CENTRAL ILLINOIS LIGHT COMPANY
                      As Amended Effective April 1, 1995


ARTICLE I:  LOCATION OF OFFICES

     Section 1 - Principal Office:  The principal office of the Company shall 
     be in the City of Peoria, Illinois, at such place as the Board of 
     Directors may designate.

     Section 2 - Other Offices:  The Company may have and maintain such other 
     offices as the Board of Directors may deem expedient.


ARTICLE II:  CORPORATE SEAL

     Section 1 - The Company shall have a corporate seal with the name of the  
     Company described about a circle and the words "Incorporated 1913 
     Illinois" within such circle.


ARTICLE III:  FISCAL YEAR

     Section 1 - The fiscal year of the Company shall begin with the first day 
     of January and end with the thirty-first day of December of each year.


ARTICLE IV:  SHAREHOLDERS' MEETINGS

     Section 1 - Annual Meeting:  The annual meeting of the shareholders shall 
     be held at the principal office of the Company on the fourth Tuesday of 
     April in each year if not a legal holiday, and if a legal holiday, then 
     on the next day following which is not a legal holiday nor a Saturday or 
     a Sunday. Such annual meeting shall commence at a time determined by the 
     Board of Directors specified in a notice of such annual meeting sent to 
     shareholders, which shall not be earlier than 9:00 AM, nor later than 
     3:00 PM, local time at the place of the meeting.

     Section 2 - Special Meetings:  Unless otherwise provided by law, special 
     meetings of the shareholders may be called by the Board of Directors, by 
     the Chairman of the Board, by the President, by the Secretary under the 
     written direction of a majority of the Directors, or by shareholders 
     holding not less than one-fifth of the total capital stock. Such meetings 
     shall be held at the principal office of the Company, or if the Board of 
     Directors or the Chairman of the Board or the President shall designate 
     another place, then at such other place as may be so designated.

     Section 3 - Notices:  Written notice of either annual or special meetings 
     shall be mailed at least ten days prior to the meeting, or in the case of 
     a merger, consolidation, share exchange, dissolution or sale, lease or 
     exchange of assets at least twenty days prior to the meeting, to each 
     shareholder at his last known address as the same appears on the stock 
     books of the Company.  Such notice shall specify the time and place of 
     holding the meeting and shall further specify the dates for closing and 
     opening the stock transfer books of the Company, provided the Board of 
     Directors shall have ordered them closed.

               Notices of special meetings shall further specify the purpose 
     for which the meeting is called and no other business shall be transacted 
     at such special meeting.

               No notice of a special meeting shall be necessary provided 
     every shareholder shall have signed a written waiver of such notice or 
     shall be present or represented by proxy at the meeting.

               No notice of the holding of an adjourned meeting shall be 
     necessary.

     Section 4 - Quorum:  The holders of a majority of the stock of the 
     Company issued and outstanding shall constitute a quorum for the 
     transaction of business at any meeting but a less number may convene and 
     adjourn.

     Section 5 - Voting:  Shareholders may vote at all meetings in person or 
     by proxy.

               At all meetings, each share of stock shall be entitled to one 
     vote on all questions and a majority of the votes cast at any such 
     meeting shall be sufficient for the adoption or rejection of any question 
     presented, unless otherwise provided by law.

               In the election of Directors, each shareholder shall have the 
     right to cast as many votes in the aggregate as shall equal the number of 
     shares of stock held by such shareholder, multiplied by the number of 
     Directors to be then elected, and each shareholder may cast the whole 
     number of votes for one candidate or distribute them among two or more 
     candidates.


ARTICLE V:  DIRECTORS

     Section 1 - Number:  The Board of Directors of this Company shall consist 
     of eleven members.

     Section 2 - Election:  The Directors shall be elected annually at the 
     annual meeting of the shareholders, provided that in the event of failure 
     to hold such meeting or to hold said election thereat, it may be held at 
     any special meeting of shareholders called for that purpose.

               Unless sooner terminated by any other provision hereof, the 
     term of any director shall automatically expire at the first annual 
     meeting of the shareholders following his or her attainment of the age of 
     67. Provided, however, that the term of any director serving in such 
     capacity and over the age of 60 on August 20, 1993 shall automatically 
     expire at the first annual meeting of the shareholders following his or 
     her attainment of the age of 70. No Director who is an officer or 
     full-time employee of the Company, except the Chief Executive Officer, 
     shall be re-elected to the Board after retirement. The Chief Executive 
     Officer may be re-elected as a Director for one full term after 
     retirement.

