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 March 31, 2001

[  ]     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) 535-5411


         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 April
 30, 2001: Common Stock, no par value, held by Ameren Corporation (parent
 company of Registrant) - 25,452,373


<PAGE>


                     Central Illinois Public Service Company

                                      Index

                                                                       Page No.

Part I               Financial Information (Unaudited)

                     Management's Discussion and Analysis                 2

                     Quantitative and Qualitative Disclosure
                     About Market Risk                                    6

                     Balance Sheet
                     - March 31, 2001 and December 31, 2000               8

                     Statement of Income
                     - Three months and 12 months ended
                       March 31, 2001 and 2000                            9

                     Statement of Cash Flows
                     - Three months ended March 31, 2001 and 2000        10

                     Notes to Financial Statements                       11


Part II              Other Information                                   14


<PAGE>



                    PART I. FINANCIAL INFORMATION (UNAUDITED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

Central  Illinois  Public Service  Company  (AmerenCIPS or the  Registrant) is a
subsidiary of Ameren  Corporation  (Ameren),  a holding company registered under
the Public  Utility  Holding  Company Act of 1935  (PUHCA).  Both Ameren and its
subsidiaries  are  subject  to  the  regulatory  provisions  of the  PUHCA.  The
Registrant is a public  utility  operating  company  engaged  principally in the
transmission,  distribution  and  sale of  electric  energy  and  the  purchase,
distribution,  transportation  and sale of natural gas in the state of Illinois.
The  Registrant  serves  325,000  electric and 175,000 gas customers in a 20,000
square-mile region of central and southern Illinois.

On May 1,  2000,  following  the  receipt  of all  required  state  and  federal
regulatory approvals,  the Registrant transferred its electric generating assets
and liabilities,  at historical net book value, to a newly created  nonregulated
company,  AmerenEnergy  Generating Company (Generating Company), a subsidiary of
AmerenEnergy  Resources  Company  (Resources  Company),  which is a wholly owned
subsidiary  of  Ameren  (the  Transfer).   Discussion  below  under  Results  of
Operations  reflects  that as a result of the  Transfer,  from May 1, 2000,  the
Registrant's  operating  revenues  will only include  revenues  derived from its
traditional  transmission  and  distribution  operations,  and those revenues it
receives from its native load customers,  or new customers  allowed choice of an
electric supplier under state law. Sales under certain  wholesale  contracts and
interchange  sales will no longer be  reflected  in  operating  revenues  of the
Registrant.  Instead,  those revenues will be recorded at Resources Company. The
Registrant's operating expenses will only include those expenses it incurs under
its traditional  transmission  and  distribution  operations,  and for purchased
power under an electric power supply  agreement with Resources  Company's  newly
created marketing subsidiary,  AmerenEnergy  Marketing Company (the Power Supply
Agreement).

The following  discussion and analysis  should be read in  conjunction  with the
Notes  to  Financial  Statements  beginning  on page  11,  and the  Management's
Discussion and Analysis of Financial Condition and Results of Operations (MD&A),
the Audited Financial Statements and the Notes to Financial Statements appearing
in the Registrant's 2000 Form 10-K.

RESULTS OF OPERATIONS

Earnings
First  quarter 2001  earnings of $10 million  decreased  $15 million from 2000's
first quarter earnings. Earnings for the 12 months ended March 31, 2001 were $60
million, a $2 million decrease from the preceding 12-month period.

Earnings  fluctuated due to many conditions,  primarily:  sales growth,  weather
variations,  electric  rate  reductions,  the  Transfer,  a gas  rate  increase,
competitive market forces, fluctuating operating costs, expenses relating to the
withdrawal from the electric  transmission  related Midwest  Independent  System
Operator (Midwest ISO), charges for coal contract termination payments,  changes
in interest expense, and changes in income and property taxes.

The  significant  items  affecting  revenues,  costs  and  earnings  during  the
three-month  and  12-month  periods  ended March 31, 2001 and 2000 are  detailed
below.
Electric Operations
Electric Operating Revenues          Variations for periods ended March 31, 2001
                                        from comparable prior-year periods
--------------------------------------------------------------------------
(Millions of Dollars)                  Three Months         Twelve Months
--------------------------------------------------------------------------
Effect of abnormal weather              $    6              $    (4)
Growth and other                            17)                 (21)
Interchange sales                          (36)                (151)
--------------------------------------------------------------------------
                                        $  (47)             $  (176)
--------------------------------------------------------------------------

Electric  revenues  for the three months  ended March 31,  2001,  decreased  $47
million compared to the prior three- month period primarily due to a decrease in
interchange sales, which are now being recorded at Resources Company as a result
of the Transfer.  In addition,  sales under certain  wholesale  contracts are no
longer being included in the Registrant's  operating revenues as a result of the

                                       2
<PAGE>

Transfer. The decreases in interchange and wholesale sales were partially offset
by increases in residential  and commercial  sales of 15 percent and 16 percent,
respectively,  primarily due to a return to more normal weather, compared to the
unusually mild weather of a year ago period, and an increase in industrial sales
of 55 percent due to a new industrial customer contract that became effective in
August 2000.

Electric revenues for the 12 months ended March 31, 2001, decreased $176 million
compared  to  the  same  prior  year  period,  primarily  due  to  decreases  in
interchange sales as a result of the Transfer. In addition,  sales under certain
wholesale  contracts are no longer being included in the Registrant's  operating
revenues as a result of the Transfer. The decreases in interchange and wholesale
sales were partially  offset by increases in  weather-sensitive  residential and
commercial sales of 7 percent and 11 percent,  respectively,  and an increase in
industrial  sales of 37 percent due to a new industrial  customer  contract that
became effective in August 2000.

