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                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of 
                      the Securities Exchange Act of 1934
 
    Filed by the Registrant / /
    Filed by a Party other than the Registrant /X/
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to Rule 14a-11(c) or
         or Rule 14a-12
 
               KANSAS CITY POWER AND LIGHT COMPANY
- ---------------------------------------------------------------------- 
                (Name of Registrant as Specified In Its Charter) 
 
                    WESTERN RESOURCES, INC.
- ---------------------------------------------------------------------- 
                   (Name of Person(s) Filing Proxy Statement) 
 
Payment of Filing Fee (Check the appropriate box):
 
/ /  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2)
/ /  $500 per  each party  to  the controversy  pursuant  to Exchange  Act
     Rule 14a-6(i)(3)
/ /  Fee computed  on   table  below   per  Exchange   Act  Rules  14a-
6(i)(4) 
     and 0-11

     1) Title of each class of securities to which transaction applies: 
     ------------------------------------------------------------------ 
     2) Aggregate number of securities to which transaction applies: 
      ----------------------------------------------------------------- 
     3) Per unit  price  or  other  underlying  value  of  transaction
          computed pursuant to Exchange Act Rule 0-11:*
      ----------------------------------------------------------------- 
     4) Proposed maximum aggregate value of transaction:
      -----------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
     was determined.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2)  and identify the  filing for which the  offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.
 
     1) Amount Previously Paid:
        ------------------------------------------------------------ 
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------ 
     3) Filing Party:
        ------------------------------------------------------------ 
     4) Date Filed:
        ------------------------------------------------------------ 
/x/  Filing fee paid with preliminary filing.

The following information will be presented to industry analysts and KCPL
shareholders beginning May 8, 1996:



  Western
  Resources(r)
     and
     KCPL

The common-sense
combination



  Western
  Resources(r)
     and
     KCPL

The common-sense
combination

Superior merger in all
respects

o SMART
 ... a better deal for ALL
 
o SOUND
 ... a stronger union
 
o STRATEGIC
      ... a better fit

o VISIONARY
      ... a better future



  Western
  Resources(r)
     and
     KCPL

The common-sense
combination

Recent Activities

o WR tightened its collar, resulting in a 
  projected post-merger dividend of $1.95 -
  $2.11 per KCPL share, assuming 
  12/31/97 closing

o WR mailed its definitive proxy materials
  and BLUE proxy card beginning 5/4/96

o WR continues preparation of final
  exchange offer (preliminary prospectus
  was mailed with proxy material)

o KCPL/UCU announced its "intention to
  recommend" a post-merger dividend of
  $1.85 per KCPL share



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination


Critical issue:  Stock value/dividend

Western Resources' Offer           UtiliCorp's Offer

o Indicated dividend increase      o Intent to recommend
  to $1.95 to $2.11 per              a dividend of $1.85
  share following the close          following the close
  of the merger*                     of the merger

o 17% price premium**              o No premium

o Tax-free transaction             o Tax-free transaction

* Based on Western Resources projected annual dividend of $2.14 per share
in 1998

** Prices at market closing April 12, 1996, which was the last trading day
before announcement of Western Resources' offer

Both proposed transactions are conditioned
     upon pooling of interests accounting




  Western
  Resources(r)
     and
     KCPL

  The common-sense 
  combination

Calculation of stock price and
dividends to KCPL shareholders--
current annual dividends

          Western   Exchange  Stock     Premium   Dividend  Increase
          Stock     Ratio     Value     to KCPL   to KCPL   in KCPL
          Price     WR/KCPL   to KCPL   April 12  Holders/1 Dividend/1

