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, 2001

[  ]     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
November 13, 2001: 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

            Item 1.  Financial Statements (Unaudited)

               Balance Sheet
               - September 30, 2001 and December 31, 2000                11

               Statement of Income
               - Three months, nine months and 12 months ended
                 September 30, 2001 and 2000                             12

               Statement of Cash Flows
               - Nine months ended September 30, 2001 and 2000           13

               Statement of Common Stockholder's Equity
               - Nine months ended September 30, 2001 and                14
                 12 months ended December 31, 2000.

               Notes to Financial Statements                             15

            Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations                 2

            Item 3.  Quantitative and Qualitative Disclosures
            About Market Risk                                             8




Part II     Other Information

            Item 1.  Legal Proceedings                                   20

            Item 5.  Other Information                                   20

            Item 6.  Exhibits and Reports on Form 8-K                    20




<PAGE>



                    PART I. FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

The unaudited  financial  statements of Union Electric Company  (AmerenUE or the
Registrant) appear on pages 11 through 19 of this report.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The Registrant is a subsidiary of Ameren Corporation (Ameren), a holding company
registered  under the Public Utility Holding  Company Act of 1935 (PUHCA).  Both
Ameren and its subsidiaries  are subject to the regulatory  provisions of PUHCA.
The Registrant is a public utility operating company 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.  The Registrant  serves 1.2 million  electric and 125,000
gas customers in a 24,500  square-mile area of Missouri and Illinois,  including
Metropolitan St. Louis.

The Registrant's  financial  statements include charges for services that Ameren
Services  Company  (Ameren  Services),  a wholly  owned  subsidiary  of  Ameren,
provides to the Registrant. Ameren Services provides shared support services for
all Ameren companies. Charges are based upon the actual costs incurred by Ameren
Services, as required by PUHCA.

The following  discussion and analysis  should be read in  conjunction  with the
Notes to the  Financial  Statements  beginning on page 15, 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 2000 Form 10-K.

RESULTS OF OPERATIONS

Earnings
Third  quarter  2001  earnings of $201  million  were  comparable  to 2000 third
quarter  earnings.  Earnings  for the nine  months  ended  September  30,  2001,
decreased $7 million from the year ago period to $317 million.  Earnings for the
12 months ended  September  30, 2001 were $337 million,  a $10 million  decrease
from the preceding 12-month period.  Earnings fluctuated due to many conditions,
primarily:  sales growth,  weather  variations,  credits to electric  customers,
electric  rate  reductions,  gas  rate  increases,  competitive  market  forces,
fluctuating   operating  costs  (including   Callaway  Nuclear  Plant  refueling
outages),  expenses  relating to the withdrawal  from the electric  transmission
related Midwest  Independent  System Operator  (Midwest ISO),  adoption of a new
accounting  standard,  changes in  interest  expense,  and changes in income and
property taxes.

The  significant  items  affecting  revenues,  costs  and  earnings  during  the
three-month,  nine-month and 12-month  periods ended September 30, 2001 and 2000
are detailed on the following pages.

<TABLE>
<CAPTION>

Electric Operations
Electric Operating Revenues                               Variations for periods ended September  30, 2001
                                                                from comparable prior-year periods
-------------------------------------------------------------------------------------------------------------------------
(Millions of Dollars)                              Three Months            Nine Months                 Twelve Months
                                                   ------------            -----------                 -------------
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                     <C>                         <C>
Credit to customers                                $    20                 $   45                      $   31
Effect of abnormal weather                               9                     47                          77
Growth and other                                        16                     28                          28
Interchange sales                                      126                    230                         282
-------------------------------------------------------------------------------------------------------------------------
                                                   $   171                 $  350                      $  418
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

The $171 million  increase in third quarter  electric  revenues  compared to the
year-ago  quarter  was  primarily  driven  by a 19  percent  increase  in  total
kilowatthour sales. Weather-sensitive residential and commercial sales increased
2 percent and 5 percent, respectively, due to warmer summer weather and moderate
growth,  compared  to the prior  year.  During  the  period,  interchange  sales
increased significantly; however, lower electric margins were realized on

                                      -2-
<PAGE>


these sales due to lower energy  prices and less low-cost  generation  available
for sale,  resulting primarily from increased demand from native load customers.
These  increases were partially  offset by decreases in industrial and wholesale
sales.  Revenues  were also  favorably  impacted by a reduction in the estimated
credits to Missouri  electric  customers  (see Note 2 under  Notes to  Financial
Statements for further information).  Interchange revenues for each of the three
months ended  September 30, 2001 and 2000 included  sales to related  parties of
$17 million.

Electric  revenues  for the first nine  months of 2001  increased  $350  million
compared to the same 2000 period primarily due to a 13 percent increase in total
kilowatthour  sales.  Interchange sales increased 41 percent,  while residential
and  commercial  sales  increased 6 percent and 7 percent,  respectively.  These
increases were partially  offset by decreases in industrial and wholesale sales.
The increase in revenues  was also  attributed  to a reduction in the  estimated
credits to Missouri  electric  customers  (see Note 2 under  Notes to  Financial
Statements  for further  information).  Interchange  revenues for the nine-month
periods ended  September 30, 2001 and 2000 included sales to related  parties of
$57 million and $48 million, respectively.

Electric  revenues for the 12 months ended  September  30, 2001  increased  $418
million  compared to the prior  12-month  period.  The  increase in revenues was
primarily due to a 49 percent increase in interchange  sales,  coupled with a 10
percent and 11 percent increase in weather-sensitive  residential and commercial
sales,  respectively.  These  increases were  partially  offset by a decrease in
industrial and wholesale  sales. The increase in revenues was also attributed to
a reduction in the estimated credits to Missouri electric  customers (see Note 2
under  Notes to  Financial  Statements  for  further  information).  Interchange
revenues for the 12-month  periods  ended  September  30, 2001 and 2000 included
sales to related parties of $81 million and $53, respectively.

<TABLE>
<CAPTION>

Fuel and Purchased Power                                Variations for periods ended September 30, 2001
                                                               from comparable prior-year periods
----------------------------------------------------------------------------------------------------------------------
(Millions of Dollars)                            Three Months              Nine Months                Twelve Months
                                                 ------------              -----------                -------------
----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                     <C>                          <C>
Fuel:
     Generation                                   $    -                  $    (3)                     $    19
     Price                                             3                       13                            7
     Generation efficiencies and other                (5)                      (7)                          (9)
Purchased power variation                            187                      311                          337
----------------------------------------------------------------------------------------------------------------------
                                                  $  185                  $   314                      $   354
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The $185 million increase in fuel and purchased power for the three-month period
ended September 30, 2001 compared to the prior year period was primarily  driven
by increased  purchased power resulting from higher sales volume and higher fuel
costs.  Intercompany  power  purchases from joint dispatch and other  agreements
approximated  $78 million and $27 million for the three months  ended  September
30, 2001 and 2000, respectively.

The increase in fuel and purchased  power costs for the  nine-month and 12-month
periods  ended  September  30,  2001,  compared  to the  year ago  periods,  was
primarily  driven by  increased  purchased  power  resulting  from higher  sales
volumes and the Callaway Nuclear Plant  refueling,  which occurred in the second
quarter of 2001.  Intercompany  power  purchases  from joint  dispatch and other
agreements  approximated  $122 million and $82 million for the nine months ended
September 30, 2001 and 2000,  respectively.  Intercompany  power  purchases from
joint dispatch and other agreements  approximated  $138 million and $102 million
for the 12 months ended September 30, 2001 and 2000, respectively.

Gas Operations
Gas revenues for the three months ended September 30, 2001, increased $8 million
compared to the prior year period,  primarily due to gas costs recovered through
the Registrant's  purchased gas adjustment  clause in its Missouri  jurisdiction
pursuant to which the Registrant recovers gas costs from its Missouri customers.
Gas  revenues  for the nine  months  and 12  months  ended  September  30,  2001
increased  $35 million and $69 million,  respectively,  compared to the year-ago
periods,  primarily due to increases in retail sales  resulting from a return to
more  normal  weather  conditions  and higher gas costs  recovered  through  the
Registrant's purchased gas adjustment clauses.

Gas costs for the three months  ended  September  30, 2001  decreased $3 million
compared  to the prior year  period due to lower gas  prices.  Gas costs for the
nine and 12 months  ended  September  30,  2001  increased  $22  million and $44
million, respectively, compared to the year-ago periods, primarily due to higher
sales and gas prices.

                                      -3-
<PAGE>


Other Operating Expenses
Other  operating  expenses  consist  primarily  of  wages,   employee  benefits,
professional  services and expenses associated with support services provided by
Ameren Services.  Other operating expense variations reflected recurring factors
such as growth,  inflation,  labor and employee benefit cost increases and plant
maintenance outages.

Other  operations  expenses for the three months ended  September  30, 2001 were
comparable  to the three  months ended  September  30,  2000.  Other  operations
expenses for the nine months ended  September  30, 2001  increased  $38 million,
compared to the same year-ago period  primarily due to higher  employee  benefit
costs resulting from changes in actuarial assumptions and investment performance
of employee benefit plans' assets as well as increases in professional services.
Other  operations  expenses for the 12 months ended September 30, 2001 increased
$92  million,  compared  to the same  year-ago  period  primarily  due to higher
employee  benefit  costs  resulting  from changes in actuarial  assumptions  and
investment performance of employee benefit plans' assets as well as increases in
professional  services and injuries and damages (due to claims  experience).  In
addition,  a  nonrecurring  charge of $17  million  was  recorded  in the fourth
quarter of 2000 for the withdrawal from the Midwest ISO.

Support services provided by Ameren Services are based on actual costs incurred.
For each of the three months ended September 30, 2001 and 2000,  other operating
expenses  provided by Ameren Services  totaled $39 million.  For the nine months
ended September 30, 2001 and 2000,  support services provided by Ameren Services
totaled $129 million and $111 million, respectively.

Maintenance  expenses  for the  three  months  ended  September  30,  2001  were
comparable to the three months ended  September 30, 2000.  Maintenance  expenses
for the nine months ended  September 30, 2001 increased $26 million  compared to
the prior year period due to a  refueling  outage at the  Registrant's  Callaway
Nuclear Plant during the second  quarter of 2001.  The spring 2001 refueling was
completed in 45 days. There was no refueling in 2000.  Maintenance  expenses for
the 12 months ended September 30, 2001 increased $10 million primarily resulting
from an increase in the spring 2001  Callaway  Nuclear Plant  refueling  expense
compared to fall 1999,  partially  offset by a reduction  in fossil  power plant
maintenance.

