SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):
                                January 31, 2003





                                  CILCORP INC.
             (Exact name of registrant as specified in its charter)




           Illinois                    1-8946                    37-1169387
(State or other jurisdiction         (Commission              (I.R.S. Employer
        of incorporation)            File Number)            Identification No.)




                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)






       Registrant's telephone number, including area code: (309) 677-5230


<PAGE>



                         CENTRAL ILLINOIS LIGHT COMPANY
             (Exact name of registrant as specified in its charter)




           Illinois                    1-2732                    37-0211050
(State or other jurisdiction         (Commission              (I.R.S. Employer
        of incorporation)            File Number)            Identification No.)




                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)






       Registrant's telephone number, including area code: (309) 677-5230



ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     On January 31, 2003, Ameren  Corporation  ("Ameren") issued a press release
announcing the closing of the  acquisition of all of the issued and  outstanding
common stock of CILCORP Inc. ("CILCORP"), an Illinois corporation,  from The AES
Corporation,  pursuant  to an  agreement  dated as of April 28, 2002 (the "Stock
Purchase  Agreement").  As of such  acquisition,  CILCORP  became a wholly-owned
subsidiary of Ameren.  CILCORP is the parent  company of Peoria,  Illinois-based
Central Illinois Light Company ("CILCO"). CILCO became an indirect subsidiary of
Ameren, but will remain a separate utility company, known as AmerenCILCO.

     Separately,  Ameren expects to close in February, 2003 its acquisition from
The AES Corporation of all of the issued and outstanding membership interests of
AES Medina Valley Cogen (No. 4), LLC ("Medina Valley"), pursuant to an agreement
dated as of April 28, 2002 (the "Membership Interest Purchase Agreement"). As of
such  acquisition,  Medina  Valley  will  become a  wholly-owned  subsidiary  of
AmerenEnergy  Resources  Company,  which is a direct  subsidiary  of Ameren that
holds its non  rate-regulated  operations.  Medina  Valley will become  known as
Ameren Medina Valley Cogen (No. 4), LLC.

     In a transaction valued at approximately  $1.4 billion,  Ameren will assume
approximately $900 million of CILCORP and Medina Valley debt and preferred stock
at  closing  and pay the  balance in cash for the stock of  CILCORP,  along with
certain  other  assets,  including  all of the  membership  interests  in Medina
Valley.  The transaction  includes  CILCO's  regulated  natural gas and electric
utility   businesses,   including   approximately  1,200  megawatts  of  largely
coal-fired  generating  capacity,   and  Medina  Valley's  indirectly  owned  40
megawatt, gas-fired electric generation plant.

     With this  acquisition,  Ameren ranks as Illinois'  second largest electric
utility based on the number of customers,  total assets and operating  revenues.
For more information  regarding the transaction please see the


                                       2

<PAGE>


Current  Report on Form 8-K, File No.  1-14756,  filed by Ameren today,  and the
Stock Purchase  Agreement and Membership  Interest  Purchase  Agreement filed as
Exhibit 2.1 and Exhibit 2.2, respectively,  to Ameren's Quarterly Report on Form
10-Q,  File No.  1-14756,  filed on May 15, 2002 for the quarterly  period ended
March 31, 2002.


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     In a press release issued today, Ameren announced two Peoria-based managers
who will be the top operating officers at AmerenCILCO:  Scott A. Cisel, 49, vice
president  and chief  operating  officer,  and  Robert  G.  Ferlmann,  41,  vice
president  trading and  dispatch and  unregulated  sales.  For more  information
regarding  Mr.  Cisel  and Mr.  Ferlmann,  please  see the Press  Release  filed
herewith as Exhibit 99.01 which is incorporated herein by reference.

