<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

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

         For Quarterly Period Ended June 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 July
31, 1999: Common Stock, $5 par value, held by Ameren Corporation (parent company
of Registrant) - 102,123,834

<PAGE>



                             Union Electric Company

                                      Index

                                                                      Page No.

Part I        Financial Information (Unaudited)

              Management's Discussion and Analysis                       2

              Quantitative and Qualitative Disclosures
              About Market Risk                                          6

              Balance Sheet
              - June 30, 1999 and December 31, 1998                      9

              Statement of Income
              - Three months, six months and 12 months ended
                 June 30, 1999 and 1998                                 10

              Statement of Cash Flows
              - Six months ended June 30, 1999 and 1998                 11

              Notes to Financial Statements                             12


Part II       Other Information                                         15

<PAGE>


                    PART I. FINANCIAL INFORMATION (UNAUDITED)

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

OVERVIEW

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

The following  discussion and analysis  should be read in  conjunction  with the
Notes  to  Financial  Statements  beginning  on page  12,  and the  Management's
Discussion and Analysis of Financial Condition and Results of Operations (MD&A),
the Audited Financial Statements and the Notes to Financial Statements appearing
in the Registrant's 1998 Form 10-K.

RESULTS OF OPERATIONS

Earnings
Second  quarter 1999  earnings of $68 million  increased $4 million  compared to
1998 second quarter  earnings.  Earnings for the six months ended June 30, 1999,
increased $18 from the year-ago period to $110 million.  Earnings for the twelve
months ended June 30, 1999, were $329 million,  a $41 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 June 30, 1998, were $315 million.

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

The  significant  items  affecting  revenues,  costs  and  earnings  during  the
three-month,  six-month  and 12-month  periods  ended June 30, 1999 and 1998 are
detailed below.

Electric Operations
Electric Operating Revenues        Variations for periods ended June  30, 1999
                                        from comparable prior-year periods
--------------------------------------------------------------------------------
(Millions of Dollars)             Three Months     Six Months     Twelve Months
--------------------------------------------------------------------------------
Credit to customers                 $  33            $  23            $  23
Rate variations                        (6)             (11)             (19)
Effect of abnormal weather            (24)             (20)               6
Growth and other                      (19)              (2)              (2)
Interchange sales                      49               68              119
--------------------------------------------------------------------------------
                                    $  33            $  58            $ 127
--------------------------------------------------------------------------------


The $33 million  increase in second quarter electric  revenues,  compared to the
year-ago quarter,  was primarily driven by a 147 percent increase in interchange
sales due to strong  marketing  efforts,  as well as a lower  credit to Missouri
electric  customers (see Note 5 under Notes to Financial  Statements for further
information).  These benefits were partially  offset by a 5 percent  decrease in
native sales as a result of milder weather. Electric revenues were also affected
by rate  decreases  in both  Missouri  and  Illinois  (see Note 5 under Notes to
Financial Statements for further information).

Electric  revenues  for the  first  six  months of 1999  increased  $58  million
compared to the same 1998 period.  The increase in revenues was primarily due to
a 71 percent increase in interchange sales due to strong  marketing efforts and
decreased  credits to  Missouri  electric  customers  (see Note 5 under Notes to
Financial Statements for further

                                      -2-

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information).  These  benefits were partially  offset by a 2 percent  decline in
native  sales,  primarily  due to milder  weather,  and rate  decreases  in both
Missouri  and  Illinois  (see Note 5 under  Notes to  Financial  Statements  for
further information).

Electric revenues for the 12 months ended June 30, 1999,  increased $127 million
compared to the prior  12-month  period.  The increase in revenues was primarily
driven by an 80 percent  increase in interchange  sales due to strong  marketing
efforts and decreased credits to Missouri  electric  customers (see Note 5 under
Notes to Financial  Statements  for further  information).  These  benefits were
partially  offset by rate  decreases in both  Missouri and Illinois  (see Note 5
under Notes to Financial Statements for further information).