          $27.00    0.985     $26.59    11.4%     $2.03     30.1%
           27.50    0.985      27.08    13.4%      2.03     30.1%
           28.00    0.985      27.58    15.5%      2.03     30.1%
          ----------------------------------------------------------
Collar     28.43    0.985      28.00    17.3%      2.03     30.1%
           28.50    0.982      28.00    17.3%      2.02     29.5%
           29.00    0.966      28.00    17.3%      1.99     27.5%
           29.50    0.949      28.00    17.3%      1.96     25.6%
           30.00    0.933      28.00    17.3%      1.92     23.3%
           30.50    0.918      28.00    17.3%      1.89     21.2%
Collar     30.77    0.910      28.00    17.3%      1.88     20.2%
          ----------------------------------------------------------
           31.00    0.910      28.21    18.2%      1.88     20.2%
           31.50    0.910      28.66    20.1%      1.88     20.2%
           32.00    0.910      29.12    22.0%      1.88     20.2%
           32.50    0.910      29.57    23.9%      1.88     20.2%
           33.00    0.910      30.03    25.8%      1.88     20.2%
           33.50    0.910      30.48    27.7%      1.88     20.2%

     1/ Based on current annual dividends of $2.06 for Western Resources
        and $1.56 for KCPL



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Calculation of stock price and projected
dividends to KCPL shareholders --
post-merger indicated dividends

          Western   Exchange  Stock     Premium   Dividend  Increase
          Stock     Ratio     Value     to KCPL   to KCPL   in KCPL
          Price     WR/KCPL   to KCPL   April 12  Holders/1 Dividend/1

          $27.00    0.985     $26.59    11.4%     $2.11     13.9%
           27.50    0.985      27.08    13.4%      2.11     13.9%
           28.00    0.985      27.58    15.5%      2.11     13.9%
          ----------------------------------------------------------
Collar     28.43    0.985      28.00    17.3%      2.11     13.9%
           28.50    0.982      28.00    17.3%      2.10     13.6%
           29.00    0.966      28.00    17.3%      2.07     11.7%
           29.50    0.949      28.00    17.3%      2.03      9.8%
           30.00    0.933      28.00    17.3%      2.00      7.9%
           30.50    0.918      28.00    17.3%      1.97      6.2%
Collar     30.77    0.910      28.00    17.3%      1.95      5.2%
          ----------------------------------------------------------
           31.00    0.910      28.21    18.2%      1.95      5.2%
           31.50    0.910      28.66    20.1%      1.95      5.2%
           32.00    0.910      29.12    22.0%      1.95      5.2%
           32.50    0.910      29.57    23.9%      1.95      5.2%
           33.00    0.910      30.03    25.8%      1.95      5.2%
           33.50    0.910      30.48    27.7%      1.95      5.2%

     1/ Based on projected 1998 post-merger dividend of $2.14 as forecasted
        in Western's proposed exchange offer

     2/ Based on proposed 1998 post-merger indicated dividend of $1.85 as
announced in
        the UtiliCorp deal



  Western
  Resources(r)
     and
     KCPL

  The common-sense 
  combination

Implied Value of
Competing KCPL Offers

Last two years (April 1994 - Current)

[Line Graph)
[Line plotting the effect the exchange ratio would have had if the merger
of WR and KCPL had been effected on that date based on the closing price of
Western Resources' common stock closing price each month from April 1994 to
December 1995, Weekly stock price from January 19, 1996 to April 12, 1995
and Daily stock prices from April 14, 1996 to May 6, 1996]

Based on WR's price
and exchange ratio of
0.910 to 0.985

[Line plotting the effect the exchange ratio would have had if the merger
of UtiliCorp and KCPL had been effected on that date based on the closing
price of UtiliCorp's common stock closing price each month from April 1994
to December 1995, Weekly stock price from January 19, 1996 to April 12,
1995 and Daily stock prices from April 14, 1996 to May 6, 1996]

Based on
UtiliCorp's price
and exchange
ratio of 0.912

Line showing plotting the stock price of KCPL's common stock closing price
each month from April 1994 to December 1995, Weekly stock price from
January 19, 1996 to April 12, 1995 and Daily stock prices from April 14,
1996 to May 6, 1996

WR's offer, had it been in effect the past
two years, would have yielded superior
stock value compared to KCPL's stock
performance and the UtiliCorp deal.

