<PAGE>


                                      FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 1997

                                          OR
                                           
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 1-3562


                                UTILICORP UNITED INC.
                (Exact name of registrant as specified in its charter)
                                           
              Delaware                               44-0541877
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)


  20 West Ninth, Kansas City, Missouri                  64105 
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code     816-421-6600


     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 the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.


CLASS                                  OUTSTANDING AT MAY 1, 1997
-----                                  --------------------------
Common Stock, $1 par value                     53,929,936


<PAGE>



                            PART I - FINANCIAL INFORMATION
                                           


ITEM 1.  FINANCIAL STATEMENTS

    Information regarding the consolidated condensed financial statements is 
set forth on pages 3 through 13.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

    Management's discussion and analysis of financial condition and results 
of operations can be found on pages 14 through 21.

                             PART II - OTHER INFORMATION
                                           


ITEM 1.  LEGAL PROCEEDINGS

               None.

ITEM 2.  CHANGES IN SECURITIES

               None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

               None.

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

               None .

ITEM 5.  OTHER INFORMATION

               None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits can be found on page 22.

               (b)  Reports on 8-K - None.


                                       2


<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                UTILICORP UNITED INC.
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED

<TABLE>
<CAPTION>
                                                               Quarter Ended March 31,
DOLLARS IN MILLIONS                                              1997           1996
                                                               --------       ---------
<S>                                                            <C>            <C>
Sales                                                          $2,059.6       $1,084.4
Cost of sales                                                   1,805.4          834.7
                                                               --------       ---------
GROSS PROFIT                                                      254.2          249.7
                                                               --------       ---------
Operating, administrative and maintenance expense                 137.5          130.9
Depreciation, depletion and amortization                           31.9           31.9
Provision for asset impairments                                    26.5           --
                                                               --------       ---------
INCOME FROM OPERATIONS                                             58.3           86.9
                                                               --------       ---------
Other income (expense):
Equity in earnings from investments and partnerships               21.2           12.6
Merger termination fee                                             53.0           --
Other income                                                        3.2            2.4
Minority interest and other expense                                (6.3)          (6.8)
                                                               --------       ---------
Total other income                                                 71.1            8.2
                                                               --------       ---------
EARNINGS BEFORE INTEREST AND TAXES                                129.4           95.1
                                                               --------       ---------
Interest expense:
Interest expense - long-term debt                                  29.9           25.6
Interest expense - short-term debt                                  1.9            2.3
Minority interest in income of partnership                          2.2            2.2
                                                               --------       ---------
Total interest  expense                                            34.0           30.1
                                                               --------       ---------
EARNINGS BEFORE INCOME TAXES                                       95.4           65.0
Income taxes                                                       37.5           27.7
                                                               --------       ---------
EARNINGS BEFORE EXTRAORDINARY ITEM                                 57.9           37.3
Loss on extinguishment of debt (net of income tax of $4.5)          7.2           --
                                                               --------       ---------
NET INCOME                                                         50.7           37.3
Preference dividends                                                 .3             .5
                                                               --------       ---------
EARNINGS AVAILABLE FOR COMMON SHARES                              $50.4          $36.8
                                                               --------       ---------
                                                               --------       ---------
</TABLE>

  See accompanying notes to consolidated condensed financial statements.

                                           3

<PAGE>
                               UTILICORP UNITED INC.
           CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED 


