<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For Quarterly Period Ended March 31, 1999

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

     For The Transition Period From       to

                         Commission file number 1-2967.

                             UNION ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)

          Missouri                                               43-0559760
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                 1901 Chouteau Avenue, St. Louis, Missouri 63103
              (Address of principal executive offices and Zip Code)


                         Registrant's telephone number,
                       including area code: (314) 621-3222


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                                    Yes X.    No   .


Shares  outstanding of each of registrant's  classes of common stock as of April
  30, 1999:  Common  Stock,  $5 par value,  held by Ameren  Corporation  (parent
  company of Registrant) - 102,123,834


<PAGE>



                             Union Electric Company

                                      Index

                                                                        Page No.

Part I       Financial Information (Unaudited)

             Management's Discussion and Analysis                          2

             Quantitative and Qualitative Disclosures
             About Market Risk                                             6

             Balance Sheet
             - March 31, 1999 and December 31, 1998                        8

             Statement of Income
             - Three months and 12 months ended
                March 31, 1999 and 1998                                    9

             Statement of Cash Flows
             - Three months ended March 31, 1999 and 1998                 10

             Notes to Financial Statements                                11


Part II      Other Information                                            13


<PAGE>



                    PART I. FINANCIAL INFORMATION (UNAUDITED)

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

OVERVIEW

Union Electric  Company  (AmerenUE or the  Registrant) is a subsidiary of Ameren
Corporation  (Ameren),  a holding  company which is registered  under the Public
Utility  Holding  Company Act of 1935 (PUHCA).  In December  1997,  AmerenUE and
CIPSCO Incorporated (CIPSCO) combined to form Ameren, with AmerenUE and CIPSCO's
subsidiaries,  Central  Illinois Public Service Company  (AmerenCIPS) and CIPSCO
Investment  Company (CIC),  becoming  wholly-owned  subsidiaries  of Ameren (the
Merger).

The following  discussion and analysis  should be read in  conjunction  with the
Notes  to  Financial  Statements  beginning  on page  11,  and the  Management's
Discussion and Analysis of Financial Condition and Results of Operations (MD&A),
the Audited Financial Statements and the Notes to Financial Statements appearing
in the Registrant's 1998 Form 10-K.

RESULTS OF OPERATIONS

Earnings
First  quarter 1999 earnings of $42 million  increased  $13 million  compared to
1998 first  quarter  earnings.  Earnings  for the twelve  months ended March 31,
1999,  were $325 million,  a $33 million  increase  from the preceding  12-month
period.  Excluding the  extraordinary  charge  recorded in the fourth quarter of
1997 to write off the  generation-related  regulatory  assets and liabilities of
the Registrant's  Illinois retail electric  business,  earnings for the 12-month
period ended March 31, 1998, were $318 million.

Earnings  fluctuated  due to many  conditions,  primarily:  weather  variations,
credits  to  electric  customers,  sales  growth,  fluctuating  operating  costs
(including Callaway Nuclear Plant refueling outages),  merger-related  expenses,
changes in interest expense,  changes in income and property taxes, a charge for
a targeted employee separation plan and an extraordinary charge, as noted above.

The  significant  items  affecting  revenues,  costs  and  earnings  during  the
three-month  and 12-month  periods  ended March 31, 1999,  and 1998 are detailed
below.

Electric Operations
Electric Operating Revenues        Variations for periods ended March 31, 1999
                                      from comparable prior-year periods
--------------------------------------------------------------------------------
(Millions of Dollars)                 Three Months          Twelve Months
--------------------------------------------------------------------------------
Credit to customers                    $   (10)                $   (36)
Rate variations                             (5)                    (13)
Effect of abnormal weather                   4                      62
Growth and other                            16                      48
Interchange sales                           20                      70
--------------------------------------------------------------------------------
                                       $    25                 $   131
--------------------------------------------------------------------------------

The $25 million  increase in first  quarter  electric  revenues  compared to the
year-ago  quarter was  primarily  driven by increased  interchange  sales due to
strong  marketing  efforts and  greater  interchange  opportunities,  as well as
higher sales to retail customers within the Registrant's  service territory as a
result  of  economic   growth  in  the  service  area  and  favorable   weather.
Weather-sensitive  residential  and commercial  sales  increased 3 percent and 2
percent,  respectively,  while industrial sales decreased 1 percent. Interchange
sales  increased  21  percent  for the first  quarter of 1999,  compared  to the
year-ago  quarter.  These  increases were partially  offset by rate decreases in
both Missouri and Illinois,  as well as credits to Missouri  electric  customers
(see Note 5 under Notes to Financial Statements for further information).

Electric  revenues for the 12 months ended March 31, 1999 increased $131 million
compared to the prior  12-month  period.  The increase in revenues was primarily
driven by warm summer weather, a strong regional economy and

                                      -2-

<PAGE>

increased  interchange  sales  due  to  increased   interchange   opportunities.
Weather-sensitive  residential  and commercial  sales  increased 7 percent and 4
percent,  respectively,  while industrial sales remained flat. Interchange sales
increased 17 percent for the twelve months ended March 31, 1999, compared to the
year-ago period. These increases were partially offset by rate decreases in both
Missouri and Illinois,  as well as credits to Missouri  electric  customers (see
Note 5 under Notes to Financial Statements for further information).

