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                                  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 September 30, 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 October
  31, 1999:  Common  Stock,  $5 par value,  held by Ameren  Corporation  (parent
  company of Registrant) - 102,123,834

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                             Union Electric Company

                                      Index

                                                                 Page No.

Part I     Financial Information (Unaudited)

           Management's Discussion and Analysis                      2

           Quantitative and Qualitative Disclosures
           About Market Risk                                         7

           Balance Sheet
           - September 30, 1999 and December 31, 1998               10

           Statement of Income
           - Three months, nine months and 12 months ended
              September 30, 1999 and 1998                           11

           Statement of Cash Flows
           - Nine months ended September 30, 1999 and 1998          12

           Notes to Financial Statements                            13


Part II    Other Information                                        16


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                    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  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 the  Financial  Statements  beginning on page 13, and the  Management's
Discussion and Analysis of Financial Condition and Results of Operations (MD&A),
the Audited  Financial  Statements,  and the Notes to the  Financial  Statements
appearing in the Registrant's 1998 Form 10-K.

RESULTS OF OPERATIONS

Earnings
Third  quarter 1999  earnings of $206 million  increased $2 million  compared to
1998 third quarter  earnings.  Earnings for the nine months ended  September 30,
1999,  increased $20 million from the year-ago period to $316 million.  Earnings
for the 12 months ended  September 30, 1999,  were $331  million,  a $20 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 September 30, 1998, were $338
million.

Earnings  fluctuated  due to many  conditions,  primarily:  weather  variations,
credits  to  electric  customers,   electric  rate  reductions,   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,  nine-month and 12-month  periods ended September 30, 1999 and 1998
are detailed below.

Electric Operations
Electric Operating Revenues      Variations for periods ended September 30, 1999
                                        from comparable prior-year periods
--------------------------------------------------------------------------------
(Millions of Dollars)              Three Months    Nine Months    Twelve Months
--------------------------------------------------------------------------------
Credit to customers                  $  (2)         $  21           $   21
Rate variations                         (5)           (16)              (6)
Effect of abnormal weather             (15)           (35)             (51)
Growth and other                        26             24               13
Interchange sales                       54            123              138
--------------------------------------------------------------------------------
                                     $  58          $ 117           $  115
--------------------------------------------------------------------------------

Electric  revenues for the three,  nine and 12 months ended  September 30, 1999,
increased $58 million, $117 million and $115 million, respectively,  compared to
the year-ago periods.  The increase in revenues was primarily due to an increase
in interchange  sales, 32 percent,  55 percent and 72 percent,  respectively for
each period,  due to strong marketing  efforts and decreased credits to Missouri
electric  customers  partially offset by an estimated credit that the Registrant
expects to pay to its Illinois  electric  customers for the initial  period of a
sharing mechanism  provided by deregulation  legislation (see Note 5 under Notes
to Financial Statements for further information).  These benefits were partially
offset by a 2 percent decline in native sales in each of the respective periods,
primarily due to milder weather and rate decreases in both Missouri and Illinois
(see Note 5 under Notes to Financial Statements for further information).

                                      -2-

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Fuel and Purchased Power        Variations for periods ended September 30, 1999
                                         from comparable prior-year periods
--------------------------------------------------------------------------------
(Millions of Dollars)                 Three Months   Nine Months   Twelve Months
--------------------------------------------------------------------------------
Fuel:
  Variation in generation             $  (4)        $   7          $   24
  Price                                   3            (8)            (19)
  Generation efficiencies and other       -             1               4
Purchased power variation                50            90              72
--------------------------------------------------------------------------------
                                      $  49         $  90          $   81
--------------------------------------------------------------------------------

The $49  million  increase  in third  quarter  fuel and  purchased  power  costs
compared  to the year ago  quarter  was  driven by  increased  purchased  power,
resulting from higher sales volume, partially offset by decreased generation.

Fuel and  purchased  power costs for the nine month and 12 month  periods  ended
September 30, 1999, compared to the year ago comparable  periods,  increased $90
million and $81 million, respectively, primarily due to increased generation and
purchased power resulting from higher sales volumes,  partially  offset by lower
fuel prices.

