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  _____________________________________________________________
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                          ____________
                                
                       Amendment No. 20 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 8.   Additional Information to be Furnished

     On July 25 and 26, 1996, the District Court in Kansas City
Power & Light Co. v. Western Resources, Inc., et al. heard evidence
and argument on the issues of the legality of the Merger
Agreement and its adoption.  On August 2, 1996, the District
Court issued an order directed to the legality of the Merger
Agreement.  While the District Court ruled that each of the
transactions contemplated by the Merger Agreement were legally
valid and authorized under Missouri law, it held that because the
result of the transactions would be a merger of KCPL and UCU, the
Missouri statute requiring approval of certain mergers by two-thirds of
the outstanding shares of the merging corporation's stock is
applicable to the Merger Agreement.

     KCPL believes that the District Court's conclusion that
Missouri law requires the Merger Agreement to be approved by two-
thirds of KCPL's outstanding shares is erroneous, and continues
to believe that the only shareholder approval required is the
approval of the issuance of shares of Common Stock pursuant to
the Merger Agreement by a majority vote of the shares voting at
a meeting at which a quorum is present.

     On August 5, 1996, the District Court indicated that it
would consider entering an order that would permit immediate
appeal of its August 2, 1996 ruling to the United States Court of
Appeals for the Eighth Circuit after the Special Meeting of KCPL
shareholders (the "Meeting") is held to consider and vote upon
the Mergers.

     Also on August 5, 1996, KCPL announced that it was
postponing the Meeting which was scheduled to be held on
August 7, 1996.  KCPL's press release announcing such
postponement and the reasons therefor is included herewith as
Exhibit 85 and is incorporated by reference herein.

Item 9.   Material to be Filed as Exhibits.

     The following Exhibits are filed herewith:

     Exhibit 82     Advertisements appearing in newspapers
                    commencing August 4, 1996.
     
     Exhibit 83     Excerpts from scripts for KCPL employee
                    information hotline bulletin issued on
                    August 5, 1996.
     
     Exhibit 84     Order Denying KCPL's Partial Motion for
                    Summary Judgment (dated August 2, 1996, C.A.
                    No. 96-0552-CV-W-5, U.S. District Court for
                    the Western District of Missouri, Western
                    Division).
     
     Exhibit 85     Press release issued by KCPL on August 5, 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:  August 5, 1996




                          EXHIBIT INDEX


Exhibit No.                     Description                            Page
__________     ____________________________________________________    ____

Exhibit 82     Advertisements appearing in newspapers commencing
               August 4, 1996

Exhibit 83     Excerpts from scripts for KCPL employee information
               hotline bulletin issued on August 5, 1996

Exhibit 84     Order Denying KCPL's Partial Motion for Summary
               Judgment (dated August 2, 1996, C.A. No. 
               96-0552-CV-W-5, U.S. District Court for the Western
               District of Missouri, Western Division)

Exhibit 85     Press release issued by KCPL on August 5, 1996.






                                                        Exhibit 82

[Advertisements appearing in newspapers commencing August 4,
1996]

         AN IMPORTANT MESSAGE FOR KCPL SHAREHOLDERS.

                      KCPL EMPLOYEES DO
                     SUPPORT THE MERGER
                  WITH UTILICORP.  WESTERN
                 RESOURCES IS WRONG, AGAIN.

                  [photograph of employees]

[photograph of employees holding sign "KCPL Employees Say
YES to the UtiliCorp Merger."]

[photograph of employees holding sign "KCPL Employees Say
YES to the UtiliCorp Merger."]

   THERE IS STILL TIME TO SHOW YOUR SUPPORT.  VOTE FOR THE
   PROPOSED MERGER WITH UTILICORP ON THE WHITE PROXY CARD.

                         [KCPL logo]

If you have any questions about the merger or need
assistance completing the WHITE proxy card, please call KCPL
Investor Relations toll free at 1-800-245-5275, or our proxy
solicitor, D. F. King & Co., Inc. toll free  at 1-800-714-
3312.

August 4, 1996




                                                        Exhibit 83

[Excerpts from scripts for KCPL employee information hotline
bulletins issued August 5, 1996.]