Fuel and Purchased Power             Variations for periods ended June  30, 1999
                                          from comparable prior-year periods
--------------------------------------------------------------------------------
(Millions of Dollars)                   Three Months  Six Months  Twelve Months
--------------------------------------------------------------------------------
Fuel:
    Variation in generation                 $  7        $  12         $  42
    Price                                     (6)         (11)          (27)
    Generation efficiencies and other          -            2             5
Purchased power variation                     32           39            35
--------------------------------------------------------------------------------
                                            $ 33        $  42         $  55
--------------------------------------------------------------------------------


Fuel and purchased  power costs for the three month,  six month and twelve month
periods  ended  June 30,  1999,  compared  to the year ago  comparable  periods,
increased $33 million, $42 million and $55 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 six months  ended  June 30,  1999,  increased  $2 million
compared  to the  prior-year  period  primarily  due to an  annual  $12  million
Missouri gas rate increase  effective February 1998. This increase was partially
offset by a 6 percent  decrease in retail  sales.  Gas  revenues  for the twelve
months ended June 30, 1999, decreased $2 million compared to the year-ago period
primarily due to a 10 percent  decline in retail sales,  partially  offset by an
annual $12 million Missouri gas rate increase effective February 1998.

Gas costs for the six months ended June 30, 1999,  increased $2 million compared
to the year-ago period, primarily due to increased gas prices. Gas costs for the
twelve month period  ended June 30, 1999,  decreased $4 million  compared to the
year-ago period, primarily due to lower sales and a decrease in 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 and six months  ended June 30,  1999,
decreased $5 million and $7 million, respectively, compared to the same year-ago
periods primarily due to decreased injuries and damages expenses based on claims
experience, partially offset by increased expenses associated with the year 2000
project. Other operations expenses increased $24 million for the 12-month period
ended June 30, 1999,  compared to the same year-ago period  primarily due to the
charge for the targeted  separation plan and increased expenses  associated with
the year 2000 project.

Maintenance  expenses  for the six months  ended  June 30,  1999,  increased  $3
million  compared to the year-ago period  primarily due to increased power plant
maintenance  and tree trimming  activity,  partially  offset by the absence of a
Callaway Nuclear Plant refueling in 1999. There was a Callaway  refueling outage
during  the  six  months  ended  June  30,  1998.  The $4  million  increase  in
maintenance  expenses for the 12-month  period ended June 30, 1999,  compared to
the prior 12-month period was primarily due to increased power plant maintenance
and tree trimming  activity,  partially  offset by the absence of a refueling at
Callaway in 1999.

Taxes
Income taxes  increased  $4 million,  $11 million and $35 million for the three,
six and 12 months  ended  June 30,  1999,  respectively,  due to  higher  pretax
income.

                                      -3-


<PAGE>

Other Income and Deductions
Miscellaneous,  net  increased  $2 million for the six months and twelve  months
ended June 30, 1999, compared to the comparable year-ago periods,  primarily due
to increased interest income and gains on the sale of property.

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

The $25 million increase in other deferred credits and liabilities was primarily
due to the $20 million estimated credit to Missouri electric  customers recorded
in the first  quarter  of 1999  under the  three-year  experimental  alternative
regulation  plan (see Note 5 under  Notes to  Financial  Statements  for further
information).  The $146 million increase in intercompany notes receivable is due
to funds  invested in a utility  money pool (see Note 6 under Notes to Financial
Statements).

LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by operating  activities  totaled $266 million for the six months
ended June 30, 1999, compared to $158 million during the same 1998 period.

Cash flows used in  investing  activities  totaled $277 million and $104 million
for the six months  ended  June 30,  1999 and 1998,  respectively.  Construction
expenditures  for the six months ended June 30, 1999,  for  constructing  new or
improving  existing  facilities were $121 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 $146 million through a utility money pool (see
Note 6 under Notes to Financial Statements for further information).

