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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:
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     2) Form, Schedule or Registration Statement No.:
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     3) Filing Party:
        ------------------------------------------------------------ 
     4) Date Filed:
        ------------------------------------------------------------ 
 
/x/  Filing fee paid with preliminary filing.



The following letter was mailed to KCPL shareholders:

July 26, 1996



Dear KCPL Shareowner:

     All the mailings...all the brochures...all the ads... come down to one
simple question:  Which Company provides the better partner for KCPL to grow
your dividends and investment?

     Let's look at the record.

     As the attached information indicates, UtiliCorp's record is not what
KCPL management would lead you to believe.  In fact, we believe it is a record
you'll want to avoid.

          UtiliCorp has a record of no growth in earnings per
          share over the last 10 years, major write offs and
          poorly performing investments.

          UtiliCorp had to get special permission from its bank
          to avoid default on its loans.

          UtiliCorp has written off $120 million in bad
          investments.

     Compare the UtiliCorp record to Western Resources' 72 year history of
keeping promises.

          Western Resources has paid dividends every year since its
          founding in 1924, and has increased dividends every year
          for the last 20 years.

          Since 1992, Western Resources has delivered total returns
          to shareowners (through stock price appreciation and
          dividends) nearly 50 percent greater than UtiliCorp. 
          This information comes directly from the annual reports
          of the two companies.

          Western Resources has a record of growing shareowner
          value and coupling innovation with sound business 
          decisions.

     It's your investment-Do you really want to give up $4 per share and up
to a 27 percent increase in projected dividends* for this?

     Western Resources' offer is viable and achievable.  That's why nearly
all independent industry analysts have praised it as a superior offer to
UtiliCorp's.  Here's what some are saying.

     "Western Resources has a proven track record of successfully working
     through utility mergers in the recent past in a way that creates
     shareholder value and benefits for ratepayers.  Because of this, we have
     a great deal of confidence that the management can accomplish similar
     success in a merger with KLT."  [KLT=KCPL] Barry M. Abramson, CFA,
     Prudential Securities, July 25, 1996.

     "UCU's recent acquisitions have diluted shareholder value.  Given the
     lower rate of return on these incremental investments,...a dividend
     reduction may be more likely under a UCU-KLT combination in our view
     than under a WR-KLT combination."  (Emphasis added.) [UCU-UtiliCorp]
     John Edwards, Redwood Securities Group, Inc., July 25, 1996.

     We believe that UtiliCorp needs KCPL.  We do not believe, however, that
KCPL shareowners need the poor financial performance of UtiliCorp.  The future
of your investment is at stake.  Don't accept what is, in our opinion, an
inferior transaction with UtiliCorp.

     How can you protect your investment in KCPL?

     To preserve your opportunity to choose what we believe to be the better
transaction, VOTE AGAINST the proposed transaction with  UtiliCorp by signing,
dating and returning the enclosed GOLD proxy card today.

     I look forward to serving you as one of the owners of this new company,
which we are convinced will be strongly positioned for the future.

Sincerely,



John E. Hayes, Jr.
Chairman of the Board
  and Chief Executive Officer
     
     
*Based upon Western Resources' $31 exchange offer, assumimg Western Resources'
average share price is between $28.18 and $33.23 at the time of closing;   
Western Resources' projected post-merger 1998 dividend rate of $2.14 per
share; the exchange ratio in Western Resources' offer; and closing stock
prices on July 25, 1996.

This letter is neither an offer to exchange nor a solicitation of an offer to
exchange shares of common stock of KCPL. Such offer is made solely by the
Prospectus dated July 3, 1996, and the related Letter of Transmittal, and is
not being made to, nor will tenders be accepted from or on behalf of, holders
of shares of common stock of KCPL in any jurisdiction in which the making of
such offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdictions where securities, blue sky or other 
laws require such offer to be made by a licensed broker or dealer, such 
offer shall be deemed to be made on behalf of Western Resources, Inc. 
by Salomon Brothers Inc or one or more registered brokers or dealers 
licensed under the laws of such jurisdiction.