Gas Operations
Gas revenues for the nine months ended September 30, 1999,  increased $3 million
compared to the prior-year period primarily due to an Illinois gas rate increase
effective  February 1999 and Missouri gas rate increase effective February 1998.
This increase was partially  offset by a 5 percent decrease in retail sales. Gas
revenues  for the 12 months  ended  September  30,  1999,  decreased  $2 million
compared to the year-ago  period  primarily due to a 9 percent decline in retail
sales due to milder weather,  partially  offset by an Illinois gas rate increase
effective February 1999 and Missouri gas rate increase effective February 1998.

Gas costs for the nine months ended  September  30,  1999,  increased $3 million
compared to the year-ago  period,  primarily  due to increased  gas prices.  Gas
costs for the 12 months ended September 30, 1999,  decreased $2 million compared
to the  year-ago  period,  primarily  due to lower  sales,  partially  offset by
increased gas prices.

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

Other  operations  expenses for the three months ended  September  30, 1999 were
flat  primarily due to increased  information  system  related  costs,  expenses
associated  with the Year  2000  project  and  increased  injuries  and  damages
expenses  based on claims  experience,  primarily  offset  by the 1998  one-time
pretax  charge of $18  million for the  targeted  employee  separation  plan and
reduced workforce.

Other  operations  expenses  for the  nine  months  ended  September  30,  1999,
decreased $7 million,  compared to the same year-ago period primarily due to the
1998 one-time pretax charge of $18 million for the targeted  separation plan and
reduced  workforce,  partially  offset by increased  information  system related
costs and  expenses  associated  with the Year 2000  project.  Other  operations
expenses  increased  $3 million  for the 12 months  ended  September  30,  1999,
compared to the same  year-ago  period  primarily  due to increased  information
system  related  costs  and  expenses  associated  with the Year  2000  project,
partially  offset by the 1998  one-time  pretax  charge of $18  million  for the
targeted separation plan.

Maintenance expenses for the three, nine and 12 months ended September 30, 1999,
increased $7 million, $11 million and $14 million, respectively, compared to the
year-ago  periods  primarily due to increased  power plant  maintenance and tree
trimming  activity,  partially offset by the absence of a Callaway Nuclear Plant
refueling  until  fourth  quarter  1999.  There  was a  Callaway  Nuclear  Plant
refueling in the second quarter of 1998.

Taxes
Income taxes  increased  $4 million,  $15 million and $25 million for the three,
nine and 12 months ended September 30, 1999, respectively,  due to higher pretax
income.

Other Income and Deductions
The variation in miscellaneous,  net for the 12 months ended September 30, 1999,
compared  to  the  year-ago  period,   was  primarily  due  to  an  increase  in
miscellaneous expense resulting from the reversal of the Missouri portion of

                                      -3-

<PAGE>

merger-related costs which were recorded as a regulatory asset upon Merger close
in December 1997,  under  conditions of the Missouri  Public Service  Commission
order  approving the Merger.  This  increase was  partially  offset by increased
interest  income  and  gains on the sale of  property  in the  current  12-month
period.

Balance Sheet
The $230 million  increase in cash and cash  equivalents  was  primarily  due to
higher revenues  attributable to interchange  sales in August and September 1999
compared to November and December 1998.

The $68 million  increase in trade accounts  receivable and unbilled revenue was
due  primarily  to higher  revenues  in August and  September  1999  compared to
November and  December  1998.  The $79 million  increase in  intercompany  notes
receivable  is due to funds  invested in a utility  money pool (see Note 6 under
Notes to Financial Statements for further  information).  The remaining variance
is a result of the timing of various payments to suppliers.

The $65 million increase in other current  liabilities was primarily due to the
timing of when  credits will be paid to electric  customers in the  Registrant's
Missouri and Illinois jurisdictions,  as well as an estimated rate reduction for
Missouri electric  customers  retroactive to September 1, 1998 (See Note 5 under
Notes  to  Consolidated  Financial  Statements  for  further  information).  The
remaining variance is a result of the timing of various payments to suppliers.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating  activities  totaled $639 million for the nine months
ended September 30, 1999, compared to $533 million during the same 1998 period.

Cash flows used in  investing  activities  totaled $260 million and $155 million
for  the  nine  months  ended   September  30,  1999  and  1998,   respectively.
Construction  expenditures  for the nine months ended  September  30, 1999,  for
constructing  new  or  improving  existing  facilities  were  $173  million.  In
addition,  the  Registrant  expended $19 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.
The Registrant also issued intercompany notes receivable for $79 million through
a utility money pool (see Note 6 under Notes to Financial Statements for further
information).

