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 Quarterly Period Ended June 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 each of registrant's  classes of common stock as of August
9, 2002: Common Stock, no par value, held by Ameren Corporation  (parent company
of Registrant) - 25,452,373

<PAGE>

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

                                      INDEX
                                                                           Page
                                                                           ----
PART I.       Financial Information

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

              Notes to Financial Statements...............................  6

     ITEM 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations......................... 11

     ITEM 3.  Quantitative and Qualitative Disclosures About Market
              Risk........................................................ 16

PART II.      Other Information

     ITEM 1.  Legal Proceedings........................................... 18

     ITEM 4.  Submission of Matters to a Vote of Security Holders......... 18

     ITEM 5.  Other Information........................................... 19

     ITEM 6.  Exhibits and Reports on Form 8-K............................ 19

SIGNATURE................................................................. 20


<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements
<TABLE>
<CAPTION>

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                                  BALANCE SHEET
               (Unaudited, in millions, except per share amounts)

                                                        June 30,  December 31,
                                                          2002       2001
                                                       ---------  ------------
<S>                                                     <C>       <C>
ASSETS:
Property and plant, at original cost:
   Electric                                              $1,242   $1,224
   Gas                                                      286      280
                                                         ------   ------
                                                          1,528    1,504
   Less accumulated depreciation and amortization           715      693
                                                         ------   ------
                                                            813      811
Construction work in progress                                10       11
                                                         ------   ------
         Total property and plant, net                      823      822
                                                         ------   ------
Investments and other assets:
   Intercompany notes receivable                            373      419
   Intercompany tax receivable                              170      177
   Other assets                                              15       17
                                                         ------   ------
         Total investments and other assets                 558      613
                                                         ------   ------
Current assets:
   Cash and cash equivalents                                 20       26
   Accounts receivable - trade (less allowance for
         doubtful accounts of $2 and $1,
          respectively)                                      48       38
   Unbilled revenue                                          67       81
   Other accounts and notes receivable                       79       61
   Intercompany notes receivable                             46       43
   Intercompany tax receivable                               14       18
   Materials and supplies, at average cost -
      Fossil fuel                                            23       33
      Other                                                  10        9
   Other                                                      6        7
                                                         ------   ------
         Total current assets                               313      316
                                                         ------   ------
Regulatory assets                                            30       32
                                                         ------   ------
Total Assets                                             $1,724   $1,783
                                                         ======   ======

CAPITAL AND LIABILITIES:
Capitalization:
   Common stock, no par value, 45.0 shares
     authorized - 25.5 shares outstanding                $  120   $  120
   Retained earnings                                        421      444
                                                         ------   ------
      Total common stockholder's equity                     541      564
                                                         ------   ------
   Preferred stock not subject to mandatory redemption       80       80
   Long-term debt                                           534      579
                                                         ------   ------
         Total capitalization                             1,155    1,223
                                                         ------   ------
Current liabilities:
   Current maturities of long-term debt                      73       33
   Accounts and wages payable                                85      114
   Accumulated deferred income taxes                         20       20
   Taxes accrued                                             29       23
   Other                                                     31       31
                                                         ------   ------
         Total current liabilities                          238      221
                                                         ------   ------
Accumulated deferred income taxes                           250      255
Accumulated deferred investment tax credits                  11       12
Regulatory liabilities                                       32       36
Other deferred credits and liabilities                       38       36
                                                         ------   ------
Total Capital and Liabilities                            $1,724   $1,783
                                                         ======   ======

See Notes to Financial Statements.
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>


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

                                          Three Months Ended   Six Months Ended
                                                June 30,           June 30,
                                          ------------------   -----------------
                                              2002    2001     2002     2001
<S>                                         <C>     <C>      <C>      <C>
OPERATING REVENUES:
   Electric                                  $ 161   $ 163    $ 311    $ 319
   Gas                                          26       6       91      112
                                             -----   -----    ------   -----
      Total operating revenues                 187     169      402      431

OPERATING EXPENSES:
   Operations
      Fuel and purchased power                 101     105      206      213
      Gas                                       12      (1)      56       79
      Other                                     30      28       63       58
                                             -----   -----    ------   -----
                                               143     132      325      350
   Maintenance                                  10       6       18       13
   Depreciation and amortization                13      12       25       24
   Income taxes                                  4       7        5       12
   Other taxes                                   6       3       15       12
                                             -----   -----    ------   -----
      Total operating expenses                 176     160      388      411
                                             -----   -----    ------   -----
OPERATING INCOME                                11       9       14       20

