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 1



                                SCHEDULE 14A
                               (Rule 14a-101)
                  Information Required in Proxy Statement
                          SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934

Filed by the registrant  / /
Filed by party other than the registrant  /x/
Check the appropriate box:

/ /   Preliminary proxy statement   / /   Confidential, for Use of the
                                          Commission Only (as permitted by
/ /   Definitive proxy statement          Rule 14a-6(e)(2))

/ /   Definitive additional materials

/x/   Soliciting material pursuant to
      Rule 14a-11(c) or Rule 14a-12

                     KANSAS CITY POWER & 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
      6(j)(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:
      (5)   Total fee paid:
      /x/   Fee paid previously with preliminary materials.
/ /   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:

 1

Letter to KCPL shareholders mailed on or about April 25, 1996.
 1

[Western Resources Logo]



                                                April 25, 1996

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

Dear KCPL Shareholder,

      On April 14, 1996, Western Resources proposed a tax-free merger with
KCPL that would provide you with a significant premium for your shares and
a substantial increase in your annual dividend.  It would benefit customers
and communities with significantly lower electric rates and provide job
security for KCPL employees.  Unfortunately, the KCPL board of directors,
who collectively own less than 1% of KCPL's stock, has rejected the Western
Resources offer, thereby refusing to let you realize the benefits of the
offer.  Instead, the KCPL board of directors is intent on pursuing a merger
with UtiliCorp even though that merger offers you significantly less value,
particularly with respect to dividends.

      Because we are convinced that our proposed offer is financially
superior to the proposed merger with UtiliCorp, we have decided to submit
it directly to KCPL shareholders.  We will soon be mailing to you Western
Resources proxy materials containing information about why our offer is
better for KCPL, its shareholders, customers, employees, and the
communities it serves and why you should vote AGAINST the UtiliCorp
transaction.

      Until you receive that information, we urge you not to return any
white proxy card sent to you regarding the UtiliCorp transaction.

      If you have any questions, please call Georgeson & Company Inc. at 1-
800-223-2064.

                                                Sincerely,



                                                /s/ John E. Hayes, Jr.


 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL.  Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      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.


 1





                   The following are print advertisements
                       which appeared April 25, 1996.


 1

                                                   Thursday, April 25, 1996

                        ATTENTION KCPL SHAREHOLDERS

                               OUR OFFER PAYS
                             BETTER DIVIDENDS.


         Critical                 Our Offer:               Their Offer:
          Issues               Western Resources         UtiliCorp United

 KCPL Shareholders'        22% increase in           Dividend "at least in
 Dividend                  dividend to $1.91 vs.     the range" of the
                           $1.56.*                   current dividend.

                           $28.00 per share in       No premium; stock-for-
                           Western Resources         stock transfer.
                           stock, a 17% premium
                           over market.**            

                           Tax-free transaction.     Tax-free transaction

 KCPL Customers'           Rate reduction 30%        Rates will be higher
 Dividend                  better than UtiliCorp     than Western Resources'
                           plan.                     offer.
 KCPL Employees'           No layoffs.               No commitments.
 Dividend

 Community Dividend        Maintain KCPL/Western     Current corporate
                           Resources' level of       giving "substantially
                           civic and charitable      comparable" for only 2
                           giving for 5 years.       years.

 Financial Strength        Western Resources' bond   UtiliCorp's bond rating
                           rating is A-.             is BBB.

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.

Western Resources believes its offer is financially superior to the
proposed merger between UtiliCorp United and KCPL which you will be asked
to vote upon at the KCPL shareholders meeting on May 22, 1996.  We intend
to solicit proxies from KCPL shareholders in opposition to the UtiliCorp
merger vote.

                  Vote AGAINST the UtiliCorp/KCPL merger.
     Please look for our materials which will be mailed to you shortly.

                             Western Resources

*Based upon closing stock prices April 22, 1996, and Western Resources'
current annual dividend of $2.06 per share.  ** Based upon closing stock
prices April 12, 1996, the last trading date prior to the public
announcement of Western Resources' offer.

 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL.  Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      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.

 1

                                                    April 25, 1996


                                  ATTENTION KPL CUSTOMERS
                              OUR OFFER IS BETTER FOR TOPEKA.