<TABLE>
<CAPTION>
                                                                 Twelve Months Ended
                                                                       March 31,
DOLLARS IN MILLIONS                                              1997           1996
                                                               --------       --------
<S>                                                            <C>            <C>
Sales                                                          $5,307.5       $3,156.7
Cost of sales                                                   4,393.1        2,226.5
                                                               --------       --------
GROSS PROFIT                                                      914.4          930.2
                                                               --------       --------
Operating, administrative and maintenance expense                 554.3          522.2
Write-off of deferred merger costs, net                            11.0           --
Depreciation, depletion and amortization                          127.8          143.1
Provision for asset impairments                                    26.5           34.6
                                                               --------       --------
INCOME FROM OPERATIONS                                            194.8          230.3
                                                               --------       --------
Other income (expense):
Equity in earnings from investments and partnerships              119.7           42.2
Merger termination fee                                             53.0           --
Other income                                                       15.6           12.9
Minority interest and other expense                               (26.6)         (18.8)
                                                               --------       --------
Total other income                                                161.7           36.3
                                                               --------       --------
EARNINGS BEFORE INTEREST AND TAXES                                356.5          266.6
                                                               --------       --------
Interest expense:
Interest expense - long-term debt                                 122.5          105.0
Interest expense - short-term debt                                  8.3           10.2
Minority interest in income of partnership                          8.8            8.8
                                                               --------       --------
Total interest  expense                                           139.6          124.0
                                                               --------       --------
EARNINGS BEFORE INCOME TAXES                                      216.9          142.6
Income taxes                                                       90.5           57.6
                                                               --------       --------
EARNINGS BEFORE EXTRAORDINARY ITEM                                126.4           85.0
Loss on extinguishment of debt (net of income tax of $4.5)          7.2           --
                                                               --------       --------
NET INCOME                                                        119.2           85.0
Preference dividends                                                1.9            2.1
                                                               --------       --------
EARNINGS AVAILABLE FOR COMMON SHARES                             $117.3          $82.9
                                                               --------       --------
                                                               --------       --------
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4

<PAGE>


                           UTILICORP UNITED INC.
                  CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             March 31,      December 31,
DOLLARS IN MILLIONS                                                            1997             1996
                                                                             ---------      ------------
ASSETS                                                                      (Unaudited)
<S>                                                                          <C>            <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                 $  172.9       $  137.1
    Funds on deposit                                                              37.1           56.8
    Accounts receivable, net                                                     663.8          811.6
    Inventories and supplies, at average cost                                     88.5          110.9
    Price risk management assets                                                  37.9           55.2
    Prepayments and other                                                         45.4           32.9
                                                                              --------       --------
TOTAL CURRENT ASSETS                                                           1,045.6        1,204.5

Property, plant and equipment, net                                             2,379.5        2,406.7
Investments in subsidiaries and partnerships                                     766.2          761.0
Price risk management assets                                                     149.9          154.1
Deferred charges                                                                 187.0          178.6
                                                                              --------       --------
TOTAL ASSETS                                                                  $4,528.2       $4,704.9
                                                                              --------       --------
                                                                              --------       --------
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES:
    Current maturities of long-term debt                                       $  94.4        $  25.7
    Short-term debt                                                              302.0          252.0
    Accounts payable                                                             753.0          912.9
    Accrued liabilities                                                          102.8           50.0
    Price risk management liabilities                                             54.8           71.7
    Other                                                                         58.8          107.3
                                                                              --------       --------
TOTAL CURRENT LIABILITIES                                                      1,365.8        1,419.6
                                                                              --------       --------
LONG-TERM LIABILITIES:
    Long-term debt, net                                                        1,325.9        1,470.7
    Deferred income taxes and credits                                            319.9          313.7
    Price risk management liabilities                                             61.3           64.5
    Minority interest                                                             58.6           56.9
    Other deferred credits                                                       103.3           96.5
                                                                              --------       --------
TOTAL LONG-TERM LIABILITIES                                                    1,869.0        2,002.3

Company-obligated mandatorily redeemable preferred securities
 of partnership                                                                  100.0          100.0
Preference stock                                                                  --             25.0
Common shareowners' equity                                                     1,193.4        1,158.0
Commitments and contingencies
                                                                              --------       --------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY                                     $4,528.2       $4,704.9
                                                                              --------       --------
                                                                              --------       --------
</TABLE>


    See accompanying notes to consolidated condensed financial statements

                                         5

<PAGE>


                             UTILICORP UNITED INC.
            CONSOLIDATED CONDENSED STATEMENTS OF PREFERENCE STOCK

<TABLE>
<CAPTION>

                                                                              March 31,     December 31,
DOLLARS IN MILLIONS                                                             1997           1996
                                                                              ----------    ------------
<S>                                                                           <C>           <C>