OTHER INCOME AND (DEDUCTIONS):
   Miscellaneous, net
     Miscellaneous income                        7      10       17       20
     Miscellaneous expense                       -       -       (1)       -
                                             -----   -----    ------   -----
      Total other income and (deductions)        7      10       16       20


INTEREST CHARGES                                10       9       20       19
                                             -----   -----    ------   -----
NET INCOME                                       8      10       10       21

PREFERRED STOCK DIVIDENDS                        1       1        2        2
                                             -----   -----    ------   -----

NET INCOME AFTER PREFERRED STOCK DIVIDENDS   $   7   $   9    $   8    $  19
                                             =====   =====    ======   =====
</TABLE>


See Notes to Financial Statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

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

                                                        Six Months Ended
                                                             June 30,
                                                    --------------------------
                                                          2002      2001
<S>                                                      <C>      <C>
Cash Flows From Operating:
   Net income                                            $  10    $  21
   Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                      25       24
         Amortization of debt issuance costs and
           premium/discounts                                 1        -
         Deferred income taxes, net                         (9)      (9)
         Deferred investment tax credits, net               (1)      (1)
         Changes in assets and liabilities:
               Receivables, net                            (14)      19
               Materials and supplies                        9       (4)
               Accounts and wages payable                  (29)     (19)
               Taxes accrued                                 6        3
               Assets, other                                15        5
               Liabilities, other                            2       (3)
                                                         ------   ------
Net cash provided by operating activities                   15       36
                                                         ------   ------

Cash Flows From Investing:
   Construction expenditures                               (26)     (22)
   Intercompany notes receivable                            43       40
                                                         ------   ------
Net cash provided by investing activities                   17       18
                                                         ------   ------

Cash Flows From Financing:
   Dividends on common stock                               (31)       -
   Dividends on preferred stock                             (2)      (2)
   Redemptions:
      Long-term debt                                        (5)     (25)
      Intercompany notes payable                             -     (172)
   Issuances:
      Long-term debt                                         -      150
                                                         ------   ------
Net cash used in financing activities                      (38)     (49)
                                                         ------   ------

Net change in cash and cash equivalents                     (6)       5
Cash and cash equivalents at beginning of year              26       30
                                                         ------   ------
Cash and cash equivalents at end of period               $  20    $  35
                                                         ======   ======

Cash paid during the periods:
   Interest                                              $  20    $  19
   Income taxes, net                                        9        15

See Notes to Financial Statements.
</TABLE>

                                      4

<PAGE>
<TABLE>
<CAPTION>


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


                                   Three Months Ended  Six Months Ended
                                         June 30,           June 30,
                                   ------------------  ----------------
                                     2002     2001     2002     2001
<S>                                <C>      <C>      <C>      <C>

Common stock                        $ 120    $ 120    $ 120    $ 120

Retained earnings
   Beginning balance                  430      445      444      435
   Net income                           8       10       10       21
   Common stock dividends             (16)       -      (31)       -
   Preferred stock dividends           (1)      (1)      (2)      (2)
                                    ------   ------   ------   ------
                                      421      454      421      454

Total common stockholder's equity   $ 541    $ 574    $ 541    $ 574
                                    ======   ======   ======   ======

See Notes to Financial Statements.

</TABLE>

                                       5
<PAGE>

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 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 dollar  amounts are in millions,  unless
otherwise indicated.

Accounting Changes

     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 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.

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 applicable to
Illinois electric customer bills are imposed on the consumer and are recorded as
tax collections  payable.  Excise taxes recorded in Operating Revenues and Other
Taxes for the three and six months  ended June 30, 2002 were $2 million  (2001 -
$2 million) and $7 million (2001 - $7 million), respectively.

                                       6
<PAGE>

NOTE 2 -  Rate and Regulatory Matters

Illinois

     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 on May 1, 2002.  Industrial  and  commercial
customers were previously offered this choice.

     The 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. 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.

