Exhibit 24.6


                                POWER OF ATTORNEY

     WHEREAS,  CENTRAL ILLINOIS LIGHT 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,
2003; and

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

     NOW,  THEREFORE,  each of the undersigned  hereby  constitutes and appoints
Gary L.  Rainwater  and/or Warner L. Baxter  and/or  Steven R.  Sullivan  and/or
Martin J. Lyons and/or Jerre E.  Birdsong 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 13th
day of February 2004:

<TABLE>
<S>                                                         <C>

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

Warner L. Baxter, Executive Vice President
       and Chief Financial Officer and Director
       (Principal Financial Officer)                                         /s/ Warner L. Baxter
                                                              -----------------------------------------------

Scott A. Cisel, Director                                                     /s/ S. A. Cisel
                                                              -----------------------------------------------

Daniel F. Cole, Director                                                     /s/ Daniel F. Cole
                                                              -----------------------------------------------

Richard A. Liddy, Director                                                   /s/ Richard A. Liddy
                                                              -----------------------------------------------

Richard A. Lumpkin, Director                                                 /s/ Richard A. Lumpkin
                                                              -----------------------------------------------

Paul L. Miller, Jr., Director                                                /s/ Paul L. Miller, Jr.
                                                              -----------------------------------------------

Douglas R. Oberhelman, Director                                              /s/ Douglas R. Oberhelman
                                                              -----------------------------------------------

Harvey Saligman, Director                                                    /s/ Harvey Saligman
                                                              -----------------------------------------------

Steven R. Sullivan, Director                                                 /s/ Steve Sullivan
                                                              -----------------------------------------------

Thomas R. Voss, Director                                                     /s/ Thomas R. Voss
                                                              -----------------------------------------------

Martin J. Lyons, Vice President and
       Controller
       (Principal Accounting Officer)                                        /s/ Martin J. Lyons
                                                              -----------------------------------------------

</TABLE>


<PAGE>

                                                                    Exhibit 24.6

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

     On this 13th day of  February,  2004,  before  me, the  undersigned  Notary
Public in and for said State,  personally appeared the above-named  officers and
directors  of Central  Illinois  Light  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/ S. A. Kitchens
                                    --------------------------------------------
                                                    S. A. Kitchens
                                             Notary Public - Notary Seal
                                                  STATE OF MISSOURI
                                                  St. Louis County
                                         My Commission Expires: July 9, 2007