Preference Stock:                                                            (Unaudited)
$2.05 series, 1,000,000 shares, redeemed                                         $--            $25.0
                                                                               -------        ---------
TOTAL PREFERENCE STOCK                                                           $--            $25.0
                                                                               -------        ---------
</TABLE>

      CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREOWNERS' EQUITY
                            
<TABLE>
<CAPTION>

                                                                              March 31,     December 31,
DOLLARS IN MILLIONS                                                             1997           1996
                                                                              ----------    ------------
<S>                                                                           <C>           <C>
Common Stock: authorized 100,000,000 shares, par value                       (Unaudited)
    $1 per share, 53,427,524 shares outstanding (53,293,645 at
    December 31, 1996 ); authorized 20,000,000 shares of                       $  53.4        $  53.3
    Class A common stock, par value $1 per share, none issued
Premium on Capital Stock                                                         997.3          991.7
Retained Earnings                                                                150.9          125.3
Treasury Stock, at cost (31,242 and 228,807 shares at March 31,
    1997 and December 31, 1996, respectively)                                      (.8)          (6.4)
Currency Translation Adjustment                                                   (7.4)          (5.9)
                                                                              --------       --------
TOTAL COMMON SHAREOWNERS' EQUITY                                              $1,193.4       $1,158.0
                                                                              --------       --------
</TABLE>

    See accompanying notes to consolidated condensed financial statements.


                                        6

<PAGE>


                              UTILICORP UNITED INC.
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
                                                                      
<TABLE>
<CAPTION>

                                                                                       Quarter Ended March 31,
DOLLARS IN MILLIONS                                                                      1997           1996
                                                                                         -----          -----
<S>                                                                                      <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                             $50.7          $37.3
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation, depletion and amortization                                              31.9           31.9
    Net changes in price risk management assets and liabilities                            1.4            (.8)
    Deferred income taxes and credits                                                      6.2            (.6)
    Equity in earnings from investments and partnerships                                 (21.2)         (12.6)
    Dividends from investments and partnerships                                            6.8            2.8
    Minority interests                                                                     2.1            2.7
    Provision for asset impairments                                                       26.5            -
    Loss on extinguishment of debt                                                         7.2            -

    Changes in certain assets and liabilities:
      Accounts receivable, net                                                            154.2          (51.7)
      Accounts receivable sold                                                             --             48.0
      Inventories and supplies                                                             22.4           42.1
      Prepayments and other                                                               (12.5)          (6.8)
      Deferred charges, net                                                                 (.3)          (1.5)
      Accounts payable                                                                   (159.9)          (6.4)
      Accrued liabilities, net                                                             57.3           52.6
      Other                                                                               (42.3)            .2
                                                                                          -----          -----
CASH PROVIDED FROM OPERATING ACTIVITIES                                                   130.5          137.2
                                                                                          -----          -----
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to utility plant                                                            (19.6)         (17.9)
    Investments in international businesses                                                (1.9)          --
    Investments in energy related properties                                               (4.9)         (12.0)
    Other                                                                                   2.7          (19.3)
                                                                                          -----          -----
CASH USED FOR INVESTING ACTIVITIES                                                        (23.7)         (49.2)
                                                                                          -----          -----
</TABLE>

                                       7

<PAGE>
                              UTILICORP UNITED INC.
     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED
                                                                      

<TABLE>
<CAPTION>
                                                                                       Quarter Ended March 31,
DOLLARS IN MILLIONS                                                                      1997           1996
                                                                                         -----          -----
<S>                                                                                      <C>            <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                                             $5.7          $16.7
    Treasury stock sold                                                                   5.6           --
    Issuance of long-term debt                                                             .4           10.6
    Retirement of long-term debt                                                        (82.6)          --
    Retirement of preference stock                                                      (25.0)          --
    Short-term borrowings (repayments), net                                              50.0          (87.1)
    Cash dividends paid                                                                 (23.7)         (20.9)
    Other                                                                                (1.4)           -
                                                                                        -----          -----
CASH USED FOR FINANCING ACTIVITIES                                                      (71.0)         (80.7)
Increase  in cash and cash equivalents                                                   35.8            7.3
Cash and cash equivalents at beginning of period                                        137.1          110.7
                                                                                        -----          -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                             $172.9         $118.0
                                                                                        -----          -----

</TABLE>


    See accompanying notes to consolidated condensed financial statements.