Federal - Regional Transmission Organizations

     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 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 (MISO) 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  MISO  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 MISO to discuss how
the Alliance RTO business model could be accommodated  within the MISO. On April
25,  2002,  after the Alliance  RTO and MISO 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
MISO 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 MISO at incremental cost rather than MISO's full tariff rates.
The FERC also  ordered  the MISO to return  the exit fee paid by  AmerenCIPS  to
leave the MISO,  provided  AmerenCIPS  returns to the MISO and agrees to pay its
proportional share of the startup and ongoing operational  expenses of the MISO.
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 Union Electric Company  (AmerenUE),
an affiliate,  made filings with the FERC indicating that we would return to the
MISO and  that  membership  would  be  through  a new  independent  transmission
company,  GridAmerica  LLC,  that was  agreed  to be formed  by  AmerenCIPS  and
AmerenUE,  along with subsidiaries of FirstEnergy  Corporation and NiSource Inc.
If  the  FERC  approves  the  definitive  agreements  establishing  GridAmerica,
National Grid will serve as the managing  member of GridAmerica  and will manage
the  transmission  assets of the three  companies and participate in the MISO on
behalf of GridAmerica.  Other Alliance RTO companies  announced their intentions
to join the  Pennsylvania  - Jersey - Maryland  (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 MISO
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 MISO
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 MISO immediately begin a process to address
the  reliability  and  rate-barrier   issues  raised  by  us  and  other  market
participants in previous filings.

                                       7
<PAGE>

     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 MISO, 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 MISO,  or the impact
that on-going RTO developments will have on our financial condition,  results of
operation or liquidity.

NOTE 3 - Related Party Transactions

     We  have  transactions  in  the  normal  course  of  business  with  Ameren
Corporation, our parent company, and its 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  AmerenEnergy
Marketing Company (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 Illinois  Commerce  Commission  (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  $95 million of power for the three
months  ended June 30, 2002 (2001 - $100  million)  and $193 million for the six
months ended June 30, 2002 (2001 - $201 million).

     Intercompany  power  purchases  under the Power Supply  Agreement  and from
Electric Energy,  Inc., an affiliate,  totaled $101 million for the three months
ended June 30, 2002 (2001 - $105  million)  and $206  million for the six months
ended June 30, 2002 (2001 - $213 million). Intercompany power sales to Marketing
Company  totaled $6 million for the three  months ended June 30, 2002 (2001 - $6
million)  and $13  million  for the six months  ended June 30,  2002 (2001 - $12
million).

     We have the ability to borrow from Ameren or AmerenUE,  through a regulated
money pool agreement.  Ameren Services  Company,  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 June 30, 2002
was  AmerenUE's  commercial  paper  program,  which was  backed  by bank  credit
agreements totaling $430 million.  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 June 30,  2002 was 1.75%
(2001 - 4.38%) and 1.77% (2001 - 4.94%) for the six months  ended June 30, 2002.
At June 30, 2002,  we had the ability to borrow $830  million,  all of which was
unused and available, through the regulated money pool. At June 30, 2002, we had
$58 million in  intercompany  receivables  outstanding  (December 31, 2001 - $24
million) through the regulated money pool.

     In July 2002, Ameren 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.  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 existing $300 million revolving credit facility that was in
place as of June 30,  2002 with a  maturity  of August 15,  2002.  In July 2002,
AmerenUE also did not renew

                                       8
<PAGE>

committed line of credit.  As a result of these changes in  facilities,  at July
31,2002,  we had the ability to borrow up to approximately $930 million,  all of
which was unused and available,  from Ameren and AmerenUE  through our regulated
money pool agreement.

     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 June 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 June 30, 2002,  Other Operating  Expenses  provided by Ameren
Services totaled $15 million (2001 - $15 million). For the six months ended June
30, 2002,  Other  Operating  Expenses  provided by Ameren  Services  totaled $31
million (2001 - $28 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 June 30, 2002, our deferred tax liability and  intercompany tax
receivable was $184 million  (December 31, 2001 - $195  million),  including the
current portion of $14 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  June  30,  2002.  Our
intercompany  interest income recorded in Miscellaneous Income was approximately
$8 million  (2001 - $9  million)  for the three  months  ended June 30, 2002 and
approximately $16 million (2001 - $19 million) for the six months ended June 30,
2002.

     As of June 30, 2002,  intercompany  receivables  included in Other Accounts
and Notes  Receivable were  approximately  $70 million  (December 31, 2001 - $38
million).  As of June 30, 2002,  intercompany  payables included in Accounts and
Wages  Payables  totaled  approximately  $62  million  (December  31, 2001 - $87
million).

