1

                                SCHEDULE 14A
                               (Rule 14a-101)
                  Information Required in Proxy Statement

                          SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934

Filed by the registrant  / /
Filed by party other than the registrant  /x/

Check the appropriate box:
/ /   Preliminary proxy statement   / /   Confidential, for Use of the
                                          Commission Only (as permitted by
/ /   Definitive proxy statement          Rule 14a-6(e)(2))

/ /   Definitive additional materials

/x/   Soliciting material pursuant to
      Rule 14a-11(c) or Rule 14a-12

                     KANSAS CITY POWER & 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
      6(j)(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:
      (5)   Total fee paid:
/x/   Fee paid previously with preliminary materials.
/ /   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:

 1

Press release issued April 26, 1996.
 1

                               HAYES RESPONDS TO FALSE STATEMENTS 
                                  REGARDING KCPL MERGER OFFER

                        WESTERN RESOURCES/KCPL REMAINS "CLEAREST CHOICE" FOR
                          KCPL SHAREHOLDER, CUSTOMER AND EMPLOYEE BENEFITS


      TOPEKA, Kansas, April 26, 1996 -- Reiterating that a Western

Resources/KCPL merger is a financially superior offer for all involved,

Western Resources today responded to Kansas City Power & Light's

misrepresentation of the Western Resources' merger offer.  

      "It is unfortunate that KCPL's communications with shareholders and

others have contained misleading statements about our proposal to merge

with KCPL," said John E. Hayes, Jr., Western Resources chairman of the

board and chief executive officer. "Their lack of understanding is

confusing to their shareholders, their employees, and their customers. We

are hopeful our correspondence today will clarify these issues so that

shareholders are given factual information on which to make their

assessment of the better merger."

      In his multi-page letter to Drue Jennings, KCPL chairman of the

board, president, and chief executive officer, Hayes specifically addresses

cost savings, better dividends for shareholders, better value for KCPL

shareholders, rate reductions for customers, and the company's "no-layoff"

policy.


 2





      "The merger savings projection of over $1 billion is not only real

and achievable, but was carefully developed and documented," said Hayes.

"When one considers that Western Resources is 41 percent larger by assets

than UtiliCorp, that Western Resources and KCPL have over $2 billion of

plant under common ownership, and adjoining and overlapping service

territories, our savings are logically larger than UtiliCorp's estimate,"

said Hayes.

      With respect to shareholder dividends, Hayes said that Western

Resources has proposed a specific dividend policy to KCPL shareholders. The

increase in dividends to KCPL shareholders is a simple function of the

exchange ratio and is not related to the level of merger savings.

      "We are still puzzled by your reluctance to be open in sharing your

dividend policy with shareholders," Hayes said.

      Addressing the issue of growth, Hayes said that Western Resources has

been building market share and brand identity through thoughtful,

deliberate expansion in areas of strategic benefit, producing both near-

and long-term value.

      Hayes said that since the completion of the KGE merger in 1992,

Western Resources has delivered total returns to shareholders - through

stock price appreciation and dividends - nearly 50 percent greater than has

UtiliCorp. Conversely, UtiliCorp's growth strategy has produced over $120

million in write-offs over that same period of time. UtiliCorp's

energy-related business and 


 3



other assets, totaling $1.79 billion, produced income from operations of

$29 million or a 1.6 percent return, according to UtiliCorp's 1995 Annual

Report.

      "Is this the kind of growth strategy you have in mind for KCPL's

shareholders?" asked Hayes in his letter. "That you find Western 'lacks a

well-articulated and defined long-term strategy' just does not square with

the facts."

      Western Resources' proxy solicitation materials were filed Monday

with the Securities and Exchange Commission (SEC) and will be mailed

shortly to KCPL shareholders. Western Resources also has filed exchange

offer materials with the SEC and will make its offer directly to

shareholders of KCPL as soon as its registration statement has been

declared effective by the SEC.

      On April 14, Western Resources offered to merge with KCPL in a

tax-free transaction offering increased annual dividends for KCPL

shareholders, a premium over market price for KCPL common shares, earnings

improvement for Western Resources and KCPL shareholders, and lower rates

for customers, all without any employee layoffs. The attached is a copy of

the correspondence sent to KCPL today.

