FORM 10-K

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES AND EXCHANGE ACT OF 1934
                                
           For the fiscal year ended DECEMBER 31, 1996
                                
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
                  COMMISSION FILE NUMBER 1-707
                                
                KANSAS CITY POWER & LIGHT COMPANY
     (Exact name of registrant as specified in its charter)

               Missouri                                  44-0308720
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

                       1201 Walnut Street
                  Kansas City, Missouri  64106
            (Address of principal executive offices)

Registrant's telephone number, including area code:  816-556-2200

   Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
Title   of   each  class                          on which registered

Cumulative  Preferred Stock                       New York  Stock Exchange
  par value $100 per share -
    3.80%, 4.50%, 4.35%

Common  Stock without par value                   New York  Stock Exchange
                                                  Chicago Stock Exchange

   Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days. Yes   X     No

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment  to  the
Form 10-K.    X

On  March  13,  1997, KCPL had 61,895,819 outstanding  shares  of
common  stock  without par value, and the aggregate market  value
(based  upon  the closing price of these shares on the  New  York
Stock  Exchange)  of voting securities held by  nonaffiliates  of
KCPL was approximately $1,763,113,626.

              Documents Incorporated by Reference
Portions  of  the  1997  Proxy  Statement  are  incorporated   by
reference in Part III of this report.

<PAGE>

                      TABLE OF CONTENTS
                                                           Page
                                                           Number

Item  1.  Business                                            1
               Proposed Merger With Western Resources, Inc.   1
               Regulation                                     2
                    Rates                                     2
                    Environmental Matters                     2
                         Air                                  3
                         Water                                3
               Competition                                    3
               Fuel Supply                                    4
                    Coal                                      4
                    Nuclear                                   4
                         High-Level Waste                     4
                         Low-Level Waste                      5
               Employees                                      5
               Subsidiaries                                   5
               Officers of the Registrant                     6
                    KCPL Officers                             6
                    KLT Inc. Officers                         7

Item 2.   Properties                                          8
               Generation Resources                           8
               Transmission and Distribution Resources        9
               General                                        9

Item 3.   Legal Proceedings                                  10

Item 4.   Submission of Matters to a Vote of Security
          Holders                                            11

Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters                        11
               Market Information                            11
               Holders                                       11
               Dividends                                     11

Item  6.  Selected Financial Data                            12

Item  7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                12

Item  8.  Consolidated Financial Statements                  21

Item  9.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                42

Item 10.  Directors and Executive Officers of the Registrant 42

Item 11.  Executive Compensation                             42

Item 12.  Security Ownership of Certain Beneficial Owners
          and Management                                     42

Item 13.  Certain  Relationships and Related  Transactions   42

Item 14.  Exhibits,  Financial  Statement  Schedules,  and
          Reports on Form 8-K                                43

<PAGE>

                           PART I


ITEM 1.  BUSINESS

      Kansas   City  Power  &  Light  Company   (KCPL)   was
incorporated  in  Missouri in 1922 and is  headquartered  in
downtown  Kansas  City,  Missouri. KCPL  is  a  medium-sized
public  utility  engaged  in  the generation,  transmission,
distribution  and  sale  of  electricity  to  over   435,000
customers  in  a 4,700 square mile area located  in  all  or
portions  of  23  counties in western Missouri  and  eastern
Kansas.   About two-thirds of the total retail kilowatt-hour
sales  and  revenues  are from Missouri  customers  and  the
remainder   from   Kansas  customers.    Customers   include
approximately  381,000 residences, 51,000 commercial  firms,
and  3,000  industrials, municipalities and  other  electric
utilities.  Retail revenues in Missouri and Kansas accounted
for  approximately  91% of KCPL's total  revenues  in  1996.
Wholesale  firm  power, bulk power sales  and  miscellaneous
electric  revenues accounted for the remainder of  revenues.
Low fuel costs and superior plant performance enable KCPL to
serve  its  customers  well while maintaining  a  leadership
position in the bulk power market.

     KCPL  as  a  regulated  utility does  not  have  direct
competition  for  retail  electric service  in  its  service
territory;  however, there is competition in the  generation
of  electricity and between electric and gas  as  an  energy
source.

     KLT  Inc.,  a  wholly-owned, unregulated subsidiary  of
KCPL,  pursues  opportunities in domestic and  international
energy-related ventures.  See "Subsidiaries" on  page  5  of
this  report.   KCPL  also owns 47% of  Wolf  Creek  Nuclear
Operating  Corporation, the operating company for  the  Wolf
Creek Generating Station (Wolf Creek).

Proposed Merger With Western Resources, Inc.

      On  February 7, 1997, KCPL and Western Resources, Inc.
(Western  Resources) entered into an Agreement and  Plan  of
Merger  (the Merger Agreement) to form a strategic  business
combination.  The effective time of the merger is  dependent
upon  all  conditions of the Merger Agreement being  met  or
waived.   At  the effective time, KCPL will merge  with  and
into  Western  Resources, with Western Resources  being  the
surviving corporation.

       Western  Resources  first  delivered  an  unsolicited
exchange  offer  to  KCPL's Board of  Directors  during  the
second  quarter  of  1996.  This initial offer,  subject  to
numerous  conditions, proposed the exchange  of  $28  (later
increased  to  $31) worth of Western Resources common  stock
for   each  share  of  KCPL  common  stock.   After  careful
consideration, both offers were rejected by KCPL's Board  of
Directors.   In  July  1996 Western Resources  commenced  an
exchange  offer  for KCPL common stock.  In late  1996  KCPL
began  discussing  a possible merger with Western  Resources
leading to the Merger Agreement.

      Under  the terms of the Merger Agreement, KCPL  common
stock  will be exchanged for Western Resources common  stock
valued at $32.00, subject to a conversion ratio limiting the
amount  of  Western Resources common stock that  holders  of
KCPL  common  stock would receive per share of  KCPL  common
stock  to  no  more  than 1.1 shares (if Western  Resources'
stock  is priced at or below $29.09 per share), and no  less
than 0.917 shares (if Western Resources' stock is priced  at
or  above  $34.90 per share).  However, there is a provision
in  the  Merger Agreement that allows KCPL to terminate  the
merger  if Western Resources' stock price drops below $27.64
and  either the Standard and Poor's Electric Companies Index
increases or the decline in Western Resources stock  exceeds
by  approximately  5%  any decline in this  index.   Western
Resources  could  avoid this termination  by  improving  the
conversion ratio.

       The   transaction  is  subject  to  several   closing
conditions    including   approval   by    each    company's
shareholders, approval by a number of regulatory authorities
(statutory  approvals) and dissenting shares  equaling  less
than  5.5%  of KCPL's outstanding shares.  If the  effective
time  has  not  occurred by June 30, 1998  (the  termination
date),  either party may terminate the agreement as long  as
they did not contribute to the delay.  This termination date
will  be automatically extended to June 30, 1999, if all  of
the Merger Agreement closing conditions have been met except
for certain conditions relating to statutory approvals.

      The  Merger Agreement does not allow KCPL to  increase
its  common  stock dividend prior to the effective  time  or
termination.    It  also  requires  KCPL   to   redeem   all
outstanding shares of preferred stock prior to completion of
the merger.

      If  the  Merger Agreement is terminated under  certain
circumstances, a payment of $50 million will be due  Western
Resources  if,  within  two  and  one-half  years  following
termination,   KCPL   agrees  to   consummate   a   business
combination  with  a  third party that made  a  proposal  to
combine  prior to termination.  Western Resources  will  pay
KCPL $5 to $35 million if the Merger Agreement is terminated
and   all  closing  conditions  are  satisfied  other   than
conditions   relating  to  Western  Resources  receiving   a
favorable   tax  opinion,  a  favorable  letter   from   its
accountants   regarding   pooling   accounting,    favorable
statutory approvals, or an exemption from the Public Utility
Holding Company Act of 1935.


Regulation

     KCPL  is  subject  to the jurisdiction  of  the  Public
Service  Commission  of the State of  Missouri  (MPSC),  the
State  Corporation Commission of the State of Kansas  (KCC),
the Federal Energy Regulatory Commission (FERC), the Nuclear
Regulatory  Commission (NRC) and certain other  governmental
regulatory  bodies as to various phases of  its  operations,
including   rates,   service,  safety  and   nuclear   plant
operations,   environmental   matters   and   issuances   of
securities.

    Rates

     KCPL's retail electric rates are regulated by the  MPSC
and  KCC  for sales within the respective states of Missouri
and  Kansas.  FERC approves KCPL's rates for wholesale  bulk
electricity  sales.   Firm  electric  sales  are   made   by
contractual arrangements between the entity being served and
KCPL.

     KCPL  has  not increased any of its retail or wholesale
rates  since 1988.  Pursuant to a stipulation and  agreement
with  the MPSC, KCPL reduced Missouri retail rates by  about
2.7%  effective January 1, 1994,  2% effective July 9, 1996,
and by about 2.5% effective January 1, 1997.

    Environmental Matters

     KCPL's  operations must comply with federal, state  and
local  environmental laws and regulations.   The  generation
and  transmission of electricity uses, produces and requires
disposal  of  certain  products and  by-products,  including
polychlorinated   biphenyl  (PCBs),   asbestos   and   other
potentially hazardous materials.  KCPL's policy is to act in
an  environmentally responsible manner and to use the latest
technology available to avoid and treat contamination.   The
Federal  Comprehensive Environmental Response,  Compensation
and  Liability Act (the Superfund law) imposes strict  joint
and  several liability for those who generate, transport  or
deposit  hazardous  waste.  This liability  extends  to  the
current  property  owner as well as prior owners  since  the
time    of   contamination.    KCPL   continually   conducts
environmental  audits designed to detect  contamination  and
ensure  compliance with governmental regulations.   However,
compliance programs needed to meet future environmental laws
and  regulations governing water and air quality,  including
carbon  dioxide  emissions,  hazardous  waste  handling  and
disposal,    toxic   substances   and   the    effects    of
electromagnetic fields, could require substantial changes to
operations  or  facilities.  KCPL cannot presently  estimate
any  additional  costs of meeting such  new  regulations  or
standards which might be established in the future, nor  can
it estimate the possible effect which any new regulations or
standards  could  have upon its operations.   However,  KCPL
currently  estimates that expenditures necessary  to  comply
with  environmental  regulations during  1997  will  not  be
material with the possible exceptions set forth below.

       Air

     The  Clean  Air  Act  Amendments of  1990  contain  two
programs significantly affecting the utility industry.  KCPL
has  spent approximately $5 million for the installation  of
continuous  emission  monitoring equipment  to  satisfy  the
requirements under the acid rain provision.  KCPL expects no
further  material expenditures for this project.  The  other
utility-related  program calls for a study  of  certain  air
toxic  substances.   Based on the  outcome  of  this  study,
regulation of these substances, including mercury, could  be
required.   KCPL cannot predict the likelihood of  any  such
regulations or compliance costs.

    Proposed regulations to revise the ozone and particulate
matter,   National  Ambient  Air  Quality   Standards,   are
scheduled to be issued by June 1997 and may require  capital
expenditures which cannot be estimated at this time.


       Water

     KCPL  commissioned an environmental assessment  of  its
Northeast  Station and of its Spill Prevention  Control  and
Countermeasure plan as required by the Clean Water Act.  The
assessment  revealed contamination of the site by  petroleum
products,  heavy metals, volatile and semi-volatile  organic
compounds,   asbestos,  pesticides   and   other   regulated
substances.  Based upon studies and discussions with Burns &
McDonnell, the cost of the cleanup could range between  $1.5
million and $6 million.

     Also,  groundwater analysis has indicated that  certain
volatile  organic compounds are moving through the Northeast
site,  just  above bedrock, from unidentified  sources  off-
site.   The Missouri Department of Natural Resources  (MDNR)
was  notified of the possible release of petroleum  products
and  the presence of volatile organic compounds moving under
the site.  Monitoring and removal of free petroleum products
continues at the site.  MDNR has concluded that the volatile
organic  compounds originated from a source off-site.   MDNR
stated  it  will continue to investigate the source  of  the
compounds.  Because KCPL believes it will not have liability
in  this matter, it has not performed a study regarding  the
possible  cost  of  remediation  of  the  flow  of   organic
compounds.


Competition

     See  "Regulation and Competition" on page  12  of  this
report.

Fuel Supply

    KCPL's principal sources of fuel for electric generation
are  coal  and  nuclear fuel.  These fuels are  expected  to
satisfy  about  99% of the 1997 fuel requirements  with  the
remainder  provided by other sources including natural  gas,
oil  and steam.  The 1996 and estimated 1997 fuel mix, based
on total Btu generation, are as follows:

                                          Estimated
                                1996          1997

                 Coal            76%           73%
                 Nuclear         23%           26%
                 Other            1%            1%

     The  fuel mix varies depending on the operation of Wolf
Creek  which  requires  a refueling and  maintenance  outage
about every 18 months.  The next outage is scheduled for the
fourth quarter of 1997.

    Coal

     KCPL's  average  cost per million Btu of  coal  burned,
excluding  fuel handling costs, was $0.85 in 1996 and  $0.89
in 1995 and 1994. KCPL's cost of delivered coal is about 63%
of the regional average.

     During  1997, approximately 10.4 million tons  of  coal
(7.3  million tons, KCPL's share) are projected to be burned
at  KCPL's generating units, including jointly-owned  units.
KCPL  has entered into coal-purchase contracts with  various
suppliers  in  Wyoming's Powder River  Basin,  the  nation's
principal  supplier  of low-sulfur coal.   These  contracts,
with  expiration dates ranging from 1997 through 2003,  will
satisfy approximately 95% of the projected coal requirements
for 1997, 50% for 1998, 50% for 1999, and 20% thereafter.

    Nuclear

     The  Wolf Creek Nuclear Operating Corporation  (WCNOC),
which operates Wolf Creek, has on hand or under contract 70%
of  the  uranium  required  to operate  Wolf  Creek  through
September  2003.   The balance is expected  to  be  obtained
through spot market and contract purchases.

     Contracts are in place for 100% of Wolf Creek's uranium
enrichment   requirements  for  1997   and   82%   of   such
requirements  for 1998 to March 2005.  The  balance  of  the
1998-2005 requirements is expected to be obtained through  a
combination  of  spot  market and contract  purchases.   The
decision   not   to   contract  for  the   full   enrichment
requirements  is  one  of cost rather than  availability  of
service.

     Contracts are in place for the conversion of uranium to
uranium   hexaflouride  sufficient  to  meet  Wolf   Creek's
requirements through 2001.

       High-Level Waste

     The  Nuclear  Waste  Policy  Act  of  1982  established
schedules,   guidelines   and   responsibilities   for   the
Department   of  Energy  (DOE)  to  develop  and   construct
repositories  for the ultimate disposal of  spent  fuel  and
high-level waste.  The DOE has not yet constructed  a  high-
level waste disposal site and has announced that a permanent
repository may not be in operation prior to 2010 although an
interim storage facility may be available earlier.  The  DOE
likely  will  not immediately begin accepting  Wolf  Creek's
spent   fuel  upon  opening  of  the  permanent  repository.
Instead,  KCPL  expects to experience a multi-year  transfer
period  beginning as much as six years after opening of  the
permanent repository.  Wolf Creek contains an on-site  spent
fuel   storage  facility  which,  under  current  regulatory
guidelines,  provides space for the storage  of  spent  fuel
through  2005  while  still maintaining fuel  core  off-load
capability.  KCPL believes adequate additional storage space
can be obtained, as necessary.