NOTE 4 - Miscellaneous, net

     Miscellaneous,  net for the three and six months  ended  June 30,  2002 and
     2001 consisted of the following:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                 Three Months   Six Months
                                                 2002   2001   2002    2001
--------------------------------------------------------------------------------
<S>                                             <C>    <C>    <C>     <C>
Miscellaneous income:
   Interest and dividend income                  $  7   $  9   $ 16    $ 19
   Equity in earnings of subsidiary                 -      1      -       1
   Other                                            -      -      1       -
--------------------------------------------------------------------------------
Total miscellaneous income                       $  7   $ 10   $ 17    $ 20
--------------------------------------------------------------------------------
Miscellaneous expense:
   Other                                         $  -   $  -   $ (1)   $  -
--------------------------------------------------------------------------------
Total miscellaneous expense                      $  -   $  -   $ (1)   $  -
--------------------------------------------------------------------------------

</TABLE>

                                       9
<PAGE>

NOTE 5 - Segment Information
     Segment information for the three and six months ended June 30, 2002 and
2001 was as follows:
----------------------------------------------------------------------
                                           Electric   Gas     Total
----------------------------------------------------------------------
Three months ended June 30, 2002:
----------------------------------------------------------------------
Revenues                                    $ 161   $  26    $ 187
Operating income                               11      -        11
----------------------------------------------------------------------
----------------------------------------------------------------------
Three months ended June 30, 2001:
----------------------------------------------------------------------
Revenues                                    $ 163   $   6    $ 169
Operating income                               11      (2)       9
----------------------------------------------------------------------
----------------------------------------------------------------------
Six months ended June 30, 2002:
----------------------------------------------------------------------
Revenues                                    $ 311   $  91    $ 402
Operating income                               10       4       14
----------------------------------------------------------------------
----------------------------------------------------------------------
Six months ended June 30, 2001:
----------------------------------------------------------------------
Revenues                                    $ 319   $ 112    $ 431
Operating income                               14       6       20
----------------------------------------------------------------------

     Ameren  Services,  who 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 to purchase all of the outstanding  stock of CILCORP Inc. CILCORP is
the  parent  company of  Peoria-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 in cash.  Ameren  expects to finance a
significant  portion of the cash  component  of the purchase  price  through the
issuance 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  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 by closing.

     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 Securities and Exchange  Commission  (SEC),  the FERC, the expiration of the
waiting  period  under the  Hart-Scott-Rodino  Act,  the Federal  Communications
Commission and other customary closing conditions.

     For the period  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.


                                       10

<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.  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-regulated  operations.  Subsidiaries  include  AmerenEnergy  Generating
     Company (Generating Company) that operates Ameren's  non-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. 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 value of our  investment  in EEI was $1.8 million.
     Subsequently, Ameren contributed such stock to Resources Company.
o    Ameren Services  Company,  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 period 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
     period ended December 31, 2001.

     When we refer to  AmerenCIPS,  our, we or us, we are  referring  to Central
Illinois  Public Service  Company.  All 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,  but do have a gas cost  recovery  mechanism.  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.

                                       11
<PAGE>

RESULTS OF OPERATIONS

Summary

     Our net income  decreased to $8 million in the second  quarter of 2002 from
$10  million in the  second  quarter of 2001.  Our net income  decreased  to $10
million  for the first six months  ended June 30,  2002 from $21  million in the
same period of 2001.  The  decrease in both  periods  was  primarily  due to the
extremely  mild weather in our service  territory in the first six months of the
year (second quarter - $6 million,  year-to-date - $1 million). In addition, net
income was reduced due to increased benefit costs and  tree-trimming  costs that
resulted in higher  operating  and  maintenance  expenses  (second  quarter - $4
million, year-to-date - $6 million).

Recent Developments

CILCORP Acquisition

     On  April  28,  2002,  Ameren  entered  into  an  agreement  with  The  AES
Corporation to purchase all of the outstanding  stock of CILCORP Inc. CILCORP is
the  parent  company of  Peoria-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 in cash.  Ameren  expects to finance a
significant  portion of the cash  component  of the purchase  price  through the
issuance 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  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 by closing.

     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,  the Securities and Exchange Commission (SEC), the
Federal  Energy  Regulatory  Commission  (FERC),  the  expiration of the waiting
period under the Hart-Scott-Rodino  Act, the Federal  Communications  Commission
and other customary closing conditions.