                                                        
The following national press release was issued:

KCC STAFF, WESTERN RESOURCES REACH AGREEMENT IN RATE CASE
     
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
     
       TOPEKA, Kansas, July 26 , 1996 -- Western Resources today announced 
   it has reached a settlement agreement with the Kansas Corporation 
   Commission (KCC) staff regarding rate decreases for its KPL and KGE 
   customers while it moves forward to merge with the Kansas City Power & 
   Light Company.
      "We are pleased that together with the KCC staff we have struck the 
   balance of providing immediate savings for our customers while doing so 
   in a fiscally prudent manner," said John E. Hayes, Jr., Western 
   Resources chairman of the board and chief executive officer. "The 
   agreement reached today allows us to meet competitive forces in our 
   industry and continue with our business plans to be a national leader in 
   energy services and products." 
      Details of the settlement include a $37.3 million rate reduction for 
   KGE customers and an $8.7 million reduction for KPL customers upon KCC 
   approval. In January 1998, KGE customers will receive an additional $10 
   million rate reduction.
      "Importantly, the KCC staff's initial rate reduction recommendation 
   has been touted by KCPL as a possible stumbling block in our offer to 
   merge with them," said Hayes. "We've been saying
     
   p. 2 -- SETTLEMENT
   all along the issue was a matter of timing and implementing rate 
   decreases in a sound, businesslike manner. Now, Western Resources has 
   been proved right."
      The agreement reached today supports Western Resources' projected 
   earnings calculations for a Western Resources/KCPL merged company. KCPL 
   shareowners will receive $31 for every share of KCPL common stock, and a 
   projected dividend between $2.00 and $2.35 per share at the close of the 
   merger.*
      With the reduction agreed upon today, KGE rates will fall to nine 
   percent below the national average.  KPL rates, already 27 percent below 
   the national average, drop another two percent. Western Resources also 
   has agreed to keep retail electric rates stable for five years.
      "We continue to believe our offer for KCPL is the most valuable for 
   shareowners," said Hayes. "Reaching this agreement validates our beliefs 
   and confirms the viability of our offer. Now that we have resolution of 
   this issue, we're continuing to make a Western Resources/KCPL 
   combination a reality."
      Today's agreement will be presented to the KCC. Following KCC 
   approval, the rate reductions will be immediately implemented.
                         
      Western Resources (NYSE:WR) is a diversified energy company. Its 
   utilities, KPL and KGE, operating in Kansas and Oklahoma, provide 
   natural gas service to approximately 650,000 customers and electric 
   service to approximately 600,000 customers. Through its subsidiaries, 
   Westar Business Services, Westar Consumer Services, Westar Capital, and 
   The Wing Group, energy-related products and services are developed and 
   marketed in the continental U.S., and offshore.
      For more information about Western Resources and its operating 
   companies, visit us on the Internet at http://www.wstnres.com.
     
      This news release is neither an offer to exchange nor a solicitation 
   of an offer to exchange shares of common stock of KCPL. Such offer is 
   made solely by the Prospectus dated July 3, 1996, and the related Letter 
   of Transmittal, and is not being made to, nor will tenders be accepted 
   from or on behalf of, holders of shares of common stock of KCPL in any 
   jurisdiction in which the making of such offer or the acceptance thereof 
   would not be in compliance with the laws of such jurisdiction. In any 
   jurisdictions where securities, blue sky or other laws require such 
   offer to be made by a licensed broker or dealer, such offer shall be 
   deemed to be made on behalf of Western Resources, Inc. by Salomon 
   Brothers Inc or one or more registered brokers or dealers licensed under 
   the laws of such jurisdiction.
     
      *Dividend per KCPL share is based upon Western Resources' projected 
   post-merger 1998 annual dividend rate of $2.14 per share of Western 
   Resources common stock and the exchange ratio in Western Resources' 
   offer. Price per KCPL share (payable in Western Resources common stock) 
   assumes that Western Resources' average share price is between $28.18 
   and $33.23 at the time of closing.