Cash flows used in  financing  activities  were $23  million  for the six months
ended June 30, 1999,  compared to $44 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 June 30,
1999, the Registrant had committed bank lines of credit aggregating $136 million
(all of which were  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 June 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 $226 million of which was  available at June 30,  1999.  Also,  Ameren has a
bank  credit  agreement  due 2002,  which  permits the  borrowing  of up to $200
million on a long-term  basis.  This credit agreement is available to Ameren and
its  subsidiaries,  including the Registrant.  As of June 30, 1999, $158 million
was available for the Registrant's use.

Additionally,  the  Registrant  has a  lease  agreement  that  provides  for the
financing of nuclear  fuel. At June 30, 1999,  the maximum  amount that could be
financed under the agreement was $120 million. Cash used in financing activities
for the  first  six  months  of 1999  included  redemptions  under the lease for
nuclear  fuel of $7  million,  offset by $38 million of  issuances.  At June 30,
1999, $98 million was financed under the lease.

RATE MATTERS

In March 1999, the Registrant  filed delivery  service tariffs with the Illinois
Commerce  Commission  (ICC) to  comply  with the  requirements  of the  Electric
Service Customer Choice and Rate Relief Law of 1997. These tariffs would be used
by electric  customers  who choose to purchase  their power from an  alternative
supplier.  Hearings  were  conducted  in June  1999,  and a  hearing  examiner's
proposed  order was issued in July.  The ICC is required to render a decision on
the delivery services tariffs by September 1, 1999.

                                      -4-

<PAGE>

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

ELECTRIC INDUSTRY RESTRUCTURING

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

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

YEAR 2000 ISSUE

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

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

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

Ameren has also completed its planning  phase.  Items that have been  identified
for remediation have been prioritized into groups based on their significance to
Ameren's    operations.    The    implementation/testing     phase    for    all
components/applications  is  approximately  87 percent  complete  as of June 30,
1999.   Ameren   expects   to   complete    remediation   of   its   significant
components/applications by the end of the third quarter 1999.

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

Ameren is also  addressing  the impact of electric  power grid problems that may
occur outside of its own electric system.  Ameren has started Year 2000 electric
power grid impact planning through the system's various electric interconnection
affiliations and is working with the Mid-American  Interchange Network (MAIN) to
begin planning

                                      -5-

<PAGE>

Year 2000 operational preparedness and restoration scenarios. As of July 1, 1999
(the latest  information  available),  MAIN had  completed  its  assessment  and
planning  phases and was 99 percent  complete with its  implementation/  testing
phase. In addition, Ameren provides monthly status reports to the North American
Electric  Reliability  Council  (NERC) to  assist  them in  assessing  Year 2000
readiness  of the  regional  electric  grid.  As of July  1,  1999  (the  latest
information  available),  NERC had completed its assessment and planning  phases
and was 98  percent  complete  with  its  implementation/testing  phase.  Ameren
participated  in a Year 2000 drill  conducted  by NERC in April 1999.  The drill
focused on the  testing of the backup  systems of voice and data  communications
needed  to  operate  the  electric  power  grids  in  the  event  of  a  partial
communication  loss.  The  results  of the  drill  at  Ameren  were  successful.
Additional  drills are planned.  Through the Electric Power  Research  Institute
(EPRI),  an  industry-wide  effort has been  established  to deal with Year 2000
problems  affecting  digital systems and equipment used by the nation's electric
power companies. Under this effort, participating utilities are working together
to assess specific  vendors' system problems and test plans. The assessment will
be shared by the industry as a whole to facilitate Year 2000 problem solving.

In addressing  the Year 2000 Issue,  Ameren will incur  internal  labor costs as
well as  external  consulting  and  other  expenses  related  to  infrastructure
enhancements necessary to prepare for the new century. Ameren estimates that its
external costs  (consulting fees and related costs) for addressing the Year 2000
Issue will range from $10 million to $15 million.  As of June 30,  1999,  Ameren
had expended  approximately  $7 million.  Ameren's  plans to complete  Year 2000
modifications  are based on  management's  best  estimates,  which  are  derived
utilizing  numerous   assumptions  of  future  events  including  the  continued
availability of certain resources,  and other factors.  However, there can be no
guarantee that these  estimates will be achieved and actual results could differ
materially  from those plans.  Specific  factors that might cause such  material
differences  include,  but are not  limited  to,  the  availability  and cost of
personnel  trained in this area,  the ability to locate and correct all relevant
computer codes, and similar uncertainties.

