UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  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 September 30, 1997

[  ]     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 October 31, 1997:
   Common Stock, $5 par value - 102,123,834  
       (excl. 42,990 treasury shares)


                             UNION ELECTRIC COMPANY

                                     INDEX




                                                                      Page No.

Part I      Financial Information (Unaudited)                                  

            Balance Sheet --
               September 30, 1997 and December 31, 1996                      2

            Statement of Income --
               Three Months, Nine Months and Twelve 
               Months Ended September 30, 1997 and 1996                      3

            Statement of Cash Flows --
               Nine Months Ended September 30, 1997 and 1996                 4

            Notes to Financial Statements                                5 & 6

            Management's Discussion and Analysis                     7 thru 13



Part II       Other Information                                               

                                                                        Page 2
                          UNION ELECTRIC COMPANY
                               BALANCE SHEET
                                 UNAUDITED
                           (Thousands of Dollars)

<TABLE>
                                                                                       September 30,           December 31,
                                                                                           1997                    1996    
                                                                                       -------------          -------------
ASSETS:

<S>                                                                                    <C>                    <S>   
Property and plant, at original cost
     Electric                                                                             $8,818,445             $8,630,628
     Gas                                                                                     194,454                185,867
     Other                                                                                    35,960                 35,965
                                                                                          ----------             ----------
                                                                                           9,048,859              8,852,460
     Less accumulated depreciation and amortization                                        3,829,996              3,656,890
                                                                                          ----------             ----------
                                                                                           5,218,863              5,195,570
     Construction work in progress:
         Nuclear fuel in process                                                             108,882                 96,147
         Other                                                                                68,232                 90,953
                                                                                          ----------             ----------
             Total property and plant, net                                                 5,395,977              5,382,670
Regulatory assets:
     Deferred income taxes                                                                   656,248                692,171
     Other                                                                                   167,896                178,760
                                                                                          ----------             ----------
             Total regulatory assets                                                         824,144                870,931
Deferred charges:
     Nuclear decommissioning trust fund                                                      119,333                 96,601
     Unamortized debt expense                                                                 10,066                 10,591
     Other                                                                                    26,937                 27,377
                                                                                          ----------             ----------
             Total deferred charges                                                          156,336                134,569
Current assets:
     Cash                                                                                     27,657                  4,897
     Accounts receivable - trade (less allowance for doubtful
         accounts of $4,602 and $5,195 at respective dates)                                  242,756                192,868
     Unbilled revenue                                                                         61,011                 76,190
     Other accounts and notes receivable                                                      38,661                 37,190
     Materials and supplies, at average cost -
         Fossil fuel                                                                          52,741                 63,651
         Construction and maintenance                                                         97,346                 94,517
     Other                                                                                    11,830                 13,326
                                                                                          ----------             ----------
             Total current assets                                                            532,002                482,639
                                                                                          ----------             ----------
Total Assets                                                                              $6,908,459             $6,870,809
                                                                                          ==========             ==========

CAPITAL AND LIABILITIES:

Capitalization:
     Common stock, $5 par value, authorized 150,000,000 shares-
         102,123,834 outstanding 
         (excl. 42,990 at par value in treasury)                                         $  510,619              $  510,619
     Other paid-in capital                                                                  716,879                 717,669
     Retained earnings                                                                    1,210,404               1,126,513
                                                                                         ----------              ----------
             Total common stockholders' equity                                            2,437,902               2,354,801
     Preferred stock not subject to mandatory redemption                                    155,197                 218,497
     Preferred stock subject to mandatory redemption                                             --                     624
     Capital lease obligation                                                                84,801                  77,168
     Long-term debt, net                                                                  1,721,951               1,721,503
                                                                                         ----------              ----------
             Total capitalization                                                         4,399,851               4,372,593
Accumulated deferred income taxes                                                         1,298,879               1,318,404
Accumulated deferred investment tax credits                                                 155,715                 160,342
Regulatory liability                                                                        189,862                 203,822
Accumulated provision for nuclear decommissioning                                           124,351                  98,274
Other deferred credits and liabilities                                                      178,419                 156,913
Current and accrued liabilities:
     Current maturity of capital lease obligation                                            28,749                  28,966
     Current maturity of long-term debt                                                          --                  45,000
     Accounts payable                                                                        74,814                 170,383
     Wages payable                                                                           37,386                  39,996
     Bank loans                                                                               7,000                  11,300
     Accumulated deferred income taxes                                                       35,160                  43,933
     Income taxes accrued                                                                   142,373                  35,505
     Other taxes accrued                                                                     84,836                  16,040
     Interest accrued                                                                        55,296                  45,173
     Dividends accrued                                                                        2,204                   3,004
     Other                                                                                   93,564                 121,191
                                                                                          ---------               ---------
             Total current and accrued liabilities                                          561,382                 560,461
                                                                                          ---------               ---------

Total Capital and Liabilities                                                            $6,908,459              $6,870,809
                                                                                         ==========              ========== 

</TABLE>

                                                                        Page 3

                         UNION ELECTRIC COMPANY
                           STATEMENT OF INCOME
                               (UNAUDITED)
         (Thousands of Dollars Except Shares and Per Share Amounts)

<TABLE>
                                               Three Months Ended            Nine Months Ended          Twelve Months Ended
                                                 September 30,                 September 30,               September 30,    
                                               ------------------            -----------------         --------------------
                                               1997          1996             1997        1996           1997        1996
                                               ----          ----             ----        ----           ----        ----
<S>                                        <C>          <C>           <C>          <C>            <C>          <C>  
Operating revenues:
  Electric                                    $766,027     $733,785      $1,744,488   $1,716,061     $2,189,241   $2,151,551 
  Gas                                            8,256        9,799          66,725       68,277         97,512       95,610 
  Steam                                             71           82             353          341            498          464 
                                              --------    ---------      ----------   ----------     ----------   ---------- 
        Total operating revenues               774,354      743,666       1,811,566    1,784,679      2,287,251    2,247,625 