Cash flows used in financing activities totaled $149 million for the nine months
ended September 30, 1999,  compared to $298 million during the same 1998 period.
The Registrant's  principal financing activity for the period was the payment of
dividends, partially offset by the issuance of long-term debt.

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 September
30, 1999, the Registrant  had committed  bank lines of credit  aggregating  $161
million  (all of which  was  unused  and  available  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 September 30, 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 September 30, 1999.  Also,  Ameren has a bank credit  agreement
due 2002,  which  permits the  borrowing  of up to $200  million on a short-term
basis.  This  credit  agreement  is  available  to Ameren and its  subsidiaries,
including the  Registrant.  As of September 30, 1999, $132 million was available
for the Registrant's use.

Additionally,  the  Registrant  has a  lease  agreement  that  provides  for the
financing of nuclear fuel. At September 30, 1999,  the maximum amount that could
be financed under the agreement was $120 million. Cash used in financing

                                      -4-

<PAGE>

activities for the nine months ended  September 30, 1999,  included  redemptions
under  the lease for  nuclear  fuel of $11  million,  offset by $60  million  of
issuances. At September 30, 1999, $116 million was financed under the lease.

The Registrant,  in the ordinary course of business,  explores  opportunities to
reduce its cost in order to remain  competitive in the marketplace.  Areas where
the Company focuses its review include,  but are not limited to, labor costs and
fuel  supply  costs.   In  the  labor  area,  the  Registrant  is  currently  in
negotiations with many of the Registrant's major collective  bargaining units in
an effort to manage its labor costs and practices effectively in the future. The
Registrant  also explores  alternatives  to  effectively  manage the size of its
workforce. These alternatives include utilizing hiring freezes,  outsourcing and
offering employee separation  packages.  In the fuel supply area, the Registrant
explores  alternatives  to  effectively  manage its overall  fuel  costs.  These
alternatives  include  diversifying  fuel  sources  for use at the  Registrant's
fossil plants (e.g.  utilizing  low sulfur versus high sulfur coal),  as well as
restructuring or terminating existing contracts with suppliers.

Certain of these reduction  alternatives could result in additional  investments
being made at the Registrant's  power plants in order to utilize different types
of coal, or could require nonrecurring  payments of employee separation benefits
or  nonrecurring  payments to restructure or terminate an existing fuel contract
with a supplier.  Management  is unable to predict  which (if any),  and to what
extent,  these  alternatives  to  reduce  its  overall  cost  structure  will be
executed,  as well as determine the impact of these actions on the  Registrant's
future financial position, results of operations or cash flows.

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.  On August 25, 1999,  the ICC issued an order  approving  the delivery
services  tariffs,  with an  allowed  rate of return on  equity of  10.45%.  The
Registrant  and  AmerenCIPS  filed a joint  Petition for Rehearing of that Order
requesting the ICC to alter its  conclusions  on a number of issues.  On October
13,  1999,  the ICC  granted a  rehearing  on certain  issues.  An Order on this
reopened proceeding is expected in early 2000.

In August 1999,  Ameren filed a  transmission  system rate case with the Federal
Energy  Regulatory  Commission  (FERC).  This filing was  primarily  designed to
implement rates, terms and conditions for transmission  service for those retail
customers in Illinois  which choose other  suppliers.  On October 14, 1999,  the
FERC issued an Order suspending the proposed rates until March 25, 2000.  Ameren
filed in response an emergency  Request for Rehearing  which  requested that the
portion of the filing which  related to retail access in Illinois be placed into
effect as of October 1, 1999, to coincide  with the start of retail  competition
in  Illinois.  An Order from the FERC to this Request is  expected  shortly.  An
initial decision as to Ameren's overall filing is expected in early 2001.

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  began 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.