Ameren  believes  that,  with  appropriate  modifications  to existing  computer
systems/components,  updates by vendors and trading partners,  and conversion to
new  software and  hardware in the  ordinary  course of business,  the Year 2000
Issue  will  not  pose  significant  operational  problems  for the  Registrant.
However,  if such conversions are not completed in a proper and timely manner by
all  affected  parties,  the Year 2000 Issue could  result in  material  adverse
operational and financial  consequences  to the Registrant,  and there can be no
assurance  that  Ameren's  efforts,  or those of vendors and  trading  partners,
interconnection  affiliates, NERC or EPRI to address the Year 2000 Issue will be
successful.  Ameren is in the process of developing contingency plans to address
potential risks, including risks of vendor/trading  partners  noncompliance,  as
well as noncompliance of any of the Registrant's material operating systems. The
first  operational  contingency  plan addressing power grid issues was completed
during 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.


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 $6 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 June 30, 1999, continued to be outstanding  throughout 2000, and that
the average interest rates for these instruments increased 1 percent over 1999.

                                      -6-

<PAGE>

The model does not consider the effects of the reduced level of overall economic
activity that would exist in such an environment.  In the event of a significant
change in  interest  rates,  management  would  likely  take  actions to further
mitigate its exposure to this market risk.  However,  due to the  uncertainty of
the  specific  actions  that  would be taken and  their  possible  effects,  the
sensitivity analysis assumes no change in the Registrant's financial structure.

Commodity Price Risk
The  Registrant  is exposed to changes in market prices for natural gas and fuel
and  purchased  power.  With regard to its natural  gas  utility  business,  the
Registrant's  exposure to changing  market prices is in large part  mitigated by
the fact that AmerenUE has a Purchased Gas  Adjustment  Clause (PGA) in place in
both its Missouri and Illinois  jurisdictions.  The PGA allows the Registrant to
pass on to its  customers  its  prudently  incurred  costs of natural gas.  With
approval of the Missouri Public Service Commission,  the Registrant 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 June 30, 1999, the fair value of derivative financial  instruments exposed
to commodity  price risk was immaterial.  The Registrant  expects an increase in
the derivative financial instruments used to manage risk in 1999 due to expected
growth at AmerenEnergy.

Equity Price Risk
The  Registrant  maintains  trust funds,  as required by the Nuclear  Regulatory
Commission  and  Missouri  and Illinois  state laws,  to fund  certain  costs of
nuclear  decommissioning.  As of  June  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.

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.