Operating expenses:
  Operations
     Fuel and purchased power                  151,752      138,018         382,272      387,038        508,066      506,113 
     Other                                     111,841      101,395         343,246      322,169        464,731      428,748 
                                              --------    ---------       ---------    ---------      ---------    --------- 
                                               263,593      239,413         725,518      709,207        972,797      934,861 
  Maintenance                                   47,957       49,526         158,877      159,988        222,521      218,255 
  Depreciation and decommissioning              62,487       60,816         185,151      180,101        246,348      238,969 
  Income taxes                                 117,395      116,681         187,023      189,546        194,846      210,595 
  Other taxes                                   64,276       63,256         166,680      166,463        213,483      211,664 
                                             ---------    ---------       ---------    ---------      ---------    --------- 
        Total operating expenses               555,708      529,692       1,423,249    1,405,305      1,849,995    1,814,344 

Operating income                               218,646      213,974         388,317      379,374        437,256      433,281 

Other income and deductions:
  Allowance for equity funds used
     during construction                         1,184        1,137           3,014        4,960          4,546        7,028 
  Miscellaneous, net                            (3,109)       1,225          (5,950)        (361)        (9,882)       2,430 
                                              --------    ---------       ---------    ---------      ---------    --------- 
     Total other income/
        deductions, net                         (1,925)       2,362          (2,936)       4,599         (5,336)       9,458 

Income before interest charges                 216,721      216,336         385,381      383,973        431,920      442,739 

Interest charges:
  Interest                                      34,656       33,061         105,289      100,589        137,345      133,559 
  Allowance for borrowed funds
     used during construction                   (1,714)      (1,691)         (4,959)      (5,669)        (6,298)      (7,114)
                                             ---------    ---------       ---------    ---------      ---------    --------- 
        Net interest charges                    32,942       31,370         100,330       94,920        131,047      126,445 

Net income                                     183,779      184,966         285,051      289,053        300,873      316,294 

Preferred stock dividends                        2,204        3,311           6,613        9,936          9,925       13,249 
                                             ---------    ---------       ---------    ---------      ---------    --------- 

Earnings on common stock                      $181,575     $181,655        $278,438     $279,117       $290,948     $303,045 
                                             =========    =========       =========    =========      =========    ========= 

Earnings per share of common stock                     
  (based on average 
     shares outstanding)                         $1.78        $1.78           $2.73        $2.73          $2.85        $2.97 
                                             =========     =========       =========    =========      =========    =========

Dividends per share of common stock             $0.635       $0.625          $1.905       $1.875          $2.54        $2.50 
                                             =========     =========       =========    =========      =========    =========

Average number of common shares                        
  outstanding (in thousands)                   102,124      102,124         102,124      102,124        102,124      102,124 
                                             =========    =========       =========    ==========     ==========    =========
</TABLE>

                                                                        Page 4
                       UNION ELECTRIC COMPANY
                       STATEMENT OF CASH FLOWS
                             UNAUDITED
                       (Thousands of Dollars)

<TABLE>
                                                                                          Nine Months Ended     
                                                                                            September 30,  
                                                                                          -----------------     
                                                                                          1997              1996
                                                                                          ----              ----
<S>                                                                                   <C>               <C>  
Cash Flows From Operating:
  Net income                                                                             $285,051          $289,053 
  Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                                                      178,315           172,869 
       Amortization of nuclear fuel                                                        28,737            32,198 
       Allowance for funds used during construction                                        (7,973)          (10,629)
       Deferred income taxes, net                                                          (6,336)            5,980 
       Deferred investment tax credits, net                                                (4,627)           (4,638)
       Changes in assets and liabilities:
          Receivables, net                                                                (36,180)          (37,877)
          Materials and supplies                                                            8,081           (27,208)
          Accounts and wages payable                                                      (98,149)          (95,627)
          Taxes accrued                                                                   175,664           148,824 
          Interest and dividends accrued or declared                                        9,323             6,910 
          Other, net                                                                        6,470              45,929 
                                                                                         --------          -------- 
Net cash provided by operating activities                                                 538,376           525,784 

Cash Flows From Investing:
  Construction expenditures                                                              (204,028)         (241,899)
  Allowance for funds used during construction                                              7,973            10,629 
  Nuclear fuel expenditures                                                               (12,594)          (26,001)
                                                                                        ---------         --------- 
Net cash used in investing activities                                                    (208,649)         (257,271)

Cash Flows From Financing:
  Dividends on preferred stock                                                             (6,613)           (9,936)
  Dividends on common stock                                                              (194,546)         (191,483)
  Redemptions -
    Nuclear fuel lease                                                                    (21,011)          (25,659)
    Short-term debt                                                                        (4,300)          (19,600)
    Long-term debt                                                                        (45,000)          (35,000)
    Preferred stock                                                                       (63,924)              (26)
  Issuances -
    Nuclear fuel lease                                                                     28,427            31,593 
                                                                                        ---------         --------- 
Net cash used in financing activities                                                    (306,967)         (250,111)
 
Net change in cash and cash equivalents                                                    22,760            18,402 

Cash and cash equivalents at beginning of period                                            4,897             1,025 
                                                                                        ---------         --------- 

Cash and cash equivalents at end of period                                               $ 27,657          $ 19,427 
                                                                                        =========         ========= 

Supplemental disclosure of cash flow information:
  Cash and cash equivalents include cash on hand and temporary
  investments purchased with a maturity of three months or less.

  Cash paid during the period:
    Interest (net of amount capitalized)                                                 $ 79,047          $ 83,197 
    Income taxes                                                                           91,115           105,357
</TABLE>

                                                                        Page 5
                        UNION ELECTRIC COMPANY
                        ======================
              NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1 -        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 1996
                Annual Report on 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 2 -        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 3 -        Due to the effect of weather on sales and other factors
                which are characteristic of public utility operations,
                financial results for the periods ended September 30,
                1997 and 1996 are not necessarily indicative of trends
                for any three-month, nine-month or twelve-month period.

