UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For Quarterly Period Ended June 30, 2001

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For The Transition Period From                                to

                         Commission file number 1-14756.

                               AMEREN CORPORATION
             (Exact name of registrant as specified in its charter)

                     Missouri                               43-1723446
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                  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


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                                    Yes          X     .      No               .
                                          -------------            ------------


Shares outstanding of each of registrant's classes of common stock as of August
    14, 2001: Common Stock, $ .01 par value - 137,215,462







                               Ameren Corporation

                                      Index

                                                                       Page No.

Part I    Financial Information

          Item 1.  Consolidated Financial Statements (Unaudited)

             Consolidated Balance Sheet
               - June 30, 2001 and December 31, 2000                      11

             Consolidated Statement of Income
               - Three months, six months and 12 months ended
                  June 30, 2001 and 2000                                  12

             Consolidated Statement of Cash Flows
               - Six months ended June 30, 2001 and 2000                  13

             Consolidated Statement of Common Stockholders' Equity -
                Six months ended June 30, 2001 and 12 months ended
                December 31, 2000                                         14

             Notes to Consolidated Financial Statements                   15

          Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations                    2

          Item 3.  Quantitative and Qualitative Disclosures
          About Market Risk                                                8


Part II   Other Information

          Item 1.  Legal Proceedings                                      19

          Item 4.  Submission of Matters to a Vote
                         Of Security Holders                              20

          Item 5.  Other Information                                      20

          Item 6.  Exhibits and Reports on Form 8-K                       20






                         PART I - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

The unaudited consolidated financial statements of Ameren Corporation (Ameren or
the Registrant) appear on pages 11 through 19 of this report.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

OVERVIEW

Ameren Corporation (Ameren or the Registrant) is a holding company registered
under the Public Utility Holding Company Act of 1935 (PUHCA). Ameren's primary
operating companies are Union Electric Company (AmerenUE), Central Illinois
Public Service Company (AmerenCIPS), both subsidiaries of Ameren, and
AmerenEnergy Generating Company (Generating Company), the nonregulated electric
generating subsidiary of AmerenEnergy Resources Company (Resources Company),
which is a subsidiary of Ameren. Ameren also has a 60% ownership interest in
Electric Energy, Inc. (EEI), which is consolidated for financial reporting
purposes. Ameren's other subsidiaries include AmerenEnergy, Inc. (AmerenEnergy),
Ameren Development Company, Resources Company, Ameren Services Company and
CIPSCO Investment Company. AmerenEnergy, an energy trading and marketing
subsidiary, primarily serves as a power marketing agent for AmerenUE and
Generating Company and provides a range of energy and risk management services
to targeted customers. Ameren Development Company is a nonregulated subsidiary
encompassing Ameren's nonregulated products and services. Resources Company
holds the Registrant's nonregulated generating operations. Ameren Services
Company provides shared support services to Ameren and all of its subsidiaries.

The following discussion and analysis should be read in conjunction with the
Notes to Consolidated Financial Statements beginning on page 15, and the
Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A), the Audited Consolidated Financial Statements and the Notes
to Consolidated Financial Statements appearing in the Registrant's 2000 Annual
Report to Stockholders (which are incorporated by reference in the Registrant's
2000 Form 10-K).

References to the Registrant are to Ameren on a consolidated basis; however, in
certain circumstances, the subsidiaries are separately referred to in order to
distinguish between their different business activities.

RESULTS OF OPERATIONS

Earnings
Second quarter 2001 earnings of $95 million, or $.69 per share, decreased $19
million, or 14 cents per share, from 2000's second quarter earnings. Ongoing
earnings for the six months ended June 30, 2001, totaled $160 million, or $1.17
per share, compared to the year-ago earnings of $175 million or $1.28 per share.
Ongoing 2001 earnings exclude the impact of a one-time charge of 5 cents per
share, associated with the required adoption of a new accounting standard
related to derivative financial instruments (see Note 7 under Notes to
Consolidated Financial Statements for further information). Earnings for the 12
months ended June 30, 2001, were $435 million, or $3.17 per share, compared to
$419 million, or $3.06 per share, for the preceding 12-month period.

Earnings and earnings per share fluctuated due to many conditions, primarily:
sales growth, weather variations, credits to electric customers, electric rate
reductions, gas rate increases, competitive market forces, fluctuating operating
costs (including Callaway Nuclear Plant refueling outages), expenses relating to
the withdrawal from the electric transmission related Midwest Independent System
Operator (Midwest ISO) and charges for coal contract terminations, adoption of a
new accounting standard, changes in interest expense, and changes in income and
property taxes.

The Registrant continues to estimate that ongoing earnings per share for the
year ending December 31, 2001, will range between $3.30 and $3.45 per share.
This estimate continues to incorporate a future form of incentive regulation,
which includes retail electric rate reductions and additional customer credits.
This estimate is subject to, among other things, the regulatory issues
associated with the Registrant's Missouri retail electric operations (see
discussion below under "Rate Matters" and Note 2 under Notes to Consolidated
Financial Statements for further information). The resolution of those issues
could differ materially from the assumptions used in the Registrant's 2001
estimate. In addition, the Registrant is seeing a substantial decline in power
market volatility and forward energy prices for the remainder of 2001. The
Registrant cautions that continued weakness in energy prices would reduce
electric energy trading margins and may consequently lower earnings, which
ultimately could result in the Registrant lowering its 2001 earnings per share
estimate.

                                       2


The significant items affecting revenues, costs and earnings during the
three-month, six-month and 12-month periods ended June 30, 2001 and 2000 are
detailed on the following pages.


                                                                                      
Electric Operations

Electric Operating Revenues                                    Variations for periods ended June 30, 2001
                                                                  from comparable prior-year periods
----------------------------------------------------------------------------------------------------------------------
(Millions of Dollars)                            Three Months             Six Months               Twelve Months
                                                 ------------             ----------               -------------
----------------------------------------------------------------------------------------------------------------------
Credit to electric customers                      $   30                  $   25                   $    (7)
Effect of abnormal weather                            19                      47                        61
Growth and other                                      21                      57                       120
Interchange sales                                     77                     147                       185
EEI sales                                            (15)                    (31)                      (38)
----------------------------------------------------------------------------------------------------------------------
                                                  $  132                  $  245                    $  321
-----------------------------------------------------------------------------------------------------------------------

The $132 million increase in second quarter electric revenues compared to the
year-ago quarter was primarily driven by an 8 percent increase in total
kilowatthour sales. Interchange sales increased 20 percent, while industrial
sales increased 16 percent during the quarter, primarily due to a new industrial
customer contract that became effective in August 2000. Weather-sensitive
residential and commercial sales increased 5 percent and 9 percent,
respectively. Sales at EEI were down 30 percent during the second quarter of
2001, as a result of a decrease in sales under a contract with its major
customer. Revenues were also favorably impacted by a reduction in the estimated
credits to Missouri electric customers (see Note 2 under Notes to Consolidated
Financial Statements for further information).

Electric revenues for the first six months of 2001 increased $245 million
compared to the prior-year period, primarily due to a 5 percent increase in
total kilowatthour sales. Interchange sales increased 11 percent during the
period, while weather-sensitive residential and commercial sales rose 8 percent
and 9 percent, respectively. In addition, industrial and wholesale sales
increased 16 percent and 12 percent, respectively, during the period. The
increase in industrial sales was primarily due to a new industrial customer
contract that became effective in August 2000. These increases were offset in
part by a 39 percent decline in sales at EEI, which resulted from a decrease in
sales under a contract with its major customer. Revenues were also favorably
impacted by a reduction in the estimated credits to Missouri electric customers
(see Note 2 under Notes to Consolidated Financial Statements for further
information).

Electric revenues for the 12 months ended June 30, 2001 increased $321 million
compared to the prior 12-month period. The increase in revenues was primarily
driven by a 6 percent increase in total kilowatthour sales. Interchange sales
increased 17 percent, while native sales increased 10 percent. These increases
were partially offset by a 37 percent decline in sales at EEI.



                                                                                       
Fuel and Purchased Power                                       Variations for periods ended June 30, 2001
                                                                  from comparable prior-year periods
---------------------------------------------------------------------------------------------------------------------
(Millions of Dollars)                            Three Months             Six Months               Twelve Months
                                                 ------------             ----------               -------------
---------------------------------------------------------------------------------------------------------------------
Fuel:
     Generation                                   $  (11)                 $   (9)                   $   26
     Price                                            13                      14                        (4)
     Generation efficiencies and other                (1)                     (2)                       (9)
     Coal contract termination payments                -                       -                       (52)
Purchased power                                      132                     203                       230
EEI                                                  (12)                    (22)                      (17)
----------------------------------------------------------------------------------------------------------------------
                                                 $   121                  $  184                    $  174
----------------------------------------------------------------------------------------------------------------------


Fuel and purchased power costs for the three and six months ended June 30, 2001,
increased $121 million and $184 million, respectively, versus the comparable
prior-year periods primarily due to increased purchased power, resulting from
higher sales volume and replacement power resulting from the refueling outage of
the Registrant's Callaway Nuclear Plant, which occurred during second quarter
2001.

Fuel and purchased power costs for the 12 months ended June 30, 2001, increased
$174 million versus the comparable prior-year period primarily due to increased
generation and purchased power, resulting from higher sales volume, and the
Callaway Nuclear Plant refueling outage which occurred in second quarter 2001.
These increases were partially offset by lower fuel prices, which resulted from
savings related to the termination of certain coal contracts in late 1999.
AmerenCIPS and two of its coal suppliers executed agreements to terminate their
existing coal supply contracts effective

                                       3


December 31, 1999 resulting in coal contract termination payments of $52
million.

Gas Operations
Gas revenues for the three months ended June 30, 2001, decreased $18 million,
compared to the year-ago period, primarily due to a 37 percent decrease in
retail sales. Gas revenues for the six-month and 12-month periods ended June 30,
2001 increased $70 million and $152 million compared to year-ago periods
primarily resulting from increased sales and higher costs reflected in the
purchased gas adjustment clauses.

Gas costs for the three months ended June 30, 2001 decreased $10 million
compared to second quarter 2000 primarily due to a decline in sales and lower
gas prices. Gas costs for the six and 12-months ended June 30, 2001, increased
$69 million and $137 million, respectively, primarily due to higher sales and
gas prices.

Other Operating Expenses
Other operating expense variations reflected recurring factors such as growth,
inflation, labor and employee benefit increases, and plant maintenance outages.

Other operations expenses increased $21 million and $41 million, for the three
month and six month periods ended June 30, 2001, respectively, compared to
comparable prior-year periods primarily due to higher employee benefit costs in
2001, resulting from changes in actuarial assumptions and investment performance
of employee benefit plans' assets, and increased professional services. Other
operations expenses increased $76 million for the 12-month period ended June 30,
2001 compared to the same year-ago period primarily due to the withdrawal from
the Midwest ISO (see discussion below under "Electric Industry Restructuring"
for further information), in addition to higher employee benefit costs,
resulting from changes in actuarial assumptions and investment performance of
the employee benefit plans' assets, and increased professional services.

Maintenance expenses for the three and six months ended June 30, 2001, increased
$17 million and $30 million, respectively, compared to the year-ago periods
primarily due to a refueling outage at the Callaway Nuclear Plant during second
quarter 2001. The spring 2001 refueling was completed in 45 days. There was no
refueling in 2000. Maintenance expenses for the 12 months ended June 30, 2001
increased $9 million primarily resulting from the Callaway Nuclear Plant
refueling, partially offset by a reduction in fossil power plant maintenance.

Depreciation and amortization expenses for the three month, six month and 12
month periods ended June 30, 2001 increased $7 million, $12 million and $27
million, respectively, compared to the comparable prior periods due to increased
depreciable property, primarily resulting from the addition of combustion
turbine generating facilities (see discussion below under "Liquidity and Capital
Resources" for further information).

Taxes
Income taxes decreased $19 million and $13 million, respectively, for the three
and six months ended June 30, 2001, respectively, due to lower pretax income.

Other tax expense decreased $6 million for the quarter ended June 30, 2001
compared to the year-ago quarter primarily due to a change in the property tax
assessment in the state of Illinois in June 2001. Other tax expense increased
$12 million for the 12 months ended June 30, 2001 compared to the prior year
primarily due to a change in the property tax assessment in the state of
Illinois in June 2000.

Other Income and Deductions
The variation in miscellaneous, net for the 12-month period ended June 30, 2001,
compared to the year-ago period, was primarily due to prior period write-offs of
certain nonregulated investments.

Balance Sheet
Short-term debt increased $244 million primarily for borrowings to finance the
acquisition of new combustion turbine generators. See "Liquidity and Capital
Resources" below for further discussion.

Changes in accounts and wages payable and taxes accrued resulted from the timing
of various payments to taxing authorities and suppliers.

Decrease in other current liabilities of $46 million during 2001 is primarily
due to the reduction in the estimated credit that the Registrant expects to pay
its Missouri electric customers (see Note 2 under Notes to Consolidated
Financial Statements for further information).

                                       4



LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $212 million for the six months
ended June 30, 2001, compared to $254 million during the same 2000 period.

Cash flows used in investing activities totaled $544 million and $460 million
for the six months ended June 30, 2001 and 2000, respectively. Construction
expenditures for the six months ended June 30, 2001, for constructing new or
improving existing facilities were $539 million, which included expenditures
associated with the purchase of combustion turbine generating facilities. The
Registrant added 527 megawatts of combustion turbine generation capacity during
the six months ended June 30, 2001. In addition, the Registrant expended $13
million for the acquisition of nuclear fuel.

Effective May 30, 2001, Resources Company entered into an agreement assigning to
a third party contract rights to two combustion turbine generating units which
had been planned for commercial operation in 2003. As a result, these generating
units will no longer be available to the Registrant. These units were expected
to add 325 megawatts of generating capacity to the Registrant's generation
portfolio at a cost of $200 million. The Registrant has made a commitment to
purchase four combustion turbine generating units totaling 192 megawatts to be
located in Missouri and operated by AmerenUE by summer 2002. The cost of those
units is approximately $100 million. The Registrant has also acquired a 50
megawatt unit to be located at AmerenUE's Venice, Illinois plant that is
expected to be operational by summer 2002. In addition, the Registrant has
contractual rights to develop a 117 megawatt combustion turbine unit that had
been planned for commercial operation in 2002, the cost of which is
approximately $50 million. At this time, the Registrant is actively pursuing a
third party assignment of this unit. As of June 30, 2001, the Registrant plans
to add combustion turbine generating units as follows: 820 megawatts in 2001
(including those already in service as of June 30); 710 megawatts in 2002; and
325 megawatts each in 2004 and 2005. The Registrant is reviewing three
combustion turbine generating units which had been planned for commercial
operation in 2004 and 2005 to determine if they can be used by AmerenUE rather
than Generating Company, in order to fulfill AmerenUE generating capacity needs.
The Registrant is also considering assigning or canceling the one remaining unit
that had been planned for commercial operation in 2005. The Registrant
continually reviews its generation portfolio, and as a result, could modify its
plan for generation asset additions or assignments, which could include the
timing of when certain assets will be added to or removed from its portfolio,
whether the generation will be added to the regulated or nonregulated portfolio,
as well as the type of generation asset technology that will be employed, among
other things.