[Bulletin issued Monday morning, August 5, 1996]

     Kansas City Power & Light Company announced on Friday that
the United States District Court for the Western District of
Missouri ruled that the KCPL/UtiliCorp merger, while lawful under
Missouri law, nevertheless is subject to the affirmative vote of
two-thirds of KCPL's outstanding shares.

     It remains KCPL's position that the Merger as restructured
on May 20, 1996 does not require a two-thirds vote but rather
requires the approval of a majority of those shares voting at a
meeting.  KCPL intends to immediately appeal the District Court's
decision to the United States Court of Appeals for the Eighth
Circuit.

     The District Court did not enjoin the holding of KCPL's
Special Meeting of Shareholders currently scheduled for August 7,
1996.  KCPL is currently reviewing its options and at the present
time intends to proceed with the August 7 Shareholders' Meeting.
This will enable the shareholder vote to be tabulated assuming
KCPL prevails in its appeal.

     In a news release issued Friday, UtiliCorp United said it
anticipated joining with KCPL in an "expedited and aggressive
appeal" of the decision.

                            --------

[Bulletin issued Monday afternoon, August 5, 1996]

     This is an update to the Hotline for Monday, August 5.

     Kansas City Power & Light Company announced today that it is
postponing its Special Meeting of Shareholders which was
scheduled to be held on August 7, 1996.  The Special Meeting is
being postponed after consideration of the views of the staff of
the U.S. Securities and Exchange Commission that it is necessary
to provide KCPL shareholders with additional time to consider
information concerning the August 2, 1996 order of the United
States District Court for the Western District of Missouri
regarding the required vote in KCPL's proposed merger with
UtiliCorp United Inc.

     The Company also announced that the District Court indicated
today that it would consider entering an order that would permit
immediate appeal of its August 2, 1996 ruling to the Eighth
Circuit Court of Appeals after the Special Meeting of
Shareholders is held.

     Shareholders will be notified in the next few days as to the
new time, date and place for the postponed Special Meeting.
                                                        
                                                        
                                                        Exhibit 84           


                                           [Filed 11:15 August 02, 1996
                                           R. F. Connor, Clk, U.S. District
                                           Court West District of Missouri]

           
           IN THE UNITED STATES DISTRICT COURT FOR THE
                  WESTERN DISTRICT OF MISSOURI
                        WESTERN DIVISION



  KANSAS CITY POWER & LIGHT    )    
  COMPANY,                          
            Plaintiff,         )    
                                    
  vs.                          )    No. 96-0552-CV-W-5
                               
  WESTERN RESOURCES, INC.,     )
  et al.,                      
            Defendants.        )


                             ORDER

     Before this Court are plaintiff Kansas City Power & Light

Company's ("KCPL") Motion for Partial Summary Judgment, defendant

Western Resources, Inc. and Robert L. Rives' ("Western") Hearing

Brief and Suggestion in Opposition to KCPL's Summary Judgment

Motion, Intervenor UtiliCorp United Inc.'s ("UtiliCorp")

Suggestions Regarding the Legality of the Proposed Merger,

Intervenor Jack R. Manson's ("Manson") Opposition to the Motion

for Partial Summary Judgment, KCPL's Reply, and Western's Reply.

On July 25 and 26, 1996, additional evidence on the briefed

issues was presented at a hearing.

     For the reasons stated below, KCPL's Partial Motion for

Summary Judgment is denied.  This Court finds that although

reverse triangular mergers and short-form mergers are provided

for under Missouri Law, when they are used in conjunction, the

merger statute requiring a shareholder vote is triggered.



                           Background

     KCPL is a Missouri corporation with its headquarters and

principal place of business in Kansas City, Missouri.  It is a

public utility that provides electricity to over 430,000

customers in Western Missouri and Eastern Kansas.  Its stock is

publicly traded on the New York Stock Exchange.  Western is a

Kansas corporation whose headquarters and principal place of

business are located in Topeka, Kansas.  Western produces and

distributes electricity and sells natural gas.  UtiliCorp is a

Delaware corporation but its principal place of business is also

in Missouri.  The company provides energy services and sells

natural gas.