Note 4 -        On July 21, 1995, the Missouri Public Service
                Commission 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 a 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.  During the nine
                months ended September 30, 1997, the registrant
                recorded an estimated $20 million credit for the second
                year of the plan compared to a $47 million credit
                recorded for the first year of the plan in 1996.  This
                credit, which the registrant expects to pay to Missouri
                customers later this year, was reflected as a reduction
                in electric revenues.  


                                                                        Page 6

Note 5 -        On September 10, 1997, the Illinois Commerce Commission
                approved the merger between the registrant and CIPSCO
                Incorporated ("CIPSCO") subject to certain conditions. 
                The conditions included the requirement for the
                registrant and CIPSCO to file a rate case or
                alternative regulatory plan within six months after the
                merger is final to determine how net merger savings
                would be shared between ratepayers and shareholders.

                On October 15, 1997, the Federal Energy Regulatory
                Commission ("FERC") approved the merger between the
                registrant and CIPSCO.  The FERC ruled that the
                conditions included in the Initial Decision, issued by
                the Administrative Law Judge, relating to issues
                associated with certain power and transmission service
                agreements with other utilities are not necessary and
                that competition would not be harmed.

                On October 16, 1997, the U.S. Nuclear Regulatory
                Commission ("NRC") issued an order indicating that it
                had reviewed and found acceptable the registrant's
                request for transfer of the license for Callaway Plant
                from present ownership to Ameren Corporation at the
                time of the merger.

                The merger is still subject to approval by the
                Securities and Exchange Commission and is expected to
                be consummated by the end of 1997.
              

Note 6 -        Certain reclassifications were made to prior-year
                financial statements to conform with current-period
                presentation.

                                                                        Page 7

                     UNION ELECTRIC COMPANY
                     ======================
              MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF THE RESULTS OF OPERATIONS

        The registrant and CIPSCO Incorporated entered into a Merger
Agreement dated August 11, 1995, which was approved by the
shareholders of both companies in December 1995.  The merged
entity is expected to realize $644 million in net savings over 10
years from combining certain operations of the two companies and
is expected to adopt Union Electric's dividend payment level. 
The merger is expected to be consummated by the end of 1997.
(See Note 5 to the Financial Statements of this report.)


Results of Operations

        Third quarter common stock earnings of $182 million, or
$1.78 per share, remained unchanged compared to third quarter
1996.  Common stock earnings for the nine months ended September
30, 1997, totaled $278 million, or $2.73 per share, also
unchanged from year-ago levels.  Common stock earnings for the
twelve months ended September 30, 1997, were $291 million, or
$2.85 per share, a $12 million, or 12 cent per-share, decrease
from the comparable prior-year period.

        Earnings and earnings per share fluctuated due to many
conditions, the primary ones being: weather variations, credits
to electric customers, sales growth, fluctuating operating
expenses and merger-related expenses.  The significant items
affecting revenues, expenses and earnings during the three-month,
nine-month and twelve-month periods ended September 30, 1997, and
1996 are detailed below:

<TABLE>
Electric Operating Revenues
(Millions of Dollars)                                Variations for periods ended 
                                                September 30, 1997 from comparable
                                                             prior-year periods
                                                -----------------------------------
                                                   Three                  Nine                 Twelve
                                                   Months                 Months               Months
                                                   ------                 ------               ------
<S>                                             <C>                    <C>                  <C> 
Credits to customers                               $   -                  $26.4                $25.0 
Effect of abnormal weather                           28.3                    1.6                  4.4 
Growth and other                                      6.3                   (8.7)                (5.3)
Interchange sales                                    (2.4)                   9.1                 13.6 
                                                    ------                 ------               ------ 
                                                    $32.2                  $28.4                $37.7 
                                                    ======                 ======               ====== 
</TABLE>

        The $32.2 million increase in third quarter electric
revenues compared to the year-ago quarter is primarily the result
of increased revenues from residential and commercial customers
due to warmer weather.  Residential and commercial sales
increased 7 percent and 5 percent, respectively, over the same
period last year while


                                                                        Page 8

                      UNION ELECTRIC COMPANY
                      ======================
                MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF THE RESULTS OF OPERATIONS (Continued)

interchange sales decreased 27 percent.  Industrial sales were up
4 percent compared to the year-ago quarter.

        Electric revenues for the nine months and twelve months
ended September 30, 1997, increased $28.4 million and $37.7
million, respectively, compared to the same periods last year
primarily due to a lower customer credit (see Note 4 to the
Financial Statements of this report) as well as increased
interchange revenues, partially offset by lower revenues
attributable to one less day in the period due to leap year in
1996.  For both the nine-month and twelve-month periods ended
September 30, 1997, residential sales decreased 1 percent while
commercial sales remained relatively flat compared to the same
periods in 1996.  Interchange and industrial sales increased 10
percent and 2 percent, respectively, compared to the year-ago
periods. 

Operating Expenses

Fuel and Purchased Power                       
(Millions of Dollars)
<TABLE>
                                            Variations for periods ended 
                                         September 30, 1997 from comparable 
                                                   prior-year periods
                                         ----------------------------------
                                              Three                  Nine                 Twelve
                                              Months                 Months               Months
                                              ------                 ------               ------
<S>                                       <C>                    <C>                   <C>
Fuel:
  Variation in generation                    $   1.0                 $ 17.8               $ 22.5 
  Price                                         (2.7)                  (9.1)                (4.7)
  Generation efficiencies   
  and other                                      1.6                     .2                    - 
Purchased power variation                       13.8                  (13.7)               (15.9)
                                             -------                -------              ------- 
                                             $  13.7                 $ (4.8)             $   1.9 
                                             =======                =======              ======= 
</TABLE>

        The increase in fuel and purchased power costs for the three
months ended September 30, 1997, compared to the same prior-year
period was primarily due to increased purchased power costs,
resulting from increased native load sales, partially offset by
lower fuel prices.

        The decline in fuel and purchased power costs for the nine
months ended September 30, 1997, versus the comparable prior-year
period was primarily due to decreased purchased power costs,
resulting from relatively flat native load sales coupled with
greater generation, as well as lower fuel prices.

