time,  after-tax charge in the fourth quarter
of 2002 related to the program.  That charge for Ameren could range  between $30
million and $50 million,  based on voluntary retirements ranging between 300 and
500, respectively. We expect to be allocated a portion of this charge, depending
on the amount of retirements within AmerenCIPS and Ameren Services.  In addition
to the voluntary retirement program, we and Ameren may consider  implementing an
involuntary severance program if it is determined that additional positions must
be eliminated to achieve optimum  organizational  efficiency and  effectiveness.
Further,  we and Ameren will continue to seek other ways to reduce staffing over
the next year to reduce costs and gain efficiencies in operations.

     In the  ordinary  course of business,  we evaluate  several  strategies  to
enhance our financial  position,  earnings and liquidity.  These  strategies may
include potential acquisitions,  divestitures,  opportunities to reduce costs or
increase  revenues,  and  other  strategic  initiatives  in  order  to  increase
shareholder  value. We are unable to predict which, if any, of these initiatives
will be executed, as well as the impact these initiatives may have on our future
financial position, results of operations or liquidity.

Electric Industry Restructuring and Regulatory Matters

Illinois

     See Note 2 - "Rate and Regulatory Matters" to our financial statements.

 Federal - Electric Transmission

     See Note 2 - "Rate and Regulatory Matters" to our financial statements.


ACCOUNTING MATTERS

Critical Accounting Policies

     Preparation  of  the  financial   statements  and  related  disclosures  in
compliance  with  generally   accepted   accounting   principles   requires  the
application of appropriate  technical accounting rules and guidance,  as well as
the use of estimates.  Our  application  of these  policies  involves  judgments
regarding many factors, which, in and of themselves, could materially impact the
financial  statements  and  disclosures.  A future change in the  assumptions or
judgments applied in determining the following matters, among others, could

                                       18

<PAGE>

have a material impact on future financial results.  In the table below, we have
outlined  those  accounting   policies  that  we  believe  are  most  difficult,
subjective or complex:

<TABLE>
<CAPTION>

Accounting Policy                               Uncertainties Affecting Application
-----------------                               -----------------------------------

Regulatory Mechanisms & Cost Recovery
  <S>                                           <C> <C>
                                                 o   Regulatory environment, external regulatory
   We defer costs as regulatory assets               decisions and requirements
   in accordance with SFAS 71 and make           o   Anticipated future regulatory decisions and their
   investments that we assume we will be able        impact
   to collect in future rates.                   o   Impact of deregulation and competition on
                                                     ratemaking process and ability to recover costs
</TABLE>
   Basis for Judgment
   We determine that costs are recoverable  based on previous rulings by state
   regulatory  authorities in jurisdictions  where we operate or other factors
   that lead us to believe that cost recovery is probable.
<TABLE>
<CAPTION>

Environmental Costs
  <S>                                           <C> <C>
                                                 o   Extent of contamination
   We accrue for all known environmental         o   Responsible party determination
   contamination, where remediation can be       o   Approved methods for cleanup
   reasonably estimated, but some of our         o   Present and future legislation and governmental
   operations have existed for over 100 years        regulations and standards
   and previous contamination may be             o   Results of ongoing research and development
   unknown to us.                                    regarding environmental impacts
</TABLE>

   Basis for Judgment
   We determine the proper amounts to accrue for  environmental  contamination
   based on  internal  and third  party  estimates  of  clean-up  costs in the
   context  of  current   remediation   regulation   standards  and  available
   technology.
<TABLE>
<CAPTION>

Unbilled Revenue
  <S>                                           <C><C>
   At the end of each period, we estimate        o  Projecting customer energy usage
   based on expected usage, the amount of        o  Estimating impacts of weather and other usage-
   revenue to record for services that have been    affecting factors for the unbilled period
   provided to customers, but not billed. This
   period can be up to one month.
</TABLE>

   Basis for Judgment
   We determine  the proper  amount of unbilled  revenue to accrue each period
   based on the  volume of energy  delivered  as valued by a model of  billing
   cycles and  historical  usage  rates and growth by  customer  class for our
   service  area,  as adjusted for the modeled  impact of seasonal and weather
   variations based on historical results.
<TABLE>
<CAPTION>

