8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 21, 2006

THE EMPIRE DISTRICT ELECTRIC COMPANY       

(Exact name of registrant as specified in charter)

Kansas	1-3368	44-0236370
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

602 Joplin Street, Joplin, Missouri	64801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (417) 625-5100

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8 — OTHER EVENTS

Item 8.01                Other Events.

On June 21, 2006, The Empire District Electric Company completed a public offering of 3,795,000 shares of common stock. Attached hereto as Exhibit 99.1 is an opinion of Anderson & Byrd regarding the legality of Empire’s issuance and sale of 3,795,000 shares of common stock, which exhibit is incorporated by reference herein. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to Empire’s registration statement on Form S-3 (File No. 333-129069), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits. The following exhibit is filed herewith:

Exhibit No.

Description

99.1

Opinion of Anderson & Byrd regarding the legality of Empire’s issuance and sale of 3,795,000 shares of common stock. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to Empire’s registration statement on Form S-3 (File No. 333-129069), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE EMPIRE DISTRICT ELECTRIC COMPANY
By	/s/Gregory A. Knapp
	Name:	Gregory A. Knapp
	Title:	Vice President-Finance and Chief Financial Officer

Dated: June 21, 2006

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Exhibit Index

Exhibit Number

Description

99.1

Opinion of Anderson & Byrd regarding the legality of Empire’s issuance and sale of 3,795,000 shares of common stock. This exhibit is filed herewith pursuant to Item 601 of Regulation S-K under the Securities Act of 1933 in lieu of filing as an exhibit to Empire’s registration statement on Form S-3 (File No. 333-129069), and, as this current report on Form 8-K is incorporated by reference in such registration statement, is set forth in full in such registration statement.

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EX-99.1

Exhibit 99.1

[Letterhead of Anderson & Byrd]

June 21, 2006

The Empire District Electric Company
602 Joplin Street
Joplin, Missouri  64801

Re:SEC Registration Statement on Form S-3 (File No. 333-129069)

Ladies and Gentlemen:

We are acting as counsel for The Empire District Electric Company, a Kansas corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-129069) (the “Registration Statement”), of up to $400,000,000 principal amount of shares of the Company’s Common Stock, par value $1.00 (the “New Common Stock”), and the related Preference Stock Purchase Rights (the “Rights”) and/or shares of the Company’s Preference Stock, no par value (the “New Preference Stock”) and/or one or more series of the Company’s unsecured debt securities (the “New Debt Securities”) and/or one or more series of the Company’s First Mortgage Bonds.

On June 21, 2006, the Company issued and sold 3,795,000 shares of New Common Stock (the “Issued Stock”) covered by the Registration Statement, with each such share issued with an attached Right (the “Issued Rights”).

We advise you that in our opinion:

1.             The Company is a corporation duly organized and validly existing under the laws of the State of Kansas.

2.             The Issued Stock has been duly authorized and legally issued, and is fully paid and non-assessable.

3.             The Issued Rights have been duly authorized and legally issued.

We hereby consent to the use of a copy of this opinion as an exhibit to said Registration Statement. We also consent to the use of our name and the making of the statements with respect to our firm in the Registration Statement and the Prospectus constituting a part thereof.

Sincerely,

/s/ James G. Flaherty

James G. Flaherty
jflaherty@abrfh.com

JGF:rr

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