During the course of the Registrant's resource planning, several alternatives,
in addition to the Missouri and Venice plant capacity additions described above,
are being considered to satisfy anticipated regulatory load requirements for
2001 and beyond for AmerenUE, AmerenCIPS and Resources Company. The Registrant
has contracted for the purchase of 50 megawatts of capacity and energy for the
summer of 2001, and is considering proposals for purchases of capacity and
energy for the summer of 2002 and beyond, among other things. At this time,
management is unable to predict which course of action it will pursue to satisfy
these requirements and their ultimate impact on the Registrant's financial
position, results of operations or liquidity.

Cash flows provided by financing activities totaled $278 million for the six
months ended June 30, 2001. The Registrant's principal financing activities for
the period included issuance of short-term and long-term debt, offset by the
redemption of debt and the payment of dividends. On April 24, 2001, the
Registrant's Board of Directors declared a quarterly dividend for the second
quarter of 2001 of 63.5 cents per common share that was paid to shareholders on
June 29, 2001. Common stock dividends paid for the 12 months ended June 30,
2001, resulted in a payout rate of 80 percent of the Registrant's earnings to
common stockholders.

In April 2001, AmerenCIPS filed with the Securities and Exchange Commission
(SEC) a shelf registration statement on Form S-3 authorizing the offering from
time to time of senior notes in one or more series with an offering price not to
exceed $250 million. The SEC declared the registration statement effective in
May 2001. In June 2001, AmerenCIPS issued $150 million of the senior notes with
an interest rate of 6.625% due June 2011. Until the release date as described in
the registration statement, the senior notes will be secured by a related series
of AmerenCIPS' first mortgage bonds. The proceeds of these senior notes were
used to repay short-term debt and first mortgage bonds maturing in June 2001.

On November 1, 2000, Generating Company issued transfer restricted Senior Notes
in a private placement, Series A due 2005 (Series A Notes) and Senior Notes,
Series B due 2010 (Series B Notes) (collectively, the Senior Notes). The Series
A Notes totaled $225 million. Interest will accrue on the Series A Notes at a
rate of 7.75% per year and will be payable semi-annually in arrears on May 1 and
November 1 of each year commencing on May 1, 2001. Principal of the Series A
Notes will be payable on November 1, 2005. Series B Notes totaled $200 million.
Interest will accrue on the Series B Notes at a rate of 8.35% per year and will
be payable semi-annually in arrears on May 1 and November 1 of each year
commencing on May 1, 2001. Principal of the Series B Notes will be payable on
November 1, 2010. The proceeds from the Senior Notes were $423.6 million,
excluding transaction costs. With the proceeds from the Senior Notes, Generating

                                       5



Company reduced its short-term borrowings incurred in connection with the
construction of completed combustion turbine generating facilities, paid for the
construction of certain combustion turbine generating facilities, and funded
working capital and other capital expenditure needs. Generating Company filed a
registration statement in the first quarter of 2001 to register the Senior Notes
under the Securities Act of 1933, as amended, to permit an exchange offer of the
Senior Notes. The registration statement was declared effective in April 2001.
On June 12, 2001, all holders completed their exchange of the Senior Notes for
new Series C and D Notes which are identical in all material respects to the
Series A Notes and Series B Notes, respectively, except that the new series of
notes do not contain transfer restrictions and are registered.

The Registrant anticipates securing additional permanent financing during
2001-2004 to primarily fund capital expenditure requirements for combustion
turbine generating facilities. At this time, the Registrant is unable to
determine the amount of the additional permanent financing, as well as the
additional financings' impact on the Registrant's financial position, results of
operations or liquidity.

The Registrant plans to continue utilizing short-term debt to support normal
operations and other temporary requirements. The Registrant and its subsidiaries
are authorized by the SEC under PUHCA to have up to an aggregate $2.8 billion of
short-term unsecured debt instruments outstanding at any one time. Short-term
borrowings consist of bank loans (maturities generally on an overnight basis)
and commercial paper (maturities generally within 1 to 45 days). At June 30,
2001, the Registrant had committed bank lines of credit aggregating $176
million, all of which was unused and available at such date, which make
available interim financing at various rates of interest based on LIBOR, the
bank certificate of deposit rate or other options. The lines of credit are
renewable annually at various dates throughout the year. The Registrant has bank
credit agreements, expiring at various dates between 2001 and 2002, that support
commercial paper programs totaling $763 million, $463 million of which is
available for the Registrant's own use and for the use of its subsidiaries. The
remaining $300 million is available for the use of the Registrant's regulated
subsidiaries. At June 30, 2001, $214 million was available under these bank
credit agreements. The Registrant had $447 million of short-term borrowings at
June 30, 2001.

AmerenUE also has a lease agreement that provides for the financing of nuclear
fuel. At June 30, 2001, the maximum amount that could be financed under the
agreement was $120 million. Cash used in financing activities for the six months
ended June 30, 2001, included redemptions under the lease for nuclear fuel of
$64 million, partially offset by $2 million of issuances. At June 30, 2001, $53
million was financed under the lease.

The Registrant, in the ordinary course of business, explores opportunities to
reduce its costs in order to remain competitive in the marketplace. Areas where
the Registrant focuses its review include, but are not limited to, labor costs
and fuel supply costs. In the labor area, over the past two years, the
Registrant has reached agreements with all of the Registrant's major collective
bargaining units which will permit it to manage its labor costs and practices
effectively in the future. The Registrant also explores alternatives to
effectively manage the size of its workforce. These alternatives include
utilizing hiring freezes, outsourcing and offering employee separation packages.
In the fuel supply area, the Registrant explores alternatives to effectively
manage its overall fuel costs. These alternatives include diversifying fuel
sources for use at the Registrant's fossil power plants (e.g. utilizing low
sulfur versus high sulfur coal), as well as restructuring or terminating
existing contracts with suppliers.

Certain of these cost reduction alternatives could result in additional
investments being made at the Registrant's power plants in order to utilize
different types of coal, or could require nonrecurring payments of employee
separation benefits or nonrecurring payments to restructure or terminate an
existing fuel contract with a supplier. Management is unable to predict which
(if any), and to what extent, these alternatives to reduce its overall cost
structure will be executed, as well as determine the impact of these actions on
the Registrant's future financial position, results of operations or liquidity.

RATE MATTERS

On June 30, 2001, the Registrant's experimental alternative regulation plan (the
Plan) for its Missouri electric customers expired (see Note 5 under Notes to
Consolidated Financial Statements for further information about the Plan). With
the Plan's expiration, on July 2, 2001, the Missouri Public Service Commission
(MoPSC) staff filed with the MoPSC an excess earnings complaint against the
Registrant that proposes to reduce the Registrant's annual electric revenues
ranging from $213 million to $250 million. Factors contributing to the MoPSC
staff's recommendation include return on equity (ROE), revenues and customer
growth, depreciation rates and other cost of service expenses. The ROE
incorporated into the MoPSC staff's recommendation ranges from 9.04% to 10.04%.
Evidentiary hearings on the MoPSC staff's recommendation will be conducted
before the MoPSC. To date, hearings have not been scheduled. The MoPSC is not
bound by the MoPSC staff's recommendation. Depending on the outcome of the
MoPSC's decision, further appeals in the courts may be warranted. As a result, a
final decision on this matter may not occur until 2002. The Registrant is
preparing to vigorously contest the MoPSC staff's recommendation in proceedings
before the MoPSC. At this time, the

                                       6


Registrant  can not  predict the outcome of this  complaint  proceeding,  or its
impact  on  the  Registrant's  financial  position,  results  of  operations  or
liquidity; however, the impact could be material.

In the interim, the Registrant expects to continue negotiations with all
pertinent parties with the intent to continue with a form of incentive
regulation similar to the Plan. The Registrant can not predict the outcome of
these negotiations and their impact on the Registrant's financial position,
results of operations or liquidity.

See Note 2 under Notes to Consolidated Financial Statements for further
discussion of Rate Matters.

ELECTRIC INDUSTRY RESTRUCTURING

Certain states are considering proposals or have adopted legislation that will
promote competition at the retail level. During 2000 and in early 2001,
deregulation laws established in the state of California, coupled with high
energy prices, increasing demands for power by users in that state, transmission
constraints, and limited generation resources, among other things, negatively
impacted several major electric utilities in that state. Federal and state
regulators and legislators have proposed and implemented, in part, different
courses of action to attempt to address these issues. The Registrant does not
maintain utility operations in the state of California, nor does it provide
energy directly to utilities in that state. At this time, the Registrant is
uncertain what impact, if any, changes in deregulation laws will have on future
federal and state deregulation laws (including the state of Missouri), which
could directly impact the Registrant's future financial position, results of
operations or liquidity.

Illinois
In December 1997, the Governor of Illinois signed the Electric Service Customer
Choice and Rate Relief Law of 1997 (the Law) providing for electric utility
restructuring in Illinois. This legislation introduces competition into the
supply of electric energy in Illinois.

One of the major provisions of the Law is the phasing-in through 2002 of retail
direct access, which allows customers to choose their electric generation
supplier. The phase-in of retail direct access began on October 1, 1999, with
large commercial and industrial customers principally comprising the initial
group. The remaining commercial and industrial customers in Illinois were
offered choice on December 31, 2000. Commercial and industrial customers in
Illinois represent approximately 13 percent of the Registrant's total sales. As
of June 30, 2001, the impact of retail direct access on the Registrant's
financial condition, results of operations, or liquidity was immaterial. Retail
direct access will be offered to residential customers on May 1, 2002.

Missouri
During the legislative session that ended in May 2001, the Registrant was
participating in discussions with the Missouri legislature regarding legislation
that would not restructure the electric industry in Missouri, but would allow
utilities to transfer generation assets to an affiliated generating company. In
addition, the legislation would have allowed the State's largest nonresidential
customers to choose their electric supplier, among other things. No electric
industry legislation was passed during the legislative session.

Midwest ISO and Alliance RTO
In the fourth quarter of 2000, the Registrant announced its intention to
withdraw from the Midwest ISO and to join the Alliance Regional Transmission
Organization (Alliance RTO), and recorded a pretax charge to earnings of $25
million ($15 million after taxes, or 11 cents per share), which related to the
Registrant's estimated obligation under the Midwest ISO agreement for costs
incurred by the Midwest ISO, plus estimated exit costs. During first quarter
2001, the Federal Energy Regulatory Commission (FERC) conditionally approved the
formation, including the rate structure, of the Alliance RTO, and the Registrant
announced that it had signed an agreement to join the Alliance RTO. Also in
first quarter 2001, in a proceeding before the FERC, the Alliance RTO and the
Midwest ISO reached an agreement that would enable Ameren to withdraw from the
Midwest ISO and to join the Alliance RTO. In April 2001, this settlement
agreement was certified by the Administrative Law Judge of the FERC and
submitted to the FERC Commissioners for approval. The settlement agreement was
approved by the FERC in May 2001. The Registrant's withdrawal from the Midwest
ISO remains subject to MoPSC approval. Additional regulatory approvals of the
SEC, FERC, MoPSC and the Illinois Commerce Commission may be required in
connection with various transactions involving the Alliance RTO relating to its
organization, capitalization and the possible transfer of transmission assets.
Such approvals, if required, will be sought at the appropriate times. The
Alliance RTO is expected to be operational by the end of 2001. At this time, the
Registrant is unable to determine the impact that its withdrawal from the
Midwest ISO and its participation in the Alliance RTO will have on its future
financial condition, results of operation or liquidity.

                                       7





ACCOUNTING MATTERS

In January 2001, the Registrant implemented Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The impact of that adoption resulted in the Registrant recording a
cumulative effect charge of $7 million after taxes to the income statement, and
a cumulative adjustment of $11 million after income taxes to other comprehensive
income (OCI), which reduced stockholders' equity. (See Note 3 under Notes to
Consolidated Financial Statements for further information.) In June 2001, the
Derivatives Implementation Group (DIG), a committee of the Financial Accounting
Standards Board (FASB) responsible for providing guidance on the implementation
of SFAS 133, reached a conclusion regarding the appropriate accounting treatment
of certain types of energy contracts under SFAS 133. Specifically, the DIG
concluded that power purchase or sales agreements (both forward contracts and
option contracts) may meet an exception for normal purchases and sales
accounting treatment if certain criteria are met. At this time, the Registrant
is evaluating the impact of the DIG's decision to determine its effect on the
Registrant's future financial condition, results of operations, or liquidity
upon application.

The DIG is currently reviewing the accounting treatment for fuel contracts that
combine a forward contract and a purchased option contract. The DIG has not
reached a conclusion on whether or not these contracts qualify under the scope
exception in SFAS 133 for normal purchases and sales. The Registrant is unable
to predict when this issue will be ultimately resolved and the impact that the
resolution will have on the Registrant's future financial condition, results of
operations or liquidity; however, it could be material.

In July 2001, the FASB issued SFAS No. 141, "Business  Combinations,"  SFAS 142,
"Goodwill  and Other  Intangible  Assets," and SFAS 143,  "Accounting  for Asset
Retirement Obligations." SFAS 141 requires business combinations to be accounted
for under the purchase  method of  accounting,  which  requires one party in the
transaction  to be identified as the acquiring  enterprise and for that party to
record the assets and  liabilities  of the  acquired  enterprise  at fair market
value rather than historical cost. It prohibits use of the  pooling-of-interests
method of accounting  for business  combinations.  SFAS 141 is effective for all
business combinations  initiated after June 30, 2001, or transactions  completed
using the  purchase  method  after June 30,  2001.  SFAS 142  requires  goodwill
recorded  in the  financial  statements  to be tested  for  impairment  at least
annually,  rather than amortized  over a fixed period,  with  impairment  losses
recorded in the income  statement.  SFAS 142 is  effective  for all fiscal years
beginning  after  December  15,  2001.  SFAS 143  requires an entity to record a
liability  and  corresponding  asset  representing  the  present  value of legal
obligations associated with the retirement of tangible,  long-lived assets. SFAS
143 is effective for fiscal years  beginning  after June 15, 2002.  SFAS 141 and
SFAS  142 are  not  expected  to  have a  material  effect  on the  Registrant's
financial  position,  results of operations or liquidity upon adoption.  At this
time,  the  Registrant  is unable  to  determine  the  impact of SFAS 143 on its
financial position, results of operations or liquidity upon adoption.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of changes in value of a physical asset or a
financial instrument, derivative or non-derivative, caused by fluctuations in
market variables (e.g., interest rates, equity prices, commodity prices, etc.).
The following discussion of the Registrant's risk management activities includes
"forward-looking" statements that involve risks and uncertainties. Actual
results could differ materially from those projected in the "forward-looking"
statements. The Registrant handles market risks in accordance with established
policies, which may include entering into various derivative transactions. In
the normal course of business, the Registrant also faces risks that are either
non-financial or non-quantifiable. Such risks principally include business,
legal, operational and credit risk and are not represented in the following
analysis.