   Critical            Our Offer:                  Their Offer:
    Issues           Western Resources             UtiliCorp United

KCPL Shareholders'
Dividend             24% increase in dividend to   Dividend "at least in the
                     $1.93 vs. $1.56*              range" of the current
                                                   dividend.

                     $28.00 per share in Western   No premium; stock-for-stock
                     Resources stock, a 17%        transfer.
                     premium over market.**

                     Tax-free transaction.         Tax-free transaction.

Customers' Dividend  Continued low rates - 27%     Nothing for KPL customers.
                     below the national average. 
                     No electric rate increases
                     for 5 years
 
Employees' Dividend  No layoffs.                   No commitments.

Community Dividend   KPL/Western Resources'        Nothing for Topeka.
                     headquarters to remain in
                     Topeka and continued
                     community involvement.

 Financial Strength  Western Resources' bond       UtiliCorp's bond rating is
                     rating is A-.                 BBB.


                                Attention KCPL Shareholders

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.

Western Resources believes its offer is financially superior to the proposed
merger between UtiliCorp United and KCPL which you will be asked to vote upon
at the KCPL shareholders meeting on May 22, 1996.  We intend to solicit proxies
from KCPL shareholders in opposition to the UtiliCorp merger vote.

                      Vote AGAINST the UtiliCorp/KCPL merger.
        Please look for our materials which will be mailed to you shortly.


                              Western Resources (r)
*Based upon closing stock prices April 24, 1996, and Western Resources' current
 annual dividend of $2.06 per share.  ** Based upon closing stock prices 
 April 12, 1996, the last trading date prior to the public announcement of 
 Western Resources' offer.

 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

 Western Resources may solicit proxies against the KCPL/UtiliCorp United
Inc. merger.  The participants in this solicitation may include Western
Resources, the directors of Western Resources (Frank J. Becker, Gene A.
Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E. Hayes,
Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W.
Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

 As of April 19, 1996, Western Resources had no security holdings in KCPL. 
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of common stock, no par value, of KCPL (the "KCPL Common
Stock").  Western Resources director Susan M. Stanton serves as co-trustee
of two trusts, which beneficially own 7,900 shares of KCPL Common Stock. 
No trading activity has occurred with respect to any of such stock during
the last two years.  Western Resources director C.Q. Chandler is Chairman
of the board of directors of INTRUST Financial Corporation.  INTRUST Bank,
a subsidiary of INTRUST Financial Corporation, holds in ten trust accounts
an aggregate of 5,468 shares of KCPL Common Stock.  Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.

 Other than as set forth herein, as of the date of this letter, neither
Western Resources nor any of its directors, executive officers or other
representatives or employees of Western Resources or other persons known to
Western Resources who may solicit proxies has any security holdings in
KCPL.  Western Resources disclaims beneficial ownership of any securities
of KCPL held by any pension plan of Western Resources or by any affiliate
of Western Resources.

 Although Salomon Brothers Inc, financial advisors to Western Resources,
do not admit that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934 by the Securities and Exchange
Commission, or that such Schedule 14A requires the disclosure of certain
information concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja (Vice
President) and Anthony R. Whittemore (Associate), in each case of Salomon
Brothers Inc, may assist Western Resources in such a solicitation.  Salomon
Brothers Inc engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and
individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

 Except as disclosed above, to the knowledge of Western Resources, none of
Western Resources, the directors or executive officers of Western Resources
or the employees or other representatives of Western Resources named above
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.

 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.

 1
                                                          April 25, 1996

                                  ATTENTION KCPL EMPLOYEES

                                 OUR OFFER HAS NO LAYOFFS.
     Critical                Our Offer:                    Their Offer:
      Issues             Western Resources               UtiliCorp United
 
                      23% increase in dividend to   Dividend "at least in the
                      $1.92 vs. $1.56*              range" of the current
                                                    dividend.

KCPL Shareholders'    $28.00 per share in Western   No premium; stock-for-stock
Dividend              Resources stock, a 17%        transfer.
                      premium over market.**

                      Tax-free transaction.         Tax-free transaction.

KCPL Customers'       Rate reduction 30% better     Rates will be higher than
Dividend              than UtiliCorp plan.          Western Resources' offer.

KCPL Employees'       No layoffs.                   No commitments.
Dividend

Community Dividend    Maintain KCPL/Western         Current corporate giving
                      Resources' level of civic     "substantially comparable"
                      and charitable giving for     for only 2 years.
                      5 years.