     These companies, in anticipation of change within the energy

industry, started contemplating strategic mergers.  In June of

1994, KCPL and Western exchanged confidential information and

began considering a business combination.  KCPL's board, however,

determined that a merger with Western would not be in the

company's best interest.  Beginning in May of 1995, KCPL's

chairman and chief executive officer, A. Drue Jennings (Jennings)

began meeting with Richard C. Green Jr. (Green), UtiliCorp's

president and chief executive officer, to discuss a merger.  The

talks continued, teams were formed to explore opportunities, the

companies' Boards were consulted, and on January 19, 1996, the

KCPL Board approved a merger agreement with UtiliCorp.

     Pursuant to this Original Merger Agreement, KCPL and

UtiliCorp would merge into a new Delaware corporation ("Newco").

Each share of KCPL stock would be converted into one Newco share,

and each share of UtiliCorp stock would be converted into 1.096

Newco shares.  This merger plan was executed pursuant to the

General and Business Corporation Law of Missouri ("MGBCL"),

Section 351.410(1), and the transaction would have required the

affirmative vote of two-thirds of the outstanding KCPL shares.(2)

On April 9, 1996, KCPL announced that the shareholders would vote

upon the Original Merger Agreement at its annual meeting on 

May 22, 1996.

     On April 14, 1996, Western sent Jennings a letter proposing

a merger in which each KCPL shareholder would receive Western

common stock purportedly worth $28 for each KCPL share, subject

to a "collar" limiting the amount of Western stock that KCPL

shareholders could receive.  Shortly after delivery, Western

released the letter to the media.  The KCPL Board unanimously

rejected Western's proposal.  Western countered by filing

preliminary proxy materials with the Securities Exchange

Commission to solicit KCPL shareholders to vote against approval

of the Original Merger Agreement at the May 22 meeting.

     On May 9, 1996, the KCPL Board met to review the status of

the Original Merger Agreement.  The Board received presentations

from management, financial advisors, and legal advisors.  KCPL's

proxy solicitation firm reported that it would be difficult to

obtain the affirmative votes of two-thirds of all outstanding

shares.  Additionally, Institutional Shareholders Service, an

independent organization, recommenced that KCPL shareholders vote

against the UtiliCorp merger.

     The following week, Green and Jennings met to discuss ways

to improve the deal for KCPL shareholders.  Eventually Green

offered KCPL shareholders an exchange ratio of 1 to 1, but

demanded that the merger be restructured.  The KCPL Board

convened on May 20, 1996 to consider the revised agreement and,

after lengthy discussion, unanimously approved a Revised Merger

Agreement.  The board also decided to cancel the May 22

shareholder vote.

     The merger would now be carried out over two steps.  The

first would be a reverse triangular merger.  The second would

require a short-form merger.  In order to effectuate the reverse

triangular merger, KCPL would form a wholly-owned subsidiary

("Sub") that would merge with and into UtiliCorp.  Each

outstanding share of Sub stock would be converted into one share

of UtiliCorp stock (held by KCPL), and each outstanding share of

UtiliCorp stock would be converted into one share of KCPL stock

(held by UtiliCorp shareholders).  UtiliCorp would be the

surviving corporation and a wholly-owned subsidiary of KCPL.  The

reverse triangular merger is provided for under MGBCL Section

351.410(3).  Section 351.185(3) also governs this transaction

because shares must be issued before the merger can take place.

This section does not require any shareholder vote.  Id.

     Step two would occur immediately after the merger of Sub and

UtiliCorp.  UtiliCorp would be merged with and into KCPL.  KCPL

would be the surviving corporation but would change its name to

Maxim Energies, Inc.  The short-form merger is governed by MGBCL

Section 351.447.(4)  Again, no vote or appraisal rights are afforded to

the shareholders.  Id.

     Although technically no shareholder vote would be required

to effectuate the revised merger under Missouri law, the New York

Stock Exchange ("NYSE") requires that a majority of the voting

shareholders must approve the issuance of shares in the first

step--the reverse triangular portion--of the transaction.  The

Revised Merger Agreement is to be considered and voted upon at a

special meeting on August 7, 1996.

     KCPL filed this lawsuit seeking a declaration that the

Revised Merger Agreement is valid under the laws of Missouri.

