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                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of 
                      the Securities Exchange Act of 1934
 
    Filed by the Registrant / /
    Filed by a Party other than the Registrant /X/
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to Rule 14a-11  or
         or Rule 14a-12
 
               KANSAS CITY POWER AND LIGHT COMPANY
- ---------------------------------------------------------------------- 
                (Name of Registrant as Specified In Its Charter) 
 
                    WESTERN RESOURCES, INC.
- ---------------------------------------------------------------------- 
                   (Name of Person(s) Filing Proxy Statement) 
 
Payment of Filing Fee (Check the appropriate box):
 
/ /  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2)
/ /  $500 per  each party  to  the controversy  pursuant  to Exchange  Act
     Rule 14a-6(I)(3)
/ /  Fee computed  on   table  below   per  Exchange   Act  Rules  14a-6(I)(4) 
     and 0-11

     1) Title of each class of securities to which transaction applies: 
     ------------------------------------------------------------------ 
     2) Aggregate number of securities to which transaction applies: 
      ----------------------------------------------------------------- 
     3) Per unit  price  or  other  underlying  value  of  transaction
          computed pursuant to Exchange Act Rule 0-11:*
      ----------------------------------------------------------------- 
     4) Proposed maximum aggregate value of transaction:
      -----------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
     was determined.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2)  and identify the  filing for which the  offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.
 
     1) Amount Previously Paid:
        ------------------------------------------------------------ 
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------ 
     3) Filing Party:
        ------------------------------------------------------------ 
     4) Date Filed:
        ------------------------------------------------------------ 
 
/x/  Filing fee paid with preliminary filing.

The following materials will be used in presentations to be made to the public
beginning June 17, 1996:

  Western
  Resources(r)
     and
     KCPL

Recent activities

Western Resources raised its offer to $31.00 with an exchange ratio of 0.933 to
1.100 shares of Western Resources common stock for each KCPL share

WR's projected post-merger dividend is in the range of $2.00 to $2.35 for each
KCPL share

WR expects to mail its exchange offer in early July

UCU/KCPL canceled the May 22 shareholder vote on their original proposal,
presumably because they did not have adequate shareholder support



  Western
  Resources(r)
     and
     KCPL

Shareholder advantages

               Western                          Western
               Resources'                       Resources'
               Offer (1)         KCPL           Premium

Price               $31.00         $23.875 (2)         30%

Current
dividend       $1.92 - $2.27  $ 1.56                23%-45%

Dividend
at closing        $2.00 - $2.35    $ 1.85 (3)           8%-27%

                

(1)  Subject to exchange ratio of 0.933-1.100 Western Resources shares for
     each KCPL share.  Dividend at closing based on post-merger indicated
     dividend of $2.14 per share as projected in Western's proposed exchange
    offer.  Western Resources' current
     indicated annual dividend is $2.06
(2)  KCPL closing share price on April 12, 1996, the last trading day before
     the public announcement of the Western Resources Offer
(3)  Based on announcement by KCPL/UCU of intent to recommend a dividend of
     $1.85 following the close of the proposed combination of KCPL and UCU



Western
  Resources(r)
     and
     KCPL

Implied P/E Ratio and Dividend Yield of Western Resources Offer

Exchange  WR     1998     Implied  1998          Payout  Implied
Ratio           Price  EPS(1)      P/E Ratio Dividend(2)         Ratio  Yield

Top of Collar
0.933     $33.25  $2.62     12.7x        $2.14              81.7%      6.4%
Bottom of Collar
1.100          $28.125  $2.42     11.6x       $2.14              88.4%      7.6%

During the prior 52-week period, the high and low closing prices of Western
Resources' stock were $34.625 and $28.625, respectively

(1) Based on combined company financial forecast
(2) Post-merger projected Western Resources annual dividend



  Western
  Resources(r)
     and
     KCPL

Calculation of stock price and dividends to KCPL shareholders --
post-merger indicated dividends

          Western   Exchange  Stock     Premium   Dividend  Increase
          Stock     Ratio     Value     to KCPL   to KCPL   in KCPL
          Price     WR/KCPL   to KCPL   April 12  Holders(1)Dividend(2)