                                                   
The following regional press release was issued:

KCC STAFF, WESTERN RESOURCES
REACH AGREEMENT IN RATE CASE
     
KPL RATES TO DROP $8.7 MILLION,
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
     
       TOPEKA, Kansas, July 26 , 1996 -- Western Resources today announced 
   it has reached a settlement agreement with the Kansas Corporation 
   Commission (KCC) staff regarding rate decreases for its customers while 
   it moves forward to merge with the Kansas City Power & Light Company.
      "We are pleased that together with the KCC staff we have struck the 
   balance of providing immediate savings for our customers while doing so 
   in a fiscally prudent manner," said John E. Hayes, Jr., Western 
   Resources chairman of the board and chief executive officer. "The 
   agreement reached today allows us to meet competitive forces in our 
   industry and continue with our business plans to be a national leader in 
   energy services and products."
      With the reduction agreed upon today, KPL electric rates, already 27 
   percent below the national average, drop another two percent, giving KPL 
   electric retail customers a savings of approximately $12 annually based 
   on 750 kwh consumption monthly.
      Other details of the settlement include an immediate $37.3 million 
   rate reduction for KGE customers and another $10 million reduction  in 
   January 1998. At that time, KGE rates will fall to nine percent below 
   the national average.
     
   p. 2 -- SETTLEMENT
      "Importantly, the KCC staff's initial rate reduction recommendation 
   has been touted by KCPL as a possible stumbling block in our offer to 
   merge with them," said Hayes. "We've been saying all along the issue was 
   a matter of timing and implementing rate decreases in a sound, 
   businesslike manner. Now, Western Resources has been proved right."
      The agreement reached today supports Western Resources' projected 
   earnings calculations for a Western Resources/KCPL merged company. KCPL 
   shareowners will receive $31 for every share of KCPL common stock, and a 
   projected dividend between $2.00 and $2.35 per share at the close of the 
   merger.*
      "We continue to believe our offer for KCPL is the most valuable for 
   shareowners," said Hayes. "Reaching this agreement validates our beliefs 
   and confirms the viability of our offer. Now that we have resolution of 
   this issue, we're continuing to make a Western Resources/KCPL 
   combination a reality."
      Today's agreement will be presented to the KCC. Following KCC 
   approval, the rate reductions will be immediately implemented.
                         
      Western Resources (NYSE:WR) is a diversified energy company. Its 
   utilities, KPL and KGE, operating in Kansas and Oklahoma, provide 
   natural gas service to approximately 650,000 customers and electric 
   service to approximately 600,000 customers. Through its subsidiaries, 
   Westar Business Services, Westar Consumer Services, Westar Capital, and 
   The Wing Group, energy-related products and services are developed and 
   marketed in the continental U.S., and offshore.
      For more information about Western Resources and its operating 
   companies, visit us on the Internet at http://www.wstnres.com.
     
      This news release is neither an offer to exchange nor a solicitation 
   of an offer to exchange shares of common stock of KCPL. Such offer is 
   made solely by the Prospectus dated July 3, 1996, and the related Letter 
   of Transmittal, and is not being made to, nor will tenders be accepted 
   from or on behalf of, holders of shares of common stock of KCPL in any 
   jurisdiction in which the making of such offer or the acceptance thereof 
   would not be in compliance with the laws of such jurisdiction. In any 
   jurisdictions where securities, blue sky or other laws require such 
   offer to be made by a licensed broker or dealer, such offer shall be 
   deemed to be made on behalf of Western Resources, Inc. by Salomon 
   Brothers Inc or one or more registered brokers or dealers licensed under 
   the laws of such jurisdiction.
     
      *Dividend per KCPL share is based upon Western Resources' projected 
   post-merger 1998 annual dividend rate of $2.14 per share of Western 
   Resources common stock and the exchange ratio in Western Resources' 
   offer. Price per KCPL share (payable in Western Resources common stock) 
   assumes that Western Resources' average share price is between $28.18 
   and $33.23 at the time of closing.


                                                    
The following regional press release was issued:

   KANSAS CORPORATION COMMISSION STAFF, WESTERN RESOURCES 
   REACH AGREEMENT IN RATE CASE
     
   KGE CUSTOMERS TO BENEFIT;
   $56 MILLION RATE REDUCTION PACKAGE
     
     
       WICHITA, Kansas, July 26, 1996 -- Western Resources today announced 
   it has reached an agreement with the Kansas Corporation Commission (KCC) 
   staff which will lower rates for KGE customers by $56 million.
      "We are pleased that this settlement agreement allows us to 
   accelerate the lowering of rates for KGE customers," said William B. 
   Moore, chairman and president of KGE.  "Our intent since 1992 has been 
   to reduce rates for KGE customers.  At the time of the merger with KPL 
   in 1992, KGE canceled a planned $40 million rate increase, rates were 
   frozen for three years, and Western Resources provided $32 million in 
   merger rebates.  In addition to the interim $8.7 million rate reduction 
   for KGE customers implemented a few months ago, and the reduction agreed 
   upon today, KGE rates fall to nine percent below the national average."
      Details of the settlement include an additional $37.3 million rate 
   reduction for KGE customers upon KCC approval.  In January 1998, KGE 
   customers will receive an additional $10 million rate 
   - MORE -
     