     After the closing of the  acquisition,  in  addition  to Messrs.  Cisel and
Ferlmann  for  AmerenCILCO  only,  the  following  individuals  were  elected as
officers of CILCORP and AmerenCILCO:

               G. L. Rainwater, President
               P. A. Agathen, Senior Vice President
               W. L. Baxter, Senior Vice President (Principal Financial Officer)
               D. F. Cole, Senior Vice President
               G. L. Randolph, Senior Vice President
               T. R. Voss, Senior Vice President
               D. A. Whiteley, Senior Vice President
               J. E. Birdsong, Vice President and Treasurer
               Martin J. Lyons, Controller (Principal Accounting Officer)
               S. R. Sullivan, Vice President Regulatory Policy,
                               General Counsel and Secretary

     Also after the  closing of the  acquisition,  the  boards of  directors  of
CILCORP and CILCO were replaced except Mr. Cisel was retained on the AmerenCILCO
board. The boards are now comprised of the following individuals:

<TABLE>

<S>          <C>          <C>                                <C>                 <C>
              CILCORP:     C. W. Mueller, Chairman            AmerenCILCO:        C. W. Mueller, Chairman
                           P. A. Agathan                                          S. A. Cisel
                           W. L. Baxter                                           P. A. Agathen
                           G. L. Rainwater                                        W. L. Baxter
                           T. R. Voss                                             G. L. Rainwater
                           D. A. Whiteley                                         T. R. Voss
                           H. Saligman                                            H. Saligman
                           P. L. Miller, Jr.                                      P. L. Miller, Jr.
                           R. A. Lumpkin                                          R. A. Lumpkin
                           R. A. Liddy                                            R. A. Liddy
                           J. W. Wogsland                                         J. W. Wogsland


</TABLE>


                                       3

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         Exhibit No.         Description
         -----------         -----------

           99.01             Press Release, dated January 31, 2003.




                                    SIGNATURE

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

                                                       CILCORP INC.
                                                       (Registrant)



                                           By     /s/ Martin J. Lyons
                                             --------------------------------
                                           Name:      Martin J. Lyons
                                           Title:       Controller
                                              (Principal Accounting Officer)


                                              CENTRAL ILLINOIS LIGHT COMPANY
                                                       (Registrant)



                                           By     /s/ Martin J. Lyons
                                             --------------------------------
                                           Name:      Martin J. Lyons
                                           Title:       Controller
                                              (Principal Accounting Officer)



Date:  January 31, 2003





                                       4

<PAGE>



                                                                   Exhibit 99.01

                                                                One Ameren Plaza
                                                            1901 Chouteau Avenue
                                                             St. Louis, MO 63103


[GRAPHIC OMITTED][GRAPHIC OMITTED]


Contacts:

Media:
Susan Gallagher        Leigh Morris          Neal Johnson
(314) 554-2175         (217) 535-5228        (309) 677-5516

                      AMEREN NAMES TWO OFFICERS TO SERVE AS
                     AMERENCILCO'S TOP MANAGEMENT IN PEORIA

St. Louis, Mo., Jan. 31,  2003---Ameren  Corporation (NYSE: AEE) today announced
two  Peoria-based  managers will be the top operating  officers at  AmerenCILCO:
Scott A. Cisel, 49, vice president and chief operating  officer for AmerenCILCO,
and Robert G. Ferlmann, 41, vice president, AmerenCILCO Trading and Dispatch and
Unregulated  Sales.  Ameren  Chairman  and Chief  Executive  Officer  Charles W.
Mueller  will be  chairman  of  AmerenCILCO,  and  Ameren  President  and  Chief
Operating Officer Gary Rainwater will serve as president of AmerenCILCO.

     Today,  the  company  announced  in a separate  release  the closing of the
transaction  to acquire  CILCORP Inc.,  from The AES  Corporation  (NYSE:  AES).
CILCORP is the parent company of Peoria,  Ill.-based  Central Illinois Light Co.
(CILCO),  which beginning today will operate as AmerenCILCO.  Announced in April
2002,  the purchase  includes  CILCORP's  natural gas and  electric  businesses,
including 1,200 megawatts of largely coal-fired generating capacity.