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.
 4
                               April 26, 1996



Mr. A. Drue Jennings
Chairman & CEO
Kansas City Power & Light Company
1201 Walnut Street
Kansas City, MO  64141-9679

Dear Drue,

      Your communications with KCPL shareholders and others since Monday
have contained misleading statements about Western Resources' proposal to
merge with KCPL. For the benefit of the KCPL shareholders, I want to set
the record straight. The combination of Western Resources and KCPL provides
the clearest choice for KCPL shareholders, customers, and employees. Only
through a Western Resources/KCPL merger will the following occur:

o     $28 per share in Western Resources' stock in a tax-free transaction 

o      a 25% increase in the common dividend based upon Western Resources'
      current price and indicated dividend of $2.06 per share

o     a more thoughtful, innovative, and financially sound growth strategy
      than UtiliCorp

o     a 30% larger decrease in rates to KCPL customers

o     no layoffs of either KCPL or Western Resources employees 

o     a stronger combined balance sheet

o     a longer-term commitment to the Kansas City community


 5



Merger Savings

      The merger savings projection of over $1 billion is not only real and
achievable, but was carefully developed and documented. Our offer to walk
you through the details of our work is still open.

      It is misleading for you to compare these savings numbers to the
preliminary estimates you and I discussed last year. This earlier, informal
look was but a cursory analysis and was intended only to determine whether
the minimum level of savings required for the financial success of a no
premium merger could be achieved. Our $1 billion savings estimate is
supported by a detailed analysis conducted by management and assisted by
Deloitte & Touche and is included in the Kansas Corporation Commission
report filed on April 15, 1996.  The report sets forth estimated merger
savings consistent with those found by other management teams in nine
recently announced merger transactions.

      When one considers that Western Resources is 41% larger (by assets)
than UtiliCorp, that Western Resources and KCPL have over $2 billion of
plant under common ownership and adjoining and overlapping service
territories, our savings are logically larger than UtiliCorp's.

      Even more importantly, since we have not had your cooperation, many
potential savings areas have not been quantified. As a result, our savings
numbers may actually be greater.

Dividends

      We have proposed a specific dividend policy to your shareholders as
set forth in our recent exchange offer filed with the Securities and
Exchange Commission. The increase in dividends to the KCPL shareholders is
a simple function of our exchange ratio and is not related to the level of
merger savings. Furthermore, we are still puzzled by your reluctance to be
open in sharing your dividend policy with your own shareholders.

Growth

      Western Resources has been building market share and brand identity
through thoughtful, deliberate expansion in areas of strategic benefit to
our business. These efforts are directed toward producing both near- and
long-term value, which is exactly what we believe your shareholders look to
you to do for them.

      We think returns to shareholders are an appropriate way to measure
our growth versus UtiliCorp's. Since the completion of our KGE merger in
1992, Western Resources has delivered total returns to shareholders
(through stock price appreciation and dividends) nearly 50% greater than
has UtiliCorp. UtiliCorp's growth strategy has produced over $120 million
in write-offs over the same period of time. Referring to page 54 of the
1995 UtiliCorp annual report to shareholders, UtiliCorp's energy-related
business and other assets, totaling $1.79 billion, produced income from
operations of $29 million or a 1.6% return. Is this the kind of growth
strategy you have in mind for the KCPL shareholders? That you find Western
to "lack a well-articulated and defined long-term strategy" just does not
square with the facts.


 6


Benefits to Customers

      Our merger offer provides a 30% greater rate reduction for KCPL
customers than in the UtiliCorp proposal. You speculate that we may have
difficulty receiving regulatory approval for our merger plan. Why would the
regulators reject a proposal from us that is better for customers in favor
of the inferior deal proposed by UtiliCorp?

      Both the Western Resources merger and UtiliCorp deal make
approximately one-third of the merger savings directly available to lower
rates:  $310 million from Western Resources contrasted with $225 million
from UtiliCorp.

      Western Resources is a pro-competitive company. We are not threatened
by a UtiliCorp/KCPL merger with little apparent business fit. We recognize
that the lower our rates, the better competitor we can be. Our proposal
sets KCPL rates 10% below the national average, at an even more competitive
level than does UtiliCorp.

Employees

      Our experience with merging KGE and KPL strongly suggests that
employees do not have to lose for shareholders and customers to win. While
total payroll costs were reduced substantially following our 1992 merger
with KGE, we were able to do this entirely without layoffs. Through
attrition, controlled hiring, retraining, early retirements, and better
management, we proved we could get the job done with lower costs, while
treating our employees fairly. We make no apologies about reducing payroll
costs to keep our prices low to our customers.