       Low-Level Waste

    The Low-Level Radioactive Waste Policy Amendments Act of
1985  mandated  that  the  various states,  individually  or
through  interstate compacts, develop alternative  low-level
radioactive  waste  disposal  facilities.   The  states   of
Kansas,  Nebraska, Arkansas, Louisiana and  Oklahoma  formed
the  Central Interstate Low-Level Radioactive Waste  Compact
and  selected  a  site  in northern  Nebraska  to  locate  a
disposal  facility.  The present estimate of  the  cost  for
such a facility is about $154 million.  WCNOC and the owners
of the other five nuclear units in the compact have provided
most of the pre-construction financing for this project.  As
of February 28, 1997, utilities in the compact have spent in
excess  of  $75  million, of which $13 million  was  WCNOC's
share.

     There is uncertainty as to whether this project will be
completed.  Significant opposition to the project  has  been
raised by the residents in the area of the proposed facility
and  attempts have been made through litigation and proposed
legislation  to  slow  down  or  stop  development  of   the
facility.

Employees

      At  December  31,  1996,  KCPL  and  its  wholly-owned
subsidiaries  had 2,297 employees (including  temporary  and
part-time  employees), 1,474 of which  were  represented  by
three  local  unions  of  the International  Brotherhood  of
Electrical  Workers (IBEW).  KCPL has labor agreements  with
Local  1613, representing clerical employees (which  expires
March  31,  1999),  with  Local 1464,  representing  outdoor
workers (which expires January 8, 2000), and with Local 412,
representing power plant workers (which expires February 28,
1998).   KCPL  is also a 47% owner of WCNOC,  which  employs
1,013  persons  to  operate Wolf Creek,  340  of  which  are
represented by the IBEW.

Subsidiaries

    KLT Inc. has six wholly-owned direct subsidiaries:

    -    KLT Investments Inc., a passive investor in affordable
      housing investments which generate tax credits.
    
    -     KLT  Investments  II Inc., a passive  investor  in
      economic, community-development and energy-related projects.

    -     KLT  Energy Services Inc., a partner in an  energy
      management services and lighting services business.

    -    KLT Power Inc., a participant in independent power and
      cogeneration  projects.   KLT  Power  Inc.  has   four
      subsidiaries,  KLT Iatan Inc., which was formed for the co-
      development of the Iatan Unit 2 coal-fired power plant; KLT
      Power International, which participates in  independent
      power  projects located in China; KLT Power Asia which
      participates in independent power projects located  in
      certain Asian countries; and KLT Power Latin American which
      participates in independent power projects located in Latin
      America.

    -    KLT Gas Inc., a participant in oil and gas reserves and
      exploration.  KLT Gas Inc. has one wholly-owned subsidiary,
      FAR  Gas  Acquisitions Corporation which holds limited
      partnerships in coal seam methane gas wells that generate
      tax credits.
    
    -    KLT Telecom Inc., an investor in communications and
      information technology opportunities.  KLT Telecom Inc. has
      two majority-owned subsidiaries, Municipal Solutions, an
      outsourcer of municipal services and Telemetry Solutions, a
      provider of  services using Cellnet-related technology.

KCPL's  equity investment in KLT Inc. at December 31,  1996,
was $61 million.

Officers of the Registrant

    KCPL Officers
                                                                  Year Named
      Name          Age   Positions Currently Held                  Officer

Drue Jennings        50   Chairman of the Board, President           1980
                          and Chief Executive Officer

Bernard J. Beaudoin  56   Executive Vice President - Chief           1984
                          Financial Officer

Marcus Jackson       45   Executive Vice President - Chief           1989
                          Operating Officer

J. Turner White      48   Executive Vice President - Corporate       1990
                          Development

John J. DeStefano    47   Senior Vice President  -  Business         1989
                          Development

Jeanie Sell Latz     45   Senior Vice President  -  Corporate        1991
                          Services, Corporate Secretary
                          and Chief Legal Officer

Frank L. Branca      49   Vice President - Wholesale and             1989
                          Transmission Services

Steven  W. Cattron   41   Vice President - Marketing and  Sales      1994

Charles  R.  Cole    50   Vice President - Customer  Services        1990
                          and Purchasing

Douglas  M.  Morgan  54   Vice President - Information Technology    1994

Richard A. Spring    42   Vice President - Production                1994

Bailus M. Tate       50   Vice President - Human Resources           1994

Neil  A. Roadman     51   Controller                                 1980

Mark C. Sholander    51   General Counsel and Assistant              1986
                          Secretary

Andrea F. Bielsker   38   Treasurer                                  1996

  
  KLT Inc. Officers
                                                                  Year Named
      Name          Age   Positions Currently Held                  Officer

Ronald G. Wasson     52   President                                  1995

Floyd R. Pendleton   53   Vice President-Business                    1992
                          Development

David M. McCoy       49   Vice President-Business                    1996
                          Development

Mark G. English      45   Vice President and General                 1995
                          Counsel

Janee C. Rosenthal   35   Corporate Secretary and Treasurer          1992

Teresa D. Cook       36   Controller                                 1997


     All of the foregoing persons have been officers of KCPL
or  employees  in a responsible position with KCPL  for  the
past  five years except for Mr. Spring.  Mr. Spring  was  an
employee  of  KCPL from 1978 to 1993, when he left  KCPL  to
join Northern Indiana Public Service Company as Director  of
Electric Production.  In July 1994, he rejoined KCPL as Vice
President-Production.

    The term of office of each officer commences with his or
her  appointment by the Board of Directors and ends at  such
time as the Board of Directors may determine.

ITEM 2.  PROPERTIES

Generation Resources

    KCPL's generating facilities consist of the following:

                                                     Estimated
                                                       1997
                                            Year    Megawatt(mw)
              Unit                       Completed  Capacity        Fuel
Existing Units
 Base Load...Wolf Creek(a)                  1985        548(b)   Nuclear
             Iatan                          1980        469(b)      Coal
             LaCygne 2                      1977        334(b)      Coal
             LaCygne 1                      1973        341(b)      Coal
             Hawthorn 6                     1997        142(d)   Gas/Oil
             Hawthorn 5                     1969        479     Coal/Gas
             Montrose 3                     1964        161         Coal
             Montrose 2                     1960        153         Coal
             Montrose 1                     1958        155         Coal
 Peak Load...Northeast 13 and 14(c)         1976        110          Oil
             Northeast 17 and 18(c)         1977        116          Oil
             Northeast 15 and 16(c)         1975        111          Oil
             Northeast 11 and 12(c)         1972        105          Oil
             Grand Avenue (2 units)  1929 & 1948         73          Gas
                                                        ___
               Total                                  3,297
                                                      =====
       (a) This  unit is one of KCPL's principal generating
       facilities  and has the lowest fuel cost  of  any  of
       its  generating facilities.  An extended shutdown  of
       the  unit could have a substantial adverse effect  on
       the operations of KCPL and its financial condition.

       (b) KCPL's share of jointly-owned unit.

       (c) Combustion turbines.

       (d) KCPL  has entered into an operating  lease  with
       First  Security  Bank of Utah,  N.A.  for  a  V.84.3A
       combustion  turbine-generator, to be  in  service  in
       the   year   1997,  with  an  anticipated  accredited
       capacity of approximately 142 mw.

     KCPL's maximum system net hourly peak load of 2,987  mw
occurred on July 19, 1996.  The maximum winter peak load  of
2,012  mw  occurred  on December 19, 1996.   The  accredited
generating  capacity of KCPL's electric  facilities  in  the
summer (when peak loads are experienced) of 1996 under MOKAN
Power Pool standards was 3,134 mw.

      KCPL   owns  the  Hawthorn  Station  (Jackson  County,
Missouri),   Montrose  Station  (Henry  County,   Missouri),
Northeast  Station (Jackson County, Missouri) and two  Grand
Avenue   Station   turbine   generators   (Jackson   County,
Missouri).  KCPL also owns 50% of the 682-mw LaCygne 1  Unit
and 668-mw LaCygne 2 Unit in Linn County, Kansas; 70% of the
670-mw Iatan Station in Platte County, Missouri; and 47%  of
the 1,167 mw Wolf Creek in Coffey County, Kansas.


Transmission and Distribution Resources

     KCPL's  electric transmission system is  interconnected
with  systems  of  other  utilities  to  permit  bulk  power
transactions  with  other electricity suppliers  in  Kansas,
Missouri, Iowa, Nebraska and Minnesota.  KCPL is a member of
the  MOKAN  Power  Pool, which is a contractual  arrangement
among  eleven utilities in western Missouri and Kansas which
interchange   electric  energy,  share  reserve   generating
capacity,  and  provide  emergency and  standby  electricity
services to each other.

     KCPL  owns  approximately 1,700 miles  of  transmission
lines and approximately 9,000 miles of overhead distribution
lines,   and   approximately  3,100  miles  of   underground
distribution  lines.  KCPL has all franchises  necessary  to
sell   electricity   within  the  territories   from   which
substantially all of its gross operating revenue is derived.

General

     KCPL's principal plants and properties, insofar as they
constitute  real  estate, are owned in  fee;  certain  other
facilities  are  located  on  premises  held  under  leases,
permits  or  easements;  and its electric  transmission  and
distribution systems are for the most part located  over  or
under  highways,  streets, other public places  or  property
owned  by  others  for which permits, grants,  easements  or
licenses  (deemed  satisfactory but without  examination  of
underlying land titles) have been obtained.

     Substantially all of the fixed property and  franchises
of  KCPL,  which consists principally of electric generating
stations,  electric transmission and distribution lines  and
systems,   and   buildings  (subject   to   exceptions   and
reservations)  are  subject to a General Mortgage  Indenture
and Deed of Trust dated as of December 1, 1986.


ITEM 3.  LEGAL PROCEEDINGS


Kansas  City  Power & Light Co. v. Western Resources,  Inc.,
et. al

    On May 20, 1996, KCPL commenced litigation in the United
States  District Court for the Western District of Missouri,
Western   Division   (District   Court),   against   Western
Resources,  Inc.  (Western Resources) and  Robert  L.  Rives
(Rives) requesting the District Court to declare the Amended
and  Restated Agreement and Plan of Merger between KCPL,  KC
Merger  Sub,  Inc.,  UtiliCorp and KC  United  Corp.,  dated
January,   1996,  amended  May  20,  1996  (Amended   Merger
Agreement),  and  the  transactions  contemplated    thereby
(collectively the Transaction) were legal and could  not  be
reversed.   On May 24, 1996, Jack R. Manson (Manson),  filed
an  action to become a party to the above litigation as  the
shareholders'  representative.  Manson made  claims  against
KCPL  and all its directors stating they had violated  their
fiduciary duties, that their actions in adopting the Amended
Merger  Agreement  were illegal and ultra  vires;  that  the
adoption of the  Amended Merger Agreement illegally deprived
shareholders  of  rights under Missouri law;  and  that  the
adoption  of  the Amended Merger Agreement was an  excessive
response to Western Resources' acquisition offer.   On  June
7,  1996,  Western  Resources and Rives  each  filed  claims
against  KCPL,  charging  the same  violations  against  the
directors as Manson.

      The  District  Court  on  August  2,  1996  ruled  the
transactions  contemplated by the Amended  Merger  Agreement
were  legally valid and authorized under Missouri  law;  but
the  combined transactions resulted in a merger between KCPL
and  UtiliCorp, requiring, under Missouri law,  approval  by
the  holders  of   two-thirds of the outstanding  shares  of
KCPL's stock.

     By  order  dated November 25, 1996, the District  Court
allowed  Manson to amend his original petition claiming  the
directors  breached their fiduciary duties  by  refusing  to
meet  with  Western  Resources and had  committed  reckless,
grossly negligent, or negligent waste of corporate assets by
pursuing   the  merger  with  UtiliCorp.   In  addition   to
requesting  termination  of  the Amended  Merger  Agreement,
Manson  sought  monetary damages in an  unspecified  amount.
KCPL  filed a motion on December 9, 1996 to dismiss Manson's
claims  and  it  is  currently pending before  the  District
Court. KCPL cannot predict the outcome of these proceedings
at this time.


State of Missouri ex rel. Inter-City Beverage Co., Inc., et.
al  vs.  The  Public  Service Commission  of  the  State  of
Missouri, et. al;

Jewish  Community Campus of Greater Kansas  City,  Inc.  vs.
Kansas State Corporation Commission, et. al

     On  August  13,  1993,  a lawsuit  was  filed  by  nine
customers  in the Circuit Court of Jackson County,  Missouri
against  KCPL.   The  suit  alleged  the  misapplication  of
certain  of  KCPL's  electric  rate  tariffs  resulting   in
overcharges to industrial and commercial customers which had
been  provided  service  under those tariffs  and  requested
certification as a class action.  On December 3,  1993,  the
Court  dismissed  the  matter for  lack  of  subject  matter
jurisdiction.  Plaintiffs appealed to the Missouri Court  of
Appeals, Western District.  The Court of Appeals upheld  the
dismissal.   Plaintiffs then filed a motion to transfer  the
case  with  the  Missouri Supreme  Court.   The  motion  was
denied.

      Plaintiffs  then  took  their  claims  to  the   state
commissions  filing  complaints at the MPSC  on  August  23,
1995, and at the KCC on August 30, 1995.  The MPSC complaint
was  dismissed  May  1,  1996.  The  Cole  County,  Missouri
Circuit  Court affirmed the dismissal on January  29,  1997.
The  time  for  filing an appeal from such  circuit  court's
decision  has  not  yet  lapsed.   The  KCC  complaint   was
dismissed  April  9,  1996.   The  Johnson  County,   Kansas
District  Court affirmed the dismissal on February 4,  1997.
The  Plaintiff filed a Notice of Appeal to the Kansas  Court
of  Appeals on March 3, 1997. 

     Should  the  proceedings before the  MPSC  and  KCC  be
overturned  by the state courts, KCPL could be  required  to
refund  the  alleged overcharges. KCPL believes it 
will be able to successfully defend these actions.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matter was submitted during the fourth quarter of the
fiscal  year  covered by this report to a vote  of  security
holders through the solicitation of proxies or otherwise.



                          PART II


ITEM  5.  MARKET  FOR  THE REGISTRANT'S  COMMON  EQUITY  AND
RELATED  STOCKHOLDER MATTERS

Market Information:

     (1)  Principal Market:

          Common  Stock of KCPL is listed on the New  York
          Stock Exchange and the Chicago Stock Exchange.

