SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  October 18, 1999


Commission Number   Registrant; State of Incorporation;    IRS Employer File
                    Address and Telephone Number           Identification Number

1-8946                         CILCORP Inc.                     37-1169387
                         (an Illinois corporation)
                     300 Hamilton Boulevard, Suite 300
                          Peoria, Illinois 61602
                              (309) 675-8810

1-2732                Central Illinois Light Company            37-0211050
                         (an Illinois corporation)
                            300 Liberty Street
                          Peoria, Illinois 61602
                              (309) 675-8810

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1.   Change of Control of Registrant

          On October 18, 1999, The AES Corporation ("AES") completed its
acquisition of CILCORP Inc. ("CILCORP") through a merger transaction in
accordance with the Agreement and Plan of Merger dated as of November 22, 1998,
among AES, CILCORP and Midwest Energy, Inc., an Illinois corporation and a
wholly-owned subsidiary of AES ("Midwest"), as amended by the First Amendment to
the Agreement and Plan of Merger, dated as of October 14, 1999, AMONG THE AES
CORPORATION, CILCORP INC. AND MIDWEST ENERGY, INC. (as so amended, the "Merger
Agreement"). Pursuant to the Merger Agreement, Midwest merged with and into
CILCORP and CILCORP survived the merger as a wholly-owned subsidiary of AES.

          At the effective time of the merger, each of the outstanding
13,625,680 shares of CILCORP common stock was converted into the right to
receive $65 in cash, for an aggregate purchase price of $885,669,200. Following
the merger, AES owns all of the outstanding capital stock of CILCORP. The
aggregate purchase price and the other merger-related expenses were financed
through a $463 million equity contribution from AES to Midwest Energy and a $475
million private placement by Midwest Energy of senior notes and senior bonds
that occurred simultaneously with the effectiveness of the merger. The senior
notes and senior bonds were assumed by CILCORP immediately upon the
effectiveness of the merger. At that time, CILCORP entered into a pledge
agreement (the "Pledge Agreement") with The Bank of New York, as collateral
agent, agreeing to secure its obligations under the senior notes and senior
bonds through a pledge of all the outstanding capital stock of its subsidiary,
the Central Illinois Light Company ("CILCO"), excluding the shares of preferred
stock of CILCO outstanding on the date of effectiveness of the merger. The
pledge of the CILCO stock will not become effective until the earlier of January
31, 2002 or the date on which CILCORP's existing $30.5 million Series A
medium-term notes are no longer outstanding.

          In connection with the merger, all holders of CILCORP common stock of
record at the close of business on October 18, 1999, the effective date of the
merger, will receive a final pro-rata dividend of $0.345 per share payable on
October 29, 1999.

          The foregoing descriptions of the Merger Agreement and the Pledge
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Merger Agreement (which is incorporated herein by reference to
the CILCORP Current Report on Form 8-K filed on December 3, 1998) and to the
<PAGE>
Pledge Agreement, a copy of which is attached as Exhibit 10.1 and is hereby
incorporated by reference in its entirety.

          (b)       Exhibits.

          2.1       Agreement and Plan of Merger dated as of November 22, 1998,
                    among The AES Corporation, CILCORP Inc. and Midwest Energy,
                    Inc. (INCLUDED IN THE CILCORP Current Report on Form 8-K
                    filed on December 3, 1998), IS HEREBY INCORPORATED BY
                    REFERENCE.

          2.2       First Amendment to the Agreement and Plan of Merger, dated
                    as of October 14, 1999, AMONG THE AES CORPORATION, CILCORP
                    INC. AND MIDWEST ENERGY, INC.

          10.1      Pledge Agreement, dated as of October 18, 1999, by CILCORP
                    Inc. in favor of The Bank of New York, as Collateral Agent.

          99.1      Press Release issued by CILCORP Inc. dated October 17, 1999

          99.2      Press Release issued by CILCORP Inc. dated October 19, 1999
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CILCORP INC.



                                        By:  /s/ Paul D. Stinson
                                             -----------------------------------
                                             Name:   Paul D. Stinson
                                             Title:  President


                                        CENTRAL ILLINOIS LIGHT COMPANY



                                        By:  /s/ Paul D. Stinson
                                             -----------------------------------
                                             Name:   Paul D. Stinson
                                             Title:  President

Date:  October 29, 1999.
<PAGE>
                                  EXHIBIT INDEX

2.1       Agreement and Plan of Merger dated as of November 22, 1998, among The
          AES Corporation, CILCORP Inc. and Midwest Energy, Inc. (included in
          the CILCORP Current Report on Form 8-K filed on December 3, 1998), is
          hereby incorporated by reference.

2.2       First Amendment to the Agreement and Plan of Merger, dated as of
          October 14, 1999, among The AES Corporation, CILCORP Inc. and Midwest
          Energy, Inc.

10.1      Pledge Agreement, dated as of October 18, 1999, by CILCORP Inc. in
          favor of The Bank of New York, as Collateral Agent.