                                      8

<PAGE>


                           UTILICORP UNITED INC.
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
                                                                      
<TABLE>
<CAPTION>
                                                                             Twelve Months Ended March 31,
DOLLARS IN MILLIONS                                                             1997           1996
                                                                               --------      --------
<S>                                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                    $119.2        $  85.0
  Adjustments to reconcile net income to net cash provided by 
   operating activities:
    Depreciation, depletion and amortization                                     127.8          143.1
    Net changes in price risk management assets and liabilities                  (31.5)         (41.2)
    Deferred income taxes and credits                                             41.3          (29.6)
    Equity in earnings from investments and partnerships                        (119.7)         (42.2)
    Dividends from investments and partnerships                                   46.7           19.8
    Minority interest                                                              7.4            5.6
    Provision for asset impairments                                               26.5           34.6
    Loss on extinguishment of debt                                                 7.2           --
    Write-off of deferred merger costs                                            11.0           --

    Changes in certain assets and liabilities:
      Accounts receivable, net                                                  (300.3)        (175.1)
      Accounts receivable sold                                                    13.6           54.1
      Inventories and supplies                                                   (18.1)          24.7
      Prepayments and other                                                       14.4          (21.4)
      Deferred charges, net                                                         .2            4.3
      Accounts payable                                                           325.1          137.9
      Accrued liabilities, net                                                    19.9            5.5
      Other                                                                      (34.6)          69.7
                                                                               -------        -------
CASH PROVIDED FROM OPERATING ACTIVITIES                                          256.1          274.8
                                                                               -------        -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to utility plant                                                  (136.0)        (107.3)
    Purchase of utility and other businesses                                    (138.1)          --
    Investments in international businesses                                      (44.2)        (379.3)
    Investments in non-regulated generating assets                                --            (59.0)
    Proceeds on sale of oil and gas properties                                    --            204.5
    Investments in energy related properties                                     (19.3)        (152.7)
    Other                                                                        (48.5)         (70.9)
                                                                               -------        -------
CASH USED FOR INVESTING ACTIVITIES                                              (386.1)        (564.7)
                                                                               -------        -------
</TABLE>

                                           9

<PAGE>



                          UTILICORP UNITED INC.
   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED

<TABLE>
<CAPTION>
                                                                             Twelve Months Ended March 31,
DOLLARS IN MILLIONS                                                             1997           1996
                                                                               --------      --------
<S>                                                                             <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                                    $187.4          $43.5
    Issuance of company-obligated mandatorily redeemable
         preferred securities of partnership                                      --            100.0
    Retirements of preference stock                                              (25.0)          --
    Treasury stock sold (acquired)                                                 (.8)           2.3
    Issuance of long-term debt                                                   119.5          425.8
    Retirement of long-term debt                                                (104.8)        (155.0)
    Short-term borrowings (repayments), net                                       99.5          (28.0)
    Cash dividends paid                                                          (89.5)         (81.2)
    Other                                                                         (1.4)          --
                                                                               --------      --------
CASH PROVIDED FROM FINANCING ACTIVITIES                                          184.9          307.4
                                                                               --------      --------
Increase in cash and cash equivalents                                             54.9           17.5
Cash and cash equivalents at beginning of period                                 118.0          100.5
                                                                               --------      --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $172.9         $118.0
                                                                               --------      --------
</TABLE>

  See accompanying notes to consolidated condensed financial statements.

