Exhibit 99



                    DESCRIPTION OF CAPITAL STOCK - CIPS

     General.  The authorized capital stock of Central Illinois Public
Service Company (CIPS) consists of 2,000,000 shares of Cumulative Preferred
Stock, par value $100 per share, issuable in series, of which 800,000
shares are outstanding; 2,600,000 shares of Cumulative Preferred Stock
without par value, issuable in series, of which no shares are outstanding
(both such classes of preferred stock being hereinafter collectively
referred to as the "Preferred Stock"); and 45,000,000 shares of Common
Stock without par value of which 25,452,373 shares were outstanding (all of
which were held by Ameren Corporation) at December 31, 1997.

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

     Dividend Rights.  Whenever dividends on all outstanding shares of the
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 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 CIPS legally available for the
purpose.  Currently, none of the series of the Preferred Stock have a
sinking fund for the redemption or purchase of shares of such series.  The
Mortgage Indenture provides, in effect, that CIPS will not declare or pay
any dividends (other than in stock) on CIPS Common Stock, or make any other
distribution on or purchase any 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 CIPS' total utility
operating revenues for the period, after deducting from such revenues the
cost of electricity and gas purchased for resale.  The 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 Common Stock that may be
made, during any 12-month period shall not exceed (a) 75% of CIPS' net
income (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, 1997, no amount of retained earnings
was restricted as to the payment of dividends on CIPS Common Stock under
the foregoing provisions of the Mortgage Indenture or the Articles.

     Voting Rights.  Under Illinois law, each share of stock of CIPS,
common and preferred, 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 the right to vote as a class on certain
questions.  The Articles give to holders of Preferred Stock certain special
voting rights designed to protect their interests with respect to specified
corporate action, including certain amendments to the Articles, the
issuance of Preferred Stock or parity stock, the issuance or assumption of
certain unsecured indebtedness, and mergers, consolidations or sales or
leases of substantially all of CIPS' assets.

     Preemptive Rights. Holders of CIPS Common Stock have no preemptive
subscription rights.

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

     Miscellaneous.  The Transfer Agent and Registrar for the CIPS Common
Stock is Ameren Services Company, St. Louis, Missouri.

     CIPS 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 Articles; and all rights conferred on
shareholders in the Articles are subject to this reservation.