UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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):
                                January 20, 1998





                             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
                 --------------

     Reference  is  made to  Management's  Discussion  and  Analysis  under  the
captions "Electric Industry  Restructuring" and  "Contingencies" in Exhibit 99-2
of Form 8-K dated  December 31, 1997, as amended by Form 8-K/A dated January 12,
1998, and to Form 8-K dated  December 16, 1997 filed by the Registrant  with the
Securities and Exchange Commission for discussion of the potential impact to the
Registrant of the Electric  Service Customer Choice and Rate Relief Law of 1997,
which provides for utility restructuring in Illinois.

     In  December  1997,  the  governor  of Illinois  signed  electric  industry
restructuring  legislation  which introduces  competition for electric energy in
Illinois.  The law includes a 5% rate decrease for Illinois electric residential
customers,  beginning in August 1998. If the Registrant  does not keep its rates
below the Midwest  average,  the Registrant  would then be subject to additional
rate  decreases  in the  years  2000 and  2002.  The new law also  includes  the
phasing-in  of retail  direct  access,  which  allows  customers to choose their
electric generation supplier; the potential recovery of a portion of a utility's
stranded costs;  and the option to eliminate the fuel adjustment  clause,  among
other provisions.

     After  evaluating  the impact of the new law, the Registrant has determined
that it will be necessary to write-off the generation-related  regulatory assets
and  regulatory  liabilities  of its Illinois  business in the fourth quarter of
1997.  The  Registrant  expects  this  extraordinary  charge to reduce  earnings
approximately $27 million, net of income taxes.

     On January 20, 1998, Ameren Corporation ("Ameren"),  the parent corporation
of the  Registrant,  issued a news release  stating,  among other  things,  that
Ameren's  1998  earnings  would be lower  than  expected  1997  earnings,  after
excluding the effects of the  extraordinary  charge  discussed  above. A copy of
Ameren's  January 20, 1998 news release has been filed with the  Securities  and
Exchange  Commission  as Exhibit 99 to a Form 8-K of Ameren  dated  January  20,
1998,  and  the  contents  of such  news  release  are  incorporated  herein  by
reference. The lower 1998 earnings expected of Ameren result from lower expected
earnings at Ameren's  principal  operating  subsidiaries,  which  consist of the
Registrant and Central Illinois Public Service Company  ("CIPS").  However,  the
specific  impact  on  Ameren's  expected  1998  earnings   attributable  to  the
Registrant, as opposed to CIPS, has not been fully determined at this time.

     Statements made in this filing 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 "Safe  harbor"  provisions  of the
Private  Securities  Litigation  Reform Act of 1995, the Registrant is providing
this cautionary  statement to identify important factors that could cause actual
results to differ materially from those  anticipated.  Factors include,  but are
not  limited to, the effects of  regulatory  actions;  changes in laws and other
governmental actions; competition; future market prices for electricity; average
rates for electricity in the Midwest; business and economic conditions;  weather
conditions; fuel prices and availability; generation plant performance; monetary
and fiscal policies; and legal and administrative proceedings.






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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/ James C. Thompson
                                                  --------------------------
                                                        James C. Thompson
                                                        Secretary

Date:  January 20, 1998

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