Western filed a counterclaim alleging that the KCPL Board of

Directors breached its fiduciary duty to the shareholders when it

canceled the May 22 vote and when it approved the Revised Merger

Agreement which totally eliminated the shareholders' right to

vote.  The parties submitted briefs and presented evidence at the

hearing on these narrow issues.  The subject of this Order,

however, will be limited to the legality of the Revised Merger

Agreement.  All fiduciary duty claims will be addressed after the

shareholder classes have been established and all parties have

been named.



                           Discussion

     KCPL asks for this Court's "stamp of approval" for its

Revised Merger Agreement with UtiliCorp, and argues that it is

entitled to partial summary judgment because the laws of the

State of Missouri provide for the two-step transaction.  Not

surprisingly, UtiliCorp also asserts that Missouri law allows for

this type of merger.  Western and Manson, however, argue that the

two steps result in the same outcome as contemplated under the

Original Merger Agreement.  They then argue that Missouri's

general merger statute is triggered and the two-thirds vote would

still be required.

     No party challenges the validity of the reverse triangular

merger or the short-form merger.  The parties note that Missouri

law provides for these transactions and that important business

purposes are accomplished by them.  The issue facing this Court

then, is what was the intent of the Missouri Legislature

regarding the use of these statutes in conjunction?  Did the

lawmakers intend for each statute in the MGBCL to stand

independently or did they intend for these provisions to be

harmonized so that minority shareholder rights would be

protected?  Lacking legal precedent or legislative history, this

Court must turn to the principles of statutory interpretation.(5)

     KCPL urges this Court to adopt the doctrine of independent

legal significance.  This doctrine, adopted in several states

including Delaware and Kansas, stands for the proposition that

actions taken pursuant to the authority of various sections of

the law constitute acts of independent legal significance and

their validity is not dependent on other sections of an act.

Hesston Corp. v. Kays, 870 P.2d 17, 40 (Kan. 1994).  See also

Orzeck v. Englehart, 195 A.2d 375 (Del. 1963).  The separate

sections of the corporation law are considered to be of equal

dignity, and a corporation is allowed to resort to one section

without having to meet the requirements of a different section.

Hesston Corp., 870 P.2d at 39-40.

     The doctrine of independent legal significance, however, has

not been adopted in Missouri.  KCPL cites one case, Kirtz v.

Grossman, 463 S.W.2d 541 (Mo. Ct. App. 1971), in support of their

contention that Missouri would be willing to adopt the doctrine.

In Kirtz, Essex International ("Essex") acquired over 97% of the

stock of Diatemp, voted all of its Diatemp stock in favor of

dissolution, and proposed paying the minority shareholders book

value for their shares even though the fair value of the

company's assets exceeded book value.  Id. at 542-43.  The

minority shareholders argued that because Essex intended to

continue the business with the same employees and at the same

location, the dissolution was really a consolidation and,

therefore, illegal.  Id. at 543.  The court held that even though

Essex intended to continue the business, Diatemp was not deprived

of its statutory right to dissolve.  Id.  The court did not refer

to the doctrine of independent legal significance or apply its

reasoning, and more importantly, the court's decision can be

fairly read as a straight interpretation of a dissolution statute

amendment.

     In response to the Missouri Supreme Court's voiding of a

purported dissolution that resulted in joining assets and

operations of two mining corporations In re Doe Run Lead Co., 223

S.W. 600, the state legislature repealed a portion of a statute

which restricted the right of consolidation to manufacturing

corporations.  Kirtz, 463 S.W.2d at 543 (citing Section 9759, Laws of

1921, p. 266).  The amendment also stated, "[i]t shall be no

objection to any proceeding brought under the provisions of this

article, nor shall it be a violation of any statute relating to

the consolidation of corporations, that the property or assets of

the corporation sought to be dissolved may, after a decree of

dissolution, shall have been made, be acquired and thereafter

used by any other person or persons, natural or corporate, in the

same or a similar business."  Id.  It is more likely that the

court was simply applying this statute rather than adopting the

doctrine of independent legal significance.

     This Court is hesitant to impose a doctrine on the state of

Missouri with little to no indication of acceptance, especially

when Missouri has clearly adopted a different rule of statutory

construction.  The general rule in Missouri has been to consider

an entire legislative act together and to harmonize all

provisions.  City of Willow Springs v. Missouri State Librarian,

596 S.W.2d 441, 446 (Mo. 1980)(en banc)(citing McCord v. Missouri

Crooked River Backwater Levee Dist., 295 S.W.2d 42, 45 (Mo.