[Legend]
KCPL [solid line]
WR Offer to KCPL  [dashed line]
UCU Offer to KCPL  [dotted line]

(Monthly data April '94 - December '95; Weekly data 1/19/96 - 4/12/96;
Daily data 4/11/96 - 5/6/96


 
  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Equivalent Dividends from
Competing KCPL Offers

Historical and Projected Dividend Levels

[Line Graph]

[line plotting the top of the range for dividends per share of common stock
based on the exchange offer and WR's historical dividends for the WR offer
from 1992 to 1995 and line plotting the top of the range for dividends per
share of common stock based on the exchange offer and WR's projected
dividends for the WR offer from 1998 to 2000]

Range based on WR's                     Range based on WR's dividend
dividend and exchange                   projected and exchange ratio of
ratio of 0.910                          0.910 to 0.985

[line plotting the bottom of the range for dividends per share of common
stock based on the exchange offer and WR's historical dividends for the WR
offer from 1992 to 1995 and line plotting the bottom of the range for
dividends per share of common stock based on the exchange offer and WR's
projected dividends for the WR offer from 1998 to 2000]


[line plotting dividends per share of common stock based on the exchange
offer and UtiliCorp's historical dividends for the UtiliCorp offer from
1992 to 1995 and line plotting dividends per share of common stock based on
the exchange offer and combination of UtiliCorp and KCPL's projected
dividends for the UtiliCorp offer from 1998 to 2000]

Based on UCU's                          UCU announced
dividend and                            dividend of $1.85
exchange ratio of                       assuming
0.912                                   $0.04 annual
                                        annual increase

[line plotting the KCPL dividend from 1998 to 2000]

WR's offer, had it been in effect the past
two years, would have yielded superior
dividends compared to KCPL's dividend
and the UtiliCorp deal.  WR offers greater 
dividend value following the merger.

[legend]
KCPL - solid line
WR Offer to KCPL - dotted line
UCU Offer to KCPL - dashed line



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Customer advantages

Critical issue: Rate impact

       Western Resources' Offer                 UtiliCorp's Offer

   KCPL rates decrease $21 million        KCPL rates decrease $16 million
   per year (30 percent better than       per year
   UtiliCorp's plan)

   No electric rate increase for five     No electric rate increase for
   years                                  five years

   KGE rates decrease $10 million per
   year


KCPL, KGE and KPL rates will all be below
current national average within seven years

under the Western Resources plan



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Electric Rates

Cents/KWH

[Bar Graph]

Three bars showing WR's, KCPL, and WR/KCPL residential electric rate at
slightly below 8 cents. Line above showing national average residential
rate of 8.83 cents.

Three bars showing WR's, KCPL, and WR/KCPL commercial electric rate at less
than 7 cents. Line above showing national average commercial rate of 7.85
cents.

Three bars showing WR's, KCPL, and WR/KCPL industrial electric rate at less
than 4.5 cents. Line above showing national average industrial rate of 4.85
cents.

Three bars showing WR's, KCPL, and WR/KCPL average retail electric rate at
less than 7.1 cents. Line above showing national average retail rate of
7.13 cents.