Fuel and Purchased Power             Variations for periods ended March 31, 1999
                                           from comparable prior-year periods
--------------------------------------------------------------------------------
(Millions of Dollars)                         Three Months  Twelve Months
--------------------------------------------------------------------------------
Fuel:
    Variation in generation                    $    5        $     26
     Price                                         (5)            (16)
     Generation efficiencies and other              2               6
Purchased power variation                           7              28
--------------------------------------------------------------------------------
                                               $    9        $     44
--------------------------------------------------------------------------------


The increase in fuel and  purchased  power costs for the three and twelve months
ended March 31, 1999, versus the comparable prior year periods was primarily due
to increased sales volumes and higher purchased power costs, partially offset by
lower fuel prices.

Gas Operations
Gas revenues for the quarter ended March 31, 1999, increased $3 million compared
to the year-ago quarter primarily due to an annual $12 million Missouri gas rate
increase  effective  February 1998. This rate increase was partially offset by a
decrease in retail sales.

Gas costs for the quarter  ended March 31, 1999,  increased $2 million due to an
increase  in gas  prices.  Gas  costs  for the 12 months  ended  March 31,  1999
decreased $5 million  compared to the  year-ago  period  primarily  due to lower
retail sales.

Other Operating Expenses
Other operating expense variations  reflected  recurring factors such as growth,
inflation, labor and benefit increases.

Other  operations  expenses  decreased  $2 million in the first  quarter of 1999
versus the comparable  prior-year quarter primarily due to decreased information
system-related  costs.  Other operations  expenses increased $50 million for the
12-month  period  ended March 31,  1999  compared  to the same  year-ago  period
primarily  due to the charge for the targeted  separation  plan and increases in
injuries and damages expense and information system-related costs.

Maintenance  expenses for the quarter ended March 31, 1999, increased $3 million
compared to the year-ago period primarily due to increased scheduled power plant
maintenance.  The $8 million  increase in maintenance  expenses for the 12-month
period ended March 31, 1999, compared to the prior 12-month period was primarily
due to the scheduled  spring  refueling  outage at the Callaway Nuclear Plant in
1998.

Taxes
Income  taxes  increased  $7 million and $28 million for the three and 12 months
ended March 31, 1999, respectively, due to higher pretax income.

Other Income and Deductions
Miscellaneous,  net increased $5 million for the 12-month period ended March 31,
1999, compared to the year-ago period due to increased interest income and gains
on the sale of property.

Balance Sheet
The $20 million increase in other deferred credits and liabilities was primarily
due to the $20 million estimated credit to Missouri electric  customers recorded
in the first  quarter  of 1999  under the  three-year  experimental  alternative
regulation  plan.  See Note 5 under Notes to  Financial  Statements  for further
information.

Changes in accounts and wages payable,  other taxes  accrued,  and other current
liabilities result from the timing of various payments to taxing authorities and
suppliers.

                                      -3-


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $110 million for the quarter ended
March 31, 1999, compared to $62 million during the same 1998 period.

Cash flows used in investing  activities totaled $47 million and $45 million for
the three  months  ended  March 31,  1999 and 1998,  respectively.  Construction
expenditures  for the three months ended March 31, 1999 for  constructing new or
improving  existing  facilities  were $49 million.  In addition,  the Registrant
expended $2 million for the  acquisition of nuclear fuel.  Capital  requirements
for the  remainder  of 1999 are  expected  to be  principally  for  construction
expenditures and the acquisition of nuclear fuel.

Cash flows used in  financing  activities  were $64 million for the three months
ended March 31, 1999,  compared to $11 million during the same 1998 period.  The
Registrant's  principal  financing  activity  for the quarter was the payment of
dividends.

The Registrant  plans to continue  utilizing  short-term  debt to support normal
operations and other temporary requirements. The Registrant is authorized by the
Securities  and  Exchange  Commission  under  PUHCA to have up to $1  billion of
short-term  unsecured debt instruments  outstanding at any one time.  Short-term
borrowings  consist of bank loans  (maturities  generally on an overnight basis)
and commercial paper  (maturities  generally within 10 to 45 days). At March 31,
1999, the Registrant had committed bank lines of credit aggregating $137 million
(all of which were unused at such date) which make available  interim  financing
at various rates of interest  based on LIBOR,  the bank  certificate  of deposit
rate or other  options.  The lines of credit are  renewable  annually at various
dates  throughout the year. At March 31, 1999, the Registrant had no outstanding
short-term borrowings.

The  Registrant  also has a bank  credit  agreement  due 2000 which  permits the
borrowing  of up to $300 million on a long-term  basis,  all of which was unused
and available at March 31, 1999.  Also,  Ameren has a bank credit  agreement due
2003,  which permits the  borrowing of up to $200 million on a long-term  basis.
This credit agreement is available to Ameren and its subsidiaries, including the
Registrant.   As  of  March  31,  1999,  $180  million  was  available  for  the
Registrant's use.

Additionally,  the  Registrant  has a  lease  agreement  that  provides  for the
financing of nuclear fuel. At March 31, 1999,  the maximum  amount that could be
financed under the agreement was $120 million. Cash used in financing activities
for the first  three  months of 1999  included  redemptions  under the lease for
nuclear  fuel of $4  million,  offset by $4 million of  issuances.  At March 31,
1999, $67 million was financed under the lease.

RATE MATTERS

In March 1999, the Registrant  filed delivery  service tariffs with the Illinois
Commerce  Commission  (ICC) to  comply  with the  requirements  of the  Electric
Service Customer Choice and Rate Relief Law of 1997. These tariffs would be used
by electric  customers  who choose to purchase  their power from an  alternative
supplier. The ICC has until September 1, 1999 to render a decision.