                                        10

<PAGE>



                                UTILICORP UNITED INC.
                           NOTES TO CONSOLIDATED CONDENSED
                                 FINANCIAL STATEMENTS
                                     (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated condensed financial statements have 
been prepared in accordance with the accounting policies described in the 
consolidated financial statements and related notes included in UtiliCorp's 
1996 Form 10-K.  It is suggested that those consolidated financial statements 
be read in conjunction with this report.  The year-end financial statements 
presented were derived from audited financial statements of UtiliCorp United 
Inc., (the company) but do not include all disclosures required by generally 
accepted accounting principles.  In the opinion of management, the 
accompanying consolidated condensed financial statements reflect all 
adjustments (which include only normal recurring adjustments) necessary for a 
fair representation of the financial position of the company and the results 
of its operations.  Certain estimates and assumptions that affect reported 
amounts of assets and liabilities at the date of the financial statements and 
the reported amounts of sales and expenses during the reporting periods shown 
have been made in preparing the consolidated condensed financial statements.  
Actual results could differ from these estimates.

Certain prior year amounts in the consolidated financial statements have been 
reclassified where necessary to conform to the 1997 presentation.

2.  MERGER TERMINATION FEE

On September 17, 1996, Kansas City Power & Light Company (KCPL) terminated 
the Amended and Restated Agreement and Plan of Merger (the Agreement) among 
KCPL, KC Merger Sub, Inc., the company, and KC United Corp., which would have 
provided for the merger of the company and KCPL.  

In February 1997, Western Resources Inc. and KCPL signed a definitive 
agreement to merge.  As a result, KCPL paid the company a $53 million 
termination fee which was recorded as a gain in the first quarter of 1997.

3.  PROVISION FOR ASSET IMPAIRMENTS

As part of the sale of the company's oil and gas production assets in 
September 1995, the company retained a net profits interest in the properties 
which was contingent upon the future performance and activities of the oil 
and gas properties sold and certain payout criteria related to the sale 
transaction.  At the time of the sale, the net profits interest was valued at 
$22.5 million. Pursuant to the sales agreement, periodic drilling and reserve 
updates are provided each year to the company.  After receiving the most 
recent study in March 1997, the company recorded a $15.5 million charge 
against earnings primarily to reflect the latest estimate of its net 
realizable value.

During the first quarter of 1997, the company evaluated some of its 
technology related investments and eliminated certain technology related 
positions. In light of recent organizational changes at one of the company's 
strategic partners and the results to date, the company expensed 
approximately $11.0 million consisting of certain contractual and software 
rights and severance costs. 

                                      11

<PAGE>



                                UTILICORP UNITED INC.
                           NOTES TO CONSOLIDATED CONDENSED
                           FINANCIAL STATEMENTS--CONTINUED
                                     (UNAUDITED)


4.  EXTINGUISHMENT OF DEBT

During the first quarter of 1997, the company retired, at a premium, $69.1 
million of its 10.5% Series Senior Notes that were to mature in 2020.  The 
transaction resulted in an extraordinary loss of $7.2 million, net of an 
income tax benefit of $4.5 million.   This early retirement is expected to 
save $1.2 million per year in interest costs based on current interest rates.

5.  REDEMPTION OF PREFERENCE STOCK

On March 1, 1997, the company redeemed its $2.05 Series Preference Stock at 
par. This redemption is expected to increase earnings available for common 
shares by an estimated $1.1 million per year based on current interest rates.

6.  EARNINGS PER SHARE

Primary and fully diluted earnings per share for the three months and twelve 
months ending March 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
IN MILLIONS, EXCEPT PER SHARE AMOUNTS               Quarter Ended             Twelve Months Ended
                                                       March 31,                    March 31, 
                                                ---------------------        -----------------------
                                                 1997           1996           1997            1996
                                                ------         ------        -------         -------
<S>                                             <C>            <C>           <C>             <C>
Earnings available for common
shares                                           $50.4          $36.8         $117.3          $82.9
                                                ------         ------        -------         -------
Earnings per share:
  Primary:                                            
    Earnings before extraordinary item           $1.08           $.80          $2.55          $1.82
    Extraordinary item                            (.13)             -           (.15)             -
                                                ------         ------        -------         -------
    Earnings available for common                 $.95           $.80          $2.40          $1.82
                                                ------         ------        -------         -------
                                                ------         ------        -------         -------
  Fully Diluted:
    Earnings before extraordinary item           $1.07           $.79          $2.54          $1.81
    Extraordinary item                            (.13)             -           (.15)             -
                                                ------         ------        -------         -------
    Earnings available for common                 $.94           $.79          $2.39          $1.81
                                                ------         ------        -------         -------
                                                ------         ------        -------         -------