The Registrant's risk management objective is to optimize its physical
generating assets within prudent risk parameters. Risk management policies are
set by a Risk Management Steering Committee, which is comprised of senior-level
Ameren officers.

Interest Rate Risk
The Registrant is exposed to market risk through changes in interest rates
through its issuance of both long-term and short-term variable-rate debt and
fixed-rate debt, commercial paper and auction-rate preferred stock. The
Registrant manages its interest rate exposure by controlling the amount of these
instruments it holds within its total capitalization portfolio and by monitoring
the effects of market changes in interest rates.

If interest rates increase one percentage point in 2002, as compared to 2001,
the Registrant's interest expense would increase by approximately $12 million
and net income would decrease by approximately $7 million. This amount has been
determined using the assumptions that the Registrant's outstanding variable-rate
debt, commercial paper and auction-rate preferred stock, as of June 30, 2001,
continued to be outstanding throughout 2002, and that the average

                                       8


interest rates for these  instruments  increased one percentage point over 2001.
The estimate  does not  consider  the effects of the reduced  level of potential
overall economic activity that would exist in such an environment.  In the event
of a significant change in interest rates,  management would likely take actions
to further  mitigate  its  exposure to this  market  risk.  However,  due to the
uncertainty  of the  specific  actions  that  would be taken and their  possible
effects,  the  sensitivity  analysis  assumes  no  change  in  the  Registrant's
financial structure.

Commodity Price Risk
The Registrant is exposed to changes in market prices for natural gas, fuel and
electricity. Several techniques are utilized to mitigate the Registrant's risk,
including utilizing derivative financial instruments. A derivative is a contract
that has its value dependent on, or derived from, the value of some underlying
asset. The derivative financial instruments that the Registrant uses (primarily
forward contracts, futures contracts and option contracts) are dictated by risk
management policies.

With regard to its natural gas utility business, the Registrant's exposure to
changing market prices is in large part mitigated by the fact that the
Registrant has purchased gas adjustment clauses (PGAs) in place in both its
Missouri and Illinois jurisdictions. The PGA allows the Registrant to pass on to
its customers its prudently incurred costs of natural gas.

The Registrant has a subsidiary, AmerenEnergy Fuels and Services Company, a
wholly owned subsidiary of Resources Company, which is responsible for providing
fuel procurement and gas supply services on behalf of the Registrant's operating
subsidiaries, and for managing fuel and natural gas price risks. Fixed price
forward contracts, as well as futures and options, are all instruments, which
may be used to manage these risks. The majority of the Registrant's fuel supply
contracts are physical forward contracts. Since the Registrant does not have a
provision similar to the PGA for its electric operations, the Registrant has
entered into several long-term contracts with various suppliers to purchase coal
and nuclear fuel to manage its exposure to fuel prices. All of the required coal
for the Registrant's coal plants has been acquired at fixed prices for 2001. In
addition, at least 80% of the coal requirements through 2005 are covered by
long-term contracts. The Registrant has recently experienced some delays in its
coal deliveries due to certain transportation and operating constraints in the
system. The Registrant is working closely with the transportation companies and
monitoring its operating practices in order to maintain adequate levels of coal
inventory for future operating purposes. With regard to the Registrant's
nonregulated electric generation operations, the Registrant is exposed to
changes in market prices for natural gas to the extent it must purchase natural
gas to run its combustion turbine generators. The Registrant's natural gas
procurement strategy is designed to ensure reliable and immediate delivery of
natural gas to its intermediate and peaking units by optimizing transportation
and storage options and minimizing cost and price risk by structuring various
supply agreements to maintain access to multiple gas pools and supply basins and
reducing the impact of price volatility.

With regard to the Registrant's exposure to commodity price risk for purchased
power and excess electricity sales, the Registrant has a subsidiary,
AmerenEnergy, which has as its primary responsibility managing market risks
associated with changing market prices for electricity purchased and sold on
behalf of AmerenUE and Generating Company.

Although the Registrant cannot completely eliminate the effects of elevated
prices and price volatility, its strategy is designed to minimize the effect of
these market conditions on the results of operations. The Registrant's gas
procurement strategy includes procuring natural gas under a portfolio of
agreements with price structures, including fixed price, indexed price and
embedded price hedges such as caps and collars. The Registrant's strategy also
utilizes physical assets through storage, operator and balancing agreements to
minimize price volatility. The Registrant's electric marketing strategy is to
extract additional value from its generation facilities by selling energy in
excess of needs for term sales and purchasing energy when the market price is
less than the cost of generation. The Registrant's primary use of derivatives
has been limited to transactions that are expected to reduce price risk exposure
for the Registrant.

Equity Price Risk
The Registrant maintains trust funds, as required by the Nuclear Regulatory
Commission and Missouri and Illinois state laws, to fund certain costs of
nuclear decommissioning. As of June 30, 2001, these funds were invested
primarily in domestic equity securities, fixed-rate, fixed-income securities,
and cash and cash equivalents. By maintaining a portfolio that includes
long-term equity investments, the Registrant is seeking to maximize the returns
to be utilized to fund nuclear decommissioning costs. However, the equity
securities included in the Registrant's portfolio are exposed to price
fluctuations in equity markets, and the fixed-rate, fixed-income securities are
exposed to changes in interest rates. The Registrant actively monitors its
portfolio by benchmarking the performance of its investments against certain
indices and by maintaining, and periodically reviewing, established target
allocation percentages of the assets of its trusts to various investment
options. The Registrant's exposure to equity price market risk is, in large
part, mitigated due to the fact that the Registrant is currently allowed to
recover its decommissioning costs in its electric rates.

                                       9


SAFE HARBOR STATEMENT

Statements made in this Form 10-Q 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 the "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. The following factors, in
addition to those discussed elsewhere in this report and in the 2000 Annual
Report to Stockholders (portions of which are incorporated by reference in the
Registrant's 2000 Form 10-K) and in subsequent securities filings, could cause
results to differ materially from management expectations as suggested by such
"forward-looking" statements: the effects of regulatory actions, including
changes in regulatory policy; changes in laws and other governmental actions;
the impact on the Registrant of current regulations related to the phasing-in of
the opportunity for some customers to choose alternative energy suppliers in
Illinois; the effects of increased competition in the future, due to, among
other things, deregulation of certain aspects of the Registrant's business at
both the state and federal levels; the effects of withdrawal from the Midwest
ISO and membership in the Alliance RTO; future market prices for fuel and
purchased power, electricity, and natural gas, including the use of financial
instruments; average rates for electricity in the Midwest; wholesale and retail
pricing for electricity in the Midwest; business and economic conditions; the
impact of the adoption of new accounting standards; interest rates; weather
conditions; fuel availability; generation plant construction, installation and
performance; the impact of current environmental regulations on utilities and
generating companies and the expectation that more stringent requirements will
be introduced over time, which could potentially have a negative financial
effect; monetary and fiscal policies; future wages and employee benefits costs;
competition from other generating facilities including new facilities that may
be developed in the future; cost and availability of transmission capacity for
the energy generated by the Registrant's generating facilities or required to
satisfy energy sales made by the Registrant; and legal and administrative
proceedings.

                                       10




                               AMEREN CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                    UNAUDITED
                      (Thousands of Dollars, Except Shares)


                                                                                       
                                                                           June 30,              December 31,
ASSETS                                                                       2001                    2000
------                                                                  --------------         --------------
Property and plant, at original cost:
   Electric                                                            $ 13,148,839            $ 12,684,366
   Gas                                                                      520,738                 509,746
   Other                                                                    101,516                  97,214
                                                                        --------------          -------------
                                                                         13,771,093              13,291,326
   Less accumulated depreciation and amortization                         6,363,185               6,204,367
                                                                        --------------           ------------
                                                                          7,407,908               7,086,959
Construction work in progress:
   Nuclear fuel in process                                                   84,528                 117,789
   Other                                                                    565,354                 500,924
                                                                        --------------          -------------
         Total property and plant, net                                    8,057,790               7,705,672
                                                                        --------------          -------------
Investments and other assets:
   Investments                                                               40,264                  40,235
   Nuclear decommissioning trust fund                                       187,210                 190,625
   Other                                                                    109,408                  97,630
                                                                        --------------          -------------
         Total investments and other assets                                 336,882                 328,490
                                                                        --------------          -------------
Current assets:
   Cash and cash equivalents                                                 72,530                 125,968
   Accounts receivable - trade (less allowance for doubtful
         accounts of $5,429 and $8,028, respectively)                       487,155                 474,425
   Other accounts and notes receivable                                       51,230                  56,529
   Materials and supplies, at average cost -
      Fossil fuel                                                           149,680                 107,572
      Other                                                                 118,578                 119,478
   Other current assets                                                      32,160                  37,210
                                                                        --------------          -------------
         Total current assets                                               911,333                 921,182
                                                                        --------------          -------------
Regulatory assets:
   Deferred income taxes                                                    601,281                 600,100
   Other                                                                    156,129                 158,986
                                                                        --------------          -------------
         Total regulatory assets                                            757,410                 759,086
                                                                        --------------          -------------
Total Assets                                                            $ 10,063,415             $ 9,714,430
                                                                        ==============          ==============
CAPITAL AND LIABILITIES
Capitalization:
   Common stock, $.01 par value, 400,000,000 shares authorized -
     137,215,462 shares outstanding                                   $       1,372            $      1,372
   Other paid-in capital, principally premium on
     common stock                                                         1,580,928               1,581,339
   Retained earnings                                                      1,592,406               1,613,960
   Accumulated other comprehensive income                                    (5,587)                    -
   Other                                                                     (5,284)                    -
                                                                        --------------          -------------
     Total common stockholders' equity                                    3,163,835               3,196,671
   Preferred stock not subject to mandatory redemption                      235,197                 235,197
   Long-term debt                                                         2,973,289               2,745,068
                                                                        --------------          -------------
         Total capitalization                                             6,372,321               6,176,936
                                                                        --------------          -------------
Minority interest in consolidated subsidiaries                                3,534                   3,940
Current liabilities:
   Current maturity of long-term debt                                        24,444                  44,444
   Short-term debt                                                          446,983                 203,260
   Accounts and wages payable                                               314,609                 462,924
   Accumulated deferred income taxes                                         41,498                  49,829
   Taxes accrued                                                            203,294                 124,706
   Other                                                                    254,677                 300,798
                                                                        ---------------         --------------
         Total current liabilities                                        1,285,505               1,185,961
                                                                        ---------------         --------------
Accumulated deferred income taxes                                         1,562,746               1,540,536
Accumulated deferred investment tax credits                                 162,266                 164,120
Regulatory liability                                                        177,215                 183,541
Other deferred credits and liabilities                                      499,828                 459,396
                                                                        ---------------         --------------
Total Capital and Liabilities                                        $   10,063,415            $  9,714,430
                                                                        ===============         ==============



See Notes to Consolidated Financial Statements.

                                       11





                               AMEREN CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME
                                    UNAUDITED
           (Thousands of Dollars, Except Shares and Per Share Amounts)


                                                                                              
                                                 Three Months Ended        Six Months Ended            Twelve Months Ended
                                                       June 30,                June 30,                    June 30,
                                                ---------------------     ---------------------   ------------------------
                                                 2001        2000           2001           2000           2001         2000
                                                -----       -----           ----           ----           ----         ----
 OPERATING REVENUES:
    Electric                                $1,025,586     $893,195      $1,861,383     $1,616,254    $3,771,707    $3,451,034
    Gas                                         28,940       46,572         214,826        145,172       393,540       241,545
    Other                                        2,490          941           5,335          4,658         7,043         8,639
                                          ------------    ---------    ------------     ----------    ----------   -----------
       Total operating revenues              1,057,016      940,708       2,081,544      1,766,084     4,172,290     3,701,218


 OPERATING EXPENSES:
    Operations
       Fuel and purchased power                366,282        245,164       669,451        485,102     1,209,570     1,035,511
       Gas                                      14,922         24,930       151,462         82,917       278,012       141,007
       Other                                   179,024        158,260       344,607        303,646       705,505       629,669
                                            ----------      ---------    ----------      ---------    ----------    ----------
                                               560,228        428,354     1,165,520        871,665     2,193,087     1,806,187
    Maintenance                                130,119        113,541       218,017        188,498       397,440       388,232
    Depreciation and amortization              100,440         93,599       199,174        186,963       395,321       368,149
    Income taxes                                60,728         79,239       110,060        123,490       287,762       285,349
    Other taxes                                 60,298         66,769       127,484        127,684       264,865       253,167
                                           -----------    -----------    ----------     ----------    ----------    ----------
       Total operating expenses                911,813        781,502     1,820,255      1,498,300     3,538,475     3,101,084
                                            ----------     ----------     ---------     ----------    ----------    ----------

 OPERATING INCOME                              145,203        159,206       261,289        267,784       633,815       600,134

 OTHER INCOME AND (DEDUCTIONS):
    Allowance for equity funds used
       during construction                       2,217          1,600         3,822          2,829         6,291         5,102
    Miscellaneous, net                          (2,977)        (3,078)       (4,482)        (8,000)         (882)      (14,879)
                                            -----------     ----------    ----------    -----------    ----------   -----------
       Total other income and (deductions)        (760)        (1,478)         (660)        (5,171)        5,409        (9,777)
                                           ------------     ----------   -----------    -----------      --------   -----------

 INCOME BEFORE INTEREST CHARGES
    AND PREFERRED DIVIDENDS                    144,443        157,728       260,629        262,613       639,224       590,357

 INTEREST CHARGES AND PREFERRED
    DIVIDENDS:
    Interest                                    48,316         43,295        98,338         85,188       192,856       165,415
    Allowance for borrowed funds used
       during construction                      (1,608)        (2,193)       (3,957)        (3,792)       (8,457)       (6,848)
    Preferred dividends of subsidiaries          3,105          3,041         6,285          6,239        12,746        12,595
                                               --------        -------     ---------       --------     ----------     --------
     Net interest charges and preferred
     dividends                                  49,813         44,143       100,666         87,635       197,145       171,162
                                               --------       --------     ---------       --------     ----------    ---------

INCOME BEFORE CUMULATIVE EFFECT OF
    CHANGE  IN ACCOUNTING PRINCIPLE             94,630        113,585       159,963        174,978       442,079       419,195

 CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE, NET OF
   INCOME TAXES                                      -              -        (6,841)             -      (6,841)              -
                                             ----------      ---------      ---------     ---------    ---------      ---------

 NET INCOME                                  $  94,630     $  113,585     $ 153,122      $ 174,978   $  435,238     $  419,195
                                             ==========     ==========     =========      =========   ==========     ==========

  EARNINGS PER COMMON SHARE -
  BASIC AND DILUTED (Based on
  average shares outstanding):
     Income before cumulative effect
     of change in accounting principle           $0.69          $0.83         $1.17          $1.28        $3.22          $3.06
    Cumulative effect of change in accounting
       principle, net of income taxes              -              -           (0.05)           -          (0.05)           -
                                              ---------        -------     ---------      ---------    ---------      ---------
    Net income                                   $0.69          $0.83         $1.12          $1.28        $3.17          $3.06

 AVERAGE COMMON SHARES
  OUTSTANDING                              137,215,462    137,215,462   137,215,462    137,215,462  137,215,462    137,215,462
                                          ============   ============   ============   ===========  ============   ============


 See Notes to Consolidated Financial Statements.