                                      -5-

<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 and 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 mission critical systems was completed
by  September  30,  1999.  The   implementation/testing   phase  for  all  other
components/applications is approximately 98 percent complete as of September 30,
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 has also  addressed  the impact of electric  power grid problems that may
occur  outside  of its own  electric  system.  Ameren  has  conducted  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) and the North  American  Electric  Reliability  Council (NERC) to
plan  Year  2000  operational  preparedness  and  restoration  scenarios.  As of
September  30,  1999,   Ameren  had  completed  its  assessment,   planning  and
implementation/testing  phases for mission critical items as identified by NERC.
As a result, Ameren has been added to the "Ready" list being compiled by NERC as
it assesses  readiness of the regional and national  electric grid.  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 is being shared with EPRI  participants
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 to prepare for the new century.
Ameren estimates that its external costs (consulting fees and related costs) for
addressing the Year 2000 Issue will range from $10 million to $15 million. As of
September 30, 1999, Ameren had expended approximately $8 million. Ameren's plans
to complete Year 2000 modifications are based on

                                      -6-

<PAGE>

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
the first quarter of 1999.  Contingency plans related to the business areas were
completed in July 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.

ACCOUNTING MATTERS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS)  133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities."  SFAS  133  establishes  accounting  and
reporting  standards for derivative  instruments and for hedging  activities and
requires  recognition  of all  derivatives on the balance sheet measured at fair
value.  In June 1999,  the FASB  issued  SFAS 137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities--Deferral  of the  Effective  Date of FASB
Statement No. 133," which  delayed the effective  date of SFAS 133 to all fiscal
quarters of all fiscal years beginning after June 15, 2000. Earlier  application
is still  encouraged.  At this time,  the  Registrant is unable to determine the
impact of SFAS 133 on its  financial  position  or  results of  operations  upon
adoption;  however,  SFAS 133 could increase the volatility of the  Registrant's
future earnings.

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 September 30, 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.

                                      -7-

<PAGE>

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 participated
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. This program concluded in April 1999.

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 September  30, 1999,  the fair value of derivative  financial  instruments
exposed to commodity price risk was immaterial.

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 September  30, 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. The
following factors,  in addition to those discussed  elsewhere in this report and
in the Annual  Report on Form 10-K for the fiscal year ended  December 31, 1998,
and in subsequent  securities filings,  could cause results to differ materially
from management  expectations as suggested by such "forward-looking" statements:
the  effects  of  regulatory  actions;  changes  in laws and other  governmental
actions;  the impact on the  Registrant  of current  regulations  related to the
phasing-in of the  opportunity for some customers to choose  alternative  energy
suppliers in Illinois;  the effects of increased  competition  in the future due
to, among other  things,  deregulation  of certain  aspects of the  Registrant's
business at both the state and Federal levels; future market prices for fuel and
purchased power,  electricity,  and natural gas,  including the use of financial
instruments; average

                                      -8-

<PAGE>

rates for electricity in the Midwest; business and economic conditions; interest
rates;  weather  conditions;  fuel  prices and  availability;  generation  plant
performance;  the impact of current  environmental  regulations on utilities and
the expectation that more stringent  requirements  will be introduced over time,
which could potentially have a negative  financial  effect;  monetary and fiscal
policies; future wages and employee benefits costs; and legal and administrative
proceedings.