     (2)  Stock Price Information:

                        Common Stock Price Range      
                        1996              1995        
            Quarter     High       Low        High       Low
            First      $27-1/4    $24        $24-1/2    $22-1/8
            Second      27-3/4     23-5/8     24-1/8     22-1/8  
            Third       28-3/8     26-1/4     24-3/8     21-1/2  
            Fourth      29-3/8     26-1/2     26-5/8     23-1/2  
                                                       
Holders:

    At  December 31, 1996, KCPL's Common Stock was  held  by
    26,763 shareholders of record.

Dividends:

    Common Stock dividends were declared as follows:

               Quarter        1997     1996     1995

               First         $0.405   $0.390   $0.380
               Second                  0.390    0.380
               Third                   0.405    0.390
               Fourth                  0.405    0.390

    KCPL's   Restated  Articles  of  Consolidation  contains
    certain  restrictions  on the payment  of  dividends  on
    KCPL's Common Stock.

ITEM 6.  SELECTED FINANCIAL DATA

                                 Year Ended December 31
                       1996(a)   1995     1994(b)   1993     1992
                       (dollars in millions except per share amounts)

Operating revenues     $  904   $  886    $  868    $  857    $  803
Net income             $  108   $  123    $  105    $  106    $   86
Earnings per common
  share                $ 1.69   $ 1.92    $ 1.64    $ 1.66    $ 1.35
Total assets at
  year-end             $2,915   $2,883    $2,770    $2,755    $2,647
Total redeemable
  preferred stock and
  long-term debt
  (including current
  maturities)          $  971   $  911    $  833    $  870    $  817
Cash dividends per
  common share         $ 1.59   $ 1.54    $ 1.50    $ 1.46    $ 1.43
Ratio of earnings to
  fixed charges          3.06     3.94      4.07      3.80      3.12

(a)  In 1996, KCPL recorded $31 million in merger related costs.
(b)  In  1994, KCPL recorded a $22.5 million expense for a  voluntary
early retirement program.


ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

REGULATION AND COMPETITION

     As competition develops throughout the electric utility industry,
we  are positioning Kansas City Power & Light Company (KCPL) to  excel
in  an  open  market.  We are improving the efficiency of KCPL's  core
utility   operations  and  creating  growth  through  its  unregulated
subsidiary.  As competition presents new opportunities, we  will  also
consider  various  strategies  including  partnerships,  acquisitions,
combinations,  additions to or dispositions of service territory,  and
restructuring wholesale and retail businesses.  In 1997 we will  begin
offering natural gas contracts to certain customers.  We have  entered
an  Agreement and Plan of Merger with Western Resources, Inc. (Western
Resources).  This agreement was reached after nine months of defending
against an unsolicited exchange offer (see Note 11 to the Consolidated
Financial Statements).

      In December 1996 the Federal Energy Regulatory Commission (FERC)
issued  a  statement concerning electric utility mergers.   Under  the
statement,  companies  must demonstrate that  their  merger  does  not
adversely  affect competition or wholesale rates.  As  remedies,  FERC
may consider a range of conditions including transmission upgrades  or
divestitures of generating assets.

     Competition in the electric utility industry was accelerated with
the  National Energy Policy Act of 1992.  This gave FERC the authority
to  require electric utilities to provide transmission line access  to
independent  power  producers (IPPs) and  other  utilities  (wholesale
wheeling).  KCPL, already active in the wholesale wheeling market, was
one  of  the  first utilities to receive FERC's approval of  an  open-
access tariff for wholesale wheeling transactions.  In April 1996 FERC
issued  an  order requiring all owners of transmission  facilities  to
adopt open-access tariffs and participate in wholesale wheeling;  KCPL
has made the necessary filings to comply with that order.

      FERC's  April order is likely to encourage more movement  toward
retail competition at the state level.  An increasing number of states
have  already  adopted open access requirements for utilities'  retail
electric service,  allowing competing suppliers access to their retail
customers   (retail  wheeling).   Many  other  states   are   actively
considering  retail wheeling.  Kansas has created  a  retail  wheeling
task force to study and report on related issues.

      Competition through retail wheeling could result in market-based
rates  below  current  cost-based rates.  This  would  provide  growth
opportunities  for  low-cost  producers  and  risks  for   higher-cost
producers,  especially those with large industrial  customers.   Lower
rates  and  the loss of major customers could result in under-utilized
assets  (stranded  investment)  and place  an  unfair  burden  on  the
remaining  customer  base or shareholders.  If an  adequate  and  fair
provision for recovery of these lost revenues is not provided, certain
generating  assets  may  have  to  be  evaluated  for  impairment  and
appropriate charges recorded against earnings.  In addition  to  lower
profit  margins,  market-based  rates could  also  require  generating
assets  to  be  depreciated  over  shorter  useful  lives,  increasing
operating expenses.

      Although  Missouri  and Kansas have not  yet  authorized  retail
wheeling,  we believe KCPL is positioned well to compete  in  an  open
market  with  its diverse customer mix and pricing strategies.   About
22% of KCPL's retail mwh sales are to industrial customers compared to
the  utility average of about 35%. KCPL has a flexible rate  structure
with industrial rates that are competitively priced within our region.
In addition, long-term contracts are in place or under negotiation for
a large portion of KCPL's industrial sales.  There has not been direct
competition  for  retail  electric service in  our  service  territory
although  there  has  been competition in the bulk  power  market  and
between alternative fuels.

      Increased  competition  could also  force  utilities  to  change
accounting  methods.   Financial  Accounting  Standards  Board  (FASB)
Statement No. 71 - Accounting for Certain Types of Regulation, applies
to regulated entities whose rates are designed to recover the costs of
providing  service.   An entity's operations could  stop  meeting  the
requirements  of FASB 71 for various reasons, including  a  change  in
regulation or a change in the competitive environment for a  company's
regulated  services.   For  those operations  no  longer  meeting  the
requirements  of  regulatory accounting, regulatory  assets  would  be
written  off.   KCPL's  regulatory assets, totaling  $164  million  at
December  31, 1996, will be maintained as long as FASB 71 requirements
are met.

       It  is  possible  that  competition  could  eventually  have  a
materially  adverse  affect  on  KCPL's  results  of  operations   and
financial  position.   Should  competition  eventually  result  in   a
significant  charge  to equity, capital costs and  requirements  could
increase significantly.

NONREGULATED OPPORTUNITIES

      KLT  Inc.  is  a wholly-owned subsidiary pursuing  nonregulated,
mainly  energy-related business ventures.  KLT's strategy  capitalizes
on  new  market  opportunities by combining our expertise  in  energy-
related  fields  with  the  knowledge of our joint  venture  partners.
Existing  ventures  include investments in domestic and  international
nonregulated power production, energy services, oil and gas  reserves,
telecommunications, and affordable housing limited partnerships.

      We  had  a total equity investment in KLT of $61 million  as  of
December  31, 1996, and expect that investment to grow to  about  $210
million  within  the  next five years.  KLT's consolidated  assets  at
December  31, 1996, totaled $224 million.  Within the next five  years
we  expect  KLT  consolidated assets of about $800 million,  generated
through  the  $210  million of equity investment, subsidiary  retained
earnings  and borrowings.  The growth of KLT accounts for the majority
of  the  increase  in KCPL's consolidated investments  and  nonutility
property.

EARNINGS OVERVIEW

      Earnings per share (EPS) for 1996 of $1.69 decreased $0.23  from
1995.   Terminating  our merger agreement with UtiliCorp  United  Inc.
(UtiliCorp)  and  defending  against  Western  Resources'  unsolicited
exchange  offer reduced 1996 EPS by $0.31.  Other factors contributing
to the decrease included mild summer temperatures and the effects of a
new  stipulation  and  agreement with  the  Missouri  commission.   In
addition, EPS for 1995 included a $0.05 per share gain on the sale  of
rail  cars.   Despite  the  unfavorable  weather  and  merger  related
charges, continued load growth contributed favorably to 1996 EPS.

      EPS  for 1995 of $1.92 increased $0.28 from 1994.  This increase
was  due  mostly  to 1994's one-time $22.5 million ($0.22  per  share)
charge  for the voluntary early retirement program (see Note 2 to  the
Consolidated Financial Statements).  Other factors increasing 1995 EPS
included  load  growth, warmer summer temperatures, savings  from  the
1994  early retirement program and a net gain of $0.05 per share  from
the  sale of railcars.  Partially offsetting these increases, 1995 EPS
also  reflected  decreased  bulk  power  sales  and  higher  fuel  and
purchased power costs as a result of a forced outage at a coal plant.


MEGAWATT-HOUR (MWH) SALES AND ELECTRIC OPERATING REVENUES

Sales and revenue data:
                                    Increase (Decrease) from Prior Year
                                          1996              1995
                                      Mwh   Revenues     Mwh  Revenues
                                         (revenue change in millions)
Retail:
 Residential                         1 %     $ -       6 %    $ 17
 Commercial                          4 %      10       3 %       9
 Industrial                          6 %       5       - %      (1)
 Other                              (4)%       -      (6)%       -
  Total retail                       4 %      15       3 %      25
Sales for resale:
 Bulk power sales                    1 %       6     (15)%     (11)
 Other                              29 %       -     (11)%       -
  Total                                       21                14
Other revenues                                (3)                4
  Total electric operating revenues          $18               $18

      During  1996  the  Missouri  Public  Service  Commission  (MPSC)
approved  a  new stipulation and agreement authorizing a  $20  million
revenue  reduction in two phases, and an increase in depreciation  and
amortization  expense  by  $9 million  per  year.   In  July  1996  we
implemented  phase  one of the revenue reduction  designed  to  reduce
revenues  from commercial and industrial customers by an estimated  $9
million  per  year.   This decrease is achieved with  an  increase  in
summer revenues offset by a larger decrease in winter revenues.   This
design   more  closely  follows  our  increased  costs  of  generating
electricity  in  the  summer.  The second phase of  this  stipulation,
effective  January 1, 1997, will further reduce Missouri  residential,
commercial  and  industrial revenues by an estimated $11  million  per
year.   The  decrease in 1996 revenues as a result of this stipulation
and agreement was about $3 million.

      These  lower rates, combined with lower billed sales in December
of  1996  versus  December  of  1995, resulted  in  a  lower  accounts
receivable  balance at December 31, 1996, compared with  December  31,
1995.

      During  April and May of 1995 about 600 net commercial customers
were  reclassified to industrial to more appropriately  reflect  their
business operations.  This change resulted in the reclassification  of
about  $680,000  (10,300 mwh sales) from commercial to  industrial  in
each subsequent month.  Prior periods have not been restated.

      Summer  temperatures were very mild in 1996 compared with  1995,
remaining below normal for the fourth consecutive year.  Despite  this
mild  weather pattern, retail mwh sales increased in each of the  last
four  years due to load growth.  Load growth consists of higher usage-
per-customer as well as the addition of new customers.

      Retail  mwh  sales for 1996 increased 4% over 1995 while  retail
revenues  increased only 2%.  This difference is due  largely  to  the
Missouri  revenue reductions discussed above and the effect  of  long-
term  sales contracts with certain major industrial customers.   These
contracts are tailored to meet customers' needs in exchange for  their
long-term commitment to purchase energy.  Long-term contracts  are  in
place  or  under  negotiation for a large portion  of  our  industrial
sales.

      Retail  mwh sales and revenues for 1995 increased 3% over  1994.
This  increase  was due mainly to improved weather and continued  load
growth.   Similar  to 1996, long-term contracts with major  industrial
customers  resulted  in a slight decrease in 1995 industrial  revenues
from 1994, despite an equal level of mwh sales.

      Bulk power sales vary with system requirements, generating  unit
and  purchased power availability, fuel costs and the requirements  of
other electric systems.  A combination of these conditions contributed
to record bulk power sales in 1994.

      Changes in other revenues during 1996 and 1995 reflected changes
in classification between other revenues and bulk power sales.

      Total revenue per mwh sold varies with changes in the mix of mwh
sales among customer classifications and the effect of declining price
per mwh as usage increases.  An automatic fuel adjustment provision is
included in only sales for resale tariffs, which apply to less than 1%
of revenues.

      Future  mwh  sales  and revenues per mwh  will  be  affected  by
national  and  local economies, tariff changes,  weather and  customer
conservation efforts.  Competition, including alternative  sources  of
energy  such  as  natural gas, cogeneration, IPPs and  other  electric
utilities, may also affect future sales and revenue.

FUEL AND PURCHASED POWER

      Combined fuel and purchased power expenses for 1996 increased 8%
or  $15 million from 1995,  while total mwh sales (total of retail and
sales for resale) increased only 3%.

      This increase is largely attributable to an increase in capacity
purchases.   Capacity  purchase  contracts  provide  a  cost-effective
alternative  to  constructing new capacity  and  have  contributed  to
increases  in purchased power expenses.  Additional capacity purchases
increased  purchased power expenses about $9 million in  1996  and  $4
million in 1995.

      Nuclear fuel costs per MMBTU remain substantially less than  the
MMBTU  price  of coal, despite increases of 26% during  1996  and  15%
during  1995.  Nuclear fuel costs per MMBTU averaged 59%, 45% and  40%
of  the  MMBTU price of coal during 1996, 1995 and 1994, respectively.
We  expect  this relationship and the price of nuclear fuel to  remain
fairly  constant through the year 2001.  During 1996 coal  represented
about  75%  of  generation and nuclear fuel about  25%.   During  1995
nuclear  fuel  accounted for about 30% of generation as  no  refueling
outage was scheduled during that year (see Wolf Creek section).

     The price of coal burned declined 4% during 1996 and increased 1%
during 1995.  Our coal procurement strategies continue to provide coal
costs  at  or  below the regional average.  We expect  coal  costs  to
remain fairly consistent with 1996 levels through 2001.

      Other  items affecting the change in combined fuel and purchased
power  expenses  from  1995 to 1996 include a $2 million  decrease  in
expense  from  coal inventory adjustments, an increase in  replacement
power expenses for Wolf Creek's spring 1996 refueling outage (see Wolf
Creek  section)  and a 1995 forced generating station outage.   During
July 1995 a fire forced an outage at LaCygne I, a low-cost, coal-fired
generating  unit.  We replaced the power by increasing  the  usage  of
higher-cost,  coal-fired units and purchasing power on  the  wholesale
market.   Damage  to  the  unit was covered  by  insurance.   However,
uninsured,  incremental fuel and purchased power costs were  about  $4
million.

      Combined fuel and purchased power expenses for 1995 increased 5%
or  $9  million from 1994, despite a 2% decrease in total  mwh  sales.
Items contributing to this increase include the LaCygne forced outage,
increases  in capacity purchase contracts, increases in  the  cost  of
nuclear  fuel  and  a  $3 million increase in  fuel  costs  from  coal
inventory adjustments.

OTHER OPERATION AND MAINTENANCE EXPENSES

      Combined other operation and maintenance expenses for 1994  were
higher  than  1995 and 1996 due mainly to the costs of  the  voluntary
early  retirement program in that year.  Total program costs of  $22.5
million ($0.22 per share) were expensed during 1994.  The decrease  in
1995  expenses  from 1994 was partially offset by  KCPL's  $2  million
share  of  Wolf  Creek's voluntary early retirement  program  recorded
during 1995.  Other cost variances in 1996 and 1995 resulted from  the
timing of scheduled maintenance programs.