Financial Strength    Western Resources' bond       UtiliCorp's bond rating is
                      rating is A-.                 BBB.


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.

Western Resources believes its offer is financially superior to the proposed 
merger between UtiliCorp United and KCPL which you will be asked to vote upon 
at the KCPL shareholders meeting on May 22, 1996.  We intend to solicit proxies
from KCPL shareholders in opposition to the UtiliCorp merger vote.

                      Vote AGAINST the UtiliCorp/KCPL merger.
        Please look for our materials which will be mailed to you shortly.


                              Western Resources (r)
*Based upon closing stock prices April 23, 1996, and Western Resources' current
 annual dividend of $2.06 per share.  ** Based upon closing stock prices 
 April 12, 1996, the last trading date prior to the public announcement of 
 Western Resources' offer.

 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

 Western Resources may solicit proxies against the KCPL/UtiliCorp United
Inc. merger.  The participants in this solicitation may include Western
Resources, the directors of Western Resources (Frank J. Becker, Gene A.
Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E. Hayes,
Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W.
Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

 As of April 19, 1996, Western Resources had no security holdings in KCPL. 
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of common stock, no par value, of KCPL (the "KCPL Common
Stock").  Western Resources director Susan M. Stanton serves as co-trustee
of two trusts, which beneficially own 7,900 shares of KCPL Common Stock. 
No trading activity has occurred with respect to any of such stock during
the last two years.  Western Resources director C.Q. Chandler is Chairman
of the board of directors of INTRUST Financial Corporation.  INTRUST Bank,
a subsidiary of INTRUST Financial Corporation, holds in ten trust accounts
an aggregate of 5,468 shares of KCPL Common Stock.  Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.

 Other than as set forth herein, as of the date of this letter, neither
Western Resources nor any of its directors, executive officers or other
representatives or employees of Western Resources or other persons known to
Western Resources who may solicit proxies has any security holdings in
KCPL.  Western Resources disclaims beneficial ownership of any securities
of KCPL held by any pension plan of Western Resources or by any affiliate
of Western Resources.

 Although Salomon Brothers Inc, financial advisors to Western Resources,
do not admit that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934 by the Securities and Exchange
Commission, or that such Schedule 14A requires the disclosure of certain
information concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja (Vice
President) and Anthony R. Whittemore (Associate), in each case of Salomon
Brothers Inc, may assist Western Resources in such a solicitation.  Salomon
Brothers Inc engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and
individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

 Except as disclosed above, to the knowledge of Western Resources, none of
Western Resources, the directors or executive officers of Western Resources
or the employees or other representatives of Western Resources named above
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.

 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.

 1

April 25, 1996

Attention KGE customers:
Our offer to KCPL
will reduce your
energy rates.

It's this simple: if Western Resources and Kansas City Power & Light merge,
your KGE energy rates drop.  They drop in the very first year of the new
partnership.

The annual rate reduction from the merger is $10 million, $100 million over
the ten years after the merger, in addition to the rate reductions already
proposed.

      Combining efficiencies of Western Resources and KCPL will save KGE
customers money.

      Western Resources has already proposed rate reductions of $8.7
million a year beginning this August, through 2002.  Joining forces with
KCPL will increase that reduction $10 million per year, all without any
KGE/KCPL employee layoffs.

      KGE consumers will feel the effect of this merger for years to come. 
You'll feel it every month in lower energy costs.

You'll pay less than the national average.
[Bar chart indicating that KGE customers would pay lower rates if Western
Resources and Kansas City Power & Light merge.]

The bottom line:  A common sense offer. With uncommon benefits for you.  No
other offer comes close.


Critical Issues                  Our Offer: Western    Their Offer: UtiliCorp
                                       Resources               United

KGE Customers' Dividend   Additional rate reductions   No additional rate
                          to KGE customers of $100     reductions for KGE
                          million over ten years.      customers.

Employees' Dividend       No layoffs.                  No commitments.

Community Dividend        Locate headquarters of a     No economic development
                          Western Resources business   commitment in KGE
                          unit in Wichita; immediate   customer area.
                          employment potential.