                                       12




                               AMEREN CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                    UNAUDITED
                             (Thousands of Dollars)


                                                                          

                                                                           Six Months Ended
                                                                              June 30,
                                                                    ----------------------------
                                                                       2001            2000
 Cash Flows From Operating:
    Net income                                                    $  153,122       $  174,978
    Adjustments to reconcile net income to net cash
       provided by operating activities:
        Cumulative effect of change in accounting principle            6,841               -
        Depreciation and amortization                                192,911          180,795
       Amortization of nuclear fuel                 `                 12,497           18,342
        Allowance for funds used during construction                  (7,779)          (6,621)
        Deferred income taxes, net                                    12,828           19,496
        Deferred investment tax credits, net                          (1,854)          (2,341)
         Changes in assets and liabilities:
            Receivables, net                                          (7,431)         (65,974)
            Materials and supplies                                   (41,208)          16,493
            Accounts and wages payable                              (148,315)         (96,607)
            Taxes accrued                                             78,588           64,327
            Other, net                                               (38,253)         (48,637)
                                                                    -----------      ----------
 Net cash provided by operating activities                           211,947          254,251

 Cash Flows From Investing:
    Construction expenditures                                       (539,149)        (456,715)
    Allowance for funds used during construction                       7,779            6,621
    Nuclear fuel expenditures                                        (12,620)          (8,449)
    Other                                                                (29)          (1,286)
                                                                    -----------      ----------
 Net cash used in investing activities                              (544,019)        (459,829)

 Cash Flows From Financing:
    Dividends on common stock                                       (174,264)        (174,264)
    Redemptions:
       Nuclear fuel lease                                            (64,122)          (3,933)
       Long-term debt                                                (25,000)        (268,500)
    Issuances:
       Nuclear fuel lease                                              2,497            5,656
       Short-term debt                                               243,723          187,888
       Long-term debt                                                295,800          312,750
                                                                   ------------     ----------
 Net cash provided by financing activities                           278,634           59,597

 Net change in cash and cash equivalents                             (53,438)        (145,981)
 Cash and cash equivalents at beginning of year                      125,968          194,882
                                                                   ------------     ----------
 Cash and cash equivalents at end of period                      $    72,530      $    48,901
                                                                   ============     ==========


 Cash paid during the periods:
    Interest (net of amount capitalized)                          $   95,269      $    86,431
    Income taxes, net                                             $   66,534      $    95,449




See Notes to Consolidated Financial Statements.

                                       13






                               AMEREN CORPORATION
              CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY
                                    UNAUDITED
                             (Thousands of Dollars)

                                    Six Months Ended              Year Ended
                                     June 30, 2001             December 31, 2000
                                 -------------------        --------------------

Common stock                   $           1,372               $          1,372

Other paid-in capital
   Beginning balance                   1,581,339                      1,582,501
   Employee stock awards                    (411)                        (1,162)
                                 -------------------        --------------------
                                       1,580,928                      1,581,339

Retained earnings
   Beginning balance                   1,613,960                      1,505,827
   Net income                            153,122                        457,094
   Dividends                            (174,676)                      (348,961)
                                 -------------------        --------------------
                                       1,592,406                      1,613,960

Accumulated other comprehensive
income
   Beginning balance                       -                              -
   Change in current period              (5,587)                          -
                                 -------------------        --------------------
                                         (5,587)                          -

Other
   Beginning balance                        -                             -
   Unamortized restricted stock
   compensation                          (5,704)                          -
   Compensation amortized                   420                           -
                                 -------------------        --------------------
                                         (5,284)                          -
                                 -------------------        --------------------
Total common stockholders'
equity                      $         3,163,835             $         3,196,671
                                 ===================        ====================


Comprehensive income,
net of tax
   Net income               $          153,122              $           457,094

   Cumulative effect of
    accounting change,
    net of taxes                       (11,258)                            -
   Unrealized net gain
    on derivative hedging
    instruments                          5,671                             -
                                 -------------------        --------------------
                            $          147,535              $           457,094
                                 ===================        ====================


See Notes to Consolidated Financial Statements.

                                       14





AMEREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2001

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation
Ameren Corporation (Ameren or the Registrant) is a holding company registered
under the Public Utility Holding Company Act of 1935 (PUHCA). Ameren's primary
operating companies are Union Electric Company (AmerenUE), Central Illinois
Public Service Company (AmerenCIPS), both subsidiaries of Ameren, and
AmerenEnergy Generating Company (Generating Company), the nonregulated electric
generating subsidiary of AmerenEnergy Resources Company (Resources Company),
which is a subsidiary of Ameren. Ameren also has a 60% ownership interest in
Electric Energy, Inc. (EEI). EEI owns and/or operates electric generation and
transmission facilities in Illinois that supply electric power primarily to a
uranium enrichment plant located in Paducah, Kentucky. That interest is
consolidated for financial reporting purposes. Ameren's other subsidiaries
include AmerenEnergy, Inc. (AmerenEnergy), Ameren Development Company,
AmerenEnergy Resources Company, Ameren Services Company and CIPSCO Investment
Company. AmerenEnergy, an energy marketing subsidiary, primarily serves as a
power marketing agent for AmerenUE and Generating Company and provides a range
of energy and risk management services to targeted customers. Ameren Development
Company is a nonregulated subsidiary encompassing Ameren's nonregulated products
and services. Resources Company holds the Registrant's nonregulated generating
operations. Ameren Services Company provides shared support services to Ameren
and all of its subsidiaries.

The accompanying financial statements include the accounts of Ameren and its
consolidated subsidiaries (collectively the Registrant). All subsidiaries for
which the Registrant owns directly or indirectly more than 50 percent of the
voting stock are included as consolidated subsidiaries. Ameren's primary
operating companies, AmerenUE, AmerenCIPS and Generating Company, are engaged
principally in the generation, transmission, distribution and sale of electric
energy and the purchase, distribution, transportation and sale of natural gas.
The operating companies serve 1.5 million electric and 300,000 natural gas
customers in a 44,500-square-mile area of Missouri and Illinois. All significant
intercompany balances and transactions have been eliminated from the
consolidated financial statements.

Interim Financial Statements
Financial statement note disclosures, normally included in consolidated
financial statements prepared in conformity with generally accepted accounting
principles, have been omitted in this Form 10-Q pursuant to the Rules and
Regulations of the Securities and Exchange Commission. However, in the opinion
of the Registrant, the disclosures contained in this Form 10-Q are adequate to
make the information presented not misleading. See Notes to Consolidated
Financial Statements included in the 2000 Annual Report to Stockholders (which
are incorporated by reference in the Registrant's 2000 Form 10-K) for
information relevant to the consolidated financial statements contained in this
Form 10-Q, including information as to the significant accounting policies of
the Registrant.

In the opinion of the Registrant, the interim financial statements filed as part
of this Form 10-Q reflect all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the periods
presented.

Factors Affecting Business
Due to the effect of weather on sales and other factors which are characteristic
of public utility operations, financial results for the periods ended June 30,
2001 and 2000, are not necessarily indicative of trends for any three-month,
six-month or twelve-month period.

Note 2 - Regulatory Matters

Missouri
In July 1995, the Missouri Public Service Commission (MoPSC) approved an
agreement establishing contractual obligations involving the Registrant's
Missouri retail electric rates. Included was a three-year experimental
alternative regulation plan (the Original Plan) that ran from July 1, 1995
through June 30, 1998, which provided that earnings in those years in excess of
a 12.61% regulatory return on equity be shared equally between customers and

                                       15


stockholders, and earnings above a 14% regulatory return on equity be credited
to customers. The formula for computing the credit used twelve-month results
ending June 30, rather than calendar year earnings.

A new three-year experimental alternative regulation plan (the New Plan) was
included in the joint agreement authorized by the MoPSC in its February 1997
order approving the merger of AmerenUE and CIPSCO Incorporated that formed
Ameren. Like the Original Plan, the New Plan requires that earnings over a 12.61
percent regulatory return on equity up to a 14 percent regulatory return on
equity be shared equally between customers and stockholders. The New Plan also
returns to customers 90 percent of all earnings above a 14 percent regulatory
return on equity up to a 16 percent regulatory return on equity. Earnings above
a 16 percent regulatory return on equity are credited entirely to customers. The
New Plan ran from July 1, 1998 through June 30, 2001. During the three months
ended June 30, 2001, the Registrant reduced the estimated total credit for the
plan year ended June 30, 2001 that the Registrant expects to pay its Missouri
electric customers by $25 million (10 cents per share). In total, the Registrant
has recorded an estimated credit of $40 million as of June 30, 2001 for the plan
year ended June 30, 2001, compared to an estimated $35 million credit recorded
as of June 30, 2000, for the plan year ended June 30, 2000. These credits were
reflected as a reduction in electric revenues. The final amount of the credit
will depend on several factors, including the Registrant's earnings for 12
months ended June 30, 2001.

With the New Plan's expiration on June 30, 2001, on July 2, 2001, the MoPSC
staff filed with the MoPSC an excess earnings complaint against the Registrant
that proposes to reduce the Registrant's annual electric revenues ranging from
$213 million to $250 million. Factors contributing to the MoPSC staff's
recommendation include return on equity (ROE), revenues and customer growth,
depreciation rates and other cost of service expenses. The ROE incorporated into
the MoPSC staff's recommendation ranges from 9.04% to 10.04%. Evidentiary
hearings on the MoPSC staff's recommendation will be conducted before the MoPSC.
To date, hearings have not been scheduled. The MoPSC is not bound by the MoPSC
staff's recommendation. Depending on the outcome of the MoPSC's decision,
further appeals in the courts may be warranted. As a result, a final decision on
this matter may not occur until 2002. The Registrant is preparing to vigorously
contest the MoPSC staff's recommendation in proceedings before the MoPSC. At
this time, the Registrant can not predict the outcome of this complaint
proceeding, or its impact on the Registrant's financial position, results of
operations or liquidity; however, the impact could be material.

In the interim, the Registrant expects to continue negotiations with all
pertinent parties with the intent to continue with a form of incentive
regulation similar to the New Plan. The Registrant can not predict the outcome
of these negotiations and their impact on the Registrant's financial position,
results of operations or liquidity.

Midwest ISO and Alliance RTO
In the fourth quarter of 2000, the Registrant announced its intention to
withdraw from the Midwest Independent System Operator (Midwest ISO) and to join
the Alliance Regional Transmission Organization (Alliance RTO), and recorded a
pretax charge to earnings of $25 million ($15 million after taxes, or 11 cents
per share), which related to the Registrant's estimated obligation under the
Midwest ISO agreement for costs incurred by the Midwest ISO, plus estimated exit
costs. During first quarter 2001, the Federal Energy Regulatory Commission
(FERC) conditionally approved the formation, including the rate structure, of
the Alliance RTO, and the Registrant announced that it had signed an agreement
to join the Alliance RTO. Also in first quarter 2001, in a proceeding before the
FERC, the Alliance RTO and the Midwest ISO reached an agreement that would
enable Ameren to withdraw from the Midwest ISO and to join the Alliance RTO. In
April 2001, this settlement agreement was certified by the Administrative Law
Judge of the FERC and submitted to the FERC Commissioners for approval. The
settlement agreement was approved by the FERC in May 2001. The Registrant's
withdrawal from the Midwest ISO remains subject to MoPSC approval. Additional
regulatory approvals of the FERC, MoPSC, Securities and Exchange Commission and
the Illinois Commerce Commission may be required in connection with various
transactions involving the Alliance RTO relating to its organization,
capitalization and the possible transfer of transmission assets. Such approvals,
if required, will be sought at the appropriate times. The Alliance RTO is
expected to be operational by the end of 2001. At this time, the Registrant is
unable to determine the impact that its withdrawal from the Midwest ISO and its
participation in the Alliance RTO will have on its future financial condition,
results of operation or liquidity.

Note 3 - Derivative Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for
Derivative Instruments and Hedging Activities" became effective on January 1,
2001. SFAS 133 established accounting and reporting standards for derivative
financial instruments, including certain derivative instruments embedded in
other contracts, and for

                                       16


hedging activities.  SFAS 133 requires  recognition of all derivatives as either
assets or liabilities on the balance sheet measured at fair value.  The intended
use of derivatives and their  designation as either a fair value hedge or a cash
flow  hedge  determines  when the gains or losses on the  derivatives  are to be
reported  in  earnings  and  when  they are  reported  as a  component  of other
comprehensive  income (OCI) in  stockholders'  equity.  In  accordance  with the
transition  provisions of SFAS 133, the Registrant  recorded a cumulative effect
charge of $7 million after income taxes to the income statement, comprised of $2
million  for  ineffective  portion  of  cash  flow  hedges  and $5  million  for
discontinued hedges. The Registrant also recorded a cumulative effect adjustment
of $11  million  after  income  taxes,  representing  the  effective  portion of
designated cash flow hedges,  to OCI, which reduced  stockholders'  equity.  The
Registrant expects that by the end of 2001 it will reclassify to earnings all of
the transition adjustment that was recorded in accumulated OCI. Gains and losses
on derivatives that arose prior to the initial  application of SFAS 133 and that
were  previously  deferred as adjustments of the carrying amount of hedged items
were not adjusted and were not included in the transition  adjustments described
above.

All derivatives are recognized on the balance sheet at their fair value. On the
date that the Registrant enters into a derivative contract, it designates the
derivative as (1) a hedge of the fair value of a recognized asset or liability
or an unrecognized firm commitment (a "fair value" hedge); (2) a hedge of a
forecasted transaction or the variability of cash flows that are to be received
or paid in connection with a recognized asset or liability (a "cash flow"
hedge); or (3) an instrument that is held for trading or non-hedging purposes (a
"non-hedging" instrument). The Registrant reevaluates its classification of
individual derivative transactions daily. The Registrant designates or
de-designates derivative transactions as hedges based on many factors including
changes in expectations of economic generation availability and changes in
projected sales commitments. Changes in the fair value of derivatives are
captured and reported based on the anticipated use of the derivative. If a
derivative is designated as a cash flow hedge, the effective portion will not be
reflected in the income statement. If the derivative is subsequently designated
as a non-hedging instrument, any further change in fair value will be reflected
in the income statement, with any previously deferred change in fair value
remaining in accumulated OCI until the indicated delivery period. If, on the
other hand, the derivative had been designated as a non-hedging transaction and
subsequently designated as a cash flow hedge, the initial change in fair value
between the transaction date and the hedge designation date will be recorded in
income, and the effective portion of any further change will be deferred in OCI.
Changes in the fair value of derivatives designated as fair value hedges and
changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk (including changes that reflect losses or gains on firm
commitments) are recorded in current-period earnings. Any hedge ineffectiveness
(which represents the amount by which the changes in the fair value of the
derivative exceed the changes in the fair value of the hedged item) is recorded
in current-period earnings. Changes in the fair value of derivative trading and
non-hedging instruments are reported in current-period earnings.

