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  _____________________________________________________________
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                          ____________
                                
                       Amendment No. 14 to
                                
                         SCHEDULE 14D-9
                                
        Solicitation/Recommendation Statement Pursuant to
     Section 14(d)(4) of the Securities Exchange Act of 1934
                          ____________
                                
                KANSAS CITY POWER & LIGHT COMPANY
                    (Name of Subject Company)
                                
                KANSAS CITY POWER & LIGHT COMPANY
                (Name of Person Filing Statement)
                                
                   Common Stock, no par value
                 (Title of Class of Securities)
                          ____________
                                
                            485134100
              (CUSIP Number of Class of Securities)
                          ____________
                                
                     Jeanie Sell Latz, Esq.
            Senior Vice President-Corporate Services
                Kansas City Power & Light Company
                           1201 Walnut
                Kansas City, Missouri 64106-2124
                         (816) 556-2200
    (Name, address and telephone number of person authorized
         to receive notice and communications on behalf
                 of the person filing statement)
                          ____________
                                
                            Copy to:
                                
                    Nancy A. Lieberman, Esq.
              Skadden, Arps, Slate, Meagher & Flom
                        919 Third Avenue
                    New York, New York  10022
                         (212) 735-3000
                                
  _____________________________________________________________



     This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kansas
City Power & Light Company, a Missouri corporation ("KCPL"),
filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended, (the "Schedule 14D-
9"), with respect to the exchange offer made by Western
Resources, Inc., a Kansas corporation ("Western Resources"), to
exchange Western Resources common stock, par value $5.00 per
share, for all of the outstanding shares of KCPL common stock, no
par value ("KCPL Common Stock"), on the terms and conditions set
forth in the prospectus of Western Resources dated July 3, 1996
and the related Letter of Transmittal.

     Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.

Item 9.   Material to be Filed as Exhibits.

     The following Exhibits are filed herewith:

     Exhibit 62     Advertisement appearing in newspapers
                    commencing July 26, 1996.
     
     Exhibit 63     Letter to a KCPL shareholder dated
                    July 26, 1996.
     
     Exhibit 64     Press release issued by KCPL on July 26,
                    1996.
     
     Exhibit 65     Press release issued by the Kansas
                    Corporation Commission on July 26, 1996.
     
     
     
     
     
                            SIGNATURE

     After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.

                    KANSAS CITY POWER & LIGHT COMPANY

                    By:  /s/Jeanie Sell Latz
                            Jeanie Sell Latz
                            Senior Vice President-Corporate Services

Dated:  July 26, 1996




                          EXHIBIT INDEX


Exhibit No.                     Description                     Page
__________     ______________________________________________   ____

Exhibit 62     Advertisement appearing in newspapers
               commencing July 26, 1996.

Exhibit 63     Letter to a KCPL shareholder dated July 26,
               1996.

Exhibit 64     Press release issued by KCPL on July 26, 1996.

Exhibit 65     Press release issued by the Kansas Corporation
               Commission on July 26, 1996.


                                                       
                                                       
[Advertisement appearing in newspapers commencing July 26, 1996]


                                                       Exhibit 62
                                                                 

AN OPEN LETTER TO KCPL SHAREHOLDERS:


July 25, 1996

Dear Shareholder:

With  KCPL's  August 7 Special Meeting of Shareholders  now  less
than  two weeks away, we are writing to urge you to send in  your
WHITE  proxy card and vote FOR the KCPL/UtiliCorp merger  if  you
have not already done so.  It is very important that your vote be
counted at the Meeting.

IN  THESE FINAL DAYS, WE WOULD HAVE EXPECTED WESTERN RESOURCES TO
TRY  TO  ADDRESS THE ISSUES THAT WE HAVE FOUND TO BE OF  GREATEST
CONCERN TO OUR SHAREHOLDERS -- the impact of Western's rate  case
before the Kansas Corporation Commission and its potential effect
on  Western's  revenues  and earnings,  the  long-term  value  of
Western's  stock  and Western's ability to pay dividends  at  its
promised rate.

INSTEAD,  WESTERN HAS CHOSEN TO PURSUE A CAMPAIGN OF EMOTIONALLY-
CHARGED   AND  PERSONAL  ATTACKS  AGAINST  ME,  OUR   BOARD   AND
MANAGEMENT.  In recent letters to KCPL shareholders and in  full-
page  paid advertisements,  Western has inaccurately and unfairly
predicted  levels  of compensation for me and  other  members  of
management  following our KCPL/UtiliCorp merger, and has  charged
falsely  that  this has improperly influenced our evaluations  of
the Western offer.