Depreciation  and amortization  expense for the three,  nine and 12 months ended
September  30,  2001   increased  $2  million,   $6  million  and  $10  million,
respectively,  compared  to  the  prior  year  periods  due  to an  increase  in
depreciable property.

Taxes
Income  taxes  increased $3 million for the third  quarter due to higher  pretax
income.  Income taxes decreased $8 million and $15 million,  for the nine and 12
months ended September 30, 2001, respectively, due to lower pretax income.

Other tax expense increased $5 million and $9 million for the nine and 12 months
ended  September  30, 2001,  respectively,  primarily  due to increases in gross
receipts  tax  resulting  from  increases  in  electric  sales,  compared to the
year-ago periods.

Other Income and Deductions
The variation in  miscellaneous  net for the nine and 12 months ended  September
30,  2001,  compared to the year-ago  periods is  primarily  due to prior period
write-offs of certain non-regulated investments.

Balance Sheet
The $64 million  increase in trade  accounts  receivable  at September 30, 2001,
compared to the  previous  year-end,  was due  primarily  to higher  revenues in
August and September 2001 compared to November and December 2000.

The $165 million  decrease in  intercompany  notes  receivable  at September 30,
2001,  compared to December 31, 2000,  reflects  changes in funds  invested in a
regulated  money pool (see  "Liquidity and Capital  Resources"  below and Note 3
under Notes to Financial Statements for further information).

Changes in other accounts and notes  receivable,  accounts and wages payable and
taxes accrued resulted from the timing of various payments to taxing authorities
and suppliers and receipts from customers, including Ameren Services.

                                      -4-

<PAGE>

The decrease in other current liabilities of $50 million is primarily due to the
reduction  in the  estimated  credit  that  the  Registrant  expects  to pay its
Missouri electric customers (see Note 2 under Notes to Financial  Statements for
further information).


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating  activities  totaled $554 million for the nine months
ended September 30, 2001, compared to $652 million during the same 2000 period.

Cash flows used in  investing  activities  totaled $245 million and $224 million
for  the  nine  months  ended   September  30,  2001  and  2000,   respectively.
Construction  expenditures  for the nine months ended  September  30, 2001,  for
constructing  new  or  improving  existing  facilities  were  $409  million.  In
addition,  the  Registrant  expended $15 million for the  acquisition of nuclear
fuel. In the second quarter 2001, the  Registrant  made  commitments to purchase
four combustion turbine generating units totaling 192 megawatts to be located in
Missouri and a 50 megawatt unit to be located at the Venice, Illinois plant that
are  expected  to be  operational  by summer  2002.  The cost of those units was
approximately $125 million.

Cash flows used in financing activities totaled $270 million for the nine months
ended September 30, 2001,  compared to $367 million during the same 2000 period.
The  Registrant's  principal  financing  activities for the period  included the
issuance and redemption of long-term debt and the payment of dividends.

The Registrant  plans to continue  utilizing  short-term  debt to support normal
operations and other temporary requirements. The Registrant is authorized by the
Securities and Exchange Commission (SEC) 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 1 to 45 days). At September
30, 2001, the Registrant  had committed  bank lines of credit  aggregating  $136
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, 2001,
the Registrant had no outstanding short-term borrowings.

The  Registrant  also has a bank  credit  agreement  due 2002 which  permits the
borrowing  of up to $300  million,  all of which was unused and $230 million was
available at September 30, 2001. In addition,  the Registrant has the ability to
borrow up to  approximately  $488  million  from  Ameren or from two of Ameren's
other  subsidiaries,  Central  Illinois Public Service Company  (AmerenCIPS) and
Ameren  Services,  through a regulated  money pool  agreement.  The total amount
available to the  Registrant at any given time from the regulated  money pool is
reduced  by the  amount of  borrowings  by  AmerenCIPS  or Ameren  Services  but
increased to the extent AmerenCIPS or Ameren Services have surplus funds and the
availability of other external borrowing  sources.  The regulated money pool was
established  to coordinate and provide for certain  short-term  cash and working
capital  requirements of the  Registrant,  AmerenCIPS and Ameren Services and is
administered  by Ameren  Services.  Interest is  calculated  at varying rates of
interest  depending on the  composition  of internal  and external  funds in the
regulated  money pool. For the three months and nine months ended  September 30,
2001,  the average  interest rate for the regulated  money pool was 3.67 percent
and 4.51 percent,  respectively.  As of September 30, 2001,  the  Registrant had
loaned $91  million to the  regulated  money pool and at least $58  million  was
available  through the regulated  money pool subject to reduction for borrowings
by AmerenCIPS or Ameren Services.

Additionally,  the  Registrant  has a  lease  agreement  that  provides  for the
financing of nuclear fuel. At September 30, 2001,  the maximum amount that could
be  financed  under the  agreement  was $120  million.  Cash  used in  financing
activities for the nine months ended  September 30, 2001,  included  redemptions
under  the lease for  nuclear  fuel of $64  million,  offset  by $3  million  of
issuances. At September 30, 2001, $53 million was financed under the lease.

During  the course of  Ameren's  resource  planning,  several  alternatives,  in
addition to the Missouri and Venice plant capacity  additions  described  above,
are being  considered to satisfy  anticipated  regulatory load  requirements for
2001 and  beyond  for the  Registrant,  AmerenCIPS  and  AmerenEnergy  Resources
Company (Resources Company),  the Ameren subsidiary which holds its nonregulated
generating  operations.  The Registrant  purchased 500 megawatts of capacity and
energy for the summer of 2001 (450 megawatts from AmerenEnergy Marketing Company
(Marketing  Company),  a subsidiary of Resources  Company).  Alternatives  being
considered for the summer of 2002 and beyond

                                      -5-

<PAGE>

include the purchase of up to 500 megawatts of capacity and energy,  among other
things.  The Registrant is reviewing four combustion  turbine  generating units,
which had been  planned for  commercial  operation in 2004 and 2005 by Resources
Company, to determine if they can be used by the Registrant instead of Resources
Company, in order to fulfill the Registrant's generating capacity needs. At this
time,  management  is unable to predict which course of action it will pursue to
satisfy  these  requirements  and  their  ultimate  impact  on the  Registrant's
financial position, results of operations or liquidity.

In May 2001, the Missouri Public Service Commission (MoPSC) filed pleadings with
the Federal  Energy  Regulatory  Commission  (FERC) and the SEC  relating to the
Registrant's  agreement  to purchase  450  megawatts of capacity and energy from
Marketing  Company.  The  Missouri  Office of Public  Counsel  (OPC)  also filed
pleadings with the FERC in this matter. The MoPSC's FERC pleading was filed in a
proceeding  initiated  by  Marketing  Company  for  approval  of its power sales
agreement  with the  Registrant.  Such  pleading  requested  the FERC to  reject
Marketing   Company's  proposed  market  based  rates  alleging  concerns  about
affiliate abuse and the overall  competitiveness of the market and requested the
FERC to set for hearing the  appropriate  level of cost-based  rates,  or in the
alternative, set for hearing whether Marketing Company has demonstrated that its
proposed  market-based rates will be just and reasonable.  In its pleading,  the
OPC submitted  similar  comments.  In June 2001,  the FERC issued an order which
accepted the power sales agreement (with minor  modifications),  without hearing
or  suspension,  and  rejected  the  pleadings of the MoPSC and the OPC. In July
2001, the MoPSC filed with the FERC a request for clarification of its June 2001
order in the  following  two  respects:  (1) that it does not insulate the power
sales agreement from a finding of invalidity by the SEC under PUHCA and (2) that
it does not  preempt the MoPSC from  inquiring  into the  reasonableness  of the
Registrant's  decision to enter into the  agreement.  On September 14, 2001, the
FERC issued an order granting the MoPSC's request for  clarification.  Under the
terms of the FERC's June 2001 order,  the power sales agreement became effective
June 1, 2001.

The  MoPSC's  SEC  pleading  requests  an  investigation  into  the  contractual
relationship   between  the  Registrant,   Marketing  Company  and  AmerenEnergy
Generating  Company  (Generating  Company),   another  subsidiary  of  Resources
Company,  in the context of the 450 megawatt power sales  agreement and requests
that the SEC find that such  relationship  violates a  provision  of PUHCA which
requires state utility  commission  approval of power sales contracts between an
electric  utility company and an affiliated  exempt  wholesale  generator,  like
Generating  Company.  In this case,  the  MoPSC's  approval  of the power  sales
agreement was not  requested  under PUHCA  because  Generating  Company is not a
party to the agreement. As a remedy, the MoPSC proposes that the SEC require the
Registrant to contract directly with Generating Company and submit such contract
to the MoPSC for review.  The SEC has not  responded to this matter to date.  At
this time, management is unable to predict the outcome of this proceeding or the
ultimate  impact on the  Registrant's  future  financial  position,  results  of
operation or liquidity.

The Registrant,  in the ordinary course of business,  explores  opportunities to
reduce its costs in order to remain competitive in the marketplace.  Areas where
the Registrant  focuses its review include,  but are not limited to, labor costs
and fuel  supply  costs.  In the  labor  area,  over the  past  two  years,  the
Registrant has reached  agreements with all of its major  collective  bargaining
units which will permit the  Registrant  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  power  plants,   as  well  as
restructuring or terminating existing contracts with suppliers.

Certain  of  these  cost  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.  Management  is unable to  determine  the impact of
these  actions  on  the  Registrant's  future  financial  position,  results  of
operations or liquidity.

RATE MATTERS

On June 30, 2001, the Registrant's experimental alternative regulation plan (the
Plan) for its  Missouri  electric  customers  expired (see Note 2 under Notes to
Financial  Statements for further  information  about the Plan). With the Plan's
expiration,  on July 2,  2001,  the MoPSC  staff  filed with the MoPSC an excess
earnings complaint against the

                                      -6-

<PAGE>

Registrant that proposes to reduce the  Registrant's  annual  electric  revenues
ranging from $213 million to $250  million.  Factors  contributing  to the MoPSC
staff's  recommendation  include  return on equity (ROE),  revenues and customer
growth,  depreciation  rates  and  other  cost  of  service  expenses.  The  ROE
incorporated into the MoPSC staff's  recommendation  ranges from 9.04 percent to
10.04  percent.  The MoPSC has not yet  determined  a schedule  for  evidentiary
hearings  on the  MoPSC  staff's  recommendation.  The MoPSC is not bound by the
MoPSC staff's recommendation.  Depending on the outcome of the MoPSC's decision,
further appeals in the courts may be warranted.