Fuel and Purchased Power             Variations for periods ended March 31, 2001
                                        from comparable prior-year periods
---------------------------------------------------------------------------
(Millions of Dollars)                  Three Months           Twelve Months
---------------------------------------------------------------------------
Fuel:
    Generation                          $  (47)           $    (167)
    Generation efficiencies and other       -                    (6)
    Coal contract termination payments      -                   (52)
Purchased power                             73                  281
---------------------------------------------------------------------------
                                        $   26            $      56
---------------------------------------------------------------------------

Fuel and  purchased  power  costs  for the three  months  ended  March 31,  2001
increased  $26  million  over the same period in the prior year  primarily  as a
result of increased  purchased  power under the  provisions  of the Power Supply
Agreement, partially offset by decreased generation resulting from the Transfer.
The $56  million  increase in fuel and  purchased  power costs for the 12 months
ended March 31, 2001 versus the  prior-year  period was  primarily the result of
increased  purchased  power under the provisions of the Power Supply  Agreement,
partially offset by decreased  generation  resulting from the Transfer and lower
fuel  costs due to the  termination  of  certain  coal  contracts  in the fourth
quarter of 1999.

Gas Operations
Gas  revenues  for the three  month and 12 month  periods  ended  March 31, 2001
increased $53 million and $97 million, respectively,  compared to the prior-year
period,  primarily due to increased retail sales resulting from a return to more
normal  weather,  as  compared  to the same year ago period and higher gas costs
recorded through the Registrant's purchased gas adjustment clause (PGA).

Gas costs for the three months and 12 months ended March 31, 2001  increased $49
million and $87 million,  respectively,  compared to the same year-ago  periods,
primarily due to increased purchases as well as higher gas prices.

Other Operating Expenses
Other operating expense variations  reflected  recurring factors such as growth,
inflation, labor and employee benefit costs and the Transfer.

Other  operations  expenses  decreased $13 million and $73 million for the three
months and 12 months  ended March 31, 2001,  respectively,  compared to the same
year-ago  periods  primarily  due to lower  labor  and  employee  benefit  costs
resulting from the Transfer as well as lower information  system-related  costs.
Operations  expenses decreased $73 million for the twelve months ended March 31,
2001 primarily  resulting from the Transfer,  partially  offset by the charge in
the fourth quarter of 2000 for withdrawal  from the Midwest ISO (see  discussion
below under "Electric Industry Restructuring" for further information).

Maintenance  expenses decreased $10 million and $68 million for the three months
and 12 months ended March 31, 2001,  respectively,  from the comparable year-ago
periods  primarily due to decreased power plant  maintenance  resulting from the
Transfer.

Depreciation and amortization  expenses decreased $9 million and $33 million for
the three months and 12 months ended March 31, 2001,  respectively,  compared to
the same year-ago periods due to decreased  depreciable  property resulting from
the Transfer.

                                       3
<PAGE>

Taxes
Income taxes from  operations for the three months and 12 months ended March 31,
2001 decreased $10 million and $5 million, respectively,  primarily due to lower
pretax income.

Other  taxes for the 12  months  ended  March 31,  2001,  decreased  $5  million
primarily due to lower property taxes as a result of the Transfer.

Other Income and Deductions
For the three  months and 12 months  ended March 31,  2001,  miscellaneous,  net
increased  $10  million  and $36  million,  respectively,  compared  to the same
periods  in the prior  year,  primarily  due to  interest  income  earned on the
promissory note receivable from Generating Company as part of the Transfer.  See
Electric Industry  Restructuring and Note 1 under Notes to Financial  Statements
for further discussion of the promissory note.

Balance Sheet
Changes in accounts and wages payable and taxes accrued primarily  resulted from
the timing of various payments to taxing authorities and suppliers.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating  activities totaled $39 million for the quarter ended
March 31, 2001, compared to $66 million during the same 2000 period.

Cash flows used in investing  activities  totaled $9 million and $20 million for
the three  months  ended  March 31,  2001 and 2000,  respectively.  Construction
expenditures  for the three months ended March 31, 2001, for constructing new or
improving existing facilities, were $9 million.

Cash flows used in financing activities totaled $26 million for the three months
ended March 31, 2001,  compared to $45 million during the same 2000 period.  The
Registrant's  principal  financing  activities  for  the  quarter  included  the
redemption of long-term debt and intercompany notes payable.

The Registrant  plans to continue  utilizing  short-term  debt to support normal
operations and other temporary requirements. The Registrant is authorized by the
Securities  and  Exchange  Commission  (SEC)  under the PUHCA to have up to $250
million of short-term  unsecured debt  instruments  outstanding at any one time.
Short-term  borrowings  consist  of  bank  loans  (maturities  generally  on  an
overnight  basis) and  commercial  paper  (maturities  generally  within 1 to 45
days).  At March 31, 2001,  the  Registrant  had committed  bank lines of credit
aggregating  $25 million  (all of which was unused and  available  at such date)
which 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. At March 31,
2001, the Registrant had no outstanding short-term borrowings.

In addition,  the Registrant has the ability to borrow up to approximately  $914
million from Ameren or from two of Ameren's other  subsidiaries,  Union Electric
Company  (AmerenUE) and Ameren  Services  Company (Ameren  Services),  through a
regulated money pool agreement.  The total amount available to the Registrant at
any  given  time from the  regulated  money  pool is  reduced  by the  amount of
borrowings by AmerenUE or Ameren Services,  but increased to the extent AmerenUE
or Ameren  Services have surplus funds and the  availability  of other  external
borrowing  sources.  The regulated  money pool was established to coordinate and
provide for certain  short-term  cash and working  capital  requirements  of the
Registrant, AmerenUE and Ameren Services and is administered by Ameren Services.
Interest is calculated at varying rates of interest depending on the composition
of internal  and external  funds in the  regulated  money pool.  For the quarter
ended March 31, 2001, the average interest rate for the regulated money pool was
5.50%.  At March 31,  2001,  the  Registrant  had $177  million of  intercompany
borrowings  outstanding and $604 million  available  through the regulated money
pool subject to reduction for borrowings by AmerenUE or Ameren Services.

