01-13252. Filings Under the Public Utility Holding Company Act of 1935, as amended (“Act”)

May 21, 2001.

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by, June 15, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declaration(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After June 15, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Ameren Corporation (70-8945)

Ameren Corporation (“Ameren”), 1901 Chouteau Avenue, St. Louis, Missouri 63103, a registered holding company, filed with this Commission a post-effective amendment to its previously filed application-declaration under sections 6(a), 7, 9(a), 9(c)(3), 10 and 13(b) under the Act and rules 42, 54, 80-91, 93 and 94 under the Act.

By order dated Dec. 30, 1997 in this proceeding (HCAR No. 26809), the Commission authorized Ameren, among other things, to acquire Union Electric Company (“UE”) and Central Illinois Public Service Company (“CIPS”), each of which is an electric and gas utility company (“Merger”). Together, UE and CIPS provide retail and wholesale electric service to approximately 1.5 million customers and retail natural gas service to approximately 300,000 customers in a 24,500 square-mile area of Missouri and Illinois.

In addition, the Commission authorized Ameren to retain the direct and indirect nonutility subsidiaries and investments of UE and CIPSCO Incorporated, CIPS' parent company, subject to certain exceptions. Specifically, the Commission conditioned its approval for the Merger on the commitment of Ameren to reduce the voting interest or investment of Union Electric Development Corporation (“UEDC”), a subsidiary of UE, of CIPSCO Investment Company (“CIPSCO Investment”), a subsidiary of CIPSCO Incorporated, and of CIPSCO Venture Company (“CIPSCO Venture”), an indirect subsidiary of CIPSCO Incorporated, in certain limited liability companies. Ameren committed to reduce its indirect ownership in these limited liability companies to below five percent within three years of the date of the Commission's order, so that these entities would not constitute “affiliates” of Ameren under the Act. In no case is UEDC or CIPSCO Venture the managing member of any of the limited liability companies that are the subject of this commitment.

By supplement order dated Dec. 13, 2000 (HCAR No. 27299), the Commission granted Ameren an extension until June 30, 2001 to comply with its commitment to sell down these limited liability interests. Currently, Ameren indirectly holds five percent or more of the membership interests of the following limited liability companies:

St. Louis Equity Funds & Housing Missouri, Inc.—UEDC and CIPSCO Investment have interested or committed to invest in varying percentages (not greater than 23%) in ten separate investment funds (“St. Louis Funds”) formed to make investments in low income housing properties that qualify for federal tax credits. Four of the St. Louis Funds in existence at the time of the merger were organized as limited liability companies. The manger is a not-for-profit company that is not in any way affiliated with Ameren;

Effingham Development Building II Limited Liability Company—CIPSCO Venture holds a 40% membership interest in this entity, which owns a manufacturing facility that is leased to an industrial customer. This investment was intended to promote industrial development within CIPS's service territory. Agracel Inc., an unaffiliated third party, is the managing member;

Mattoon Enterprise Park, LLC—CIPSCO Venture owns a 20% interest in this limited liability company, which purchased farmland that was used in the development of an industrial park within the boundaries of the City of Mattoon. This investment was made to promote industrial development activity in CIPS's service territory in order to, among other things, increase industrial load. Agracel Inc. is the managing member; and

MACC, LLC—CIPSCO Venture owns a one-third interest in this limited liability company which purchased land and developed an industrial facility for lease to two industrial tenants in the park. Agracel Inc. is the managing member.

Ameren now requests that the Commission relieve Ameren of its commitment to sell down these limited liability company interests and make further findings permitting Ameren to retain these interests indefinitely.

For the Commission by the Division of Investment Management, pursuant to delegated authority.

Jonathan G. Katz,

Secretary.