1956)).  "Furthermore, it is an established rule of statutory

construction that when a general statute...and a specific

statute...deal with the same subject matter, the specific statute

prevails over the general one."  State ex rel. Osborne v. Goeke,

806 S.W.2d 670, 672 (Mo. 1991)(en banc)(citing State ex rel.

Burlington N. v. Forder, 787 S.W.2d 725, 726-27 (Mo. 1990)(en

banc)).

     The court in AHI Metnall v. J.C. Nichols Co., 891 F.Supp.

1352 (W.D. Mo. 1995), applied these Missouri principles and

interpreted the MGBCL as one unified legislative scheme.  A

minority shareholder argued that MGBCL Section 351.245(2) prevented the

corporation's controlling shareholder from voting shares that had

been pledged to the corporation as security for a loan.  Id. at

1358.  Section 351.245(2) provides that "[n]o person shall be

admitted to vote on any shares belonging or hypothecated to the

corporation which issued the shares."  Id.  The controlling

shareholder argued that it could vote the shares under MGBCL

351.260(4), which provides that "a shareholder whose shares are

pledged shall be entitled to vote such shares until the shares

have been transferred into the name pledgee, and thereafter the

pledgee shall be entitled to vote the shares so transferred."

Id.

     The court concluded that because Section 351.260(4) "merely

addresses the general situation where a pledgee is allowed to

vote his or her stock even though it is pledged to a third-party,

such as a lending institution...the general provisions of Section

351.260(4) are trumped by the narrowly-tailored provisions of

Section 351.245(2)," which applies to shares pledged to

corporations, the type of transaction at issue.  Id.

     Step one of KCPL and UtiliCorp's transaction is governed by

MGBCL Section 351.185.  This general statute addresses consideration

for shares and is contained in the "Capital, Surplus and

Stockholders" section of Chapter 351.  In contrast, Section 351.410

positioned in the "Merger and Consolidation" section specifically

addresses the elements necessary to effectuate a merger.

Included is the requirement that a merger plan be submitted for a

vote at a meeting of shareholders.  Id.  Further, Section 351.425, also

contained under the merger heading, sets out the specific two-

third voting requirement.  Unfortunately, Missouri's statutory

construction principles cannot be simply and neatly applied in

this instance because the short-form merger statute which

eliminates a shareholder vote is contained in the same merger

section.  It too is specific.

     This Court, however, cannot ignore the outcome of the whole

revised transaction--step one plus step two.  It is the entire

process and the eventual outcome that must be contemplated in

light of the statutes.  KCPL's Original Merger Agreement would

have resulted in one corporation--the equal combination of KCPL

and UtiliCorp.  All assets and liabilities would have been

absorbed into Newco.  Although the Revised Merger Agreement

creates a two-step merger and utilizes two different statutes,

the outcome is exactly the same.  One corporation with all the

assets and liabilities of UtiliCorp and KCPL will result.  Aside

from the increased ratio of shares to KCPL stockholders, the only

change from the Original Merger Agreement is the destruction of

the KCPL shareholders' right to vote and their appraisal rights.

     In light of Missouri's statutory interpretation principles,

this Court must view the MGBCL as one legislative unit and seek

to "harmonize" the statues at issue.  The only way in which this

task may be accomplished is by reading the MGBCL as requiring a

vote of outstanding shares when the reverse triangular merger and

the short-form merger are used together to accomplish the same

result contemplated by Missouri's specific merger statutes.(6)

     This interpretation does not violate Missouri's stated

principles.  When Sections 351.410(3), 351.185, and 351.447 are

used individually, they are particularly suited to the

transactions at hand.(7)  However, when they are used in

conjunction to achieve the same type of merger that would

normally be governed by Section 351.410, the more specific statute must

trump the general ones, and a vote is required.  See Flarsheim v.

Twenty Five Thirty Two Broadway Corp., 432 S.W.2d 245, 251 (Mo.

1968)("Statutes relating to the same subject must be read

together, and provisions of one having special application to a

particular subject will be deemed a qualification to another

statute in its general terms.")(citations omitted).