In the interim,  the  Registrant  is preparing to  vigorously  contest the MoPSC
staff's  recommendation and expects to continue  negotiations with all pertinent
parties with the intent to continue with an incentive  regulation plan,  similar
in form to the  Plan.  The  Registrant  can not  predict  the  outcome  of these
negotiations and their impact on the Registrant's financial position, results of
operations or liquidity; however, the impact could be material.

See Note 2 under Notes to Financial Statements for further discussion of Rate
Matters.

ELECTRIC INDUSTRY RESTRUCTURING

Certain states are considering  proposals or have adopted  legislation that will
promote  competition  at the  retail  level.  During  2000  and in  early  2001,
deregulation  laws  established  in the state of  California,  coupled with high
energy prices, increasing demands for power by users in that state, transmission
constraints,  and limited generation resources,  among other things,  negatively
impacted  several  major  electric  utilities  in that state.  Federal and state
regulators and legislators  have proposed and  implemented,  in part,  different
courses of action to attempt to address these issues.  The  Registrant  does not
maintain  utility  operations  in the state of  California,  nor does it provide
energy  directly to utilities in that state.  At this time,  the  Registrant  is
uncertain what impact,  if any, changes in deregulation laws will have on future
federal and state  deregulation  laws  (including the state of Missouri),  which
could directly impact the  Registrant's  future financial  position,  results of
operations or liquidity.

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

The Illinois Law, among other things,  requires the  phasing-in  through 2002 of
retail direct access, which allows customers to choose their electric generation
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  remaining  commercial  and  industrial  customers in Illinois  were
offered  choice on December 31, 2000.  Commercial  and  industrial  customers in
Illinois  represent  approximately 7 percent of the Registrant's total sales. As
of September 30, 2001,  the impact of retail  direct access on the  Registrant's
financial condition,  results of operations or liquidity was immaterial.  Retail
direct access will be offered to residential customers on May 1, 2002.

Missouri
During  the  legislative   session  that  ended  in  May  2001,  the  Registrant
participated in discussions with the Missouri legislature  regarding legislation
that would not  restructure the electric  industry in Missouri,  but would allow
utilities to transfer generation assets to an affiliated  generating company. In
addition,  the legislation would have allowed the State's largest nonresidential
customers to choose their  electric  supplier,  among other things.  No electric
industry legislation was passed during the legislative session.

Midwest ISO and Alliance RTO
In the  fourth  quarter of 2000,  the  Registrant  announced  its  intention  to
withdraw  from the Midwest ISO and to join the  Alliance  Regional  Transmission
Organization  (Alliance  RTO),  and recorded a pretax  charge to earnings of $17
million ($10 million after taxes),  which related to the Registrant's  estimated
obligation  under the Midwest ISO  agreement  for costs  incurred by the Midwest
ISO,  plus   estimated   exit  costs.   During  first  quarter  2001,  the  FERC
conditionally  approved the  formation,  including  the rate  structure,  of the
Alliance RTO, and the  Registrant  announced  that it had signed an agreement to
join the Alliance RTO.  Also in the first  quarter 2001, in a proceeding  before
the FERC,  the Alliance RTO and the Midwest ISO reached an agreement  that would
enable the  Registrant to withdraw from the Midwest ISO and to join the Alliance
RTO. In the second quarter of 2001, the settlement agreement was approved by the
FERC. The Registrant's  withdrawal from the Midwest ISO remains subject to MoPSC
approval.  Additional  regulatory  approvals  of the SEC,  FERC,  MoPSC  and the
Illinois Commerce

                                      -7-

<PAGE>

Commission may be required in connection with various transactions involving the
Alliance  RTO  relating to its  organization,  capitalization  and the  possible
transfer of transmission assets. Such approvals,  if required, will be sought at
the  appropriate  times.  The Alliance RTO is expected to be operational  within
90-120 days after the FERC's approval. At this time, the Registrant is unable to
determine  the  impact  that  its  withdrawal  from  the  Midwest  ISO  and  its
participation in the Alliance RTO will have on its future  financial  condition,
results of operations or liquidity.

ACCOUNTING MATTERS

In January 2001, the Registrant  implemented  Statement of Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting  for Derivative  Instruments and Hedging
Activities".  The impact of that adoption resulted in the Registrant recording a
cumulative effect charge of $5 million after taxes to the income statement,  and
a cumulative  adjustment of $8 million after income taxes to other comprehensive
income (OCI),  which reduced  stockholder's  equity.  (See Note 4 under Notes to
Financial  Statements for further  information.)  In June 2001, the  Derivatives
Implementation  Group (DIG), a committee of the Financial  Accounting  Standards
Board (FASB)  responsible for providing  guidance on the  implementation of SFAS
133,  reached a conclusion  regarding the  appropriate  accounting  treatment of
certain  types  of  energy  contracts  under  SFAS  133.  Specifically,  the DIG
concluded that power purchase or sales  agreements  (both forward  contracts and
option  contracts)  may  meet  an  exception  for  normal  purchases  and  sales
accounting  treatment if certain  criteria are met.  This guidance was effective
beginning  July 1, 2001 and did not have a material  impact on the  Registrant's
financial condition,  results of operations or liquidity upon adoption. However,
in October 2001,  the DIG revised this  guidance,  with the revisions  effective
January 1, 2002. At this time,  the  Registrant is evaluating  the impact of the
DIG's  revisions to determine the effect on the  Registrant's  future  financial
condition, results of operations, or liquidity upon application.

In September  2001, the DIG issued guidance  regarding the accounting  treatment
for fuel  contracts  that  combine a forward  contract  and a  purchased  option
contract.  The DIG concluded that contracts  containing both a forward  contract
and a  purchased  option  contract  are not  eligible  to qualify for the normal
purchases  and sales  exception  under SFAS 133.  This  guidance is effective in
second quarter 2002. The Registrant is evaluating the impact of this guidance on
its future financial condition, results of operations or liquidity; however, the
impact could be material.

In July 2001, the FASB issued SFAS No. 141, "Business  Combinations,"  SFAS 142,
"Goodwill  and Other  Intangible  Assets," and SFAS 143,  "Accounting  for Asset
Retirement Obligations." SFAS 141 requires business combinations to be accounted
for under the purchase  method of  accounting,  which  requires one party in the
transaction  to be identified as the acquiring  enterprise and for that party to
record the assets and  liabilities  of the  acquired  enterprise  at fair market
value rather than historical cost. It prohibits use of the  pooling-of-interests
method of accounting  for business  combinations.  SFAS 141 is effective for all
business combinations  initiated after June 30, 2001, or transactions  completed
using the  purchase  method  after June 30,  2001.  SFAS 142  requires  goodwill
recorded  in the  financial  statements  to be tested  for  impairment  at least
annually,  rather than amortized  over a fixed period,  with  impairment  losses
recorded in the income  statement.  SFAS 142 is  effective  for all fiscal years
beginning  after  December  15,  2001.  SFAS 143  requires an entity to record a
liability  and  corresponding  asset  representing  the  present  value of legal
obligations associated with the retirement of tangible,  long-lived assets. SFAS
143 is effective for fiscal years  beginning  after June 15, 2002.  SFAS 141 and
SFAS  142 are  not  expected  to  have a  material  effect  on the  Registrant's
financial  position,  results of operations or liquidity upon adoption.  At this
time,  the  Registrant  is  assessing  the  impact of SFAS 143 on its  financial
position, results of operations or liquidity upon adoption.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market  risk  represents  the risk of changes in value of a physical  asset or a
financial  instrument,  derivative or non-derivative,  caused by fluctuations in
market variables (e.g. interest rates, equity prices,  commodity prices,  etc.).
The  following  discussion  of  Ameren's,   including  the  Registrant'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 and the Registrant also
face  risks  that are  either  non-financial  or  non-quantifiable.  Such  risks
principally  include  business,  legal,  operational and credit risk and are not
represented in the following analysis.

                                      -8-

<PAGE>

Ameren's risk management objective is to optimize its physical generating assets
within  prudent  risk  parameters.  Risk  management  policies are set by a Risk
Management  Steering  Committee,  which  is  comprised  of  senior-level  Ameren
officers.

Interest Rate Risk
The  Registrant  is exposed to market risk  through  changes in  interest  rates
associated with its issuance of both long-term and short-term variable-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 one percentage point in 2002 as compared to 2001, 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, 2001, continued to be outstanding  throughout 2002, and
that the average interest rates for these  instruments  increased one percentage
point over 2001. The estimate does not consider the effects of the reduced level
of potential  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, fuel and
electricity.  Several techniques are utilized to mitigate the Registrant's risk,
including utilizing derivative financial instruments. A derivative is a contract
that has its value  dependent on, or derived from, the value of some  underlying
asset. The derivative financial  instruments that the Registrant uses (primarily
forward contracts,  futures contracts and option contracts) are dictated by risk
management policies.

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  the
Registrant  has purchased  gas  adjustment  clauses  (PGAs) 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.

Ameren has a subsidiary, AmerenEnergy Fuels and Services Company, a wholly owned
subsidiary  of  Resources  Company,  which is  responsible  for  providing  fuel
procurement   and  gas  supply   services  on  behalf  of   Ameren's   operating
subsidiaries,  and for managing  fuel and natural gas price  risks.  Fixed price
forward contracts,  as well as futures and options,  are all instruments,  which
may be used to manage these risks. The majority of the Registrant's  fuel supply
contracts are physical forward  contracts.  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. All of the required coal
for the Registrant's  coal plants has been acquired at fixed prices for 2001. In
addition,  at least 80 percent of the coal requirements through 2005 are covered
by long-term  contracts.  The Registrant has recently experienced some delays in
its coal deliveries due to certain  transportation and operating  constraints in
the system. The Registrant is working closely with the transportation  companies
and monitoring its operating  practices in order to maintain  adequate levels of
coal inventory for future operating purposes.

With regard to the  Registrant's  exposure to commodity price risk for purchased
power and excess electricity sales, Ameren has a subsidiary,  AmerenEnergy, Inc.
(AmerenEnergy),  which has as its primary  responsibility  managing market risks
associated with the changing market prices for electricity purchased and sold on
behalf of the Registrant.

