_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 41 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
____________
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 116 Form of Notice of Withdrawal provided to KCPL
shareholders.
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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: September 24, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
___________ ________________________________________________ ____
Exhibit 116 Form of Notice of Withdrawal provided to KCPL
shareholders
<PAGE>
Exhibit 116
[FOR REGISTERED HOLDERS ONLY]
NOTICE OF WITHDRAWAL
TO: Harris Trust Company of New York, as Exchange Agent for Western
Resources, Inc. ("Western"), in connection with Western's Offer dated
July 3, 1996 (the "Offer") to exchange shares of Western common stock
for shares of common stock (the "Shares") of Kansas City Power and Light
Company ("KCPL").
Pursuant to the procedures set forth in the Offer, the undersigned
hereby withdraws KCPL Shares tendered pursuant to the Offer, and
requests that certificates for said Shares be returned immediately to
the undersigned at the address on the Letter of Transmittal which
accompanied the tendered Shares.
_______________________________________
Name of person who tendered the
Shares
_______________________________________
Number of Shares to be withdrawn
_______________________________________
Certificate Number(s)
_______________________________________
Name(s) of Registered Holder(s)
(if different from that of the person
who tendered the Shares)
_______________________________________
Signature(s)
_______________________________________
Date
_______________________________________
Signature(s) guaranteed by *
* The signature(s) on this notice of withdrawal must be guaranteed by an
Eligible Institution (as defined in the Offer). Most banks, savings and
loan associations and brokerage houses are Eligible Institutions.
INSTRUCTIONS: Please sign your name as it appeared on the Letter of
Transmittal used to tender shares. This form must be sent to Harris
Trust Company of New York. Please refer to the reverse side of this
notice for addresses.
<PAGE>
HARRIS TRUST COMPANY OF NEW YORK
By Hand By Overnight Courier By Mail
Receive Window 77 Water Street, 4th Floor Wall Street Station
77 Water Street, 5th Floor New York, NY 10005 P.O. Box 1023
New York, NY 10005 New York, NY 10268-1023
Telephone Number
For information call collect
(212) 701-7618