The Registrant utilizes derivatives principally to manage the risk of changes in
market prices for natural gas, fuel, electricity and emission credits. The
Registrant's risk management objective is to optimize the return from its
physical generating assets, while managing exposures to volatile energy
commodity prices and emission allowances within prudent risk management
policies, which are established by a Risk Management Steering Committee (RMSC)
comprised of senior-level Ameren officers. Price fluctuations in natural gas,
fuel and electricity cause (1) an unrealized appreciation or depreciation of the
Registrant's firm commitments to purchase when purchase prices under the firm
commitment are compared with current commodity prices; (2) market values of fuel
and natural gas inventories or purchased power to differ from the cost of those
commodities under the firm commitment; and (3) actual cash outlays for the
purchase of these commodities to differ from anticipated cash outlays. The
derivatives that the Registrant uses to hedge these risks are dictated by risk
management policies and include forward contracts, futures contracts, options
and swaps. Ameren primarily uses derivatives to optimize the value of its
physical and contractual positions. Ameren continually assesses its supply and
delivery commitment positions against forward market prices and internally
forecast forward prices and modifies its exposure to market, credit and
operational risk by entering into various offsetting transactions. In general
these transactions serve to reduce price risk for the Registrant. Additionally,
the Registrant is authorized to engage in certain transactions that serve to
increase the organization's exposure to price, credit and operational risk for
expected gains. All transactions are continuously monitored and valued by the
RMSC to assure compliance with Ameren policies. The RMSC employs a variety of
risk measurement techniques and position limits including value at risk, credit
value at risk, stress testing, effectiveness testing along with qualitative
measures to establish transaction parameters and measure transaction compliance.

By using derivative financial instruments, the Registrant is exposed to credit
risk and market risk. Credit risk is the risk that the counterparty might fail
to fulfill its performance obligations under contractual terms. Credit risk

                                       17


management is based upon consideration and measurement of four factors: (1)
accounts receivable; (2) mark to market; (3) probability of default; and (4) the
recovery rate of the defaulted position that is likely to be recovered. The
Registrant manages its credit (or repayment) risk in derivative instruments by
(1) using both portfolio limits, i.e. no more than prescribed dollar amounts
exposed to companies within various credit categories as well as limiting
exposures to individual companies; (2) monitoring the financial condition of its
counterparties; and (3) enhancing credit quality through contractual terms such
as netting, required collateral postings, letters of credit and parental
guaranties.

Market risk is the risk that the value of a financial instrument might be
adversely affected by a change in commodity prices. The Registrant manages this
risk by establishing and monitoring parameters that limit the types and degree
of market risk that may be undertaken as mentioned above.

The following is a summary of Ameren's risk management strategies and the effect
of these strategies on Ameren's consolidated financial statements.

Cash Flow Hedges
The Registrant  routinely  enters into forward  purchase and sales contracts for
electricity based on forecasted levels of excess economic generation. The amount
of excess economic generation varies throughout the year and is monitored by the
RMSC.  The  contracts  typically  cover a period of twelve  months or less.  The
purpose of these  contracts is to hedge against  possible price  fluctuations in
the spot  market for the period  covered  under the  contracts.  The  Registrant
formally  documents all  relationships  between  hedging  instruments and hedged
items,  as well as its  risk-management  objective and strategy for  undertaking
various  hedge  transactions.  This  process  includes  linking all  derivatives
designated  as  cash  flow  hedges  to  specific  forecasted  transactions.  The
Registrant also formally  assesses (both at hedge's  inception and on an ongoing
basis) whether the derivatives used in hedging  transactions  have  historically
been highly  effective in  offsetting  changes in the cash flows of hedged items
and whether those  derivatives are expected to remain highly effective in future
periods.

For the three months ended June 30, 2001, the net loss, which represented the
impact of discontinued cash flow hedges, the ineffective portion of cash flow
hedges, as well as the reversal of amounts previously recorded in the transition
adjustment due to transactions going to delivery, was immaterial. For the six
months ended June 30, 2001, the Registrant recorded a pretax net gain of $9
million in electric revenues in the statement of income. This gain represented
the impact of discontinued cash flow hedges, the ineffective portion of cash
flow hedges, as well as the reversal of amounts previously recorded in the
transition adjustment due to transactions going to delivery. All components of
each derivative's gain or loss were included in the assessment of hedge
effectiveness.

As of June 30, 2001, all $6 million of the deferred net losses on derivative
instruments accumulated in other comprehensive income are expected to be
reversed during the next twelve months. The derivative losses will be reversed
upon delivery of the commodity being hedged.

Other Derivatives
The Registrant enters into option transactions to manage the Registrant's
positions in sulfur dioxide (SO2) allowances. In addition, the Registrant enters
into option transactions to manage the Registrant's coal purchasing prices and
to manage the cost of electricity by selling puts at prices below the marginal
cost of generation. These transactions are treated as non-hedge transactions
under SFAS 133; therefore, the net change in the market value of SO2 options is
recorded as electric revenues and the net change in the market value of coal
options is recorded as fuel and purchased power in the statement of income.

Other
As of June 30, 2001, the Registrant has recorded the fair value of derivative
financial instrument assets of $23 million in Other Assets and derivative
financial instrument liabilities of $39 million in Other Deferred Credits and
Liabilities.

The Registrant has entered into fixed-price forward contracts for the purchase
of coal and natural gas. While these contracts meet the definition of a
derivative under SFAS 133, the Registrant records these transactions as normal
purchases and normal sales because the contracts are expected to result in
physical delivery.

                                       18




Note 4 - Segment Information

Segment information for the three-month, six-month and 12-month periods ended
June 30, 2001 and 2000 is as follows:


                                                                                         
---------------------------------------------------------------------------------------------------------------------
                                       Regulated                              Reconciling
(in millions)                          Utilities          All Other            Items *                 Total
---------------------------------------------------------------------------------------------------------------------

Three months ended June 30, 2001:

Revenues                                $1,180              $  59               $(182)                $ 1,057
Net Income                                  98                 (3)                 --                      95
--------------------------------------------------------------------------------------------------------------------

Three months ended June 30, 2000:

Revenues                                $  999              $  73               $(131)                $   941
Net Income                                 114                 --                  --                     114
--------------------------------------------------------------------------------------------------------------------

Six months ended June 30, 2001:

Revenues                                $2,333              $ 133               $(384)                 $ 2,082
Net Income                                 152                  1                  --                      153
---------------------------------------------------------------------------------------------------------------------

Six months ended June 30, 2000:

Revenues                                $1,816              $ 140               $(190)                 $ 1,766
Net Income                                 174                  1                  --                      175
---------------------------------------------------------------------------------------------------------------------

12 months ended June 30, 2001:

Revenues                                $4,637              $ 286               $(751)                 $ 4,172
Net Income                                 435                 --                  --                      435

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


12 months ended June 30, 2000:

Revenues                                $3,721              $ 263               $(283)                 $ 3,701
Net Income                                 418                  1                  --                      419
---------------------------------------------------------------------------------------------------------------------



* Elimination of intercompany revenues.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Reference is made to "Regulation" section in Item 1. Business of the
Registrant's Form 10-K for the year ended December 31, 2000, for information
relating to a proposed settlement of the August 1996 complaint filed by the
Illinois Attorney General with the Illinois Pollution Control Board alleging
various violations of wastewater discharge permit conditions and ground water
standards at Central Illinois Public Service Company's (AmerenCIPS) Hutsonville
Power Station (now owned by AmerenEnergy Generating Company). In accordance with
the terms of the settlement with the Illinois Environmental Protection Agency
and the Illinois Attorney General, AmerenEnergy Generating Company is
implementing a remedial action plan that includes the construction of a lined
fly ash basin at the Hutsonville Power Station and the closure of the existing
unlined basin. The Illinois Pollution Control Board approved the settlement
effective as of March 15, 2001.

                                       19


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         At the annual meeting of stockholders of the Registrant held on April
24, 2001, the following matters were presented to the meeting for a vote and the
results of such voting are as follows:

         Item (1)  Election of Directors.



                                                                                           
                                                                                                      Non-Voted
                      Name                              For                   Withheld                  Brokers1
                      ----                              ---                   --------               -------------

         William E. Cornelius..............         113,181,046               2,263,237                     0
         Clifford L. Greenwalt.............         113,003,662               2,440,621                     0
         Thomas A. Hays....................         113,166,827               2,277,456                     0
         Thomas H. Jacobsen................         113,010,998               2,433,285                     0
         Richard A. Liddy..................         113,087,428               2,356,855                     0
         Gordon R. Lohman..................         113,131,026               2,313,257                     0
         Richard A. Lumpkin................         113,136,914               2,307,369                     0
         John Peters MacCarthy.............         113,175,324               2,268,959                     0
         Hanne M. Merriman.................         113,130,336               2,313,947                     0
         Paul L. Miller, Jr................         113,224,098               2,220,185                     0
         Charles W. Mueller................         113,224,879               2,219,404                     0
         Harvey Saligman...................         113,110,481               2,333,802                     0
         Janet McAfee Weakley..............         112,983,490               2,460,793                     0
         James W. Wogsland.................         112,995,816               2,448,467                     0

         Item (2)  Stockholder Proposal re Report on Callaway Plant Releases.




                                                                              
                                                                                             Non-Voted
                   For                   Against                     Abstain                    Brokers1
                   ---                   -------                     -------                 -------------

               8,944,860               75,912,267                  7,133,285                  23,453,993

         1  Broker shares included in the quorum but not voting on the item.



ITEM 5.  OTHER INFORMATION.

         Any stockholder proposal intended for inclusion in the proxy material
for the Registrant's 2002 annual meeting of stockholders must be received by the
Registrant by November 16, 2001.

         In addition, under the Registrant's By-Laws, stockholders who intend to
submit a proposal in person at an annual meeting, or who intend to nominate a
director at a meeting, must provide advance written notice along with other
prescribed information. In general, such notice must be received by the
Secretary of the Registrant not later than 60 nor earlier than 90 days prior to
the first anniversary of the preceding year's annual meeting. For the
Registrant's 2002 annual meeting of stockholders, written notice of any
in-person stockholder proposal or director nomination must be received not later
than February 23, 2002 or earlier than January 24, 2002.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)(i)  Exhibits.

                 10.1  -  Alliance Agreement establishing the Alliance
                          Independent Transmission System Operator, Inc.,
                          Alliance Transmission Company, Inc. and Alliance
                          Transmission Company, LLC and Amendment to admit
                          AmerenCIPS and AmerenUE.

                                       20




         (a)(ii) Exhibits Incorporated by Reference.

                 4.1   -  Form of Second Supplemental Indenture dated as of June
                          12, 2001 to Indenture dated as of November 1, 2000
                          from AmerenEnergy Generating Company (Generating
                          Company) to The Bank of New York, as Trustee, relating
                          to Generating Company's 7.75% Senior Notes, Series C
                          due 2005 and 8.35% Senior Notes, Series D due 2010
                          (including as exhibit the form of Exchange Note)
                          (File No. 333-56594, Exhibit 4.3).

                 4.2   -  Supplemental Indenture dated June 1, 2001 to
                          Indenture of Mortgage or Deed of Trust dated October
                          1, 1941, from AmerenCIPS to U.S. Bank Trust National
                          Association and Patrick J. Crowley, as Trustees,
                          relating to Senior Note Mortgage Bonds Series BB
                          6.625%, due 2011 (June 30, 2001 AmerenCIPS Form 10-Q,
                          Exhibit 4.1).

         (b)     Reports on Form 8-K. The Registrant filed a report on Form 8-K
                 dated May 17, 2001 reporting its issuance of a press release
                 recommending that its stockholders not accept TRC Capital
                 Corporation's mini-tender offer to purchase up to 4,000,000
                 shares of the Registrant's outstanding common stock at an offer
                 price of $40.00 per share.

         Note:   Reports of Central Illinois Public Service Company on Forms
                 8-K, 10-Q and 10-K are on file with the SEC under File Number
                 1-3672.

                 Reports of Union Electric Company on Forms 8-K, 10-Q and 10-K
                 are on file with the SEC under File Number 1-2967.

                 Information regarding AmerenEnergy Generating Company on Form
                 S-4 is on file with the SEC under File Number 333-56594 and its
                 reports on Forms 8-K, 10-Q and 10-K are being filed with the
                 SEC under the same File Number.


                                   SIGNATURES

         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.

                               AMEREN CORPORATION
                                  (Registrant)


                         By             /s/ Donald E. Brandt
                      -----------------------------------------------
                                            Donald E. Brandt
                                      Senior Vice President, Finance
                                       (Principal Financial Officer)


Date:  August 14, 2001





                                                                  Exhibit 10.1
                             The Alliance Agreement
                                Establishing The
            Alliance Independent Transmission System Operator, Inc.,
                    Alliance Transmission Company, Inc., and
                       Alliance Transmission Company, LLC
                               Dated May 27, 1999










                                                  TABLE OF CONTENTS


                                                                                                            
ARTICLE I DEFINITIONS.............................................................................................1


ARTICLE II PURPOSE OF AGREEMENT...................................................................................1
         2.1      Purpose of this Agreement.......................................................................1
                  -------------------------
         2.2      Attachments and Appendices......................................................................2
                  --------------------------


ARTICLE III INITIAL DETERMINATION OF FORM OF REGIONALTRANSMISSION ORGANIZATION....................................3
         3.1      Owner Declarations..............................................................................3
                  ------------------
         3.2      Evaluation of Transco Trigger Conditions........................................................4
                  ----------------------------------------
         3.3      Transmission Owner Post-Trigger Evaluation Rights...............................................4
                  -------------------------------------------------
         3.4      Transmission Owner Post-Trigger Failure Evaluation Rights.......................................4
                  ---------------------------------------------------------


ARTICLE IV ALLIANCE PUBLICO.......................................................................................4
         4.1      Formation of Alliance Publico...................................................................4
                  -----------------------------


ARTICLE V ALLIANCE TRANSCO........................................................................................5
         5.1      Formation of Alliance Transco...................................................................5
                  -----------------------------
         5.2      LLC Agreement...................................................................................6
                  -------------
         5.3      Alliance Transco Operations.....................................................................6
                  ---------------------------


ARTICLE VI ALLIANCE ISO...........................................................................................6
         6.1      Formation of the Alliance ISO...................................................................6
                  -----------------------------
         6.2      Alliance ISO Operations.........................................................................7
                  -----------------------


ARTICLE VII ALLIANCE RTO START UP AND TRANSITION PERIODS..........................................................8
         7.1      Start-up Period and Initial Funding.............................................................8
                  -----------------------------------
         7.2      Reimbursement of Start-Up Expenditures..........................................................8
                  --------------------------------------
         7.3      Location for Alliance RTO Operations............................................................8
                  ------------------------------------
         7.4      Transition from Alliance ISO to Alliance Transco................................................8
                  ------------------------------------------------
         7.5      Alliance RTO Transition and Operating Conditions................................................9
                  ------------------------------------------------
         7.6      Regional Power Exchange.........................................................................9
                  -----------------------


ARTICLE VIII NEW PARTICIPANTS.....................................................................................9
         8.1      Admission of New Participants...................................................................9
                  -----------------------------


ARTICLE IX TERMINATION OF PARTICIPATION IN ALLIANCE..............................................................10


ARTICLE X SHARING OF EXPENSES....................................................................................10



ARTICLE XI REGULATORY AND TAX AUTHORIZATIONS.....................................................................10
         11.1     Regulatory Approvals...........................................................................10
                  --------------------
         11.2     Tax Approvals..................................................................................11
                  -------------


ARTICLE XII NON-SEVERABILITY OF AGREEMENT........................................................................11


ARTICLE XIII MISCELLANEOUS PROVISIONS............................................................................11
         13.1     Descriptive Headings: Appendices and Exhibits..................................................11
                  ---------------------------------------------
         13.2     Governing Law..................................................................................12
                  -------------
         13.3     Counterparts...................................................................................12
                  ------------
         13.4     Successors and Assigns.........................................................................12
                  ----------------------
         13.5     No Implied Waivers.............................................................................12
                  ------------------
         13.6     Representations and Warranties.................................................................12
                  ------------------------------
         13.7     Further Assurances.............................................................................13
                  ------------------
         13.8     Delivery of Notices............................................................................13
                  -------------------
         13.9     Limitations on Liability.......................................................................13
                  ------------------------
         13.10    Entire Agreement...............................................................................13
                  ----------------
         13.11    Good Faith Efforts.............................................................................13
                  ------------------
         13.12    Third Party Agreements.........................................................................14
                  ----------------------
         13.13    No Partnership.................................................................................14
                  --------------
         13.14    Dispute Resolution.............................................................................14
                  ------------------
         13.15    Transmission Owner Participation Agreement.....................................................14
                  ------------------------------------------
         13.16    Transmission Owner Consent.....................................................................14
                  --------------------------
         13.17    Effective Date and Termination.................................................................14
                  ------------------------------
         13.18    Amendments.....................................................................................15
                  ----------







                             THE ALLIANCE AGREEMENT

         This Alliance Agreement (the "Alliance Agreement" or this "Agreement")
is made and entered into as of May 27, 1999, by and among the undersigned
Transmission Owners in order to set forth their agreements with respect to the
creation of a regional transmission organization, on the terms and subject to
the conditions stated herein.