[Legend]
WR - Blue
KCPL - Yellow
WR/KCPL - Green
National Average - Line



Employee advantages

Critical issue:  Job security/job opportunities

 Western Resources' Offer                 UtiliCorp's Offer

   No layoffs                             No commitment

   Job opportunities with Western         Involuntary severance  
   Resources business units relocated     programs announced by
   to Kansas City and Wichita             UCU as recently as
                                          June 1995 10q


Western Resources can accomplish, based on
previous KPL/KGE merger experience:
o Normal attrition (2-3% per year)
o Controlled hiring
o Work management
o Early retirement
o Employment growth in non-regulated segments



  Western
  Resources(r)
     and
     KCPL
  The common-sense combination

Community advantages

Critical issue:   Charitable giving/
                  economic development


       Western Resources' Offer                 UtiliCorp's Offer

   Maintain Western Resources/KCPL's      Current corporate giving
   level of civic and charitable          "substantially comparable" for
   giving for five years                  only two years

The WR/KCPL combination results in a
   stronger community presence and a
   coordinated economic effort focused
   on growth



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Western Resources'
strategic position

o "We regard Western Resources'
management among the most
innovative in the industry, a
characteristic that will become
increasingly important as the
industry becomes more
competitive."
          --Edward Tirello
               Senior Vice President
               and Global Utilities Analyst
            NatWest Securities
               December 22, 1995



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Western Resources'
strategic position

o Our objectives
     o Leading energy and energy-related services provider in America
     o Superior sustained shareholder value

o Our track record
     o Four-year average annual shareholder return of 12.4%
     o Solid dividend performance
          o Annual increases
          o 70-75% payout ratio
     o Demonstrated success with strategic combinations/investments



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Western Resources'
strategic position

o Our current position
     o Strong core business
          o Integrated energy solutions
          o Low-cost profile

     o Significant regional presence
          o Leading electric wholesaler
          o Leading natural gas marketer

     o Developing branded identity




  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Western Resources'
strategic position

o Our future
     o Strategic national competitor
          o Focus on market expansion
          o Energy and Security
          o ADT

     o Selective international investments
          o The Wing Group
          o 8,000 MW under development
            (China, Middle East, Southeast Asia)
          o Minimize risk with optional investments

     o Western Resources' strategic plan
       complements KCPL's plan
          o Integrated, low-cost production
          o Strong credit
          o Sensible, strategic investments



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

UtiliCorp's strategic position

o Asset growth through diverse acquisitions

o Appears to be less concerned with near-term
  earnings, dividend payout, and credit quality

o Appears to be less concerned with system
  integration

o Striving to create brand identity in advance of
  actual competitive sales



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

UtiliCorp's "Growth" Story

                              1993      1994      1995

"Energy-related
other assets (millions)       $972      $1,127    $1,786

Return on Investment          -4.2%     3.6%      1.6%

Since 1992, UCU has recorded more than
$120 million in writeoffs

Conclusion:  Phantom Growth, Illusory Profits

Calculated based on UtiliCorp Annual Reports to shareholders



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Strategic Results

                                                     WR         UtiliCorp

   Four-year annualized total return to            12.4%           8.3%
   shareholders*

   Current bond ratings**                          A-/A3         BBB/Baa3

   1995 financial results***
     Total Debt/Total Capital                       47%            61%

     Payout ratio                                   74%            100%

     Return on average equity                      11.1%           8.4%

     *  Since completion of the March 31, 1992 KPL/KGE merger
    **  Source:  S&P's and Moody's published reports
   ***  Source:  1995 Annual Reports

Conclusion: Western Resources is a stronger company, a growing company and
a better strategic fit with KCPL



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Better geographic match


    [U.S. Map]


                 o      Western Resources
                     
                 o      Kansas City Power & Light's Electric
                     
                        System
                    
                 o      UtiliCorp's Electric System



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

  Operational synergies:
  joint ownership of generating properties

  Western Resources:
        o WR and KCPL jointly own Wolf Creek (under a separate operating
          company) and LaCygne generating plants --  More than $2.2 billion 
          in common plants
     
        o WR and KCPL share about 100,000 customers
          in 26 communities

  UtiliCorp
        o No common plants with KCPL

        o Few common customers
          with KCPL

[picture of power plant]



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Operational synergies
transmission interconnections

[map of Kansas and Missouri]

All of Western Resources' and Kansas City Power & Light's electric
operations are directly interconnected at high voltage through FIVE 345 kV
lines.