               The Chief Executive Officer may appoint inspectors or judges 
     for such election who shall pass upon the validity of all proxies, 
     receive and count the votes cast, and make a report thereof to the 
     shareholders' meeting.

     Section 3 - Term of Office:  The Directors shall hold office from the 
     date of their election until the next succeeding annual meeting or until 
     their successors are elected and shall qualify.

     Section 4 - Vacancies:  Any vacancy occurring in the Board of Directors 
     and any directorship to be filled by reason of an increase in the number 
     of Directors shall be filled in the manner provided by the laws of 
     Illinois then in effect.

     Section 5 - Fees:  Directors shall be reimbursed for expenses, if any, 
     incurred in attending meetings of the Board of Directors and in otherwise 
     performing duties of such Directors.  Directors' fees shall be fixed by 
     the Board of Directors, provided that any Director who receives 
     compensation from the Company as an officer or full-time employee shall 
     not receive Director's fees.

     Section 6 - Executive or Other Committees:  The Board of Directors may 
     authorize appointment of an Executive Committee or other committees of 
     the Board as the Board of Directors determines to be desirable, and may 
     fix the number of members and designate the chairman of each such 
     committee.  The powers, terms of office, and method of filing vacancies 
     shall be as defined in the resolution or resolutions of the Board of 
     Directors relating to the authorization of such committees. Each such 
     committee shall make a written report or recommendation following its 
     meetings or keep minutes of all of its meetings.


ARTICLE VI:  DIRECTORS' MEETINGS

     Section 1 - Regular Meetings:  Regular meetings of the Board of Directors 
     shall be held at the principal office of the Company or at such other 
     place or places, within or without the State of Illinois, at such time 
     and day as the Board of Directors may designate.

     Section 2 - Special Meetings:  Unless otherwise provided by law, special 
     meetings of the Board of Directors may be held at any time, at the 
     principal office of the Company or elsewhere, within or without the 
     state.

               The Secretary or Assistant Secretary shall call a special 
     meeting whenever so requested by the Chairman of the Board, the 
     President, a Vice President, or by three Directors.

     Section 3 - Organization Meeting:  As soon as possible after their 
     election, the Board of Directors shall meet and organize and they may 
     also transact such other business as may be presented, provided the same 
     shall receive the affirmative votes of a majority of the constituent 
     membership of the Board.

     Section 4 - Notice:  No notice shall be required for a regular meeting.

               No notice shall be required for an "Organization Meeting," if 
     held on the same day as the shareholders' meeting at which the Directors 
     were elected.

               No notice of the holding of an adjourned meeting shall be 
     necessary.

               A reasonable notice of special meetings, in writing or 
     otherwise, shall be given to each Director or sent to his residence or 
     place of business.

               Notice of special meeting shall specify the time and place of 
     holding the meeting and, unless otherwise stated, any and all business 
     may be transacted at such special meeting.

               Notice of any meeting may be waived in writing.

     Section 5 - Quorum:  At all meetings of the Board of Directors, a 
     majority shall constitute a quorum, but a less number may convene and 
     adjourn.

     Section 6 - Voting:  All questions coming before any meeting of the Board 
     of Directors for action shall be decided by a majority vote of the 
     Directors present at said meeting, unless otherwise provided by law or by 
     these Bylaws.


ARTICLE VII:  OFFICERS

     Section 1 - General:  The principal officers of the Company shall be 
     elected by the Board of Directors.  They shall include a President, one 
     or more Vice Presidents, one or more of whom may be designated as 
     Executive or Senior Vice President, one or more Assistant Vice 
     Presidents, a Secretary and a Treasurer, and may include a Chairman of 
     the Board.  The Board of Directors may appoint or remove such other 
     officers and agents of the Company as it may deem proper or may delegate 
     such authority to the Chief Executive Officer. The Chief Executive 
     Officer of the Company shall be the President or Chairman of the Board, 
     as designated by the Board of Directors. In the event that a Chairman of 
     the Board has not been elected, the President shall be the Chief 
     Executive Officer.

     Section 2 - Qualifications:  The Chairman of the Board, if one is 
     elected, and the President shall be chosen from among the Board of 
     Directors.

     Section 3 - Election:  The principal officers shall be elected annually 
     at the organization meeting of the Directors, provided that any such 
     officers not elected at such meeting may be elected at any succeeding 
     meeting of the Directors.

     Section 4 - Term of Office:  The principal officers shall hold office 
     from the date of their election until the next succeeding organization 
     meeting of Directors or until their successors are elected and shall 
     qualify, provided that the Directors shall at all times have the power to 
     remove any officer, when in their judgment such removal may be to the 
     best interests of the Company.