     For the period  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  electric  earnings
complaint case, 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 they expect 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  they  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,  AmerenUE settled its electric
earnings  complaint case. The rating agencies have not changed the assignment of
negative watch,  review for possible downgrade or negative outlook to any of the
ratings nor have the ratings themselves changed.  Any adverse change in Ameren's
or our ratings may indirectly  reduce our access to capital and/or  increase the
costs of borrowings resulting in a negative impact on earnings.

                                       12
<PAGE>

Electric Operations

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

--------------------------------------------------------------------------------
                                             Three Months         Six Months
--------------------------------------------------------------------------------
Operating Revenues:
Effect of abnormal weather (estimate)           $ 5                $ 1
Growth and other (estimate)                      (6)                (6)
Wholesale sales                                   -                 (1)
Interchange sales                                (1)                (2)
--------------------------------------------------------------------------------
                                                $(2)               $(8)

Purchased Power:                                $ 4                $ 7
--------------------------------------------------------------------------------
                                                $ 4                $ 7
--------------------------------------------------------------------------------
Change in electric margin                       $ 2                $(1)
--------------------------------------------------------------------------------

     Electric  margins  increased $2 million for the three months ended June 30,
2002, while margins  decreased $1 million for the six months ended June 30, 2002
compared to the year-ago  periods.  As a result of more favorable weather in the
second quarter,  weather-sensitive residential sales increased 13% in the second
quarter and 1% in the first six months of 2002 as  compared to 2001.  Offsetting
the favorable weather was lower industrial sales that declined 11% in the second
quarter and 7% in the first half of 2002 as compared to 2001,  due to the impact
of the soft economy.  Interchange and wholesale  revenues  declined in the first
six months of 2002 due to decreases in both  interchange  and  wholesale  sales.
Purchased power costs decreased primarily due to lower energy prices and reduced
native load demand for the first six months of 2002.

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

Gas Operations

     Due to favorable weather  conditions in the second quarter of 2002, our gas
margins increased $7 million compared to the prior year period with increases in
gas revenues of $20 million and  increases in gas costs of $13 million.  Our gas
revenues and operating expenses  increased  primarily due to increases in retail
sales  including  weather-sensitive   residential  sales  and  as  a  result  of
adjustments  made  in 2001  relating  to the  purchased  gas  adjustment  clause
pursuant  to which we  recover  gas costs  from our  customers.  Our gas  margin
increased  $2 million for the six months  ended June 30, 2002 as compared to the
prior year period due to a $21 million decrease in gas revenues partially offset
by a $23 million decrease in gas costs. For the first six months of 2002, warmer
winter weather reduced gas revenues, offsetting the benefit of favorable weather
conditions  in the second  quarter.  The decrease in gas costs for the first six
months of 2002 was due to lower natural gas prices and lower purchase volume due
to the mild winter weather.

Other Operating Expenses

     Other operations  related to operating expenses increased $2 million in the
second  quarter  and $5 million in the first half of 2002  compared  to the same
year-ago periods,  primarily due to increases in employee benefits costs related
to the investment  performance of pension plan assets and increasing  healthcare
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  increased  $4 million in the second  quarter  and $5
million  in the  first  half of 2002  compared  to same  the  year-ago  periods,
primarily due to higher tree-trimming expenses, which were accelerated, in part,
to take advantage of the mild weather at the beginning of the year and increased
expenses due to storm repairs in the second quarter.

     Income tax expense  decreased $3 million in the second  quarter of 2002 and
$7 million  in the first half of 2002  compared  to the same  year-ago  periods,
primarily due to lower pre-tax income.

                                       13

<PAGE>


     Other tax expense  increased $3 million in both the second  quarter and the
first  half of  2002  compared  to the  same  year-ago  periods,  primarily  due
adjustments related to property tax rates in the prior year.

Other Income and Deductions

     Other income and  deductions  decreased $3 million in the second quarter of
2002 and $4  million in the first half 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
and lower earnings from EEI due to the transfer of our 20% common stock interest
in EEI to Resources Company on April 30, 2002. See Note 4 - "Miscellaneous, net"
to our financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Operating

     Our cash flows  provided by operating  activities  decreased $21 million to
$15 million  for the six months  ended June 30,  2002  compared to the  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 as a result of lower amounts of power purchased from Marketing
Company.

     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 June 30, 2002, we had  committed  bank lines of credit  aggregating  $25
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 June 30,  2002,  we had the
ability to borrow up to  approximately  $830  million  from  Ameren or  AmerenUE
through a  regulated  money pool  agreement.  For the six months  ended June 30,
2002, we had no outstanding short-term  borrowings.  See Note 3 - "Related Party
Transactions" to our financial statements.