     Until his most  recent  appointment,  Scott  Cisel  served  as senior  vice
president at CILCO,  where he has been employed for 28 years. Cisel joined CILCO
as a summer meter reader and advanced  through various  management  positions in
sales,  customer  services  and  district  operations.  He was named  manager of
Commercial  Office  Operations  in 1981  and,  in the  1980s,  held a number  of
management positions in energy services,  rates, sales and customer service, and
research and development. He was promoted to director of Corporate Sales in 1993
and from 1995 to 1998,  served as vice  president,  at first  managing Sales and
Marketing,  then  Legislative and Public Affairs and later Sales,  Marketing and
Trading. In April 2001, he was named senior vice president.

     A trustee of Eureka  College,  Cisel serves on the board of the  Tri-County
Urban League,  in addition to many other civic  activities.  A native of Peoria,
Cisel  holds a  bachelor  of  science  degree  in  business  administration  and
economics from Culver Stockton  College and a master's degree in liberal studies
from Bradley University.

     Until his most recent  appointment,  Ferlmann  served as director of Energy
Trading  (both natural gas and  electricity)  for CILCO - a position he has held
since 1997.  Ferlmann joined CILCORP in 1987 as an accounting analyst and senior
accounting analyst and assumed progressively higher positions in Finance,  until
in 1993, he became senior energy supply administrator.

                                   -- more --

<PAGE>

Add One

     Ferlmann holds a bachelor of science degree in accounting and a master's of
business administration degree - both from Bradley University. He is a certified
public  accountant  in  Illinois.  He serves on the board of  directors  for St.
Joseph Home and is an active member of the St. Thomas Parish Council.

     With assets of more than $13  billion,  Ameren,  through its  subsidiaries,
serves 1.7 million  electric  customers  and 500,000  natural gas customers in a
49,000-square-mile area of Missouri and Illinois.


                                      # # #
[{"type": "8-K", "sequence": "1", "filename": "cilco8-k013103.txt", "description": "CILCO'S 01/31/03 8-K", "secsgml_size_bytes": 12272}]
[{"company-data": {"conformed-name": "CILCORP INC", "cik": "0000762129", "assigned-sic": "4931", "irs-number": "371169387", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-95569", "film-number": "03533904"}, "business-address": {"street1": "300 LIBERTY ST", "street2": "STE 300", "city": "PEORIA", "state": "IL", "zip": "61602", "phone": "3096758810"}, "mail-address": {"street1": "300 LIBERTY STREET", "street2": "STE 300", "city": "PEORIA", "state": "IL", "zip": "61602"}}, {"company-data": {"conformed-name": "CENTRAL ILLINOIS LIGHT CO", "cik": "0000018651", "assigned-sic": "4931", "irs-number": "370211050", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-02732", "film-number": "03533905"}, "business-address": {"street1": "300 LIBERTY ST", "city": "PEORIA", "state": "IL", "zip": "61602", "phone": "3096758810"}, "mail-address": {"street1": "300 LIBERTY ST", "city": "PEORIA", "state": "IL", "zip": "61602"}}]
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):
                                January 31, 2003

                                  CILCORP INC.
             (Exact name of registrant as specified in its charter)

           Illinois                    1-8946                    37-1169387
(State or other jurisdiction         (Commission              (I.R.S. Employer
        of incorporation)            File Number)            Identification No.)

                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (309) 677-5230
CENTRAL ILLINOIS LIGHT COMPANY
             (Exact name of registrant as specified in its charter)

           Illinois                    1-2732                    37-0211050
(State or other jurisdiction         (Commission              (I.R.S. Employer
        of incorporation)            File Number)            Identification No.)

                   300 Liberty Street, Peoria, Illinois 61602
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (309) 677-5230

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     On January 31, 2003, Ameren  Corporation  ("Ameren") issued a press release
announcing the closing of the  acquisition of all of the issued and  outstanding
common stock of CILCORP Inc. ("CILCORP"), an Illinois corporation,  from The AES
Corporation,  pursuant  to an  agreement  dated as of April 28, 2002 (the "Stock
Purchase  Agreement").  As of such  acquisition,  CILCORP  became a wholly-owned
subsidiary of Ameren.  CILCORP is the parent  company of Peoria,  Illinois-based
Central Illinois Light Company ("CILCO"). CILCO became an indirect subsidiary of
Ameren, but will remain a separate utility company, known as AmerenCILCO.