          $27.00    1.100     $29.70    24.4%     $2.35     27.2%
           27.50    1.100      30.25    26.7%      2.35     27.2%
           28.00    1.100      30.80    29.0%      2.35     27.2%
Collar    ----------------------------------------------------------
           28.18    1.100      31.00    29.8%      2.35     27.2%
           28.50    1.088      31.00    29.8%      2.33     25.8%
           29.00    1.069      31.00    29.8%      2.29     23.7%
           29.50    1.051      31.00    29.8%      2.25     21.6%
           30.00    1.033      31.00    29.8%      2.21     19.5%
           30.50    1.016      31.00    29.8%      2.18     17.6%
           31.00    1.000      31.00    29.8%      2.14     15.7%
           31.50    0.984      31.00    29.8%      2.11     13.8%
           32.00    0.969      31.00    29.8%      2.07     12.1%
           32.50    0.954      31.00    29.8%      2.04     10.3%     
           33.00    0.939      31.00    29.8%      2.01      8.6%
           33.23    0.933      31.00    29.8%      2.00      7.9%
Collar    ----------------------------------------------------------
           33.50    0.933      31.26    30.9%      2.00      7.9%
           34.00    0.933      31.72    32.9%      2.00      7.9%
           34.50    0.933      32.19    34.8%      2.00      7.9%
           35.00    0.933      32.66    36.8%      2.00      7.9%
     
     (1) Based on projected 1998 post-merger indicated dividend of $2.14 as   
      projected in Western's proposed exchange offer and applicable exchange
      ratio

     (2) Based on announcement by KCPL/UCU of intent to recommend a dividend
      of $1.85 following the close of the proposed combination of KCPL and UCU



  Western
  Resources(r)
     and
     KCPL

Implied Value of KCPL Offer

[Line Graph]
[Line plotting the effect the exchange ratio would have had if the merger of
 WR and KCPL had been effected on that date based on the closing price of
 Western Resources' common stock closing price each week from January 19, 1996
 to June 14, 1996]

Based on WR's price and exchange ratio of 0.933 to 1.100

WR's offer, had it been in effect, would have yielded
superior stock value ($31.00 or higher) compared to
the implied stock value of a UCU/KCPL combination.

[Line plotting the effect of an exchange ratio of 1 would have had if the
 merger of UtiliCorp and KCPL had been effected on that date based on the
 closing price of UtiliCorp's common stock closing price each week from
 January 19, 1996 to June 14, 1996]

Weighted average valuation of UCU/KCPL at 1 for 1

[Legend]
KCPL/UCU Value - red line
WR Offer to KCPL - dashed green line

(Weekly data 1/19/96 - 6/14/96)



  Western
  Resources(r)
     and
     KCPL

Customer advantages

KCPL rates decrease $28 million per year
  Honor Missouri rate reduction of $20 million per year
  Reduce KCPL rates $8 million in Kansas (30% better than UCU/KCPL)

KGE rates decrease $10 million per year

No electric rate increase for five years

KCPL, KGE, and KPL rates will all be below current national average within
seven years under the Western Resources plan



Western
  Resources(r)
     and
     KCPL

Combined company financial forecast

Top of the Collar Exchange Ratio = 0.933

                                 1998            1999            2000
 (dollars in thousands, except per share amounts)

 Operating revenues            $2,657,262      $2,722,600     $2,796,483
 Operating expenses             2,190,826       2,240,197      2,318,175
 Transaction costs                 88,000              --             --
 Operating income                 378,436         482,403        478,308
 Other income and deductions       61,048          79,611         85,735
 Income before interest charges   439,484         562,014        564,043

 Interest charges                 211,865         204,001        197,225

 Net income                       227,619         358,013        366,818

 Preferred and preference dividends 8,648          12,419         12,419
 Earnings applicable to 
    common stock                 $218,971        $345,594       $354,399

 Average common shares 
    outstanding                   123,188         124,642        125,682
 Earnings per common share          $1.78           $2.77          $2.82
 Earnings per common share excluding
   costs to achieve savings and
   transaction costs                $2.62           $2.79          $2.82

 Dividends per share                $2.14           $2.18          $2.22
 Dividend payout ratio              81.7%           78.1%          78.7%

Projected dividends per share
  to KCPL shareholders              $2.00           $2.03          $2.07



Western
  Resources(r)
     and
     KCPL

Combined company financial forecast

Bottom of the Collar  Exchange Ratio = 1.100

                                 1998            1999            2000
 (dollars in thousands, except per share amounts)

 Operating revenues            $2,657,262      $2,722,600     $2,796,483
 Operating expenses             2,190,639       2,239,487      2,316,846
 Transaction costs                 88,000              --             --
 Operating income                 378,623         483,113        479,637
 Other income and deductions       61,048          79,573         85,735
 Income before interest charges   439,671         562,686        565,372

 Interest charges                 212,335         205,786        200,568

 Net income                       227,336         356,900        364,804

 Preferred and preference dividends 8,648          12,419         12,419
 Earnings applicable to 
    common stock                 $218,688        $344,481       $352,385

 Average common shares 
    outstanding                   133,706         135,188        136,229
 Earnings per common share          $1.64           $2.55          $2.59
 Earnings per common share excluding
   costs to achieve savings and
   transaction costs                $2.42           $2.56          $2.59