                                      -7-

<PAGE>

SAFE HARBOR STATEMENT

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

                                      -8-

<PAGE>


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

<TABLE>
<CAPTION>


                                                                  June 30,   December 31,
ASSETS                                                              1999        1998
------                                                          -----------   ----------
<S>                                                            <C>          <C>
Property and plant, at original cost:
   Electric                                                      $9,086,644   $8,975,542
   Gas                                                              216,413      209,556
   Other                                                             35,845       35,994
                                                                 ----------   ----------
                                                                  9,338,902    9,221,092
   Less accumulated depreciation and amortization                 4,235,038    4,110,250
                                                                 ----------   ----------
                                                                  5,103,864    5,110,842
Construction work in progress:
   Nuclear fuel in process                                          127,678      108,294
   Other                                                            109,698      127,168
                                                                 ----------   ----------
         Total property and plant, net                            5,341,240    5,346,304
                                                                 ----------   ----------
Investments and other assets:
   Nuclear decommissioning trust fund                               177,402      161,877
   Other                                                             40,588       45,688
                                                                 ----------   ----------
         Total investments and other assets                         217,990      207,565
                                                                 ----------   ----------
Current assets:
   Cash and cash equivalents                                         13,559       47,337
   Accounts receivable - trade (less allowance for doubtful
         accounts of $6,906 and $6,678, respectively)               202,401      143,912
   Unbilled revenue                                                  90,282       97,361
   Other accounts and notes receivable                               43,821       55,502
   Intercompany notes receivable                                    145,500         --
   Materials and supplies, at average cost -
      Fossil fuel                                                    69,197       53,036
      Other                                                          94,202       91,831
   Other                                                              9,726       13,529
                                                                 ----------   ----------
         Total current assets                                       668,688      502,508
                                                                 ----------   ----------
Regulatory assets:
   Deferred income taxes                                            606,649      608,353
   Other                                                            156,310      165,134
                                                                 ----------   ----------
         Total regulatory assets                                    762,959      773,487
                                                                 ----------   ----------
Total Assets                                                     $6,990,877   $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                                              1,198,452    1,211,610
                                                                 ----------   ----------
         Total common stockholders' equity                        2,410,967    2,424,125
   Preferred stock not subject to mandatory redemption              155,197      155,197
   Long-term debt                                                 1,777,339    1,674,311
                                                                 ----------   ----------
         Total capitalization                                     4,343,503    4,253,633
                                                                 ----------   ----------
Current liabilities:
   Current maturity of long-term debt                               119,379      117,269
   Accounts and wages payable                                       183,399      242,522
   Accumulated deferred income taxes                                 46,615       45,061
   Taxes accrued                                                    172,573      100,714
   Other                                                            188,876      151,385
                                                                 ----------   ----------
         Total current liabilities                                  710,842      656,951
                                                                 ----------   ----------
Accumulated deferred income taxes                                 1,255,765    1,254,372
Accumulated deferred investment tax credits                         141,403      144,175
Regulatory liability                                                152,513      159,317
Other deferred credits and liabilities                              386,851      361,416
                                                                 ----------   ----------
Total Capital and Liabilities                                    $6,990,877   $6,829,864
                                                                 ==========   ==========
</TABLE>

See Notes to Financial Statements.

                                      -9-

<PAGE>


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


<TABLE>
<CAPTION>

                                                 Three Months Ended            Six Months Ended            Twelve Months Ended
                                                     June 30,                    June 30,                    June 30,
                                                1999           1998           1999           1998           1999          1998
                                                ----           ----           ----           ----           ----          ----
 OPERATING REVENUES:
<S>                                       <C>            <C>           <C>            <C>            <C>             <C>
    Electric                                $  608,429     $  574,962    $ 1,069,563    $ 1,011,279    $ 2,348,810     $2,221,389
    Gas                                         12,787         13,621         57,704         55,715         93,164         95,505
    Other                                          151             93            171            267            274            488
                                            ----------     ----------    -----------    -----------    -----------     ----------
                                               621,367        588,676      1,127,438      1,067,261      2,442,248      2,317,382
 OPERATING EXPENSES:
    Operations
       Fuel and purchased power                168,842        135,847        289,417        247,624        572,242        517,099
       Gas                                       8,557          8,456         30,357         28,435         51,418         54,926
       Other                                   115,228        120,188        213,152        220,297        454,842        430,810
                                            ----------     ----------    -----------    -----------    -----------     ----------
                                               292,627        264,491        532,926        496,356      1,078,502      1,002,835
     Maintenance                                67,617         66,830        118,240        114,875        225,360        221,381
     Depreciation and amortization              64,918         64,254        130,323        128,775        261,335        254,072
     Income taxes                               49,647         45,831         80,902         70,263        228,024        193,401
     Other taxes                                50,266         54,443         99,868        102,045        210,612        211,590
                                            ----------     ----------    -----------    -----------    -----------     ----------
       Total operating expenses                525,075        495,849        962,259        912,314      2,003,833      1,883,279

 OPERATING INCOME                               96,292         92,827        165,179        154,947        438,415        434,103