   p. 2 -- KGE CUSTOMER RATE REDUCTION
   reduction. The current $8.7 million interim rate reduction, which was 
   effective May 23, also will become permanent resulting in a total $56 
   million rate reduction for KGE customers.  Western Resources also has 
   agreed to keep retail electric rates stable for five years.
      "We are pleased that together with the KCC staff we have struck the 
   balance of providing immediate savings for our customers while doing so 
   in a fiscally prudent manner," said Moore.
      "The agreement reached today allows us to meet competitive forces in 
   our industry, continue with our business plans to be a national leader 
   in energy services and products, and move forward in our merger with 
   KCPL," said John E. Hayes, Western Resources chairman of the board and 
   chief executive officer.
      "Importantly, the KCC staff initial rate reduction recommendation has 
   been touted by KCPL as a possible stumbling block in our offer to merge 
   with them," said Hayes.  "We've been saying all along the issue was a 
   matter of timing and implementing rate decreases in a sound businesslike 
   manner.  Now Western Resources has been proved right."
      The agreement reached today supports Western Resources' projected 
   earnings calculations for a Western Resources/KCPL merged company. 
   Shareowners will receive $31 for every share of KCPL common stock, and a 
   projected dividend between $2.00 and $2.35 per share at the close of the 
   merger.*
      "We continue to believe our offer for KCPL is the most valuable for 
   shareowners," said Hayes.  "Reaching this agreement validates our 
   beliefs and confirms the viability of our offer.   
   - MORE -
     
   p. 3 -- KGE CUSTOMER RATE REDUCTION
   Now that we have resolution of this issue, we're continuing to make a 
   Western Resources/KCPL combination a reality."
      Today's agreement will be presented to the KCC.  Following KCC 
   approval, the rate reductions will be immediately implemented.
                         
      Western Resources (NYSE:WR) is a diversified energy company. Its 
   utilities, KPL and KGE, operating in Kansas and Oklahoma, provide 
   natural gas service to approximately 650,000 customers and electric 
   service to approximately 600,000 customers. Through its subsidiaries, 
   Westar Business Services, Westar Consumer Services, Westar Capital, and 
   The Wing Group, energy-related products and services are developed and 
   marketed in the continental U.S., and offshore.
      For more information about Western Resources and its operating 
   companies, visit us on the Internet at http://www.wstnres.com.
     
      This news release is neither an offer to exchange nor a solicitation 
   of an offer to exchange shares of common stock of KCPL. Such offer is 
   made solely by the Prospectus dated July 3, 1996, and the related Letter 
   of Transmittal, and is not being made to, nor will tenders be accepted 
   from or on behalf of, holders of shares of common stock of KCPL in any 
   jurisdiction in which the making of such offer or the acceptance thereof 
   would not be in compliance with the laws of such jurisdiction. In any 
   jurisdictions where securities, blue sky or other laws require such 
   offer to be made by a licensed broker or dealer, such offer shall be 
   deemed to be made on behalf of Western Resources, Inc. by Salomon 
   Brothers Inc or one or more registered brokers or dealers licensed under 
   the laws of such jurisdiction.
     
     
   *  Dividend per KCPL share is based upon Western Resources' projected 
   post-merger 1998 annual dividend rate of $2.14 per share of Western 
   Resources' common stock and the exchange ratio in Western Resources' 
   offer.  Price per KCPL share (payable in Western Resources common stock) 
   assumes that Western Resources' average share price is between $28.18 
   and $33.23 at the time of closing.

 
                                                       
The following advertisment was sent to KCPL shareholders on July 26, 1996 and
will be used in newspapers:

ATTENTION KCPL SHAREOWNERS:

WHAT DO YOU REALLY KNOW ABOUT UTILICORP?
_________________________________________________________________

     Had no growth in earnings per share over the last 10 years (pg. 57, 1995
     UtiliCorp Annual Report).

     Had to get special permission from its bank to avoid default on its
     loans (pg. 33, 1995 UtiliCorp Annual Report).