See Note 5 under Notes to Financial  Statements  for further  discussion of Rate
Matters.

ELECTRIC INDUSTRY RESTRUCTURING

In December 1997, the Governor of Illinois signed the Electric  Service Customer
Choice and Rate  Relief Law of 1997 (the Law)  providing  for  electric  utility
restructuring  in Illinois.  This  legislation  introduces  competition into the
supply of electric energy in Illinois.

One of the major  provisions of the Law includes the phasing-in  through 2002 of
retail direct access,  which allows customers to choose their electric supplier.
The  phase-in  of retail  direct  access  begins on October 1, 1999,  with large
commercial and industrial  customers  principally  comprising the initial group.
The  customers  in  this  group   represent   approximately  7  percent  of  the
Registrant's total sales.  Retail direct access will be offered to the remaining
commercial  and  industrial  customers on December 31, 2000,  and to residential
customers on May 1, 2002.

                                      -4-


<PAGE>

YEAR 2000 ISSUE

The Year  2000  Issue  relates  to how  dates are  stored  and used in  computer
systems,  applications, and embedded systems. As the century date change occurs,
certain date-sensitive systems need to be able to recognize the year as 2000 and
not as 1900.  This inability to recognize or properly treat the year as 2000 may
cause these systems to process  critical  financial and operational  information
incorrectly.   The  Registrant's  primary  concern  is  the  potential  for  any
interruption in providing electric and gas service to customers,  as well as the
potential inability to process critical financial and operational information on
a timely basis,  including  billing its customers,  if appropriate steps are not
taken to address this issue.  Management  has  developed a Year 2000 plan (Plan)
covering Ameren,  including  AmerenUE,  and Ameren's Board of Directors has been
briefed about the Year 2000 Issue and how it may affect the Registrant.

Ameren's Plan to resolve the Year 2000 Issue involves three phases:  assessment,
planning,  and implementation/  testing.  Implementation of the Plan is directly
supervised  by each  area's  responsible  Vice  President.  A Year 2000  Project
Director  coordinates the  implementation of the Plan among functional teams who
are  addressing  issues  specific  to a  particular  area,  such as nuclear  and
non-nuclear generation facilities,  energy management systems, gas distribution,
etc. Ameren has also engaged certain outside consultants,  technicians and other
external resources to aid in formulating and implementing the Plan.

Ameren  has  completed  its   assessment   phase,   which   included   analyzing
date-sensitive  electronic hardware,  software applications and embedded systems
and has developed a compliance plan to address issues that were identified. Many
of the major  corporate  computer  systems  at  Ameren  are  relatively  new and
therefore are either Year 2000  compliant or only require  minor  modifications.
Also,   several  of  the  operating   hardware  and  embedded   systems   (i.e.,
microprocessor  chips) use analog  rather than digital  technology  and thus are
unaffected  by the  two-digit  date issue.  In  addition,  Ameren has  contacted
hundreds of vendors and suppliers to verify compliance.

Ameren has also completed its planning  phase.  Items that have been  identified
for remediation have been prioritized into groups based on their significance to
Ameren's    operations.    The    implementation/testing     phase    for    all
components/applications  is  approximately  70 percent  complete as of March 31,
1999.   Ameren   expects   to   complete    remediation   of   its   significant
components/applications by the end of the third quarter 1999.

With  respect  to  third  parties,   for  areas  that  interface  directly  with
significant  vendors,  Ameren has inventoried vendors and major suppliers and is
currently  assessing  their Year 2000 readiness  through  surveys,  websites and
personal contact. Ameren plans to follow up with major suppliers and vendors and
verify Year 2000  compliance,  where  appropriate.  Ameren has also  queried its
health insurance  providers.  To date,  Ameren is not aware of any problems that
would  materially  impact its  financial  condition,  results of  operations  or
liquidity;  however, neither Ameren nor the Registrant has the means of ensuring
that these parties will be Year 2000  compliant.  The inability of those parties
to complete their Year 2000 resolution  process could  materially  impact Ameren
and the Registrant.

Ameren is also  addressing  the impact of electric  power grid problems that may
occur outside of its own electric system.  Ameren has started Year 2000 electric
power grid impact planning through the system's various electric interconnection
affiliations and is working with the Mid-American  Interchange Network (MAIN) to
begin planning Year 2000 operational  preparedness and restoration scenarios. As
of April 1, 1999 (the latest information available),  MAIN was finished with its
assessment and planning phases and 74 percent complete with its  implementation/
testing phase. In addition,  Ameren provides monthly status reports to the North
American  Electric  Reliability  Council (NERC) to assist them in assessing Year
2000  readiness of the regional  electric  grid. As of April 1, 1999 (the latest
information available),  NERC was 99 percent complete with its assessment phase,
95 percent  complete  with its planning  phase and 75 percent  complete with its
implementation/testing phase. Ameren participated in a Year 2000 drill conducted
by NERC in April 1999. The drill focused on the testing of the backup systems of
voice and data communications  needed to operate the electric power grids in the
event of a partial  communication  loss. The results of the drill at Ameren were
successful.  Additional drills are planned.  Through the Electric Power Research
Institute (EPRI), an industry-wide effort has been established to deal with Year
2000  problems  affecting  digital  systems and  equipment  used by the nation's
electric power companies. Under this effort, participating utilities are working
together  to assess  specific  vendors'  system  problems  and test  plans.  The
assessment  will be shared by the  industry as a whole to  facilitate  Year 2000
problem solving.

