Exhibit 14.1


                               AMEREN CORPORATION

      CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

     Ameren  Corporation (the "Company") seeks to promote ethical conduct in its
financial  management and reporting.  As a public company,  it is essential that
the Company's filings with the Securities and Exchange  Commission are accurate,
complete and  understandable.  Senior  financial  officers hold an important and
elevated role in this process.  This Code applies to (i) the Principal Executive
Officer,  the President,  the Chief Financial Officer,  the Principal  Financial
Officer,  the Controller,  the Principal Accounting Officer and the Treasurer of
the Company, (ii) officers holding substantially  equivalent positions at any of
the  Company's  subsidiaries  which are  registered  companies  pursuant  to the
Securities  Exchange  Act of 1934  and  (iii)  any  other  persons  that  may be
designated by the  Nominating & Corporate  Governance  Committee of the Board of
Directors (each, a "Senior Officer").

     Each Senior Officer shall:

     1.   Act with honesty and integrity,  avoiding actual or apparent conflicts
of interest in personal and professional relationships.

     2.   Provide the Board of  Directors  with  information  that is  accurate,
complete, objective, relevant, timely and understandable.

     3.   Comply with laws,  rules and  regulations of federal,  state and local
governments and regulatory agencies.

     4.   Act  in  good  faith,  responsibly,  with  due  care,  competence  and
diligence,  without  misrepresenting  material  facts  or  allowing  his  or her
independent judgment to be subordinated.

     5.   Respect the  confidentiality of information  acquired in the course of
his or her work at the  Company  except when  authorized  or  otherwise  legally
obligated to disclose. Confidential information acquired in the course of his or
her work will not be used for personal advantage.

     6.   Share  knowledge  and maintain  skills  important  and relevant to the
Company's needs.

     7.   Proactively promote ethical behavior within the Company.

     8.   Promote  responsible  use of and control  over all Company  assets and
resources.

     9.   Disclose information required to be included in periodic reports filed
with the  Securities  and Exchange  Commission or required to be provided to any
other governmental entity fully and fairly and in an understandable manner.

     10.  Comply with the Company's Corporate Compliance Policy.

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     11.  Promptly  report any possible  violation of this Code of Ethics to the
Company's Senior Vice President  Governmental/Regulatory Policy, General Counsel
and Secretary and a member of the Nominating & Corporate Governance Committee.

     This Code of Ethics  does not  summarize  the laws,  rules and  regulations
applicable  to the Senior  Officers.  Please  consult  the  Company's  Corporate
Compliance  Guidebook which the Company has prepared on specific laws, rules and
regulations.

     Violations  of this  Code  of  Ethics  may  subject  a  Senior  Officer  to
disciplinary action, ranging from a reprimand to dismissal and possible criminal
prosecution.

     Each  Senior  Officer  shall  certify  each year that such  Officer has not
violated this Code and is not aware of any  violations of the Code that have not
been reported to the Nominating & Corporate Governance Committee.

     This Code may be amended,  modified or waived by the Board of Directors and
waivers may also be granted by the Nominating & Corporate Governance  Committee,
subject to the disclosure and other provisions of the Securities Exchange Act of
1934, and the rules  thereunder  and the applicable  rules of the New York Stock
Exchange.



Dated:  June 11, 2004






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