In April 2001, the Registrant filed a shelf registration  statement with the SEC
on Form S-3 authorizing the offering from time to time of senior notes in one or
more series with an offering price not to exceed $250 million.  The SEC declared
the registration  statement effective in May 2001. The Registrant plans to issue
up to $150 million of the senior notes in 2001. The Senior Notes will be secured
by a related series of the  Registrant's  first mortgage bonds.  The proceeds of
those notes will be used to repay short-term debt incurred through the regulated
money pool and first mortgage bonds maturing in 2001.

                                       4
<PAGE>

During the course of the Registrant's  resource planning,  several  alternatives
are being considered to satisfy regulatory load requirements for 2001 and beyond
for the Registrant,  AmerenUE and Resources Company.  AmerenUE has purchased 450
megawatts of capacity and energy for the summer of 2001 from Resources  Company,
and is considering  the purchase of an additional  100  megawatts.  Alternatives
being  considered  for the summer of 2002 and beyond  include  the  purchase  of
capacity and energy,  among other things. At this time,  management is unable to
predict which course of action it will pursue to satisfy these  requirements and
their  ultimate  impact  on the  Registrant's  financial  position,  results  of
operations or liquidity.

The Registrant,  in the ordinary course of business,  explores  opportunities to
reduce  its costs in order to remain  competitive  in the  marketplace.  An area
where the Registrant  focuses its review includes,  but is not limited to, labor
costs.  In the labor area,  over the past two years,  the Registrant has reached
agreements with all of the Registrant's major collective  bargaining units which
will  permit it to manage  its labor  costs  and  practices  effectively  in the
future. The Registrant also explores alternatives to effectively manage the size
of  its  workforce.   These  alternatives   include  utilizing  hiring  freezes,
outsourcing and offering employee separation packages.

Certain of these cost reduction alternatives could require nonrecurring payments
of employee separation benefits. Management is unable to predict to what extent,
these alternatives to reduce its overall cost structure will be executed nor can
it  determine  the impact of these  actions on its  future  financial  position,
results of operations or liquidity.


ELECTRIC INDUSTRY RESTRUCTURING

Certain states are considering  proposals or have adopted  legislation that will
promote  competition  at the  retail  level.  During  2000  and in  early  2001,
deregulation  laws  established  in the state of  California,  coupled with high
energy prices, increasing demands for power by users in that state, transmission
constraints,  and limited generation resources,  among other things,  negatively
impacted  several  major  electric  utilities  in that state.  Federal and state
regulators and legislators  have proposed and  implemented,  in part,  different
courses of action to attempt to address these issues.  The  Registrant  does not
maintain  utility  operations  in the state of  California,  nor does it provide
energy  directly to utilities in that state.  At this time,  the  Registrant  is
uncertain what impact,  if any, changes in deregulation laws will have on future
federal  and  state   deregulation   laws,   which  could  directly  impact  the
Registrant's future financial position, results of operations or liquidity.

In December 1997, the Governor of Illinois signed the Electric  Service Customer
Choice and Rate  Relief Law of 1997 (the Law)  providing  for  electric  utility
restructuring  in Illinois.  This  legislation  introduces  competition into the
supply of electric energy at retail in Illinois.

Major provisions of the Law include the phasing-in through 2002 of retail direct
access, which allows customers to choose their electric generation supplier. The
phase-in of retail direct access began on October 1, 1999, with large commercial
and industrial customers principally comprising the initial group. The remaining
commercial  and  industrial  customers were offered choice on December 31, 2000.
Commercial  and  industrial   customers  represent   approximately  45%  of  the
Registrant's  total  sales.  As of March 31, 2001,  the impact of retail  direct
access on the  Registrant's  financial  condition,  results  of  operations  and
liquidity was  immaterial.  Retail direct access will be offered to  residential
customers on May 1, 2002.

In conjunction with another provision of the Law, on May 1, 2000,  following the
receipt of all required state and federal regulatory  approvals,  the Registrant
transferred its electric  generating  assets and liabilities,  at historical net
book value, to Generating Company in exchange for a subordinated promissory note
from Generating Company in the principal amount of $552 million and 1,000 shares
of Generating  Company common stock (the  Transfer).  The promissory  note has a
term  of  five  years  and  bears  interest  at 7  percent  based  on a  10-year
amortization.  Debt service during the term of the subordinated  promissory note
is payable solely from "available cash," defined as cash available after payment
of  all  operating  and  maintenance  expenses,  senior  debt  service,  capital
expenditures,  taxes and  reasonable  reserves  for  working  capital  and other
corporate  purposes as determined by Generating  Company in its discretion.  Any
installment  payment  amount that is not paid when due because of the  available
cash limitation will be payable when available cash becomes sufficient to permit
the  payment,  or else  carried  forward to  maturity.  The  transferred  assets
represent a generating capacity of approximately 2,900 megawatts.  Approximately
45 percent of the Registrant's  employees were transferred to Generating Company
as a part of the transaction.

                                       5
<PAGE>

The Transfer
In conjunction with the Transfer, an electric power supply agreement was entered
into between  Generating Company and its newly created  nonregulated  affiliate,
AmerenEnergy  Marketing  Company  (Marketing  Company),   also  a  wholly  owned
subsidiary of Resources Company. In addition,  Marketing Company entered into an
electric  power supply  agreement  with the  Registrant  to supply it sufficient
energy and capacity to meet its obligations as a public utility through December
31, 2004. A portion of the capacity and energy supplied by Generating Company to
Marketing  Company  will be resold to the  Registrant  for resale to 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.  In turn,  the  Registrant  will bill  these  customers  at rates  which
approximate the costs the Registrant incurs for its capacity and energy supplied
by Marketing Company.  For the three-month and twelve-month  periods ended March
31,  2001,  $101 million and $358  million,  respectively,  of the  Registrant's
purchased power was derived under the Power Supply Agreement.