KCPL Shareholders'        23% increase in dividend     Dividend "at least in the
Dividend                  to $1.92 vs. $1.56.*         range" of the current
                          $28.00 per share in          dividend.
                          Western Resources' stock,    No premium; stock-for-
                          a 17% premium over           stock transfer.
                          market.**

                          Tax-free transaction.        Tax-free transaction
                                               
Financial Strength        Western Resources' bond      UtiliCorp's bond rating
                          rating is A-.                is BBB.

 1
                        Attention KCPL Shareholders:

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.

Western Resources believes its offer is financially superior to the proposed
merger between UtiliCorp United and KCPL which you will be asked to vote
upon at the KCPL shareholders meeting on May 22, 1996.  We intend to
solicit proxies from KCPL shareholders in opposition to the UtiliCorp
merger vote.

                  Vote AGAINST the UtiliCorp/KCPL merger.
     Please look for our materials which will be mailed to you shortly.

                             Western Resources

* Based upon closing stock prices April 23, 1996, and Western Resources'
current annual dividend of $2.06 per share.  ** Based upon closing stock
prices April 12, 1996, the last trading date prior to the public
announcement of Western Resources' offer.

 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL.  Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      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.


 1

Proxy Guide/Questionnaire to be used on or about April 25, 1996.
 1

Western Resources
making life a little easier [SM]

KCPL Shareholder Proxy Guide
Vote "AGAINST"

Shareholder Questions:
1.  I have not yet voted.  What should I do?
Wait for Western Resources' proxy materials and vote WR's blue proxy card
"AGAINST" the proposed UCU/KLT merger.

2.  I have already voted for the UtiliCorp deal.  Can I change my vote?
Yes.  Simply mark the BLUE  proxy card you receive from Western Resources
"AGAINST" the UtiliCorp deal, sign it, and return it.  Only the most
recently dated proxy will count.

3.  When do I act on the WR offer?
      Western Resources will be sending you an exchange offer with all the
      details, as soon as possible after the Securities and Exchange
      Commission (SEC) completes its review.  However, Western Resources'
      offer cannot even proceed unless shareholders vote "AGAINST" the
      UtiliCorp deal.

4.    What is the timetable for all of this?
      You have already received a white proxy card from KLT.  You may
      receive at least one more of these in the next few days.  You will
      also receive a BLUE proxy card (and additional information on our
      offer) from Western Resources in the next several days.  After SEC
      review Western Resources will distribute the exchange offer
      materials.

5.    I am a Western shareholder.  What do I do?
      Do nothing at this time.

Any questions call:
      Georgeson Company, Inc.
      1-800-223-2064


 2

Western Resources
making life a little easier [SM]

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL.  Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      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.


 3

Western Resources
making life a little easier [SM]

10 Reasons to Vote "AGAINST" the proposed UtiliCorp transaction
(and wait for the WR tax-free exchange offer)

1.    The WR offer provides superior dividend enhancement for each KLT
      share based on Western Resources most recent stock price (4-23-96)
      and Western Resources' annual dividend.
      KLT current dividend$1.56
      WR Offer (4/23/96) 1.92
      KLT dividend increase  23%
      UCU/KLT "at least in the range" of the current dividend

2.    The WR offer provides superior market value for each KLT share.
      KLT Price (4/12/96)                       $23.87
      WR Offer                                   28.00
      WR Premium to KLT (4/12/96)                  17%
      UCU/KLT offered no premium

3.    WR has a stronger balance sheet and credit rating.
      Western is rated A-/A3.
      UtiliCorp is rated BBB/Baa3.

4.    The market likes the WR deal better.
      Since WR's announcement, WR's price is up, KLT is up, and UCU is
      down.
5.    WR has a better track record than UtiliCorp.
      Total shareholder returns (dividends and capital appreciation) 50%
      greater than UtiliCorp since the WR KPL/KGE merger in March of 1992.
6.    The WR offer has far greater projected merger savings.
      WR/KLT savings (10 years)                 $1,043 million
      UCU/KLT savings (10 years)                   636 million
      WR/KLT% greater savings                      64%

7.    The WR offer is better for customers.
      WR plan offers rate reductions of $210 million to KLT customers in
      first 10 years (30% more than the UCU plan).