 Dividends per share                $2.14           $2.18          $2.22
 Dividend payout ratio              88.4%           85.2%          85.7%

Projected dividends per share
  to KCPL shareholders              $2.35           $2.40          $2.44



  Western
  Resources(r)
     and
     KCPL

Projected merger timeline

  KCPL shareholder vote on original
  UCU offer                                CANCELED

  Western exchange offer effective      Expected early July

  Western receives 90%+KCPL stock       After effective date
  tendered                              of exchange offer
          OR

  Western negotiates with KCPL Board       "        "
          OR

  Western seeks removal of KCPL Board      "        "

  Western completes merger with KCPL    August 1997 - December 1997



  Western
  Resources(r)
     and
     KCPL

Action Required

To be able to take advantage of what we believe is the financially superior
Western Resources merger offer--

  Vote AGAINST the UCU/KCPL proposal
  Support Western Resources with a call to KCPL and to the members of
    KCPL's Board of Directors
  Tender KCPL shares to Western Resources when exchange offer commences



The preceding material contains forecasts, projections, and other
forward-looking statements, that are based on the unaudited forecasted
financial data with respect to the exchange offer.  All such information
is subject to the assumptions and variables described in the Western Resources
preliminary prospectus, dated April 22, 1996, as it may be amended from
time to time.

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
Securities and Exchange Commission.

A registration statement relating to the Western Resources securities referred
to in these materials 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.  These materials 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.



  Western
  Resources(r)
     and
     KCPL

Contacts

Georgeson & Company, Inc.
Wall Street Plaza
New York, New York  10005
800-223-2064

Rick Kready
Western Resources
818 Kansas Avenue
Topeka, Kansas 66612
913-575-8226



The following phonescript was used on June 17, 1996:

OUTLINE FOR
ANALYST CALL AND
NEWS CONFERENCE
JUNE 17, 1996

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD AND 
CHIEF EXECUTIVE OFFICER
WESTERN RESOURCES, INC.

Good morning.
This is John Hayes, chairman and chief executive officer of Western Resources.
Thank you for joining us this morning.  I will make a few opening comments, then
open it up for any questions you may have.

     [Joining with me in this call are:
     -David Wittig, President, Western Resources
     -Steve Kitchen, Executive Vice President and Chief Financial Officer]

     As you know, we have made an offer to merge with Kansas City Power &
Light Company.  It is our view that the benefits of combining KCPL and Western
Resources are simply too great to pass up.
     Because of this opportunity for shareowners, customers, employees and
the communities we serve, the Board of Directors of Western Resources has
authorized me to make the following increase in our proposal:
     We are now offering KCPL shareowners $31 of Western Resources stock per
KCPL share (within a collar of .933 and 1.1).  That is an increase from our
original proposal of $28 per share.  This new price represents a 30% premium
over KCPL's closing price on April 12, 1996, the last trading day prior to the
announcement of our original offer, and a 20% premium over last Friday's
closing price.
     The projected dividend range per KCPL share also goes up in this offer. 
Western Resources projects that the annual dividend at closing in 1998 will
range from $2.00 to $2.35.  This compares with the announced UtiliCorp
intention to recommend $1.85.
     Raising our offer reflects our belief that this merger makes great
business sense, and we must aggressively pursue its completion.
     Our plan is to move forward.  We anticipate that the Securities and
Exchange Commission will declare effective our registration statement in early
July.
     Immediately upon the SEC action, we will mail exchange offer materials
to KCPL shareowners.
     We urge the KCPL Board of Directors to accept our offer, which, we
believe, is clearly financially superior to the UtiliCorp proposal.  In our
view, the recent restructuring of the UtiliCorp proposal is an obvious attempt
to restrict the voice of shareowners.
     We remain hopeful that KCPL's management and board will see the merits
and benefits of our new offer and for the sake of their shareowners, employees
and customers, take the opportunity to meet with us personally to discuss the
offer.

[PAUSE]

     Now... let me entertain your questions.



The following press release / employee update was issued on June 17, 1996:


WESTERN RESOURCES RAISES KCPL MERGER OFFER
TO $31 FROM $28 PER KCPL COMMON SHARE

KCPL DIVIDENDS TO INCREASE

     TOPEKA, Kansas, June 17, 1996 -- Western Resources today increased the
price in its offer to merge with Kansas City Power & Light Company (KCPL) to
$31 from $28 in Western Resources common shares for each share of KCPL common
stock. The increased offer, which remains a tax-free, stock-for-stock
transaction, is valued at $1.9 billion.

     With the higher offer of $31, the offer represents a 30 percent premium
over the closing price of  KCPL's common stock immediately prior to Western
Resources' announcement of its original offer and a 20 percent premium over
last Friday's closing price. 

