_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 28 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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KANSAS CITY POWER & LIGHT COMPANY
(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
____________
485134100
(CUSIP Number of Class of Securities)
____________
Jeanie Sell Latz, Esq.
Senior Vice President-Corporate Services
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________
Copy to:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
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This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kansas
City Power & Light Company, a Missouri corporation ("KCPL"),
filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended, (the "Schedule 14D-
9"), with respect to the exchange offer made by Western
Resources, Inc., a Kansas corporation ("Western Resources"), to
exchange Western Resources common stock, par value $5.00 per
share, for all of the outstanding shares of KCPL common stock, no
par value ("KCPL Common Stock"), on the terms and conditions set
forth in the prospectus of Western Resources dated July 3, 1996
and the related Letter of Transmittal.
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 98 Press release issued by KCPL on August 14, 1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President-Corporate Services
Dated: August 14, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ _________________________________________________ ____
Exhibit 98 Press release issued by KCPL on August 14, 1996
<PAGE>
Exhibit 98
[Press released issued by KCPL on August 14, 1996]
FOR IMMEDIATE RELEASE
Media Contacts: Investor Contact:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903 Joele Frank / Dan Katcher
Abernathy MacGregor Scanlon
212 / 371-5999
KCPL PLEASED BY "VERY POSITIVE" VOTE FROM UTILICORP SHAREHOLDERS
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KANSAS CITY, MISSOURI (AUGUST 14, 1996) -- Drue Jennings,
Chairman President and CEO of Kansas City Power & Light (NYSE:
KLT) said today that he was pleased that shareholders of
UtiliCorp United Inc. (NYSE: UCU) approved the KCPL/UtiliCorp
merger and looks forward to giving KCPL shareholders the
opportunity to vote. A resounding 94% of UtiliCorp's voting
shares approved the transaction at a UtiliCorp shareholders'
meeting held earlier today. KCPL shareholders are scheduled to
vote August 16.
Jennings said, "We are pleased by the very positive response of
the UtiliCorp shareholders for the combination of our two strong
companies. This strong support is a clear indication of their
confidence that the new company, Maxim Energies, will create
sustainable, long-term value for shareholders, customers,
employees and the communities we serve.
"We look forward to giving KCPL shareholders the opportunity to
vote on Friday. And we are eager to move forward toward working
with UtiliCorp to create a formidable competitor in the global
energy marketplace."
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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