 OTHER INCOME AND DEDUCTIONS:
    Allowance for equity funds used
       during construction                       2,219          1,201          4,888          2,218          7,655          4,849
    Miscellaneous, net                           1,387          1,409          2,715            890         12,729         11,065
                                            ----------     ----------    -----------    -----------    -----------     ----------
       Total other income and deductions         3,606          2,610          7,603          3,108         20,384         15,914

 INCOME BEFORE
    INTEREST CHARGES                            99,898         95,437        172,782        158,055        458,799        450,017

 INTEREST CHARGES:
    Interest                                    31,055         30,660         61,978         64,820        127,105        132,863
    Allowance for borrowed funds
       used during construction                 (1,826)        (1,474)        (3,608)        (3,318)        (6,235)        (6,749)
                                            ----------     ----------    -----------    -----------    -----------     ----------
    Net interest charges                        29,229         29,186         58,370         61,502        120,870        126,114

 INCOME BEFORE
    EXTRAORDINARY CHARGE                        70,669         66,251        114,412         96,553        337,929        323,903
                                            ----------     ----------    -----------    -----------    -----------     ----------

 EXTRAORDINARY CHARGE
    (NET OF INCOME TAXES)                         --             --             --             --             --          (26,967)
                                            ----------     ----------    -----------    -----------    -----------     ----------
 NET INCOME                                     70,669         66,251        114,412         96,553        337,929        296,936
                                            ----------     ----------    -----------    -----------    -----------     ----------
 PREFERRED STOCK DIVIDENDS                       2,205          2,205          4,409          4,409          8,817          8,817
                                            ----------     ----------    -----------    -----------    -----------     ----------
NET INCOME AFTER PREFERRED
    STOCK DIVIDENDS                         $   68,464     $   64,046    $   110,003    $    92,144    $   329,112    $   288,119
                                            ==========     ==========    ===========    ===========    ===========    ===========

</TABLE>

See Notes to Financial Statements.

                                      -10-

<PAGE>


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

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                                June 30,
                                                           1999         1998
                                                           ----         ----
Cash Flows From Operating:
<S>                                                  <C>          <C>
   Net income                                          $ 114,412    $  96,553
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                    125,655      123,981
        Amortization of nuclear fuel                      21,025       16,182
        Allowance for funds used during construction      (8,496)      (5,536)
        Deferred income taxes, net                        (2,153)      (5,511)
        Deferred investment tax credits, net              (2,772)      (2,857)
        Changes in assets and liabilities:
           Receivables, net                              (39,729)     (94,796)
           Materials and supplies                        (18,532)      (2,435)
           Accounts and wages payable                    (59,123)     (41,978)
           Taxes accrued                                  71,859       57,591
           Other, net                                     63,718       16,742
                                                       ---------    ---------
Net cash provided by operating activities                265,864      157,936

Cash Flows From Investing:
   Construction expenditures                            (120,658)    (100,525)
   Allowance for funds used during construction            8,496        5,536
   Nuclear fuel expenditures                             (19,313)      (9,352)
   Intercompany notes receivable                        (145,500)        --
                                                       ---------    ---------
Net cash used in investing activities                   (276,975)    (104,341)

Cash Flows From Financing:
   Dividends on common stock                            (123,161)    (123,161)
   Dividends on preferred stock                           (4,409)      (4,409)
   Redemptions -
      Nuclear fuel lease                                  (7,427)     (51,152)
      Short-term debt                                       --        (21,300)
   Issuances -
      Nuclear fuel lease                                  38,430        7,620
      Long-term debt                                      73,900      148,500
                                                       ---------    ---------
Net cash used in financing activities                    (22,667)     (43,902)

Net increase (decrease) in cash and cash equivalents     (33,778)       9,693
Cash and cash equivalents at beginning of year            47,337        3,232
                                                       ---------    ---------
Cash and cash equivalents at end of period             $  13,559    $  12,925
                                                       =========    =========

Cash paid during the periods:
   Interest (net of amount capitalized)                $  58,025    $  63,904
   Income taxes, net                                   $  58,426    $  62,138

</TABLE>

See Notes to Financial Statements.