In addressing  the Year 2000 Issue,  Ameren will incur  internal  labor costs as
well as  external  consulting  and  other  expenses  related  to  infrastructure
enhancements necessary to prepare for the new century. Ameren estimates that its

                                      -5-

<PAGE>

external costs  (consulting fees and related costs) for addressing the Year 2000
Issue will range from $10 million to $15 million.  As of March 31, 1999,  Ameren
has expended  approximately  $5 million.  Ameren's  plans to complete  Year 2000
modifications  are based on  management's  best  estimates,  which  are  derived
utilizing  numerous   assumptions  of  future  events  including  the  continued
availability of certain resources,  and other factors.  However, there can be no
guarantee that these  estimates will be achieved and actual results could differ
materially  from those plans.  Specific  factors that might cause such  material
differences  include,  but are not  limited  to,  the  availability  and cost of
personnel  trained in this area,  the ability to locate and correct all relevant
computer codes, and similar uncertainties.

Ameren  believes  that,  with  appropriate  modifications  to existing  computer
systems/components,  updates by vendors and trading partners,  and conversion to
new  software and  hardware in the  ordinary  course of business,  the Year 2000
Issue  will  not  pose  significant  operational  problems  for the  Registrant.
However,  if such conversions are not completed in a proper and timely manner by
all  affected  parties,  the Year 2000 Issue could  result in  material  adverse
operational and financial  consequences  to the Registrant,  and there can be no
assurance  that  Ameren's  efforts,  or those of vendors and  trading  partners,
interconnection  affiliates, NERC or EPRI to address the Year 2000 Issue will be
successful.  Ameren is in the process of developing contingency plans to address
potential risks, including risks of vendor/trading  partners  noncompliance,  as
well as noncompliance of any of the Registrant's material operating systems. The
first operational contingency plan addressing power grid issues was completed in
March 1999. Based on the findings of the Year 2000 drill, minor modifications to
the plan are being developed, with an expected completion date by the end of the
second  quarter 1999.  Contingency  plans related to the business areas are also
expected to be completed by the end of the second  quarter  1999.  At this time,
the  Registrant  is unable to predict the ultimate  impact,  if any, of the Year
2000 Issue on the  Registrant's  financial  condition,  results of operations or
liquidity; however, the impact could be material.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk  represents the risk of changes in value of a financial  instrument,
derivative  or  non-derivative,  caused by  fluctuations  in interest  rates and
equity prices. The following discussion of Ameren's,  including AmerenUE's, risk
management activities includes forward-looking statements that involve risks and
uncertainties.  Actual results could differ  materially  from those projected in
the "forward-looking" statements. Ameren handles market risks in accordance with
established  policies,  which  may  include  entering  into  various  derivative
transactions. In the normal course of business, Ameren also faces risks that are
either non-financial or non-quantifiable.  Such risks principally include credit
risk and legal risk and are not represented in the following analysis.

Interest Rate Risk
The  Registrant  is exposed to market risk  through  changes in  interest  rates
through its  issuance  of both  long-term  and  short-term  variable-rate  debt,
fixed-rate debt and commercial  paper. The Registrant  manages its interest rate
exposure by  controlling  the amount of these  instruments  it holds  within its
total  capitalization  portfolio and by monitoring the effects of market changes
in interest rates.

If  interest  rates  increase  1  percent  in  2000 as  compared  to  1999,  the
Registrant's interest expense would increase by approximately $5 million and net
income  would  decrease  by  approximately  $3  million.  This  amount  has been
determined using the assumptions that the Registrant's outstanding variable rate
debt as of March 31, 1999, continued to be outstanding throughout 2000, and that
the average interest rates for these instruments  increased 1 percent over 1999.
The model does not consider the effects of the reduced level of overall economic
activity that would exist in such an environment.  In the event of a significant
change in  interest  rates,  management  would  likely  take  actions to further
mitigate its exposure to this market risk.  However,  due to the  uncertainty of
the  specific  actions  that  would be taken and  their  possible  effects,  the
sensitivity analysis assumes no change in the Registrant's financial structure.

Commodity Price Risk
The  Registrant  is exposed to changes in market prices for natural gas and fuel
and  purchased  power.  With regard to its natural  gas  utility  business,  the
Registrant's  exposure to changing  market prices is in large part  mitigated by
the fact that AmerenUE has a Purchased Gas  Adjustment  Clause (PGA) in place in
both its Missouri and Illinois  jurisdictions.  The PGA allows the Registrant to
pass on to its  customers  its  prudently  incurred  costs of natural gas.  With
approval  of  the  Missouri  Public  Service   Commission,   the  Registrant  is
participating in an experimental program to control the volatility of gas prices
paid by its  Missouri  customers  in the  1998-1999  winter  months  through the
purchase of financial instruments.

                                      -6-

<PAGE>

Since  the  Registrant  does not  have a  provision  similar  to the PGA for its
electric operations, the Registrant has entered into several long-term contracts
with various  suppliers to purchase coal and nuclear fuel to manage its exposure
to fuel prices.  With regard to the Registrant's  exposure to commodity risk for
purchased power, Ameren has established a subsidiary,  AmerenEnergy, Inc., whose
primary  responsibility  includes  managing  market  risks  associated  with the
changing market prices for purchased power for the Registrant.