Only one of UtiliCorp's electric divisions is directly interconnected with
Kansas City Power & Light through TWO 345 kV lines.

[legend]

Western Resources - blue dot
Kansas City Power & Light - yellow dot
UtiliCorp - red dot



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

10 year savings (net)


                                        WR/KCPL          UCU/KCPL*
                                    ($ in Millions)   ($ in Millions)

   Generation

      Electric Dispatch                   $65                $107
      Capacity Deferrals                   57                 162
      Other Generation                    117                  46

   Field Operations                       106                  36
   Purchasing Economies (non-fuel)        239                  51

   Corporative & Administrative:

      Information Services                133                 109

      Other Administrative &
      General
        (net of costs to achieve)         326                 125

   TOTAL                               $1,043               $ 636

  *   Source:  UCU/KCPL Kansas Corporation Commission merger application



  Western
  Resources(r)
     and
     KCPL

  The common-sense 
  combination

Synergies comparison to 
announced transactions

[Bar Graph]
Potential reductions
(% of Total Company)

Low 3.4%
Average 8.5%
High 11.0%
WR/KCPL 7.3%

[Bar Graph]
Nonfuel O&M
Savings -- Year 5
(% of Nonfuel
Expenses)

Low 5.0%
Average 9.5%
High 15.3%
WR/KCPL 10.7%

[Bar Graph]
Fuel Savings -- Year 5
(% of Fuel Expenses)

Low 0.0%
Average 1.0%
High 3.8%
WR/KCPL 1.2%

Information based on the last nine transactions
prior to WR/KCPL offer

Source:  Deloitte and Touche study of regulatory filings



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Where do the savings go...

[Bar Graph]

WR/KCPL
$1,043 million

$310  Customers 30%
$250  Accelerated depreciation 24%
$88   Transaction costs 8%
$220  Add'l dividends to KCPL shareholders*  21%
$175  Retained earnings  17%

* Based on Western Resources' April 26, 1996 stock price and current annual
dividend levels.

[BAR Graph]

UCU/KCPL
$636 million

$225 Customers  35%
$250 Accelerated depreciation  39%
$ 30 Transaction costs 5%
$131 Retained earnings 21%



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Western Resources
Regulatory Plan

o Before offer to KCPL
     o Accelerate Wolf Creek depreciation by $50
       million per year, for seven years
     o Gas rate increase of $36 million (granted
       $33.8 million)
     o Balance of depreciation covered by internal
       cost savings and extending transmission and 
       distribution lives
     o KGE rate reductions of $8.7 million per year
       growing to $61 million per year

o With KCPL offer
     o Continue all of the above
     o Accelerate Wolf Creek depreciation by an
       additional $50 million per year, for five years
     o $21 million rate reduction to KCPL customers
     o $10 million additional KGE rate reduction
     o Virtual parity of KCPL and KGE rates -- to below
       current national average within seven years



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination
  
Impact of Western Resources's
regulatory plan on Wolf Creek 
investment

[BAR Graph]

Wolf Creek Nuclear Generating Station ($ per KW)

1995 1,867
1996 1,773
1997 1,679
1998 1,585
1999 1,491
2000 1,397
2001 1,303
2002 1,209
2003 1,119
2004 1,021
2005 927
2006 833
2007 739



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Simpler regulatory approval


                                                                      *
               Western/KCPL                             UtiliCorp/KCPL
   o   Federal Energy Regulatory           o Federal Energy Regulatory
       Commission                            Commission      
   o   Kansas Corporation Commission       o Kansas Corporation Commission
   o   Missouri Public Service Commission  o Missouri Public Service
                                             Commission
   o   Nuclear Regulatory Commission       o Nuclear Regulatory Commission
   o   Hart-Scott-Rodino                   o Hart-Scott-Rodino