As  a  result  of  the  Transfer,  coupled  with  the  Power  Supply  Agreement,
prospectively  from May 1, 2000  through  December 31,  2004,  the  Registrant's
operating   revenues  will  include   revenues   derived  from  its  traditional
transmission and distribution operations,  as well as those revenues it receives
from its native load customers,  or new customers  allowed choice of an electric
supplier  under  state  law.  Sales  under  certain   wholesale   contracts  and
interchange  sales will no longer be  reflected  in  operating  revenues  of the
Registrant.  Instead,  those revenues will be recorded at Resources Company. The
Registrant's  operating expenses will include those expenses it incurs under its
traditional transmission and distribution operations, as well as purchased power
expenses incurred under the terms of the Power Supply Agreement.

In addition,  as a result of the Transfer,  the  Registrant  incurred a deferred
intercompany tax gain,  which resulted in an additional  deferred tax liability.
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  March  31,  2001,  the  Registrant's   deferred  tax  liability  and
intercompany tax receivable was $207 million.

Midwest ISO and Alliance RTO
In the fourth quarter of 2000, the Registrant announced its intention to
withdraw  from the Midwest ISO and to join the  Alliance  Regional  Transmission
Organization  (Alliance  RTO),  and  recorded a pretax  charge to earnings of $8
million ($5 million after taxes),  which related to the  Registrant's  estimated
obligation  under the Midwest ISO  agreement  for costs  incurred by the Midwest
ISO, plus estimated exit costs.  In January 2001, the Federal Energy  Regulatory
Commission  (FERC)  conditionally  approved the  formation,  including  the rate
structure,  of the Alliance RTO, and the Registrant announced that it had signed
an agreement to join the Alliance RTO. In February 2001, in a proceeding  before
the FERC,  the Alliance RTO and the Midwest ISO reached an agreement  that would
enable the  Registrant to withdraw from the Midwest ISO and to join the Alliance
RTO.  In  April  2001,   this   settlement   agreement   was  certified  by  the
Administrative Law Judge of the FERC and submitted to the FERC Commissioners for
approval.  The  settlement  agreement was approved by the FERC in May 2001.  The
Registrant's transfer of control and operation of its transmission assets to the
Alliance RTO remains  subject to ICC approval and its membership in the Alliance
RTO is subject to SEC approval under the PUHCA.  At this time, the Registrant is
unable to determine the impact that its withdrawal  from the Midwest ISO and its
participation in the Alliance RTO will have on its future  financial  condition,
results of operation or liquidity.

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, equity prices,  commodity prices, etc.).
The  following  discussion  of  Ameren's,   including  the  Registrant'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 handles market risks in accordance
with established  policies,  which may include entering into various  derivative
transactions.  In the normal course of business,  Ameren and the Registrant also
face  risks  that are  either  non-financial  or  non-quantifiable.  Such  risks
principally include business,  legal,  operational,  and credit 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.

                                       6
<PAGE>

Interest Rate Risk
The  Registrant  is exposed to market risk  through  changes in  interest  rates
through its issuance of both  long-term and  short-term  variable-rate  debt and
fixed-rate  debt,  commercial  paper  and  auction-rate   preferred  stock.  The
Registrant manages its interest rate exposure by controlling the amount of these
instruments it holds within its total capitalization portfolio and by monitoring
the effects of market changes in interest rates.

If interest rates  increase one  percentage  point in 2002, as compared to 2001,
the Registrant's interest expense would increase by approximately $3 million and
net income  would  decrease by  approximately  $2 million.  This amount has been
determined using the assumptions that the Registrant's outstanding variable-rate
debt,  commercial paper and auction-rate  preferred stock, as of March 31, 2001,
continued to be outstanding throughout 2002, and that the average interest rates
for these  instruments  increased  one percent over 2001.  The estimate 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 its
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 the Registrant's financial structure.

Commodity Price Risk
The  Registrant  is  exposed to changes  in market  prices for  natural  gas and
electricity.  With regard to its natural gas utility business,  the Registrant's
exposure to changing  market prices is in large part  mitigated by the fact that
the Registrant  has a PGA in place.  The PGA allows the Registrant to pass on to
its customers its prudently incurred costs of natural gas.

Since  the  Registrant  does not  have a  provision  similar  to the PGA for its
electric  operations,  purchased power commodity price risk is mitigated in part
due to the fact that the Registrant has entered into a long-term contract with a
supplier for purchased power (see "Electric  Industry  Restructuring"  above for
further discussion).

SAFE HARBOR STATEMENT

Statements made in this Form 10-Q 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, the Registrant is 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  fiscal  year  ended  December  31,  2000,  and in  subsequent
securities  filings,  could cause results to differ  materially  from management
expectations as suggested by such "forward-looking"  statements:  the effects of
regulatory actions,  including changes in regulatory policy; changes in laws and
other governmental  actions; the impact on the Registrant of current regulations
related  to the  phasing-in  of the  opportunity  for some  customers  to choose
alternative energy suppliers in Illinois;  the effects of increased  competition
in the future due to, among other things, deregulation of certain aspects of the
Registrant's  business  at both the state and  federal  levels;  the  effects of
withdrawal  from the Midwest ISO and  membership  in the  Alliance  RTO;  future
market  prices  for  purchased  power  and  natural  gas,  including  the use of
financial  instruments;  average rates for electricity in the Midwest;  business
and economic conditions; the impact of the adoption of new accounting standards;
interest  rates;  weather  conditions;   the  impact  of  current  environmental
regulations  on  utilities;  monetary  and  fiscal  policies;  future  wages and
employee benefits costs; and legal and administrative proceedings.










