BYLAWS
                               of
                 CENTRAL ILLINOIS LIGHT COMPANY
               As Amended Effective April 1, 1999


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: An annual meeting of the
    shareholders for the purpose of electing directors and for
    the transaction of such other business as may come before
    the meeting shall be held as determined by the Board of
    Directors in accordance with the applicable provisions of
    the Illinois Business Corporation Act.

    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 between three and seven members.
    "Section 2 - Election: 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.  Notwithstanding any
    other provision hereof, the term of any Director who is an
    officer or other full-time employee of the Corporation shall
    automatically expire immediately upon his or her retirement
    or other termination of employment by the Company.

    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.