Although the  Registrant  cannot  completely  eliminate the effects of gas price
volatility, its strategy is designed to minimize the effect of market conditions
on the results of operations. The Registrant's gas procurement strategy includes
procuring  natural gas under a portfolio of  agreements  with price  structures,
including fixed price,  indexed price and embedded price hedges such as caps and
collars.  The  Registrant's  strategy  also  utilizes  physical  assets  through
storage,  operator and balancing  agreements to minimize price  volatility.  The
Registrant's electric marketing strategy is to extract additional value from its
generation  facilities  by selling  energy in excess of needs for term sales and
purchasing energy when the market price is less than the cost of generation. The

                                      -9-

<PAGE>

Registrant's primary use of derivatives has been limited to transactions that
are expected to reduce price risk exposure for the Registrant.

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, 2001,  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 and
financial  performance.  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,  2000,  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,  including changes in regulatory policy; 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;  the effects of
withdrawal  from the Midwest ISO and  membership in Alliance RTO;  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;
wholesale pricing for electricity;  business and economic conditions; the impact
of the adoption of new accounting standards; interest rates; weather conditions;
fuel availability; generation plant construction,  installation and performance;
the impact of current  environmental  regulations  on utilities  and  generating
companies  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;
competition from other generating  facilities  including new facilities that may
be developed in the future;  cost and availability of transmission  capacity for
the energy  generated by the Registrant's  generating  facilities or required to
satisfy  energy  sales  made by the  Registrant;  and legal  and  administrative
proceedings.

                                      -10-

<PAGE>


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

<TABLE>
<CAPTION>
                                                                 September 30,          December 31,
ASSETS                                                                2001                 2000
------                                                         --------------        --------------
<S>                                                              <C>                   <C>
Property and plant, at original cost:
  Electric                                                         $9,672,334            $9,449,275
  Gas                                                                 250,034               236,139
  Other                                                                37,169                37,140
                                                               --------------        --------------
                                                                    9,959,537             9,722,554
   Less accumulated depreciation and amortization                   4,747,725             4,571,292
                                                               --------------        --------------
                                                                    5,211,812             5,151,262
Construction work in progress:
  Nuclear fuel in process                                              87,171               117,789
  Other                                                               292,651               111,527
                                                               --------------        --------------
     Total property and plant, net                                  5,591,634             5,380,578
                                                               --------------        --------------
Investments and other assets:
  Nuclear decommissioning trust fund                                  174,478               190,625
  Other                                                                71,948                65,811
                                                               --------------        --------------
     Total investments and other assets                               246,426               256,436
                                                               --------------        --------------
Current assets:
  Cash and cash equivalents                                            58,336                19,960
  Accounts receivable - trade (less allowance for doubtful
    accounts of $7,315 and $6,251, respectively)                      342,195               277,947
  Other accounts and notes receivable                                  45,141                28,216
  Intercompany notes receivable                                        90,860               255,570
  Materials and supplies, at average cost -
   Fossil fuel                                                         76,016                52,155
   Other                                                               85,167                82,161
  Other                                                                15,266                16,757
                                                               --------------        --------------
      Total current assets                                            712,981               732,766
                                                               --------------        --------------
Regulatory assets:
  Deferred income taxes                                               602,353               599,973
  Other                                                               137,190               146,373
                                                               --------------        --------------
     Total regulatory assets                                          739,543               746,346
                                                               --------------        --------------
Total Assets                                                       $7,290,584            $7,116,126
                                                               ==============        ==============

CAPITAL AND LIABILITIES
-----------------------
Capitalization:
  Common stock, $5 par value, 150,000,000 shares authorized -
   102,123,834 shares outstanding                                    $510,619              $510,619
   Other paid-in capital, principally premium on
    common stock                                                      701,896               701,896
   Retained earnings                                                1,392,277             1,358,137
   Accumulated other comprehensive income                              (1,428)                 -
                                                               --------------        --------------
      Total common stockholder's equity                             2,603,364             2,570,652
   Preferred stock not subject to mandatory redemption                155,197               155,197
   Long-term debt                                                   1,710,526             1,760,439
                                                               --------------        --------------
      Total capitalization                                          4,469,087             4,486,288
                                                               --------------        --------------
Current liabilities:
   Accounts and wages payable                                         281,043               293,511
   Accumulated deferred income taxes                                   27,751                30,325
   Taxes accrued                                                      312,044                86,125
   Other                                                              146,518               196,127
                                                               --------------        --------------
      Total current liabilities                                       767,356               606,088
                                                               --------------        --------------
Accumulated deferred income taxes                                   1,342,214             1,315,109
Accumulated deferred investment tax credits                           130,731               132,922
Regulatory liability                                                  140,232               148,643
Other deferred credits and liabilities                                440,964               427,076
                                                               --------------        --------------
Total Capital and Liabilities                                      $7,290,584            $7,116,126
                                                               ==============        ==============
</TABLE>

See Notes to Financial Statements.


                                      -11-

<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,

                                        ----------------------        -----------------------      -----------------------
                                           2001         2000             2001          2000           2001         2000
                                           ----         ----             ----          ----           ----         ----
<S>                                  <C>            <C>             <C>           <C>               <C>           <C>
 OPERATING REVENUES:
    Electric                           $1,034,296     $862,918        $2,396,193    $2,046,447        $2,939,742    $2,521,762
    Gas                                    18,915       11,173           106,197        71,345           164,093        95,077
    Other                                     113          -                 423           -                 423           -
                                      -----------     --------       -----------   -----------        ----------    ----------
 Total operating revenues               1,053,324      874,091         2,502,813     2,117,792         3,104,258     2,616,839

  OPERATING EXPENSES:
   Operations
    Fuel and purchased power              377,991      193,152           858,630       544,766         1,042,376       688,689
    Gas                                     7,533       10,356            64,531        42,804           103,250        59,137
    Other                                 125,318      124,644           388,052       350,037           538,314       446,300
                                      -----------     --------       -----------   -----------        ----------    ----------
                                          510,842      328,152         1,311,213       937,607         1,683,940     1,194,126
  Maintenance                              55,330       56,057           214,310       188,717           275,623       265,725
  Depreciation and amortization            70,176       67,942           208,614       202,345           276,645       266,669
  Income taxes                            133,600      130,989           212,829       220,473           219,156       234,310
  Other taxes                              62,637       62,826           165,812       160,737           214,535       205,714
                                      -----------     --------       -----------   -----------        ----------    ----------
   Total operating expenses               832,585      645,966         2,112,778     1,709,879         2,669,899     2,166,544

 OPERATING INCOME                         220,739      228,125           390,035       407,913           434,359       450,295

 OTHER INCOME AND (DEDUCTIONS):
  Allowance for equity funds used
   during construction                       4,105       1,250             7,928         4,079             9,147         5,212
  Miscellaneous, net                         4,491       4,475            13,519        10,016            19,949        17,016
                                       -----------    --------       -----------   -----------        ----------    ----------
    Total other income and (deductions)      8,596       5,725            21,447        14,095            29,096        22,228

 INCOME BEFORE
  INTEREST CHARGES                         229,335     233,850           411,482       422,008           463,455       472,523

 INTEREST CHARGES:
  Interest                                  28,500      31,846            88,965        97,860           120,387       124,091
  Allowance for borrowed funds used
    during construction                     (1,959)     (2,083)           (5,784)       (6,027)           (8,069)       (7,856)
                                       -----------    --------       -----------   -----------        ----------    ----------
     Net interest charges                   26,541      29,763            83,181        91,833           112,318       116,235
                                       -----------    --------       -----------   -----------        ----------    ----------

 INCOME BEFORE CUMULATIVE
     EFFECT OF CHANGE IN
     ACCOUNTING PRINCIPLE                  202,794     204,087           328,301       330,175           351,137       356,288

 CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE, NET
  OF INCOME TAXES                             -           -               (4,848)         -               (4,848)          -
                                       -----------    --------       -----------   -----------        ----------    ----------

 NET INCOME                                202,794     204,087           323,453       330,175           346,289       356,288

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

 NET INCOME AFTER PREFERRED
 STOCK DIVIDENDS                          $200,590    $201,883          $316,840      $323,562          $337,472      $347,471
                                       ===========   =========       ===========   ===========        ==========    ==========
</TABLE>

See Notes to Financial Statements.

                                      -12-

<PAGE>


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


<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                        September 30,
                                                                ---------------------------------
                                                                   2001                 2000
                                                                   ----                 ----
<S>                                                             <C>                  <C>
Cash Flows From Operating:
 Net income                                                       $323,453             $330,175
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Cumulative effect of change in accounting principle               4,848                 -
   Depreciation and amortization                                   199,415              193,383
   Amortization of nuclear fuel                                     21,084               27,714
   Allowance for funds used during construction                    (13,712)             (10,106)
   Deferred income taxes, net                                       17,094                6,913
   Deferred investment tax credits, net                             (2,191)              (4,328)
   Changes in assets and liabilities:
    Receivables, net                                               (81,173)             (89,944)
    Materials and supplies                                         (26,867)              10,884
    Accounts and wages payable                                     (81,568)              14,406
    Taxes accrued                                                  225,919              138,443
    Other, net                                                     (32,377)              34,889
                                                                  ---------            ---------
Net cash provided by operating activities                          553,925              652,429

Cash Flows From Investing:
 Construction expenditures                                        (408,610)            (230,023)
 Allowance for funds used during construction                       13,712               10,106
 Nuclear fuel expenditures                                         (14,988)             (11,691)
 Intercompany notes receivable                                     164,710                7,650
                                                                  ---------            ---------
Net cash used in investing activities                             (245,176)            (223,958)

Cash Flows From Financing:
 Dividends on common stock                                        (213,600)            (207,224)
 Dividends on preferred stock                                       (6,613)              (6,613)
 Redemptions -
    Nuclear fuel lease                                             (64,122)              (8,276)
    Long-term debt                                                    -                (338,650)
 Issuances -
    Nuclear fuel lease                                               3,062                7,270
    Long-term debt                                                  10,900              186,500
                                                                  ---------            ---------
Net cash used in financing activities                             (270,373)            (366,993)

Net change in cash and cash equivalents                             38,376               61,478
Cash and cash equivalents at beginning of year                      19,960              117,308
                                                                  ---------            ---------
Cash and cash equivalents at end of period                        $ 58,336             $178,786
                                                                  =========            =========

Cash paid during the periods:
 Interest (net of amount capitalized)                             $ 73,170             $ 80,537
 Income taxes, net                                                $ 40,744             $114,548

</TABLE>

See Notes to Financial Statements.