                                       7
<PAGE>

<TABLE>
<CAPTION>




                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                                  BALANCE SHEET
                                    UNAUDITED
                      (Thousands of Dollars, Except Shares)

                                                             March 31      December 31
ASSETS                                                        2001              2000
------                                                      ----------     ------------
<S>                                                            <C>          <C>

Property and plant, at original cost:
   Electric                                                     $1,200,808   $1,195,418
   Gas                                                             274,500      273,573
                                                                ----------   ----------
                                                                 1,475,308    1,468,991
   Less accumulated depreciation and amortization                  663,943      654,897
                                                                ----------   ----------
                                                                   811,365      814,094
Construction work in progress                                        6,650        6,558
                                                                ----------   ----------
         Total property and plant, net                             818,015      820,652
                                                                ----------   ----------
Investments and other assets:
   Intercompany notes receivable                                   511,701      511,701
   Intercompany tax receivable                                     191,318      194,975
   Other assets                                                     17,356       17,085
                                                                ----------   ----------
         Total investments and other assets                        720,375      723,761
Current assets:
   Cash and cash equivalents                                        32,926       29,801
   Accounts receivable - trade (less allowance for doubtful
         accounts of $1,732 and $1,777, respectively)              166,861      160,996
   Other accounts and notes receivable                              26,315       25,035
   Intercompany notes receivable                                    39,925       39,925
   Intercompany tax receivable                                      15,515       15,809
   Materials and supplies, at average cost -
      Fossil fuel                                                    9,204       22,560
      Other                                                          9,842        9,821
   Other                                                             5,986        6,240
                                                                ----------   ----------
         Total current assets                                      306,574      310,187
                                                                ----------   ----------
   Regulatory assets                                                12,362       12,541
                                                                ----------   ----------
Total Assets                                                    $1,857,326   $1,867,141
                                                                ==========   ==========

CAPITAL AND LIABILITIES
Capitalization:
   Common stock, no par value, 45,000,000 shares authorized -
     25,452,373 shares outstanding                              $  120,033   $  120,033
   Retained earnings                                               445,459      435,211
                                                                ----------   ----------
         Total common stockholder's equity                         565,492      555,244
   Preferred stock not subject to mandatory redemption              80,000       80,000
   Long-term debt                                                  458,204      463,174
                                                                ----------   ----------
        Total capitalization                                     1,103,696    1,098,418
                                                                ----------   ----------
Current liabilities:
   Current maturity of long-term debt                               30,000       30,000
   Intercompany notes payable                                      203,075      223,320
   Accounts and wages payable                                       97,010      106,739
   Accumulated deferred income taxes                                19,657       19,639
   Taxes accrued                                                    23,152       13,899
   Other                                                            42,698       33,448
                                                                ----------   ----------
         Total current liabilities                                 415,592      427,045
                                                                ----------   ----------
Accumulated deferred income taxes                                  268,114      273,505
Accumulated deferred investment tax credits                         12,700       12,965
Regulatory liability                                                34,798       34,898
Other deferred credits and liabilities                              22,426       20,310
                                                                ----------   ----------
Total Capital and Liabilities                                   $1,857,326   $1,867,141
                                                                ==========   ==========

See Notes to Financial Statements

</TABLE>
                                       8
<PAGE>

<TABLE>
<CAPTION>


                    CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                               STATEMENT OF INCOME
                                    UNAUDITED
                             (Thousands of Dollars)



                                                  Three Months Ended     Twelve Months Ended
                                                    March 31,                 March 31,
                                                  ------------------   ------------------------
                                                  2001         2000        2001         2000
                                                  ----         ----        ----         ----

 OPERATING REVENUES:
 <S>                                         <C>          <C>         <C>          <C>
    Electric                                  $ 155,553    $ 202,503   $ 670,177    $ 846,469
    Gas                                         105,836       52,824     229,783      132,938
    Other                                            66         --            66         --
                                              ---------    ---------   ---------    ---------
 Total operating revenues                       261,455      255,327     900,026      979,407

 OPERATING EXPENSES:
    Operations
       Fuel and purchased power                 107,521       81,630     396,325      340,148
       Gas                                       80,305       31,714     158,926       71,816
       Other                                     29,761       42,996     120,322      193,220
                                              ---------    ---------   ---------    ---------
                                                217,587      156,340     675,573      605,184
    Maintenance                                   6,745       16,504      34,704      102,679
    Depreciation and amortization                12,191       21,350      51,925       84,897
    Income taxes                                  4,660       14,163      34,077       38,957
    Other taxes                                   9,502       11,236      36,898       41,950
                                              ---------    ---------   ---------    ---------
       Total operating expenses                 250,685      219,593     833,177      873,667

 OPERATING INCOME                                10,770       35,734      66,849      105,740

 OTHER INCOME AND (DEDUCTIONS):
    Allowance for equity funds used
       during construction                         --           --          --             (2)
    Miscellaneous, net                           10,090          377      37,593        2,051
                                              ---------    ---------   ---------    ---------
        Total other income and (deductions)      10,090          377      37,593        2,049

 INCOME BEFORE
    INTEREST CHARGES                             20,860       36,111     104,442      107,789

 INTEREST CHARGES:
    Interest                                     10,050        9,559      41,060       41,480
    Allowance for borrowed funds used
      during construction                           (65)         220        (523)         312
                                              ---------    ---------   ---------    ---------
        Net interest charges                      9,985        9,779      40,537       41,792
                                              ---------    ---------   ---------    ---------

NET INCOME                                       10,875       26,332      63,905       65,997

PREFERRED STOCK DIVIDENDS                           975          993       3,864        3,858
                                              ---------    ---------   ---------    ---------

NET INCOME AFTER PREFERRED
   STOCK DIVIDENDS                            $   9,900    $  25,339   $  60,041    $  62,139
                                              =========    =========   =========    =========


See Notes to Financial Statements

</TABLE>

                                       9

<PAGE>
<TABLE>
<CAPTION>


                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                             STATEMENT OF CASH FLOWS
                                    UNAUDITED
                             (Thousands of Dollars)



                                                          Three Months Ended
                                                              March 31,
                                                         --------------------
                                                          2001        2000
                                                          ----        ----
Cash Flows From Operating:
<S>                                                   <C>         <C>