        The increase in fuel and purchased power costs for the
twelve months ended September 30, 1997, compared to the
comparable period in 1996 was primarily due to increased
generation and relatively flat native load sales, resulting in

                                                                        Page 9

                     UNION ELECTRIC COMPANY
                     ======================
               MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF THE RESULTS OF OPERATIONS (Continued)

reduced purchased power costs, partially offset by lower fuel
prices.

Other Operating Expenses

        Other operating expense variations reflect recurring
conditions such as growth, inflation and wage increases.

        Third quarter 1997 operations expenses other than fuel and
purchased power increased $10 million over last year's third
quarter primarily due to increased information system related
expenses and consulting expenses.  Maintenance expenses for the
third quarter 1997 decreased $2 million compared to the same
period in 1996 due to decreased expenses at the Callaway nuclear
plant.        

        For the nine months and twelve months ended September 30,
1997, operations expenses other than fuel and purchased power
increased $21 million and $36 million, respectively, versus the
comparable prior-year period primarily due to increased
consultant expenses, information system related expenses and gas
purchased for resale (due to higher gas prices).

        Depreciation expense for the three-month, nine-month and
twelve-month periods ended September 30, 1997, increased
$2 million, $5 million and $7 million, respectively, versus
comparable 1996 periods, primarily due to increased depreciable
property.

        Income taxes charged to operating expenses for the nine
months and twelve months ended September 30, 1997, decreased $3
million and $16 million, respectively, primarily due to lower
pretax income.

Other Income and Deductions

        Miscellaneous other income and deductions for the three
months and nine months ended September 30, 1997, decreased $4
million and $6 million, respectively, compared to the year-ago
periods due to an increase in merger-related expenses. 
Miscellaneous other income and deductions for the twelve months
ended September 30, 1997, decreased $12 million compared to the
same period last year due to an increase in merger-related
expenses and higher charitable contributions.


Interest

        Interest charges for the three months, nine months and
twelve months ended September 30, 1997, increased $2 million, $5
million and $4 million, respectively, versus the prior-year
periods primarily due to increased debt outstanding.


                                                                       Page 10
                    UNION ELECTRIC COMPANY
                    ======================
              MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF THE RESULTS OF OPERATIONS (Continued)


Allowance for Funds Used During Construction (AFC)

        Variations in AFC track construction work in progress and
changes were not significant for the reporting periods.  During
the twelve month periods ended September 30, 1997 and 1996, AFC
rates averaged 8.7 percent and 9.1 percent, respectively.

Balance Sheet

        The $35 million increase in accounts receivable and unbilled
revenues is due primarily to higher revenues in August and
September 1997 compared to November and December 1996.

        Changes in accounts payable, income taxes accrued and other
tax accruals result from the timing of various payments to taxing
authorities and suppliers.

        The $28 million decrease in other current and accrued
liabilities at September 30, 1997, compared to December 31, 1996,
is primarily due to the payment in 1997 of the credit to
customers, recorded in 1996, partially offset by the credit to
customers recorded in 1997 which are expected to be paid later
this year.

Liquidity and Capital Resources

        Cash provided by the registrant's operations totaled $538
million for the nine months ended September 30, 1997, compared to
$526 million during the same 1996 period.

        Cash flows used in investing activities totaled $209 million
and $257 million for the nine months ended September 30, 1997 and
1996, respectively.  Construction expenditures for the nine
months ended September 30, 1997, were for constructing new or
improving existing facilities, purchasing railroad coal cars and
complying with the Clean Air Act.  In addition, the registrant
expended $13 million for the acquisition of nuclear fuel. 
Capital requirements for the remainder of 1997 are expected to be
principally for construction expenditures and the acquisition of
nuclear fuel.

        Cash flows used in financing activities were $307 million
for the nine months ended September 30, 1997, compared to $250
million of cash flows used for financing activities during the
same 1996 period.  The registrant's principal financing
activities for the nine months ended September 30, 1997, were the
redemption of $45 million of First Mortgage Bonds and $64 million


                                                                       Page 11
                     UNION ELECTRIC COMPANY
                     ======================
               MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF THE RESULTS OF OPERATIONS (Continued)


of preferred stock and the payment of dividends.  On July 18,
1997, the registrant's Board of Directors declared a quarterly
dividend of  63.5 cents per common share which was paid to
shareholders September 30, 1997.  Common stock dividends paid for
the twelve months ended September 30, 1997, resulted in a payout
rate of 89 percent of the registrant's earnings to common
shareholders.  Dividends paid to registrant's common shareholders
relative to net cash provided by operating activities for the
same period were 42 percent.

     The registrant plans to utilize short-term debt as support
for normal operations and other temporary requirements.  The
registrant is authorized by the FERC to have outstanding at any
one time up to $600 million of short-term unsecured debt
instruments.  Short-term borrowings of the registrant consist of
bank loans (maturities generally on an overnight basis) and
commercial paper (maturities generally within 10-45 days).  At
September 30, 1997, $7 million of bank loans were outstanding. 
At September 30, 1997, the registrant had committed bank lines
of credit aggregating $179 million (of which $172 million was
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.  These lines of credit are
renewable annually at various dates throughout the year.  The
registrant also has bank credit agreements due 1999 which permit
the registrant to borrow up to $300 million and $200 million,
respectively, on a long-term basis.   At September 30, 1997,
there were no such borrowings outstanding.                                   

        Additionally, the registrant has a lease agreement which
provides for the financing of nuclear fuel.  At September 30,
1997, the maximum amount which could be financed under the
agreement was $120 million.  Cash provided from financing for the
nine months ended September 30, 1997, included issuances for
nuclear fuel of $28 million offset by $21 million of redemptions. 
At September 30, 1997, $114 million was financed under the lease.

Rate Matters

        See Notes 4 and 5 under Notes to Financial Statements of
this report.