     In July 2002, Ameren 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.  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 existing $300 million revolving credit facility that was in
place as of June 30,  2002 with a  maturity  of August 15,  2002.  In July 2002,
AmerenUE also did not renew a $25 million  committed line of credit. As a result
of these changes in facilities, at July 31,2002, we had the ability to borrow up
to  approximately  $930  million,  all of which was unused and  available,  from
Ameren and AmerenUE through our regulated money pool agreement.

     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 June 30,  2002,  we were in  compliance  with these
provisions.

Investing

     Our net cash provided by investing  activities was $17 million in the first
six months of 2002 (2001 - $18 million) representing an increase in construction
expenditures  from  various  distribution  line  upgrades,  partially  offset by
increased receipts on our intercompany note receivable from Generating  Company.
Capital expenditures are expected to approximate $59 million in 2002.


                                       14

<PAGE>
Financing

     Our net cash flows used in financing  activities totaled $38 million in the
first six months of 2002  compared to $49 million in the  year-ago  period.  Our
principal  financing  activities  for the first six months of 2002  included the
payment of  dividends  and the  redemption  of  long-term  debt.  Our  principal
financing  activities for the first six months of 2001 included the repayment of
intercompany money pool borrowings and the issuance of long-term debt.

     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

Illinois

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

Federal - Regional Transmission Organizations

     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 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>
     We defer costs as regulatory assests in         o   Regulatory environment, external regulatory
     accordance with SFAS 71 and make investments        decisions and requirements
     that we assume we will be able to collect in    o   Anticipated future regulatory decisions and
     future rates                                        their impact
                                                     o   Impact of deregulation and competition on
                                                         ratemaking process and ability to recover costs
     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>

                                       15

<PAGE>
<TABLE>
<CAPTION>

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

     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.

Unbilled Revenue

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

     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.

Benefit Plan Accounting

     Based on actuarial calculations, we accrue      o  Future rate of return on pension and other plan
     costs of providing future employee benefits        assets
     in accordance with SFAS 87, 106, and 112.       o  Interest rates used in valuing benefit
     See Note 10 to our financial statements for        obligations
     the year ended December 31, 2001.               o  Healthcare costs trend rates

     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.

</TABLE>

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.


                                       16
<PAGE>

     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 June  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.

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  AmerenUE  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;
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;
o    disruptions  of the  capital  markets or other  events  making  AmerenCIPS'
     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.


                                       17
<PAGE>

PART II. - OTHER INFORMATION

ITEM 1.  Legal Proceedings.

     On July 30, 2002, the Illinois Attorney General's Office advised us that it
would be commencing an enforcement  action concerning an inactive waste disposal
site near  Coffeen,  Illinois,  which is the  location  of a  disposal  facility
permitted by the  Illinois  Environmental  Protection  Agency to receive fly ash
from the Coffeen power plant.  The Illinois  Attorney  General also notified the
disposal  facility's  current and former  owners as to the proposed  enforcement
action. The Attorney General advised that it may initiate an action under CERCLA
to  recover  past  costs  incurred  at  the  site  ($322,000)  and to  obtain  a
declaratory  judgment as to liability  for future  costs.  Neither  AmerenEnergy
Generating Company (Generating Company),  the current owner of the Coffeen power
plant, nor us, the prior owner of the Coffeen power plant, owned or operated the
disposal facility.  We believe that this matter will not have a material adverse
effect on our financial position, results of operations or liquidity.

     Reference  is  made  to  Item  1.   Business  -  Rates  and   Regulation  -
Environmental Matters in Part I of our Form 10-K for the year-ended December 31,
2001 for a  discussion  of the lawsuit  filed in the Circuit  Court of Christian
County,  Illinois  by  Steven  and  Tina  Brannan  against  our  parent,  Ameren
Corporation,  Generating Company and us. This lawsuit alleged that we and others
were  negligent  in the  manner in which  our  manufactured  gas  plant  site in
Taylorville, Illinois, was remediated, therefore wrongfully causing the death of
the  Brannan's  minor son. On July 3, 2002, a settlement  agreement  was entered
into with the Brannans  which fully  released our parent,  affiliate and us from
all  liabilities  claimed in the  lawsuit  in  consideration  for  payment of an
amount,  the disclosure of which is restricted by a  confidentiality  agreement.
The  settlement  will  not  have a  material  adverse  effect  on our  financial
position, results of operations or liquidity.