      However, unlike UtiliCorp, we are making a commitment that such
reductions will not involve layoffs of either KCPL or Western Resources
employees. We are in a growth stage and bring real opportunities to both
KCPL and Western employees. It is surprising that, given KCPL's lack of
experience in merging companies and your own recent reductions of personnel
that this is even an issue.

Commitment to Kansas City

      We have been clear in our pledge to retain the KCPL headquarters in
Kansas City, Missouri, and to relocate one of our rapidly growing
subsidiaries to the Kansas City job market.  As an illustration, following
our merger with KGE, the KGE headquarters remains in Wichita with over 900
(and growing) Western employees, not significantly different from the level
of employment before the merger.

      You characterized our superior offer as "ill-conceived" and a "last
minute attempt to derail the formation of a formidable competitor."  Your
characterization simply defies logic in the face of our superior proposal.
Not only is our offer better in terms of market price premium, higher
dividends, sustainable and innovative growth, greater cost savings, larger
rate reductions, greater commitments to the community, and stronger
assurances to employees, you ignore the fact that we have had discussions
with KCPL regarding a combination for the past several years.  The purpose
of our offer is clear -- to provide a better merger for all concerned.

                                    Sincerely,


                                    John E. Hayes, Jr.
                                    Chairman and Chief Executive Officer



 7


        SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")
  COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"), ITS
     DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
  REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
  SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry D. Courington
(Controller), James T. Clark (V.P.), William G. Eliason (V.P.), Thomas L.
Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson (E.V.P.),
James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.),
David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.),
Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William B.
Moore (President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore 


 8



(President, Westar Business), C. Bob Cline (President, Westar Capital),
Fred M. Bryan (President, KPL), Roderick S.  Donovan (V.P., Westar Gas
Marketing), Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W.
Bartling, Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps,
Wayne Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez,
Anita J. Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, 
Westar Business), Douglas J. Henry, Annette M. Beck, C.W. Underkofler,
Carol E. Deason, James N. Wishart, Gregory M. Wright, Richard D. Kready,
Michel' J. Philipp, Greg A. Greenwood, Carolyn A. Starkey, Bruce A. Akin,
James J. Ludwig, Bruce R. Burns, Kelly D. Foley, Robin D. Brown, Rechell L.
Smith, Shari L. Gentry, Gay V. Crawford, Susan K. Reese, Don W. Whitlock,
Denise A Schumaker, Duane D. Goertz, Robert J. Knott and Judith A. Wilt.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth, herein, as of the date of this news release,
neither Western Resources nor any of its directors, executive officers or
other representatives or employees of Western Resources, or other persons
known to Western Resources, who may solicit proxies has any security
holdings in KCPL.  Western Resources disclaims beneficial ownership of any
securities of KCPL held by any pension plan of Western Resources or by any
affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may 


 9

trade securities of KCPL for their own account and the account of their
customers and, accordingly, may at any time hold a long or short position
in such securities.  As of April 19, 1996, Salomon Brothers Inc did not
hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      A registration statement relating to the Western Resources securities
referred to in this news release 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.  This news release 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.

 1

Employee Update of April 26, 1996.
 1
                                                             April 26, 1996
                                                                  1:30 p.m.

                    Hayes Responds To False Statements 
                        Regarding KCPL Merger Offer

   Western Resources/KCPL Remains "Clearest Choice" For KCPL Shareholder,
Customer And Employee Benefits

      Reiterating that a Western Resources/KCPL merger is a financially
superior offer for all involved, Western Resources today responded to
Kansas City Power & Light's misrepresentation of the Western Resources'
merger offer.

      "It is unfortunate that KCPL's communications with shareholders and
others have contained misleading statements about our proposal to merge
with KCPL," said John E. Hayes, Jr., Western Resources chairman of the
board and chief executive officer. "Their lack of understanding is
confusing to their shareholders, their employees, and their customers. We
are hopeful our correspondence today will clarify these issues so that
shareholders are given factual information on which to make their
assessment of the better merger."

      In his multi-page letter to Drue Jennings, KCPL chairman of the
board, president, and chief executive officer, Hayes specifically addresses
cost savings, better dividends for shareholders, better value for KCPL
shareholders, rate reductions for customers, and the company's "no-layoff"
policy.