Industry Restructuring

        In the state of Illinois, various groups have made proposals
for utility restructuring.  Recently, a legislative bill was
proposed and passed in the Illinois Senate.  The bill includes a
5 percent residential rate

                                                                     Page 12

                        Union Electric Company
                        ======================
                  MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF THE RESULTS OF OPERATIONS (Continued)


decrease effective August 1, 1998 for the registrant (as well as
CIPSCO) with potential additional rate decreases in 2000 and 2002
(capped at 5 percent) to the extent that rates exceed the Midwest
utility average at that time.  In addition, retail choice will be
offered to customers (non-residential customers will have this
option in 1999 and 2000; residential customers will have this
option in 2002).  The bill also provides for the opportunity to
recover transition cost.  The proposed bill must still be passed by
the Illinois House of Representatives and signed by the Governor
before it becomes law.

        In the state of Missouri, where approximately 92 percent of the
registrant's retail electric revenues are derived, there has been no
significant legislative action regarding industry restructuring
to date.

        The registrant is unable to predict the timing or ultimate
outcome of the various industry restructuring initiatives being
considered.  The potential negative consequences of industry
restructuring include the impairment and writedown of certain
assets, including regulatory assets, lower revenues, reduced
profit margins and increased costs of capital.  At this time, the
registrant is unable to predict the impact of potential industry
restructuring matters on the registrant's future financial
condition, results of operations or liquidity.

National Ambient Air Quality Standards

        The U.S. Environmental Protection Agency ("EPA") issued final
regulations on July 18, 1997 revising the National Ambient Air
Quality Standards for ozone and particulate matter.  Although
specific emission control requirements are still in process, it
is believed that the revised standards will require significant
reductions in nitrogen oxide and sulfur dioxide emissions from
coal-fired boilers. In October 1997, the EPA announced that
Missouri and Illinois are included in the area targeted for
nitrogen oxide emissions reductions as part of their regional
control program.  Reduction requirements in nitrogen oxide
emissions from the registrant's coal-fired boilers could exceed
80 percent from 1990 levels by 2002.  Reduction requirements in
sulfur dioxide emissions may be up to 50 percent beyond that
already required by Phase II acid rain control provisions of the
1990 Clean Air Act Amendments (which become effective January 1,
2000) and are anticipated to be required by 2007.  Because of the
magnitude of these additional reductions, the registrant could be
required to incur significantly higher capital cost to meet
future compliance obligations for its coal-fired boilers or
purchase power from other sources, either of which could have
significantly higher operating and maintenance expenditures
associated with compliance.  At this time, the registrant is
unable to determine the impact of the revised air quality
standards on the registrant's future financial condition, results
of operations or liquidity.
 

Safe Harbor Statement

        Statements made in this report 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,


                                                                       Page 13

                    UNION ELECTRIC COMPANY
                    ======================
              MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF THE RESULTS OF OPERATIONS (Continued)


strategies, objectives, events, conditions and financial
performance.  In connection with the "Safe Harbor" provisions of
the Private Securities Litigation Reform Act of 1995, the Company
is providing the following 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; business and
economic conditions; weather conditions; fuel prices and
availability; generation plant performance; monetary and fiscal
policies; and legal and administrative proceedings.


                                                                       Page 14

                        PART II. OTHER INFORMATION

ITEM 5.       OTHER INFORMATION

UNAUDITED PRO FORMA FINANCIAL INFORMATION

AMEREN CORPORATION

        On August 11, 1995, the registrant and CIPSCO Incorporated
("CIPSCO") entered into an Agreement and Plan of Merger, which
was subsequently approved by the shareholders of both parties. 
The merger is further conditioned on, among other
things, receipt of regulatory and governmental approvals, and
will result in a newly formed holding company, Ameren
Corporation.  The following unaudited pro forma financial
information combines the historical balance sheets and statements
of income of the registrant and CIPSCO, including their
respective subsidiaries, after giving effect to the Merger.  The
unaudited pro forma combined condensed balance sheet at
September 30, 1997, gives effect to the Merger as if it had
occurred at September 30, 1997.  The unaudited pro forma combined
condensed statements of income for the nine-month periods ended
September 30, 1997 and 1996, and the twelve-month period ended
September 30, 1997, give effect to the Merger as if it had
occurred at the beginning of the periods presented.  These
statements are prepared on the basis of accounting for the Merger
as a pooling of interests and are based on the assumptions set
forth in the notes thereto.  In addition, the pro forma financial
information does not give effect to the expected synergies of the
transaction.

        The following pro forma financial information has been
prepared from, and should be read in conjunction with, the
historical financial statements and related notes thereto of the
registrant and CIPSCO.  The following information is not
necessarily indicative of the financial position or operating
results that would have occurred had the Merger been consummated
on the date, or at the beginning of the periods, for which the
Merger is being given effect nor is it necessarily indicative of
future operating results or financial position.  In addition, due
to the effect of weather on sales and other factors which are
characteristic of public utility operations, financial results
for the nine-month periods ended September 30, 1997 and 1996, are
not necessarily indicative of trends for any twelve-month period.

        Also see Part I, Note 5, Notes to Financial Statements.


                                                                       Page 15

                       AMEREN CORPORATION
              UNAUDITED PRO FORMA COMBINED CONDENSED
                         BALANCE SHEET
                      AT SEPTEMBER 30, 1997
                     (Thousands of Dollars)

