8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

June 9, 2006

AMEREN CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Missouri	1-14756	43-1723446
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement

On June 8, 2006, the Nominating and Corporate Governance Committee of the Board of Directors of Ameren Corporation (“Ameren”) recommended, and on June 9, 2006, the Board of Directors of Ameren ("Board”) approved, effective June 9, 2006, the following changes to the compensation for non-management directors: (i) an increase in the base cash annual retainer from $20,000 to $50,000 and (ii) an increase in the fee for each Board Committee meeting attended from $1,000 to $1,500.

These changeswererecommended and approved on the basis of a third party consultant’s report on director compensation at peer companies of Ameren. A summary sheet setting forth the compensation for non-management directors of Ameren is attached as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number:   Title:

10.1   Summary Sheet of Ameren Corporation Non-Management Director Compensation

SIGNATURE

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 hereunto duly authorized.

AMEREN CORPORATION

(Registrant)

/s/ Martin J. Lyons                  

 Martin J. Lyons

 Vice President and Controller

 (Principal Accounting Officer)

Date: June 12, 2006

Exhibit Index

Exhibit No.	Description
10.1	Summary Sheet of Ameren Corporation Non-Management Director Compensation

EX-10.1

Exhibit 10.1

Summary Sheet of Ameren Corporation Non-Management Director Compensation

Compensation
$50,000	Base cash annual retainer payable in twelve equal installments;
1,000 Shares	Shares of the Company’s common stock to be awarded to new Directors upon election and annually to all Directors on or about January 1 of each year;
$1,500	Fee for attendance (in person or telephonically) at each meeting of the Board;
$1,500	Fee for attendance (in person or telephonically) at each meeting of Board Committees;
$10,000	Additional annual cash retainer for Lead Director;
$15,000	Additional annual cash retainer for Audit Committee Chairman;
$10,000	Additional annual cash retainer for Human Resources Committee Chairman;
$10,000	Additional annual cash retainer for Nominating and Corporate Governance Committee Chairman;
$10,000	Additional annual cash retainer for Nuclear Oversight Committee Chairman;
$10,000	Additional annual cash retainer for Public Policy Committee Chairman;
$5,000	Additional annual cash retainer for Audit Committee members; and
	Customary and usual travel expenses to be reimbursed.