File No. 70-9423
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-1
____________________________________________
AMENDMENT NO. 1
to
APPLICATION DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
Ameren Corporation Central Illinois Public
Union Electric Company Service Company
Ameren Services Company 607 East Adams
1901 Chouteau Avenue Springfield, Illinois 62953
St. Louis, Missouri 63103
(Names of companies filing this statement
and addresses of principal executive offices)
_____________________________________________
Ameren Corporation
(Name of top registered holding company)
_____________________________________________
Steven R. Sullivan, Vice President
Ameren Services Company
1901 Chouteau Avenue
P.O. Box 66149, MC 1310
St. Louis, Missouri 63103
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
William J. Niehoff William T. Baker, Jr.
Ameren Services Company Thelen Reid & Priest LLP
1901 Chouteau Avenue 40 West 57th Street
P.O. Box 66149, MC 1310 New York, New York 10019
St. Louis, Missouri 63103
<PAGE>
Item 1. Description of Proposed Transactions.
------------------------------------
Item 1 of the Application-Declaration is hereby amended as
follows:
(1) The following sentence is hereby added to the end of
the second paragraph of Item 1:
"The maximum principal amount of UE's borrowings
outstanding at any one time under the Utility Money
Pool will be $500 million."
(2) The first sentence of the third paragraph of Item 1 is
hereby amended and restated as follows (no amendment is
made to the footnote to such sentence):
"In accordance with the terms and provisions of the
Utility Money Pool Agreement, funds will be available
from the following sources for short-term loans to UE,
CIPS and Ameren Services, from time to time: (1)
surplus funds in the treasuries of UE, CIPS and Ameren
Services, (2) surplus funds in the treasury of Ameren,
and (3) proceeds from bank borrowings and the sale of
commercial paper by Ameren, UE and CIPS ("External
Funds")(1)."
Item 4. Regulatory Approval
-------------------
The first sentence of Item 4 of the Application-Declaration
is hereby amended and restated as follows:
"In addition to this Commission, the Illinois
Commerce Commission ("ICC") may have jurisdiction over
contracts between public utilities domiciled in the
State of Illinois and their affiliated interests."
-----------------------
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Vice President, General
Counsel & Secretary
UNION ELECTRIC COMPANY
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Vice President, General
Counsel & Secretary
CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Vice President, General
Counsel & Secretary
AMEREN SERVICES COMPANY
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Vice President, General
Counsel & Secretary
DATED: January 28, 1999