      We  continue to emphasize new technologies, improved methods and
cost   control.   We  are  changing  processes  to  provide  increased
efficiencies  and improved operations.  Through the  use  of  cellular
technology,  a  majority  of customer meters are  read  automatically.
These types of changes have allowed us to assimilate work performed by
those who elected to participate in the early retirement programs.

INCOME TAXES

      Operating  income taxes decreased $9 million in 1996 from  1995.
The decrease was primarily due to adjustments necessary to reflect the
filing  of  the 1995 tax returns and the settlement with the  Internal
Revenue Service regarding tax issues included in the 1985 through 1990
tax  returns.   This  settlement is also the primary  reason  for  the
decrease in accrued taxes.

GENERAL TAXES

Components of general taxes:
                                         1996      1995        1994
                                               (thousands)
  Property                            $  45,519  $  46,019  $  46,895
  Gross receipts                         42,554     41,416     40,397
  Other                                   9,175      9,386      9,070
       Total                          $  97,248  $  96,821  $  96,362

OTHER INCOME

     Miscellaneous Income
     Miscellaneous  income for 1995  includes a $5 million  gain  from
     the  sale  of  steel  railcars, which  were  replaced  by  leased
     aluminum  cars.  Aluminum cars are lighter-weight and offer  more
     coal  capacity  per  car, contributing to  lower  delivered  coal
     prices.

     Miscellaneous Deductions
     Miscellaneous  deductions  increased  in  1996  from   1995   due
     primarily  to  the termination of the UtiliCorp merger  agreement
     and defense against Western Resources' unsolicited exchange offer
     (see  Notes  11 and 12 to the Consolidated Financial Statements).
     During  the  third  quarter of 1996, $13  million  in  previously
     deferred  merger  costs  and a $5 million  termination  fee  were
     expensed.   In  addition, costs incurred to  defend  against  the
     unsolicited  exchange  offer  increased  1996  expenses  by   $13
     million.   Also, subsidiary expenses increased about  $9  million
     reflecting  increased  investing  activities.   Total  subsidiary
     expenses,   including  interest  charges  discussed  below,   are
     substantially offset by related tax benefits.
     
     Miscellaneous  deductions increased in  1995  over  1994  due  to
     increases in charitable contributions, fees related to  the  sale
     of   customer   accounts   receivable  and   growing   subsidiary
     operations.

     Income Taxes
     We  accrued tax credits in 1996, 1995 and 1994 of $12, $5 and  $1
     million, respectively, related primarily to KLT's investments  in
     affordable  housing limited partnerships.  Tax credits  from  the
     investments  in affordable housing more than offset the  increase
     in   interest  expense  incurred from  these  investments.   Non-
     taxable  increases in the cash surrender value of corporate-owned
     life  insurance contracts also affected the relationship  between
     miscellaneous deductions and income taxes.
     
INTEREST CHARGES

      Interest expense increased during 1996 reflecting higher average
levels  of long-term debt outstanding compared with 1995.  The  higher
levels  of  debt resulted from additional financing by KLT to  support
expanding  subsidiary  operations and new investments  in  unregulated
ventures.

      Interest expense increased during 1995 reflecting higher average
levels  of  long-term  debt  outstanding and  higher  weighted-average
interest  rates  compared  with 1994.  The  higher  average  level  of
outstanding  debt  was  primarily due  to  subsidiary  investments  in
affordable housing partnerships.

      The  average interest rate on long-term debt, including  current
maturities, was 6.0% in 1996 and 1995 compared with 5.4% in 1994.

      We  use  interest  rate  swap and cap agreements  to  limit  the
interest expense on a portion of our variable-rate long-term debt.  We
do  not  use  derivative financial instruments for  trading  or  other
speculative purposes.  Although these agreements are an integral  part
of  our interest rate management, their incremental effect on interest
expense and cash flows is not significant.

WOLF CREEK

       Wolf   Creek  is  one  of  KCPL's  principal  generating  units
representing  about  18% of its accredited generating  capacity.   The
plant's operating performance has remained strong, contributing  about
25%  of  the  annual  mwh  generation while operating  at  an  average
capacity  of  88% over the last three years.  It has the  lowest  fuel
cost per MMBTU of any of KCPL's generating units.

      Wolf  Creek's eighth scheduled refueling and maintenance  outage
began  in  early  February 1996 and was completed in  April  1996  (64
days).   The incremental operating, maintenance and replacement  power
costs are accrued evenly over the unit's operating cycle, normally  18
months.   As  actual  outage  expenses  are  incurred,  the  refueling
liability  and  related deferred tax asset are  reduced.   The  eighth
outage  started  one month early when the plant was  shut  down  after
water  flow from the cooling lake was restricted by ice buildup on  an
intake  screen.  This extended the length of the outage  and  was  the
primary  reason  for  the increase in Wolf Creek  related  replacement
power  and maintenance expenses in 1996.  Wolf Creek's ninth refueling
and maintenance outage is scheduled for the fall of 1997.

      Wolf  Creek's assets and operating expenses represent about  45%
and   20%  of  total  assets  and  operating  expenses,  respectively.
Currently,  no  major  equipment replacements  are  expected,  but  an
extended shutdown of the unit could have a substantial adverse  effect
on  KCPL's  business, financial condition and results  of  operations.
Higher  replacement  power and other costs  would  be  incurred  as  a
result.  Although not expected, an unscheduled plant shutdown could be
caused  by  actions of the Nuclear Regulatory Commission  reacting  to
safety  concerns at the plant or other similar nuclear  units.   If  a
long-term  shutdown occurred, the state regulatory  commissions  could
consider  reducing rates by excluding the Wolf Creek  investment  from
rate base.

     Ownership and operation of a nuclear generating unit exposes KCPL
to  risks regarding the cost of decommissioning the unit at the end of
its  life  and  to  potential retrospective assessments  and  property
losses  in  excess of insurance coverage.  These risks are more  fully
discussed in the related sections of Notes 1 and 4 to the Consolidated
Financial Statements.

ENVIRONMENTAL MATTERS

     Our policy is to act in an environmentally responsible manner and
use  the latest technology available to avoid and treat contamination.
We   continually  conduct  environmental  audits  designed  to  ensure
compliance  with  governmental regulations and  detect  contamination.
However,  these  regulations  are  constantly  evolving;  governmental
bodies  may  impose additional or more rigid environmental regulations
which could require substantial changes to operations or facilities.

      The  Clean  Air  Act  Amendments of 1990  contain  two  programs
significantly affecting the utility industry.  We have spent about  $5
million   for  the  installation  of  continuous  emission  monitoring
equipment  to satisfy the requirements under the acid rain  provision.
The  other  utility-related program calls for a study of  certain  air
toxic  substances.  Based on the outcome of this study, regulation  of
these  substances,  including mercury, could be required.   We  cannot
predict the likelihood of any such regulations or compliance costs.

      Other  proposed regulations to revise the ozone and  particulate
matter  National  Ambient  Air  Quality  Standards,  scheduled  to  be
finalized in June 1997, may require capital expenditures which  cannot
be estimated at this time.

PROJECTED CONSTRUCTION EXPENDITURES

      We are fully exploring alternatives to new construction.  During
1995  we  entered into an operating lease for a new 142 mw  combustion
turbine, scheduled to be placed in service during 1997.  We have  also
contracted  to  purchase capacity through fixed-price agreements  (see
Note  4  to the Consolidated Financial Statements - Capacity  Purchase
Commitments).  Compared to the long-term fixed costs of  building  new
capacity,  these  contracts provide a cost-effective  way  of  meeting
uncertain  levels  of  demand  growth, even  though  there  are  risks
associated with market price fluctuations.

     Total utility capital expenditures, excluding allowance for funds
used  during  construction, were $101 million in 1996.    The  utility
construction  expenditures are projected for the next  five  years  as
follows:

                                   Construction Expenditures
                            1997   1998   1999   2000   2001    Total
                                           (millions)

Generating facilities      $ 35   $ 27    $ 35    $33    $ 19   $149
Nuclear fuel                 20     21       2     24      27     94
Transmission facilities      11      5       2      4       3     25
Distribution and
  general facilities         67     53      51     48      43    262
     Total                 $133   $106    $ 90   $109    $ 92   $530

     This construction expenditure plan is subject to continual review
and  change.  The next plan will be filed with the Missouri commission
in July 1997.

CAPITAL REQUIREMENTS AND LIQUIDITY

      As  of December 31, 1996, KCPL's liquid resources included  cash
flows  from  operations,  $300  million of  registered  but  unissued,
unsecured medium-term notes and $375 million of unused bank  lines  of
credit.  The unused lines consisted of KCPL's short-term bank lines of
credit of $280 million and KLT's long-term revolving line of credit of
$95 million.

      KCPL  continues to generate positive cash flows  from  operating
activities,  although  individual components of working  capital  will
vary  with normal business cycles and operations including the  timing
of   receipts  and  payments.   Cash  required  to  meet  current  tax
liabilities  has  increased as we no longer receive  the  benefits  of
accelerated  tax  depreciation  on any  significant  generating  plant
assets.   Accelerated depreciation lowers tax payments in the  earlier
years  of  an  asset's life while increasing deferred tax liabilities;
this relationship reverses in the later years of an asset's life.  Our
last  significant generating plant addition was the completion of Wolf
Creek  in 1985.  The costs incurred to repair damages from an  October
1996  snow storm also lowered cash flows from operating activities  in
1996  and  increased  Other Regulatory Assets on  the  balance  sheet.
Amortization  of  these costs will begin in 1997 and be  reflected  as
Amortization of Other in the Statement of Cash Flows.  Amortization of
Other  decreased in 1996 as the deferred costs of the 1993 flood  were
fully amortized in 1995.

      Cash  used  in  investing activities varies with the  timing  of
utility  capital  expenditures and KLT's purchases of investments  and
nonutility  properties.  The increase in nonutility properties  during
1996  resulted  mainly  from KLT's purchase of  certain  oil  and  gas
projects during the year.

      Subsidiary  obligations increased during 1996 to  finance  KLT's
purchases  of  nonutility  property and  investments.   KCPL's  common
dividend  payout ratio was 94% in 1996, 80% in 1995 and 91%  in  1994.
Merger  related  costs  in  1996  and costs  of  the  voluntary  early
retirement program in 1994 contributed to the higher ratios  in  those
years.

      EPS  for  1997  will be reduced by $0.52 due to  a  $53  million
payment  in  February  1997  to UtiliCorp  for  terminating  a  merger
agreement  with  them and then signing an agreement  to  combine  with
Western  Resources.   After taxes, the payment will  reduce  1997  net
income  by  $32  million.   We  sold  commercial  paper  to  pay  this
termination fee.

      Day-to-day  operations,  utility construction  requirements  and
dividends  are  expected  to  be met with internally-generated  funds.
Uncertainties  affecting our ability to meet these  requirements  with
internally-generated  funds  include  the  effect  of   inflation   on
operating  expenses,  the  level  of mwh  sales,  regulatory  actions,
compliance with future environmental regulations, the availability  of
generating  units, and the outcome of pending legal  proceedings  (see
Note  13 to the Consolidated Financial Statements).  The funds  needed
for  the retirement of $393 million of maturing debt through the  year
2001  will  be  provided from operations, refinancings  or  short-term
debt.   We might incur additional debt and/or issue additional  equity
to finance growth or take advantage of new opportunities.


ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME

                                                Year Ended December 31
                                          1996          1995          1994
                                                    (thousands)

ELECTRIC OPERATING REVENUES               $903,919      $885,955      $868,272

OPERATING EXPENSES
 Operation
   Fuel                                    140,505       139,371       135,106
   Purchased power                          52,455        38,783        33,929
   Other                                   180,719       178,599       202,304
 Maintenance                                71,495        78,439        72,468
 Depreciation                              103,912        97,225        94,361
 Income taxes                               68,155        77,062        70,949
 General taxes                              97,248        96,821        96,362
 Deferred Wolf Creek costs amortization     11,617        12,607        13,102
    Total                                  726,106       718,907       718,581

OPERATING INCOME                           177,813       167,048       149,691

OTHER INCOME
 Allowance for equity funds
  used during construction                   2,368         2,279         2,087
 Miscellaneous income                        4,843         8,623         3,015
 Miscellaneous deductions                  (55,172)      (11,101)       (7,174)
 Income taxes                               36,402        10,259         4,572
    Total                                  (11,559)       10,060         2,500


INCOME BEFORE INTEREST CHARGES             166,254       177,108       152,191

INTEREST CHARGES
 Long-term debt                             53,939        52,184        43,962
 Short-term debt                             1,251         1,189         1,170
 Miscellaneous                               4,840         3,112         4,128
 Allowance for borrowed funds
  used during construction                  (1,947)       (1,963)       (1,844)
    Total                                   58,083        54,522        47,416

Net Income                                 108,171       122,586       104,775
Preferred Stock
 Dividend Requirements                       3,790         4,011         3,457
Earnings Available for
 Common Stock                             $104,381      $118,575      $101,318

Average Number of Common
 Shares Outstanding                         61,902        61,902        61,903
Earnings per Common Share                    $1.69         $1.92         $1.64
Cash Dividends per
 Common Share                                $1.59         $1.54         $1.50

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.


KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                                Year Ended December 31
                                          1996          1995          1994
                                                    (thousands)
Beginning Balance                         $449,966      $426,738      $418,201
Net Income                                 108,171       122,586       104,775
                                           558,137       549,324       522,976
Dividends Declared
  Preferred stock - at required rates        3,782         4,029         3,384
  Common stock                              98,421        95,329        92,854
Ending Balance                            $455,934      $449,966      $426,738

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.


KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS
                                                     December 31   December 31
                                                        1996          1995
                                                            (thousands)
ASSETS                                               

UTILITY PLANT, at original cost
 Electric                                            $ 3,472,607   $ 3,388,538
 Less-accumulated depreciation                         1,238,187     1,156,115
    Net utility plant in service                       2,234,420     2,232,423
 Construction work in progress                            69,577        72,365
 Nuclear fuel, net of amortization of
   $84,540 and $81,452                                    39,497        54,673
    Total                                              2,343,494     2,359,461

REGULATORY ASSET - DEFERRED WOLF CREEK COSTS                   0         8,880

REGULATORY ASSET - RECOVERABLE TAXES                     126,000       123,000

INVESTMENTS AND NONUTILITY PROPERTY                      231,874       166,751

CURRENT ASSETS
 Cash and cash equivalents                                23,571        28,390
 Customer accounts receivable, net of allowance
  for doubtful accounts of $1,644 and $1,574              27,093        32,830
 Other receivables                                        36,113        31,838
 Fuel inventories, at average cost                        19,077        22,103
 Materials and supplies, at average cost                  47,334        47,175
 Deferred income taxes                                     2,737         5,947
 Other                                                     5,055         5,179
    Total                                                160,980       173,462

DEFERRED CHARGES
 Regulatory assets
   Settlement of fuel contracts                            9,764        13,007
   KCC Wolf Creek carrying costs                           1,368         4,104
   Other                                                  26,615        21,231
 Other deferred charges                                   14,417        12,610
    Total                                                 52,164        50,952

    Total                                             $2,914,512    $2,882,506

CAPITALIZATION AND LIABILITIES

CAPITALIZATION (see statements)                       $1,943,647    $1,824,087
CURRENT LIABILITIES
 Commercial paper                                              0        19,000
 Current maturities of long-term debt                     26,591        73,803
 Accounts payable                                         55,618        52,506
 Accrued taxes                                            18,443        39,726
 Accrued interest                                         21,054        16,906
 Accrued payroll and vacations                            25,558        22,764
 Accrued refueling outage costs                            7,181        13,563
 Other                                                    11,980        11,787
     Total                                               166,425       250,055

DEFERRED CREDITS AND OTHER LIABILITIES
 Deferred income taxes                                   643,189       648,374
 Deferred investment tax credits                          67,107        71,270
 Other                                                    94,144        88,720
    Total                                                804,440       808,364

COMMITMENTS AND CONTINGENCIES  (note 4)

   Total                                              $2,914,512    $2,882,506

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.


KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   Year Ended December 31
                                               1996        1995        1994
                                                       (thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                   $108,171    $122,586    $104,775
 Adjustments to reconcile net income
  to net cash from operating activities:
 Depreciation                                  103,912      97,225      94,361
 Amortization of:
  Nuclear fuel                                  16,094      14,679      10,136
  Deferred Wolf Creek costs                     11,617      12,607      13,102
  Other                                          5,507       8,152       9,608
 Deferred income taxes (net)                    (8,662)     (3,268)     20,524
 Deferred investment tax credit
   amortization and reversals                   (4,163)    (11,570)     (4,345)
 Deferred storm costs                           (8,885)          0           0
 Allowance for equity funds used
   during construction                          (2,368)     (2,279)     (2,087)
 Cash flows affected by changes in:
  Receivables                                    1,462     (17,551)      1,543
  Fuel inventories                               3,026      (5,533)     (2,020)
  Materials and supplies                          (159)     (2,222)       (796)
  Accounts payable                               3,112     (20,980)     14,065
  Accrued taxes                                (21,283)     15,042      (3,116)
  Accrued interest                               4,148       4,697      (3,366)
  Wolf Creek refueling outage accrual           (6,382)     11,443      (5,142)
  Pension and postretirement benefit
   obligations                                     (84)     (4,176)     32,203
 Other operating activities                     11,846       4,325      (2,860)

  Net cash from operating activities           216,909     223,177     276,585

CASH FLOWS FROM INVESTING ACTIVITIES
 Utility capital expenditures                 (100,947)   (134,070)   (124,965)
 Allowance for borrowed funds used
   during construction                          (1,947)     (1,963)     (1,844)
 Purchases of investments                      (35,362)    (56,759)    (67,560)
 Purchases of nonutility property              (20,395)          0           0
 Other investing activities                       (931)      9,046       5,624
  Net cash used in investing
   activities                                 (159,582)   (183,746)   (188,745)

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of long-term debt                    135,441     111,055     133,793
 Repayment of long-term debt                   (74,230)    (33,428)   (170,170)
 Special deposits                                    0           0      60,118
 Net change in short-term borrowings           (19,000)    (13,000)      3,000
 Dividends paid                               (102,203)    (99,358)    (96,238)
 Other financing activities                     (2,154)      3,473         335
  Net cash used in financing
   activities                                  (62,146)    (31,258)    (69,162)

NET CHANGE IN CASH AND CASH
      EQUIVALENTS                               (4,819)      8,173      18,678
CASH AND CASH EQUIVALENTS
      AT BEGINNING OF YEAR                      28,390      20,217       1,539
CASH AND CASH EQUIVALENTS
     AT END OF YEAR                            $23,571     $28,390     $20,217

CASH PAID DURING THE YEAR FOR:
 Interest (net of amount capitalized)          $52,457     $48,200     $48,246
 Income taxes                                  $58,344     $67,053     $53,720

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.


KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
                                                     December 31   December 31
                                                        1996          1995
                                                           (thousands)
COMMON STOCK EQUITY
 Common stock-150,000,000 shares authorized
   without par value-61,908,726 shares issued,
   stated value                                      $   449,697   $   449,697
 Retained earnings (see statements)                      455,934       449,966
 Unrealized gain on securities available for sale          6,484             0
 Capital stock premium and expense                        (1,666)       (1,725)
          Total                                          910,449       897,938
CUMULATIVE PREFERRED STOCK
 $100 Par Value
   3.80% - 100,000 shares issued                          10,000        10,000
   4.50% - 100,000 shares issued                          10,000        10,000
   4.20% -  70,000 shares issued                           7,000         7,000
   4.35% - 120,000 shares issued                          12,000        12,000
 No Par Value
   4.38%* - 500,000 shares issued                         50,000        50,000
 $100 Par Value - Redeemable
   4.00% - (note 8)                                           62         1,436
          Total                                           89,062        90,436

LONG-TERM DEBT (excluding current maturities)
 General Mortgage Bonds
    Medium-term Notes due 1997-2008, 6.81% and
       6.72% weighted-average rate at December 31        468,500       387,000
    4.24%* Environmental Improvement Revenue
       Refunding Bonds due 2012-23                       158,768       158,768
 Guaranty of Pollution Control Bonds
    4.13%* due 2015-17                                   196,500       196,500
 Subsidiary Obligations
    Affordable Housing Notes due 2000-05, 8.51%
       and 8.54% weighted-average rate at
       December 31                                        65,368        69,945
    Bank Credit Agreement due 1999, 6.78% and 7.66%
       weighted-average rate at December 31               55,000        23,500
          Total                                          944,136       835,713
          Total                                       $1,943,647    $1,824,087

*  Variable rate securities, weighted-average rate as of December 31, 1996

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.


KANSAS CITY POWER & LIGHT COMPANY
Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

      Kansas  City  Power  & Light Company is a medium-sized  electric
utility  with  more  than 435,000 customers in  western  Missouri  and
eastern Kansas.  About 95% of our retail revenues are from the  Kansas
City  metropolitan  area, an agribusiness center  and  major  regional
center  for wholesale, retail and service companies.  About two-thirds
of our retail sales are to Missouri customers, the remainder to Kansas
customers.

      The  consolidated financial statements include the  accounts  of
Kansas  City  Power  &  Light Company and KLT  Inc.,  a  wholly-owned,
nonutility subsidiary. The consolidated entity is referred to as KCPL.
KLT  was  formed in 1992 as a holding company for various nonregulated
business ventures.  Currently, the electric utility accounts for about
92%   of   consolidated  assets  and  substantially  all  results   of
operations.    Intercompany  balances  and  transactions   have   been
eliminated. KLT's revenues and expenses have been classified as  Other
Income and Interest Charges in the income statement.

      The  accounting  records  conform to  the  accounting  standards
prescribed  by  the  Federal Energy Regulatory Commission  (FERC)  and
generally accepted accounting principles.  These standards require the
use  of estimates and assumptions that affect amounts reported in  the
financial   statements   and  the  disclosure   of   commitments   and
contingencies.

Cash and Cash Equivalents

      Cash  and cash equivalents consists of highly liquid investments
with original maturities of three months or less.

Derivative Financial Instruments

     We use interest rate swap and cap agreements to reduce the impact
of changes in interest rates on variable-rate debt.

      Interest rate swap agreements effectively fix the interest rates
on  a  portion of KCPL's variable-rate debt.  Interest rate caps limit
the interest rate on a portion of KCPL's variable-rate debt by setting
a maximum rate.  The costs of rate caps are paid annually and included
in  interest  expense.  Any difference paid or received due  to  these
agreements is recorded as an adjustment to interest expense.

      These agreements are not marked to market value as they are used
only  to manage interest expense and the intent is to hold them  until
their   termination   date.   We  do  not  use  derivative   financial
instruments for trading or other speculative purposes.

Fair Value of Financial Instruments

      The  stated  values of financial instruments as of December  31,
1996  and  1995,  approximated fair market values. KCPL's  incremental
borrowing  rate for similar debt was used to determine fair  value  if
quoted market prices were not available.

Securities Available for Sale

      Certain  investments in equity securities are accounted  for  as
securities  available for sale in accordance with Financial Accounting
Standards  Board  (FASB)  Statement No. 115 - Accounting  for  Certain
Investments  in  Debt and Equity Securities.  This requires  adjusting
the  securities to market value with unrealized gains (or losses), net
of  deferred  income  taxes,  reported  as  a  separate  component  of
shareholders' equity.

Investments in Affordable Housing Limited Partnerships

      Through December 31, 1996, a subsidiary of KLT had invested  $97
million in affordable housing limited partnerships.  About $80 million
of these investments were recorded at cost; the equity method was used
for  the remainder.  Tax credits are recognized in the year generated.
A  change  in accounting principle relating to investments made  after
May 19, 1995, requires limited partnership investments of more than 5%
to  use  the  equity  method.  Of the investments  recorded  at  cost,
$70 million exceed this 5% level but were made prior to May 19, 1995.

Utility Plant

      Utility  plant  is stated at historical costs  of  construction.
These  costs  include  taxes,  an  allowance  for  funds  used  during
construction  (AFDC) and payroll-related costs including pensions  and
other   fringe   benefits.   Additions  of,   and   replacements   and
improvements  to  units  of  property  are  capitalized.   Repairs  of
property  and  replacements of items not considered  to  be  units  of
property  are  expensed as incurred (except as  discussed  under  Wolf
Creek  Refueling Outage Costs).  When property units  are  retired  or
otherwise disposed, the original cost, net of salvage and removal,  is
charged to accumulated depreciation.

      AFDC  represents the cost of borrowed funds  and   a  return  on
equity  funds used to finance construction projects. It is capitalized
as  a  cost of construction work in progress.  AFDC on borrowed  funds
reduces  interest charges. AFDC on equity funds is shown as a  noncash
item  of  other  income.   When a construction project  is  placed  in
service,  the  related AFDC, as well as other construction  costs,  is
used  to  establish rates under regulatory rate practices.  The  rates
used  to  compute gross AFDC are compounded semi-annually and averaged
8.5% for 1996, 8.7% for 1995 and 7.8% for 1994.

      Depreciation is computed using the straight-line method over the
estimated  lives  of depreciable property based on rates  approved  by
state  regulatory  authorities.  Average annual composite  rates  were
about 3.1% in 1996 compared with 2.9% in 1995 and 1994.

Wolf Creek Refueling Outage Costs

     Forecasted incremental costs to be incurred during scheduled Wolf
Creek  Generating Station (Wolf Creek) refueling outages  are  accrued
monthly  over  the unit's operating cycle, normally about  18  months.
Estimated incremental costs, which include operating, maintenance  and
replacement power expenses, are based on budgeted outage costs and the
estimated  outage  duration.   Changes  to  or  variances  from  those
estimates are recorded when known or probable.

Nuclear Plant Decommissioning Costs

      The  Missouri  Public Service Commission (MPSC) and  the  Kansas
Corporation  Commission  (KCC) require the owners  of  Wolf  Creek  to
submit  an updated decommissioning cost study every three years.   The
most  recent study was filed during 1996 and is currently under review
by  the  MPSC and the KCC.  Based on this study, total decommissioning
costs  are  expected to increase to reflect 1996 dollars; however,  no
increase in the current level of funding and expenses is anticipated.

      The following table shows the decommissioning cost estimates and
the  escalation rate and earnings assumptions approved by the MPSC and
the  KCC  in  1994  with  regard  to the  study  filed  in  1993.  The
decommissioning   cost   estimates  are   based   on   the   immediate
dismantlement   method  and  include  the  costs  of  decontamination,
dismantlement  and  site  restoration.  Plant decommissioning  is  not
expected to start before 2025.

                                              KCC          MPSC
  Future cost of decommissioning:                            
    Total Station                        $1.3 billion  $1.8 billion
    47% share                            $595 million  $859 million
                                                             
  Current cost of decommissioning (in                        
1993 dollars):
    Total Station                        $370 million  $370 million
    47% share                            $174 million  $174 million
                                                             
  Annual escalation factor                   3.45%         4.50%
  Annual return on trust assets              6.48%         7.66%


     We contribute to a tax-qualified trust fund (about $3 million for
each  of the last three years) to be used to decommission Wolf  Creek.
These costs were charged to other operation expenses and recovered  in
rates.   Based  on  the  1993  study, contributions  are  expected  to
increase  slightly beginning in 1997.  These funding levels  assume  a
certain return on trust assets.  If the actual return on trust  assets
is  below  the anticipated level, we believe a rate increase  will  be
allowed  ensuring  full  recovery of decommissioning  costs  over  the
remaining life of the unit. This assumes we continue to be regulated.

      As  of  December  31,  1996 and 1995, the  trust  fund  balance,
including   reinvested   earnings,  was     $31   and   $26   million,
respectively.    These  amounts  are  reflected  in  Investments   and
Nonutility  Property. The related liabilities for decommissioning  are
included in Deferred Credits and Other Liabilities - Other.

      In 1996 FASB issued an Exposure Draft of a proposed Statement of
Financial  Accounting  Standards, Accounting for  Certain  Liabilities
Related to Closure or Removal of Long-Lived Assets, that addressed the
accounting  for obligations arising from dismantlement, removal,  site
reclamation,  and decontamination of certain long-lived assets.   FASB
hopes  to finalize a statement or revised exposure draft in 1997.   If
current  electric  utility  industry  accounting  practices  for  such
decommissioning costs are changed:  1) annual decommissioning expenses
could   increase,  and  2)  trust  fund  income  from   the   external
decommissioning trusts could be reported as investment income.  We are
not able to predict what affect those changes would have on results of
operations, financial position, or related regulatory practices  until
the  final issuance of a revised accounting guidance.  However, we  do
not  anticipate results of operations to be significantly affected  as
long as we are regulated.

Nuclear Fuel

      Nuclear  fuel is amortized to fuel expense based on the quantity
of heat produced for the generation of electricity.  Under the Nuclear
Waste  Policy  Act  of  1982,  the  Department  of  Energy  (DOE)   is
responsible for the permanent disposal of spent nuclear fuel.   We pay
the  DOE a quarterly fee of one-tenth of a cent for each kilowatt-hour
of  net  nuclear generation delivered and sold for future disposal  of
spent  nuclear fuel.  These disposal costs are charged to fuel expense
and recovered through rates.

      A  permanent disposal site may not be available for the industry
until  2010  or later, although an interim facility may  be  available
earlier.   Under  current  DOE  policy,  once  a  permanent  site   is
available, the DOE will accept spent nuclear fuel on a priority basis;
the  owners  of  the  oldest  spent fuel will  be  given  the  highest
priority.   As a result, disposal services for Wolf Creek may  not  be
available prior to 2016.  Wolf Creek has an on-site, temporary storage
facility  for spent nuclear fuel. Under current regulatory guidelines,
this  facility can provide storage space until about 2005.  Management
believes  additional temporary storage space can be built or  obtained
as necessary.