         The Transmission Owners intend to seek governmental approvals for the
creation of a Regional Transmission Organization ("RTO"). The Alliance RTO will
be either a Transco, referred to herein as the Alliance Transmission Company,
LLC ("Alliance Transco"), or an ISO, referred to herein as the Alliance
Independent Transmission System Operator, Inc. (the "Alliance ISO"). In the
former event, Alliance Transco will be owned in part and managed solely by a
newly-created public company, Alliance Transmission Company, Inc. ("Alliance
Publico").

         The Transmission Owners believe that formation and approval of the
Alliance RTO will further the goal of a more competitive electric market in the
North American Eastern Interconnection.

         The Transmission Owners are willing to proceed with the approval and
formation of the Alliance Transco and Alliance ISO subject to the terms and
conditions described herein, including the unilateral right to withdraw from
this endeavor at any time on the terms provided herein.

         THEREFORE, the undersigned parties agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

         Capitalized terms used in this Agreement without other definition shall
have the meanings specified in Exhibit A.


                                   ARTICLE II
                              PURPOSE OF AGREEMENT

         2.1      Purpose of this Agreement.

                  2.1.1 The purpose of this Agreement is to create an
                  independent Regional Transmission Organization. The Alliance
                  RTO will be either a Transco or an ISO that will perform
                  system operator functions. The form of the Alliance RTO will
                  be determined by the Transmission Owners in accordance with
                  Article III of this Agreement. Through an Operation Agreement
                  with the Alliance RTO, the Alliance RTO will have Functional
                  Control over certain transmission facilities owned by the
                  Transmission Owners for the following purposes:

                 (a)      independent operation of the transmission facilities;

                                       1



                 (b)      non-discriminatory  open  access transmission service
                          over the  Transmission  System to eligible
                          customers pursuant to the OATT;

                 (c)      collection and distribution of transmission  revenues
                          from  Transmission  Users in accordance with  the
                          Pricing Protocol; and

                 (d)      management of regional reliability and system security
                          consistent  with the  provisions of the Operating
                          Protocol and the Planning Protocol.

                  2.1.2 The purpose of this Agreement is also to describe a
                  mechanism for the start up of, or transition to, an
                  independent, for-profit transmission company referred to
                  herein as Alliance Transco. This Agreement describes the
                  conditions which must be satisfied before Alliance Transco is
                  formed. These conditions, referred to herein as the "Transco
                  Trigger Conditions," may be satisfied either before or after
                  the beginning of Alliance ISO operations. If such conditions
                  are met before the Transmission Service Date, the Transmission
                  Owners will proceed directly to the Alliance Transco
                  structure. If the conditions are satisfied after the
                  Transmission Service Date, the Transmission Owners will
                  undertake a transition to the Alliance Transco structure in
                  accordance with the terms of Article VII of this Agreement.

                  2.1.3 This Agreement also describes how Alliance Transco will
                  be managed independently from Transmission Users, including
                  Transmission Owners that will be Transmission Users. Alliance
                  Transco will be controlled by a newly-organized public company
                  -- Alliance Publico. Alliance Publico will be the managing
                  member of Alliance Transco and will have authority to manage
                  the business and affairs of Alliance Transco. Alliance Publico
                  will be a corporation so that it can raise capital in the
                  public financial markets through an initial public offering.
                  The public ownership of Alliance Publico is also intended to
                  provide Alliance Transco with management which is independent
                  from the Transmission Users.

         2.2      Attachments  and Appendices. The following  attachments  and
appendices are  incorporated herein and made a part of this Agreement:

Appendix 2:       Term Sheet for Alliance Transmission Company, Inc.

Appendix 3:       Term Sheet for Alliance Transmission Company, LLC

Appendix 4:       Bylaws for Governance of the Alliance Independent Transmission
                  System Operator Inc., a Delaware non-stock corporation

Appendix 5:       Alliance Regional Transmission Organization Operating Protocol

Appendix 6:       Alliance Regional Transmission Organization Planning Protocol

                                       2


Appendix 7:       Alliance  Regional  Transmission  Organization  Protocol  for
                  Transmission  Service  Pricing,  Discounting,  Revenue
                  Distribution, and Grandfathered Contracts

Appendix 8:       Alliance Regional Transmission Organization Operation
                  Agreement

Appendix 9:       Alliance Regional Transmission Organization Agency Agreement


                                   ARTICLE III
                    INITIAL DETERMINATION OF FORM OF REGIONAL
                            TRANSMISSION ORGANIZATION

         3.1 Owner Declarations. After the Required Regulatory Approvals have
been obtained, the Transmission Owners shall take the following actions to
determine whether the initial form of the Regional Transmission Organization
will be the Alliance Transco or Alliance ISO:

         (i) each Transmission Owner shall make an Owner Declaration as to
         whether such Transmission Owner intends to maintain ownership of its
         transmission facilities and transfer operational control to the
         Alliance RTO or to divest its transmission facilities to the Alliance
         RTO and the Owner Declaration shall be made in the form of a
         certificate from the Chief Executive Officer or President of the
         Transmission Owner which sets forth the information and plans required
         in this Agreement;

         (ii) if the Owner Declaration indicates that the Transmission Owner
         wishes to maintain ownership of some or all of its transmission
         facilities, such declaration shall include (A) a commitment on the part
         of such Transmission Owner to enter into an Operation Agreement with
         the Alliance RTO, (B) a detailed description of any remaining
         regulatory or other consents required to complete the transfer to
         Alliance RTO control and any known legal impediments to obtaining such
         consents, and (C) a detailed description of the transmission facilities
         to be subject to the Operation Agreement;

         (iii) if the Owner Declaration indicates that the Transmission Owner
         wishes to divest ownership of some or all of its transmission
         facilities to the Alliance RTO, such declaration shall include (A) a
         detailed description of any remaining regulatory or other consents
         required to complete the divestiture and any known legal impediments to
         obtaining such consents, (B) a detailed description of the transmission
         facilities to be divested, (C) a statement as to whether such
         Transmission Owner wishes to sell such transmission facilities to
         Alliance Transco and/or contribute such facilities to Alliance Transco
         in exchange for membership interests in Alliance Transco, (D) an
         acknowledgment that neither the Transmission Owner nor Alliance Transco
         will be legally bound to consummate the divestiture until such time as
         such parties have negotiated, executed and delivered mutually
         acceptable definitive agreements with respect to such divestiture
         setting forth the material terms and conditions of such a transaction,

                                       3



         and (E) a comprehensive proposal regarding the material terms,
         conditions, and provisions of the Alliance Transco LLC Agreement and
         other documents necessary to create the Alliance Transco and carry out
         the divestiture in conformance with the Transco and Publico Term
         Sheets, which proposal shall serve as the foundation for such
         negotiations to develop definitive agreements; and

         (iv) each Transmission Owner agrees to provide the other Transmission
         Owners with an Owner Declaration within 90 days after the Required
         Regulatory Approvals have been obtained.

         3.2 Evaluation of Transco Trigger Conditions. Upon receipt of the Owner
Declarations, the Transmission Owners will determine whether the Transco Trigger
Conditions have been satisfied. Following such determination, the Alliance RTO
will implement the transition and transfer of either, or both, asset ownership
and operational control of transmission facilities from each Transmission Owner
to the appropriate RTO structure as provided in this Agreement.

         3.3 Transmission Owner Post-Trigger Evaluation Rights. Non-Divesting
Transmission Owner(s), after the Transco Trigger Conditions have been satisfied,
shall have the right to seek to terminate their participation in the Alliance
Agreement in accordance with the provisions in Article IX.

         3.4 Transmission Owner Post-Trigger Failure Evaluation Rights. If the
Transco Trigger Conditions are not satisfied, Transmission Owner(s) shall have
the right to seek to terminate their participation in the Alliance Agreement in
accordance with the provisions in Article IX.


                                   ARTICLE IV
                                ALLIANCE PUBLICO

         4.1      Formation of Alliance Publico.

                  4.1.1 If, at the completion of the process set forth in
                  Article III, the Transco Trigger Conditions have been
                  satisfied, the Transmission Owners shall organize Alliance
                  Publico as a for-profit, Delaware corporation. Alliance
                  Publico will be formed as a public utility holding company and
                  will own membership interests in Alliance Transco.

                  4.1.2 In order to facilitate the commencement of operations by
                  Alliance Transco, Alliance Publico will seek to raise capital
                  through an initial public offering of its capital stock and
                  such other public or private debt financing transactions (with
                  persons independent of the Transmission Owners) as deemed
                  appropriate. The goal of Alliance Publico's financing
                  activities will be to:

                                       4





                           (a) raise  sufficient  capital to  finance  the
                           activities  of Alliance  Transco,  including the
                           cost of acquiring the transmission facilities to be
                           divested by Transmission Owners; and

                           (b) provide an ownership base of public stockholders
                           who are independent from the Transmission Users
                           (including the Transmission Owners that will be users
                           of the Transmission System).

                  It is contemplated that Alliance Transco would not commence
                  operations until Alliance Publico has completed a financing
                  transaction which satisfies both of these goals. Until such
                  time, the Transmission Owners would own and direct the
                  activities of Alliance Publico in order to further the
                  completion of such a transaction and the receipt of the
                  necessary governmental approvals. In order to support the
                  initial public offering of capital stock by the Alliance
                  Publico, the Divesting Transmission Owner(s) shall provide a
                  commitment, based on the advice of financial and other
                  advisors, of the proportion of the transmission assets that
                  would be subject to the sale, taking into account such
                  financial, tax, and other factors as appropriate.

                  4.1.3 The Publico Term Sheet sets forth the intended ownership
                  and governance of Alliance Publico. Certain details regarding
                  the organization and structure of Publico will necessarily
                  depend upon the requirements of its investors. Such terms will
                  be subject to negotiation with potential investors prior to
                  the commencement of operations by Alliance Transco. The
                  Publico Term Sheet sets forth certain minimum criteria for
                  Alliance Publico which are intended to insure its independence
                  from the Transmission Users (including the Transmission Owners
                  that will be users of the Transmission System) and viability
                  as a stand alone enterprise. The Transmission Owners
                  contemplate that Alliance Publico will have a certificate of
                  incorporation and bylaws which are appropriate as of the date
                  it is organized for a public company. Prior to its actual
                  operation, the Transmission Owners intend to file with FERC
                  the final corporate documents as a compliance filing for
                  Alliance Publico.


                                    ARTICLE V
                                ALLIANCE TRANSCO

         5.1      Formation of Alliance Transco.

                  5.1.1 If, at the completion of the process set forth in
                  Article III, the Transco Trigger Conditions have been
                  satisfied, the Transmission Owners shall organize Alliance
                  Transco as a for-profit, Delaware limited liability company.

                  5.1.2 Alliance Transco will be a member managed limited
                  liability company. The Transco Term Sheet sets forth the
                  intended ownership and governance of Alliance

                                       5




             Transco.The Transco  Term  Sheet  sets  forth  certain  minimum
             criteria for Alliance  Transco  which are intended to insure that
             it will be managed and  controlled  by Alliance  Publico and will
             maintain  independence from the Transmission Users (including the
             Transmission  Owners  that  will  be  users  of the  Transmission
             System).  The Transco Term Sheet also describes  certain material
             events and actions  which  Alliance  Transco shall not be able to
             undertake without approval of the Divesting  Transmission  Owners
             that become members of Alliance Transco and/or the  Non-Divesting
             Transmission Owners.

         5.2 LLC Agreement. The organization of Alliance Transco will be subject
to the negotiation, execution and delivery of the Alliance Transco LLC
Agreement, which shall set forth the rights, responsibilities and obligations of
the members in form and substance acceptable to the Transmission Owners and
substantially in accordance with the terms described in the Transco Term Sheet.
The Alliance Transco LLC Agreement shall incorporate the definitions used in
Exhibit A, and not contravene the terms and conditions of the Operation
Agreement, the Agency Agreement, the Operating Protocol, the Planning Protocol,
the Pricing Protocol, and the OATT, as the documents may be amended from time to
time. Prior to the actual operation of the Alliance Transco, the Transmission
Owners intend to file with FERC the final corporate documents as a compliance
filing for Alliance Transco.

         5.3 Alliance Transco Operations. Upon formation of the Alliance
Transco, each Non-Divesting Transmission Owner shall execute an Operation
Agreement with the Alliance Transco substantially in the form of Appendix 8, and
each Transmission Owner shall execute an Agency Agreement with the Alliance
Transco substantially in the form of Appendix 9.


                                   ARTICLE VI
                                  ALLIANCE ISO

         6.1      Formation of the Alliance ISO.

                  6.1.1 If at the completion of the process set forth in Article
                  III, the Transco Trigger Conditions have not been satisfied,
                  as determined by a majority of the Transmission Owners, the
                  Transmission Owners and other ISO Members shall organize the
                  Alliance ISO as a non-stock Delaware corporation. Upon receipt
                  of the unanimous consent of the Transmission Owners, the Board
                  of Directors established pursuant to the ISO Bylaws may
                  determine that the initial operation of the Alliance ISO may
                  proceed pursuant to a contractual arrangement with a
                  qualified, existing, operating ISO.