AmerenEnergy  utilizes  several  techniques  to  mitigate  its  market  risk for
purchased  power,  including  utilizing  derivative  financial  instruments.   A
derivative  is a contract  whose value is dependent on or derived from the value
of some underlying asset. The derivative financial instruments that AmerenEnergy
is allowed to utilize (which include  forward  contracts and futures  contracts)
are  dictated by a risk  management  policy,  which has been  reviewed  with the
Auditing  Committee of Ameren's  Board of  Directors.  Compliance  with the risk
management policy is the responsibility of a risk management steering committee,
consisting of Ameren  officers and an  independent  risk  management  officer at
AmerenEnergy.

As of March 31, 1999, the fair value of derivative financial instruments exposed
to commodity  price risk was immaterial.  The Registrant  expects an increase in
the derivative financial instruments used to manage risk in 1999 due to expected
growth at AmerenEnergy.

Equity Price Risk
The  Registrant  maintains  trust funds,  as required by the Nuclear  Regulatory
Commission  and  Missouri  and Illinois  state laws,  to fund  certain  costs of
nuclear  decommissioning.  As of March  31,  1999,  these  funds  were  invested
primarily in domestic equity securities,  fixed-rate,  fixed-income  securities,
and cash  and  cash  equivalents.  By  maintaining  a  portfolio  that  includes
long-term equity investments,  the Registrant is seeking to maximize the returns
to be  utilized  to fund  nuclear  decommissioning  costs.  However,  the equity
securities  included  in  the  Registrant's   portfolio  are  exposed  to  price
fluctuations in equity markets, and the fixed-rate,  fixed-income securities are
exposed to changes in interest  rates.  The  Registrant  actively  monitors  its
portfolio by benchmarking  the  performance of its  investments  against certain
indices and by  maintaining,  and  periodically  reviewing,  established  target
allocation  percentages  of the  assets  of its  trusts  to  various  investment
options. The Registrant's  exposure to equity price market risk is in large part
mitigated due to the fact that the  Registrant  is currently  allowed to recover
its decommissioning costs in its rates.

SAFE HARBOR STATEMENT

Statements made in this Form 10-Q which are not based on historical  facts,  are
forward-looking  and,  accordingly,  involve risks and uncertainties  that could
cause actual results to differ  materially from those  discussed.  Although such
forward-looking  statements  have  been  made in good  faith  and are  based  on
reasonable assumptions,  there is no assurance that the expected results will be
achieved.  These statements include (without limitation) statements as to future
expectations,   beliefs,  plans,  strategies,  objectives,  events,  conditions,
financial  performance  and the Year 2000 Issue.  In  connection  with the "Safe
Harbor" provisions of the Private Securities  Litigation Reform Act of 1995, the
Registrant is providing this cautionary  statement to identify important factors
that could cause actual  results to differ  materially  from those  anticipated.
Factors  include,  but are not limited to, the  effects of  regulatory  actions;
changes  in laws and other  governmental  actions;  competition;  future  market
prices for fuel and purchased power, electricity, and natural gas, including the
use of financial  instruments;  average  rates for  electricity  in the Midwest;
business and economic  conditions;  interest  rates;  weather  conditions;  fuel
prices and  availability;  generation  plant  performance;  monetary  and fiscal
policies; future wages and employee benefits costs; and legal and administrative
proceedings.

                                      -7-


<PAGE>


                             UNION ELECTRIC COMPANY
                                  BALANCE SHEET
                                    UNAUDITED
                      (Thousands of Dollars, Except Shares)

<TABLE>
<CAPTION>


                                                                 March 31,  December 31,
ASSETS                                                              1999        1998      
------                                                        ------------- ------------
<S>                                                           <C>           <C>
Property and plant, at original cost:
   Electric                                                      $9,027,828   $8,975,542
   Gas                                                              212,846      209,556
   Other                                                             35,968       35,994
                                                                 ----------   ----------
                                                                  9,276,642    9,221,092
   Less accumulated depreciation and amortization                 4,174,696    4,110,250
                                                                 ----------   ----------
                                                                  5,101,946    5,110,842
Construction work in progress:
   Nuclear fuel in process                                          110,718      108,294
   Other                                                            113,805      127,168
                                                                 ----------   ----------
         Total property and plant, net                            5,326,469    5,346,304
                                                                 ----------   ----------
Investments and other assets:
   Nuclear decommissioning trust fund                               169,351      161,877
   Other                                                             44,506       45,688
                                                                 ----------   ----------
         Total investments and other assets                         213,857      207,565
                                                                 ----------   ----------
Current assets:
   Cash and cash equivalents                                         45,917       47,337
   Accounts receivable - trade (less allowance for doubtful
         accounts of $6,892 and $6,678, respectively)               155,450      143,912
   Unbilled revenue                                                  72,710       97,361
   Other accounts and notes receivable                               72,996       55,502
   Materials and supplies, at average cost -
      Fossil fuel                                                    53,009       53,036
      Other                                                          95,442       91,831
   Other                                                             10,254       13,529
                                                                 ----------   ----------
         Total current assets                                       505,778      502,508
                                                                 ----------   ----------
Regulatory assets:
   Deferred income taxes                                            607,501      608,353
   Other                                                            161,091      165,134
                                                                 ----------   ----------
         Total regulatory assets                                    768,592      773,487
                                                                 ----------   ----------
Total Assets                                                     $6,814,696   $6,829,864
                                                                 ==========   ==========

