SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT




     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                  May 30, 2003





                             UNION ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)




        Missouri                          1-2967                 43-0559760
(State or other jurisdiction           (Commission            (I.R.S. Employer
     of incorporation)                 File Number)          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






ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

     Reference is made to "Regulatory  Matters" under  "Management's  Discussion
and Analysis of Financial Condition and Results of Operations" and "Intercompany
Purchase  of  Electric  Generating  Facilities"  under  Note 2 to the  "Notes to
Consolidated  Financial  Statements"  of the  Registrant's  Form  10-Q  for  the
quarterly  period ended March 31, 2003,  for a  discussion  of the  Registrant's
proposed  purchase  of  approximately   550  megawatts  of  combustion   turbine
generating  units at  Pinckneyville  and Kinmundy,  Illinois from its affiliate,
AmerenEnergy Generating Company (Generating Company) and for a discussion of the
status of the related  proceedings before the Illinois Commerce Commission (ICC)
and the Federal Energy Regulatory Commission (FERC).

     On May 30, 2003, the Registrant  filed a Notice of Withdrawal  with the ICC
notifying  it that the  Registrant  had  elected  not to pursue  approval of the
transaction  and was  withdrawing  its request.  In the Notice,  the  Registrant
states that the concerns  expressed by the ICC Staff regarding the  Registrant's
means of satisfying its generating capacity needs,  juxtaposed with the Missouri
Public Service  Commission's  (MoPSC) views of the appropriate  means of meeting
generating  capacity  obligations,  have  demonstrated  to  the  Registrant  the
difficulty  of a single  company  operating  as an  electric  utility  in both a
regulated generation jurisdiction such as Missouri and an unregulated generation
jurisdiction  such as  Illinois.  To  remedy  this  difficulty,  the  Registrant
announced in the Notice its plan to limit its public  utility  operations to the
State of Missouri and to discontinue  operating as a public  utility  subject to
ICC regulation.  The Registrant  intends to accomplish this plan by transferring
its   Illinois-based   electric  and  natural  gas  businesses,   including  its
Illinois-based distribution assets and personnel and certain of its transmission
assets,  to its  affiliate,  Central  Illinois  Public  Service  Company,  which
operates as AmerenCIPS.  The  Registrant's  electric  generating  facilities and
certain of its electric transmission facilities in Illinois would not be part of
the transfer. The transfer of the Registrant's Illinois-based utility businesses
will require the approval of the ICC, the FERC, the MoPSC and the Securities and
Exchange  Commission  (SEC) under the provisions of the Public  Utility  Holding
Company Act of 1935 (PUHCA).

     Upon receipt of these  regulatory  approvals and completion of the transfer
of its Illinois-based  utility businesses,  the Registrant,  as it states in the
above referenced  Notice of Withdrawal,  will no longer be subject to regulation
as a public  utility  by the ICC and as a  result,  the ICC's  approval  will no
longer be required for the Registrant to purchase the Pinckneyville and Kinmundy
combustion  turbine  generating  units from Generating  Company.  The Registrant
intends to continue with the purchase of these  electric  generating  facilities
and will continue to seek approvals from regulators having jurisdiction over the
transaction.  The  FERC is  required  to  approve  the  transaction.  As  stated
previously, ICC approval will no longer be necessary.  Further, the MoPSC is not
required to approve this transaction;  however,  the MoPSC has stated in filings
with the FERC that this  transaction  is  consistent  with and  supported by the
Registrant's  electric rate settlement approved by the MoPSC in August 2002. Due
to the fact that no state regulatory bodies will approve this  transaction,  the
SEC will be required to approve this transaction under the PUHCA.

     The  Registrant  is unable to  predict  the  ultimate  outcome of the above
referenced  regulatory  proceedings or the timing of the final  decisions of the
various  agencies.  As a result,  the  Registrant,  at this  time,  is unable to
estimate the impact of these transactions on its financial position,  results of
operations or liquidity.



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                                    SIGNATURE

     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/  Martin J. Lyons
                                           -------------------------------------
                                         Name:        Martin J. Lyons
                                         Title:  Vice President and Controller
                                                 (Principal Accounting Officer)


Date:  June 2, 2003





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