   Net income                                          $ 10,875    $ 26,332
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                    12,191      21,350
        Allowance for funds used during construction        (65)        220
        Deferred income taxes, net                       (5,344)     (1,792)
        Deferred investment tax credits, net               (265)      1,199
        Changes in assets and liabilities:
           Receivables, net                              (7,145)      5,606
           Materials and supplies                        13,335      12,819
           Accounts and wages payable                    (9,729)    (21,657)
           Taxes accrued                                  9,253      18,858
           Other, net                                    15,572       2,797
                                                       --------    --------
Net cash provided by operating activities                38,678      65,732

Cash Flows From Investing:
   Construction expenditures                             (9,398)    (19,642)
   Allowance for funds used during construction              65        (220)
                                                       --------    --------
Net cash used in investing activities                    (9,333)    (19,862)

Cash Flows From Financing:
   Dividends on common stock                               --       (18,057)
   Dividends on preferred stock                            (975)       (993)
   Environmental bond redemption fund                      --       (51,100)
   Redemptions -
      Long-term debt                                     (5,000)     (5,000)
      Intercompany notes payable                        (20,245)    (21,180)
   Issuances -
      Long-term debt                                       --        51,100
                                                       --------    --------
Net cash used in financing activities                   (26,220)    (45,230)
                                                       --------    --------

Net change in cash and cash equivalents                   3,125         640
Cash and cash equivalents at beginning of year           29,801      12,536
                                                       --------    --------
Cash and cash equivalents at end of period             $ 32,926    $ 13,176
                                                       ========    ========

Cash paid during the periods:
   Interest (net of amount capitalized)                $  8,779    $  9,678
   Income taxes, net                                   $   --      $   --

See Notes to Financial Statements

</TABLE>






                                       10

<PAGE>

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2001


Note 1 - Central Illinois Public Service Company  (AmerenCIPS or the Registrant)
is a subsidiary  of Ameren  Corporation  (Ameren),  a holding  company under the
Public Utility Holding Company Act of 1935 (PUHCA). Ameren is the parent company
of the following operating subsidiaries:  the Registrant, Union Electric Company
(AmerenUE),  and AmerenEnergy  Generating Company (Generating Company), a wholly
owned subsidiary of AmerenEnergy  Resources Company  (Resources  Company).  Both
Ameren and its  subsidiaries  are subject to the  regulatory  provisions  of the
PUHCA.   The  Registrant  is  a  public  utility  engaged   principally  in  the
transmission,  distribution  and  sale of  electric  energy  and  the  purchase,
distribution,  transportation  and sale of natural gas in the state of Illinois.
Contracts  among the  Registrant  and other  Ameren  subsidiaries--dealing  with
interconnecting  transmission  lines and the  exchange  of  electric  power--are
regulated by the Federal Energy  Regulatory  Commission (FERC) or the Securities
and Exchange Commission (SEC).  Administrative  support services are provided to
the Registrant by a separate Ameren subsidiary,  Ameren Services Company (Ameren
Services). The Registrant serves 325,000 electric and 175,000 gas customers in a
20,000 square-mile region of central and southern Illinois.  The Registrant also
has a 20% interest in Electric Energy,  Inc. (EEI), which is accounted for under
the equity method of accounting.  EEI owns and/or operates  electric  generating
and transmission  facilities in Illinois that supply electric power primarily to
a uranium enrichment plant located in Paducah, Kentucky.

In  conjunction  with the Illinois  Electric  Service  Customer  Choice and Rate
Relief  Law of 1997 (the  Law),  on May 1, 2000,  following  the  receipt of all
required state and federal regulatory approvals,  the Registrant transferred its
electric  generating  assets and  liabilities,  at historical net book value, to
Generating  Company in exchange for a promissory note from Generating Company in
the principal amount of $552 million, $40 million of which is a current asset at
December 31,  2000,  and 1,000 shares of  Generating  Company  common stock (the
Transfer).  The  promissory  note bears  interest at 7 percent and has a term of
five years  payable  based on a 10-year  amortization.  The  transferred  assets
represent generating capacity of approximately 2,900 megawatts. Approximately 45
percent of the Registrant's  employees were transferred to Generating Company as
a part of the transaction.

In conjunction with the Transfer, an electric power supply agreement was entered
into between  Generating Company and its newly created  nonregulated  affiliate,
AmerenEnergy   Marketing  Company  (Marketing  Company),   also  a  wholly-owned
subsidiary of AmerenEnergy  Resources  Company.  In addition,  Marketing Company
entered into an electric power supply agreement with the Registrant to supply it
sufficient  energy and  capacity  to meet its  obligations  as a public  utility
through  December  31,  2004 (the  Power  Supply  Agreement).  A portion  of the
capacity and energy supplied by Generating  Company to Marketing Company will be
resold to the Registrant for resale to 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.  In  turn,  the
Registrant  will bill these  customers at rates which  approximate the costs the
Registrant incurs for its capacity and energy supplied by Marketing Company. For
the three-month and 12-month periods ended March 31, 2001, $101 million and $358
million, respectively, of the Registrant's purchased power was derived under the
Power Supply Agreement.

As  a  result  of  the  Transfer,  coupled  with  the  Power  Supply  Agreement,
prospectively  from May 1, 2000  through  December 31,  2004,  the  Registrant's
operating   revenues  will  include   revenues   derived  from  its  traditional
transmission and distribution operations,  as well as those revenues it receives
from its native load customers,  or new customers  allowed choice of an electric
supplier  under  state  law.  Sales  under  certain   wholesale   contracts  and
interchange  sales will no longer be  reflected  in  operating  revenues  of the
Registrant.  Instead,  those revenues will be recorded at Resources Company. The
Registrant's  operating expenses will include those expenses it incurs under its
traditional transmission and distribution operations, as well as purchased power
expenses incurred under the terms of the Power Supply Agreement.

