EXHIBIT D-8(a)

                                                      STATE OF MISSOURI
                                                 PUBLIC SERVICE COMMISSION

                                           At a session of the Public Service
                                                Commission held at its office
                                                in Jefferson City on the 10th
                                                day of March, 2005.




In the Matter of the Application of Union Electric    )
Company, Doing Business as AmerenUE, for an           )
Order Authorizing the Sale, Transfer and              )
Assignment of Certain Assets, Real Estate, Leased     )  CASE NO. EO-2004-0108
Property, Easements and Contractual Agreements        )  ---------------------
to Central Illinois Public Service Company, Doing     )
Business as AmerenCIPS, and, in Connection            )
Therewith, Certain Other Related Transactions         )


                     ORDER DENYING APPLICATION FOR REHEARING
                     ---------------------------------------
                      AND GRANTING MOTION FOR CLARIFICATION
                      -------------------------------------

         On February 18, 2005, the Office of the Public Counsel filed its Second
Application for Rehearing. Pursuant to Section 386.500, RSMo 2000, the
Commission shall grant a rehearing if in its judgment there is sufficient reason
to do so. Public Counsel has not provided sufficient reason for the Commission
to grant a rehearing, and the Commission will deny the application for
rehearing.

         Also on February 18, Union Electric Company d/b/a AmerenUE filed a
motion for clarification. AmerenUE states that it believes it will be impossible
to timely receive all necessary regulatory approvals for the changes to the
Joint Dispatch Agreement (JDA) required in the Report and Order on Remand. The
Report and Order on Remand, at Ordered Paragraph 4, required AmerenUE to "amend





its [JDA] to provide that profits from off-system sales are shared on the basis
of generation output rather than based on load."

         AmerenUE states that it has a deadline of April 22, 2005, pursuant to
its contract with Noranda Aluminum, Inc., by which it must advise Noranda
whether or not it will be able to serve Noranda's load pursuant to that
contract. AmerenUE also states that the contract provides that service to
Noranda will begin on June 1, 2005, if the Commission grants approval in Case
No. EA-2005-0180. AmerenUE does not believe that it will receive all necessary
approvals for amending the JDA in time to meet those dates.

         The Report and Order on Remand does not explicitly require that
modifications to the JDA gain all necessary approvals and be implemented before
the transaction closes. It requires the JDA amendments, and authorizes the Metro
East transfer, but does not require that the latter be completed before the
former can take place. AmerenUE asks that the Commission clarify that the Report
and Order on Remand allows it to proceed with closing the Metro East transfer,
even though all regulatory approvals have not been granted, and the
modifications to the JDA have not been implemented. AmerenUE also states, that
for ratemaking purposes in future rate cases, the Commission should deem the
first JDA amendment to have been made by the AmerenUE as of the date the Metro
East transfer is closed. AmerenUE states that it is willing to quantify and
maintain accounting records of the impact the first JDA amendment would have had
if it would have been in effect on the date of the Metro East transfer.

         On March 9, 2005, in response to a Commission order, AmerenUE provided
additional information about the process of modifying the JDA. AmerenUE stated


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that the only regulatory approval required would be from the Federal Energy
Regulatory Commission (FERC), that AmerenUE had not yet applied to the FERC for
approval, and that it could not make any valid prediction of the amount of time
it might take to obtain approval from the FERC.

         No party responded to AmerenUE's motion for clarification. The request
is reasonable, since Missouri ratepayers are completely protected even if the
FERC does not approve the JDA amendment, or if approval is delayed until after
AmerenUE rates are changed in a future proceeding. The Commission will grant
AmerenUE's motion for clarification.

         IT IS THEREFORE ORDERED:

         1. That the application for rehearing filed by the Office of the Public
Counsel on February 18, 2005, is denied.

         2. That the Motion for Clarification filed by Union Electric Company
d/b/a AmerenUE on February 18, 2005, is granted, and Union Electric Company
d/b/a AmerenUE shall quantify and maintain accounting records of the impact the
first Joint Dispatch Agreement amendment would have had if the amendment had
been in effect on the date of the Metro East transfer.


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         3. That this order shall become effective on March 10, 2005.


                                           BY THE COMMISSION


                                           DALE HARDY ROBERTS
                                           SECRETARY/CHIEF REGULATORY LAW JUDGE


( S E A L )


Davis, Ch., Murray and Appling, CC., concur
Gaw and Clayton, CC., dissent

Mills, Deputy Chief Regulatory Law Judge



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