                                           o Colorado Public Service
                                             Commission
                                           o Iowa State Utility Board
                                           o Michigan Public Service
                                             Commission
                                           o Minnesota Public Utility
                                             Commission
                                           o W. Virginia Public Service 
                                             Commission
                                           o British Columbia Utilities
                                             Commission
                                           o Treasury of Australia
                                           o New Zealand Investment
                                             Commission

* Source: UCU/KCPL joint proxy statement



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Combined company profile*


                           Western                               Merged
     KS, MO, OK           Resources              KCPL            Company

      Electric
     Customers               600,000              430,000        1,030,000

   Gas Customers             650,000               0             650,000

  Annual Revenues       $1.57 billion        $886 million     $2.46 billion

       Assets           $5.49 billion        $2.88 billion    $8.37 billion

    Transmission
  (miles of line)              6,300                1,700       8,000

     Generating
      Capacity                 5,240                3,103         8,343
        (MW)

* Source:  1995 Annual Reports and FERC Form 1



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Combined company
financial forecast

                                 1998            1999            2000
 (dollars in thousands, except per share amounts)

 Operating revenues            $2,663,371      $2,726,047     $2,799,694
 Operating expenses             2,193,688       2,241,227      2,316,283
 Transaction costs                 88,000              --             --
 Operating income                 381,683         484,820        483,411
 Other income and deductions       65,943          94,531        100,599
 Income before interest charges   447,626         579,351        584,010

 Interest charges                 216,531         210,379        206,877

 Net income                       231,095         368,972        377,133

 Preferred and preference dividends 1,129           1,129          1,129
 Earnings applicable to 
    common stock                 $229,966        $367,843       $376,004

 Average common shares 
    outstanding                   126,732         128,020        128,020
 Earnings per common share          $1.81           $2.87          $2.94
 Earnings per common share excluding
   costs to achieve savings and
   transaction costs                $2.64           $2.89          $2.94

 Dividends per share                $2.14           $2.18          $2.22

Projected dividends per share
  to KCPL shareholders
          Low                       $1.95           $1.98         $2.02
          High                      $2.11           $2.15         $2.19



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Projected merger timeline

o Western Resources definitive
  proxy and preliminary 
  exchange offer                        Mailed May 4

o KCPL shareholder vote
  rejected or postponed                 May 22

o Western exchange
  offer effective                       May 30 - June 30

o Western receives 90% +                After effective date
  KCPL stock tendered                   of exchange offer
          OR
o Western negotiates with
  KCPL Board                            ''        ''
          OR
o Western seeks removal of
  KCPL Board                            ''       ''

o Western completes merger              August 1997 -
  with KCPL                             December 1997



  Western
  Resources(r)
     and
     KCPL

The common-sense 
combination

Summary

     To be able to take advantage of
     what we believe is the 
     financially superior Western
     Resources merger offer --

     Vote "AGAINST"  the UtiliCorp
     deal on the BLUE proxy card.

A registration statement relating to the Western Resources securities
referred to in this letter has been filed with the Securities and Exchange
Commission but has not yet become effective.  Such securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective.  This letter shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.



The preceding material contains forecasts, projections, and other forward-
looking statements, that are based on the unaudited forecasted financial
data included in Western Resources' preliminary prospectus dated April 22,
1996, with respect to the exchange offer.  All such information is subject
to the assumptions and variables described in the preliminary prospectus.  


This ad runs in the national run of the Wall Street Journal Thursday, May
9; the Kansas City Star Wednesday, May 8; the Topeka Capital Journal
Wednesday, May 8; and the Wichita Eagle Wednesday, May 8:

                        ATTENTION KCPL SHAREHOLDERS
                            THE BLUE PROXY CARD
                             GIVES YOU FREEDOM
                               OF CHOICE AND
                             BETTER DIVIDENDS.