 4

Western Resources
making life a little easier [SM]


8.    The WR offer requires fewer regulatory approvals.
      Western needs approval or review from just two states (Kansas &
      Missouri), the Federal Energy Regulatory Commission (FERC), Hart-
      Scott-Rodino, and the Nuclear Regulatory Commission (NRC).  UtiliCorp
      needs approvals from the FERC, Hart-Scott-Rodino, NRC, 10 states and
      three foreign countries.

9.    The WR offer is employee friendly.
      Western has committed to no lay-offs.
      UCU has made no such commitments.

10.   WR has demonstrated success with large mergers.
      Western's KPL/KGE merger in 1992 was precedent setting and highly
      successful.

  For questions, call Rick Kready, Western Resources' director of investor
relations: 913-575-8226
                                                     Dated:  April 25, 1996

 1

Reservation Form
 1

Western Resources, Inc.
(NYSE: WR)
Merger Information Presentation
(Reservations Required)
                  City:

                  Location:

                  Date:
                  Time:


Please join members of senior management of Western Resources (WR) as they
explain the benefits of its proposed merger with:

                    Kansas City Power & Light Co. (KLT)

This meeting will be of specific interest to analysts, portfolio managers,
investment advisors, registered representatives and stockholders of both
companies.


                  Please RSVP to Sheila Ferhadson at (800) 829-1255,
                       or fax this back to us at (602) 998-1971.

                                           Name:  ____________________________
[ ]   Yes, I will attend.                  Company:  __________________________
[ ]   No, I cannot attend.
                                           Phone:  ____________________________

                                           Fax:  ______________________________


For information purposes only - does not constitute an offer to sell or a
solicitation of an offer to buy WR securities.

 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth herein, as of the date of this letter,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources or other persons
known to Western Resources who may solicit proxies has any security
holdings in KCPL.  Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      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.

 1

Materials for presentations to be used on or about April 25, 1996.
 1

  Western
  Resources(r)
     and
     KCPL

The common-sense
combination

 2

  Western
  Resources(r)
     and
     KCPL

Superior merger in all
respects

o SMART
 ... a better deal for ALL
  The
  common-sense

o SOUND
 ... a stronger union
  combination

o STRATEGIC
      ... a better fit

o VISIONARY
      ... a better future

 3


  Western
  Resources(r)
     and
     KCPL

Overview

  The
  common-sense
  combination

        Critical Issues                    Western Resources' Offer

       KCPL Shareholders'                 Increased annual dividends
           Advantages                     Premium stock price

                                          Earnings accretion

                                          Tax-free transaction
        KCPL Customers'                   30% better deal
           Advantages                     Five-year electric rate
                                          moratorium

        KCPL Employees'                   No layoffs
           Advantages                     Opportunities for professional
                                          growth

     Kansas City Community                Relocation of new business to
           Advantages                     Kansas City
                                          Enhanced economic development
                                          Continued philanthropic support

 4

  Western
  Resources(r)
     and
     KCPL

  The common-sense combination

Shareholder advantages

Critical issue:  Stock value/dividend

    Western Resources' Offer                 UtiliCorp's Offer

   Dividend increase to                   Dividend "at least in the
   $1.72 to $2.03 per share*              range" of the current dividend

   17% price premium**                    No premium

   Tax-free transaction                   Tax-free transaction



  *   Based on Western Resources current annual dividend of $2.06 per share
  **  Prices at market closing April 12, 1996, which was the last trading
      day before announcement of Western Resources' offer

Result:   Superior financial offer
            by Western Resources

 5

  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


Result:   KCPL, KGE rates 10% below current national average in seven years

 6

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

Employee advantages

Critical issue:  Job security/job opportunities

 Western Resources' Offer                 UtiliCorp's Offer

   No layoffs                             No commitment

   Job opportunities with Western
   Resources business units relocated
   to Kansas City and Wichita




Results:  Opportunities for career advancement

          Accomplished based on previous KPL/KGE merger experience

 7

  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

Results:  Stronger community presence by larger participant

              Coordinated economic effort focused on 
              growth

 8

  Western
  Resources(r)
     and
     KCPL

  The common-sense combination


                                 Review of

                           stand-alone companies:


                             Western Resources
                               vs. UtiliCorp


 9

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

Strategic position

 Western Resources:
        The company has a history of growing its business
        profitably. Going forward, WR has a stated policy of only
        growing through accretive transactions. The company's low-
        cost profile provides a big advantage in the developing

        competitive market.