     Section 5 - Vacancies:  Any vacancy or vacancies among the officers, 
     arising from any cause, shall be filled by the Directors as provided 
     above.

     Section 6 - Compensation:  The compensation of the principal officers 
     shall be fixed by the Board of Directors.  The compensation of other 
     officers shall, in the absence of any action by the Board of Directors, 
     be fixed by the Chief Executive Officer.

     Section 7 - Combining Offices:  Except to the extent otherwise provided 
     by law, any two or more of such offices may be held by the same person 
     but no officer shall execute, acknowledge, or verify any instrument in 
     more than one capacity if such instrument is required by law or by the 
     Bylaws to be executed, acknowledged, or verified by any two or more 
     officers.


ARTICLE VIII:  AGENTS

     Section 1 - Depositories:  The funds of the Company, from any source, 
     shall be deposited in the name of the Company with such depositories as 
     may be designated by the Board of Directors.


ARTICLE IX:  POWERS AND DUTIES

     Section 1 - Directors:  The Board of Directors shall have and exercise 
     all power and authority in the government of the affairs of the Company 
     except where specifically excepted by law or by these Bylaws.

     Section 2 - Chairman of the Board:  The Chairman of the Board, if one is 
     elected, shall preside at all meetings of the shareholders and the Board 
     of Directors.  He shall do and perform all acts and things incident to 
     the position of Chairman of the Board and such other duties as may be 
     assigned to him by the Board of Directors.

     Section 3 - President:  The President shall have the general control and 
     management of the business and affairs of the Company, subject, however, 
     to the supervision of the Board of Directors.  He shall perform and do 
     all acts and things incident to the position of President and such other 
     duties as may be assigned to him by the Board of Directors.  In the 
     absence or disability of the Chairman of the Board, or if a Chairman of 
     the Board has not been elected, he shall have and exercise all of the 
     powers and duties of that office.

     He shall appoint such agents and employees as he may deem necessary 
     for the proper conduct of the business of the Company and shall prescribe 
     their duties and fix their compensation, provided that the Board of 
     Directors shall at all times have the power to remove any agent or 
     employee, when, in their judgment, such removal may be to the best 
     interest of the Company.

     Section 4 - Vice Presidents:  The Vice Presidents shall perform such of 
     the duties of the President and such other duties on behalf of the 
     Company as may be respectively assigned to them by the Board of 
     Directors, or the Chief Executive Officer. In the absence or disability 
     of the President or in the case of his death, resignation, or removal 
     from office, the powers and duties of the President shall temporarily 
     pass to such one of the Vice Presidents as the Board of Directors shall 
     have designated or shall designate, and the Vice President so designated 
     shall have and exercise all the powers and duties of the President during 
     such absence or disability or until the vacancy in the office of 
     President shall be filled.

     Section 5 - Assistant Vice Presidents:  The Assistant Vice Presidents 
     shall perform such of the duties of the Vice Presidents and such other 
     duties on behalf of the Company as may be respectively assigned to them 
     by the Board of Directors, the Chief Executive Officer or a Vice 
     President who would otherwise perform such duties.

     Section 6 - Secretary:  Subject to the supervision of the Board of 
     Directors and the Chief Executive Officer, the Secretary shall have the 
     custody of the corporate seal and records of the Company and shall 
     prepare and file all reports required by law to be made to any and all 
     public authorities and officials.

               He shall act as Secretary at meetings of the shareholders and 
     Directors and shall be responsible for keeping and recording the minutes 
     of all meetings in a suitable minute book and shall attend to publishing, 
     giving, and serving all official notices of the Company. He shall be 
     responsible for keeping the capital stock records.

               He shall perform such other duties as may be assigned to him by 
     the Board of Directors and the Chief Executive Officer.

     Section 7 - Treasurer:  Subject to the supervision of the Board of 
     Directors and Chief Executive Officer, the Treasurer shall have the 
     custody of all funds and securities of the Company and charge of the 
     collection of amounts due the Company.

               He shall disburse the funds of the Company only upon receipt of 
     properly authorized vouchers and shall keep a record of all receipts and 
     disbursements of funds by him.

               He shall have authority to give receipts for moneys paid to the 
     Company and to endorse checks, drafts, and warrants in the name of the 
     Company.

               He shall perform such other duties as may be assigned to him by 
     the Board of Directors and Chief Executive Officer.