                                 [PICTURE]

The board of directors of KCPL is trying to prevent you from considering
the Western Resources' offer.  Western Resources believes that KCPL
shareholders deserve to make the choice for themselves.  The BLUE proxy
card that you have received gives you the freedom to consider the Western
Resources' offer.  When you sign the BLUE proxy card and vote "AGAINST" the
UtiliCorp merger, you are voting to have the chance to accept a better
deal.  It's that simple.  Even if you've already mailed a white proxy card,
you have every legal right to change that vote by signing, dating, and
mailing your BLUE proxy card today.  

[PICTURE]

Vote AGAINST UtiliCorp with the BLUE proxy card.  YOU CAN TURN OFF THE
UTILICORP/KCPL MERGER
For more information, call Georgeson & Company, Inc., assisting us toll-
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                             Western Resources

Western Resources has filed exchange offer materials with the Securities
and Exchange Commission and intends to make its offer directly to
shareholders of KCPL as soon as its registration statement has been
declared effective by the S.E.C.

A registration statement relating to the Western Resources securities
referred to in these materials has been filed with the Securities and
Exchange Commission but has not yet become effective.  Such securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.  These materials shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.



The following is correspendence sent to KCPL:

John E. Hayes, Jr. 
Chairman of the Board and 
Chief Executive Officer

May 8, 1996


Mr. A. Drue Jennings
Chairman & CEO
Kansas City Power & Light Company
1201 Walnut
Kansas City, MO  64141

Dear Drue,

     Your comments regarding the "collar" associated with our $28 per share
offer for KCPL, although inaccurate in our opinion, indicate that you
recognize the importance to KCPL shareowners of the level of dividend that
will result from a merger.

     The announcement made today regarding intended dividend action by you
and UtiliCorp confirms that you understand that priority.  However, we
believe that announcement will serve more to confuse KCPL shareowners than
to create any real benefit for them.

     To make it clear to you and the KCPL shareowners that we have a
commitment to providing superior value, our Board of Directors has approved
the following improvement in the offer already made to the KCPL Board and
announced to the KCPL shareowners on April 22.  The improvement changes the
minimum exchange ratio in the collar from .833 to .91 Western Resources'
common share per KCPL common share.  As a result, the lowest annual
equivalent indicated dividend rate for KCPL shareholders would be $1.88
based on our current $2.06 dividend rate.  It also improves the opportunity
for increased share value should Western Resources' stock price increase
beyond the tighter collar.  The other terms of our offer remain the same.

     Because our offer represents a substantial improvement to the
KCPL/Western Resources merger, we would expect your Board will want to
reconsider our offer.  Naturally, as the time until your annual meeting
gets shorter, we must continue to move forward with our communications with
the KCPL shareowners.  Therefore, we would appreciate your response no
later than the end of the day May 8, 1996.

     As always, we are prepared to meet with you and your Board to discuss
this or any other aspect of our offer.

                              Sincerely,



                              John E. Hayes, Jr.
                              Chairman and Chief Executive Officer


Western Resources, Inc., 818 Kansas Avenue, P.O. Box 889, Topeka, Kansas
66601-0889
1-800-527-2495
http://www.wstnres.com



The following is correspondence sent to Western Resources shareholders:

John E. Hayes, Jr. 
Chairman of the Board and 
Chief Executive Officer

May 3, 1996

Dear Western Resources' Shareowner,

     As we told you one week ago, we are entering a very active phase in
our effort to combine with Kansas City Power & Light.

     During this period, I want you to know that the value of your Western
Resources' investment and the strength of your dividend is at the forefront
of our consideration.

     Be assured every step we are taking in this effort is designed to
increase the value of Western Resources.

     Thank you for all the support you have given us in this effort.

                              Sincerely,
                              

                              John E. Hayes, Jr.
                              Chairman and Chief Executive Officer


Western Resources, Inc., 818 Kansas Avenue, P.O. Box 889, Topeka, Kansas
66601-0889
1-800-527-2495
http://www.wstnres.com