     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-Q for the quarterly  period ended March 31, 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 March
31, 2002,  thirty-four  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 our first
quarter  Form 10-Q filing,  a  settlement  has been reached in one lawsuit for a
monetary amount not material to the Ameren companies and in one case, the Ameren
companies have been voluntarily dismissed.

     To date, a total of seventy-six  asbestos-related  lawsuits have been filed
against the Ameren  companies,  of which  sixty-two  are pending,  ten have been
settled and four 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 4.  Submission of Matters To a Vote of Security Holders.

     At the  annual  meeting of our  stockholders  held on April 23,  2002,  the
following matter was presented to the meeting for a vote and the results of such
voting are as follows:

     Election of Directors.
                                                                    Non-Voted
              Name                      For          Withheld       Brokers
              ----                      ---          --------       ---------
     Paul A. Agathen                 26,066,742       55,722            0
     Warner L. Baxter                26,066,742       55,722            0
     Charles W. Mueller              26,066,742       55,722            0
     Gary L. Rainwater               26,066,727       55,737            0
     Thomas R. Voss                  26,066,742       55,722            0


                                       18

<PAGE>

ITEM 5.  Other Information.

     Any stockholder  proposal  intended for inclusion in the proxy material for
our 2003 annual meeting of  stockholders  must be received by us by November 30,
2002.

     In  addition,  under  our  By-Laws,  stockholders  who  intend  to submit a
proposal in person at an annual meeting, or who intend to nominate a director at
a meeting,  must provide  advance  written  notice  along with other  prescribed
information. In general, such notice must be received by our Secretary not later
than 60 nor earlier than 90 days prior to the first anniversary of the preceding
year's annual  meeting.  For our 2003 annual  meeting of  stockholders,  written
notice of any  in-person  stockholder  proposal or director  nomination  must be
received not later than February 22, 2003 or earlier than January 23, 2003.

     The Audit  Committee  of the Board of  Directors of Ameren has approved our
independent accountants, PriceWaterhouseCoopers,  to perform the following audit
and non-audit services:

o    Audits required by the federal, state or local government rules
o    Audits of employee pension and benefits plans
o    Income tax accounting and consulting projects
o    Comfort  letters and  consents  required to complete  SEC filings and issue
     securities
o    Consultation  on responses to  accounting  inquiries by regulatory or other
     bodies
o    Audit of AmerenEnergy earnings before interest and taxes statement
o    Review of stock transfer agent and registrar internal controls
o    Review of risk management internal controls
o    Consultation on the accounting for corporate events and transactions
o    Assistance with preparation of testimony for regulatory filings

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

     (a)(i)  Exhibits

             99.1 - Certificate of Chief Executive  Officer  required by Section
                    906 of the  Sarbanes-Oxley Act of 2002 (not filed as part of
                    this Report on Form 10-Q).

             99.2 - Certificate of Chief Financial  Officer  required by Section
                    906 of the  Sarbanes-Oxley Act of 2002 (not filed as part of
                    this Report on Form 10-Q).


     (a)(ii) Exhibits Incorporated by Reference.

             10.1 - Memorandum  of  Understanding  dated  May 24,  2002  between
                    Ameren   Services   Company,   as  agent  for  AmerenUE  and
                    AmerenCIPS,  and the Midwest Independent Transmission System
                    Operator, Inc. (MISO) (June 30, 2002 Ameren Corporation Form
                    10-Q, Exhibit 10.1).

             10.2 - Participation  Agreement  dated  as of July  3,  2002 by and
                    among MISO,  Ameren  Services  Company as agent for AmerenUE
                    and  AmerenCIPS,   FirstEnergy   Corporation  on  behalf  of
                    American   Transmission  Systems,   Incorporated,   Northern
                    Indiana Public  Service  Company and National Grid (June 30,
                    2002 Ameren Corporation Form 10-Q, Exhibit 10.2).


     (b)       Reports on Form 8-K.  AmerenCIPS filed a report on Form 8-K dated
               May 28, 2002 relating to the decision of AmerenCIPS  and AmerenUE
               to rejoin the MISO.

     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.


                                       19

<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:  August 14, 2002


                                       20
<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 June 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:  August 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 June 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:  August 14, 2002