     Section 8 - Other Officers and Agents:  The powers and duties of such 
     other officers and agents shall be prescribed by the Board of Directors 
     or the Chief Executive Officer.


ARTICLE X:  STOCK

     Section 1 - Stock Certificates:  The shares of stock of the Company shall 
     be represented by certificates signed by the President or a Vice 
     President and the Secretary or an Assistant Secretary and sealed with the 
     seal of the Company.  Such seal may be a facsimile.  Where such 
     certificate is countersigned by a Transfer Agent other than the Company 
     itself or an employee of the Company, or by a Transfer Clerk and 
     registered by a Registrar, the signatures of the President or Vice 
     President and the Secretary or Assistant Secretary upon such certificate 
     may be facsimiles engraved or printed.  In case any officer who has 
     signed or whose facsimile signature has been placed upon such certificate 
     shall have ceased to be such officer before such certificate is issued, 
     it may be issued by the Company with the same effect as if such officer 
     had not ceased to be such at the date of its issue.

     Section 2 - Stock Transfer Books:  The stock shall be transferable on the 
     stock transfer books of the Company in person or by proxy duly 
     authorized, and upon surrender and cancellation of the old certificates 
     therefor.

     Section 3 - Replacing Certificates:  In case of the loss or destruction 
     of any certificate of stock and the submission of proper proof thereof by 
     the owner, a new certificate may be issued in lieu thereof under such 
     regulations and restrictions as the Board of Directors may prescribe.


ARTICLE XI:  DIVIDENDS

     Section 1 - The Directors may declare, from the net profits or surplus of 
     the Company, dividends upon its capital stock, payable at such times and 
     for such amounts as they may determine in conformity with the Articles of 
     Incorporation of the Company, as amended, and the laws of the State of 
     Illinois.


ARTICLE XII:  AUTHORIZED SIGNATURES

     Section 1 - All checks, drafts, and other negotiable instruments issued 
     by the Company shall be made in the name of the Company and shall be 
     signed by such officer or officers of the Company, or by such other 
     person or persons as the Board of Directors may designate.  To the extent 
     authorized by the Board of Directors, facsimile signatures may be used.



ARTICLE XIII:  FIDELITY BONDS

     Section 1 -  The officers and employees of the Company shall, in the 
     discretion of the President, give bonds for the faithful discharge of 
     their respective duties, in such form and for such amounts as may be 
     directed by the President.


ARTICLE XIV:  AMENDMENTS

     Section 1 -  The Bylaws of the Company may be altered, amended, or 
     repealed by either the shareholders or the Board of Directors.


ARTICLE XV:  INDEMNIFICATION

     Section 1 -  The Company shall indemnify any person who was or is a party 
     or is threatened to be made a party to any threatened, pending or 
     completed action, suit or proceeding, whether civil, criminal, 
     administrative or investigative (other than an action by or in the right 
     of the Company) by reason of the fact that he or she is or was a 
     director, officer, employee or agent of the Company, or who is or was 
     serving at the request of the Company as a director, officer, employee or 
     agent of another corporation, partnership, joint venture, trust or other 
     enterprise, against expenses (including attorneys' fees), judgments, 
     fines and amounts paid in settlement actually and reasonably incurred by 
     such person in connection with such action, suit or proceeding, if such 
     person acted in good faith and in a manner he or she reasonably believed 
     to be in, or not opposed to, the best interests of the Company, and, with 
     respect to any criminal action or proceeding, had no reasonable cause to 
     believe his or her conduct was unlawful.  The termination of any action, 
     suit or proceeding by judgment, order, settlement, conviction, or upon a 
     plea of nolo contendere or its equivalent, shall not, of itself, create a 
     presumption that the person did not act in good faith and in a manner 
     which he or she reasonably believed to be in or not opposed to the best 
     interests of the Company or, with respect to any criminal action or 
     proceeding, had reasonable cause to believe that his or her conduct was 
     unlawful.

     Section 2 -  The Company shall indemnify any person who was or is a party 
     or is threatened to be made a party to any threatened, pending or 
     completed action or suit by or in the right of the Company to procure a 
     judgment in its favor by reason of the fact that such person is or was a 
     director, officer, employee or agent of the Company, or is or was serving 
     at the request of the Company as a director, officer, employee or agent 
     of another corporation, partnership, joint venture, trust or other 
     enterprise, against expenses (including attorneys' fees) actually and 
     reasonably incurred by such person in connection with the defense or 
     settlement of such action or suit, if such person acted in good faith and 
     in a manner he or she reasonably believed to be in, or not opposed to, 
     the best interests of the Company, provided that no indemnification shall 
     be made in respect of any claim, issue or matter as to which such person 
     shall have been adjudged to be liable for negligence or misconduct in the 
     performance of his or her duty to the Company, unless, and only to the 
     extent that the court in which such action or suit was brought shall 
     determine upon application that, despite the adjudication of liability, 
     but in view of all circumstances of the case, such person is fairly and 
     reasonably entitled to indemnity for such expenses as the court shall 
     deem proper.