<TABLE>
                                                                                                    Pro Forma
ASSETS:                                                                As Reported (Note 1)       Adjustments         Pro Forma 
Property and plant:                                                   UE             CIPSCO       (NOTES 2,8)          COMBINED 
                                                                  ----------       ----------      ---------         -----------
<S>                                                            <C>              <C>              <C>              <C>
     Electric                                                     $8,818,445       $2,290,092       $379,353         $11,487,890
     Gas                                                             194,454          248,083         -                  442,537
     Other                                                            35,960           -              -                   35,960
                                                                  ----------       ----------      ----------        -----------
                                                                   9,048,859        2,538,175        379,353          11,966,387
     Less accumulated depreciation and amortization                3,829,996        1,116,899        281,375           5,228,270
                                                                  ----------       ----------      ----------        -----------
                                                                   5,218,863        1,421,276         97,978           6,738,117
     Construction work in progress:
         Nuclear fuel in process                                     108,882           -              -                  108,882
         Other                                                        68,232           58,921          1,708             128,861
                                                                  ----------       ----------      ----------        -----------
             Total property and plant, net                         5,395,977        1,480,197         99,686           6,975,860
Regulatory assets:
     Deferred income taxes (Note 5)                                  656,248           39,534         -                  695,782
     Other                                                           167,896          127,874         -                  295,770
                                                                  ----------       ----------      ----------        -----------
             Total regulatory assets                                 824,144          167,408         -                  991,552
Other assets:
     Nuclear decommissioning trust fund                              119,333           -              -                  119,333
     Unamortized debt expense                                         10,066            3,637            542              14,245
     Investments in nonregulated activities                           -               116,008         -                  116,008
     Other                                                            26,937           24,658         (4,533)             47,062
                                                                  ----------       ----------      ----------         ----------
             Total other assets                                      156,336          144,303         (3,991)            296,648
Current assets:  
     Cash and temporary investments                                   27,657            3,766         27,602              59,025
     Accounts receivable, net                                        242,756           49,731         19,741             312,228
     Unbilled revenue                                                 61,011           23,131         -                   84,142
     Materials and supplies, at average cost -                              
         Fossil fuel                                                  52,741           33,419          6,214              92,374
         Other                                                        97,346           35,785          4,477             137,608
     Other                                                            50,491           42,611          3,303              96,405
                                                                  ----------       ----------     ----------          ----------
             Total current assets                                    532,002          188,443         61,337             781,782
                                                                  ----------       ----------     ----------          ----------
Total Assets                                                      $6,908,459       $1,980,351     $  157,032          $9,045,842
                                                                  ==========       ==========     ==========          ==========


CAPITAL AND LIABILITIES:
Capitalization:
     Common stock (Note 2)                                       $  510,619        $  356,812     $ (866,059)         $    1,372
     Other stockholders' equity (Note 2)                          1,927,283           313,025        866,059           3,106,367
                                                                 ----------        ----------     ----------          ----------
             Total common stockholders' equity                    2,437,902           669,837         -                3,107,739
     Preferred stock of subsidiary                                  155,197            80,000         -                  235,197
     Long-term debt, net                                          1,806,752           570,433        115,556           2,492,741
                                                                 ----------        ----------     ----------          ----------
             Total capitalization                                 4,399,851         1,320,270        115,556           5,835,677
Minority interest in consolidated subsidiary                         -                 -               3,534               3,534
Accumulated deferred income taxes                                 1,298,879           342,837         (6,427)          1,635,289
Accumulated deferred investment tax credits                         155,715            46,384         -                  202,099
Regulatory liability                                                189,862            95,750         -                  285,612
Accumulated provision for nuclear decommissioning                   124,351            -              -                  124,351
Other deferred credits and liabilities                              178,419            41,026          3,681             223,126
Current liabilities:
     Current maturity of long-term debt                              28,749            -              14,444              43,193
     Short-term debt                                                  7,000            36,358         -                   43,358
     Accounts payable                                                74,814            40,240         20,698             135,752
     Wages payable                                                   37,386            11,110         -                   48,496
     Taxes accrued                                                  262,369            22,613         -                  284,982
     Interest accrued                                                55,296            10,954          2,830              69,080
     Other                                                           95,768            12,809          2,716             111,293
                                                                 ----------         ---------     ----------          ----------
             Total current liabilities                              561,382           134,084         40,688             736,154
                                                                 ----------         ---------     ----------          ----------
Total Capital and Liabilities                                    $6,908,459        $1,980,351     $  157,032          $9,045,842
                                                                 ==========        ==========     ==========          ==========

</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.


                                                                       Page 16
                         AMEREN CORPORATION
               UNAUDITED PRO FORMA COMBINED CONDENSED
                        STATEMENTS OF INCOME
                NINE MONTHS ENDED SEPTEMBER 30, 1997
     (Thousands of Dollars Except Shares and Per Share Amounts)
<TABLE>


                                                                      UE             CIPSCO            Pro Forma
                                                                 (As Reported)    (As Reported)      Adjustments        Pro Forma 
                                                                 (Notes 1,3,9)     (Notes 1,3)       (Notes 2,8)        Combined  
                                                                 -------------    -------------      -----------     ------------ 
OPERATING REVENUES:
<S>                                                            <C>               <C>             <C>              <C>
        Electric                                                  $ 1,744,488       $  539,415      $   137,789      $  2,421,692 
        Gas                                                            66,725          101,174           -                167,899 
        Other                                                             353            8,846              572             9,771 
                                                                  -----------      -----------      -----------       ----------- 
            Total operating revenues                                1,811,566          649,435          138,361         2,599,362 


OPERATING EXPENSES:
        Operations
            Fuel and purchased power                                  382,272          178,636           77,389           638,297 
            Gas costs                                                  43,968           62,941            -               106,909 
            Other                                                     299,278          121,215           13,574           434,067 
                                                                   ----------       ----------        ---------         --------- 
                                                                      725,518          362,792           90,963         1,179,273 
        Maintenance                                                   158,877           48,058           12,860           219,795 
        Depreciation and amortization                                 185,151           67,341           11,116           263,608 
        Income taxes (Note 6)                                         187,023           34,898            5,814           227,735 
        Other taxes                                                   166,680           43,832            1,393           211,905 
                                                                   ----------       ----------        ----------        --------- 
            Total operating expenses                                1,423,249          556,921          122,146         2,102,316 

OPERATING INCOME                                                      388,317           92,514           16,215           497,046 

OTHER INCOME AND DEDUCTIONS:
        Allowance for equity funds used during
          construction                                                  3,014              381            -                 3,395 
        Minority interest in consolidated subsidiary                    -                -               (3,772)           (3,772)
        Miscellaneous, net                                             (5,950)            (488)          (4,931)          (11,369)
                                                                   ----------       ----------        ---------         --------- 
            Total other income and deductions, net                     (2,936)            (107)          (8,703)          (11,746)