      "The merger savings projection of over $1 billion is not only real
and achievable, but was carefully developed and documented," said Hayes.
"When one considers that Western Resources is 41 percent larger by assets
than UtiliCorp, that Western Resources and KCPL have over $2 billion of
plant under common ownership, and adjoining and overlapping service
territories, our savings are logically larger than UtiliCorp's estimate,"
said Hayes.

      With respect to shareholder dividends, Hayes said that Western
Resources has proposed a specific dividend policy to KCPL shareholders. The
increase in dividends to KCPL shareholders is a simple function of the
exchange ratio and is not related to the level of merger savings.

      "We are still puzzled by your reluctance to be open in sharing your
dividend policy with shareholders," Hayes said.

      Addressing the issue of growth, Hayes said that Western Resources has
been building market share and brand identity through thoughtful,
deliberate expansion in areas of strategic benefit, producing both near-
and long-term value.

      Hayes said that since the completion of the KGE merger in 1992,
Western Resources has delivered total returns to shareholders - through
stock price appreciation and dividends - nearly 50 percent greater than has
UtiliCorp. Conversely, UtiliCorp's growth strategy has produced over $120
million in write-offs over that same period of time. UtiliCorp's energy-
related business and other assets, totaling $1.79 billion, produced income
from operations of $29 million or a 1.6 percent return, according to
UtiliCorp's 1995 Annual Report.


 2



      "Is this the kind of growth strategy you have in mind for KCPL's
shareholders?" asked Hayes in his letter. "That you find Western `lacks a
well-articulated and defined long-term strategy' just does not square with
the facts."

      Western Resources' proxy solicitation materials were filed Monday
with the Securities and Exchange Commission (SEC) and will be mailed
shortly to KCPL shareholders. Western Resources also has filed exchange
offer materials with the SEC and will make its offer directly to
shareholders of KCPL as soon as its registration statement has been
declared effective by the SEC.

      On April 14, Western Resources offered to merge with KCPL in a tax-
free transaction offering increased annual dividends for KCPL shareholders,
a premium over market price for KCPL common shares, earnings improvement
for Western Resources and KCPL shareholders, and lower rates for customers,
all without any employee layoffs. Below is a copy of the correspondence
sent to KCPL today.


Text of John Hayes' letter to Drue Jennings

- -------------------------------------------





                               April 26, 1996



Mr. A. Drue Jennings
Chairman & CEO
Kansas City Power & Light Company
1201 Walnut Street
Kansas City, MO  64141-9679

Dear Drue,

      Your communications with KCPL shareholders and others since Monday
have contained misleading statements about Western Resources' proposal to
merge with KCPL. For the benefit of the KCPL shareholders, I want to set
the record straight. The combination of Western Resources and KCPL provides
the clearest choice for KCPL shareholders, customers, and employees. Only
through a Western Resources/KCPL merger will the following occur:

o     $28 per share in Western Resources' stock in a tax-free transaction 

o      a 25% increase in the common dividend based upon Western Resources'
      current price and indicated dividend of $2.06 per share

o     a more thoughtful, innovative, and financially sound growth strategy
      than UtiliCorp

o     a 30% larger decrease in rates to KCPL customers

o     no layoffs of either KCPL or Western Resources employees 

o     a stronger combined balance sheet

o     a longer-term commitment to the Kansas City community


 3



Merger Savings

      The merger savings projection of over $1 billion is not only real and
achievable, but was carefully developed and documented. Our offer to walk
you through the details of our work is still open.

      It is misleading for you to compare these savings numbers to the
preliminary estimates you and I discussed last year. This earlier, informal
look was but a cursory analysis and was intended only to determine whether
the minimum level of savings required for the financial success of a no
premium merger could be achieved. Our $1 billion savings estimate is
supported by a detailed analysis conducted by management and assisted by
Deloitte & Touche and is included in the Kansas Corporation Commission
report filed on April 15, 1996.  The report sets forth estimated merger
savings consistent with those found by other management teams in nine
recently announced merger transactions.

      When one considers that Western Resources is 41% larger (by assets)
than UtiliCorp, that Western Resources and KCPL have over $2 billion of
plant under common ownership and adjoining and overlapping service
territories, our savings are logically larger than UtiliCorp's.

      Even more importantly, since we have not had your cooperation, many
potential savings areas have not been quantified. As a result, our savings
numbers may actually be greater.