                                      -9-

<PAGE>

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

<TABLE>
<CAPTION>


                                                               September 30,  December 31,
ASSETS                                                               1999         1998
------                                                           ----------   ----------
<S>                                                            <C>          <C>
Property and plant, at original cost:
   Electric                                                      $9,146,149   $8,975,542
   Gas                                                              219,275      209,556
   Other                                                             35,784       35,994
                                                                 ----------   ----------
                                                                  9,401,208    9,221,092
   Less accumulated depreciation and amortization                 4,286,088    4,110,250
                                                                 ----------   ----------
                                                                  5,115,120    5,110,842
Construction work in progress:
   Nuclear fuel in process                                          134,394      108,294
   Other                                                             73,289      127,168
                                                                 ----------   ----------
         Total property and plant, net                            5,322,803    5,346,304
                                                                 ----------   ----------
Investments and other assets:
   Nuclear decommissioning trust fund                               172,477      161,877
   Other                                                             35,565       45,688
                                                                 ----------   ----------
         Total investments and other assets                         208,042      207,565
                                                                 ----------   ----------
Current assets:
   Cash and cash equivalents                                        276,728       47,337
   Accounts receivable - trade (less allowance for doubtful
         accounts of $7,945 and $6,678, respectively)               249,999      143,912
   Unbilled revenue                                                  58,804       97,361
   Other accounts and notes receivable                               87,956       55,502
   Intercompany notes receivable                                     78,800          -
    Materials and supplies, at average cost -
      Fossil fuel                                                    64,509       53,036
      Other                                                          95,348       91,831
   Other                                                             20,541       13,529
                                                                 ----------   ----------
         Total current assets                                       932,685      502,508
                                                                 ----------   ----------
Regulatory assets:
   Deferred income taxes                                            605,797      608,353
   Other                                                            151,595      165,134
                                                                 ----------   ----------
         Total regulatory assets                                    757,392      773,487
                                                                 ----------   ----------
Total Assets                                                     $7,220,922   $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                                              1,336,756    1,211,610
                                                                 ----------   ----------
         Total common stockholders' equity                        2,549,271    2,424,125
   Preferred stock not subject to mandatory redemption              155,197      155,197
   Long-term debt                                                 1,721,333    1,674,311
                                                                 ----------   ----------
         Total capitalization                                     4,425,801    4,253,633
                                                                 ----------   ----------
Current liabilities:
   Current maturity of long-term debt                               119,312      117,269
   Accounts and wages payable                                       200,777      242,522
   Accumulated deferred income taxes                                 47,392       45,061
   Taxes accrued                                                    272,399      100,714
   Other                                                            216,405      151,385
                                                                 ----------   ----------
         Total current liabilities                                  856,285      656,951
                                                                 ----------   ----------
Accumulated deferred income taxes                                 1,254,053    1,254,372
Accumulated deferred investment tax credits                         140,017      144,175
Regulatory liability                                                149,111      159,317
Other deferred credits and liabilities                              395,655      361,416
                                                                 ----------   ----------
Total Capital and Liabilities                                    $7,220,922   $6,829,864
                                                                 ==========   ==========

</TABLE>

See Notes to Financial Statements.

                                      -10-

<PAGE>


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

<TABLE>
<CAPTION>



                                         Three Months Ended          Nine Months Ended         Twelve Months Ended
                                            September 30,              September 30,              September 30,
                                     -----------------------       ---------------------       ---------------------
                                        1999         1998            1999         1998           1999         1998
                                        ----         ----            ----         ----           ----         ----

 OPERATING REVENUES:
<S>                                 <C>          <C>           <C>          <C>            <C>           <C>
    Electric                          $895,308     $836,898      $1,964,871   $1,848,177     $2,407,220    $2,292,260
    Gas                                 10,542        9,464          68,246       65,179         94,242        96,713
    Other                                  -             75             171          342            199           492
                                      --------     --------       ---------   ----------      ---------     ---------
      Total operating revenues         905,850      846,437       2,033,288    1,913,698      2,501,661     2,389,465

 OPERATING EXPENSES:
    Operations
       Fuel and purchased power        223,194      174,610         512,611      422,234        620,826       539,957
       Gas                               7,779        6,476          38,136       34,911         52,721        54,396
       Other                           125,041      125,321         338,193      345,618        454,562       451,296
                                      --------     --------       ---------   ----------      ---------     ---------
                                       356,014      306,407         888,940      802,763      1,128,109     1,045,649
     Maintenance                        51,887       44,685         170,127      159,560        232,562       218,109
     Depreciation and amortization      66,594       65,338         196,917      194,113        262,591       256,923
     Income taxes                      135,952      131,454         216,854      201,717        232,522       207,460
     Other taxes                        59,696       64,815         159,564      166,860        205,493       212,129
                                      --------     --------       ---------   ----------      ---------     ---------
       Total operating expenses        670,143      612,699       1,632,402    1,525,013      2,061,277     1,940,270

 OPERATING INCOME                      235,707      233,738         400,886      388,685        440,384       449,195

 OTHER INCOME AND DEDUCTIONS:
    Allowance for equity funds used
     during construction                 1,149        1,152           6,037        3,370          7,652         4,817
    Miscellaneous, net                   1,933        3,152           4,648        4,042         11,510        17,326
                                      --------     --------       ---------   ----------      ---------     ---------
     Total other income and deductions   3,082        4,304          10,685        7,412         19,162        22,143

 INCOME BEFORE
    INTEREST CHARGES                   238,789      238,042         411,571      396,097        459,546       471,338