Regulatory Assets

      FASB  Statement  No.  71  -  Accounting  for  Certain  Types  of
Regulation, applies to regulated entities whose rates are designed  to
recover  the  costs  of  providing service.  In accordance  with  this
statement,  certain  items that would normally  be  reflected  in  the
income  statement are deferred on the balance sheet.  These items  are
then  amortized  as the related amounts are recovered  from  customers
through rates.

      We  recognize  regulatory assets when allowed by a  commission's
rate order or when it is probable, based on regulatory precedent, that
future rates will recover the amortization of the deferred costs.   We
continuously  monitor changes in market and regulatory conditions  and
consider  the  effects  of  any changes  in  assessing  the  continued
applicability  of FASB 71.  If we were unable to apply  FASB  71,  the
unamortized balance of $164 million of our regulatory assets,  net  of
the related tax benefit, would be written off.

     Deferred Wolf Creek Costs

           The  KCC and MPSC allowed continued construction accounting
     for  ratemaking  purposes  after  Wolf  Creek's  1985  commercial
     in-service date. Certain other carrying costs were also deferred.
     The  deferrals  were amortized and recovered in rates  from  1987
     through 1996.

     Recoverable Taxes

          See the following Income Taxes section.

     Settlement of Fuel Contracts

           We  deferred the cost of terminating certain coal  purchase
     contracts.  These costs are being amortized over various  periods
     ending in 2002.

     KCC Wolf Creek Carrying Costs

           The  KCC  ordered certain Wolf Creek carrying costs  to  be
     deferred. These costs are being recovered and amortized over  six
     years ending in June 1997.

     Other

           Other  regulatory assets include premium on redeemed  debt,
     deferred costs to decommission and decontaminate federal  uranium
     enrichment  facilities  and  other costs.   These  deferrals  are
     amortized over various periods extending to 2023.  Also  included
     in  other regulatory assets are incremental costs of $8.9 million
     related  to  an  October  1996  snow  storm.   We  have  received
     accounting  authority orders from the KCC and MPSC approving  the
     deferral  of these costs.  The costs will be amortized over  five
     years beginning in January 1997.

Revenue Recognition

     We use cycle billing and accrue estimated unbilled revenue at the
end of each reporting period.

Income Taxes

      The  balance  sheet  includes  deferred  income  taxes  for  all
temporary  differences between the tax basis of an asset or  liability
and  that  reported  in the financial statements. These  deferred  tax
assets and liabilities are determined using the tax rates scheduled by
the tax law to be in effect when the differences reverse.

      Regulatory Asset - Recoverable Taxes mainly reflects the  future
revenue requirements necessary to recover the tax benefits of existing
temporary   differences  previously  passed  through   to   customers.
Operating   income  tax  expense  is  recorded  based  on   ratemaking
principles.   However, if the method used for the balance  sheet  were
reflected in the income statement, net income would remain the same.

      Investment tax credits are deferred when utilized and  amortized
to income over the remaining service lives of the related properties.

Environmental Matters

      Environmental costs are accrued when it is probable a  liability
has  been  incurred and the amount of the liability can be  reasonably
estimated.  We  believe all appropriate costs related to environmental
matters have been recorded.

2. PENSION PLANS AND OTHER EMPLOYEE BENEFITS

Early Retirement Program

     In 1994, 332 employees retired under a voluntary early retirement
plan.   We expensed estimated pension and postretirement program costs
of $16.5 and $6.0 million, respectively ($0.22 per share).

      In  1995,  56  employees retired under the Wolf Creek  voluntary
early  retirement  plan.  We expensed our share of  estimated  program
costs  of $2.1 million ($0.02 per share) during the second quarter  of
1995.

Pension Plans

      KCPL  has  defined  benefit pension  plans  for  its  employees,
including officers.  Benefits under these plans reflect the employees'
compensation, years of service and age at retirement.  KCPL  satisfies
at   least   the  minimum  funding  requirements  under  the  Employee
Retirement Income Security Act of 1974.

Funded status of the plans:
December 31                                        1996        1995
                                                     (thousands)
Accumulated benefit obligation:
  Vested                                         $247,264    $251,042
  Nonvested                                         6,526       6,474
     Total                                       $253,790    $257,516

Determination of plan assets less obligations:
  Fair value of plan assets (a)                  $363,285    $339,236
  Projected benefit obligation (b)                307,050     315,395
     Difference                                  $ 56,235    $ 23,841

Reconciliation of difference:
  Accrued trust liability                        $(13,645)   $(13,890)
  Unrecognized transition obligation               10,541      12,612
  Unrecognized net gain                            63,022      29,293
  Unrecognized prior service cost                  (3,683)     (4,174)
     Difference                                  $ 56,235    $ 23,841

(a)  Plan assets are invested in insurance contracts, corporate bonds,
     equity  securities, U.S. Government  securities, notes, mortgages
     and short-term investments.
(b)  Based on weighted-average discount rates of 8.0% in 1996 and 7.5%
     in  1995;  and increases in future salary levels of 4% to  5%  in
     1996 and 1995.


Components  of provisions for pensions (excluding 1995 and 1994  early
retirement program costs):
                                          1996       1995      1994
                                                 (thousands)

Service cost                             $ 8,164    $  6,414  $ 8,193
Interest cost on projected benefit
  obligation                              23,379      22,593   20,759
Actual return on plan assets             (40,831)    (50,108)  (1,143)
Other                                     15,347      25,656  (22,297)
  Net periodic pension cost              $ 6,059    $  4,555  $ 5,512

Long-term rates of return on plan assets of 8.5% to 9.25% were used.

Postretirement Benefits Other Than Pensions

     In addition to providing pension benefits, certain postretirement
health care and life insurance benefits are provided for substantially
all retired employees.

      We  accrue  the  cost  of postretirement health  care  and  life
insurance benefits during an employee's years of service. These  costs
are  currently recovered through rates on an accrual basis in Missouri
and  a  pay-as-you-go basis in Kansas.  In 1995 we began  funding  the
year's  overall net periodic postretirement benefit cost,  subject  to
maximum deductible limits for income tax purposes.

Reconciliation of postretirement benefits to amounts recorded  in  the
balance sheets:

December 31                                           1996      1995
                                                       (thousands)
Accumulated postretirement benefit
 obligation (APBO) (a):
  Retirees                                         $  20,582  $22,515
  Fully eligible active plan participants              3,149    2,659
  Other active plan participants                       8,459    9,315
     Total APBO                                       32,190   34,489
Fair value of plan assets (b)                         (3,620)  (2,189)
Unrecognized transition obligation                   (18,791) (19,965)
Unrecognized net gain                                  3,255      892
Unrecognized prior service cost                         (709)    (786)
     Accrued postretirement benefit obligation
      (included in Deferred Credits
      and Other Liabilities - Other)               $  12,325  $12,441

(a) Based on weighted-average discount rates of 8.0% in 1996 and  7.5%
    in  1995; and increases in future salary  levels of 4% in 1996 and
    1995.
(b) Plan assets are invested in certificates of deposit.


Net  periodic  postretirement benefit cost (excluding  1995  and  1994
early retirement program costs):
                                              1996      1995    1994
                                                    (thousands)

Service cost                                  $  574   $  435  $  645
Interest cost on APBO                          2,520    2,423   2,305
Amortization of unrecognized
  transition obligation                        1,174    1,175   1,175
Other                                              6      (60)     75
  Net periodic postretirement benefit cost    $4,274   $3,973  $4,200

      Actuarial  assumptions include an increase in the annual  health
care cost trend rate for 1997 of 10%, decreasing gradually over a four-
year  period  to  its  ultimate level of 6%.   The  health  care  plan
requires retirees to share in the cost when premiums exceed a  certain
amount.  Because of this provision, an increase in the assumed  health
care cost trend rate by 1% per year would only increase the APBO as of
December  31,  1996,  by about $704,000 and the combined  service  and
interest  costs  of the net periodic postretirement benefit  cost  for
1996 by about $80,000.

Long-term Incentive Plan

     We have granted stock options where the exercise price equals the
market  price of KCPL's common stock on the grant date.   One-half  of
all options granted vest one year after the grant date, the other half
vest  two  years  after  the grant date.  When  exercised,  recipients
receive shares of stock and accumulated dividends (as though they  had
been  reinvested). Unexercised options expire 10 years after the grant
date.

      KCPL  follows  APB Opinion 25 - Accounting for Stock  Issued  to
Employees  and  related Interpretations in accounting for  this  plan.
Because  of  the dividend provision, we expensed $1.4, $1.0  and  $0.4
million  for 1996, 1995 and 1994, respectively.  The expense  includes
accumulated  and reinvested dividends plus the appreciation  in  stock
price  since  the  grant  date.  If the stock  price  fell  below  the
exercise  price,  the cumulative expense related to those  options  is
reversed.

      If  KCPL  accounted for this plan using the optional, fair-value
method  of  FASB  Statement  No.  123  -  Accounting  for  Stock-Based
Compensation,  the fair value of options granted and  related  expense
recorded for these plans would not be material.

      For  options  outstanding at December 31, 1996, exercise  prices
range  from  $20.625  to  $26.188 and the  weighted-average  remaining
contractual life is 7 years.

Stock option activity over the last three years is summarized below:
                                    1996             1995             1994
                               shares  price*   shares  price*   shares  price*
Outstanding at January 1       266,125 $22.14   197,375 $21.87   145,125 $22.60
  Granted                       59,000  26.19    68,750  23.06    69,125  20.63
  Exercised                    (26,250) 22.27         -      -    (6,000) 21.63
  Canceled                           -      -         -      -   (10,875) 23.88
Outstanding at December 31     298,875 $22.96   266,125 $22.18   197,375 $21.87
Exercisable as of December 31  206,500 $22.02   162,813 $22.14   102,125 $22.20
*weighted-average exercise price

3. INCOME TAXES

Income tax expense consisted of the following:
                                          1996        1995      1994
                                                  (thousands)
Current income taxes:
  Federal                                 $35,816    $69,697   $42,736
  State                                     8,762     11,944     7,462
     Total                                 44,578     81,641    50,198

Deferred income taxes, net:
  Federal                                  (7,441)    (3,152)   17,005
  State                                    (1,221)      (116)    3,519
     Total                                 (8,662)    (3,268)   20,524

Investment tax credit amortization
  and reversals                            (4,163)   (11,570)   (4,345)
     Total income tax expense             $31,753    $66,803   $66,377


KCPL's  effective income tax rates differed from the statutory federal
rates mainly due to the following:
                                            1996      1995      1994

Federal statutory income tax rate           35.0%     35.0%     35.0%
Differences between book and tax
  depreciation not normalized               (0.4)      1.2       1.2
Amortization of investment tax credits      (3.0)     (2.5)     (2.5)
Income    tax    credits                    (9.1)     (2.3)     (0.2)
State income taxes                           3.5       4.1       4.2
Other                                       (3.3)     (0.2)      1.1
     Effective income tax rate              22.7%     35.3%     38.8%

The  tax  effects of major temporary differences resulting in deferred
tax assets and liabilities in the balance sheets are as follows:
December 31                                        1996        1995
                                                     (thousands)

Plant related                                   $562,287     $572,792
Recoverable taxes                                 49,000       48,000
Other                                             29,165       21,635
     Net deferred income tax liability          $640,452     $642,427

The net deferred income tax liability consisted of the following:
December 31                                        1996        1995
                                                       (thousands)

Gross deferred income tax assets                $(60,979)    $(61,181)
Gross deferred income tax liabilities            701,431      703,608
     Net deferred income tax liability          $640,452     $642,427

4. COMMITMENTS AND CONTINGENCIES

Nuclear Liability and Insurance

     Liability Insurance

    The  Price-Anderson  Act  currently  limits  the  combined  public
    liability  of  nuclear reactor owners to $8.9 billion  for  claims
    that  could arise from a single nuclear incident.  The  owners  of
    Wolf  Creek  (the  Owners) carry the maximum available  commercial
    insurance of $0.2 billion.  The remaining $8.7 billion balance  is
    provided  by  Secondary Financial Protection (SFP), an  assessment
    plan mandated by the Nuclear Regulatory Commission.

    Under   SFP,  if  there  were  a  catastrophic  nuclear   incident
    involving any of the nation's licensed reactors, the Owners  would
    be  subject to a maximum retrospective assessment per incident  of
    up  to  $79  million ($37 million, KCPL's share).  The Owners  are
    jointly and severally liable for these charges, payable at a  rate
    not  to exceed $10 million ($5 million, KCPL's share) per incident
    per  year,  excluding applicable premium taxes.   The  assessment,
    most  recently  revised  in  1993,  is  subject  to  an  inflation
    adjustment every five years based on the Consumer Price Index.

     Property, Decontamination and Premature Decommissioning Insurance

    The  Owners  also carry $2.8 billion ($1.3 billion, KCPL's  share)
    of  property damage, decontamination and premature decommissioning
    insurance  for  loss  resulting from  damage  to  the  Wolf  Creek
    facilities.   Nuclear  insurance pools  provide  $0.5  billion  of
    coverage,   while  Nuclear  Electric  Insurance   Limited   (NEIL)
    provides $2.3 billion.

    In  the  event  of an accident, insurance proceeds must  first  be
    used  for reactor stabilization and site decontamination.   KCPL's
    share  of  any remaining proceeds can be used for property  damage
    and  premature  decommissioning costs.  Premature  decommissioning
    coverage  applies  only  if  an accident  at  Wolf  Creek  exceeds
    $500 million in property damage and decontamination expenses,  and
    only  after trust funds have been exhausted (see Note 1 -  Nuclear
    Plant Decommissioning Costs).

     Extra Expense Insurance - Including Replacement Power

    The  Owners  also carry additional insurance from  NEIL  to  cover
    costs  of  replacement power and other extra expenses incurred  in
    the   event  of  a  prolonged  outage  resulting  from  accidental
    property damage at Wolf Creek.

     Retrospective Assessments
     
           Under  all  NEIL policies, KCPL is subject to retrospective
     assessments  if  NEIL losses, for each policy  year,  exceed  the
     accumulated  funds  available to the insurer under  that  policy.
     The estimated maximum amount of retrospective assessments to KCPL
     under the current policies could total about $8 million.
     
     Other
     
           In  the  event  of a catastrophic loss at Wolf  Creek,  the
     insurance  coverage may not be adequate to cover property  damage
     and extra expenses incurred.  Uninsured losses, to the extent not
     recovered through rates, would be assumed by KCPL and could  have
     a material, adverse effect on our financial condition and results
     of operations.

Nuclear Fuel Commitments

      As  of  December 31, 1996, KCPL's portion of Wolf Creek  nuclear
fuel  commitments included $130 million for enrichment and fabrication
through 2025 and $15 million for uranium and conversion through 2001.

