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):
                                October 10, 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.

The following  changes in the directors and officers of Union  Electric  Company
were announced on October 10, 2003:

o    Paul A. Agathen,  director and Senior Vice President will retire from Union
     Electric   Company  and  in  conjunction   therewith  will  relinquish  his
     directorship effective October 10, 2003.

o    Garry L. Randolph,  Senior Vice President,  was elected to fill the vacancy
     on the board of directors  created by Mr.  Agathen's  retirement  effective
     October 10, 2003.

o    Charles W. Mueller,  Chairman,  Chief Executive Officer and director,  will
     retire on December 31, 2003.

o    Gary L. Rainwater,  President,  Chief Operating Officer and director,  will
     succeed  Mr.  Mueller as  Chairman  and Chief  Executive  Officer  upon his
     retirement.  Effective  January  1,  2004,  Mr.  Rainwater  will  serve  as
     Chairman, Chief Executive Officer, President and director.

o    Warner L. Baxter,  Senior Vice President  (principal financial officer) and
     director,  was elected Executive Vice President and Chief Financial Officer
     effective October 10, 2003.

o    Steven R. Sullivan,  Vice President Regulatory Policy,  General Counsel and
     Secretary,  was  elected  Senior  Vice  President   Governmental/Regulatory
     Policy,  General  Counsel and  Secretary  effective  October 10, 2003.  Mr.
     Sullivan was elected to fill the vacancy on the board of directors  created
     by Mr. Mueller's retirement effective January 1, 2004.



                                    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:  October 10, 2003


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