99.1      Press Release issued by CILCORP Inc. dated October 17, 1999

99.2      Press Release issued by CILCORP Inc. dated October 19, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6684}]
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 18, 1999

Commission Number   Registrant; State of Incorporation;    IRS Employer File
                    Address and Telephone Number           Identification Number

1-8946                         CILCORP Inc.                     37-1169387
                         (an Illinois corporation)
                     300 Hamilton Boulevard, Suite 300
                          Peoria, Illinois 61602
                              (309) 675-8810

1-2732                Central Illinois Light Company            37-0211050
                         (an Illinois corporation)
                            300 Liberty Street
                          Peoria, Illinois 61602
                              (309) 675-8810

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
Item 1.   Change of Control of Registrant

          On October 18, 1999, The AES Corporation ("AES") completed its
acquisition of CILCORP Inc. ("CILCORP") through a merger transaction in
accordance with the Agreement and Plan of Merger dated as of November 22, 1998,
among AES, CILCORP and Midwest Energy, Inc., an Illinois corporation and a
wholly-owned subsidiary of AES ("Midwest"), as amended by the First Amendment to
the Agreement and Plan of Merger, dated as of October 14, 1999, AMONG THE AES
CORPORATION, CILCORP INC. AND MIDWEST ENERGY, INC. (as so amended, the "Merger
Agreement"). Pursuant to the Merger Agreement, Midwest merged with and into
CILCORP and CILCORP survived the merger as a wholly-owned subsidiary of AES.

          At the effective time of the merger, each of the outstanding
13,625,680 shares of CILCORP common stock was converted into the right to
receive $65 in cash, for an aggregate purchase price of $885,669,200. Following
the merger, AES owns all of the outstanding capital stock of CILCORP. The
aggregate purchase price and the other merger-related expenses were financed
through a $463 million equity contribution from AES to Midwest Energy and a $475
million private placement by Midwest Energy of senior notes and senior bonds
that occurred simultaneously with the effectiveness of the merger. The senior
notes and senior bonds were assumed by CILCORP immediately upon the
effectiveness of the merger. At that time, CILCORP entered into a pledge
agreement (the "Pledge Agreement") with The Bank of New York, as collateral
agent, agreeing to secure its obligations under the senior notes and senior
bonds through a pledge of all the outstanding capital stock of its subsidiary,
the Central Illinois Light Company ("CILCO"), excluding the shares of preferred
stock of CILCO outstanding on the date of effectiveness of the merger. The
pledge of the CILCO stock will not become effective until the earlier of January
31, 2002 or the date on which CILCORP's existing $30.5 million Series A
medium-term notes are no longer outstanding.

          In connection with the merger, all holders of CILCORP common stock of
record at the close of business on October 18, 1999, the effective date of the
merger, will receive a final pro-rata dividend of $0.345 per share payable on
October 29, 1999.

          The foregoing descriptions of the Merger Agreement and the Pledge
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Merger Agreement (which is incorporated herein by reference to
the CILCORP Current Report on Form 8-K filed on December 3, 1998) and to the
Pledge Agreement, a copy of which is attached as Exhibit 10.1 and is hereby
incorporated by reference in its entirety.

          (b)       Exhibits.

          2.1       Agreement and Plan of Merger dated as of November 22, 1998,
                    among The AES Corporation, CILCORP Inc. and Midwest Energy,
                    Inc. (INCLUDED IN THE CILCORP Current Report on Form 8-K
                    filed on December 3, 1998), IS HEREBY INCORPORATED BY
                    REFERENCE.

          2.2       First Amendment to the Agreement and Plan of Merger, dated
                    as of October 14, 1999, AMONG THE AES CORPORATION, CILCORP
                    INC. AND MIDWEST ENERGY, INC.

          10.1      Pledge Agreement, dated as of October 18, 1999, by CILCORP
                    Inc. in favor of The Bank of New York, as Collateral Agent.

          99.1      Press Release issued by CILCORP Inc. dated October 17, 1999

          99.2      Press Release issued by CILCORP Inc. dated October 19, 1999
SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CILCORP INC.

                                        By:  /s/ Paul D. Stinson
                                             -----------------------------------
                                             Name:   Paul D. Stinson
                                             Title:  President

                                        CENTRAL ILLINOIS LIGHT COMPANY

                                        By:  /s/ Paul D. Stinson
                                             -----------------------------------
                                             Name:   Paul D. Stinson
                                             Title:  President

Date:  October 29, 1999.
EXHIBIT INDEX

2.1       Agreement and Plan of Merger dated as of November 22, 1998, among The
          AES Corporation, CILCORP Inc. and Midwest Energy, Inc. (included in
          the CILCORP Current Report on Form 8-K filed on December 3, 1998), is
          hereby incorporated by reference.

2.2       First Amendment to the Agreement and Plan of Merger, dated as of
          October 14, 1999, among The AES Corporation, CILCORP Inc. and Midwest
          Energy, Inc.

10.1      Pledge Agreement, dated as of October 18, 1999, by CILCORP Inc. in
          favor of The Bank of New York, as Collateral Agent.

99.1      Press Release issued by CILCORP Inc. dated October 17, 1999

99.2      Press Release issued by CILCORP Inc. dated October 19, 1999