 UtiliCorp:*

        "UtiliCorp United Inc.'s credit quality reflects an average
        business position and financial measures that are weak for
        the rating."

        "Its acquisition strategy (including plans to increase non-
        regulated operations, which comprise about 25% of
        operations), the unpredictability of future acquisitions
        and the capital expenditures associated with these
        acquisitions impair credit quality."

        "The disperse service territory causes some unique
        operating challenges that may result in costs being
        slightly higher than competitors who have contiguous
        service areas and who operate integrated systems."

        "Given the company's acquisition strategy, the most
        significant risk is that the company will overextend itself
        with additions, and earnings will not be sufficient to meet
        the added capital costs."

 WR strategic plan complements KCPL's plan


* Standard & Poor's Utility Credit Report - August 1995

 10

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

Financial Profile
                                                     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



Result:   Western Resources is a stronger company

 11

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

Better geographic match


    [U.S. Map]


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


 12


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

  Operational synergies:
  joint ownership of generating properties

  Western Resources:
          WR and KCPL jointly own Wolf Creek (under a separate operating
          company) and LaCygne generating plants
 
          More than $2.2 billion in
          common plants

  UtiliCorp:
          No common plants
          with KCPL

 13

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

  Operational synergies:
  common customers

  Western Resources:
          WR and KCPL share common customers in 26 communities
 
          Approximately 100,000 customers
          in common communities
 
 UtiliCorp:
          Few common customers with KCPL

 14

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

  Operational synergies:
  transmission interconnects

  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.


 15


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


                                   Merger
                               considerations

 16

  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

 17

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

Simpler regulatory approval


                                                                      *
               Western/KCPL                             UtiliCorp/KCPL
  The
   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


 18

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

Combined company profile*


                           Western
     KS, MO, OK           Resources              KCPL            Merged 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


 19

  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

 20

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


Analyst comments*

o "Western Resources' offer to merge with KLT appears significantly
  better than KLT's proposed merger with UtiliCorp. New company would
  have higher earnings, higher dividend, strong balance sheet and good
  cash flow."
      Greg Gordon, CFA, Oppenheimer & Co., Inc. April 18, 1996

o "WR's offer is clearly better for KLT shareholders and customers than
  the agreed-to merger with UCU."
      Douglas A. Fischer, CFA, A.G. Edwards & Sons, Inc., April 15,
      1996

o "... we believe that WR's proposal is clearly superior from both a
  shareholder (premium and dividend increase), ratepayer (larger rate
  cuts), and political standpoint."
      Steven I. Fleishman, Dean Witter Reynolds, Inc., April 16, 1996



* Permission was neither sought nor obtained to use the above quotes from
  industry experts.
 21

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

Analyst comments*

o "... UtiliCorp (UCU) carries the most downside for KLT.  We anticipate
  a BBB+ rating under this scenario because: (1) UCU has weaker
  financials; (2) proposes a 'single' company structure; and (3) has
  fewer operating synergies. A WR/KLT combination would be an easier
  'sell' to shareholders and regulators the two most important
  constituencies involved here. Shareholders will undoubtedly find the
  $1.23 per share premium attractive and regulators will undoubtedly be
  lured by the $1.043 billion expense savings (1/3 of which will be
  passed on to customers)."
      Dan Scotto, Bear Stearns & Co., Inc., April 15, 1996

o "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 rate payers. Because of this, we
  have a great deal of confidence that the management can accomplish
  similar success in a merger with KLT."
      Barry M. Abramson, CFA, Prudential Securities, April 16, 1996

* Permission was neither sought nor obtained to use the above quotes from
  industry experts.
 22

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


Typical merger timeline

 Western Resources proxy and 
    exchange offer filing                                    April 22

 Effective date of proxy                                     7-10 days
                                                           from April 22
  combination
 Effective date of                                          30-60 days
    registration statement                                 from April 22

 KCPL shareholder meeting                                      May 22
 Exchange offer                                             12-18 months
    closes/regulatory approval                              from April 22

