FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net

1. Name and Address of Reporting Person* Gipson William L.	2. Issuer Name and Ticker or Trading Symbol The Empire District Electric Company - "EDE"		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director                                       10% Owner X Officer (give title below)          Other (specify below) President and Chief Executive Officer
(Last)      (First)     (Middle) The Empire District Electric Company 602 Joplin Avenue	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 02/06/2003
(Street) Joplin, MO 64801		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person     Form filed by More than One Reporting Person
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/31/2002		A	V	393	A	$20.80		D
Common Stock	02/04/2002		F	V	82	D	$20.72		D
Common Stock	05/31/2002		A	V	200	A	$17.73	14,400.9714	D
Common Stock								2,341.0000	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Employee Stock Option

$20.95

01/31/2002

A

V

20,800

01/31/2005

01/31/2012

Common Stock

20,800

$20.95

20,800

D

Employee Stock Option

$18.25

02/06/2003

A

28,900

02/06/2006

02/06/2013

Common Stock

28,900

$18.25

49,700

D

Explanation of Responses:

By: /s/ Janet S. Watson
             Attorney In Fact
**Signature of Reporting Person 02/10/2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY



For Executing Forms 3, 4, and 5



  Know all by these presents, that the undersigned hereby constitutes and

appoints each of Janet S. Watson, and Gregory A. Knapp, signing singly, his/her true and

lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934 and the

rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete the execution of any such Form 3, 4

 or 5 and the filing of such form with the United States Securities and Exchange

Commission, the New York Stock Exchange and any other authority; and



(3) take any other action of any type whatsoever in connection with the

 foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

 in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in

his/her discretion.



  The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform all and every act and thing whatsoever requisite, necessary and

proper to be done in the exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as such attorney-in-fact might or could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-

fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this

Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.



  This Power of Attorney shall expire when I am no longer an officer or director

of The Empire District Electric Company.



  IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 7th day of February 2003.













Signature











William L. Gipson



Print Name