CAPITAL AND LIABILITIES
Capitalization:
   Common stock, $5 par value, authorized 150,000,000 shares -
     outstanding  102,123,834 shares                             $  510,619   $  510,619
   Other paid-in capital, principally premium on
     common stock                                                   701,896      701,896
   Retained earnings                                              1,191,568    1,211,610
                                                                 ----------   ----------
         Total common stockholder's equity                        2,404,083    2,424,125
   Preferred stock not subject to mandatory redemption              155,197      155,197
   Long-term debt                                                 1,675,486    1,674,311
                                                                 ----------   ----------
         Total capitalization                                     4,234,766    4,253,633
                                                                 ----------   ----------
Current liabilities:
   Current maturity of long-term debt                               116,194      117,269
   Accounts and wages payable                                       138,777      242,522
   Accumulated deferred income taxes                                 45,838       45,061
   Taxes accrued                                                    161,216      100,714
   Other                                                            186,502      151,385
                                                                 ----------   ----------
         Total current liabilities                                  648,527      656,951
                                                                 ----------   ----------
Accumulated deferred income taxes                                 1,251,638    1,254,372
Accumulated deferred investment tax credits                         142,789      144,175
Regulatory liability                                                155,915      159,317
Other deferred credits and liabilities                              381,061      361,416
                                                                 ----------   ----------
Total Capital and Liabilities                                    $6,814,696   $6,829,864
                                                                 ==========   ==========

</TABLE>

                                      -8-

<PAGE>

                             UNION ELECTRIC COMPANY
                               STATEMENT OF INCOME
                                    UNAUDITED
                             (Thousands of Dollars)

<TABLE>
<CAPTION>



                                                                 Three Months Ended          Twelve Months Ended
                                                                      March 31,                    March 31,         
                                                            --------------------------    --------------------------
                                                                 1999           1998          1999           1998
                                                                 ----           ----          ----           ----

<S>                                                       <C>            <C>           <C>             <C>

    Electric                                                $   461,134    $   436,317    $ 2,315,343    $ 2,183,921
    Gas                                                          44,917         42,094         93,998         94,243
    Other                                                            20            174            216            496
                                                            -----------    -----------    -----------    -----------
       Total operating revenues                                 506,071        478,585      2,409,557      2,278,660

 OPERATING EXPENSES:
    Operations
       Fuel and purchased power                                 120,575        111,777        539,247        495,581
       Gas                                                       21,800         19,979         51,317         55,923
       Other                                                     97,924        100,109        459,802        409,588
                                                            -----------    -----------    -----------    -----------
                                                                240,299        231,865      1,050,366        961,092
    Maintenance                                                  50,623         48,045        224,573        216,273
    Depreciation and amortization                                65,405         64,521        260,671        251,038
    Income taxes                                                 31,255         24,432        224,208        195,863
    Other taxes                                                  49,602         47,602        214,789        209,034
                                                            -----------    -----------    -----------    -----------
       Total operating expenses                                 437,184        416,465      1,974,607      1,833,300

 OPERATING INCOME                                                68,887         62,120        434,950        445,360

 OTHER INCOME AND DEDUCTIONS:
    Allowance for equity funds used during
       construction                                               2,669          1,017          6,637          4,601
    Miscellaneous, net                                            1,328           (519)        12,751          7,896
                                                            -----------    -----------    -----------    -----------
       Total other income and deductions                          3,997            498         19,388         12,497

 INCOME BEFORE INTEREST CHARGES                                  72,884         62,618        454,338        457,857

 INTEREST CHARGES:
    Interest                                                     30,923         34,160        126,710        137,656
    Allowance for borrowed funds used during construction        (1,782)        (1,844)        (5,883)        (7,093)
                                                            -----------    -----------    -----------    -----------
    Net interest charges                                         29,141         32,316        120,827        130,563

 INCOME BEFORE EXTRAORDINARY CHARGE                              43,743         30,302        333,511        327,294
                                                            -----------    -----------    -----------    -----------

 EXTRAORDINARY CHARGE (NET OF
 INCOME TAXES)                                                     --             --             --          (26,967)
                                                            -----------    -----------    -----------    -----------

 NET INCOME                                                      43,743         30,302        333,511        300,327

 PREFERRED STOCK DIVIDENDS                                        2,204          2,204          8,817          8,817
                                                            -----------    -----------    -----------    -----------

NET INCOME AFTER PREFERRED
                STOCK DIVIDENDS                             $    41,539    $    28,098    $   324,694    $   291,510
                                                            ===========    ===========    ===========    ===========

</TABLE>

                                      -9-


<PAGE>


                             UNION ELECTRIC COMPANY
                             STATEMENT OF CASH FLOWS
                                    UNAUDITED
                             (Thousands of Dollars)

<TABLE>
<CAPTION>


                                                         Three Months Ended
                                                              March 31,      
                                                          1999         1998
<S>                                                  <C>          <C>
Cash Flows From Operating:
   Net income                                          $  43,743    $  30,302
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                     63,071       62,242
        Amortization of nuclear fuel                      10,416        9,617
        Allowance for funds used during construction      (4,451)      (2,861)
        Deferred income taxes, net                        (4,507)      (1,922)
        Deferred investment tax credits, net              (1,386)      (1,375)
        Changes in assets and liabilities:
           Receivables, net                               (4,381)      25,977
           Materials and supplies                         (3,584)       3,127
           Accounts and wages payable                   (103,745)     (92,832)
           Taxes accrued                                  60,502       48,259
           Other, net                                     54,108      (18,690)
                                                       ---------    ---------
Net cash provided by operating activities                109,786       61,844