In addition,  as a result of the Transfer,  the  Registrant  incurred a deferred
intercompany tax gain,  which resulted in an additional  deferred tax liability.
An intercompany  tax receivable with Generating  Company was established for the
deferred tax  liability.  This asset and liability will be amortized over twenty
years.

Note 2 - Financial  statement note  disclosures,  normally included in financial
statements prepared in conformity with generally accepted accounting principles,
have been omitted in this Form 10-Q pursuant to the Rules and Regulations of the
SEC. However, in the opinion of the Registrant, the disclosures contained in
                                       11
<PAGE>

this Form 10-Q are adequate to make the  information  presented not  misleading.
See Notes to Financial Statements included in the 2000 Form 10-K for information
relevant to the  financial  statements  contained  in this Form 10-Q,  including
information as to the significant accounting policies of the Registrant.

Note 3 - In the  opinion of the  Registrant,  the interim  financial  statements
filed as part of this Form 10-Q  reflect  all  adjustments,  consisting  only of
normal recurring adjustments,  necessary for a fair statement of the results for
the periods presented.

Note 4 - Due to the  effect of  weather  on sales and  other  factors  which are
characteristic of public utility  operations,  financial results for the periods
ended March 31, 2001 and 2000, are not necessarily  indicative of trends for any
three-month or 12-month period.

Note 5 - The Registrant has  transactions  in the normal course of business with
other Ameren  subsidiaries.  These transactions are primarily comprised of power
purchases and sales,  including power  purchases  derived under the Power Supply
Agreement between the Registrant and Marketing Company, and services received or
rendered.   Intercompany  receivables  included  in  other  accounts  and  notes
receivable were  approximately $22 million and $8 million,  respectively,  as of
March 31, 2001 and December 31, 2000. Intercompany payables included in accounts
and  wages  payable   totaled   approximately   $85  million  and  $75  million,
respectively, as of March 31, 2001 and December 31, 2000.

In addition,  the Registrant has the ability to borrow up to approximately  $914
million from Ameren,  AmerenUE or Ameren Services through a regulated money pool
agreement.  The total amount  available to the Registrant at any given time from
the  regulated  money pool is reduced by the amount of borrowings by AmerenUE or
Ameren  Services but  increased to the extent  AmerenUE or Ameren  Services have
surplus funds and the  availability  of other external  borrowing  sources.  The
regulated  money pool was  established  to  coordinate  and  provide for certain
short-term cash and working capital requirements of the Registrant, AmerenUE and
Ameren Services and is administered by Ameren  Services.  Interest is calculated
at varying  rates of interest  depending  on the  composition  of  internal  and
external  funds in the  regulated  money pool.  For the quarter  ended March 31,
2001, the average interest rate for the regulated money pool was 5.50%. For each
of the quarters  ended March 31, 2001 and 2000,  intercompany  interest  expense
totaled   approximately  $2  million.   Intercompany  interest  expense  totaled
approximately $9 million and $5 million,  respectively,  for the 12 months ended
March 31, 2001 and 2000. At March 31, 2001,  the  Registrant had $177 million of
intercompany  borrowings  outstanding  and $604  million  available  through the
regulated  money pool subject to reduction for  borrowings by AmerenUE or Ameren
Services.

In  conjunction   with  the  Transfer,   the  Registrant   incurred  a  deferred
intercompany tax gain,  which resulted in an additional  deferred tax liability.
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  March  31,  2001,  the  Registrant's   deferred  tax  liability  and
intercompany tax receivable was $207 million.

The Registrant's intercompany note receivable from Generating Company related to
the Transfer totaled approximately $552 million at March 31, 2001.  Intercompany
interest  income for the three months and 12 months ended March 31, 2001 totaled
approximately $10 million and $35 million, respectively.

Note 6 - In the fourth quarter of 2000,  the Registrant  announced its intention
to withdraw from the Midwest  Independent  System Operator  (Midwest ISO) and to
join  the  Alliance  Regional  Transmission  Organization  (Alliance  RTO),  and
recorded a pretax  charge to earnings of $8 million  ($5 million  after  taxes),
which related to the  Registrant's  estimated  obligation  under the Midwest ISO
agreement for costs incurred by the Midwest ISO, plus  estimated exit costs.  In
January 2001, the FERC conditionally approved the formation,  including the rate
structure,  of the Alliance RTO, and the Registrant announced that it had signed
an agreement to join the Alliance RTO. In February 2001, in a proceeding  before
the FERC,  the Alliance RTO and the Midwest ISO reached an agreement  that would
enable the  Registrant to withdraw from the Midwest ISO and to join the Alliance
RTO.  In  April  2001,   this   settlement   agreement   was  certified  by  the
Administrative Law Judge of the FERC and submitted to the FERC Commissioners for
approval.  The  settlement  agreement was approved by the FERC in May 2001.  The
Registrant's transfer of control and operation of its transmission assets to the
Alliance RTO remains  subject to ICC approval and its membership in the Alliance
RTO is subject to SEC approval under the PUHCA.  At this time, the Registrant is
unable to determine the impact that its withdrawal  from the Midwest ISO and its
participation in the Alliance RTO will have on its future  financial  condition,
results of operation or liquidity.

Note 7 - Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities" became effective on January
1, 2001. SFAS 133 establishes accounting and reporting standards for derivative

                                       12
<PAGE>

financial  instruments,  including certain  derivative  instruments  embedded in
other  contracts,  and for hedging  activities  and requires  recognition of all
derivatives  as either assets or  liabilities  on the balance sheet  measured at
fair value. The intended use of the derivatives and their  designation as either
a fair  value  hedge,  a cash flow  hedge,  or a  foreign  currency  hedge  will
determine  when the gains or losses on the  derivatives  are to be  reported  in
earnings and when they are to be reported as a component of other  comprehensive
income in stockholder's  equity.  SFAS 133 did not have a material impact on the
Registrant's financial position or results of operations upon adoption.