                                       6




                  6.1.2 The Alliance ISO shall not be organized for profit and
                  shall be operated exclusively for the promotion of social
                  welfare, in furtherance of the public policy reflected in the
                  FERC order approving the Alliance ISO and FERC Order No. 888.
                  The Alliance ISO intends to file an application with the
                  Internal Revenue Service for  recognition of exemption from
                  federal taxation pursuant to Section 501 of the Code. No part
                  of the net earnings, if any, of the Alliance ISO shall inure
                  to the benefit of any Transmission Owner or other ISO Member,
                  or any director, officer, employee, or other affiliate of any
                  Transmission Owner, ISO Member or the Alliance ISO itself. The
                  Alliance ISO will be authorized to pay reasonable compensation
                  for services rendered and to make payments or distributions in
                  furtherance of the purposes and objectives set forth in this
                  Agreement and the OATT. No substantial part of the activities
                  of the Alliance ISO shall be in attempting to influence
                  legislation in any jurisdiction. The Alliance ISO shall not
                  participate in or intervene in any political campaign on
                  behalf of any candidate for public office.

                  6.1.3 Notwithstanding any other provision of this Agreement,
                  if the Internal Revenue Service determines that the Alliance
                  ISO qualifies as a tax-exempt corporation under Section 501 of
                  the Code, the Alliance ISO shall not conduct or carry on any
                  activities not permitted to be conducted or carried on by an
                  organization exempt from taxation under such provision of the
                  Code. If the Alliance ISO does not qualify for such tax
                  exemption, the Alliance ISO shall, consistent with its other
                  obligations under this Agreement, take such actions as are
                  reasonably necessary to minimize its federal and state tax
                  obligations.

         6.2      Alliance ISO Operations.

                  6.2.1 Upon formation of the Alliance ISO, each Transmission
                  Owner shall execute an Operation Agreement with the Alliance
                  ISO substantially in the form of Appendix 8 and an Agency
                  Agreement substantially in the form of Appendix 9. Legal and
                  equitable title to the respective properties comprising the
                  transmission facilities, including all real property rights
                  and rights to additional transmission facilities built or
                  acquired by the Transmission Owner, shall remain with each
                  respective Transmission Owner. The respective Transmission
                  Owners shall retain all rights incident to such legal and
                  equitable title, including, but not limited to, the right,
                  subject to applicable federal or state regulatory approvals,
                  to build, acquire, sell, dispose of, use as security, convey
                  any part of their property, or use such property for purposes
                  other than providing transmission services (such as the use of
                  such property for telecommunications or natural gas
                  transportation purposes), provided that the exercise of any
                  such rights shall not impair the reliability of such
                  transmission facilities.

                  6.2.2 The operation of the Alliance ISO shall be governed in
                  accordance with the ISO Bylaws, as amended from time to time.
                  The ISO Bylaws are located in Appendix 4.


                                       7




                                   ARTICLE VII
                  ALLIANCE RTO START UP AND TRANSITION PERIODS

         7.1 Start-up Period and Initial Funding. The Transmission Owners may
select and employ persons or entities to perform such administrative and
start-up functions, and may provide by contribution, loan or otherwise for
sufficient capital to finance such functions, as in their judgment may be
necessary or desirable in respect of the Alliance RTO.

         7.2 Reimbursement of Start-Up Expenditures. Each Transmission Owner may
submit to the Alliance RTO requests for reimbursement of all reasonable and
proper sums expended by such Transmission Owner in connection with the formation
and seeking of governmental approvals in connection with the Alliance RTO. The
Alliance RTO shall be required to make such reimbursements with interest as
computed in accordance with 18 C.F.R. ss. 35.19(a) from and after the date of
submission of reimbursement requests by a Transmission Owner, which shall not be
before the Transmission Service Date.

         7.3 Location for Alliance RTO Operations. The Alliance RTO shall
promptly choose the location for Alliance RTO operations. The Alliance RTO shall
review and give consideration to the report of any independent consultant hired
by the Transmission Owners, by the Alliance RTO or by any stakeholder to
identify and/or evaluate locations for Alliance RTO operations.

         7.4      Transition from Alliance ISO to Alliance Transco.

                  7.4.1 At any time, any Transmission Owner may initiate an
                  evaluation of the Transco Trigger Conditions for the purpose
                  of determining whether to begin a transition to the Alliance
                  Transco structure. Such initiation of the trigger evaluation
                  by the Transmission Owner shall be in the form of a formal
                  notice to the Transmission Owners and the Alliance RTO Board
                  of Directors. Upon receipt of such notice, each Transmission
                  Owner will make an Owner Declaration as described in Article
                  III hereof within 90 days of such request. The objective of
                  this evaluation process will be to determine whether there is
                  sufficient interest among the Transmission Owners to begin the
                  transition from the Alliance ISO to the Alliance Transco
                  structure.

                  7.4.2 In the event that the Transco Trigger Conditions are
                  satisfied in response to an inquiry made under Section 7.4.1
                  hereof, the Transmission Owners will begin the transition to
                  the Alliance Transco structure described in Articles IV and V
                  of this Agreement. When the Alliance Transco becomes
                  operational as an owner and operator of the transmission
                  facilities, the Alliance ISO shall be dissolved and its
                  affairs wound up.

                                       8




                  7.4.3 In the event that an inquiry is made pursuant to Section
                  7.4.1 hereof and the Transco Trigger Conditions are not
                  satisfied, the structure of the Alliance RTO shall continue as
                  the Alliance ISO, described in Article VI of this Agreement.

         7.5      Alliance RTO Transition and Operating Conditions.

                  7.5.1 The Alliance RTO, whether in the form of the Alliance
                  ISO or Alliance Transco, shall be operated in accordance with
                  the Operating Protocol, Planning Protocol, and Pricing
                  Protocol as such may be amended from time to time.

                  7.5.2 The Alliance RTO shall not accept the transfer of
                  operational Transmission System control until after a
                  satisfactory three-month demonstration of simulated
                  operational capability as described in the Operating Protocol.
                  This simulated operation shall be conducted in order to
                  demonstrate to the satisfaction of the Transmission Owners all
                  aspects of the system operation.

         7.6 Regional Power Exchange. The Transmission Owners agree that it is
an objective of the Alliance RTO to cooperate with other entities to facilitate
the development of one or more Regional Power Exchanges as may be proposed by
market participants.


                                  ARTICLE VIII
                                NEW PARTICIPANTS

         8.1 Admission of New Participants. The Transmission Owners agree that
additional parties may be added to this Agreement after the original date of its
execution. Such additional parties must meet minimum qualification criteria as
follows:

         (i)      the entity must have filed with FERC and have in effect an
                  open access transmission tariff or a tariff which FERC has
                  found to be an "acceptable reciprocity tariff" under Order No.
                  888-A;

         (ii)     the entity must own or control transmission facilities  which
                  are physically  interconnected  with the transmission
                  facilities of one or more of the Transmission Owners; and

         (iii)    if the Alliance RTO has commenced operations, the entity must
                  agree to execute an Operation Agreement, unless the entity
                  chooses to become a Divesting Transmission Owner.

Upon notification of a prospective new participant in this Agreement, the
Transmission Owners will promptly meet to formally accept or decline admission.
A simple majority of the Transmission Owners is necessary for acceptance of a
new party to this Agreement. Upon execution of this Agreement by the new party,
such participant will be obligated to tender its share of any payments due
hereunder which payment obligations were incurred on and after November 11,
1998. The Transmission Owners may waive the requirement set forth in clause (ii)
above if allowing the additional party to join in this Agreement will result in
material benefits to the Alliance RTO. Following commencement of operations of
the Alliance Transco, the admission of new Transmission Owners shall be subject
to the terms of the governing documents of such entity.

                                       9


                                   ARTICLE IX
                    TERMINATION OF PARTICIPATION IN ALLIANCE

         The Transmission Owners agree that, prior to the election of the Board
of Directors of Alliance Publico or the Alliance ISO, as applicable, any party
hereto may unilaterally and in its sole discretion withdraw from this Agreement.
Such withdrawal must be effected by written notice to each of the other parties
hereto 30 days prior to the effectiveness of such withdrawal. Before said
withdrawal is effective the party seeking to withdraw must tender its share of
any payments due under this Agreement. Upon withdrawal, the withdrawing party
will forfeit its right to receive any reimbursements or other payments otherwise
due under this Agreement from the Alliance RTO. Following the election of the
Board of Directors of the Alliance Publico or Alliance ISO, the withdrawal of
Transmission Owners will be subject to the terms of the governing documents of
such entity.


                                    ARTICLE X
                               SHARING OF EXPENSES

         The Transmission Owners agree to share on an equal basis all reasonable
costs incurred for carrying out the terms of this Agreement and to bear
currently their own expenses subject to reimbursement pursuant to Section 7.2
for internal work undertaken to that end; provided, however, that the
Transmission Owners shall not bear any expenses of the Alliance RTO that are
incurred after the election of the Board of Directors of Alliance Publico or the
Alliance ISO as applicable. Procedures for cost contributions will be developed
by separate understandings of the Transmission Owners.


                                   ARTICLE XI
                        REGULATORY AND TAX AUTHORIZATIONS

         11.1 Regulatory Approvals. It is intended that execution of this
Agreement by the Transmission Owners will not be subject to any prior Required
Regulatory Approvals either at the federal or the state level. The Transmission
Owners recognize, however, that implementation of the terms of the appendices
hereto and the OATT may be subject to acceptance or approval by the FERC and
possibly other federal and state authorities. In the event that the Required
Regulatory Approvals are deemed to be obtained as provided in this Agreement but
a regulatory authority disapproves, or refuses to approve the exhibits or
appendices hereto in whole or in part, or the OATT or any filing associated
therewith, or imposes any condition upon, or change to, this Agreement or its
exhibits or appendices adverse to any Transmission Owner, in the sole judgment
of such Transmission Owner,

                                       10



then (i) such  Transmission  Owner will  negotiate  in good faith with the other
Transmission  Owners and/or such  regulatory  authority in an attempt to resolve
such disagreements,  and (ii) if such parties are not able to reach agreement in
respect of the matters  deemed  adverse to such  Transmission  Owner during such
period, including any extension thereof consented to by such Transmission Owner,
such  Transmission  Owner shall give  written  notice to the other  Transmission
Owners and this Agreement will be deemed to have  terminated with respect to the
notifying   Transmission  Owner.   Following  such  a  termination,   the  other
Transmission Owners will expeditiously  attempt in good faith to negotiate a new
agreement in respect of the Alliance RTO among themselves.  A Transmission Owner
may be  adversely  affected  within the meaning of this Section 11.1 even if the
regulatory authority in question lacks jurisdiction over such signatory.

         11.2 Tax Approvals. If the Internal Revenue Service or any other
federal or state taxing authority issues any ruling or imposes any requirement
or obligation, in connection with this Agreement adverse to any Transmission
Owner, in the sole judgment of such Transmission Owner, then this Agreement
shall be deemed to have terminated with respect to such Transmission Owner over
which such tax authority has jurisdiction. In that event, the adversely affected
Transmission Owner shall promptly give notice of such termination to the other
parties, and the remaining parties shall expeditiously attempt in good faith to
negotiate a substitute agreement.

                                   ARTICLE XII
                          NON-SEVERABILITY OF AGREEMENT

         This Agreement is entire of itself. The Transmission Owners do not
agree to be bound by some parts hereof and not others. Therefore, no contractual
authorization exists for the parties to go forward with one portion of this
Agreement or one Appendix hereto while not following the remaining terms of this
Agreement.


                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         13.1 Descriptive Headings: Appendices and Exhibits. The descriptive
headings of Articles and other provisions of this Agreement have been inserted
for convenience of reference only and will not define, modify, restrict,
construe or otherwise affect the construction or interpretation of any of the
provisions of this Agreement. In the event of a conflict between this Agreement
and any Appendix or Exhibit hereto, the Appendix or Exhibit shall prevail as the
intent of the parties hereto. In the event of a conflict between this Agreement,
including any Appendices or Exhibit, and the OATT, the OATT shall prevail as to
the intent of the parties hereto.

         13.2 Governing  Law.  This  Agreement  will be  interpreted,
construed and governed by the laws of the State of Delaware, except to the
extent preempted by the laws of the United States of America.

                                       11


         13.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.

         13.4 Successors and Assigns. This Agreement shall inure to the benefit
of, and be binding upon, the Transmission Owners, their respective successors
and assigns permitted hereunder, but shall not be assignable by any of the
Transmission Owners (except by assignment to a wholly-owned affiliate of a
Transmission Owner) by operation of law or otherwise, without the approval of
the remaining parties, which approval shall not be unreasonably withheld. A
Transmission Owner may not assign an obligation under this Agreement to an
assignee that is not capable of fulfilling the assigned obligation. If a
Transmission Owner assigns this Agreement to an affiliated or unaffiliated
entity that is a successor-in-interest to the assigning Transmission Owner's
Transferred Facilities but not to its Non-transferred Transmission Facilities,
the assigning Transmission Owner must assign the obligation to execute an Agency
Agreement contained in Section 5.3 and Section 6.2.1 to the owner of the
Non-transferred Transmission Facilities.

         13.5 No Implied Waivers. The failure of a Transmission Owner to insist
upon or enforce strict performance of any of the specific provisions of this
Agreement at any time will not be construed as a waiver or relinquishment to any
extent of such Transmission Owner's right to assert or rely upon any such
provisions, rights or remedies in that or any other instance, or as a waiver to
any extent of any specific provision of this Agreement.


         13.6 Representations and Warranties. Each Transmission Owner represents
and warrants to the other parties that, as of the date it executes this
Agreement:

         (i) The Transmission Owner is duly organized, validly existing and in
         good standing under the laws of the jurisdiction in which it is
         incorporated.

         (ii) Subject to any necessary approvals by federal and state regulatory
         authorities, the Transmission Owner's participation in this Agreement,
         the execution and delivery by the Transmission Owner of this Agreement
         and the performance of its obligations hereunder have been duly and
         validly authorized by all requisite action on the part of the
         Transmission Owner and do not conflict with any applicable law. This
         Agreement has been duly executed and delivered by the Transmission
         Owner and this Agreement constitutes the legal, valid and binding
         obligation on the part of the Transmission Owner enforceable against it
         in accordance with its terms except insofar as the enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, fraudulent conveyance, moratorium or other similar laws
         affecting the enforcement of creditor's rights generally, and by
         general principles of equity regardless of whether such principles are
         considered in a proceeding at law or in equity.

                                       12


         (iii) There are no actions at law, suits in equity, proceedings or
         claims pending or, to the knowledge of the Transmission Owner,
         threatened against the Transmission Owner before or by any federal,
         state, foreign or local court, tribunal or governmental agency or
         authority that might materially delay, prevent or hinder the
         performance by the Transmission Owner of its obligations hereunder.

         13.7 Further Assurances. Each Transmission Owner agrees that it shall
hereafter execute and deliver such further instruments, provide all information
and take or forbear such further acts and things as may be reasonably required
or useful to carry out the intent and purpose of this Agreement and as are not
inconsistent with the provisions of this Agreement.