     Has written off $120 million in bad investments (pg. 45 & 46, 1995; pg.
     46, 1994 UtiliCorp Annual Reports).

     Has $1.8 billion in investments that earned less than 3% (pg. 54, 1995
     UtiliCorp Annual Report).

     Has a pending shareowners' securities fraud lawsuit against it over
     investment write-offs and embezzlement (Alpern v. UtiliCorp United,
     Inc., Dkt. 92-CU-38, USDC Western District of Missouri).

Do you really want to give up $4 per share and up to a 27% increase in
projected dividends* for this?

Vote AGAINST the Proposed Merger With UtiliCorp.  Vote No On The GOLD PROXY
CARD.

[logo]
Western Resources

If you have any questions on our offer, call Georgeson & Company, assisting us
at 1-800-223-2064, or access our web site at http://www.wstnres.com.
  

This advertisement is neither an offer to exchange nor a solicitation 
of an offer to exchange shares of common stock of KCPL. Such offer is 
made solely by the Prospectus dated July 3, 1996, and the related Letter 
of Transmittal, and is not being made to, nor will tenders be accepted 
from or on behalf of, holders of shares of common stock of KCPL in any 
jurisdiction in which the making of such offer or the acceptance thereof 
would not be in compliance with the laws of such jurisdiction. In any 
jurisdictions where securities, blue sky or other laws require such 
offer to be made by a licensed broker or dealer, such offer shall be 
deemed to be made on behalf of Western Resources, Inc. by Salomon 
Brothers Inc or one or more registered brokers or dealers licensed under 
the laws of such jurisdiction.   



                                                       
The following employee update was issued to Western Resources' employees:

July 26, 1996
     
KCC STAFF, WESTERN RESOURCES REACH AGREEMENT IN RATE CASE;          
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
     
Western Resources today announced it has reached a settlement agreement with
the Kansas Corporation Commission (KCC) staff regarding rate decreases for its
KPL and KGE customers while it moves forward to merge with the Kansas City
Power & Light Company.

"We are pleased that together with the KCC staff we have struck the balance of
providing immediate savings for our customers while doing so in a fiscally
prudent manner," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "The agreement reached today allows us to
meet competitive forces in our industry and continue with our business plans
to be a national leader in energy services and products." 

Details of the settlement include a $37.3 million rate reduction for KGE
customers and an $8.7 million reduction for KPL customers upon KCC approval.
In January 1998, KGE customers will receive an additional $10 million rate
reduction.

"This settlement agreement allows us to accelerate the lowering of rates 
for KGE customers," said Hayes.  "Our intent since 1992 has been to reduce 
rates for KGE customers.  At the time of the merger with KPL in 1992, KGE 
canceled a planned $40 million rate increase, rates were frozen for three 
years, and Western Resources provided $32 million in merger rebates.  In 
addition to the interim $8.7 million rate reduction for KGE customers
implemented a few months ago, and the reduction agreed upon today, KGE 
rates fall to nine percent below the national average."

The current $8.7 million interim rate reduction, which was effective May 23,
also will become permanent resulting in a total $56 million rate reduction for
KGE customers.                              

Western Resources also has agreed to keep retail electric rates stable for
five years.  With the reduction agreed upon today, KPL electric rates, already 
27 percent below the national average, drop another two percent, giving KPL 
electric retail customers a savings of approximately $12 annually based on 
750 kwh consumption monthly.

"Importantly, the KCC staff's initial rate reduction recommendation has been
touted by KCPL as a possible stumbling block in our offer to merge with them,"
said Hayes. "We've been saying all along the issue was a matter of timing and
implementing rate decreases in a sound, businesslike manner. Now, Western
Resources has been proved right."

The agreement reached today supports Western Resources' projected earnings
calculations for a Western Resources/KCPL merged company. KCPL shareowners
will receive $31 for every share of KCPL common stock, and a projected
dividend between $2.00 and $2.35 per share at the close of the merger.*

"We continue to believe our offer for KCPL is the most valuable for
shareowners," said Hayes. "Reaching this agreement validates our beliefs 
and confirms the viability of our offer. Now that we have resolution of 
this issue, we're continuing to make a Western Resources/KCPL combination 
a reality." Today's agreement will be presented to the KCC. Following KCC 
approval, the rate reductions will be immediately implemented.
     