Cash Flows From Investing:
   Construction expenditures                             (49,473)     (43,186)
   Allowance for funds used during construction            4,451        2,861
   Nuclear fuel expenditures                              (2,381)      (4,422)
                                                       ---------    ---------
Net cash used in investing activities                    (47,403)     (44,747)

Cash Flows From Financing:
   Dividends on common stock                             (61,581)     (61,581)
   Dividends on preferred stock                           (2,204)      (2,204)
      Redemptions -
         Nuclear fuel lease                               (3,635)     (10,407)
         Long-term debt                                     --        (25,000)
      Issuances -
         Nuclear fuel lease                                3,617        1,161
         Short-term debt                                    --         21,700
         Long-term debt                                     --         65,000
                                                       ---------    ---------
Net cash used in financing activities                    (63,803)     (11,331)

Net increase in cash and cash equivalents                 (1,420)       5,766
Cash and cash equivalents at beginning of year            47,337        3,232
                                                       ---------    ---------
Cash and cash equivalents at end of period             $  45,917    $   8,998
                                                       =========    =========

Cash paid during the periods:
   Interest (net of amount capitalized)                $  20,217    $  19,210
   Income taxes, net                                   $  (2,633)   $  (3,072)

</TABLE>

                                      -10-

<PAGE>


UNION ELECTRIC COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1999

Note 1 - Union Electric  Company  (AmerenUE or the Registrant) is a wholly-owned
subsidiary of Ameren  Corporation  (Ameren),  which is the parent company of two
utility operating companies,  the Registrant and Central Illinois Public Service
Company  (AmerenCIPS).  Ameren is a registered  holding company under the Public
Utility  Holding  Company Act of 1935 (PUHCA)  formed in December  1997 upon the
merger of AmerenUE and CIPSCO  Incorporated  (the  Merger).  Both Ameren and its
subsidiaries  are  subject  to  the  regulatory  provisions  of the  PUHCA.  The
operating  companies are engaged  principally in the  generation,  transmission,
distribution  and  sale  of  electric  energy  and the  purchase,  distribution,
transportation  and sale of natural gas in the states of Missouri and  Illinois.
Contracts among the companies--dealing with jointly-owned generating facilities,
interconnecting  transmission  lines,  and the  exchange of electric  power--are
regulated by the Federal Energy  Regulatory  Commission (FERC) or the Securities
and Exchange Commission (SEC).  Administrative  support services are provided to
the Registrant by a separate Ameren  subsidiary,  Ameren Services  Company.  The
Registrant  serves 1.1 million  electric  and 124,000 gas  customers in a 24,500
square-mile area of Missouri and Illinois, including Metropolitan St. Louis.

The Registrant also has a 40 percent  interest in Electric  Energy,  Inc. (EEI),
which is  accounted  for under the  equity  method of  accounting.  EEI owns and
operates an  electric  generating  and  transmission  facility in Illinois  that
supplies  electric  power  primarily to a uranium  enrichment  plant  located in
Paducah, Kentucky.

Note 2 - Financial  statement note  disclosures,  normally included in financial
statements prepared in conformity with generally accepted accounting principles,
have been omitted in this Form 10-Q pursuant to the Rules and Regulations of the
Securities and Exchange  Commission.  However, in the opinion of the Registrant,
the disclosures contained in this Form 10-Q are adequate to make the information
presented not misleading. See Notes to Financial Statements included in the 1998
Form 10-K for information relevant to the financial statements contained in this
Form 10-Q,  including  information as to the significant  accounting policies of
the Registrant.

Note 3 - In the opinion of the Registrant the interim financial statements filed
as part of this Form 10-Q  reflect all  adjustments,  consisting  only of normal
recurring  adjustments,  necessary  for a fair  statement of the results for the
periods presented. Registrant's financial statements were prepared to permit the
information  required in the Financial  Data Schedule  (FDS),  Exhibit 27, to be
directly  extracted from the filed statements.  The FDS amounts correspond to or
are calculable  from the amounts  reported in the financial  statements or notes
thereto.

Note 4 - Due to the  effect of  weather  on sales and  other  factors  which are
characteristic of public utility  operations,  financial results for the periods
ended March 31, 1999 and 1998, are not necessarily  indicative of trends for any
three-month or twelve-month period.

Note 5 - On July 21,  1995,  the  Missouri  Public  Service  Commission  (MoPSC)
approved an agreement  involving the Registrant's  Missouri  electric rates. The
Agreement included a three-year  experimental  alternative  regulation plan that
provides that earnings in excess of a 12.61 percent  regulatory return on equity
(ROE) will be shared equally  between  customers and  shareholders  and earnings
above 14 percent ROE will be credited to  customers.  The formula for  computing
the credit uses  twelve-month  results ending June 30, rather than calendar year
earnings.

The MoPSC staff has  proposed  adjustments  to the  Registrant's  estimated  $43
million  credit  for the final  year of the  original  experimental  alternative
regulation plan, which if ultimately  accepted,  could increase the Registrant's
estimated  credit up to $10  million.  This  credit  is  subject  to  regulatory
proceedings before the MoPSC which are scheduled to occur in June 1999.