Environmental Matters

      KCPL's  operations  must comply with federal,  state  and  local
environmental  laws and regulations.  The generation and  transmission
of  electricity  uses,  produces  and  requires  disposal  of  certain
products  and by-products, including polychlorinated biphenyl  (PCBs),
asbestos  and  other  potentially hazardous  materials.   The  Federal
Comprehensive  Environmental Response, Compensation and Liability  Act
(the  Superfund  law) imposes strict joint and several  liability  for
those  who  generate,  transport  or deposit  hazardous  waste.   This
liability  extends  to the current property owner  as  well  as  prior
owners  since  the  time  of  contamination.  We  continually  conduct
environmental  audits  designed  to detect  contamination  and  ensure
compliance   with   governmental  regulations.   However,   compliance
programs  needed  to  meet future environmental laws  and  regulations
governing  water and air quality, including carbon dioxide  emissions,
hazardous  waste  handling  and disposal,  toxic  substances  and  the
effects  of electromagnetic fields, could require substantial  changes
to operations or facilities.

Long-term Coal Contracts

     KCPL's share of coal purchased under long-term contracts was $36,
$42 and $21 million in 1996, 1995 and 1994, respectively.  Under these
coal  contracts, KCPL's remaining share of purchase commitments totals
$113  million. Obligations for the years 1997 through 2001 total  $34,
$20,  $20,  $10 and $10 million, respectively.  The remainder  of  our
coal requirements are fulfilled through spot market purchases.

Leases

      KCPL has a transmission line lease with another utility whereby,
with  FERC  approval,  the rental payments can  be  increased  by  the
lessor.   If  this occurs, we can cancel the lease if we are  able  to
secure an alternative transmission path.  Commitments under this lease
total  $2 million per year and $54 million over the remaining life  of
the lease if it is not canceled.

      Rental  expense  for other leases including  railcars,  computer
equipment,  buildings, transmission line and other items  was  $18  to
$20  million  per  year  during the last three years.   The  remaining
rental commitments under these leases total $174 million.  Obligations
for the years 1997 through 2001 average $14 million per year.  Capital
leases are not material and are included in these amounts.

      As the managing partner of three jointly-owned generating units,
we  have  entered into leases for railcars to serve those units.   The
entire  lease  commitment is reflected in the above  amounts  although
about  $2  million per year ($31 million total) will be reimbursed  by
the other owners.

Purchased Capacity Commitments

       We  purchase  capacity  from  other  utilities  and  nonutility
suppliers.  Purchased capacity gives us the option to purchase  energy
if  needed or when market prices are favorable. This provides a  cost-
effective alternative to new construction.   As of December 31,  1996,
contracts to purchase capacity total $267 million through 2016. During
1996, 1995 and 1994, capacity purchases were $26, $17 and $13 million,
respectively.   For  the  years 1997 through 2001,  these  commitments
average  $22 million per year.  For each of the next five  years,  net
capacity  purchases represent about 11% of KCPL's 1996 total available
capacity.

Legal Proceedings

     See Note 13.

5.  SECURITIES AVAILABLE FOR SALE

      KLT  Inc., a wholly-owned subsidiary of KCPL, held a $5  million
investment  in  convertible preferred stock.  In  September  1996  the
investee company completed a public offering triggering conversion  of
the preferred stock into common stock.  As a result of the conversion,
the  carrying  value  of  the investment at  December  31,  1996,  was
adjusted  to  its  market value of $15.2 million.  The  $10.2  million
increase  in market value over original cost resulted in an unrealized
gain  at December 31, 1996, of $6.5 million (net of deferred taxes  of
$3.7 million).

6. SALE OF ACCOUNTS RECEIVABLE

      As  of  December  31,  1996 and 1995, an undivided  interest  in
$60  million of designated customer accounts receivable was sold  with
limited  recourse.  Related costs of $3.5, $3.8 and $2.8  million  for
1996,  1995  and 1994, respectively, were included in Other  Income  -
Miscellaneous deductions.

7. SHORT-TERM BORROWINGS

      Short-term  borrowings consist of funds borrowed from  banks  or
through  the sale of commercial paper as needed.  The weighted-average
interest  rate on the short-term debt outstanding as of  December  31,
1995,  was  5.9%.   As  of  December  31,  1996,  under  minimal   fee
arrangements, unused bank lines of credit totaled $280 million.

8. COMMON STOCK EQUITY, PREFERRED STOCK AND REDEEMABLE PREFERRED STOCK

Common Stock Equity

      KCPL  has  shares of common stock registered with the Securities
and Exchange Commission for a Dividend Reinvestment and Stock Purchase
Plan  (the  Plan). The Plan allows common shareholders, directors  and
employees  to  purchase  shares of the  common  stock  by  reinvesting
dividends   or  making  optional  cash  payments.   We  are  currently
purchasing shares for the Plan on the open market.

      As  of   December 31, 1996 and 1995, KCPL held 12,907 and  6,643
shares  of  its  common  stock  to be used  for  future  distribution,
respectively.  The cost of these shares is included in Investments and
Nonutility Property.

      The  Restated  Articles of Consolidation contain  a  restriction
relating to the payment of dividends in the event common equity  falls
to 25% of total capitalization.

      If  preferred  stock dividends are not declared  and  paid  when
scheduled,  KCPL  could not declare or pay common stock  dividends  or
purchase  any common shares.  If the unpaid preferred stock  dividends
equal   four   or   more  full  quarterly  dividends,  the   preferred
shareholders,  voting as a single class, could elect  members  to  the
Board of Directors.

Preferred Stock and Redeemable Preferred Stock

      Scheduled mandatory sinking fund requirements for the redeemable
4%  Cumulative  Preferred  Stock are 1,600 shares  per  year.   Shares
issued  as of December 31 totaled 12,757 in 1996 and 14,357  in  1995.
Shares  held  by  KCPL  at  December 31 to meet  future  sinking  fund
requirements totaled 12,134 in 1996 and 3,192 in 1995.   The  cost  of
the  shares held at the end of 1996 is reflected as a reduction of the
capital  account while at the end of 1995 is included  in  Investments
and Nonutility Property.

      As  of  December  31,  1996,  0.4 million  shares  of  $100  par
Cumulative  Preferred Stock, 1.6 million shares of Cumulative  No  Par
Preferred Stock and 11 million shares of no par Preference Stock  were
authorized.   We have the option to redeem the $89 million  Cumulative
Preferred Stock at prices approximating par or stated value.

9. LONG-TERM DEBT

General Mortgage Bonds and Unsecured Notes

      KCPL  is  authorized to issue mortgage bonds under  the  General
Mortgage  Indenture  and  Deed of Trust dated  December  1,  1986,  as
supplemented.   The Indenture creates a mortgage lien on substantially
all utility plant.

     As of December 31, 1996, $644 million general mortgage bonds were
pledged  under  the  Indenture to secure the  outstanding  medium-term
notes and revenue refunding bonds.

      KCPL is also authorized to issue up to $300 million in unsecured
medium-term  notes under an indenture dated December  1,  1996.   This
indenture  prohibits  KCPL  from issuing additional  general  mortgage
bonds  while any unsecured notes are outstanding.  As of December  31,
1996, no unsecured notes had been issued.

Interest Rate Swap and Cap Agreements

      As  of December 31, 1996, we had entered into five interest rate
swap agreements and three cap agreements to limit the interest rate on
$120  million of long-term debt.  The swap agreements mature from 1997
to  1998  and  effectively fix the interest rates on  $60  million  of
variable-rate debt to a weighted-average rate of 3.84% as of  December
31,  1996.  The cap agreements limit the interest rate on $60  million
of variable-rate debt to 5.0% expiring through 1998.

      As of December 31, 1995, we had entered into eight interest rate
swap agreements and three cap agreements limiting the interest rate on
$150 million of long-term debt.  The swap agreements matured from 1996
to  1998  and effectively fixed the interest rates on $90  million  of
variable-rate debt to a weighted-average rate of 3.7% as  of  December
31, 1995.  The cap agreements limited the interest rate on $60 million
of variable-rate debt to 5.0% expiring through 1998.

      These  swap  and  cap agreements are with several  highly  rated
financial  institutions and simply limit our exposure to increases  in
interest  rates.  They do not subject KCPL to any material  credit  or
market risks.  The fair value of these agreements is immaterial and is
not  reflected in the financial statements.  Although derivatives  are
an  integral  part of our interest rate management, their  incremental
effect on interest expense for 1996 and 1995 was insignificant.

Subsidiary Obligations

     During 1995 KLT entered into a long-term revolving line of credit
agreement for $65 million collateralized by the capital stock of KLT's
direct   subsidiaries.   During  1996  KLT  amended  this   agreement,
extending  the  amount  of credit available to  $150  million.   Other
significant terms were not changed.  The affordable housing notes  are
collateralized by the affordable housing investments.

Scheduled Maturities

      Long-term  debt maturities for the years 1997 through  2001  are
$27, $73, $136, $66 and $91 million, respectively.

10. JOINTLY-OWNED ELECTRIC UTILITY PLANTS

     Joint ownership agreements with other utilities provide undivided
interests  in utility plants as of December 31, 1996, as  follows  (in
millions of dollars):

                                        Wolf Creek  LaCygne     Iatan
                                           Unit      Units       Unit
KCPL's share                              47%         50%        70%

Utility plant in service                $1,344      $  287      $  244
Estimated accumulated depreciation
  (production plant only)               $  357      $  171      $  129
Nuclear fuel, net                       $   39      $    -      $    -
KCPL's accredited capacity-megawatts       548         672         469

      Each  owner  must fund its own portion of the plant's  operating
expenses and capital expenditures. KCPL's share of direct expenses  is
included in the appropriate operating expense classifications  in  the
income  statement.  Western Resources, Inc. (Western  Resources)  also
owns a 47% share of the Wolf Creek unit and a 50% share of the LaCygne
units (see Note 11).

11. AGREEMENT AND PLAN OF MERGER WITH WESTERN RESOURCES

      On February 7, 1997, KCPL and Western Resources entered into  an
Agreement  and  Plan  of  Merger (the  Merger  Agreement)  to  form  a
strategic  business combination.  The effective time of the merger  is
dependent  upon all conditions of the Merger Agreement  being  met  or
waived.   At the effective time, KCPL will merge with and into Western
Resources, with Western Resources being the surviving corporation.

      Western Resources first delivered an unsolicited exchange  offer
to  KCPL's Board of Directors during the second quarter of 1996.  This
initial  offer, subject to numerous conditions, proposed the  exchange
of  $28 (later increased to $31) worth of Western Resources stock  for
each  share  of KCPL stock.  After careful consideration, both  offers
were  rejected  by  KCPL's Board of Directors.  In July  1996  Western
Resources commenced an exchange offer for KCPL common stock.  In  late
1996  KCPL  began discussing a possible merger with Western  Resources
leading to the Merger Agreement.

      Under the terms of the Merger Agreement, KCPL common stock  will
be  exchanged  for  Western Resources common stock valued  at  $32.00,
subject to a conversion ratio limiting the amount of Western Resources
common stock that holders of KCPL common stock would receive per share
of KCPL common stock to no more than 1.1 shares (if Western Resources'
stock  is priced at or below $29.09 per share), and no less than 0.917
shares  (if Western Resources' stock is priced at or above $34.90  per
share).   However, there is a provision in the Merger  Agreement  that
allows KCPL to terminate the merger if Western Resources' stock  price
drops  below  $27.64  and  either the  Standard  and  Poor's  Electric
Companies  Index  increases or the decline in Western Resources  stock
exceeds  by  approximately  5% any decline  in  this  index.   Western
Resources  could  avoid this termination by improving  the  conversion
ratio.

       The  transaction  is  subject  to  several  closing  conditions
including  approval  by  each company's shareholders,  approval  by  a
number  of regulatory authorities (statutory approvals) and dissenting
shares  equaling less than 5.5% of KCPL's outstanding shares.  If  the
effective  time  has  not occurred by June 30, 1998  (the  termination
date),  either party may terminate the agreement as long as  they  did
not   contribute  to  the  delay.   This  termination  date  will   be
automatically  extended  to  June 30,  1999,  if  all  of  the  Merger
Agreement  closing  conditions  have  been  met  except  for   certain
conditions relating to statutory approvals.

      The  Merger Agreement does not allow KCPL to increase its common
stock  dividend prior to the effective time or termination.   It  also
requires  KCPL  to  redeem all outstanding shares of  preferred  stock
prior to completion of the merger.

       If   the   Merger   Agreement  is  terminated   under   certain
circumstances, a payment of $50 million will be due Western  Resources
if,  within two and one-half years following termination, KCPL  agrees
to  consummate a business combination with a third party that  made  a
proposal to combine prior to termination.  Western Resources will  pay
KCPL  $5 to $35 million if the Merger Agreement is terminated and  all
closing  conditions  are satisfied other than conditions  relating  to
Western  Resources  receiving a favorable  tax  opinion,  a  favorable
letter  from  its accountants regarding pooling accounting,  favorable
statutory  approvals, or an exemption from the Public Utility  Holding
Company Act of 1935.

      In February 1997 KCPL paid UtiliCorp United Inc. (UtiliCorp) $53
million for agreeing to combine with Western Resources within two  and
one-half years from the termination of KCPL's agreement to merge  with
UtiliCorp.   This  agreement was terminated due  to  failure  of  KCPL
shareholders to approve the transaction with UtiliCorp.

12. QUARTERLY OPERATING RESULTS (UNAUDITED)

                                               Quarter
                                 1st       2nd        3rd       4th
                                              (millions)
1996
Operating revenues              $  207    $  226    $  270     $ 201
Operating income                    35        42        68        33
Net income                          25        27        36        20
Earnings  per  common share     $ 0.38    $ 0.43    $ 0.57     $0.31



                                               Quarter
                                 1st       2nd        3rd       4th
                                              (millions)
1995
Operating revenues              $  199    $  205    $  278     $  204
Operating income                    29        31        72         35
Net income                          23        19        58         23
Earnings per common share       $ 0.35    $ 0.29    $ 0.91     $ 0.37

      The quarterly data is subject to seasonal fluctuations with peak
periods   occurring  during  the   summer  months.  As  a  result   of
terminating  the  merger  agreement with  UtiliCorp,  $13  million  in
previously deferred merger costs and a $5 million termination fee were
expensed lowering 1996 third quarter earnings.  During 1996 about  $13
million  in  costs  to defend against Western Resources'   unsolicited
exchange offer were expensed ($5 million during the second quarter and
$8 million during the third quarter).

13. LEGAL PROCEEDINGS

       Jack   R.  Manson  (Manson),  as  a  representative  of  KCPL's
shareholders,  alleged in a District Court proceeding, that  KCPL  and
its  directors breached their fiduciary duties in adopting the Amended
Merger  Agreement  with UtiliCorp (Agreement).   Manson  also  alleged
their   actions   1)   were  illegal,   2)  illegally  deprived   KCPL
shareholders of voting and appraisal rights under Missouri law, and 3)
were  a  disproportionate response to Western  Resources'  acquisition
offer.   Also, on June 7, 1996, Western Resources and Robert L.  Rives
each  alleged  against  KCPL in the same court  proceeding,  that  the
Agreement  was  illegal  under Missouri  law  and  the  directors  had
breached their fiduciary duties by adopting the Agreement.