Benefit Plan Accounting
  <S>                                           <C> <C>
   Based on actuarial calculations, we accrue    o  Future rate of return on pension and other plan assets
   costs of providing future employee benefits   o  Interest rates used in valuing benefit obligations
   in accordance with SFAS 87, 106, and 112.     o  Healthcare costs trend rates
   See Note 9 to our financial statements for
   the year ended December 31, 2001.
</TABLE>

   Basis for Judgment
   We  utilize  a third  party  consultant  to  assist  us in  evaluating  and
   recording  the proper  amount for future  employee  benefits.  Our ultimate
   selection of the discount rate,  healthcare trend rate and expected rate of
   return on  pension  assets is based on our  review  of  available  current,
   historical and projected rates, as applicable.

                                       19
<PAGE>


Impact of Future Accounting Pronouncements

     See Note 1 - "Summary of Significant  Accounting Policies" to our financial
statements.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

     Market risk  represents the risk of changes in value of a physical asset or
a financial instrument, derivative or non-derivative,  caused by fluctuations in
market  variables  (e.g.,  interest rates,  etc.).  The following  discussion of
Ameren's,   including  our  company's,   risk  management   activities  includes
"forward-looking"  statements  that  involve  risks  and  uncertainties.  Actual
results could differ  materially from those  projected in the  "forward-looking"
statements. Ameren manages market risks in accordance with established policies,
which may include entering into various derivative  transactions.  In the normal
course of  business,  Ameren  and our  company  also face  risks that are either
non-financial or  non-quantifiable.  Such risks  principally  include  business,
legal and operational risk and are not represented in the following analysis.

     Ameren's risk management  objective is to optimize its physical  generating
assets within prudent risk  parameters.  Risk  management  policies are set by a
Risk Management  Steering  Committee,  which is comprised of senior-level Ameren
officers.

Interest Rate Risk

     We are exposed to market risk through changes in interest rates  associated
with the  issuance  of both  long-term  and  short-term  variable-rate  debt and
fixed-rate debt, commercial paper and auction-rate  long-term debt and preferred
stock.  We manage our interest rate exposure by controlling  the amount of these
instruments we hold within our total capitalization  portfolio and by monitoring
the effects of market changes in interest rates.

     Utilizing our debt  outstanding  at September  30, 2002, if interest  rates
increased by 1%, our annual interest  expense would increase by $0.3 million and
net income  would  decrease by $0.3  million.  The model does not  consider  the
effects of the reduced level of potential  overall economic  activity that would
exist in such an environment.  In the event of a significant  change in interest
rates,  management would likely take actions to further mitigate our exposure to
this market risk.  However,  due to the uncertainty of the specific actions that
would be taken and their possible effects,  the sensitivity  analysis assumes no
change in our financial structure.

Equity Price Risk

     We, along with other  subsidiaries of Ameren, are a participant in Ameren's
defined benefit plans and  postretirement  benefit plans and are responsible for
our   proportional   share  of  the   costs.   Ameren's   costs   of   providing
non-contributory defined benefit retirement and postretirement benefit plans are
dependent upon a number of factors,  such as the rates of return on plan assets,
discount rate, the rate of increase in health care costs and contributions  made
to the plans.  The market  value of Ameren's  plan  assets has been  affected by
declines  in the  equity  market  since  2001  and  2000  for  the  pension  and
postretirement  plans.  As a  result,  at  December  31,  2002  Ameren  and  its
subsidiaries, including AmerenCIPS, could be required to recognize an additional
minimum pension liability as prescribed by SFAS No. 87,  "Employers'  Accounting
for  Pensions"  and SFAS No. 132,  "Employers'  Disclosures  about  Pensions and
Postretirement  Benefits." The liability would be recorded as a reduction to OCI
and would not  affect net income  for 2002.  The  amount of the  liability  will
depend upon asset returns  experienced  in 2002,  changes in interest  rates and
Ameren's contributions to the plans during 2002. The liability recorded and cash
contributions  to the  plans  could  be  material  in  future  years  without  a
substantial  recovery  in equity  markets.  If the fair value of the plan assets
were to grow and exceed the accumulated  benefit obligations in the future, then
the recorded liability would be reduced and a corresponding  amount of OCI would
be  restored in the  Balance  Sheet.  See  "Liquidity  and  Capital  Resources -
Operating"  and Note 1 - "Summary of  Significant  Accounting  Policies"  to our
financial statements.