Dividends

      We have proposed a specific dividend policy to your shareholders as
set forth in our recent exchange offer filed with the Securities and
Exchange Commission. The increase in dividends to the KCPL shareholders is
a simple function of our exchange ratio and is not related to the level of
merger savings. Furthermore, we are still puzzled by your reluctance to be
open in sharing your dividend policy with your own shareholders.

Growth

      Western Resources has been building market share and brand identity
through thoughtful, deliberate expansion in areas of strategic benefit to
our business. These efforts are directed toward producing both near- and
long-term value, which is exactly what we believe your shareholders look to
you to do for them.

      We think returns to shareholders are an appropriate way to measure
our growth versus UtiliCorp's. Since the completion of our KGE merger in
1992, Western Resources has delivered total returns to shareholders
(through stock price appreciation and dividends) nearly 50% greater than
has UtiliCorp. UtiliCorp's growth strategy has produced over $120 million
in write-offs over the same period of time. Referring to page 54 of the
1995 UtiliCorp annual report to shareholders, UtiliCorp's energy-related
business and other assets, totaling $1.79 billion, produced income from
operations of $29 million or a 1.6% return. Is this the kind of growth
strategy you have in mind for the KCPL shareholders? That you find Western
to "lack a well-articulated and defined long-term strategy" just does not
square with the facts.


 4


Benefits to Customers

      Our merger offer provides a 30% greater rate reduction for KCPL
customers than in the UtiliCorp proposal. You speculate that we may have
difficulty receiving regulatory approval for our merger plan. Why would the
regulators reject a proposal from us that is better for customers in favor
of the inferior deal proposed by UtiliCorp?

      Both the Western Resources merger and UtiliCorp deal make
approximately one-third of the merger savings directly available to lower
rates:  $310 million from Western Resources contrasted with $225 million
from UtiliCorp.

      Western Resources is a pro-competitive company. We are not threatened
by a UtiliCorp/KCPL merger with little apparent business fit. We recognize
that the lower our rates, the better competitor we can be. Our proposal
sets KCPL rates 10% below the national average, at an even more competitive
level than does UtiliCorp.

Employees

      Our experience with merging KGE and KPL strongly suggests that
employees do not have to lose for shareholders and customers to win. While
total payroll costs were reduced substantially following our 1992 merger
with KGE, we were able to do this entirely without layoffs. Through
attrition, controlled hiring, retraining, early retirements, and better
management, we proved we could get the job done with lower costs, while
treating our employees fairly. We make no apologies about reducing payroll
costs to keep our prices low to our customers.

      However, unlike UtiliCorp, we are making a commitment that such
reductions will not involve layoffs of either KCPL or Western Resources
employees. We are in a growth stage and bring real opportunities to both
KCPL and Western employees. It is surprising that, given KCPL's lack of
experience in merging companies and your own recent reductions of personnel
that this is even an issue.

Commitment to Kansas City

      We have been clear in our pledge to retain the KCPL headquarters in
Kansas City, Missouri, and to relocate one of our rapidly growing
subsidiaries to the Kansas City job market.  As an illustration, following
our merger with KGE, the KGE headquarters remains in Wichita with over 900
(and growing) Western employees, not significantly different from the level
of employment before the merger.

      You characterized our superior offer as "ill-conceived" and a "last
minute attempt to derail the formation of a formidable competitor."  Your
characterization simply defies logic in the face of our superior proposal.
Not only is our offer better in terms of market price premium, higher
dividends, sustainable and innovative growth, greater cost savings, larger
rate reductions, greater commitments to the community, and stronger
assurances to employees, you ignore the fact that we have had discussions
with KCPL regarding a combination for the past several years.  The purpose
of our offer is clear -- to provide a better merger for all concerned.

                                    Sincerely,


                                    John E. Hayes, Jr.
                                    Chairman and Chief Executive Officer


 5



            SHARES OF KANSAS CITY POWER & LIGHT COMPANY ("KCPL")

  COMMON STOCK HELD BY WESTERN RESOURCES, INC. ("WESTERN RESOURCES"), ITS
DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF WESTERN RESOURCES AND CERTAIN OTHER PERSONS WHO MAY
SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KCPL