  Weighted average common shares outstanding:

    Primary                                      53.24          46.23          48.94          45.62
    Fully Diluted                                53.54          46.57          49.25          45.98

</TABLE>



                                          12

<PAGE>

                                UTILICORP UNITED INC.
                           NOTES TO CONSOLIDATED CONDENSED
                           FINANCIAL STATEMENTS--CONTINUED
                                     (UNAUDITED)
                                           

7.  LONG-TERM GAS SUPPLY CONTRACTS

In 1996, the company realigned certain of its business relationships in the 
United Kingdom (UK).  Its equity relationships in three retail gas 
partnerships were terminated.  As part of the termination of one of its 
equity relationships, the company assumed an interest in two long-term gas 
supply contracts (for deliveries through 2005) that it assimilated into its 
existing portfolio of sales and supply contracts.  Based on management's 
estimates and available market data at December 31, 1996, the company carried 
a $14 million reserve relating to potential future losses that may have 
existed within the portfolio of contracts.  The net present value of the 
range of future losses was estimated to be between $14 and $23 million.

Due to the continued decline in natural gas prices in the UK since December 
31, 1996  and the fact that the purchase price of this gas supply is tied in 
part to certain oil based indices which have strengthened,  the company 
increased its reserve related to its current portfolio of contracts by $5.0 
million to $19 million.  As the U.K. natural gas market does not have liquid 
long-term pricing, it is difficult to calculate future profitability of the 
portfolio.  However, management believes that this reserve is adequate and 
that any additional increases in the reserve would not be material. 

8.  REGULATORY MATTERS

MISSOURI

In the first quarter of 1997, the staff of the Missouri Public Service 
Commission (MPSC) filed a complaint against the company seeking to reduce 
annual Missouri electric revenues by $23 million.  In a separate filing with 
the MPSC, the company requested to increase electric rates by $24.6 million.  
The company believes the MPSC will review the company's and staff's positions 
on a similar timetable..  The primary differences between these two dockets 
center on capital structure, test year and corporate allocations. 

The company's filing is designed to recover inflationary and other cost 
increases which include the investment of approximately $20 million in plant 
and facility improvements.  The rate increase also reflects the request for a 
temporary surcharge of $.0028 per kilowatt-hour to cover cost related to 
transitioning to the competitive customer-choice marketplace.  In addition, 
the filing includes a mechanism to lessen the impact of the surcharge on 
consumers, and establishes a $1 million fund to assist low-income customers.  
The company expects these regulatory matters to be resolved in 1998.

MICHIGAN

In March 1997, the Michigan Public Service Commission (MPS) issued an order on 
the company's pending gas rate request and granted a $1.7 million annual 
revenue increase.  In response to the MPS order, the company filed for 
reconsideration of certain issues totaling $1.5 million.  The MPS has not set 
a schedule for the reconsideration filing.

                                          13

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS.

                                UTILICORP UNITED INC.
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS


EXCEPT WHERE NOTED, THE FOLLOWING DISCUSSION REFERS TO THE CONSOLIDATED 
ENTITY, UTILICORP UNITED INC., INCLUDING THE FOLLOWING BUSINESSES: UTLICORP 
ENERGY DELIVERY (UED), CONSISTING PRIMARILY OF TRANSMISSION AND DISTRIBUTION 
UTILITY OPERATIONS; AQUILA ENERGY CORPORATION (AQUILA), CONSISTING PRIMARILY 
OF WHOLESALE ENERGY MARKETING, GAS PROCESSING AND GATHERING, GAS TRANSMISSION 
AND ELECTRICITY MARKETING; UTILICORP ENERGY SOLUTIONS (UES), CONSISTING OF 
RETAIL GAS MARKETING, APPLIANCE REPAIR AND SERVICE CONTRACTS, AND OTHER 
ENERGY RELATED PRODUCTS AND SERVICES; AND GENERATION, CONSISTING OF DOMESTIC 
ELECTRIC GENERATION AND INDEPENDENT POWER PROJECTS.  THE COMPANY ALSO HAS 
VARIOUS OPERATIONS THAT INCLUDE GENERATION, GAS MARKETING, ELECTRIC 
DISTRIBUTION AND VARIOUS EQUITY INVESTMENTS THAT ARE DISCUSSED IN THE 
INTERNATIONAL SECTION OF THIS REPORT. THE LIQUIDITY AND CAPITAL RESOURCES 
SECTION IS PREPARED ON A CONSOLIDATED BASIS.