                                       20

<PAGE>

ITEM 4.  Controls and Procedures

     Within the 90 days  prior to the date of this  report,  we  carried  out an
evaluation,  under the  supervision  and with  participation  of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as
amended.  Based upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures are
effective  in  timely  alerting  them  to  material   information   relating  to
AmerenCIPS, which is required to be included in our periodic SEC filings.

     There have been no significant changes in our internal controls or in other
factors which could  significantly  affect internal  controls  subsequent to the
date we carried out our evaluation.


SAFE HARBOR STATEMENT

     Statements made in this report which are not based on historical  facts are
"forward-looking"  and, accordingly,  involve risks and uncertainties that could
cause actual results to differ  materially from those  discussed.  Although such
"forward-looking"  statements  have  been  made in good  faith  and are based on
reasonable assumptions,  there is no assurance that the expected results will be
achieved.  These statements include (without limitation) statements as to future
expectations,  beliefs, plans, strategies,  objectives,  events,  conditions and
financial  performance.  In connection with the "safe harbor"  provisions of the
Private  Securities  Litigation  Reform  Act  of  1995,  we are  providing  this
cautionary  statement  to identify  important  factors  that could cause  actual
results to differ materially from those anticipated.  The following factors,  in
addition to those discussed elsewhere in this report and in the Annual Report on
Form 10-K for the year ended  December 31, 2001,  and in  subsequent  securities
filings,  could cause results to differ materially from management  expectations
as suggested by such "forward-looking" statements:

o    the effects of the  stipulation  and  agreement  relating  to the  AmerenUE
     Missouri  electric  excess  earnings  complaint  case and other  regulatory
     actions, including changes in regulatory policy;
o    changes in laws and other  governmental  actions,  including  monetary  and
     fiscal policies;
o    the impact on us of current  regulations  related  to the  opportunity  for
     customers to choose alternative energy suppliers in Illinois;
o    the  effects of  increased  competition  in the future due to,  among other
     things,  deregulation  of certain aspects of our business at both the state
     and federal levels;
o    the  effects of  participation  in a FERC  approved  Regional  Transmission
     Organization  (RTO),  including  activities  associated  with  the  Midwest
     Independent System Operator;
o    availability and future market prices for purchased power,  electricity and
     natural gas, including the use of financial and derivative  instruments and
     volatility of changes in market prices;
o    average rates for electricity in the Midwest;
o    business and economic conditions;
o    the impact of the adoption of new accounting  standards on the  application
     of appropriate technical accounting rules and guidance;
o    interest rates and the availability of capital;
o    actions of rating agencies and the effects of such actions;
o    weather conditions;
o    the  impact of  current  environmental  regulations  on  utilities  and the
     expectation that more stringent  requirements will be introduced over time,
     which could potentially have a negative financial effect;
o    future wages and employee  benefits costs,  including changes in returns of
     benefit plan assets;
o    disruptions of the capital  markets or other events making Ameren's and our
     access to necessary capital more difficult or costly;
o    cost and  availability  of  transmission  capacity  required to satisfy our
     energy sales; and
o    legal and administrative proceedings.

     Given these  uncertainties,  undue  reliance  should not be placed on these
forward-looking  statements.  Except  to the  extent  required  by  the  federal
securities  laws, we undertake no  obligation  to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                       21
<PAGE>

PART II. - OTHER INFORMATION

ITEM 1.  Legal Proceedings

     Reference is made to Item 3. "Legal Proceedings" in Part I of our Form 10-K
for the year ended December 31, 2001 and to Item 1. "Legal  Proceedings" in Part
II of our Form 10-Qs for the quarterly periods ended March 31, 2002 and June 30,
2002 for a discussion  of a number of lawsuits  that name our  affiliate,  Union
Electric Company, operating as AmerenUE, our parent, Ameren Corporation,  and us
(which we refer to as the Ameren companies),  along with numerous other parties,
as defendants  that have been filed by plaintiffs  claiming  varying  degrees of
injury  from  asbestos  exposure.  Since  the  filing  of our Form  10-Q for the
quarterly  period ended June 30, 2002,  29  additional  lawsuits have been filed
against the Ameren  companies.  These lawsuits,  like the previous  cases,  were
mostly filed in the Circuit Court of Madison County,  Illinois,  involve a large
number of total  defendants and seek  unspecified  damages in excess of $50,000,
which,  if proved,  typically would be shared among the named  defendants.  Also
since the filing of our Form 10-Q for the quarterly  period ended June 30, 2002,
the Ameren companies have been voluntarily dismissed in two cases.

