_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 48 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 128 Informational brochure mailed to KCPL
shareholders commencing November 1, 1996.
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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: November 1, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
___________ __________________________________________________ ____
Exhibit 128 Informational brochure mailed to KCPL shareholders
commencing November 1, 1996
<PAGE>
Exhibit 128
KCPL
NEW TENDER RESULTS
OWNERS OF A MAJORITY
OF KCPL SHARES
DO NOT ACCEPT
WESTERN RESOURCES' OFFER
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After seven months of intense efforts by Western Resources,
OWNERS OF A CLEAR MAJORITY OF KCPL SHARES HAVE NOT TENDERED THEIR
STOCK TO WESTERN. In fact, Western has received less than half
of the shares it needs to accomplish its hostile takeover
attempt.
If you have NOT tendered your KCPL shares to Western, you are in
the majority of KCPL shareholders and you need to do nothing.
WESTERN CANNOT PENALIZE YOU FOR RETAINING CUSTODY OF YOUR KCPL
SHARES. If you have tendered your KCPL shares to Western, please
call KCPL Investor Relations at 1-800-245-5275 for assistance in
withdrawing your shares.
KCPL is ACTIVELY PURSUING A BUSINESS PLAN WHICH BUILDS VALUE AND
PROVIDES CONTINUITY OF DIVIDENDS. We thank you for your
continued support.
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Western faces INSURMOUNTABLE OBSTACLES IN COMPLETING ITS HOSTILE
TAKEOVER ATTEMPT:
- NINETY PERCENT OF ALL SHARES MUST BE TENDERED before a
single share exchange can take place. After seven
months of intensive efforts, Western still has received
less than half of the shares it needs.
- Western must receive ALL STATE AND FEDERAL REGULATORY
APPROVALS, which could take 18 months or more once the
agency accepts the initial filing. None of the
agencies have decided when or if they will even
consider Western's hostile takeover attempt.
Basically, the process in on hold.
- SHAREHOLDER APPROVAL MUST BE OBTAINED FROM WESTERN
SHAREHOLDERS. This has not even been scheduled.
IF YOU WOULD LIKE TO WITHDRAW YOUR TENDERED SHARES, please call
KCPL Investor Relations (1-800-245-5275) or your broker for
assistance. We will provide the appropriate forms to withdraw
your shares from Western's tender offer.
KCPL INVESTOR RELATIONS:
1-800-245-5275
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Kansas City Power & Light Co. First Class
P.O. Box 418679 U.S Postage
Kansas City, MO 64141-9679 PAID
Kansas City, MO
Permit No. 754
PRE SORTED
KCPL INVESTOR RELATIONS
1-800-245-5275