Note 8 - Segment  information  for the three  month and 12 month  periods  ended
March 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
(in thousands)                              Electric     Gas     Other     Total
--------------------------------------------------------------------------------
Three months ended March 31, 2001:
<S>                                        <C>        <C>        <C>        <C>

Revenues                                    $155,553   $105,836   $66   $261,455
Operating Income                               2,971      7,733    66     10,770
--------------------------------------------------------------------------------

Three months ended March 31, 2000:

Revenues                                    $202,503   $ 52,824    --   $255,327
Operating Income                              30,032      5,702    --
                                                                          35,734
--------------------------------------------------------------------------------

12 months ended March 31, 2001:

Revenues                                    $670,177   $229,783   $66   $900,026
Operating Income                              49,974     16,809    66     66,849
--------------------------------------------------------------------------------

12 months ended March 31, 2000:

Revenues                                    $846,469   $132,938   --    $979,407
Operating Income                              95,903      9,837   --     105,740
--------------------------------------------------------------------------------
</TABLE>
                                       13
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

         (a)(i)  Exhibits.

                 Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges
                 and Preferred Stock Dividend Requirements, 12 Months Ended
                 March 31, 2001.

         (a)(ii) Exhibits Incorporated by Reference.

                 4.1 -  Supplemental  Indenture  dated  December 1, 1998
                        relating to Senior Note Mortgage Bonds Series AA-1 and
                        AA-2 (File No. 333-59438, Exhibit 4.2).

                 4.2 -  Indenture dated as of December 1, 1998 between the
                        Registrant and The Bank of New York, as Trustee,
                        relating to the Senior Notes [including as exhibits
                        the forms of the Senior Notes] (File No. 333-59438,
                        Exhibit 4.4).

                10.1 -  2nd Amended Electric Power Supply Agreement between
                        Generating Company and AmerenEnergy Marketing Company
                        [Marketing Co.] (March 31, 2001 Ameren Corporation
                        Form 10-Q, Exhibit 10.1).

                10.2 -  Amended Electric Power Supply Agreement between
                        Marketing Co. and AmerenCIPS (March 31, 2001 Ameren
                        Corporation Form 10-Q, Exhibit 10.2).

         (b)    Reports on Form 8-K. The Registrant filed a report on Form 8-K
                dated January 11, 2001 reporting the recording of a
                nonrecurring charge in the fourth quarter of 2000 as a result
                of its decision to withdraw from the Midwest ISO.

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


                                   SIGNATURES

         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/ Warner L. Baxter
                               ------------------------------------------------
                                   Warner L. Baxter
                                Vice President and Controller
                                (Principal Accounting Officer)


Date:  May 15, 2001

                                       14

<PAGE>
<TABLE>
<CAPTION>
                                                                                                Exhibit 12

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND
REQUIREMENTS

                                                                                                 12 Months
                                                                                                   Ended
                                            Year Ended December 31,                              March 31,
                                        --------------------------------------------------------------------
                                        --------------------------------------------------------------------

                                          1996        1997       1998       1999       2000         2001

                                            Thousands of Dollars Except Ratios

<S>                                      <C>        <C>        <C>        <C>        <C>           <C>

Net Income                                $77,393    $38,620    $80,147    $53,980    $79,362       $63,905
Add- Extraordinary items net of tax             -     24,853          -          -          -             -
                                        ----------   --------   --------   --------   --------   -----------
                                        ----------   --------   --------   --------   --------   -----------
Net income from continuing operations      77,393     63,473     80,147     53,980     79,362        63,905

   Taxes based on income                   47,286     33,922     45,412     30,763     43,661        34,223
                                        ----------   --------   --------   --------   --------   -----------
                                        ----------   --------   --------   --------   --------   -----------

Net income before income taxes            124,679     97,395    125,559     84,743    123,023        98,128
                                        ----------   --------   --------   --------   --------   -----------
                                        ----------   --------   --------   --------   --------   -----------



Add- fixed charges:
   Interest on long term debt              31,409     32,271     37,260     38,223     28,935        28,545
   Other interest                           4,636      2,875      1,647      3,373      8,497         9,410
   Amortization of net debt premium,
      discount, expenses and losses         1,709      1,643      1,132      1,139      2,880         2,847

                                        ----------   --------   --------   --------   --------   -----------
                                        ----------   --------   --------   --------   --------   -----------
Total fixed charges                        37,754     36,789     40,039     42,735     40,312        40,802
                                        ----------   --------   --------   --------   --------   -----------
                                        ----------   --------   --------   --------   --------   -----------

Earnings available for fixed charges      162,433    134,184    165,598    127,478    163,335       138,930
                                        ==========   ========   ========   ========   ========   ===========
                                        ==========   ========   ========   ========   ========   ===========

Ratio of earnings to fixed charges           4.30       3.64       4.13       2.98       4.05          3.40
                                        ==========   ========   ========   ========   ========   ===========
                                        ==========   ========   ========   ========   ========   ===========


Earnings required for preferred dividends:
   Preferred stock dividends                3,721      3,715      3,745      3,833      3,882         3,864
   Adjustment to pre-tax basis              2,273      1,985      2,122      2,185      2,135         2,071
                                        ----------   --------   --------   --------   --------   -----------
                                        ----------   --------   --------   --------   --------   -----------
                                            5,994      5,700      5,867      6,018      6,017         5,935

Fixed charges plus preferred stock
    dividend requirements                  43,748     42,489     45,906     48,753     46,329        46,737
                                        ==========   ========   ========   ========   ========   ===========
                                        ==========   ========   ========   ========   ========   ===========

Ratio of earnings to fixed charges plus
    preferred stock dividend                 3.71       3.15       3.60       2.61       3.52          2.97
    requirements                        ==========   ========   ========   ========   ========   ===========
                                        ==========   ========   ========   ========   ========   ===========


</TABLE>