This Employee Update is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely by
the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and
is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue sky
or other laws require such offer to be made by a licensed broker or dealer,
such offer shall be deemed to be made on behalf of Western Resources, Inc. by
Salomon Brothers Inc or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
     
*Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western Resources
common stock and the exchange ratio in Western Resources' offer. Price per
KCPL share (payable in Western Resources common stock) assumes that Western
Resources' average share price is between $28.18 and $33.23 at the time of
closing.
   

                                                        
The following phonescript was used on July 26:

ANALYST AND MEDIA TELECONFERENCE CALLS
TOPIC: REGULATORY SETTLEMENT
July 26, 1996


Good morning. I'm John Hayes and I appreciate you visiting with us this
morning. Joining me are Steve Kitchen, Western Resources Chief Financial
Officer, David Wittig, Western Resources President, and Jim Martin, Vice
President, Finance.

We are extremely pleased this morning to announce that we have reached an
agreement with the Kansas Corporation Commission staff regarding rate
decreases for our KPL and KGE electric customers.

As many of you may know, the KCC staff's initial recommendation of $105
million has been used by KCPL management as a perceived potential major
obstacle to a Western Resources/KCPL merged company.

We have said -- since the staff's initial recommendation -- that we believed a
solid rate reduction plan could be developed with staff, and today we are
pleased to announce those details:

First: KGE customers, those served by our 47 percent interest in the Wolf
Creek Generating Station, will receive a $37.3 million rate reduction
following KCC approval, which is expected this fall . . . perhaps in late
September or early October.

In January 1998, KGE customers will receive an additional $10 million in rate
savings, bringing retail electric rates for KGE to approximately nine percent
below the national average.

This combination of rate reductions puts KGE electric rates on a very
competitive level as we enter an era of energy deregulation. KGE customers
already are reaping the benefits of an $8.7
p. 2 
million rate reduction initiated by us in May. Today's agreement brings the
total KGE rate reductions through 1998 to $56 million . . . but does so in a
way that is not harmful to our shareowners.

Second: KPL customers, who already experience rates approximately 27 percent
below the national average today, will receive an $8.7 million reduction,
bringing their rates to 29 percent below the national average.

Perhaps what is most important in the regulatory agreement announced today is
that KCPL management has used the uncertainty surrounding the rate reductions
as its potential major barrier to a successful Western Resources/KCPL merger.

Today . . .  that barrier no longer exists. The agreement reached complements
our strategy to move forward with our KCPL merger offer . . . and that is
exactly what we intend to do.

Reaching this agreement confirms the viability of our offer to KCPL
shareowners, the seriousness of our tone, and our continued resolve to make a
Western Resources/KCPL combination a reality.

Before we take your questions, let me briefly outline the numbers for you
again and hit on three very key points: 

How does it add up?
$37.3 million - KGE 
$8.7 million -- interim becomes permanent -- KGE
$8.7 million - KPL
$54.7 million -- effective immediately following KCC approval
PLUS
$10 million - KGE - beginning January 1, 1998
$64.7 million total

p. 3 
Three key issues in the staff stipulation are as follows:
1. A five-year incentive mechanism whereby KGE customers (via rebate) and
shareowners share 50/50 when the Company's electric ROE exceeds 12 percent.
2. A five-year moratorium on electric rates for KPL and KGE customers; and
3. Establishes the level of merger savings in the 1992 KPL/KGE merger at $40
million. We had projected KPL and KGE merger savings to be $39.5 million in
1996. This simply reinforces our ability to accurately project merger savings
and recognizes more than $400 million in KPL/KGE merger savings during the
next 10 years.

In addition, we will continue to honor KCPL/Missouri Public Service Commission
agreement to reduce rates for KCPL MO customers by $20 million and KCPL KS
customers by $8 million.

Another key element in today's announcement is that the agreement reached with
the KCC staff requires no change in our post-merger forecast of earnings as
detailed on page 17 in our S-4 filing.

At this time, we would be happy to answer your questions . .  .



This phonsecript is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of KCPL. Such offer is made solely by
the Prospectus dated July 3, 1996, and the related Letter of Transmittal, and
is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares of common stock of KCPL in any jurisdiction in which the
making of such offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdictions where securities, blue sky
or other laws require such offer to be made by a licensed broker or dealer,
such offer shall be deemed to be made on behalf of Western Resources, Inc. by
Salomon Brothers Inc or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.