     This interpretation also better reflects the well-documented

protection of shareholder rights.  KCPL and UtiliCorp have

stressed that if a two-thirds vote is required, a small minority

could thwart the will of the majority.(8)  This fact is of little

consequence for the law supports minority shareholder rights.  At

common law, unanimous shareholder approval was required for

mergers.  Flarsheim, 432 S.W.2d at 251.  A statutory enactment

lowered the requirement to a three-fourths approval.  Id.

Although the margin was again lowered to two-thirds, the still

rigorous requirement reflects an intention on the part of

Missouri's General Assembly to preserve minority shareholder

rights.

     Additionally, Missouri courts have warned that "courts

should be careful not to weaken or fritter away by construction

the protection given minority shareholders...."  Id. at 252.

This Court has held that a Missouri statute requiring a two-

thirds vote for the sale of corporate assets and similar statutes

"are designed primarily for the purpose of protecting the

interests of the shareholders of the corporation, particularly

those of dissenting shareholders, and they are not based upon

consideration of the public welfare."  Wooster Republican

Printing Co., 533 F. Supp. 601, 617 (W.D. Mo. 1981)(citing

Beaufort Transfer Co. v. Fisher Trucking Co., 451 S.W.2d 40, 43

(Mo. 1970); Flarsheim, 432 S.W.2d at 252; Still v. Travelers

Indemnity Co., 374 S.W.2d 95, 100 (Mo. 1963)).(9)

     In light of the statutory construction principles already

adopted in Missouri and of the importance of protecting

shareholder rights, this Court finds that KCPL's Revised Merger

Agreement is subject to an affirmative vote of at least two-

thirds of its outstanding shares.



                           Conclusion

     For the reasons outlined above,

     It is hereby

     ORDERED that KCPL's Motion for Partial Summary Judgment is

denied.



                               /s/ Scott O. Wright
                                   SCOTT O. WRIGHT
                         Senior United States District Judge

August     2, 1996.


_______________________________

(1)  Any two or more domestic corporations may merge into one of
     the corporations in the following manner: The board of directors
     of each corporation shall approve a plan of merger and direct the
     submission of the plan to a vote at a meeting of shareholders.

     The plan of merger shall set forth:
     
     (1)   The names of the corporations proposing to merge, and the
     name of the corporation into which they propose to merge, which
     is herein designated as "the surviving corporation";

     (2)   The terms and conditions of the proposed merger and the
     mode of carrying it into effect;

     (3)   The manner and basis of converting the shares of each
     merging corporation into cash, property, shares or other
     securities or obligations of the surviving corporation, or (if
     any shares of any merging corporation are not to be converted
     solely into cash, property, shares or other securities or
     obligations of the surviving corporation) into cash, property,
     shares or other securities or obligations of any other domestic
     or foreign corporation, which cash, property, shares or other
     securities or obligations of any other domestic or foreign
     corporation may be in addition to or completely in lieu of cash,
     property, shares or other securities or obligations of the
     surviving corporation;

     (4)   A statement of any changes in the articles of incorporation
     of the surviving corporation to be effected by the merger;

     (5)   Such other provisions with respect to the proposed merger
     as are deemed necessary or desirable.

Mo. Ann. Stat.  351.410 (Vernon 1991).

(2)  At each such meeting a vote of the shareholders entitled to
     vote thereat shall be taken on the proposed plan of merger or
     consolidation.  The plan of merger or consolidation shall be
     approved upon receiving the affirmative vote of the holders of at
     least two-thirds of the outstanding shares entitled to vote at
     such meeting, of each of such corporations.

Mo. Ann. Stat.  351.425 (Vernon 1991).

(3)  1.  Shares having a par value shall be issued for such
     consideration not less than the par value thereof as shall be
     fixed from time to time by the board of directors.  Shares
     without par value may be issued for such consideration as may be
     fixed from time to time by the board of directors unless the
     articles of incorporation reserve to the shareholders the right
     to fix the consideration.  Shares of a corporation issued and
     thereafter acquired by it may be disposed of by the corporation
     for such consideration as may be fixed from time to time by the
     directors.  That part of the surplus of a corporation which is
     transferred to stated capital upon the issuance of a share
     dividend shall be deemed to be the consideration for the issuance
     of such shares.

Mo. Ann. Stat.  351.185 (Vernon 1991).