     Separately,  Ameren expects to close in February, 2003 its acquisition from
The AES Corporation of all of the issued and outstanding membership interests of
AES Medina Valley Cogen (No. 4), LLC ("Medina Valley"), pursuant to an agreement
dated as of April 28, 2002 (the "Membership Interest Purchase Agreement"). As of
such  acquisition,  Medina  Valley  will  become a  wholly-owned  subsidiary  of
AmerenEnergy  Resources  Company,  which is a direct  subsidiary  of Ameren that
holds its non  rate-regulated  operations.  Medina  Valley will become  known as
Ameren Medina Valley Cogen (No. 4), LLC.

     In a transaction valued at approximately  $1.4 billion,  Ameren will assume
approximately $900 million of CILCORP and Medina Valley debt and preferred stock
at  closing  and pay the  balance in cash for the stock of  CILCORP,  along with
certain  other  assets,  including  all of the  membership  interests  in Medina
Valley.  The transaction  includes  CILCO's  regulated  natural gas and electric
utility   businesses,   including   approximately  1,200  megawatts  of  largely
coal-fired  generating  capacity,   and  Medina  Valley's  indirectly  owned  40
megawatt, gas-fired electric generation plant.

     With this  acquisition,  Ameren ranks as Illinois'  second largest electric
utility based on the number of customers,  total assets and operating  revenues.
For more information  regarding the transaction please see the

                                       2
Current  Report on Form 8-K, File No.  1-14756,  filed by Ameren today,  and the
Stock Purchase  Agreement and Membership  Interest  Purchase  Agreement filed as
Exhibit 2.1 and Exhibit 2.2, respectively,  to Ameren's Quarterly Report on Form
10-Q,  File No.  1-14756,  filed on May 15, 2002 for the quarterly  period ended
March 31, 2002.

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     In a press release issued today, Ameren announced two Peoria-based managers
who will be the top operating officers at AmerenCILCO:  Scott A. Cisel, 49, vice
president  and chief  operating  officer,  and  Robert  G.  Ferlmann,  41,  vice
president  trading and  dispatch and  unregulated  sales.  For more  information
regarding  Mr.  Cisel  and Mr.  Ferlmann,  please  see the Press  Release  filed
herewith as Exhibit 99.01 which is incorporated herein by reference.

     After the closing of the  acquisition,  in  addition  to Messrs.  Cisel and
Ferlmann  for  AmerenCILCO  only,  the  following  individuals  were  elected as
officers of CILCORP and AmerenCILCO:

               G. L. Rainwater, President
               P. A. Agathen, Senior Vice President
               W. L. Baxter, Senior Vice President (Principal Financial Officer)
               D. F. Cole, Senior Vice President
               G. L. Randolph, Senior Vice President
               T. R. Voss, Senior Vice President
               D. A. Whiteley, Senior Vice President
               J. E. Birdsong, Vice President and Treasurer
               Martin J. Lyons, Controller (Principal Accounting Officer)
               S. R. Sullivan, Vice President Regulatory Policy,
                               General Counsel and Secretary

     Also after the  closing of the  acquisition,  the  boards of  directors  of
CILCORP and CILCO were replaced except Mr. Cisel was retained on the AmerenCILCO
board. The boards are now comprised of the following individuals:
CILCORP:     C. W. Mueller, Chairman            AmerenCILCO:        C. W. Mueller, Chairman
                           P. A. Agathan                                          S. A. Cisel
                           W. L. Baxter                                           P. A. Agathen
                           G. L. Rainwater                                        W. L. Baxter
                           T. R. Voss                                             G. L. Rainwater
                           D. A. Whiteley                                         T. R. Voss
                           H. Saligman                                            H. Saligman
                           P. L. Miller, Jr.                                      P. L. Miller, Jr.
                           R. A. Lumpkin                                          R. A. Lumpkin
                           R. A. Liddy                                            R. A. Liddy
                           J. W. Wogsland                                         J. W. Wogsland
3
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         Exhibit No.         Description
         -----------         -----------