      By  order  dated November 25, 1996, the District  Court  allowed
Manson  to amend his allegation to allege that the directors  breached
their  fiduciary duties by refusing to negotiate a merger with Western
Resources  and  committed  reckless, grossly negligent,  or  negligent
waste  of  corporate  assets by pursuing the  merger  with  UtiliCorp.
Manson  seeks monetary damages in an unspecified amount for the  waste
of  corporate  assets.  KCPL filed a motion on December  9,  1996,  to
dismiss  Manson's  amendment;  it  is  currently  pending  before  the
District  Court.  The  Company cannot predict  the  outcome  of  these
proceedings at this time.

14. SUBSEQUENT EVENTS

      In  1997  KLT  closed  investments totaling  nearly $60  million
financed through additional borrowings.




                  REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and Board of Directors
Kansas City Power & Light Company:

      We  have audited the consolidated financial statements of Kansas
City  Power & Light Company and Subsidiary listed in the index on page
43   of   this  Form  10-K.   These  financial  statements   are   the
responsibility of the Company's management.  Our responsibility is  to
express an opinion on these financial statements based on our audits.

      We  conducted  our audits in accordance with generally  accepted
auditing standards.  Those standards require that we plan and  perform
the  audit  to obtain reasonable assurance about whether the financial
statements  are  free  of material misstatement.   An  audit  includes
examining,  on  a  test  basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements.  An  audit  also  includes
assessing  the  accounting principles used and  significant  estimates
made  by  management,  as  well as evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audits  provide   a
reasonable basis for our opinion.

      In  our  opinion,  the financial statements  referred  to  above
present  fairly, in all material respects, the consolidated  financial
position  of  Kansas City Power & Light Company and Subsidiary  as  of
December  31,  1996 and 1995, and the consolidated  results  of  their
operations  and their cash flows for each of the three  years  in  the
period  ended December 31, 1996, in conformity with generally accepted
accounting principles.



                                        /s/Coopers & Lybrand L.L.P.
                                          COOPERS & LYBRAND L.L.P.


Kansas City, Missouri
February 14, 1997

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

        None.



                          PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Directors

    See General Note to Part III.

    Executive Officers

        See  Part  I,  page  7, entitled  "Officers  of  the
Registrant."

ITEM 11.  EXECUTIVE COMPENSATION

    See General Note to Part III.

ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS
AND MANAGEMENT

    See General Note to Part III.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.

GENERAL NOTE TO PART III

     Pursuant  to  General Instruction G to Form  10-K,  the
other  information required by Part III (Items 10,  11,  and
12)  of  Form  10-K not disclosed above will be  either  (i)
incorporated by reference to the Definitive Proxy  Statement
for  KCPL's 1997 Annual Meeting of Shareholders, filed  with
the  Securities and Exchange Commission not later than April
30,  1997,  or (ii) included in an amendment to this  report
filed with the Commission on Form 10-K/A.


                                   PART IV


ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,   AND
REPORTS ON FORM 8-K
                              
                                                              Page
                                                               No.
Financial Statements

a.  Consolidated Statements of Income and Consolidated          21
    Statements of Retailed Earnings for the years ended
    December 31, 1996, 1995, and 1994

b.  Consolidated Balance Sheets - December 31, 1996, and        22

c.  Consolidated Statements of Cash Flows for the years ended   23
    December 31, 1996, 1995, and 1994

d.  Consolidated Statements of Capitalization - December 31,
    1996 and 1995                                               24

e.  Notes to Consolidated Financial Statements                  25

f.  Report of Independent Accountants                           41

Exhibits

Exhibit
Number                   Description of Document

2      *Amendment  and Plan of Merger (Exhibit  (2)-1
        to Form 8-K dated February 11,  1997).
3-a    *Restated  Articles of Consolidation  of  KCPL
        dated  as  of May 5, 1992 (Exhibit 4 to Registration
        Statement, Registration No. 33-54196).
3-b    *By-laws of KCPL, as amended and in effect  on
        August  6,  1996 (Exhibit 3(ii) to  Form 10-Q  dated
        September 30, 1996).
4-a    *General Mortgage and Deed of Trust  dated  as
        of  December  1, 1986, between KCPL  and  UMB  Bank,
        n.a.  (formerly  United  Missouri  Bank)  of  Kansas
        City,  N.A., Trustee (Exhibit 4-bb to Form 10-K  for
        the year ended December 31, 1986).
4-b    *Third  Supplemental  Indenture  dated  as  of
        April 1, 1991, to Indenture dated as of December  1,
        1986   (Exhibit  4-aq  to  Registration   Statement,
        Registration No. 33-42187).
4-c    *Fourth  Supplemental Indenture  dated  as  of
        February  15,  1992,  to  Indenture  dated   as   of
        December 1, 1986 (Exhibit 4-y to Form 10-K for  year
        ended December 31, 1991).
4-d    *Fifth  Supplemental  Indenture  dated  as  of
        September  15,  1992,  to  Indenture  dated  as   of
        December  1,  1986 (Exhibit 4-a to Form  10-Q  dated
        September 30, 1992).
4-e    *Sixth  Supplemental  Indenture  dated  as  of
        November   1,  1992,  to  Indenture  dated   as   of
        December   1,  1986  (Exhibit  4-z  to  Registration
        Statement, Registration No. 33-54196).
4-f    *Seventh  Supplemental Indenture dated  as  of
        October  1, 1993, to Indenture dated as of  December
        1,   1986   (Exhibit   4-a  to   Form   10-Q   dated
        September 30, 1993).
4-g    *Eighth  Supplemental Indenture  dated  as  of
        December  1, 1993, to Indenture dated as of December
        1,   1986  (Exhibit  4  to  Registration  Statement,
        Registration No. 33-51799).
4-h    *Ninth  Supplemental  Indenture  dated  as  of
        February  1, 1994, to Indenture dated as of December
        1,  1986  (Exhibit 4-h to Form 10-K for  year  ended
        December 31, 1993).
4-i    *Tenth  Supplemental  Indenture  dated  as  of
        November  1, 1994, to Indenture dated as of December
        1,  1986  (Exhibit 4I to Form 10-K  for  year  ended
        December 31, 1994).
4-j    *Resolution of Board of Directors Establishing
        3.80%  Cumulative Preferred Stock  (Exhibit  2-R  to
        Registration Statement, Registration No. 2-40239).
4-k    *Resolution of Board of Directors Establishing
        4%   Cumulative  Preferred  Stock  (Exhibit  2-S  to
        Registration Statement, Registration No. 2-40239).
4-l    *Resolution of Board of Directors Establishing
        4.50%  Cumulative Preferred Stock  (Exhibit  2-T  to
        Registration Statement, Registration No. 2-40239).
4-m    *Resolution   of  Board  of  Directors  Establishing
        4.20%  Cumulative Preferred Stock  (Exhibit  2-U  to
        Registration Statement, Registration No. 2-40239).
4-n    *Resolution of Board of Directors Establishing
        4.35%  Cumulative Preferred Stock  (Exhibit  2-V  to
        Registration Statement, Registration No. 2-40239).
4-o    *Certificate  of  Designation  of  Board   of
        Directors  Establishing  the $50,000,000  Cumulative
        No Par Preferred Stock, Auction Series A (Exhibit 4-
        a to Form 10-Q dated March 31, 1992).
4-p    *Indenture for Medium-Term Note Program  dated
        as  of  April 1, 1991, between KCPL and The Bank  of
        New  York  (Exhibit 4-bb to Registration  Statement,
        Registration No. 33-42187).
4-q    *Indenture for Medium-Term Note Program  dated
        as  of February 15, 1992, between KCPL and The  Bank
        of   New   York   (Exhibit  4-bb   to   Registration
        Statement, Registration No. 33-45736).
4-r    *Indenture for Medium-Term Note Program  dated
        as  of November 15, 1992, between KCPL and The  Bank
        of   New   York   (Exhibit  4-aa   to   Registration
        Statement, Registration No. 33-54196).
4-s    *Indenture for Medium-Term Note Program  dated
        as  of  November 17, 1994, between KCPL and  Merrill
        Lynch  & Co., Merrill Lynch, Pierce, Fenner &  Smith
        Incorporated and Smith Barney Inc.  (Exhibit 4-s  to
        Form 10-K for year ended December 31, 1994).
4-t     Indenture  for Medium-Term  Note  Program
        dated  as of December 1, 1996, between KCPL and  The
        Bank  of  New  York.   (Exhibit  4  to  Registration
        Statement, Registration No. 333-17285).
10-a   *Copy  of  Wolf  Creek Generating Station  Ownership
        Agreement   between  Kansas  City  Power   &   Light
        Company, Kansas Gas and Electric Company and  Kansas
        Electric  Power Cooperative, Inc. (Exhibit  10-d  to
        Form 10-K for the year ended December 31, 1981).
10-b   *Copy of Receivables Purchase Agreement dated as  of
        September   27,   1989,  between  KCPL,   Commercial
        Industrial Trade-Receivables Investment Company  and
        Citicorp North America, Inc., (Exhibit 10-p to  Form
        10-K for year ended December 31, 1989).
10-c   *Copy   of   Amendment   to   Receivables   Purchase
        Agreement dated as of August 8, 1991, between  KCPL,
        Commercial  Industrial Trade-Receivables  Investment
        Company  and  Citicorp North America, Inc.  (Exhibit
        10-m  to  Form  10-K  for year  ended  December  31,
        1991).
10-d   *Long-Term   Incentive   Plan   (Exhibit    28    to
        Registration Statement, Registration 33-42187).
10-e    Long-and  Short-Term Incentive Compensation  Plan,
        January 1, 1997.
10-f   *Copy  of Indemnification Agreement entered into  by
        KCPL  with  each  of  its  officers  and  directors.
        (Exhibit   10-f   to  Form  10-K  for   year   ended
        December 31, 1995).
10-g   *Copy  of Severance Agreement entered into  by  KCPL
        with  certain  of its executive officers.   (Exhibit
        10 to Form 10-Q dated June 30, 1993).
10-h   *Copy  of  Amendment  to Severance  Agreement  dated
        January  15, 1996, entered into by KCPL with certain
        of  its  executive officers. (Exhibit  10-h to  Form
        10-K dated December 31, 1995).
10-i    Copy  of  Amendment to Severance  Agreement  dated
        January,  1997 entered into by KCPL with certain  of
        its executive officers.
10-j   *Copy  of  Supplemental  Executive  Retirement   and
        Deferred  Compensation Plan (Exhibit  10-h  to  Form
        10-K for year ended December 31, 1993).
10-k   *Copy   of   $50  million  Letter  of   Credit   and
        reimbursement  agreement  dated  as  of  August  19,
        1993,  with The Toronto-Dominion Bank (Exhibit  10-i
        to Form 10-K for year ended December 31, 1993).
10-l   *Copy   of   $56  million  Letter  of   Credit   and
        Reimbursement  Agreement  dated  as  of  August  19,
        1993,   with   Societe  Generale,   Chicago   Branch
        (Exhibit   10-j   to  Form  10-K  for   year   ended
        December 31, 1993).
10-m   *Copy   of   $50  million  Letter  of   Credit   and
        Reimbursement  Agreement  dated  as  of  August  19,
        1993,  with The Toronto-Dominion Bank (Exhibit  10-k
        to Form 10-K for year ended December 31, 1993).
10-n   *Copy   of   $40  million  Letter  of   Credit   and
        Reimbursement  Agreement  dated  as  of  August  19,
        1993, with Deutsche Bank AG, acting through its  New
        York  and Cayman Islands Branches (Exhibit  10-l  to
        Form 10-K for year ended December 31, 1993).
10-o   *Copy  of Railcar Lease dated as of April 15,  1994,
        between    Shawmut   Bank   Connecticut,    National
        Association, and KCPL (Exhibit 10 to Form  10-Q  for
        period ended June 30, 1994).
10-p   *Copy  of  Amendment  No. 2 to Receivables  Purchase
        Agreement between KCPL and Ciesco L.P. and  Citicorp
        North  America, Inc. (Exhibit 10 to  Form  10-Q  for
        period ended September 30, 1994).
10-q   *Copy  of  Railcar  Lease dated as  of  January  31,
        1995,  between First Security Bank of Utah, National
        Association,  and KCPL  (Exhibit 10-o to  Form  10-K
        for year ended December 31, 1994).
10-r   *Copy  of  Lease Agreement dated as of  October  18,
        1995,  between  First Security Bank of  Utah,  N.A.,
        and  KCPL (Exhibit 10 to Form 10-Q for period  ended
        September 30, 1995).
12      Computation  of  Ratios  of  Earnings  to  Fixed
        Charges.
23-a    Consent of Counsel.
23-b    Consent of Independent Accountants--Coopers  &
        Lybrand L.L.P.
24      Powers of Attorney.
27      Financial Data Schedules (filed electronically).

  *  Filed  with  the Securities and Exchange Commission  as
exhibits   to  prior  registration  statements  (except   as
otherwise  noted) and are incorporated herein  by  reference
and  made a part hereof.  The exhibit number and file number
of  the  documents  so  filed, and  incorporated  herein  by
reference,  are stated in parenthesis in the description  of
such exhibit.

   Copies  of  any of the exhibits filed with the Securities
and Exchange Commission in connection with this document may
be obtained from KCPL upon written request.

Reports on Form 8-K

   No  report  on Form 8-K was filed in the last quarter  of
1996;  however,  a  report on Form 8-K was  filed  with  the
Securities  and  Exchange Commission on February  11,  1997,
with attached copy of the Agreement and Plan of Merger dated
as  of  February  7,  1997, by and among  KCPL  and  Western
Resources, Inc.

                                SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized, in the City of Kansas City, and  State
of Missouri on the 17th  day of March, 1997.

                           KANSAS CITY POWER & LIGHT COMPANY

                           By  /s/Drue Jennings
                               Chairman of the Board,  President and
                               Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1934,
this  report  has been signed below by the following  persons  on
behalf  of the registrant and in the capacities and on the  dates
indicated.

       Signature                        Title                       Date

                                Chairman of the Board and      )
/s/ Drue Jennings               President (Principal           )
   (Drue Jennings)              Executive Officer)             )
                                                               )
                                Executive Vice President-Chief )
/s/ Bernard J. Beaudoin         Financial Officer (Principal   )
   (Bernard J. Beaudoin)        Financial Officer)             )
                                                               )
/s/ Neil A. Roadman             Controller (Principal          )
   (Neil A. Roadman)            Accounting Officer)            )
                                                               )
    David L. Bodde*             Director                       )
                                                               )
    William H. Clark*           Director                       ) March 17, 1997
                                                               )
    Robert J. Dineen*           Director                       )
                                                               )
    Arthur J. Doyle*            Director                       )
                                                               )
    W. Thomas Grant II*         Director                       )
                                                               )
    George E. Nettels, Jr.*     Director                       )
                                                               )
    Linda Hood Talbott*         Director                       )
                                                               )
    Robert H. West*             Director                       )
                                                               )

*By  /s/ Drue Jennings
       (Drue Jennings)
       Attorney-in-Fact


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