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  _____________________________________________________________
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                          ____________
                                
                       Amendment No. 35 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 Exhibit is filed herewith:

     Exhibit 109    Excerpt from employee newsletter distributed
                    September 3, 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:  September 3, 1996




                          EXHIBIT INDEX


Exhibit No.                         Description                         Page
__________   _________________________________________________________  ____

Exhibit 109  Excerpt from employee newsletter distributed September 3,
             1996.
          



                                                                Exhibit 109


[Excerpt from employee newsletter distributed September 3, 1996]



MERGER UPDATE
THE COUNT GOES ON


     Corporation Trust Company, the independent inspector of
election, is still in the process of tabulating the proxy
votes. We anticipate having preliminary results sometime in
September. After both sides receive the preliminary results,
each will have the opportunity to examine and challenge the
proxy tabulation. Following that, the vote will be certified
and made public. Remember that until then, no one will know
with certainty what the outcome of the vote is.

     If you have questions about the proxy counting process
or other merger-related issues, call the Employee Merger
Hotline at 1-800-718-8788.