     Under the revised offer, following the merger KCPL shareholders would
receive a dividend of between $2.00 and $2.35 per KCPL common share based on
Western Resources' projected 1998 annual dividend.

     "This merger makes great business sense, and we must pursue its
completion. We urge the KCPL board of directors to accept our offer that we
believe is clearly financially superior to the UtiliCorp proposal," said John
E. Hayes, Jr., Western Resources chairman of the board and chief executive
officer. 

      "A combined Western Resources/KCPL will be better positioned to lead
the reshaping of the increasingly competitive marketplace. Together, we will
be able to create additional value for our shareholders and our customers," he
said. 

     "We believe the recent restructuring of the UtiliCorp/KCPL merger
proposal is an obvious attempt to restrict the voice of KCPL shareholders. Our
$31 offer per KCPL common share equates to better value, a stronger company,
and economic benefits to our bi-state area."

     Hayes said the company anticipates the registration statement for its
exchange offer for KCPL will be declared effective by the Securities and
Exchange Commission in early July. Immediately thereafter, the company will
mail exchange offer materials to KCPL shareholders.

     "We remain hopeful that KCPL's management and board will see the merits
and benefits of our new offer and, for the sake of their shareholders,
employees, and customers, take the opportunity to meet with us personally to
discuss our offer," said Hayes. 

     A copy of the correspondence sent today to KCPL is attached.

     Western Resources (NYSE:WR) is a diversified energy company. Its
utilities, KPL and KGE, operating in Kansas and Oklahoma, provide natural gas
service to approximately 650,000 customers and electric service to
approximately 600,000 customers. Through its subsidiaries, Westar Business
Services, Westar Consumer Services, Westar Capital, and The Wing Group,
energy-related products and services are developed and marketed in the
continental U.S., and offshore. 

     For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.



(Letter of John E. Hayes, Jr., Chairman of the Board and Chief Executive
Officer of Western Resources, Inc.)

     
                                                June 17, 1996

Mr. A. Drue Jennings
Chairman of the Board, President
  and Chief Executive Officer
Kansas City Power & Light Company
1201 Walnut
Kansas City, MO 64141-9679
     
Dear Drue,
     
  The Board of Directors of Western Resources feels so strongly 
about the benefits of combining our companies that it has authorized me 
to make the following revised merger offer:

       KCPL shareowners would receive $31 in Western Resources common   
     stock in exchange for each share of KCPL common stock.  The        
     exchange ratio has a protective collar so that KCPL shareowners    
     will receive at least 0.933 and as much as 1.1 shares of Western   
     Resources common stock for each share of KCPL common stock.
     
       This new price represents a 30% premium over KCPL's closing      
     price on April 12, 1996, the last trading day prior to the         
     announcement of our original offer, and a 20% premium over last    
     Friday's closing price.
     
       Under this revised offer, following the merger KCPL shareowners  
     would receive a dividend of between $2.00 and $2.35 per KCPL share 
     based on Western Resources' projected 1998 annual dividend.
     
  As I stated to you in my letter of April 14th, a combined 
KCPL/Western Resources will be better positioned to lead the reshaping 
of the increasingly competitive marketplace brought about by technology, 
customer and legislative demands.
         
  Our four part business strategy consists of the following 
elements:

       a strong core utility business, 

       a strong regional presence as a total energy provider,

       a branded national presence that will cause us to be among the   
         leading diversified energy and related services companies in the
         U.S., and being a leader in the international energy business.
     
  We will be able to create value because of our larger scale, 
expanded access to future energy customers, and the complementary nature 
of our growing energy and unregulated businesses.
         
  This offer is, of course, contingent upon receipt of necessary 
approvals from shareowners, regulatory and other governmental agencies, 
and the availability of pooling of interest accounting.  In addition, 
this offer is expressly conditioned on KCPL's compliance with and 
termination of its obligations under your Amended and Restated Agreement 
and Plan of Merger, dated as of May 20, 1996.

  Western Resources is prepared to negotiate a friendly transaction 
with KCPL that will deliver superior value to your shareowners.  Make no 
mistake, however, if you again refuse to discuss our revised offer with 
     us, we will continue the pursuit of our offer by directly seeking the 
     support of your shareowners.  Restructuring your deal is an obvious 
     attempt to disenfranchise your shareowners, raising one essential 
     question... who really owns KCPL, the management or the shareowners?
     
       As I am sure you can appreciate, time is of the essence.  
     Accordingly, we would appreciate hearing from you as soon as 
     practicable, and in any event, no later than noon on Monday, June 24, 
     1996.
          
                                        Sincerely,
     
                                        /s/ John
     
     
     
          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 Securities and
          Exchange Commission.
     
          A registration statement relating to the Western Resources securities
     referred to in these materials 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. These materials 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 law of any such state.