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                       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):
                                  April 9, 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

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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

       On April 9, 2003, the Registrant issued and sold $114,000,000 principal
amount of its 4.75% Senior Secured Notes due 2015 (the "Notes"), pursuant to a
Registration Statement on Form S-3 (Nos. 333-87506 and 333-87506-01), which was
declared effective on August 13, 2002, and a Prospectus Supplement dated April
4, 2003 to a Prospectus dated March 5, 2003. This Current Report on Form 8-K is
being filed to report as exhibits certain documents in connection with that
offering.


ITEM 7. EXHIBITS

       (c)    Exhibits.

              *1.1   Underwriting Agreement, dated April 4, 2003 between the
                     Registrant and Banc One Capital Markets, Inc. and Lehman
                     Brothers Inc.

              **4.1  Indenture dated as of August 15, 2002, between the
                     Registrant and The Bank of New York, as Trustee, relating
                     to the Notes (Current Report on Form 8-K filed on August
                     23, 2002, Exhibit 4.1).

              *4.2   Company Order establishing the Notes.

              *4.3   Global Note.

              *4.4   Supplemental Indenture dated April 1, 2003 by and between
                     the Registrant and The Bank of New York, as Trustee under
                     the Indenture of Mortgage and Deed of Trust dated June 15,
                     1937 relating to the First Mortgage Bonds, Senior Notes
                     Series CC securing the Notes.

              *5.1   Opinion of Steven R. Sullivan, Esq., Vice President
                     Regulatory Policy, General Counsel and Secretary of the
                     Company, regarding the legality of the Notes issued by the
                     Registrant (including consent).

              *5.2   Opinion of Pillsbury Winthrop LLP regarding the legality of
                     the Notes issued by the Registrant (including consent).


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*      Filed herewith.
**     Incorporated by reference as indicated.


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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:  April 10, 2003





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                                  EXHIBIT INDEX


EXHIBIT NO.                                    DESCRIPTION

       *1.1   Underwriting Agreement, dated April 4, 2003 between the Registrant
              and Banc One Capital Markets, Inc. and Lehman Brothers Inc.

       **4.1  Indenture dated as of August 15, 2002, between the Registrant and
              The Bank of New York, as Trustee, relating to the Notes (Current
              Report on Form 8-K filed on August 23, 2002, Exhibit 4.1).

       *4.2   Company Order establishing the Notes.

       *4.3   Global Note.

       *4.4   Supplemental Indenture dated April 1, 2003 by and between the
              Registrant and The Bank of New York, as Trustee under the
              Indenture of Mortgage and Deed of Trust dated June 15, 1937
              relating to the First Mortgage Bonds, Senior Notes Series CC
              securing the Notes.

       *5.1   Opinion of Steven R. Sullivan, Esq., Vice President Regulatory
              Policy, General Counsel and Secretary of the Company, regarding
              the legality of the Notes issued by the Registrant (including
              consent).

       *5.2   Opinion of Pillsbury Winthrop LLP regarding the legality of the
              Notes issued by the Registrant (including consent).


- ----------
*       Filed herewith.
**      Incorporated by reference herein as indicated.


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