                                      -13-


<PAGE>


                             UNION ELECTRIC COMPANY
                    STATEMENT OF COMMON STOCKHOLDER'S EQUITY
                                    UNAUDITED
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                              Nine Months Ended                 Year Ended
                                                              September 30, 2001            December 31, 2000
                                                            ---------------------          -------------------
<S>                                                          <C>                            <C>
Common stock                                                   $   510,619                    $   510,619

Other paid-in capital                                              701,896                        701,896



Retained earnings
 Beginning balance                                               1,358,137                      1,221,167
 Net income                                                        323,453                        353,011
 Common stock dividends                                           (282,700)                      (207,224)
 Preferred stock dividends                                          (6,613)                        (8,817)
                                                            ---------------------          -------------------
                                                                 1,392,277                      1,358,137

Accumulated other comprehensive income
 Beginning balance                                                    -                              -
 Change in current period                                           (1,428)                          -
                                                            ---------------------          -------------------
                                                                    (1,428)                          -
                                                            ---------------------          -------------------
Total common stockholder's equity                              $ 2,603,364                    $ 2,570,652
                                                            =====================          ===================

Comprehensive income, net of tax
 Net income                                                    $   323,453                    $   353,011
 Cumulative effect of accounting change, net of taxes               (7,881)                          -
 Unrealized net gain on derivative hedging instruments               6,453                           -
                                                            ---------------------          -------------------
                                                               $   322,025                    $   353,011
                                                            =====================          ===================

</TABLE>

See Notes to Financial Statements.

                                      -14-

<PAGE>


UNION ELECTRIC COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2001

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation
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).  Ameren  is the  parent  company  of the
following  operating  subsidiaries:  the  Registrant,  Central  Illinois  Public
Service Company  (AmerenCIPS),  and AmerenEnergy  Generating  Company,  a wholly
owned  subsidiary  of  AmerenEnergy  Resources  Company.  Both  Ameren  and  its
subsidiaries  are subject to the regulatory  provisions of PUHCA. The Registrant
is a  public  utility  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  Registrant  and other  Ameren  subsidiaries--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 (Ameren  Services).  The Registrant
serves 1.2 million  electric and 125,000 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/or
operates electric generation and transmission facilities in Illinois that supply
electric  power  primarily  to a uranium  enrichment  plant  located in Paducah,
Kentucky.

Interim Financial Statements
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 SEC.
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 2000 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.

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.

Factors Affecting Business
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, 2001 and 2000, are not necessarily indicative of trends for any three-month,
nine-month or 12-month period.

Reclassifications
Certain reclassifications have been made to prior years' financial statements to
conform with 2001 reporting.

Note 2 - Regulatory Matters

Missouri
In July 1995,  the  Missouri  Public  Service  Commission  (MoPSC)  approved  an
agreement  establishing   contractual  obligations  involving  the  Registrant's
Missouri  retail  electric  rates.   Included  was  a  three-year   experimental
alternative  regulation  plan  (the  Original  Plan)  that ran from July 1, 1995
through June 30, 1998,  which provided that earnings in those years in excess of
a 12.61 percent  regulatory return on equity be shared equally between customers
and stockholders, and earnings above a 14 percent regulatory return

                                      -15-

<PAGE>

on equity be credited to  customers.  The formula for  computing the credit used
twelve-month results ending June 30, rather than calendar year earnings.

A new three-year  experimental  alternative  regulation  plan (the New Plan) was
included in the joint  agreement  authorized  by the MoPSC in its February  1997
order approving the merger of the Registrant and CIPSCO Incorporated that formed
Ameren. Like the Original Plan, the New Plan required that earnings over a 12.61
percent  regulatory  return on equity up to a 14  percent  regulatory  return on
equity be shared equally between customers and  stockholders.  The New Plan also
returned to customers 90 percent of all earnings  above a 14 percent  regulatory
return on equity up to a 16 percent regulatory return on equity.  Earnings above
a 16 percent  regulatory  return on equity were credited  entirely to customers.
The New Plan ran from July 1, 1998 through June 30,  2001.  As of September  30,
2001,  the Registrant  recorded an estimated  credit of $40 million for the plan
year ended June 30,  2001  compared to $35  million in the prior  period.  These
credits  were  reflected  as a  reduction  in  electric  revenues in the periods
accrued.  The final  amount  of the  credit  will  depend  on  several  factors,
including the Registrant's earnings for 12 months ended June 30, 2001.

With the New Plan's  expiration  on June 30,  2001,  on July 2, 2001,  the MoPSC
staff filed with the MoPSC an excess earnings  complaint  against the Registrant
that proposes to reduce the Registrant's  annual electric  revenues ranging from
$213  million  to  $250  million.  Factors  contributing  to the  MoPSC  staff's
recommendation  include  return on equity (ROE),  revenues and customer  growth,
depreciation rates and other cost of service expenses. The ROE incorporated into
the MoPSC staff's  recommendation ranges from 9.04 percent to 10.04 percent. The
MoPSC has not yet  determined a schedule for  evidentiary  hearings on the MoPSC
staff's   recommendation.   The  MoPSC  is  not  bound  by  the  MoPSC   staff's
recommendation.  Depending  on the  outcome  of the  MoPSC's  decision,  further
appeals in the courts may be warranted.

In the interim,  the  Registrant  is preparing to  vigorously  contest the MoPSC
staff's  recommendation and expects to continue  negotiations with all pertinent
parties with the intent to continue with an incentive  regulation plan,  similar
to  the  New  Plan.  The  Registrant  can  not  predict  the  outcome  of  these
negotiations and their impact on the Registrant's financial position, results of
operations or liquidity; however, the impact could be material.

Midwest ISO and Alliance RTO
In the  fourth  quarter of 2000,  the  Registrant  announced  its  intention  to
withdraw from the Midwest  Independent System Operator (Midwest ISO) and to join
the Alliance Regional Transmission  Organization  (Alliance RTO), and recorded a
pretax  charge to earnings of $17  million  ($10  million  after  taxes),  which
related to the Registrant's estimated obligation under the Midwest ISO agreement
for costs incurred by the Midwest ISO, plus  estimated exit costs.  During first
quarter 2001, the FERC conditionally approved the formation,  including the rate
structure,  of the Alliance RTO, and the Registrant announced that it had signed
an  agreement  to join the  Alliance  RTO.  Also in  first  quarter  2001,  in a
proceeding  before the FERC,  the  Alliance  RTO and the  Midwest ISO reached an
agreement  that would enable the Registrant to withdraw from the Midwest ISO and
to join  the  Alliance  RTO.  In the  second  quarter  of 2001,  the  settlement
agreement was approved by the FERC. The Registrant's withdrawal from the Midwest
ISO remains subject to MoPSC approval.  Additional  regulatory  approvals of the
SEC,  FERC,  MoPSC and the  Illinois  Commerce  Commission  may be  required  in
connection with various transactions  involving the Alliance RTO relating to its
organization,  capitalization and the possible transfer of transmission  assets.
Such  approvals,  if  required,  will be sought at the  appropriate  times.  The
Alliance RTO is expected to be  operational  within 90-120 days after the FERC's
approval.  At this time,  the  Registrant is unable to determine the impact that
its withdrawal  from the Midwest ISO and its  participation  in the Alliance RTO
will have on its future financial condition, results of operations or liquidity.

Note 3 - Related Party Transactions

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.  For the three, nine and
12 months ended September, 30, 2001, intercompany power purchases from joint

                                      -16-

<PAGE>

dispatch and other agreements were  approximately $78 million,  $122 million and
$138  million,  respectively,  compared  to $27  million,  $82  million and $102
million  for  the  three,   nine  and  12  months  ended   September  30,  2000,
respectively.  Intercompany  power sales for the three, nine and 12 months ended
September 30, 2001 were approximately $17 million,  $57 million and $81 million,
compared to $17 million,  $48 million and $53 million for the three, nine and 12
months ended September 30, 2000, respectively. Intercompany receivables included
in other accounts and notes  receivable were  approximately  $32 million and $20
million,  respectively,  as  of  September  30,  2001  and  December  31,  2000.
Intercompany   payables   included  in  accounts  and  wages   payable   totaled
approximately  $117 million and $27 million,  respectively,  as of September 30,
2001 and December 31, 2000.

Other  operating  expenses  consist  primarily  of  wages,   employee  benefits,
professional  services and expenses associated with support services provided by
Ameren Services.  The support services  provided by Ameren Services are based on
actual costs incurred. For each of the three months ended September 30, 2001 and
2000, other operating  expenses provided by Ameren Services totaled $39 million.
For the nine months ended September 30, 2001 and 2000, support services provided
by Ameren Services totaled $129 million and $111 million, respectively.

Also, the Registrant has the ability to borrow up to approximately  $488 million
from  Ameren,  AmerenCIPS  or Ameren  Services  through a  regulated  money pool
agreement.  The total amount  available to the Registrant at any given time from
the regulated money pool is reduced by the amount of borrowings by AmerenCIPS or
Ameren  Services but increased to the extent  AmerenCIPS or Ameren Services have
surplus funds and the  availability  of other external  borrowing  sources.  The
regulated  money pool was  established  to  coordinate  and  provide for certain
short-term cash and working capital  requirements of the Registrant,  AmerenCIPS
and  Ameren  Services  and is  administered  by  Ameren  Services.  Interest  is
calculated at varying rates of interest depending on the composition of internal
and external  funds in the  regulated  money pool.  For the three and nine month
periods ended  September 30, 2001,  the average  interest rate for the regulated
money  pool  was  3.67  percent  and 4.51  percent,  respectively.  Intercompany
interest  income  for the  quarters  ended  September  30,  2001  and  2000  was
approximately  $1  million  and $3  million,  respectively.  For the  nine-month
periods ended  September  30, 2001 and 2000,  intercompany  interest  income was
approximately  $7  million  for each  period.  For the  12-month  periods  ended
September 30, 2001 and 2000,  intercompany interest income was approximately $10
million and $9 million,  respectively.  As of September 30, 2001, the Registrant
had outstanding intercompany receivables of $91 million and at least $58 million
was  available  through  the  regulated  money  pool  subject to  reduction  for
borrowings by AmerenCIPS or Ameren Services.

