Exhibit 24.2


                                POWER OF ATTORNEY

     WHEREAS, UNION ELECTRIC COMPANY, a Missouri corporation (herein referred to
as the  "Company"),  is  required  to file  with  the  Securities  and  Exchange
Commission,  under the  provisions  of the  Securities  Exchange Act of 1934, as
amended,  its annual  report on Form 10-K for the year ended  December 31, 2003;
and

     WHEREAS,  each of the below  undersigned holds the office or offices in the
Company set opposite his or her name;

     NOW,  THEREFORE,  each of the undersigned  hereby  constitutes and appoints
Gary L.  Rainwater  and/or Warner L. Baxter  and/or  Steven R.  Sullivan  and/or
Martin J. Lyons and/or Jerre E.  Birdsong the true and lawful  attorneys-in-fact
of the undersigned,  for and in the name, place and stead of the undersigned, to
affix the name of the undersigned to said Form 10-K and any amendments  thereto,
and, for the  performance of the same acts,  each with power to appoint in their
place and stead and as their substitute,  one or more  attorneys-in-fact for the
undersigned,  with full power of revocation; hereby ratifying and confirming all
that said attorneys-in-fact may do by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 13th
day of February 2004:

<TABLE>
<S>                                                           <C>

Gary L. Rainwater, Chairman, President,
       Chief Executive Officer and Director
       (Principal Executive Officer)                                         /s/ G. L. Rainwater
                                                               -----------------------------------------------

Warner L. Baxter, Executive Vice President
       and Chief Financial Officer and Director
       (Principal Financial Officer)                                         /s/ Warner L. Baxter
                                                               -----------------------------------------------

Richard A. Liddy, Director                                                   /s/ Richard A. Liddy
                                                               -----------------------------------------------

Richard A. Lumpkin, Director                                                 /s/ Richard A. Lumpkin
                                                               -----------------------------------------------

Paul L. Miller, Jr., Director                                                /s/ Paul L. Miller, Jr.
                                                               -----------------------------------------------

Douglas R. Oberhelman, Director                                              /s/ Douglas R. Oberhelman
                                                               -----------------------------------------------

Harvey Saligman, Director                                                    /s/ Harvey Saligman
                                                               -----------------------------------------------

Garry L. Randolph, Director                                                  /s/ Garry L. Randolph
                                                               -----------------------------------------------

Steven R. Sullivan, Director                                                 /s/ Steve Sullivan
                                                               -----------------------------------------------

Thomas R. Voss, Director                                                     /s/ Thomas R. Voss
                                                               -----------------------------------------------

David A. Whiteley, Director                                                  /s/ David A. Whiteley
                                                              ------------------------------------------------

Martin J. Lyons, Vice President and
       Controller
       (Principal Accounting Officer)                                        /s/ Martin J. Lyons
                                                              ------------------------------------------------

</TABLE>


<PAGE>

                                                                    Exhibit 24.2

STATE OF MISSOURI        )
                         )  SS.
CITY OF ST. LOUIS        )

     On this 13th day of  February,  2004,  before  me, the  undersigned  Notary
Public in and for said State,  personally appeared the above-named  officers and
directors of Union Electric Company,  known to me to be the persons described in
and who executed the  foregoing  power of attorney and  acknowledged  to me that
they  executed  the same as their  free  act and deed for the  purposes  therein
stated.

     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official
seal.





                                                /s/ S. A. Kitchens
                                    --------------------------------------------
                                                    S. A. Kitchens
                                              Notary Public - Notary Seal
                                                   STATE OF MISSOURI
                                                   St. Louis County
                                          My Commission Expires:  July 9,2007