SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27721; 70-10106)

Ameren Corp. et al.

Supplemental Order Authorizing Additional Money Pool Participant; Release of Jurisdiction

September 15

Ameren Corporation ("Ameren"), St. Louis, Missouri, a registered public-utility holding company under the Public Utility Holding Company Act of 1935, as amended ("Act"), Union Electric Company, d/b/a AmerenUE ("AmerenUE"), an electric and gas utility company, Ameren Services Company ("Ameren Services"), a service company subsidiary, Ameren Energy, Inc., Ameren ERC, Inc., Ameren Energy Marketing Company, Ameren Energy Fuels and Services Company, and AFS Development Company, LLC, all of which are "energy-related companies" within the meaning of rule 58 under the Act, Ameren Development Company and Ameren Energy Resources Company, which are intermediate nonutility holding companies, Ameren Energy Development Company and Ameren Energy Generating Company, which are "exempt wholesale generators" within the meaning of Section 32 of the Act ("EWGs"), Ameren Energy Communications, Inc., an "exempt telecommunications company" within the meaning of section 34 of the Act, Illinois Materials Supply Co., an "enterprise zone" company formed to purchase goods and equipment for Ameren's EWG subsidiaries, and Union Electric Development Company, a wholly owned non-utility subsidiary of AmerenUE that engages in various energy-related businesses and invests in affordable housing projects; Central Illinois Public Service Company d/b/a AmerenCIPS ("AmerenCIPS"), an electric and gas utility subsidiary of Ameren, and its wholly owned nonutility subsidiary, CIPSCO Investment Company, which invests in, among other things, affordable housing projects; CILCORP Inc. ("CILCORP"), an exempt holding company Peoria, Illinois; the following direct and indirect subsidiaries of CILCORP: Central Illinois Light Company ("CILCO"), an electric and gas utility company, AmerenEnergy Resources Generating Company (formerly known as Central Illinois Generation, Inc.), an EWG formed by CILCO to acquire substantially all of CILCO's generating assets, CILCORP Investment Management, Inc., which, through subsidiaries manages CILCORP's investments in equipment lases, affordable housing projects and non-regulated independent power projects, CILCORP Ventures, Inc., which through its subsidiary, CILCORP Energy Services, Inc., provides energy-related services and products, QST Enterprises, Inc., which through subsidiaries provides energy and related services in non-regulated retail and wholesale markets, including utility operations and management services to industrial customers of CILCO, and CILCO's wholly owned non-utility subsidiaries, CILCO Exploration and Development Company and CILCO Energy Corporation, which are engaged in, respectively, exploration and development of gas and oil and other mineral resources and research and development activities relating to new sources of energy; and AmerenEnergy Medina Valley Cogen (No. 4), L.L.C. ("AmerenEnergy Medina Valley"), a limited liability company, its direct and indirect wholly owned nonutility subsidiaries, AmerenEnergy Medina Valley Cogen (No. 2), an intermediate nonutility subsidiary, and AmerenEnergy Medina Valley Cogen, L.L.C., an EWG, and AmerenEnergy Medina Valley Operations, L.L.C., which provides operating services to AES Medina Valley Cogen, L.L.C., ("Applicants" or "Ameren System") have filed a post-effective amendment ("Present Application") to a prior application/declaration ("Prior Application"), under sections 6(a), 7, 9(a)(1), 9(c)(3), 10, 12(b), 12(c) and 12(f) of the Act and rules 40, 42, 43, 45 and 54 under the Act.

Applicants request that the Commission issue a supplemental order releasing jurisdiction over and authorizing AmerenCILCO's participation in the Ameren System Utility Money Pool ("Utility Money Pool").

I. Background

Ameren directly owns all of the issued and outstanding common stock of AmerenUE and AmerenCIPS, and indirectly through CILCORP, an exempt holding company, owns all of the issued and outstanding common stock of AmerenCILCO.¹ Together, AmerenUE, AmerenCIPS and AmerenCILCO provide retail and wholesale electric service to approximately 1.7 million customers and retail natural gas service to approximately 500,000 customers in parts of Missouri and Illinois.

II. Requested Authorization

By order dated February 27, 2003 (Holding Co. Act Release No. 27655) ("Money Pool Order"), the Commission, among other things, authorized Ameren, AmerenUE, AmerenCIPS and Ameren Services to continue their participation in the Utility Money Pool and, to the extent not exempt under rules 45(b) and 52, to extend credit to each other through the Utility Money Pool. The Commission reserved jurisdiction under the Money Pool Order over (among other matters) a proposal by AmerenCILCO to become a participant in the Utility Money Pool, pending completion of the record by receipt of an order of the Illinois Commerce Commission ("ICC"). On July 9, 2003, the ICC authorized AmerenCILCO to participate in and make borrowings under the Utility Money Pool on the same terms previously approved by the ICC in connection with applications by AmerenUE and AmerenCIPS, as summarized in the Money Pool Order. AmerenCILCO now requests that the Commission issue a supplemental order releasing jurisdiction over and authorizing AmerenCILCO's participation in the Utility Money Pool. Borrowings by AmerenCILCO under the Utility Money Pool will be exempt under rule 52(a).