Note 4 - Derivative Financial Instruments

Statement of  Financial  Accounting  Standards  (SFAS) No. 133  "Accounting  for
Derivative  Instruments and Hedging  Activities"  became effective on January 1,
2001.  SFAS 133  established  accounting and reporting  standards for derivative
financial  instruments,  including certain  derivative  instruments  embedded in
other contracts,  and for hedging activities.  SFAS 133 requires  recognition of
all derivatives as either assets or liabilities on the balance sheet measured at
fair value.  The intended use of derivatives  and their  designation as either a
fair value hedge or a cash flow hedge determines when the gains or losses on the
derivatives  are to be  reported  in  earnings  and when they are  reported as a
component  of other  comprehensive  income  (OCI) in  stockholder's  equity.  In
accordance with the transition provisions of SFAS 133, the Registrant recorded a
cumulative  effect  charge  of $5  million  after  income  taxes  to the  income
statement,  comprised of $1 million for ineffective  portion of cash flow hedges
and  $4  million  for  discontinued  hedges.  The  Registrant  also  recorded  a
cumulative effect adjustment of $8 million after income taxes,  representing the
effective  portion  of  designated  cash  flow  hedges,  to OCI,  which  reduced
stockholder's  equity.  Gains and losses on derivatives  that arose prior to the
initial application of SFAS 133 and that were previously deferred as adjustments
of the  carrying  amount of hedged items were not adjusted and were not included
in the transition adjustments described above.

All  derivatives are recognized on the balance sheet at their fair value. On the
date that the Registrant  enters into a derivative  contract,  it designates the
derivative  as (1) a hedge of the fair value of a recognized  asset or liability
or an  unrecognized  firm  commitment (a "fair value"  hedge);  (2) a hedge of a
forecasted

                                      -17-

<PAGE>

transaction or the  variability of cash flows that are to be received or paid in
connection with a recognized asset or liability (a "cash flow" hedge); or (3) an
instrument  that is held for trading or  non-hedging  purposes (a  "non-hedging"
instrument).   The  Registrant  reevaluates  its  classification  of  individual
derivative  transactions  daily.  The  Registrant  designates  or  de-designates
derivative  transactions  as hedges based on many factors  including  changes in
expectations of economic generation  availability and changes in projected sales
commitments.  Changes in the fair value of derivatives are captured and reported
based on the anticipated use of the derivative. If a derivative is designated as
a cash flow hedge,  the  effective  portion  will not be reflected in the income
statement.  If  the  derivative  is  subsequently  designated  as a  non-hedging
instrument,  any further  change in fair value will be  reflected  in the income
statement,  with any  previously  deferred  change in fair  value  remaining  in
accumulated OCI until the indicated  delivery period. If, on the other hand, the
derivative had been  designated as a non-hedging  transaction  and  subsequently
designated  as a cash flow hedge,  the initial  change in fair value between the
transaction date and the hedge designation date will be recorded in income,  and
the effective  portion of any further change will be deferred in OCI. Changes in
the fair value of derivatives designated as fair value hedges and changes in the
fair value of the hedged asset or liability that are  attributable to the hedged
risk (including  changes that reflect losses or gains on firm  commitments)  are
recorded in current-period earnings. Any hedge ineffectiveness (which represents
the amount by which the changes in the fair value of the  derivative  exceed the
changes in the fair  value of the hedged  item) is  recorded  in  current-period
earnings.  Changes  in the fair  value of  derivative  trading  and  non-hedging
instruments are reported in current-period earnings.

The Registrant utilizes derivatives principally to manage the risk of changes in
market  prices for natural gas,  fuel,  electricity  and emission  credits.  The
Registrant's  risk  management  objective  is to  optimize  the return  from its
physical  generating  assets,   while  managing  exposures  to  volatile  energy
commodity  prices  and  emission   allowances  within  prudent  risk  management
policies,  which are established by a Risk Management  Steering Committee (RMSC)
comprised of senior-level  Ameren officers.  Price  fluctuations in natural gas,
fuel and electricity cause (1) an unrealized appreciation or depreciation of the
Registrant's  firm  commitments to purchase when purchase  prices under the firm
commitment are compared with current commodity prices; (2) market values of fuel
and natural gas  inventories or purchased power to differ from the cost of those
commodities  under the firm  commitment;  and (3) actual  cash  outlays  for the
purchase of these  commodities  to differ from  anticipated  cash  outlays.  The
derivatives  that the Registrant  uses to hedge these risks are dictated by risk
management  policies and include forward contracts,  futures contracts,  options
and swaps.  Ameren  primarily  uses  derivatives  to  optimize  the value of its
physical and contractual  positions.  Ameren continually assesses its supply and
delivery  commitment  positions  against  forward  market prices and  internally
forecasts  forward  prices and  modifies  its  exposure  to  market,  credit and
operational risk by entering into various  offsetting  transactions.  In general
these transactions serve to reduce price risk for the Registrant.  Additionally,
the  Registrant is authorized  to engage in certain  transactions  that serve to
increase the organization's  exposure to price,  credit and operational risk for
expected gains. All  transactions  are continuously  monitored and valued by the
RMSC to assure  compliance with Ameren  policies.  The RMSC employs a variety of
risk measurement  techniques and position limits including value at risk, credit
value at risk,  stress  testing,  effectiveness  testing along with  qualitative
measures to establish transaction parameters and measure transaction compliance.

By using derivative financial  instruments,  the Registrant is exposed to credit
risk and market risk.  Credit risk is the risk that the counterparty  might fail
to fulfill its performance  obligations  under  contractual  terms.  Credit risk
management is based upon  consideration  and  measurement  of four factors:  (1)
accounts receivable; (2) mark to market; (3) probability of default; and (4) the
recovery  rate of the defaulted  position  that is likely to be  recovered.  The
Registrant  manages its credit (or repayment) risk in derivative  instruments by
(1) using both portfolio  limits,  i.e. no more than  prescribed  dollar amounts
exposed to  companies  within  various  credit  categories  as well as  limiting
exposures to individual companies; (2) monitoring the financial condition of its
counterparties;  and (3) enhancing credit quality through contractual terms such
as  netting,  required  collateral  postings,  letters  of credit  and  parental
guaranties.

Market  risk is the risk  that  the  value of a  financial  instrument  might be
adversely  affected by a change in commodity prices. The Registrant manages this
risk by establishing  and monitoring  parameters that limit the types and degree
of market risk that may be undertaken as mentioned above.

                                      -18-

<PAGE>


The following is a summary of the  Registrant's  risk management  strategies and
the effect of these strategies on the Registrant's financial statements.

Cash Flow Hedges
The Registrant  routinely  enters into forward  purchase and sales contracts for
electricity based on forecasted levels of excess economic generation. The amount
of excess economic generation varies throughout the year and is monitored by the
RMSC.  The  contracts  typically  cover a period of twelve  months or less.  The
purpose of these  contracts is to hedge against  possible price  fluctuations in
the spot  market for the period  covered  under the  contracts.  The  Registrant
formally  documents all  relationships  between  hedging  instruments and hedged
items,  as well as its  risk-management  objective and strategy for  undertaking
various  hedge  transactions.  This  process  includes  linking all  derivatives
designated  as  cash  flow  hedges  to  specific  forecasted  transactions.  The
Registrant also formally  assesses (both at hedge's  inception and on an ongoing
basis) whether the derivatives used in hedging  transactions  have  historically
been highly  effective in  offsetting  changes in the cash flows of hedged items
and whether those  derivatives are expected to remain highly effective in future
periods.

For the three months ended  September 30, 2001,  the net gain which  represented
the impact of discontinued  cash flow hedges,  the  ineffective  portion of cash
flow  hedges,  as well as the  reversal  of amounts  previously  recorded in the
transition adjustment due to transactions going to delivery, was immaterial. For
the nine months ended  September 30, 2001,  the net gain which  represented  the
impact of the discontinued cash flow hedges, the ineffective portion of the cash
flow  hedges,  as well as the  reversal  of amounts  previously  recorded in the
transition adjustment due to transactions going to delivery, was $5 million. All
components of each  derivative's gain or loss were included in the assessment of
hedge effectiveness.

As of September 30, 2001, the entire deferred net loss on derivative instruments
accumulated in other  comprehensive  income was immaterial and is expected to be
reversed during the next twelve months.  The derivative  losses will be reversed
upon delivery of the commodity being hedged.

Other Derivatives
The  Registrant  enters  into  option  transactions  to manage the  Registrant's
positions in sulfur dioxide (SO2) allowances. In addition, the Registrant enters
into option  transactions to manage the Registrant's  coal purchasing prices and
to manage the cost of  electricity  by selling puts at prices below the marginal
cost of generation.  These  transactions  are treated as non-hedge  transactions
under SFAS 133; therefore,  the net change in the market value of SO2 options is
recorded as  electric  revenues  and the net change in the market  value of coal
options is recorded as fuel and purchased power in the statement of income.

Other
As of  September  30,  2001,  the  Registrant  has  recorded  the fair  value of
derivative  financial  instrument  assets  of $9  million  in Other  Assets  and
derivative  financial  instrument  liabilities  of $20 million in Other Deferred
Credits and Liabilities.

The Registrant has entered into fixed-price  forward  contracts for the purchase
of coal  and  natural  gas.  While  these  contracts  meet the  definition  of a
derivative under SFAS 133, the Registrant  records these  transactions as normal
purchases  and normal  sales  because the  contracts  are  expected to result in
physical delivery.  The Registrant is currently  reevaluating the accounting for
these  transactions  as a result of recent  guidance  issued by the  Derivatives
Implementation Group of the Financial Accounting Standards Board (see Accounting
Matters under  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations for further discussion).

                                      -19-


<PAGE>
                                                                 Exhibit 3(ii)

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         Reference is made to Note 12 - Commitments and Contingencies to the
"Notes to Financial Statements" in the Registrant's Form 10-K for the year ended
December 31, 2000, for a discussion of the involvement of the Registrant with a
contaminated site in Sauget, Illinois. On September 13, 2001, the United States
Environmental Protection Agency (EPA) proposed that the Sauget Area 1 and Sauget
Area 2 sites be listed on the National Priorities List (NPL). If successful, the
listing of these sites on the NPL would permit the EPA to access funds
designated under the Comprehensive Environmental Response Compensation Liability
Act of 1980 (commonly known as CERCLA or Superfund) to remediate the sites.


ITEM 5.  OTHER INFORMATION.

         The following material organizational changes have been made to senior
management by the Board of Directors:

         o    Gary L. Rainwater was elected President and Chief Operating
              Officer, effective August 30, 2001, reporting to Charles W.
              Mueller, who became Chairman, while retaining his title of Chief
              Executive Officer.

         o    Warner L. Baxter was elected Senior Vice President, Finance,
              effective August 30, 2001, replacing Donald E. Brandt, who
              resigned.

         o    Jerre E. Birdsong was elected Vice President and Treasurer,
              effective October 12, 2001.

         o    Martin J. Lyons was appointed Controller, effective October 22,
              2001, replacing Warner L. Baxter.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)(i)  Exhibits.