     To date, a total of 107  asbestos-related  lawsuits have been filed against
the Ameren companies, of which 91 are pending, 10 have been settled and six have
been dismissed.  We believe that the final disposition of these proceedings will
not have a  material  adverse  effect  on our  financial  position,  results  of
operations or liquidity.


ITEM 5.  Other Information

     Reference  is made to Item 5.  "Other  Information"  in Part II of our Form
10-Q for the quarterly period ended June 30, 2002 for a listing of the audit and
non-audit  services that the Auditing Committee of the Ameren Board of Directors
has   pre-approved    for   performance   by   our   independent    accountants,
PricewaterhouseCoopers  LLP. At its October 2002 meeting, the Auditing Committee
also  pre-approved  PricewaterhouseCoopers  LLP to  perform  audits  of two coal
supply contracts of our affiliate, Union Electric Company, operating as AmerenUE
with respect to the handling of prepaid reclamation funds.


ITEM 6.  Exhibits and Reports on Form 8-K

        (a)    Exhibits

               99.1 - Certificate of Chief Executive Officer required by Section
                      906 of the Sarbanes-Oxley Act of 2002.

               99.2 - Certificate of Chief Financial Officer required by Section
                      906 of the Sarbanes-Oxley Act of 2002.

        (b)    Reports on Form 8-K.  None.

        Note:  Reports of Ameren  Corporation on Forms 8-K, 10-Q and 10-K are on
               file with the SEC under File Number 1-14756.

               Reports of Union Electric Company on Forms 8-K, 10-Q and 10-K are
               on file with the SEC under File Number 1-2967.

               Reports of Ameren  Energy  Generating  Company on Forms 8-K, 10-Q
               and  10-K  are on  file  with  the  SEC  under  the  File  Number
               333-56594.


                                       22

<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                       CENTRAL ILLINOIS PUBLIC
                                        SERVICE COMPANY
                                        (Registrant)


                                       By   /s/ Martin J. Lyons
                                          ---------------------------------
                                                Martin J. Lyons
                                                    Controller
                                         (Principal Accounting Officer)

Date:  November 14, 2002




                                 CERTIFICATIONS

     I, Gary L. Rainwater, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Central  Illinois
Public Service Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        a)     designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

        b)     evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

        c)     presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

        a)     all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

                                       23

<PAGE>

        b)     any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 14, 2002                     /s/ Gary L. Rainwater
                                          -----------------------------
                                                 Gary L. Rainwater
                                               Chief Executive Officer




     I, Warner L. Baxter, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Central  Illinois
Public Service Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        a)     designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

        b)     evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

        c)     presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

        a)     all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

        b)     any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect

                                       24

<PAGE>

internal  controls  subsequent  to the  date  of  our  most  recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.



Date:  November 14, 2002                     /s/ Warner L. Baxter
                                          ----------------------------
                                                 Warner L. Baxter
                                              Chief Financial Officer

                                       25
<PAGE>


Exhibit 99.1





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

     I, Gary L. Rainwater,  chief executive  officer of Central  Illinois Public
Service  Company,  hereby  certify  that  to  the  best  of  my  knowledge,  the
accompanying  Report of Central Illinois Public Service Company on Form 10-Q for
the quarter ended  September 30, 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 Central  Illinois  Public
Service Company.




                                          /s/ Gary L. Rainwater
                                         ----------------------------
                                          Gary L. Rainwater
                                          Chief Executive Officer

Date:  November 14, 2002



<PAGE>


Exhibit 99.2





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

     I, Warner L. Baxter,  chief  financial  officer of Central  Illinois Public
Service  Company,  hereby  certify  that  to  the  best  of  my  knowledge,  the
accompanying  Report of Central Illinois Public Service Company on Form 10-Q for
the quarter ended  September 30, 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 Central  Illinois  Public
Service Company.



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

Date:  November 14, 2002