POWER OF ATTORNEY

       WHEREAS, CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, an Illinois corporation
(herein  referred to as the "Company"),  is required to file with the Securities
and Exchange Commission,  under the provisions of the Securities Exchange Act of
1934, as amended, its annual report on Form 10-K for the year ended December 31,
2000; and

      WHEREAS, each of the below undersigned holds the office or offices in the
Company set opposite his name;

       NOW,  THEREFORE,  each of the undersigned hereby constitutes and appoints
Gary  L.   Rainwater   and/or   Steven   R.   Sullivan   the  true  and   lawful
attorneys-in-fact  of the  undersigned,  for and in the name, place and stead of
the undersigned,  to affix the name of the undersigned to said Form 10-K and any
amendments  thereto,  and, for the performance of the same acts, each with power
to  appoint  in their  place  and  stead  and as their  substitute,  one or more
attorneys-in-fact  for the  undersigned,  with full power of revocation;  hereby
ratifying  and  confirming  all that  said  attorneys-in-fact  may do by  virtue
hereof.

       IN WITNESS  WHEREOF,  the undersigned  have hereunto set their hands this
8th day of February 2001:

Gary L. Rainwater, President, Chief
       Executive Officer and Director
       (Principal Executive Officer)               /s/ Gary L. Rainwater
                                               ------------------------------

Paul A. Agathen, Director                          /s/ Paul A. Agathen
                                               ------------------------------

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

Donald E. Brandt, Director                         /s/ Donald E. Brandt
                                               ------------------------------

Charles W. Mueller, Director                       /s/ Charles W. Mueller
                                               ------------------------------

Jerre E. Birdsong, Treasurer
       (Principal Financial Officer)               /s/ Jerre E. Birdsong
                                               ------------------------------


STATE OF MISSOURI        )
                         )  SS.
CITY OF ST. LOUIS        )

       On this 8th day of  February,  2001,  before me, the  undersigned  Notary
Public in and for said State,  personally appeared the above-named  officers and
directors of Central  Illinois  Public  Service  Company,  known to me to be the
persons  described  in and who  executed  the  foregoing  power of attorney  and
acknowledged  to me that they  executed  the same as their free act and deed for
the purposes therein stated.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.



                                 /s/ K. A. Bell
                   -------------------------------------------
                                   K. A. BELL
                           Notary Public - Notary Seal
                                STATE OF MISSOURI
                                St. Louis County
                     My Commission Expires: October 13, 2002