In addition, to the extent required, the Applicants request approval for a modification to the Utility Money Pool Agreement. Specifically, the Utility Money Pool Agreement specifies that funds in excess of those needed for borrowings by Utility Money Pool participants at any time shall be invested in certain specified short-term instruments, including, among others, "such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder." At the request of the ICC staff, AmerenUE, AmerenCIPS and AmerenCILCO agreed to make one modification to this provision. Under the Utility Money Pool Agreement, as proposed to be amended, surplus funds may be invested in "such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder but only if also permitted by either applicable rule or order by each state commission having jurisdiction over such investments or by applicable statutes of each such state."²

Applicants also request that the Commission correct the record to confirm that Ameren Energy, a direct wholly owned nonutility subsidiary of Ameren, may participate in the Ameren System Non-State Regulated Subsidiary Money Pool (the "Non-State Regulated Subsidiary Money Pool"). Ameren Energy's name was inadvertently omitted from the list of nonutility subsidiaries for whom authority to participate in the Non-State Regulated Subsidiary Money Pool was sought.³

The proposed transactions are subject to rule 54, which provides that, in determining whether to approve the issue or sale of any securities for purposes other than the acquisition of an EWG or "foreign utility company" ("FUCO") or other transactions unrelated to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of subsidiaries of a registered holding company that are EWGs or FUCOs if rule 53(a), (b) and (c) are satisfied. Under rule 53(a), the Commission shall not make certain specified findings under sections 7 and 12 in connection with a proposal by a holding company to issue securities for the purpose of acquiring the securities of or other interest in an EWG, or to guarantee the securities of an EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) of that rule are met, provided that none of the conditions specified in paragraphs (b)(1) through (b)(3) of rule 53 exists. These standards are met.

Ameren's "aggregate investment" (as defined in rule 53(a)(1)) in EWGs as of March 31,2003 was $421,408,655, or approximately 23.8% of Ameren's "consolidated retained earnings" (also as defined in rule 53(a)(1)) for the four quarters ended March 31, 2003 ($1,767,489,637). Ameren does not currently hold an interest in any FUCO.

As required by rule 53(a)(2), Ameren will maintain books and records enabling it to identify investments in and earnings from each EWG and FUCO in which it directly or indirectly acquires and holds an interest. Ameren will cause each domestic EWG in which it acquires and holds an interest, and each foreign EWG and FUCO that is a majority-owned subsidiary, to maintain its books and records and prepare its financial statements in conformity with U.S. generally accepted accounting principles. All of those books and records and financial statements will be made available to the Commission, in English, upon request.

As required by rule 53(a)(3), no more than 2% of the employees of Ameren's domestic utility subsidiaries will, at any one time, directly or indirectly, render services to EWGs and FUCOs.

As required by rule 53(a)(4), Ameren will submit a copy of each Application/Declaration relating to investments in EWGs and FUCOs and copies of any related Rule 24 certificates, as well as a copy of Ameren's Form U5S, to each of the public service commissions having jurisdiction over the retail rates of Ameren's domestic utility subsidiaries.

In addition, Ameren states that the provisions of rule 53(a) are not made inapplicable to the authorization requested in the Present Application by reason of the occurrence or continuance of any of the circumstances specified in rule 53(b). Rule 53(c) is inapplicable by its terms.

Fees, expenses and commissions in connection with the Present Application are estimated not to exceed amount of $1,000. The participation of AmerenCILCO in the Utility Money Pool has been approved by the ICC. No other state commission and no federal commission, other than the Commission, has jurisdiction over any of the transactions proposed in the Application.

IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that the Present Application be, and hereby is, granted and permitted to become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act.

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

¹ Ameren completed its acquisition of all of the issued and outstanding common stock of CILCORP, the direct parent of AmerenCILCO, from The AES Corporation on January 31, 2003, in accordance with the Commission's order in File No. 70-10078. See Ameren Corporation, et al., Holding Co. Act Release No. 27645 (Jan. 29, 2003).

² Applicants submit that because this change merely adds a further restriction on the investment of surplus funds in instruments that would otherwise be permitted by section 9(c) and rule 40, no formal approval for the change by the Commission is needed.

³ Ameren Energy was a participant in the Ameren System Non-Utility Money Pool, which has been renamed the Non-State Regulated Subsidiary Money Pool, was identified in the Prior Application as an Applicant in this proceeding, and was named as a party to the form of Non-State Regulated Subsidiary Money Pool Agreement that was filed as Exhibit B-2 to the Prior Application. However, Ameren Energy's name was inadvertently omitted from the list of non-utility subsidiaries for whom authority to participate in the Non-State Regulated Subsidiary Money Pool was sought.