KANSAS CITY POWER & LIGHT CO
DFAN14A, 1996-05-13
ELECTRIC SERVICES
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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(c) 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.


This ad runs in the following publications:
 Date Inserted :    May 11, 1996, The Kansas City Star
               May 12, 1996, The Kansas City Star, St. Louis Post-Dispatch,
                 The Topeka Capital Journal, The Wichita Eagle
               May 13, 1996, St. Louis Post-Dispatch
               May 14, 1996, The Topeka Capital Journal, The Wichita Eagle,
                 The Boston Globe, The Wall Street Journal, Leawood Outlook
               May 15, 1996, Olathe Daily News, Independence Examiner, Blue
                 Springs Examiner, Clay & Platte Dispatch, Liberty Tribune,
                 Wednesday Magazine, Lee's Summit Journal
               May 16, 1996, Louisburg Herald, Osawatomie Graphic
               May 17, 1996, Kansas City Call, Kansas City Globe, Sun
                 Publications, Kansas City Business Journal, Kansas City
                 Jewish Chronicle    


                                


                  ATTENTION KCPL SHAREHOLDERS
                                
                                
                             FOCUS
                             ON THE
                             FACTS.
                                

Recently you've been inundated with information about the proposed
UtiliCorp/KCPL merger and the Western Resources offer to combine with KCPL.

The key to KCPL shareholders can be reduced to a single word - VALUE.

                                                        Premium offered by 
              Western Resources' Offer       KCPL       Western Resources  

Price                  $28.00*              $23.88**            17% 

Current Dividend     $1.88-2.03***           $1.56            20%-30%  


 The choice is clear.  Choose Value.  Choose Western Resources.
                                
               Vote X AGAINST the UtiliCorp/KCPL
                 merger on the BLUE proxy card.
                                
For more information, call Georgeson & Company, Inc., assisting us,
                       at 1-800-223-2064.
                                
                                
                             (LOGO)
                       WESTERN RESOURCES
 

*The Western Resources Offer provides $28.00 of Western Resources common stock
per KCPL share as long as Western Resources' share price is between $28.43 and
$30.77. **KCPL closing share price on April 12, 1996, the last trading day
before the public announcement of the Western Resources Offer. ***Based on
current indicated annual dividend of $2.06.

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
S.E.C.

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. 


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