LIQUIDITY AND CAPITAL RESOURCES

Management believes that the company's liquidity and capital resources are 
sufficient and provide adequate financial flexibility.  During the first 
quarter of 1997, the company redeemed its $2.05 Series Preference Stock at 
par ($25 million) and retired $69.1 million of its 10.5% Series Senior Notes 
with short-term debt.  The company anticipates that it will permanently 
refinance these items with long-term debt at interest rates substantially 
lower than the coupon rates on its redeemed preference stock and senior 
notes. The company uses its accounts receivable sales programs to efficiently 
manage its working capital and provide immediate liquidity of certain 
accounts receivable.  At March 31, 1997, these programs were fully utilized. 
In April 1997, the company increased one of its accounts receivable 
sales programs from $100 million to $150 million to keep pace with the 
company's growing wholesale energy marketing business. In addition to the 
accounts receivable sales program, the company can also issue up to $150 
million of commercial paper which is supported by a $250 million revolving 
credit agreement.  At March 31, 1997, there were $119 million in commercial 
paper borrowings.

Cash provided from operating activities decreased $6.7 million for the 
quarter ended March 31, 1997 compared to the same period in 1996.  The 
primary factors causing the decrease relate to increased equity earnings 
and the timing of certain cash payments and receipts, offset by increased net 
income and the provision for asset impairments

Cash used in investing activities decreased $25.5 million for the quarter 
ended March 31, 1997, compared to 1996.  Cash used in investing activities 
varies depending on the number and magnitude of investment and acquisition 
opportunities.  The 1997 decrease in investing activities  reflects the 
renovation of the new headquarters building that was almost complete at the 
end of 1996.

Cash used for financing activities decreased $9.7 million for the quarter 
ended March 31, 1997, compared to 1996.  The decrease was mainly due to 
increased short-term borrowings which were used to partially fund the 
retirement of long-term debt and preference stock as previously noted.

                                     14

<PAGE>



FORWARD-LOOKING INFORMATION

This Form 10-Q contains forward-looking information.  Such information 
involves risks and uncertainties and there are certain important factors that 
could cause actual results to differ materially from those anticipated.  Some 
of the important factors which could cause actual results to differ 
materially from those anticipated include, but are not limited to, future 
national and regional economic and competitive conditions, inflation rates, 
regulatory changes, weather conditions, financial market conditions, interest 
rates, future business decisions, and other uncertainties, all of which are 
difficult to predict and many of which are beyond the control of the company.

RESULTS OF OPERATIONS

The results of operations for the 1997 and 1996 periods have been impacted by 
several items that do not have a continuing effect on the Company's financial 
position or results of operations.  The table below summarizes the impact of 
the non-recurring items on an earnings before interest and taxes (EBIT) and 
earnings per share (EPS) basis.

<TABLE>
<CAPTION>
                                                            QUARTER ENDED                     TWELVE MONTHS ENDED
                                                               MARCH 31,                            MARCH 31,
                                                    ------------------------------       ------------------------------
DOLLARS IN MILLIONS                                     1997               1996              1997               1996   
                                                    ------------------------------       ------------------------------
                                                     EBIT     EPS    EBIT     EPS         EBIT     EPS    EBIT     EPS 
                                                    ------------------------------       ------------------------------
<S>                                                 <C>      <C>    <C>      <C>         <C>      <C>    <C>      <C>  
                                                                                                                       