BOTH  CHARGES  ARE UNTRUE AND MISLEADING, AND WESTERN  KNOWS  IT.
First,  as  to the assertion that I will be leaving  the  Company
following the KCPL/UtiliCorp merger, let me assure you, I  intend
to be at a combined KCPL/UtiliCorp for years to come.

In  addition,  you should know that in a letter dated  April  14,
1996,  JOHN  HAYES, WESTERN'S CHAIRMAN, ASSURED ME THAT  I  WOULD
HAVE THE SAME POSITION AND COMPENSATION ARRANGEMENTS WITH WESTERN
AS  I  WOULD  HAVE  FOLLOWING  THE UTILICORP  MERGER.   This  was
something that John Hayes wanted me to know; but apparently it is
not  something he has chosen to include in his communications  to
you.  KCPL'S OPPOSITION TO WESTERN'S OFFER HAS ABSOLUTELY NOTHING
TO   DO  WITH  MANAGEMENT  COMPENSATION.   IT  IS  BASED  ON  OUR
UNSHAKABLE BELIEF THAT THE UTILICORP MERGER WILL PROVIDE SUPERIOR
VALUE TO KCPL SHAREHOLDERS.

YOUR  BOARD IS CONVINCED THE KCPL/UTILICORP MERGER WILL  INCREASE
EARNINGS  PER  SHARE, REDUCE INVESTMENT RISK  AND  POSITION  YOUR
COMPANY  TO  BE  A  FORMIDABLE COMPETITOR  IN  BOTH  ITS  SERVICE
TERRITORY AND THE WORLDWIDE ENERGY MARKET.

Looking back on my eight years as KCPL's Chief Executive Officer,
I  think  KCPL's  Board  and management can  be  proud  of  their
accomplishments.   From  May  1, 1988  until  the  KCPL/UtiliCorp
merger  agreement  was signed on January 19, 1996,  KCPL's  total
return  to shareholders* was 230%.  WITH YOUR SUPPORT, WE BELIEVE
THAT  A  COMBINED  KCPL/UTILICORP CAN  CONTINUE  THIS  RECORD  OF
CREATING  SUPERIOR  SHAREHOLDER VALUE.  By  contrast,   Western's
total  return to shareholders* during this same period  was  only
148%.

Again,  I strongly urge you to vote FOR the KCPL/UtiliCorp merger
on  the  WHITE  proxy card.  If you have any  questions  or  need
assistance  in  voting  your shares, please  call  KCPL  Investor
Relations  at 800-245-5275 or our proxy solicitor,  D.F.  King  &
Co., Inc., at 800-714-3312.

Thank you for your continued consideration and support.

Sincerely,

/s/Drue Jennings


_____________________________
*Total  return is measured by stock price appreciation,  assuming
reinvestment of dividends.



               KANSAS CITY POWER & LIGHT COMPANY

July 26, 1996

IF  YOU  HAVE  ANY QUESTIONS OR NEED ASSISTANCE  IN  VOTING  YOUR
SHARES, PLEASE CALL KCPL INVESTOR RELATIONS AT 1-800-245-5275  OR
OUR PROXY SOLICITOR, D. F. KING & CO., INC., AT 1-800-714-3312.


                                             

[Letter to a KCPL Shareholder]

                                        Exhibit 63
                                        
                                        
                                        
                                        July 26, 1996



[Addressee]

Dear [Addressee]:

     Drue Jennings asked that I drop you a note of apology
for the unfortunate and unintended impression our letter of
June 19, 1996, left with you.  As you know, the last
impression we want to leave is the very one you had and we
apologize. Our hope is that you will reconsider your vote.

     To the point in your letter, the facts of the merger
are pretty clear to us:  Western's advertised $31 price for
a share of stock in their company in exchange for your
shares of KCPL is not supported by the facts:  When one
considers a  pending cost of service electric case in
Kansas of as much as $105 million;  and what we believe are
overstated synergies by as much as one-third in 1998, the
first full year of operation of a proposed combination with
us and, the unrealistic retention rates in their synergy
analysis of 70% from a merger with us, we conclude that
their future stock price isn't supportable by the facts and
the dividend they propose isn't either.

     Consider by contrast our proposed merger with
UtiliCorp and you find operational synergies, growth
enhancements and dividend rates disclosed and substantiated
in our Proxy Statement of June 26, 1996, that we believe
are achievable and sustainable.  The long-term growth
potential of our proposed merger with UtiliCorp will begin
earning for you from the day of closing forward, which
given our current schedule, is under one year away.
Further, we believe our dividend of $1.85 is sustainable
and has growth potential as well.

     Again, we apologize for the offense, but hope that we
can regain a measure of confidence in your mind to the
extent that you will reconsider your vote.  A vote for the
KCPL/UtiliCorp merger is a vote for long-term growth in the
value of your shares in our company.  I have enclosed a
white proxy card and envelope for your convenience.