 1

SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL") COMMON STOCK HELD BY
WESTERN RESOURCES, INC. ("WESTERN RESOURCES"), ITS DIRECTORS AND EXECUTIVE
OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF WESTERN RESOURCES
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES, AND CERTAIN TRANSACTIONS
BETWEEN ANY OF THEM AND KCPL.
Western Resources may solicit proxies against the KCPL/UtiliCorp United
Inc. merger.  The participants in this solicitation may include Western
Resources, the directors of Western Resources (Frank J. Becker, Gene A.
Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E. Hayes,
Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis W.
Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.), Jerry D.
Courington (Controller), James T. Clark (V.P.), William G. Eliason (V.P.),
Thomas L. Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson
(E.V.P.), James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts
(V.P.), David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub
(V.P.), Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William
B. Moore (President, KGE), Steven A. Millstein (President, Westar
Consumer), Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore
(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S. Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar
Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E.
Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready, Michel J.
Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J.
Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Shari L. Gentry and
Rechell L. Smith.
As of April 19, 1996, Western Resources had no security holdings in KCPL. 
Robert L. Rives, a person who will solicit proxies, is the beneficial owner
of 500 shares of common stock, no par value, of KCPL (the "KCPL Common
Stock").  Western Resources director Susan M. Stanton serves as co-trustee
of two trusts, which beneficially own 7,900 shares of KCPL Common Stock. 
No trading activity has occurred with respect to any of such stock during
the last two years.  Western Resources director C.Q. Chandler is Chairman
of the board of directors of INTRUST Financial Corporation.  INTRUST Bank,
a subsidiary of INTRUST Financial Corporation, holds in ten trust accounts
an aggregate of 5,468 shares of KCPL Common Stock.  Wayne Kitchen is the
beneficial owner of 400 shares of KCPL Common Stock.
Other than as set forth herein, as of the date of this letter, neither
Western Resources nor any of its directors, executive officers or other
representatives or employees of Western Resources or other persons known to
Western Resources who may solicit proxies has any security holdings in
KCPL.  Western Resources disclaims beneficial ownership of any securities
of KCPL held by any pension plan of Western Resources or by any affiliate
of Western Resources.
Although Salomon Brothers Inc, financial advisors to Western Resources, do
not admit that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934 by the Securities and Exchange
Commission, or that such Schedule 14A requires the disclosure of certain
information concerning Salomon Brothers Inc, Gregg S. Polle (Managing
Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja (Vice
President) and Anthony R. Whittemore (Associate), in each case of Salomon
Brothers Inc, may assist Western Resources in such a solicitation.  Salomon
Brothers Inc engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and
individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

Except as disclosed above, to the knowledge of Western Resources, none of
Western Resources, the directors or executive officers of Western Resources
or the employees or other representatives of Western Resources named above
has any interest, direct or indirect, by security holdings or otherwise, in
KCPL.
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.
1

Pre-recorded telephone message
 1
                        VRS Script Opening Message

       On Wednesday, April 24, the closing market price for Western
Resources common stock was $29.875.
       The company announced an offer to merge with the Kansas City Power
& Light Company in a tax-free stock for stock transaction.  From the main
menu press 5 from a touch tone telephone for additional information
regarding the merger offer.

                     VRS Message Announcing KCPL Offer

       On April 14 Western Resources made an offer to merge with
       the Kansas City Power & Light Company.  In the proposed
       offer, Western Resources and KCPL would merge in a tax-free
       stock for stock transaction valued at approximately $1.7
       billion, or $28 per KCPL commons share.
       The combination is expected to provide earnings accretion
       for Western Resources shareholders and holders of KCPL
       common stock.  In addition, this combination will strengthen
       the balance sheet of the combined company.
       A Western Resources/KCPL merger is beneficial for
       shareholders, customers, and employees because of the
       natural synergies we bring in many areas, including our
       overlapping service territory and the $2 billion of plant
       under common ownership.

       More than $1 billion in aggregate cost savings have been
       identified in the first 10 years, following the completion
       of a Western Resources/KCPL combination.  These savings
       would be achieved without layoffs, and with lower electric
       rates for our KGE and KCPL customers.  There would also be a
       five-year moratorium on electric rate increases for KCPL,
       KPL, and KGE retail customers.
       We await a response from KCPL's Board of Directors about our
       offer.

       With or without this merger, Western Resources will continue
       with its strategic plan, looking for growth opportunities
       and providing customers with quality services.

       We will keep you informed of developments in our offer to
       KCPL.