(4)  1.  In any case in which at least ninety percent of the
     outstanding shares of each class of a corporation or corporations
     is owned by another corporation and one of the corporations is a
     domestic corporation and the other or others are domestic
     corporations, or foreign corporations if the laws of the
     jurisdictions of their incorporation permit a corporation of that
     jurisdiction to merge with a corporation of another jurisdiction,
     the corporation having such share ownership may either merge the
     other corporation or corporations into itself and assume all of
     its or their obligations, or merge itself, or itself and one or
     more of the other corporations, into one of the other
     corporations without any vote of the shareholders of any domestic
     corporation...

Mo. Ann. Stat.  351.447 (Vernon 1991).

(5)  KCPL attempted to show through its briefing and testimony
     that, unlike a merger with Western, a joint venture with
     UtiliCorp created a better strategic fit and would better protect
     the future of the company.  Similarly, Western attempted to show
     that their proposal would best serve the interest of the
     shareholders.  The "value" of either deal is irrelevant to this
     Court's interpretation of Missouri's laws.  This Order in no way
     attempts to evaluate merger proposals before the KCPL
     shareholders.

(6)  This Court is only addressing the narrow fact scenario
     presented in this case.

(7)  Mergers carried out pursuant to these statutes individually
     serve important business purposes.  For example, the reverse
     triangular merger results in two corporations--a parent and a
     subsidiary.  These entities, however, remain separate which
     creates liability and tax advantages.  Additionally, it makes
     sense that a shareholder vote would not be required for a short-
     form merger because a wholly-owned subsidiary is being absorbed
     into a parent corporation.

(8)  KCPL also argues that due to the NYSE rule, a majority of
     shareholders will in fact be required to effectuate the merger
     and that appraisal rights will be protected due to shareholders'
     ability to sell their publicly traded stock.  This argument is
     also unpersuasive.  Section 351.425 requires that a merger be
     approved by the affirmative vote of at least two-thirds of all
     outstanding shares.  All shares not voted are counted as votes
     against the merger.  The NYSE rule only requires a majority vote
     of a quorum.  In this instance, as little as 25% of the
     shareholders plus one could be enough to approve the merger
     agreement.  Further, minority shareholders in a corporation whose
     stock was not traded on the New York Stock Exchange would be left
     with no voting or appraisal rights whatsoever.

(9)  This Court did not ignore the cases cited by KCPL in
     support of its argument.  The cases merely do not lend guidance
     because they do not contain the factual situation presented in
     this lawsuit.  For example, in Equity Group Holdings v. DMG,
     Inc., 576 F. Supp. 1197 (S.D. Fla. 1983), the court was deciding
     whether a two-thirds vote of a parent corporation's shareholders
     as required to carry out a triangular merger.  This transaction
     amounted to only step one of KCPL's plan.  Two corporations,
     rather than one, resulted.  Id.  Similar three-party mergers were
     analyzed in Terry v. Penn. Cen. Corp., 527 F. Supp. 118 (E.D.
     Penn. 981), Wanvig v. Johnson Controls, Inc., No. 663-487, slip
     op. (Wis. Ct. App. March 24, 1985), and Perl v. IU Int'l Corp.,
     607 P.2d 1036 (Haw. 1980).




                                                                Exhibit 85

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 POSTPONES AUGUST 7, 1996
                 SPECIAL MEETING OF SHAREHOLDERS

KANSAS CITY, MISSOURI (AUGUST 5, 1996) -- Kansas City Power &
Light Company (NYSE:  KLT) announced today that it is postponing
its Special Meeting of Shareholders which was scheduled to be
held on August 7, 1996.  The Special Meeting is being postponed
after consideration of the views of the staff of the U.S.
Securities and Exchange Commission that it is necessary to
provide KCPL shareholders with additional time to consider
information concerning the August 2, 1996 order of the United
States District Court for the Western District of Missouri
regarding the required vote in KCPL's proposed merger with
UtiliCorp United Inc. (NYSE:  UCU).

The Company also announced that the District Court indicated
today that it would consider entering an order that would permit
immediate appeal of its August 2, 1996 ruling to the Eighth
Circuit Court of Appeals after the Special Meeting of
Shareholders is held.

Shareholders will be notified in the next few days as to the new
time, date and place for the postponed Special Meeting.

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.

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