 INTEREST CHARGES:
    Interest                            31,769       32,739          93,747       97,559        126,135       130,946
    Allowance for borrowed funds
       used during construction         (1,707)      (1,248)         (5,315)      (4,566)        (6,694)       (6,283)
                                      --------     --------       ---------   ----------      ---------     ---------
    Net interest charges                30,062       31,491          88,432       92,993        119,441       124,663

 INCOME BEFORE
    EXTRAORDINARY CHARGE               208,727      206,551         323,139      303,104        340,105       346,765
                                      --------     --------       ---------   ----------      ---------     ---------

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

 NET INCOME                            208,727      206,551         323,139      303,104        340,105       319,708
                                      --------     --------       ---------   ----------      ---------     ---------

 PREFERRED STOCK DIVIDENDS               2,204        2,204           6,613        6,613          8,817         8,817
                                      --------     --------       ---------   ----------      ---------     ---------

NET INCOME AFTER PREFERRED
    STOCK DIVIDENDS                   $206,523     $204,347        $316,526     $296,491       $331,288      $310,891
                                      ========     ========       =========   ==========      =========     =========

</TABLE>

See Notes to Financial Statements.

                                      -11-

<PAGE>


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


<TABLE>
<CAPTION>


                                                            Nine Months Ended
                                                              September 30,
                                                           1999         1998
                                                           ----         ----
Cash Flows From Operating:
<S>                                                  <C>          <C>
   Net income                                          $ 323,139    $ 303,104
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                    189,914      186,984
        Amortization of nuclear fuel                      30,823       26,837
        Allowance for funds used during construction     (11,352)      (7,936)
        Deferred income taxes, net                        (5,638)      (6,804)
        Deferred investment tax credits, net              (4,158)      (4,286)
        Changes in assets and liabilities:
           Receivables, net                              (99,984)    (118,397)
           Materials and supplies                        (14,990)      (2,544)
           Accounts and wages payable                    (41,745)     (11,485)
           Taxes accrued                                 171,685      151,073
           Credit to customers                            36,597       26,614
           Other, net                                     64,650      (10,188)
                                                       ---------    ---------
Net cash provided by operating activities                638,941      532,972

Cash Flows From Investing:
   Construction expenditures                            (173,160)    (155,526)
   Allowance for funds used during construction           11,352        7,936
   Nuclear fuel expenditures                             (19,662)      (7,523)
   Intercompany notes receivable                         (78,800)        --
                                                       ---------    ---------
Net cash used in investing activities                   (260,270)    (155,113)

Cash Flows From Financing:
   Dividends on common stock                            (191,380)    (191,380)
   Dividends on preferred stock                           (6,613)      (6,613)
   Environmental bond redemption fund                       --       (160,000)
   Redemptions -
      Nuclear fuel lease                                 (11,332)     (53,670)
      Short-term debt                                       --        (21,300)
      Long-term debt                                        --        (35,000)
   Issuances -
      Nuclear fuel lease                                  60,045        9,917
      Long-term debt                                        --        160,000
                                                       ---------    ---------
Net cash used in financing activities                   (149,280)    (298,046)
                                                       ---------    ---------

Net increase in cash and cash equivalents                229,391       79,813
Cash and cash equivalents at beginning of year            47,337        3,232
                                                       ---------    ---------
Cash and cash equivalents at end of period             $ 276,728    $  83,045
                                                       =========    =========

Cash paid during the periods:
   Interest (net of amount capitalized)                $  77,288    $  83,606
   Income taxes, net                                   $ 120,186    $ 122,738

</TABLE>

See Notes to Financial Statements.

                                      -12-


<PAGE>

UNION ELECTRIC COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 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 September 30, 1999 and 1998, are not necessarily  indicative of trends for
any three-month, nine-month or 12-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  Registrant  recorded an estimated $43 million  credit for the final year of
the  original  experimental  alternative  regulation  plan.  The MoPSC staff has
proposed adjustments to the Registrant's  estimated $43 million credit, which if
ultimately  accepted,  could increase the  Registrant's  estimated  credit up to
approximately $5 million.  Hearings were held on this matter in June 1999, and a
final order from the MoPSC is expected by the end of 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 September 30, 1999,
the  Registrant  had recorded an estimated $20 million credit for the first year
of this plan. This credit was reflected as a reduction in electric revenues.