                 3(ii)   - By-Laws of the Company as amended to August 23, 2001.

                 12      - Computation of Ratio of Earnings to Fixed Charges and
                           Preferred Stock Dividend Requirements, 12 months
                           Ended September 30, 2001.

         (a)(ii) Exhibits Incorporated by Reference.

                 10.1    - Power Sales Agreement between AmerenEnergy Marketing
                           Company and Union Electric Company (September 30,
                           2001 AmerenEnergy Generating Company Form 10-Q,
                           Exhibit 10.1).

         (b)     Reports on Form 8-K. The Registrant filed a report on Form 8-K
                 dated July 2, 2001 reporting that the Missouri Public Service
                 Commission (MoPSC) staff filed with the MoPSC an excess
                 earnings complaint against the Registrant that proposes

                                      -20-

<PAGE>


              to reduce the Registrant's annual electric revenues ranging from
              $213 million to $250 million.

       Note:  Reports of Ameren Corporation on Forms 8-K, 10-Q and 10-K are on
              file with the SEC under File Number 1-14756.


                                   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/ Warner L. Baxter
                                         ---------------------------
                                               Warner L. Baxter
                                        Senior Vice President, Finance
                                         (Principal Financial Officer)


Date:   November 14, 2001





                                      -21-


<PAGE>


                             UNION ELECTRIC COMPANY


                                  B Y - L A W S

                          As Amended to August 23, 2001





                                   ARTICLE I.
                                  -----------

                                  Stockholders

                Section 1. The annual meeting of the stockholders of the Company
shall be held on the fourth Tuesday of April in each year (or if said day be a
legal holiday, then on the next succeeding day not a legal holiday), at the
registered office of the Company in the City of St. Louis, State of Missouri, or
at such other place within or without the State of Missouri as may be stated in
the notice of meeting, for the purpose of electing directors and of transacting
such other business as may properly be brought before the meeting.

                Section 2. Special meetings of the stockholders may be called by
the Chief Executive Officer or by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of directors which the
Company would have if there were no vacancies.

                Section 3. Written or printed notice of each meeting of
stockholders stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered or given not less than ten nor more than seventy days before the
date of the meeting, either personally or by mail, to each stockholder of record
entitled to vote thereat, at his address as it appears, if at all, on the
records of the Company. Such further notice shall be given by mail, publication
or otherwise as may be required by law. Meetings may be held without notice if
all the stockholders entitled to vote thereat are present or represented at the
meeting, or if notice is waived by those not present or represented.

                Section 4. The holders of record of a majority of the shares of
the capital stock of the Company issued and outstanding, entitled to vote
thereat, present in person or represented by proxy, shall, except as otherwise
provided by law, constitute a quorum at all meetings of the stockholders. If at
any meeting there be no such quorum, such holders of a majority of the shares so
present or represented may successively adjourn the meeting to a specified date
not longer

                                      -1-
<PAGE>


than ninety days after such adjournment, without notice other than
announcement at the meeting, until such quorum shall have been obtained, when
any business may be transacted which might have been transacted at the meeting
as originally notified. The chairman of the meeting or a majority of shares so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum.

                Section 5. Meetings of the stockholders shall be presided over
by the Chief Executive Officer or, if he is not present, by the Chairman of the
Board of Directors or by the President or, if neither the Chairman nor the
President is present, by such other officer of the Company as shall be selected
for such purpose by the Board of Directors. The Secretary of the Company or, if
he is not present, an Assistant Secretary of the Company or, if neither the
Secretary nor an Assistant Secretary is present, a secretary pro tem to be
designated by the presiding officer shall act as secretary of the meeting.

                Section 6. At all meetings of the stockholders every holder of
record of the shares of the capital stock of the Company, entitled to vote
thereat, may vote either in person or by proxy.

                Section 7. At all elections for directors the voting shall be by
written ballot. If the object of any meeting be to elect directors or to take a
vote of the stockholders on any proposition of which notice shall have been
given in the notice of the meeting, the person presiding at such meeting shall
appoint not less than two persons, who are not directors, inspectors to receive
and canvass the votes given at such meeting. Any inspector, before he shall
enter on the duties of his office, shall take and subscribe an oath, in the
manner provided by law, that he will execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors shall take charge of the polls and after the balloting shall make a
certificate of the result of the vote taken.

                Section 8. (a) (1) Nominations of persons for election to the
Board of Directors of the Company and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Company's notice of meeting, (b) by or at the direction of the
Board of Directors or (c) by any stockholder of the Company who was a
stockholder of record at the time of giving of notice provided for in this
By-Law, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-Law.

                (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(a) (1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Company and such other business must otherwise
be a proper matter for stockholder action. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Company not later than the close of business on the 60th day nor earlier than
the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such annual

                                      -2-
<PAGE>

meeting or the 10th day  following the day on which public  announcement  of the
date of such meeting is first made by the Company.  In no event shall the public
announcement  of an adjournment of an annual meeting  commence a new time period
for the giving of a stockholder's  notice as described above. Such stockholder's
notice  shall set forth (a) as to each person whom the  stockholder  proposes to
nominate for election or re-election as a director,  all information relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest, or is otherwise required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving  as a  director  if  elected);  (b) as to any  other  business  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any material  interest in such business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; and (c) as to the stockholder  giving the notice and the beneficial owner,
if any,  on whose  behalf the  nomination  or  proposal is made (i) the name and
address of such stockholder,  as they appear on the Company's books, and of such
beneficial  owner and (ii) the class and number of shares of the  Company  which
are owned  beneficially  and of record by such  stockholder  and such beneficial
owner.

                (3) Notwithstanding anything in the second sentence of paragraph
(a) (2) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Company is increased
and there is no public announcement by the Company naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Company not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Company.

                (b) Only such business shall be conducted at a special meeting
of stockholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Company's notice of meeting (1) by or at the
direction of the Board of Directors or (2) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any
stockholder of the Company who is a stockholder of record at the time of giving
of notice provided for in this By-Law, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law. In
the event the Company calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Company's notice of meeting, if the
stockholder's notice required by paragraph (a) (2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Company not
earlier than the close of business on the 90th day prior to such special meeting
and not later than the close of business on the later of the 60th day prior to
such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting

                                      -3-

<PAGE>


and of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

                (c) (1) Only such persons who are nominated in accordance with
the procedures set forth in this By-Law shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-Law. Except as otherwise provided by law, the Articles of
Incorporation or these By-Laws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.

                (2) For purposes of this By-Law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                (3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (a) of stockholders to request inclusion of proposals in the Company's
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the
holders of any series of Preferred Stock to elect directors under specified
circumstances.


                                   ARTICLE II.
                                 --------------

                                   Directors

                Section 1. The property and business of the Company shall be
controlled and managed by its Board of Directors. The number of directors to
constitute the Board of Directors shall be five; provided, however, that such
number may be fixed by the Board of Directors, from time to time, at not less
than a minimum of three nor more than a maximum of fourteen (subject to the
rights of the holders of Preferred Stock as set forth in the Articles of
Incorporation of the Company, as amended). Any such change shall be reported to
the Secretary of State of the State of Missouri within thirty (30) calendar days
of such change. Not less than one member of the Board of Directors shall be a
bona fide citizen of the State of Missouri. Except as otherwise provided in the
Articles of Incorporation of the Company, as amended, the directors shall hold
office until the next annual election and until their successors shall be
elected and qualified. A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a majority of the directors
present may adjourn the meeting from time to time, without notice other

                                      -4-
<PAGE>

than announcement at the meeting, until such quorum shall have been obtained,
when any business may be transacted which might have been transacted at the
original meeting had a quorum been present.

                Section 2. Vacancies in the Board of Directors, including
vacancies created by newly created directorships, shall be filled in the manner
provided in the Articles of Incorporation of the Company, as amended, and,
except as otherwise provided therein, the directors so elected shall hold office
until their successors shall be elected and qualified.

                Section 3. Meetings of the Board of Directors shall be held at
such time and place within or without the State of Missouri as may from time to
time be fixed by resolution of the Board, or as may be stated in the notice of
any meeting. Regular meetings of the Board shall be held at such time as may
from time to time be fixed by resolution of the Board, and notice of such
meetings need not be given. Special meetings of the Board may be held at any
time upon call of the Chief Executive Officer or the Executive Committee, by
oral, telegraphic or written notice, duly given or sent or mailed to each
director not less than two (2) days before any such meeting. The notice of any
meeting of the Board need not specify the purposes thereof except as may be
otherwise required by law. Meetings may be held at any time without notice if
all of the directors are present or if those not present waive notice of the
meeting, in writing.

                Section 4. The Board of Directors, by the affirmative vote of a
majority of the whole Board may appoint an Executive Committee, to consist of
two or more directors, one of whom shall be a bona fide citizen of the State of
Missouri, as the Board may from time to time determine. The Executive Committee
shall have and may exercise to the extent permitted by law, when the Board is
not in session, all of the powers vested in the Board, except the power to fill
vacancies in the Board, the power to fill vacancies in or to change the
membership of said Committee, and the power to make or amend By-Laws of the
Company. The Board shall have the power at any time to fill vacancies in, to
change the membership of, or to dissolve, the Executive Committee. The Executive
Committee may make rules for the conduct of its business and may appoint such
committees and assistants as it shall from time to time deem necessary. A
majority of the members of the Executive Committee shall constitute a quorum.

                Section 5. The Board of Directors may also appoint one or more
other committees to consist of such number of the directors and to have such
powers as the Board may from time to time determine. The Board shall have the
power at any time to fill vacancies in, to change the membership of, or to
dissolve, any such committee. A majority of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide.


                                  ARTICLE III.
                                 -------------

                                    Officers

                Section 1. As soon as is practicable after the election of
directors at the annual meeting of stockholders, the Board of Directors shall
elect one of its members President of the

                                      -5-
<PAGE>


Company, and shall elect a Secretary.  The Board may also elect from its members
a Chairman of the Board of Directors (which office may be held by the President)
and one or more  Vice  Chairman  of the  Board of  Directors.  The  Board  shall
designate  either the Chairman,  if any, or the President as the Chief Executive
Officer  of the  Company.  In  addition,  the  Board  may elect one or more Vice
Presidents  (any one or more of whom may be  designated  as Senior or  Executive
Vice  Presidents),  and a  Treasurer,  and from  time to time may  appoint  such
Assistant  Secretaries,  Assistant  Treasurers and other officers,  agents,  and
employees as it may deem proper.  The offices of Secretary  and Treasurer may be
held by the same person,  and a Vice President of the Company may also be either
the Secretary or the Treasurer.

