SCHEDULE 13G

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Type of Filing: Amendment
Amendment No.: 1
Name of Issuer: USEC Inc

Title of Class of Securities: Common
CUSIP Number: 90333E108

Is a fee being paid with this statement:   (   )Yes    (X)No
1)   Name of Reporting Person: Scudder Kemper Investments, Inc.
1a) S.S. or I.R.S. Identification No. of above person:  13 3241232
2)   Check the appropriate box if member of a group: (  )a ( )b

3)   SEC Use Only:

4)   Citizenship or Place of Organization:  Delaware
Number of shares beneficially owned by each reporting person with:

5)   Sole Voting Power: 1,761,450
6)   Shared Voting Power: 2,689,080
7)   Sole Dispositive Power: 7,804,466

8)   Shared Dispositive Power: 1,380

9)   Aggregate amount beneficially owned by each reporting person: 7,805,846
10)  Does aggregate amount (Item #9) exclude certain shares: ( ) Yes    (X) No
11)  Percent of Class represented by amount in Item No. 9: 8.6
12)  Type of Reporting Person:  IA

SCHEDULE 13G
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CUSIP No.: 90333E108

Item 1a) Name of Issuer: USEC Inc

Item 1b) Address of Issuer's Principal Executive Offices:
2 Democracy Center, 903 Rockledge Drive, Bethesda, MD 20817

Item 2a) Name of Person Filing:  Scudder Kemper Investments, Inc.

Item 2b) Address of Principal Business Office or, if none, Residence:
345 Park Avenue, New York, New York 10154

Item 2c) Citizenship:  Delaware

Item 2d) Title of Class of Securities: Common

Item 2e) CUSIP Number: 90333E108

Item  3)  If this statement if filed pursuant to Rules 13d 1(b), or 13d-2(b),
check whether the person filing is a:
(a) __   Broker of Dealer registered under Section 15 of the Act
(b) __   Bank as defined in Section 3(a)(6) of the Act
(c) __   Insurance Company as defined in Section 3(a)(19) of the Act
(d) __   Investment Company registered under Section 8 of the Investment
Company Act
(e) XX   Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f) __   Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see 240.13d-1(b)(1)(ii)(F)
(g)  __  Parent Holding Company, in accordance with 240.13d-1(b)(1)(ii)(G)
(Note: See Item 7)
(h)  __Group, in accordance with 240.13d-1(b)(1)(ii)(H)

SCHEDULE 13G
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CUSIP No.: 90333E108

Item 4)   OWNERSHIP: If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of the date and identify those shares which there is a right to
acquire.
a)   Amount Beneficially Owned: 7,805,846
b)   Percent of Class: 8.6
c)   Number of shares as to which each person has:
Sole power to vote or to direct the vote: 1,761,450
Shared power to vote or to direct the vote: 2,689,080
Sole power to dispose or to direct the disposition of: 7,804,466
Shared power to dispose or to direct the disposition of: 1,380

Item 5) OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check ( )Yes (X)No

Item 6) OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: If any
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities, a
statement to the effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such person should be
identified. A listing of the shareholders of an Investment Company registered
under the Investment Company Act of 1940 or the beneficiaries of any employee
benefit plan, pension fund or endowment fund is not required.

Item 7) IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: If a parent holding
company has filed this schedule, pursuant to Rule 13d1(b)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.

SCHEDULE 13G
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CUSIP No.: 90333E108

Item 8) IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: If a group
has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item
3(h) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to Rule
13d1(c), attach an exhibit stating the identity of each member of the group.

inapplicable

Item 9) NOTICE OF DISSOLUTION OF GROUP: Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.

inapplicable

Item 10) CERTIFICATION: The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

DATE: January 28, 2000

SIGNATURE:

NAME/TITLE:  Robert A. Rudell, Chief Operating Officer