                                      -13-

<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 regulation plan. The MoPSC
staff proposed  adjustments to the  Registrant's  methodology of calculating the
weather-adjusted  credits. During the second quarter of 1999, the Registrant and
the MoPSC staff  reached a settlement on the  methodology  for  calculating  the
weather-adjusted credits. This proposed settlement is subject to approval by the
MoPSC. In addition, the results of the regulatory proceeding associated with the
final year of the original experimental  alternative regulation plan will impact
the final Missouri electric rate decrease as well. The Registrant estimates that
its  Missouri  electric  rate  decrease  should  approximate  $15 million to $20
million on an annualized  basis. A final order from the MoPSC is expected by the
end of 1999.

In conjunction  with the Electric Service Customer Choice and Rate Relief Law of
1997  (the  Law),  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.

The Law also contains a provision requiring one-half of excess earnings from the
Illinois  jurisdiction  for the years 1998  through  2004 to be  refunded to the
Registrant's  customers.  Excess  earnings  are  defined  as the  portion of the
two-year average annual rate of return on common equity in excess of 1.5 percent
of the two-year average of an Index, as defined in the Law. The Index is defined
as the sum of the  average  for the  twelve  months  ended  September  30 of the
average  monthly  yields of the  30-year U. S.  Treasury  bonds plus  prescribed
percentages  ranging from 4 percent to 5 percent.  In July 1999,  Senate Bill 24
was passed which increased the prescribed  percentages to 7 percent beginning in
2000.  Filings must be made with the Illinois  Commerce  Commission on or before
March  31 of each  year  2000  through  2005.  As of  September  30,  1999,  the
Registrant  recorded an estimated $2 million credit that it expects to return to
its customers under the Law for the two year period ended December 31, 1999.

Note 6 - The Registrant has  transactions  in the normal course of business with
other Ameren  subsidiaries.  These transactions are primarily comprised of power
purchases and sales and services received or rendered.  Intercompany receivables
included in other accounts and notes receivable were  approximately  $50 million
and $6 million,  respectively,  as of September  30, 1999 and December 31, 1998.
Intercompany   payables   included  in  accounts  and  wages   payable   totaled
approximately  $51 million and $17 million,  respectively,  as of September  30,
1999 and December 31, 1998.

In  March  1999,  the  Registrant,   along  with  Ameren  Services  Company  and
AmerenCIPS,  entered  into a utility  money pool  agreement  to  coordinate  and
provide for certain short-term cash and working capital requirements. Borrowings
under the  agreement are limited to $500 million and are due on demand or within
one year.  Interest is calculated at varying rates of interest  depending on the
composition  of internal and external funds in the money pool. The money pool is
administered by Ameren Services Company. The Registrant recorded an intercompany
note receivable of $79 million, representing funds invested in the utility money
pool as of September 30, 1999.

Note 7 - 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

                                      -14-

<PAGE>

activities and are accounted for using the accrual or settlement  method,  which
represents industry practice.  Should any of AmerenEnergy's future activities be
considered  material 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 8 - Certain  reclassifications were made to prior-year financial statements
to conform to current-period presentation.

                                      -15-

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

         Reference  is  made  to Item  5.  Other  Information  in Part II of the
Registrant's  Form 10-Q for the  quarter  ended  June 30,  1999 for  information
relating to a proposed  amendment  to the  Registrant's  By-Laws.  On August 26,
1999, the Board of Directors of the Registrant amended its By-Laws to change the
date for holding its annual  meeting of  stockholders  to the fourth  Tuesday of
April in each year to  coincide  with the  annual  meeting  date of its  parent,
Ameren Corporation.  Consequently,  under another provision of its By-Laws,  for
the  Registrant's  2000 annual  meeting of  stockholders,  any  stockholder  who
intends to submit a proposal  or  director  nomination  in person at the meeting
must  provide  written  notice to the  Registrant's  Secretary by not later than
February 22, 2000 or earlier than January 23, 2000.

         Any stockholder  proposal  intended for inclusion in the proxy material
for the Registrant's 2000 annual meeting of stockholders must be received by the
Registrant by December 1, 1999.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits.

               Exhibit 3(ii)-By-Laws of Union Electric Company, as amended as of
               August 26, 1999.

               Exhibit 12 -  Computation  of Ratio of Earnings to Fixed  Charges
               and  Preferred  Stock  Dividend  Requirements,  12  Months  Ended
               September 30, 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:  November 15, 1999


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