     Best regards,

                                   Sincerely,
                                   /s/Turner White
                                   Senior Vice President
                                   Retail Services

/jmh
Enclosure



                                                
[KCPL Press Release] 
                                                
                                                Exhibit 64


FOR IMMEDIATE RELEASE

Media Contacts:                            Investor Contact:
  Pam Levetzow                               David Myers
  816 / 556-2926                             816 / 556-2312
  Phyllis Desbien
  816 / 556-2903       Joele Frank / Dan Katcher
                       Abernathy MacGregor Scanlon
                       212 / 371-5999

       KCPL CONCERNS ABOUT WESTERN RESOURCES' FINANCES
         HEIGHTENED BY WESTERN'S PROPOSED SETTLEMENT
                       WITH KCC STAFF
                              

KANSAS CITY, MISSOURI (July 26, 1996)  --  Kansas City Power &
Light Company (NYSE:KLT) today in response to Western Resources'
announcement of its proposed settlement with the Staff of the
Kansas Corporation Commission made the following statement.

Drue Jennings, Chairman of the Board, President and Chief
Executive Officer of KCPL said, "Based on the Kansas
Corporation Commission Staff's press release, we see this
proposed settlement as a major setback for Western and
confirms what we have been telling KCPL shareholders.  This
establishes a minimum level of over $300 million of revenue
reductions that Western faces over the next five years in
its pending rate case.  With this proposed settlement it is
now clear to KCPL that Western faces serious financial
challenges that could negatively impact upon its stock price
and ability to pay dividends at its promised rate.

"As Western has acknowledged, any final rate settlement will
be made with the Kansas Corporation Commission, not the
Staff, and it is possible that Western could face even
further revenue reductions.  There are still significant
intervenors to be heard in this case including industrial
customers and the City of Wichita.  Wichita faces rates that
are some 40% higher than Topeka.  In addition, Western still
has failed to address KCPL's serious concerns that Western's
merger-related savings are inflated by as much as $518
million compounded by Western's unrealistic assumption of
claiming 70% of its merger savings for shareholders.

Kansas City Power & Light Company provides electric power to
a growing and diversified service territory encompassing
metropolitan Kansas City and parts of eastern Kansas and
western Missouri.  KCPL is a low-cost producer and leader in
fuel procurement and plant technology.  KLT Inc., a wholly-
owned subsidiary of KCPL, pursues opportunities in non-
regulated, primarily energy-related ventures.

                                # # #




[KCC Press Release]

                                                        Exhibit 65


July 26, 1996/For Immediate Release     Release No. 96-22
                                        Docket No. 193,306-U
                                                   193,307-U

KCC UTILITIES DIVISION STAFF AGREES TO STIPULATION REDUCING
WESTERN RESOURCES' ELECTRIC RATES BY $64.7 MILLION

     TOPEKA - The Kansas Corporation Commission's Utilities
Division staff has entered into a stipulation and agreement,
which if approved by the three-member Commission, would
reduce Western Resources' electric rates by $64.7 million.
The stipulation was agreed to by KCC Utilities Division
staff and Western Resources.

     Under the stipulation, rates for KGE customers will be
reduced by $46 million, with an additional $10 million
reduction on January 1, 1998.  Electric rates for KPL
customers will be reduced by $8.7 million.  Over the next
five years, customers will receive additional accumulated
rate reductions of $180 million over those proposed by
Western Resources.

     In addition, a five-year incentive mechanism will be
established.  Under the incentive mechanism all regulated
annual earnings in excess of a 12 percent ROE (return on
equity) will be split 50/50 between customers and
shareholders.  The customers' share of any incentive savings
will be issued in an annual rebate to KGE customers.  The
ROE is the amount of money a company has the opportunity to
earn on its common equity provided by stockholders.

     The stipulation and associated reduced rates will
remain in place for five years.  This moratorium would be
subject to any changes in the law or events having a
substantial influence on the company's operations, including
any future mergers.

     In August 1995, Western Resources filed an application
requesting an electric rate reduction of $8.7 million per
year for seven years, resulting in an accumulated rate
reduction of $61 million by the end of the seventh year for
KGE customers.  The proposed rate reduction was tied to a
request to accelerate the depreciation of the Wolf Creek
Generating Station by $50 million per year for seven years.
No change in electric rates was proposed for KPL customers.
     In November 1991, the KCC froze both KPL and KGE
electric rates until August 1995, as a condition of the
agreement approving the merger of KPL and KGE.

     Western Resources, through its KPL and KGE operating
companies, provides electric service to approximately
600,000 customers in eastern and central Kansas.

                            -kcc-