INCOME BEFORE INTEREST CHARGES
AND PREFERRED DIVIDENDS                                               385,381           92,407            7,512           485,300 

INTEREST CHARGES AND PREFERRED DIVIDENDS:
        Interest                                                      105,289           28,461            7,512           141,262 
        Allowance for borrowed funds used during
          construction                                                 (4,959)            (484)           -                (5,443)
        Preferred dividends of subsidiaries (Note 7)                    6,613            2,782            -                 9,395 
                                                                    ---------        ---------        ---------         --------- 
            Net interest charges and preferred dividends              106,943           30,759            7,512           145,214 

NET INCOME                                                        $   278,438       $   61,648      $     -           $   340,086 
                                                                  ===========       ==========      ===========       =========== 

EARNINGS PER SHARE OF COMMON STOCK
  (BASED ON AVERAGE SHARES OUTSTANDING)                                 $2.73            $1.81                              $2.48 
                                                                  ===========       ==========                        =========== 

AVERAGE COMMON SHARES OUTSTANDING (Note 2)                        102,123,834       34,069,542        1,022,086       137,215,462 
                                                                  ===========      ===========       ==========       =========== 

</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

                                                                       Page 17
                         AMEREN CORPORATION
               UNAUDITED PRO FORMA COMBINED CONDENSED
                        STATEMENTS OF INCOME
               NINE MONTHS ENDED SEPTEMBER 30, 1996
      (Thousands of Dollars Except Shares and Per Share Amounts)

<TABLE>
                                                                      UE             CIPSCO            Pro Forma
                                                                 (As Reported)    (As Reported)      Adjustments        Pro Forma 
                                                                 (Notes 1,3,9)     (Notes 1,3)       (Notes 2,8)        Combined  
                                                                 -------------    -------------      -----------        ----------
OPERATING REVENUES:
<S>                                                             <C>              <C>              <C>               <C>
        Electric                                                   $1,716,061       $  560,188       $  130,034        $2,406,283 
        Gas                                                            68,277          101,280            -               169,557 
        Other                                                             341            7,464              971             8,776 
                                                                   ----------       ----------       ----------       ----------- 
            Total operating revenues                                1,784,679          668,932          131,005         2,584,616 


OPERATING EXPENSES:
        Operations
            Fuel and purchased power                                  387,038          205,023           68,671           660,732 
            Gas costs                                                  42,455           60,227            -               102,682 
            Other                                                     279,714          107,486           13,322           400,522 
                                                                    ---------        ---------        ---------         --------- 
                                                                      709,207          372,736           81,993         1,163,936 
        Maintenance                                                   159,988           43,005           13,157           216,150 
        Depreciation and amortization                                 180,101           64,810           11,341           256,252 
        Income taxes (Note 6)                                         189,546           43,260            6,128           238,934 
        Other taxes                                                   166,463           43,505            1,503           211,471 
                                                                    ---------        ---------        ---------         --------- 
            Total operating expenses                                1,405,305          567,316          114,122          2,086,743 

OPERATING INCOME                                                      379,374          101,616           16,883           497,873 

OTHER INCOME AND DEDUCTIONS:
        Allowance for equity funds used during
          construction                                                  4,960              196            -                 5,156 
        Minority interest in consolidated subsidiary                    -                -               (3,760)           (3,760)
        Miscellaneous, net                                               (361)          (2,874)          (5,528)           (8,763)
                                                                    ---------         --------         --------          -------- 
            Total other income and deductions, net                      4,599           (2,678)          (9,288)           (7,367)

INCOME BEFORE INTEREST CHARGES
AND PREFERRED DIVIDENDS                                               383,973           98,938            7,595           490,506 

INTEREST CHARGES AND PREFERRED DIVIDENDS:
        Interest                                                      100,589           27,876            7,595           136,060 
        Allowance for borrowed funds used during
          construction                                                 (5,669)            (250)           -                (5,919)
        Preferred dividends of subsidiaries (Note 7)                    9,936            2,794            -                12,730 
                                                                     --------         --------         --------          -------- 
            Net interest charges and preferred dividends              104,856           30,420            7,595           142,871 

NET INCOME                                                         $  279,117       $   68,518       $     -           $  347,635 
                                                                   ==========       ==========       ==========        ========== 

EARNINGS PER SHARE OF COMMON STOCK
  (BASED ON AVERAGE SHARES OUTSTANDING)                                 $2.73            $2.01                              $2.53 
                                                                   ==========       ==========                         ========== 

AVERAGE COMMON SHARES OUTSTANDING (Note 2)                        102,123,834       34,069,542         1,022,086      137,215,462 
                                                                  ===========       ==========       ===========      =========== 
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

                                                                       Page 18

                            AMEREN CORPORATION
                 UNAUDITED PRO FORMA COMBINED CONDENSED
                          STATEMENTS OF INCOME
                 TWELVE MONTHS ENDED SEPTEMBER 30, 1997
       (Thousands of Dollars Except Shares and Per Share Amounts)

<TABLE>
                                                                      UE             CIPSCO            Pro Forma
                                                                 (As Reported)    (As Reported)      Adjustments        Pro Forma 
                                                                 (Notes 1,3,9)      (Notes 1,3)      (Notes 2,8)        Combined  
                                                                 -------------    -------------      -----------       ---------- 
<S>                                                           <C>                <C>             <C>              <C>
OPERATING REVENUES:
        Electric                                                 $  2,189,241       $  710,040      $   183,193      $  3,082,474 
        Gas                                                            97,512          155,242            -               252,754 
        Other                                                             498           11,935              707            13,140 
                                                                  -----------       ----------       ----------       ----------- 
            Total operating revenues                                2,287,251          877,217          183,900         3,348,368 