                Section 2. Between annual elections of officers, the Board of
Directors may effect such changes in Company offices as it deems necessary or
proper.

                Section 3. Subject to such limitations as the Board of Directors
may from time to time prescribe, the officers of the Company shall each have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as from time to time may be conferred by the Board of
Directors or the Executive Committee. The Treasurer and the Assistant Treasurers
may be required to give bond for the faithful discharge of their duties, in such
sum and of such character as the Board of Directors may from time to time
prescribe.


                                   ARTICLE IV.
                                  ------------

                                 Indemnification

                Each person who now is or hereafter becomes a director (which
term as used in this Article shall include an advisor to the Board of
Directors), officer, employee or agent of the Company, or who now is or
hereafter becomes a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company, shall be entitled to indemnification as provided by law. Such right of
indemnification shall include, but not be limited to, the following:

                Section 1. (a) The Company may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Company, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and

                                      -6-

<PAGE>


in a manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                (b) The Company may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
and amounts paid in settlement actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.

                (c) To the extent that a director, officer, employee or agent of
the Company has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections (a) and (b) above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.

                (d) Any indemnification under subsections (a) and (b) above,
unless ordered by a court, shall be made by the Company only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in this Section. The determination
shall be made by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action, suit, or proceeding,
or if such a quorum is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the stockholders.

                Section 2. (a) In addition to the indemnity authorized or
contemplated under other Sections of this Article, the Company shall further
indemnify to the maximum extent permitted by law, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding (including appeals), whether civil,
criminal, investigative (including private Company investigations), or
administrative, including an action by or in the right of the Company, by reason
of the fact that the person is or was a director, officer, or employee of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan, for and against any and all expenses incurred by such person, including,
but not limited to, attorneys' fees, judgments, fines (including any excise
taxes or penalties assessed on a person with respect to an

                                      -7-
<PAGE>


employee  benefit plan),  and amounts paid in settlement  actually or reasonably
incurred by him in connection  with such action,  suit or  proceeding,  provided
that the  Company  shall not  indemnify  any  person  from or on account of such
person's conduct which was finally  adjudged to have been knowingly  fraudulent,
deliberately dishonest or willful misconduct.

                (b) Where full and complete indemnification is prohibited by law
or public policy, any person referred to in subsection (a) above who would
otherwise be entitled to indemnification nevertheless shall be entitled to
partial indemnification to the extent permitted by law and public policy.
Furthermore, where full and complete indemnification is prohibited by law or
public policy, any person referred to in subsection (a) above who would
otherwise be entitled to indemnification nevertheless shall have a right of
contribution to the extent permitted by law and public policy in cases where
said party is held jointly liable with the Company.

                Section 3. The indemnification provided by Sections 1 and 2
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of incorporation or bylaws or
any agreement, vote of stockholders or disinterested directors or otherwise both
as to action in his official capacity and as to action in another capacity while
holding such office, and the Company is hereby specifically authorized to
provide such indemnification by any agreement, vote of stockholders or
disinterested directors or otherwise. The indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                Section 4. The Company is authorized to purchase and maintain
insurance on behalf of, or provide another method or methods of assuring payment
to, any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any capacity, or arising out of his status as such, whether
or not the Company would have the power to indemnify him against such liability
under the provisions of this Article.

                Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of the action, suit, or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized in this Article.

                Section 6. This Article may be hereafter amended or repealed;
provided, however, that no amendment or repeal shall reduce, terminate or
otherwise adversely affect the right of a person who is or was a director,
officer, employee or agent to obtain indemnification with respect to an action,
suit, or proceeding that pertains to or arises out of actions or omissions that
occur prior to the effective date of such amendment or repeal.


                                      -8-

<PAGE>


                                   ARTICLE V.
                                  -----------

                              Certificates of Stock

                Section 1. The interest of each stockholder shall be evidenced
by certificates for shares of stock of the Company, in such form as the Board of
Directors may from time to time prescribe. The certificates for shares of stock
of the Company shall be signed by the Chairman, if any, or the President or a
Vice President (including Senior or Executive Vice Presidents) and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of
the Company and sealed with the seal of the Company and shall be countersigned
and registered in such manner, if any, as the Board of Directors may from time
to time prescribe. Any or all the signatures on the certificate may be facsimile
and the seal may be facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, the certificate may nevertheless
be issued by the Company with the same effect as if the person were an officer,
transfer agent or registrar at the date of issue.

                Section 2. The shares of stock of the Company shall be
transferable only on the books of the Company by the holders thereof in person
or by duly authorized attorney, upon surrender for cancellation of certificates
for the same number of shares of the same class of stock, with an assignment and
power of transfer endorsed thereon or attached thereto, duly executed, and with
such proof of the authenticity of the signatures as the Company or its agents
may reasonably require.

                Section 3. No certificate for shares of stock of the Company
shall be issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction, and upon the Company being indemnified to such extent and in such
manner as the Board of Directors in its discretion may require.


                                   ARTICLE VI.
                                  ------------

                       Closing of Stock Transfer Books or
                               Fixing Record Date

                The Board of Directors shall have power to close the stock
transfer books of the Company for a period not exceeding seventy days preceding
the date of any meeting of stockholders or the date of payment of any dividend
or the date for the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect; provided, however, that
in lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding seventy days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
entitled to any such allotment of rights, or entitled to exercise the rights in
respect of any such

                                      -9-
<PAGE>


change,  conversion or exchange of shares.  In such case such  stockholders  and
only such stockholders as shall be stockholders of record on the date of closing
the stock  transfer  books or on the record  date so fixed  shall be entitled to
notice of, and to vote at, such meeting,  and any  adjournments  thereof,  or to
receive payment of such dividend,  or to receive such allotment of rights, or to
exercise such rights,  as the case may be,  notwithstanding  any transfer of any
shares on the books of the  Company  after such date of closing of the  transfer
books or such record date fixed as aforesaid.

                                  ARTICLE VII.
                                 -------------

                               Checks, Notes, etc.

                All checks and drafts on the Company's bank accounts and all
bills of exchange and promissory notes, and all acceptances, obligations and
other instruments for the payment of money, shall be signed by such officer or
officers or agent or agents as shall be thereunto authorized from time to time
by the Board of Directors. The Board of Directors may authorize any such officer
or agent to sign and, when the Company's seal is on the instrument, to attest
any of the foregoing instruments by the use of a facsimile signature, engraved
or printed or otherwise affixed thereto. In case any officer or agent who has
signed or whose facsimile signature has been placed upon any such instrument for
the payment of money shall have ceased to be such officer or agent before such
instrument is issued, such instrument may nevertheless be issued by the Company
with the same effect as if such officer or agent had not ceased to be such
officer or agent at the date of its issue.


                                  ARTICLE VIII.
                                 --------------

                                   Fiscal Year

                The fiscal year of the Company shall begin on the first day of
January in each year and shall end on the thirty-first day of December following
until otherwise changed by resolution of the Board, and the Board is authorized
at any time by resolution to adopt and fix a different fiscal year for the
Company.


                                   ARTICLE IX.
                                  ------------

                                 Corporate Seal

                The corporate seal shall have inscribed thereon the name of the
Company and the words "Corporate Seal, Missouri".


                                      -10-

<PAGE>


                                   ARTICLE X.
                                  -----------

                                   Amendments

                The By-Laws of the Company may be made, altered, amended, or
repealed by the Board of Directors.



                                      -11-


<PAGE>

<TABLE>
<CAPTION>
                                                                                                                        Exhibit 12

                                                                 UNION ELECTRIC COMPANY
                                  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS

                                                                                                         12 Months
                                                                                                           Ended
                                                           Year Ended December 31,                      September 30,
                                      --------------------------------------------------------------------------------

                                            1996         1997        1998        1999        2000           2001
                                           ------       ------      ------      ------      ------         ------

                                                       Thousands of Dollars Except Ratios

<S>                                      <C>         <C>         <C>         <C>         <C>               <C>
Net Income                                 $304,876    $301,655    $320,070    $349,252    $353,011          $346,289
Add- Extraordinary items net of tax               -      26,967           -           -           -                 -
                                         ----------   ---------   ---------   ---------   ---------   ---------------
Net income from continuing operations       304,876     328,622     320,070     349,252     353,011           346,289

                                         ----------   ---------   ---------   ---------   ---------   ---------------
 Taxes based on income                      196,210     199,763     212,554     226,696     224,149           219,089
                                         ----------   ---------   ---------   ---------   ---------   ---------------

                                                                                          ---------   ---------------
Net income before income taxes              501,086     528,385     532,624     575,948     577,160           565,378
                                         ----------   ---------   ---------   ---------   ---------   ---------------


Add- fixed charges:
 Interest on long term debt                 120,547     125,705     124,766     117,899     121,763           112,693
 Other interest                               7,828       9,299       1,660      (1,342)      4,219             4,412
 Rentals                                      3,458       3,727       3,416       3,899       3,928             3,511
 Amortization of net debt premium, discount,
    expenses and losses                       4,269       3,672       3,522       3,421       3,300             3,282

                                          ---------    --------    --------    --------    --------    --------------
Total fixed charges                         136,102     142,403     133,364     123,877     133,210           123,898
                                          ---------    --------    --------    --------    --------    --------------

Earnings available for fixed charges        637,188     670,788     665,988     699,825     710,370           689,276
                                          =========    ========    ========    ========    ========    ==============

Ratio of earnings to fixed charges             4.68        4.71        4.99        5.64        5.33              5.56
                                          =========    ========    ========    ========    ========    ==============


Earnings required for preferred dividends:
   Preferred stock dividends                 13,249       8,817       8,817       8,817       8,817             8,817
   Adjustment to pre-tax basis                7,363       4,257       4,649       4,544       4,439             4,432
                                          ---------    --------    --------    --------    --------    --------------
                                             20,612      13,074      13,466      13,361      13,256            13,249

Fixed charges plus preferred stock dividend
    requirements                            156,714     155,477     146,830     137,238     146,466           137,147
                                          =========    ========    ========    ========    ========    ==============

Ratio of earnings to fixed charges plus
    preferred stock dividend requirements      4.06        4.31        4.53        5.09        4.85              5.02
                                          =========    ========    ========    ========    ========    ===============

</TABLE>