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UNION ELECTRIC
1901CHOUTEAU AVENUE
POST OFFICE BOX 66149
ST. LOUIS, MISSOURI 63166-6149
(314) 621-3222
December 31, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Document Control - EDGAR
(1) Re: Union Electric Company
Form S-3 Registration Statement
(Dividend Reinvestment and Stock Purchase Plan)
Reg. No. 2-96198
(2) Re: Union Electric Company
Form S-8 Registration Statement
(Tax Reduction Act Stock Ownership Plan)
Reg. No. 2-64291
(3) Re: Union Electric Company
Form S-8 Registration Statement
(Employee Stock Ownership Plan)
Reg. No. 2-90959
(4) Re: Union Electric Company
Form S-8 Registration Statement
(Savings Investment Plan for Management Employees)
Reg. No. 33-31638
(5) Re: Union Electric Company
Form S-8 Registration Statement
(Savings Investment Plan For Contract Employees)
Reg. No. 33-32971
(6) Re: Union Electric Company
Form S-8 Registration Statement
(Savings Investment Plan)
Reg. No. 33-60330)
(7) Re: Union Electric Company
Form S-8 Registration Statement
(Long-Term Incentive Plan of 1995)
Reg. No. 33-64359
Ladies and Gentlemen:
Pursuant to mergers to be effective on the date of this letter (the
"Mergers"), Union Electric Company will become a wholly-owned subsidiary of
Ameren Corporation. The Mergers are described in the Form S-4 Registration
Statement of Ameren Corporation filed with the Securities and Exchange
Commission on November 13, 1995 (Reg. No. 33-64165) and in the Current Report
on Form 8-K of Ameren Corporation to be filed following the Mergers. Following
the Mergers, the securities offered under the above-described Plans will
consist of Common Stock of Ameren Corporation and related Plan interests, and
Common Stock of Union Electric Company will no longer be offered under such
Plans. The securities to be offered under such Plans will be registered under
the Securities Act of 1933 on the applicable forms by Ameren Corporation
immediately following the Mergers.
Accordingly, pursuant to Rule 477 under the Securities Act of 1933,
Union Electric Company hereby applies for the withdrawal of the above-captioned
Registration Statements.
Very truly yours,
UNION ELECTRIC COMPANY
By: James C. Thompson
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Its Secretary
