Exhibit 99.01



                   DESCRIPTION OF CAPITAL STOCK - CIPSCO

     General.  The authorized capital stock of CIPSCO consists of 4,600,000
shares of Preferred Stock, without par value, issuable in series, of which
none are outstanding and 100,000,000 shares of Common Stock without par
value of which 34,069,542 shares were outstanding at December 31, 1996.

     The following statements, unless the context otherwise indicates, are
brief summaries of the substance or general effect of certain provisions of
CIPSCO's Amended and Restated Articles of Incorporation ("CIPSCO Articles")
and the CIPS Restated Articles of Incorporation and the resolutions
establishing series of Preferred Stock (collectively, the "CIPS Articles"),
and of the CIPS Mortgage Indenture securing outstanding First Mortgage
Bonds of CIPS.  Such statements make use of defined terms and are not
complete; they are subject to all the provisions of the CIPSCO Articles,
the CIPS Articles or the CIPS Mortgage Indenture, as the case may be.

     Preferred Stock.  The CIPSCO Articles grant the Board of Directors of
CIPSCO the authority to determine how shares of Preferred Stock may be
divided into and issued in series, and on what terms and for what
consideration such shares shall be issued.  In addition, the CIPSCO
Articles grant the Board the authority to fix and determine the following
relative rights and preferences of shares of each such series of Preferred
Stock:  (1) the distinctive designation of, and the number of shares that
constitute, such series and the "stated value" or "nominal value," if any,
thereof; (2) the rate or rates of dividend (or method of determining the
rate or rates) applicable to shares of such series; (3) the price at which,
and the terms and conditions on which, shares of such series may be
redeemed by CIPSCO; (4) the amount payable upon shares of such series in
the event of the involuntary liquidation of CIPSCO; (5) the amount payable
upon shares of such series in the event of the involuntary liquidation of
CIPSCO; (6) sinking fund provisions for the redemption or purchase of
shares of such series; (7) the terms and conditions on which shares of such
series may be converted, if such shares are issued with the privilege of
conversion; (8) the voting rights (including, but not limited to, any
special voting rights), if any, of the holders of shares of such series,
provided that in no event shall any share of Preferred Stock be entitled to
more than a number of votes equal to the amount determined by dividing the
amount payable on such share (exclusive of accrued dividends) in the event
of the involuntary liquidation of CIPSCO by $100.


     Dividend Rights.  Dividends are payable on CIPSCO's Common Stock if
and when declared by the Board of Directors of CIPSCO and no restrictions
are placed on the declaration of dividends by the CIPSCO Articles.  The
ability of CIPSCO to pay dividends is dependent upon distributions made to
it by CIPS, CIC and amounts earned by CIPSCO on its other investments.

     Whenever dividends on all outstanding shares of the CIPS Preferred
Stock of all series for all previous quarter-yearly dividend periods and
the current quarter-yearly dividend period shall have been paid or declared
and set apart for payment, and whenever all amounts required to be set
aside for any sinking fund for the redemption or purchase of shares of the
CIPS Preferred Stock for all previous periods or dates shall have been paid
or set aside, and subject to the limitations summarized below, the Board of
Directors of CIPS may declare dividends on the CIPS Common Stock out of any
surplus or net profits of the Company legally available for the purpose.
The CIPS Mortgage Indenture provides, in effect, that CIPS will not declare
or pay any dividends (other than in stock) on its Common Stock, or make any
other distribution on or purchase any CIPS Common Stock, unless the total
amount charged or provided for maintenance, repairs and depreciation of the
mortgaged properties subsequent to December 31, 1940, plus the surplus
earned during the period and remaining after any such dividend,
distribution or purchase, shall equal at least 15% of the total utility
operating revenues of CIPS for the period, after deducting from such
revenues the cost of electricity and gas purchased for resale.  The CIPS
Articles provide in effect that, so long as any Preferred Stock is
outstanding, the total amount of all dividends or other distributions on
CIPS Common Stock (other than in stock) that may be paid, and purchases of
CIPS Common Stock that may be made, during any 12-month period shall not
exceed (a) 75% of the net income of CIPS (as defined) for the 12-month
period next preceding each such dividend, distribution or purchase, if the
ratio of "common stock equity" to "total capital" (as defined) is 20% to
25%, or (b) 50% of such net income if such ratio is less than 20%.  If such
ratio is in excess of 25%, no such dividends may be paid or distributions
or purchases made that would reduce such ratio to less than 25% except to
the extent permitted by clauses (a) and (b).  At December 31, 1996, no
amount of retained earnings was restricted as to the payment of dividends
on CIPS Common Stock under the foregoing provisions of the CIPS Mortgage
Indenture or the CIPS Articles.

     Voting Rights.  Under Illinois law and the CIPSCO Articles, each share
of Common Stock of CIPSCO is entitled to one vote on each matter voted on
at all meetings of shareholders, with the right of cumulative voting in the
election of directors and, in accordance with Illinois law, the right to
vote as a class on certain questions.  Preferred Stock may have such voting
rights as are established by the Board of Directors subject to the
provisions of the CIPSCO Articles described under "Preferred Stock" above.


     Preemptive Rights.  Holders of CIPSCO's capital stock have no
preemptive subscription rights.

     Liquidation Rights.  In the event of any liquidation or dissolution of
CIPSCO, holders of CIPSCO Common Stock are entitled to share ratably in the
net assets and profits of CIPSCO remaining after the payment in full to the
holders of the CIPSCO Preferred Stock of the aggregate preferential amount
payable in respect of such Preferred Stock in any such event.

     Miscellaneous.  The Transfer Agent for the CIPSCO Common Stock is
Illinois Stock Transfer Company, Chicago, Illinois; and the Registrar is
Harris Trust and Savings Bank, Chicago, Illinois.

     CIPSCO reserves the right to increase, decrease or reclassify its
authorized capital stock or any class or series thereof, and to amend or
repeal any provisions in the CIPSCO Articles, in the manner prescribed by
law; and all rights conferred on shareholders in the CIPSCO Articles are
subject to this reservation.