     Section 3 -  To the extent that a director, officer, employee or agent of 
     the Company has been successful, on the merits or otherwise, in the 
     defense of any action, suit or proceeding referred to in Sections l and 2 
     of this Article, or in defense of any claim, issue or matter therein, 
     such person shall be indemnified against expenses (including attorneys' 
     fees) actually and reasonably incurred by such person in connection 
     therewith.

     Section 4 -  Any indemnification under Sections l and 2 of this Article 
     (unless ordered by a court) shall be made by the Company only as 
     authorized in the specific case, upon a determination that 
     indemnification of the director, officer, employee or agent is proper in 
     the circumstances because he or she has met the applicable standard of 
     conduct set forth in Section l or 2 of this Article. Such determination 
     shall be made (a) by the Board of Directors by a majority vote of a 
     quorum consisting of directors who were not parties to such action, suit 
     or proceeding, or (b) if such a quorum is not obtainable, or even if 
     obtainable, if a quorum of disinterested directors so directs, by 
     independent legal counsel in a written opinion, or (c) by the 
     shareholders.

     Section 5 -  Expenses incurred in defending a civil or criminal action, 
     suit or proceeding may be paid by the Company in advance of the final 
     disposition of such action, suit or proceeding, as authorized by the 
     Board of Directors in the specific case, upon receipt of an undertaking 
     by or on behalf of the director, officer, employee or agent to repay such 
     amount, unless it shall ultimately be determined that he or she is 
     entitled to be indemnified by the Company as authorized in this Article.

     Section 6 -  The indemnification provided by this Article shall not be 
     deemed exclusive of any other rights to which those seeking 
     indemnification may be entitled under any by-law, agreement, vote of 
     shareholders or disinterested directors, or otherwise, both as to action 
     in his or her official capacity and as to action in another capacity 
     while holding such office, and shall continue as to a person who has 
     ceased to be a director, officer, employee or agent, and shall inure to 
     the benefit of the heirs, executors and administrators of such a person.

     Section 7 -  The Company shall have power to purchase and maintain 
     insurance on behalf of any person who is or was a director, officer, 
     employee or agent of the Company, or is or was serving at the request of 
     the Company as a director, officer, employee or agent of another 
     corporation, partnership, joint venture, trust or other enterprise, 
     against any liability asserted against such person and incurred by such 
     person in any such capacity, or arising out of his or her status as such, 
     whether or not the Company would have the power to indemnify such person 
     against such liability under the provisions of this Article.

     Section 8 -  If the Company has paid indemnity or has advanced expenses 
     to a director, officer, employee or agent, the Company shall report the 
     indemnification or advance in writing to the shareholders with or before 
     the notice of the next shareholders' meeting.

     Section 9 -  For purposes of this Article, references to "the Company" 
     shall include, in addition to the surviving Company, any merging Company 
     (including any Company having merged with a merging Company) absorbed in 
     a merger which, if its separate existence had continued, would have had 
     the power and authority to indemnify its directors, officers and 
     employees or agents, so that any person who was a director, officer, 
     employee or agent of such merging Company, or was serving at the request 
     of such merging Company as a director, officer, employee or agent of 
     another corporation, partnership, joint venture, trust or other 
     enterprise, shall stand in the same position under the provisions of this 
     Article with respect to the surviving Company as such person would have 
     with respect to such merging Company if its separate existence had 
     continued.

     Section 10 -  For purposes of this Article, references to "other 
     enterprises" shall include employee benefit plans; references to "fines" 
     shall include any excise taxes assessed on a person with respect to an 
     employee benefit plan; and references to "serving at the request of the 
     Company" shall include any service as a director, officer, employee or 
     agent of the Company which imposes duties on, or involves services by 
     such director, officer, employee, or agent with respect to an employee 
     benefit plan, its participants, or beneficiaries. A person who acted in 
     good faith and in a manner he or she reasonably believed to be in the 
     best interest of the participants and beneficiaries of an employee 
     benefit plan shall be deemed to have acted in a manner "not opposed to 
     the best interests of the Company" as referred to in this Article.