      Western Resources may solicit proxies against the KCPL/UtiliCorp
United Inc. merger.  The participants in this solicitation may include
Western Resources, the directors of Western Resources (Frank J. Becker,
Gene A. Budig, C.Q. Chandler, Thomas R. Clevenger, John C. Dicus, John E.
Hayes, Jr., David H. Hughes, Russell W. Meyer, Jr., John H. Robinson, Louis
W. Smith, Susan M. Stanton, Kenneth J. Wagnon and David C. Wittig), and the
following executive officers and employees of Western Resources or its
subsidiaries:  Steven L. Kitchen (E.V.P. and C.F.O.), Carl M. Koupal, Jr.
(E.V.P. and CAO), John K. Rosenberg (E.V.P. and G.C.), Jerry D. Courington
(Controller), James T. Clark (V.P.), William G. Eliason (V.P.), Thomas L.
Grennan (V.P.), Richard M. Haden (E.V.P.), Norman E. Jackson (E.V.P.),
James A. Martin (V.P.), Hans E. Mertens (V.P.), Carl A. Ricketts (V.P.),
David E. Roth (V.P.), Mark A. Ruelle (V.P.), Edward H. Schaub (V.P.),
Thomas E. Shea (Treasurer), Richard D. Terrill (Secretary), William B.
Moore (President, KGE), Steven A. Millstein (President, Westar Consumer),
Rita A. Sharpe (V.P., Westar Business), Kenneth T. Wymore (President,
Westar Business), C. Bob Cline (President, Westar Capital), Fred  M. Bryan
(President, KPL), Roderick S.  Donovan (V.P., Westar Gas Marketing),
Catherine A. Forbes, Hal L. Jensen, Lisa A. Walsh, Donald W. Bartling,
Michael L. Faler, Clyde R. Hill, Leroy P. Wages, David R. Phelps, Wayne
Kitchen, Glen A. Scott, Jr., Kelly B. Harrison, Marcus J. Ramirez, Anita J.
Hunt, Ira W. McKee, Jr., Michael D. Clark (Controller, Westar Business),
Douglas J. Henry, Annette M. Beck, C.W. Underkofler, Carol E. Deason, James
N. Wishart, Gregory M. Wright, Richard D. Kready, Michel' J. Philipp, Greg
A. Greenwood, Carolyn A. Starkey, Bruce A. Akin, James J. Ludwig, Bruce R.
Burns, Kelly D. Foley, Robin D. Brown, Rechell L. Smith, Shari L. Gentry,
Gay V. Crawford, Susan K. Reese, Don W. Whitlock, Denise A Schumaker, Duane
D. Goertz, Robert J. Knott and Judith A. Wilt.

      As of April 19, 1996, Western Resources had no security holdings in
KCPL.  Robert L. Rives, a person who will solicit proxies, is the
beneficial owner of 500 shares of common stock, no par value, of KCPL (the
"KCPL Common Stock").  Western Resources director Susan M. Stanton serves
as co-trustee of two trusts, which beneficially own 7,900 shares of KCPL
Common Stock.  No trading activity has occurred with respect to any of such
stock during the last two years.  Western Resources director C.Q. Chandler
is Chairman of the board of directors of INTRUST Financial Corporation. 
INTRUST Bank, a subsidiary of INTRUST Financial Corporation, holds in ten
trust accounts an aggregate of 5,468 shares of KCPL Common Stock.  Wayne
Kitchen is the beneficial owner of 400 shares of KCPL Common Stock.

      Other than as set forth, herein, as of the date of this employee
update, neither Western Resources nor any of its directors, executive
officers or other representatives or employees of Western Resources, or
other persons known to Western Resources, who may solicit proxies has any
security holdings in KCPL.  Western Resources disclaims beneficial
ownership of any securities of KCPL held by any pension plan of Western
Resources or by any affiliate of Western Resources.

      Although Salomon Brothers Inc, financial advisors to Western
Resources, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule  14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule  14A requires the disclosure of
certain information concerning Salomon Brothers Inc, Gregg S. Polle

(Managing Director), Arthur H. Tildesley, Jr. (Director), Terence G. Kawaja
(Vice President) and Anthony R. Whittemore (Associate), in each case of
Salomon Brothers Inc, may assist Western Resources in such a solicitation. 
Salomon Brothers Inc engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of their business, Salomon
Brothers Inc may trade securities of KCPL for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of April 19, 1996, Salomon Brothers
Inc did not hold any securities of KCPL.

      Except as disclosed above, to the knowledge of Western Resources,
none of Western Resources, the directors or executive officers of Western
Resources or the employees or other representatives of Western Resources
named above has any interest, direct or indirect, by security holdings or
otherwise, in KCPL.

      A registration statement relating to the Western Resources securities
referred to in this employee update 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.  This employee update 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.