                                      -11-

<PAGE>

UNION ELECTRIC COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 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 June 30, 1999 and 1998, are not  necessarily  indicative of trends for any
three-month, six-month, or twelve-month period.

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

The  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 June 30, 1999, the
Registrant  had recorded an estimated  $20 million  credit for the first year of
the new plan.  This  credit,  which the  Registrant  expects to pay to  Missouri
customers later this year, was reflected as a reduction in electric revenues.

                                      -12-

<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 ICC on or before March 31 of each year 2000
through 2005. At this time,  the Registrant is unable to determine the amount of
the credit it will be required to return to customers, if any, 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  $5 million
and $6  million,  respectively,  as of June 30,  1999  and  December  31,  1998.
Intercompany   payables   included  in  accounts  and  wages   payable   totaled
approximately $31 million and $17 million, respectively, as of June 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 on 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 $146  million,  representing  funds  invested in the utility
money pool as of June 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

                                      -13-

<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.

                                      -14-

<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         Reference  is  made to  "Electric  Industry  Restructuring"  in Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations and Note 2 - Regulatory Matters in the Notes to Financial  Statements
of the  Registrant's  Form  10-K  for the  year  ended  December  31,  1998  for
information  regarding the  Registrant's  membership in the Midwest  Independent
System  Operator  (Midwest  ISO).  In May  1999,  the  Missouri  Public  Service
Commission  approved a stipulation and agreement  authorizing  the  Registrant's
membership  in the  Midwest  ISO for a six year  transition  period  subject  to
certain conditions and reporting requirements. The six year period will commence
on the first day that the Midwest  ISO begins  providing  electric  transmission
service.

         Reference  is made to  "Liquidity  and  Capital  Resources"  in Item 7.
Management's  Discussion  and  Analysis of Financial  Conditions  and Results of
Operations and Note 11 - Commitments and Contingencies in the Notes to Financial
Statements of the  Registrant's  Form 10-K for the year ended  December 31, 1998
for information  regarding the United States  Environmental  Protection Agency's
(EPA) issuance in 1997 of National  Ambient Air Quality  Standards for ozone and
particulate  matter.  In May 1997,  the United  States  Court of Appeals for the
District  of  Columbia  Circuit  remanded  the  ambient  air  quality  standards
regulations to EPA for  reconsideration.  At this time, the Registrant is unable
to predict the  ultimate  impact of those  revised air quality  standards on its
future financial condition, results of operations or liquidity.


ITEM 5.  OTHER INFORMATION

         Reference is made to Note 11 -  Commitments  and  Contingencies  in the
Notes to Financial  Statements of the Registrant's  Form 10-K for the year ended
December 31, 1998 for  information  concerning the expiration date of collective
bargaining agreements.  The Registrant is engaged in labor negotiations with the
International  Brotherhood of Electrical Workers and the International  Union of
Operating Engineers and the collective  bargaining agreements have been extended
so as to facilitate those  negotiations.  At this time, the Registrant is unable
to predict the impact of these  negotiations on its future financial  condition,
results of operations or cash flows.

         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.

         In addition, under the Registrant's By-Laws, stockholders who intend to
submit a proposal  in person at an annual  meeting,  or who intend to nominate a
director at a meeting,  must  provide  advance  written  notice along with other
prescribed  information.  In  general,  such  notice  must  be  received  by the
Secretary of the  Registrant not later than 60 nor earlier than 90 days prior to
the first anniversary of the preceding year's annual meeting. At its August 1999
Board of  Directors  Meeting,  the  Registrant  intends to amend 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,  for the  Registrant's  2000 annual
meeting of stockholders, written notice of any in-person stockholder proposal or
director nomination must be received not later than February 22, 2000 or earlier
than January 23, 2000.

                                      -15-

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits.

               Exhibit 12 -  Computation  of Ratio of Earnings to Fixed  Charges
               and Preferred Stock Dividend  Requirements,  12 Months Ended June
               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:  August 13, 1999