           99.01             Press Release, dated January 31, 2003.

                                    SIGNATURE

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

                                                       CILCORP INC.
                                                       (Registrant)

                                           By     /s/ Martin J. Lyons
                                             --------------------------------
                                           Name:      Martin J. Lyons
                                           Title:       Controller
                                              (Principal Accounting Officer)

                                              CENTRAL ILLINOIS LIGHT COMPANY
                                                       (Registrant)

                                           By     /s/ Martin J. Lyons
                                             --------------------------------
                                           Name:      Martin J. Lyons
                                           Title:       Controller
                                              (Principal Accounting Officer)

Date:  January 31, 2003

                                       4
Exhibit 99.01

                                                                One Ameren Plaza
                                                            1901 Chouteau Avenue
                                                             St. Louis, MO 63103

[GRAPHIC OMITTED][GRAPHIC OMITTED]

Contacts:

Media:
Susan Gallagher        Leigh Morris          Neal Johnson
(314) 554-2175         (217) 535-5228        (309) 677-5516

                      AMEREN NAMES TWO OFFICERS TO SERVE AS
                     AMERENCILCO'S TOP MANAGEMENT IN PEORIA

St. Louis, Mo., Jan. 31,  2003---Ameren  Corporation (NYSE: AEE) today announced
two  Peoria-based  managers will be the top operating  officers at  AmerenCILCO:
Scott A. Cisel, 49, vice president and chief operating  officer for AmerenCILCO,
and Robert G. Ferlmann, 41, vice president, AmerenCILCO Trading and Dispatch and
Unregulated  Sales.  Ameren  Chairman  and Chief  Executive  Officer  Charles W.
Mueller  will be  chairman  of  AmerenCILCO,  and  Ameren  President  and  Chief
Operating Officer Gary Rainwater will serve as president of AmerenCILCO.

     Today,  the  company  announced  in a separate  release  the closing of the
transaction  to acquire  CILCORP Inc.,  from The AES  Corporation  (NYSE:  AES).
CILCORP is the parent company of Peoria,  Ill.-based  Central Illinois Light Co.
(CILCO),  which beginning today will operate as AmerenCILCO.  Announced in April
2002,  the purchase  includes  CILCORP's  natural gas and  electric  businesses,
including 1,200 megawatts of largely coal-fired generating capacity.

     Until his most  recent  appointment,  Scott  Cisel  served  as senior  vice
president at CILCO,  where he has been employed for 28 years. Cisel joined CILCO
as a summer meter reader and advanced  through various  management  positions in
sales,  customer  services  and  district  operations.  He was named  manager of
Commercial  Office  Operations  in 1981  and,  in the  1980s,  held a number  of
management positions in energy services,  rates, sales and customer service, and
research and development. He was promoted to director of Corporate Sales in 1993
and from 1995 to 1998,  served as vice  president,  at first  managing Sales and
Marketing,  then  Legislative and Public Affairs and later Sales,  Marketing and
Trading. In April 2001, he was named senior vice president.

     A trustee of Eureka  College,  Cisel serves on the board of the  Tri-County
Urban League,  in addition to many other civic  activities.  A native of Peoria,
Cisel  holds a  bachelor  of  science  degree  in  business  administration  and
economics from Culver Stockton  College and a master's degree in liberal studies
from Bradley University.

     Until his most recent  appointment,  Ferlmann  served as director of Energy
Trading  (both natural gas and  electricity)  for CILCO - a position he has held
since 1997.  Ferlmann joined CILCORP in 1987 as an accounting analyst and senior
accounting analyst and assumed progressively higher positions in Finance,  until
in 1993, he became senior energy supply administrator.

                                   -- more --
Add One

     Ferlmann holds a bachelor of science degree in accounting and a master's of
business administration degree - both from Bradley University. He is a certified
public  accountant  in  Illinois.  He serves on the board of  directors  for St.
Joseph Home and is an active member of the St. Thomas Parish Council.

     With assets of more than $13  billion,  Ameren,  through its  subsidiaries,
serves 1.7 million  electric  customers  and 500,000  natural gas customers in a
49,000-square-mile area of Missouri and Illinois.

                                      # # #