         13.8 Delivery of Notices. Notices required under this Agreement shall
be in writing and shall be sent to a Transmission Owner by U.S. mail, overnight
courier, hand delivery, facsimile or other reliable electronic means. Any notice
required under this Agreement shall be deemed to have been given either upon
delivery, if by U.S. mail, overnight courier or hand delivery, or upon
confirmation, if given by telecopier or other reliable electronic means to the
respective Secretary of each of the Transmission Owners at the principal place
of business of such Transmission Owner.

         13.9 Limitations on Liability. No signatory Transmission Owner shall be
liable to any other signatory Transmission Owner for any claim for indirect,
incidental, special, consequential, or exemplary damages, including, but not
limited to, the loss of profits or revenues, cost of financing, loss of goodwill
and cost of replacement power arising from such Transmission Owner's carrying
out, or failing to carry out, any obligations contemplated by this Agreement.

         13.10 Entire Agreement. This Agreement, including any Appendix or
Exhibit to this Agreement, constitute the entire agreement among the
Transmission Owners with respect to the subject matter of this Agreement, and no
previous or contemporary oral or written representations, agreements, or
understandings made by any officer, agent, or employee of any Transmission Owner
shall be binding unless contained in this Agreement, including the Appendices
and Exhibit attached hereto.

         13.11 Good Faith Efforts. Each Transmission Owner agrees that it shall
in good faith take all reasonable actions necessary to permit such Transmission
Owner to fulfill its obligations under this Agreement. Where the consent,
agreement or approval of any Transmission Owner must be obtained hereunder, such
consent, agreement or approval shall not be unreasonably withheld, conditioned
or delayed. To the extent that the jurisdiction of any federal or state
regulatory authority applies to any part of this Agreement and/or the
transactions or actions covered by this Agreement, each Transmission Owner will
cooperate with all other parties to secure any necessary or desirable approval
or acceptance of such regulatory authorities of such part of this Agreement
and/or such transactions or actions. Each Transmission Owner shall notify the
other Transmission Owners of any delay in its ability to fulfill its obligations
under this Agreement or any inability to fulfill its obligations under this
Agreement.

                                       13


         13.12 Third Party Agreements. This Agreement shall not be construed,
interpreted or applied in such a manner as to cause any Transmission Owner to be
in material breach, anticipatory or otherwise, of any agreement (in effect on
the later of the effective date of this Agreement or the date that it becomes a
Transmission Owner under this Agreement) between such Transmission Owner and one
or more third parties who are not parties under this Agreement (regardless of
the inclusion of one or more other parties as parties to such agreement) for the
joint ownership, operation or maintenance of any electrical facilities affected
by this Agreement.

         13.13 No Partnership. This Agreement is not intended, and shall not be
construed, interpreted or applied, to create a partnership or joint venture, and
no Transmission Owner shall be entitled to act as an agent for any other
Transmission Owner with respect to the Alliance RTO.

         13.14 Dispute Resolution. If any dispute arises among any of the
Transmission Owners regarding the terms of this Agreement, it will be resolved
in accordance with these provisions. First the Transmission Owners should
attempt to resolve any said dispute in the normal course of business. If such
efforts are not successful, one or more of the Transmission Owners shall give
written notice to the other Transmission Owners of the dispute and its need for
resolution. Within thirty days of receiving such a notice the Chief Executive
Officer of each of the Transmission Owners shall appoint an officer of his
company to serve as company representative on a negotiation panel. Said panel
shall promptly convene and negotiate in good faith a resolution of the dispute.
If the dispute has not been resolved within sixty days after the panel is
convened, each of the Transmission Owners may avail themselves of any process or
means legally available to them to resolve the dispute.

         13.15 Transmission Owner Participation Agreement. This Agreement
supersedes the Alliance process "Phase III Participation Agreement," effective
November 30, 1998, which was signed by some of the Transmission Owners to
develop this Agreement and filings for the FERC and other governmental agencies.

         13.16 Transmission Owner Consent. Whenever a provision in this
Agreement calls for the consent or approval of, or another determination by, a
majority of the Transmission Owners or some other percentage of the Transmission
Owners which is less that all of the Transmission Owners, such consent, approval
or determination shall be made among the Transmission Owners based on each
Transmission Owner having one vote without regard to the value of their
respective transmission facilities or any other such factor.

         13.17 Effective Date and Termination. This Agreement shall be deemed to
be effective as of the date of its execution and delivery among the initial
signatories hereto. This Agreement will terminate at such time as the Alliance
Transco commences operation or on such earlier date as provided in Article IX or
Article XI or as agreed among each of the Transmission Owners.

         13.18 Amendments. Any amendments shall require unanimous consent of the
Transmission Owners, which consent shall not be unreasonably withheld.

                                       14





                    Signature Page to the Alliance Agreement
                                establishing the
            Alliance Independent Transmission System Operator, Inc.,
                     Alliance Transmission Company, Inc. and
                       Alliance Transmission Company, LLC
                      ------------------------------------






                            American  Electric Power Service Corporation
                                  on Behalf of:

                                  Applachian Power Company
                                  Columbus Southern Power Company
                                  Indiana Michigan Power Company
                                  Kentucky Power Company
                                  Kingsport Power Company
                                  Ohio Power Company
                                  Wheeling Power Company

                            Signature:  /s/ William J. Lhota
                                      ---------------------------

                            Name:           William J. Lhota
                                     ---------------------------

                            Title:     Executive Vice President
                                      ---------------------------

                            Date:            May 27, 1999
                                      ---------------------------





                    Signature Page to the Alliance Agreement
                                establishing the
            Alliance Independent Transmission System Operator, Inc.,
                     Alliance Transmission Company, Inc. and
                       Alliance Transmission Company, LLC
                      ------------------------------------






                                  Consumers Energy Company

                            Signature:  /s/ David W. Joos
                                      ---------------------------

                            Name:           David W. Joos
                                      ---------------------------

                            Title:    President and CEO - Electric
                                      ----------------------------

                            Date:            May 27, 1999
                                      ----------------------------





                    Signature Page to the Alliance Agreement
                                establishing the
            Alliance Independent Transmission System Operator, Inc.,
                     Alliance Transmission Company, Inc. and
                       Alliance Transmission Company, LLC
                      ------------------------------------





                            The Detroit Edison Company

                            Signature:  /s/ Robert L. Buckler
                                     ----------------------------

                            Name:           Robert L. Buckler
                                      ----------------------------

                            Title:  President, DTE Energy Distribution
                                   ------------------------------------

                            Date:             May 27, 1999
                                    -------------------------------





                    Signature Page to the Alliance Agreement
                                establishing the
            Alliance Independent Transmission System Operator, Inc.,
                     Alliance Transmission Company, Inc. and
                       Alliance Transmission Company, LLC
                      ------------------------------------





                            FirstEnergy Corp.
                                  on Behalf of:

                                  The Cleveland Electric Illuminating Company
                                  Ohio Edison Company
                                  Pennsylvania Power Company
                                  The Toledo Edison Company

                            Signature:  /s/ Stanley F. Szwed
                                      ------------------------
                            Name:           Stanley F. Szwed
                                       ------------------------

                            Title:          Vice President
                                      ------------------------

                            Date:            May 27, 1999
                                       ------------------------







                    Signature Page to the Alliance Agreement
                                establishing the
            Alliance Independent Transmission System Operator, Inc.,
                     Alliance Transmission Company, Inc. and
                       Alliance Transmission Company, LLC
                      ------------------------------------





                            Virginia Electric and Power Company

                            Signature:  /s/ James T. Earwood, Jr.
                                      ----------------------------

                            Name:           James T. Earwood, Jr.
                                      ----------------------------

                            Title:     Vice President & General Manager,
                                       Bulk Power Delivery
                                      ----------------------------------

                            Date:             May 27, 1999
                                     -------------------------




                                  AMENDMENT TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



         This Amendment to the Alliance Agreement to Admit Ameren Services
Company, as agent for Union Electric Company (dba AmerenUE) and Central Illinois
Public Service Company (dba AmerenCIPS) (hereinafter referred to collectively as
"Ameren"), executed effective as of the 11th day of January, 2001, is among
American Electric Power Service Corporation, Consumers Energy Company, The
Detroit Edison Company, FirstEnergy Corp., and Virginia Electric and Power
Company ("Original Signatories"), Commonwealth Edison Company and Commonwealth
Edison Company of Indiana, both Exelon Companies ("Commonwealth Edison
Amendment"), The Dayton Power and Light Company ("Dayton Power and Light"),
Illinois Power Company ("Illinois Power"), and Ameren.
         WITNESSETH:

         WHEREAS, on May 27, 1999, the Original Signatories entered into The
Alliance Agreement Establishing The Alliance Independent Transmission System
Operator, Inc., Alliance Transmission Company, Inc., and Alliance Transmission
Company, LLC ("the Alliance Agreement") for the purpose of seeking governmental
approval for the creation of the Alliance Regional Transmission Organization
(Alliance RTO);

         WHEREAS, Article VIII of the Alliance Agreement provides for the
admission of new participants to the Alliance Agreement after the date of its
execution provided that the new participant satisfies the requirements of
section 8.1 and provided that a simple majority of the parties to the Alliance
Agreement agree to the new participation as a party to the Alliance Agreement;

         WHEREAS, Commonwealth Edison was admitted as a participant to the
Alliance Agreement, effective November 28, 2000 pursuant to Article VIII of the
Alliance Agreement.

                                       1



         WHEREAS, Dayton Power & Light was admitted as a participant to the
Alliance Agreement, effective December 4, 2000 pursuant to Article VIII of the
Alliance Agreement;

         WHEREAS, Illinois Power was admitted as a participant to the Alliance
Agreement, effective January 4, 2001 pursuant to Article VIII of the Alliance
Agreement;

         WHEREAS, Ameren desires to become a party to the Alliance Agreement and
to transfer ownership and/or functional control of its facilities to the
Alliance RTO;

         WHEREAS, Ameren requires approval from the Federal Energy Regulatory
Commission (FERC) to withdraw its request for authorization to transfer control
of its facilities to the Midwest Independent System Operator (Midwest ISO) in
order for Ameren to transfer ownership and/or functional control of its
facilities to the Alliance RTO; and

         WHEREAS, the current participants in the Alliance Agreement acknowledge
Ameren meets the criteria for membership in the Alliance RTO and agree to
Ameren's participation, contingent upon its receipt of FERC approval;

         NOW THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned parties agree as follows:

         1. The current participants in the Alliance Agreement agree Ameren
satisfies the requirements of section 8.1 of the Alliance Agreement and further
agree to accept the participation of Ameren as a party to the Alliance Agreement
contingent upon Ameren receiving FERC approval or acceptance for withdrawal of
Ameren's request to transfer its transmission facilities from the Midwest ISO
and any other required regulatory approvals or acceptances necessary for the
release of Ameren's prior commitment to participate in the Midwest ISO.

                                       2



         2. Pending receipt of such approvals and acceptances from FERC, Ameren
shall assume the same rights and obligations as any other party to the Alliance
Agreement, including the obligation to share expenses on an equal basis as set
forth in Article X of the Alliance Agreement. Should Ameren be unable, despite
its good faith efforts, to obtain approvals or acceptances of withdrawal of its
commitment to participate in the Midwest ISO, Ameren will no longer be a party
to the Alliance Agreement and will be entitled to receive reimbursement of its
contribution to expenses in accordance with Section 7.2 of the Alliance
Agreement.

         3. Accordingly, the term "Transmission Owners" as used in the Alliance
Agreement is hereby amended to include Ameren in accordance with the terms set
forth in this Ameren Amendment.

         4. Within thirty (30) days of execution of this Ameren Amendment,
Ameren agrees to pay the sum of $750,000 as its share of expenses incurred to
date in accordance with Article X of the Alliance Agreement.

         5. By their signatures to this Amendment the undersigned  parties,
            reaffirm and ratify the Alliance Agreement as amended herein.

         6. This Ameren  Amendment may be executed in multiple  counterparts,
            each of which shall constitute an original.

         IN WITNESS WHEREOF, the duly authorized representatives of the parties,
intending to be legally bound, have executed this Ameren Amendment effective as
of the date set forth above.

                                       3





                                SIGNATURE PAGE TO

                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION




American Electric Power Service Corporation
         on Behalf of:

         Appalachian Power Company
         Columbus Southern Power Company
         Indiana Michigan Power Company
         Kentucky Power Company
         Kingsport Power Company
         Ohio Power Company
         Wheeling Power Company


Signature:         /s/ J. Craig Baker
                  -------------------------
Name:                  J. Craig Baker
                  -------------------------
Title:               S.V.P. Public Policy
                  -------------------------
Date:                January 11, 2001
                  -------------------------









                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



Commonwealth Edison Company

Signature:         /s/ Pamela B. Strobel
                  -------------------------
Name:                  Pamela B. Strobel
                  --------------------------
Title:                 Vice Chair
                  --------------------------
Date:                  January 11, 2001
                  --------------------------






                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



Consumers Energy Company

Signature:         /s/ David W. Joos
                  --------------------------
Name:                  David W. Joos
                  --------------------------
Title:             President & CEO-Electric
                  --------------------------
Date:                  January 12, 2001
                  --------------------------





                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



The Dayton Power and Light Company

Signature:        /s/ Patricia K. Swanke
                 ---------------------------
Name:                 Patricia K. Swanke
                 ---------------------------
Title:            Vice President, Operations
                 ---------------------------
Date:                 January 19, 2001
                 ---------------------------







                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION




FirstEnergy Corp.
         on Behalf of:

         The Cleveland Electric Illuminating Company
         Ohio Edison Company
         Pennsylvania Power Company
         The Toledo Edison Company


Signature:        /s/ Stanley F. Szwed
                 ---------------------------
Name:                 Stanley F. Szwed
                 ---------------------------
Title:                Vice President
                 ---------------------------
Date:                 January 9, 2001
                 ---------------------------







                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



Illinois Power Company

Signature:        /s/ Larry F. Altenbaumer
                 ----------------------------
Name:                 Larry F. Altenbaumer
                 ----------------------------
Title:             President, Illinois Power
                 ----------------------------
Date:                 January 12, 2001
                 ----------------------------





                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



Virginia Electric and Power Company

Signature:        /s/ Glenn B. Ross
                 ----------------------------
Name:                 Glenn B. Ross
                 ----------------------------
Title:           Director Transmission Policy
                 ----------------------------
Date:                 January 9, 2001
                 ----------------------------







                                SIGNATURE PAGE TO
                                    AMENDMENT
                                       TO
                             THE ALLIANCE AGREEMENT
                           TO ADMIT AMEREN CORPORATION



Ameren Services Company, as Agent for:

         Union Electric Company (dba AmerenUE)
         Central Public Service Company (dba AmerenCIPS)

Signature:        /s/ David A. Whiteley
                 -----------------------------
Name:                 David A. Whiteley
                 -----------------------------
Title:                Vice President
                 -----------------------------
Date:                 January 11, 2001
                 -----------------------------



DC:114459.1