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                              ####
                                

FOR IMMEDIATE RELEASE


       KANSAS CITY POWER & LIGHT COMPANY BOARD REJECTS
         WESTERN RESOURCES' "HOSTILE" EXCHANGE OFFER

     Kansas City, MO., (July 9, 1996)  -- The members of  the
board of directors of Kansas City Power & Light Company (NYSE:
KLT), by a unanimous vote of those directors present, recommended
that KCPL shareholders reject Western Resources, Inc.'s hostile
exchange offer.  At the same time, the KCPL Board reaffirmed its
decision to merge with UtiliCorp United Inc. (NYSE: UCU) to form
Maxim Energies, Inc.

     In rejecting Western's unsolicited hostile offer, the KCPL
Board reviewed KCPL's long-term strategic plan and the benefits
of a merger with UtiliCorp, and determined that Western's offer
is not in the best interests of KCPL, its shareholders,
customers, employees and other constituencies.

     "There are many reasons why we think that Western is an
unattractive partner.  Of paramount concern is our belief that
Western's hostile offer is based on a number of  faulty
assumptions that raise serious questions as to Western's
financial prospects and its ability to sustain dividends at its
promised dividend rate," said Drue Jennings, chairman, president
and chief executive officer of KCPL.  Mr. Jennings cited the
following:

- -    Western faces significant rate reductions which KCPL
  believes will imperil its ability to sustain promised
  dividends.  The staff of the Kansas Corporation Commission
  has recommended that Western reduce its rates by $105
  million annually, which is twelve times greater (in the
  first year of reductions) than the $8.7 million per year
  over seven years that Western has proposed.  If the $105
  million annual rate reduction is implemented, then virtually
  all of Western's projected earnings for a combined
  KCPL/Western entity in 1998 (as reported in Western's own
  prospectus dated July 3, 1996, and as adjusted by KCPL to
  reflect the full impact of the Kansas Corporation Commission
  staff's recommended $105 million annual rate reduction)
  would be required to pay dividends at the rate promised to
  KCPL shareholders.
  
- -    KCPL believes that reductions in merger-related savings
  realized and/or retained will further hamper Western's
  ability to make its promised dividend payments.  Based on a
  review of Western's claimed merger-related savings, KCPL
  believes that Western has significantly overestimated the
  amount of savings that would result from a combination of
  KCPL and Western.  In addition, both the Kansas Corporation
  Commission (in its order regarding the merger of Kansas Gas
  and Electric Company (KGE) and Western's predecessor, Kansas
  Power and Light Company (KPL)) and the Missouri Public
  Service Commission (in the pending Union Electric/CIPSCO
  merger) have advocated and equal (50-50) sharing of savings
  between shareholders and customers.  In contrast, Western's
  proposal to acquire KCPL contemplates that Western be
  allowed to keep 70% of merger-related savings.

- -    KCPL believes that Western will be under pressure to
  reduce rates for its KGE customers, and any reduction to
  Western's revenue base would further threaten Western's
  ability to makes its promised dividend payments.  Testimony
  before the Kansas Corporation Commission indicates that if
  the rates charged to Western's KGE customers were reduced to
  equal the rates charged to Western's KPL customers, Western
  would suffer a $171 million annual revenue reduction.  Even
  if the Kansas Corporation Commission follows its own staff's
  recommendation and the entire $105 million annual rate
  reduction is applied to KGE customers, Western would still
  face a rate disparity of approximately $65 million per year.
  In an increasingly deregulated utility environment, KCPL
  believes that Western must address the rate disparity issue
  because Western's customers may otherwise choose to purchase
  cheaper power from Western's competitors.

- -    A KCPL/Western combination would concentrate risk in a
  single asset and a single geographic market.  A combined
  KCPL/Western entity would own 94% of the Wolf Creek nuclear
  plant, concentrating a significant amount of capital and
  risk in a single asset.  In contrast, a combined
  KCPL/UtiliCorp company will own only 47% of Wolf Creek.  In
  addition, a combined KCPL/Western entity would conduct a
  substantial portion of its business in two states, Missouri
  and Kansas.  KCPL believes that a combined KCPL/UtiliCorp
  entity would be much better prepared for the deregulated
  utility environment because it would have operations in
  eight states and five foreign countries, thereby achieving
  geographic, regulatory and climatic diversity.

- -    The KCPL Board questions Western's commitment to KCPL
  employees.  Western has stated that no layoffs would result
  from its proposal, but Western's filings with the Kansas
  Corporation Commission state that 531 employee positions
  will be eliminated and assume that all resulting savings
  will be available by January 1, 1998.  The KCPL Board does
  not believe that Western can reduce 531 positions in such a
  short time without laying off  KCPL employees.
  
- -    Western's hostile offer is conditioned on its
  transaction being accounted for as a "pooling of interests,"
  and KCPL does not believe that such accounting treatment
  will be available.

     The KCPL Board also reaffirmed its support for a merger with
UtiliCorp to form Maxim Energies, Inc.  The KCPL Board believes
that Maxim will be a customer-focused, low-cost energy supplier
with diversified assets and the financial resources to grow and
thrive in the electric utility industry which is on the verge of
deregulation.  The KCPL Board believes that Maxim will allow KCPL
shareholders improved opportunities for long-term earnings and
dividend growth which are superior to that offered by Western's
hostile offer.

     A shareholder vote to consider the UtiliCorp transaction has
been scheduled for Wednesday, August 7, 1996.

     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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