OPERATING EXPENSES:
        Operations
            Fuel and purchased power                                  508,066          247,829          101,876           857,771 
            Gas costs                                                  66,061           98,942            -               165,003 
            Other                                                     398,670          160,314           18,557           577,541 
                                                                    ----------      ----------        ---------         --------- 
                                                                      972,797          507,085          120,433         1,600,315 
        Maintenance                                                   222,521           66,514           16,813           305,848 
        Depreciation and amortization                                 246,348           89,928           15,440           351,716 
        Income taxes (Note 6)                                         194,846           41,195            7,919           243,960 
        Other taxes                                                   213,483           58,145            1,668           273,296 
                                                                    ---------        ---------        ---------         --------- 
            Total operating expenses                                1,849,995          762,867          162,273         2,775,135 

OPERATING INCOME                                                      437,256          114,350           21,627           573,233 

OTHER INCOME AND DEDUCTIONS:
        Allowance for equity funds used during
          construction                                                  4,546              563            -                 5,109 
        Minority interest in consolidated subsidiary                    -                -               (4,887)           (4,887)
        Miscellaneous, net                                             (9,882)            (399)          (6,815)          (17,096)
                                                                     --------         --------         --------          -------- 
            Total other income and deductions, net                     (5,336)             164          (11,702)          (16,874)

INCOME BEFORE INTEREST CHARGES
AND PREFERRED DIVIDENDS                                               431,920          114,514            9,925           556,359 

INTEREST CHARGES AND PREFERRED DIVIDENDS:
        Interest                                                      137,345           38,336            9,925           185,606 
        Allowance for borrowed funds used during
          construction                                                 (6,298)            (717)           -                (7,015)
        Preferred dividends of subsidiaries (Note 7)                    9,925            3,708            -                13,633 
                                                                     --------         --------         --------          -------- 
            Net interest charges and preferred dividends              140,972           41,327            9,925           192,224 

NET INCOME                                                        $   290,948       $   73,187      $     -           $   364,135 
                                                                  ===========       ==========      ===========       =========== 
EARNINGS PER SHARE OF COMMON STOCK
  (BASED ON AVERAGE SHARES OUTSTANDING)                                 $2.85            $2.15                              $2.65 
                                                                  ===========       ==========                        =========== 
AVERAGE COMMON SHARES OUTSTANDING (Note 2)                        102,123,834       34,069,542        1,022,086       137,215,462 
                                                                  ===========       ==========      ===========       ============

</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.
                                                                       Page 19


                     AMEREN CORPORATION


NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL
STATEMENTS

1.    Reclassifications were made to certain "as reported" account
      balances reflected in the registrant's and CIPSCO's financial
      statements to conform to this reporting presentation (see
      Notes 5, 6 and 7).  All other financial statement
      presentation and accounting policy differences were
      immaterial and were not adjusted in the pro forma combined
      condensed financial statements.

2.    The pro forma combined condensed financial statements reflect
      the conversion of each share of the registrant's Common Stock
      ($5 par value) outstanding into one share of Ameren Common
      Stock ($.01 par value) and the conversion of each share of
      CIPSCO Common Stock (no par value) outstanding into 1.03
      shares of Ameren Common Stock, as provided in the Merger
      Agreement.  The pro forma combined condensed financial
      statements are presented as if the companies were combined
      during all periods included therein.

3.    The allocation between the registrant and CIPSCO and their
      customers of the estimated cost savings resulting from the
      merger, net of the costs incurred to achieve such savings,
      will be subject to regulatory review and approval.  Merger-
      related costs (which include transaction costs and costs to
      achieve such savings) are currently estimated to be
      approximately $73 million (including costs for financial
      advisors, attorneys, accountants, consultants, filings,
      printing, system integration, relocation, etc.).  None of
      these estimated cost savings have been reflected in the pro
      forma combined condensed financial statements.  However, net
      income for the nine months and twelve months ended
      September 30, 1997, included merger-related costs of $9
      million and $12 million, net of income taxes, for the
      registrant, and $1 million, net of income taxes, for each of
      the periods for CIPSCO, respectively.  Net income for the
      nine months ended September 30, 1996, included merger-related
      costs of $5 million, net of income taxes, each, for the
      registrant and CIPSCO.

4.    Intercompany transactions (including purchased and exchanged
      power transactions) between the registrant and CIPSCO during
      the periods presented were not material and, accordingly, no
      pro forma adjustments were made to eliminate such
      transactions.

5.    CIPSCO's regulatory asset related to deferred income taxes
      was reclassified from the regulatory liability account
      balance to conform to this reporting presentation.

6.    CIPSCO's income taxes were reflected as operating expenses to
      conform to this reporting presentation.

                                                                       Page 20

7.    Currently, the registrant's Preferred Stock is not issued by
      a subsidiary; subsequent to the merger, the registrant's
      Preferred Stock will be issued by a subsidiary of Ameren.  As
      a result, the registrant's preferred dividend requirements
      were reclassified to conform to this reporting presentation.

8.    Pro forma adjustments were made to consolidate the financial
      results of Electric Energy, Inc. ("EEI"), which will, in
      substance, be a 60 percent owned subsidiary of Ameren
      subsequent to the merger.  The registrant and CIPSCO hold 40
      percent and 20 percent ownership interests, respectively, in
      EEI and account for these investments under the equity method
      of accounting.  All intercompany transactions between the
      registrant, CIPSCO and EEI were eliminated.

9.    Net income for the nine and twelve months ended September 30,
      1997, included credits for Missouri electric customers which
      reduced revenues and pretax income of the registrant by $20
      million and $21 million, respectively.  Net income for the
      nine months ended September 30, 1996, included a credit to
      Missouri electric customers which reduced revenues and pretax
      income of the registrant by $46 million.  

                                                                       Page 21





ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Exhibits.  

                Exhibit 12(a)            -   Computation of Ratio of Earnings to
                                             Fixed Charges, 12 Months Ended
                                             September 30, 1997.

                Exhibit 12(b)            -   Computation of Ratio of Earnings to
                                             Fixed Charges and Preferred Stock
                                             Dividend Requirements, 12 Months
                                             Ended September 30, 1997.

                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)



November 14, 1997                           By        /s/ Donald E. Brandt    
                                            ----------------------------------
                                                       Donald E. Brandt
                                                     Senior Vice President
                                                Finance and Corporate Services