A new three-year  experimental  alternative  regulation plan was included in the
joint  agreement  approved by the MoPSC in its February 1997 order approving the
Merger. Like the original plan, the new plan requires that earnings over a 12.61
percent ROE up to a 14 percent ROE will be shared equally between  customers and
stockholders.  The new three-year  plan will also return to customers 90 percent
of all earnings above a 14 percent ROE up to a 16 percent ROE.  Earnings above a
16 percent ROE will be credited entirely to customers. As of March 31, 1999, the
Registrant  has recorded an estimated  $20 million  credit for the first year of
the new plan,  compared to a $10 million  credit  recorded in 1998 for the third
year of the original plan. This credit,  which the Registrant  expects to pay to
Missouri  customers  later this year,  was  reflected as a reduction in electric
revenues.  The final  amount of the  credit  will  depend  on  several  factors,
including the Registrant's earnings for 12 months ended June 30, 1999.

                                      -11-

<PAGE>

The joint  agreement  approved by the MoPSC in its February 1997 order approving
the Merger also provided for a Missouri  electric rate decrease,  retroactive to
September  1, 1998,  based on the  weather-adjusted  average  annual  credits to
customers under the original experimental  alternative rate plan. The Registrant
estimates  that its Missouri  electric  rate  decrease  should  approximate  $15
million to $20  million on an  annualized  basis.  However,  the MoPSC staff has
proposed  adjustments to the Registrant's  estimate based upon their methodology
of calculating the  weather-adjusted  credits.  In addition,  the results of the
regulatory   proceedings   associated  with  the  final  year  of  the  original
experimental alternative regulation plan will impact the final Missouri electric
rate decrease as well. The regulatory proceedings are scheduled to occur in June
1999. The staff's proposed adjustments,  if ultimately accepted,  could increase
the Registrant's  proposed Missouri electric rate decrease by $15 million to $20
million.

In conjunction  with the Electric Service Customer Choice and Rate Relief Law of
1997,  a 5 percent  residential  electric  rate  decrease  for the  Registrant's
Illinois electric  customers was effective August 1, 1998. This rate decrease is
expected to decrease electric  revenues $3 million annually,  based on estimated
levels of sales and assuming  normal weather  conditions.  The Registrant may be
subject to additional 5 percent  residential  electric rate decreases in each of
2000 and 2002,  to the extent its rates  exceed the Midwest  utility  average at
that time.  The  Registrant's  rates are  currently  below the  Midwest  utility
average.

Note 6 - Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software  Developed or Obtained for Internal Use" became effective on January 1,
1999.  SOP 98-1  provides  guidance  on  accounting  for the  costs of  computer
software  developed or obtained for internal use. Under SOP 98-1, certain costs,
may be capitalized and amortized over some future period.  SOP 98-1 did not have
a  material  impact  on  the  Registrant's  financial  position  or  results  of
operations upon adoption.

The  Emerging  Issues Task Force of the  Financial  Accounting  Standards  Board
(EITF)  Issue  98-10,   "Accounting  for  Energy  Trading  and  Risk  Management
Activities" became effective on January 1, 1999. EITF 98-10 provides guidance on
the  accounting  for energy  contracts  entered into for the purchase or sale of
electricity,  natural  gas,  capacity  and  transportation.  The EITF  reached a
consensus in EITF 98-10 that sales and purchase  activities being performed need
to be classified as either  trading or  non-trading.  Furthermore,  transactions
that are determined to be trading  activities would be recognized on the balance
sheet measured at fair value,  with gains and losses included in earnings.  EITF
98-10  includes  factors  or  indicators  to  consider  when  determining  if  a
transaction is a trading or non-trading activity. Currently,  AmerenEnergy Inc.,
an energy marketing subsidiary of Ameren, enters into contracts for the sale and
purchase  of  energy  on  behalf  of  the  Registrant.  These  transactions  are
considered  non-trading  activities  and are  accounted for using the accrual or
settlement  method,   which  represents   industry   practice.   Should  any  of
AmerenEnergy's  future activities be considered  trading activities based on the
indicators  provided in EITF 98-10,  a change in  accounting  practice  would be
required.  EITF  98-10  did  not  have a  material  impact  on the  Registrant's
financial position or results of operations upon adoption.

Note 7 - Certain  reclassifications were made to prior-year financial statements
to conform to current-period presentation.

                                      -12-

<PAGE>


                           PART II. OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At the annual meeting of  stockholders  of the Registrant held on April
22, 1999,  the following  matter was presented to the meeting for a vote and the
results of such voting are as follows:

     Item (1)  Election of Directors.

                                                                       Non-Voted
               Name                       For           Withheld        Brokers

     Paul A. Agathen...............   104,208,507         16,991            0
     Warner L. Baxter..............   104,206,922         18,499            0
     Donald E. Brandt..............   104,207,632         17,791            0
     Charles W. Mueller............   104,208,507         16,991            0
     Gary L. Rainwater.............   104,207,257         18,091            0


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits.

           Exhibit 12 -  Computation  of Ratio of Earnings to Fixed  Charges
           and Preferred Stock Dividend Requirements,  12 Months Ended March
           31, 1999.

           Exhibit 27 - Financial Data Schedule.

     (b)   Reports on Form 8-K.  None.


                                   SIGNATURES

         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.

                                            UNION ELECTRIC COMPANY
                                                 (Registrant)


                                        By   /s/ Donald E. Brandt
                                             ----------------------
                                                 Donald E. Brandt
                                               Senior Vice President
                                           Finance and Corporate Services
                                            (Principal Financial Officer)


Date:  May 14, 1999

                                      -13-