AS REPORTED                                         $129.4   $.95   $95.1    $.80        $356.5   $2.40  $266.6   $1.82
                                                                                                                       
NON-RECURRING ITEMS:                                                                                                   
Merger termination fee (Note 2)                      (53.0)  (.61)     --      --         (53.0)   (.67)     --      --
Write-off of deferred merger costs, net (a)             --     --      --      --          11.0     .14      --      --
Provision for asset impairments (b) and (Note 3)      26.5    .31      --      --          26.5     .33    32.3     .43
Change in accounting method--mark-to-market (c)         --     --      --      --            --      --   (29.8)   (.40)
Oil and gas operating results (d)                       --     --      --      --            --      --    (3.3)    .07
Reserve for United Kingdom gas contracts                                                                               
and other reserves (e) and (Note 7)                    6.5    .07      --      --           6.5     .08    11.0     .15
Gain on sales lease (f)                                 --     --      --      --         (20.9)   (.24)     --      --
Loss on extinguishment of debt (g)                      --    .13      --      --            --     .15      --      --
                                                    ------------------------------       ------------------------------
NORMALIZED                                           $109.4   .85   $95.1     $.80        $326.6  $2.19  $276.8   $2.07
                                                    ------------------------------       ------------------------------
                                                    ------------------------------       ------------------------------
</TABLE>

a)  In 1996, the company expensed deferred merger costs, net of a termination
    fee received, resulting in a net write-off of $11.0 million.  See Note 2
    for additional termination fees received.

b)  In 1995, the company recorded a $32.3 million pretax charge related to
    impaired assets, net of minority interest of $2.3 million.

c)  In 1995, the company changed its method of accounting for domestic natural
    gas trading operations to the mark-to-market method.  This change resulted
    in a $29.8 million pretax enhancement to 1995 results.

d)  In 1995, the company sold substantially all of its oil and gas
    production assets for $204.5 million.  This normalizing adjustment
    represents the EBIT and net EPS loss from this business.


                                   15

<PAGE>


e) In 1995, the company recorded a $11.0 million reserve against earnings for
    unfavorable gas supply contracts in the United Kingdom.
    
f) In 1996, the company recorded a gain from a sales lease on a power 
    project which was partially offset by certain restructuring reserves in 
    connection with changes in power project agreements.  The result of these 
    items increased pre-tax earnings by $20.9 million.

g)  See Note 4.

Normalized earnings or income are terms used by management to describe the 
recurring earnings or income of the company.  These terms are not meant to 
replace net income or other measures under generally accepted accounting 
principles.

ENERGY DELIVERY

The table below summarizes the operations of UtiliCorp Energy Delivery for 
the following periods:

<TABLE>
<CAPTION>

                                                    Quarter Ended               Twelve Months Ended
                                                       March 31,                     March 31,
DOLLARS IN MILLIONS                               1997           1996           1997           1996
                                               --------       --------       --------       --------
<S>                                            <C>            <C>            <C>            <C>
Sales:
   Electric                                     $122.7         $117.0         $525.0         $500.6
   Gas                                           342.5          300.1          770.4          670.9
   Other                                           9.4           13.8           47.5           47.9
   Purchases from Generation                     (72.7)         (70.2)        (287.8)        (270.7)
                                               --------       --------       --------       --------
Total net sales                                  401.9          360.7        1,055.1          948.7
                                               --------       --------       --------       --------
Cost of sales:
   Electric                                        3.9            4.5           14.3           14.7
   Gas                                           237.9          194.4          497.3          393.5
   Other                                           5.5           11.1           26.6           32.1
                                               --------       --------       --------       --------
Total cost of sales                              247.3          210.0          538.2          440.3
                                               --------       --------       --------       --------
Gross profit                                     154.6          150.7          516.9          508.4
                                               --------       --------       --------       --------
Operating expenses:
    Other operating                               54.2           50.4          217.2          213.7
    Maintenance                                    6.3            6.0           26.4           23.2
    Taxes, other than income taxes                14.0           13.4           51.2           49.7
    Depreciation and amortization                 17.3           17.6           65.7           68.9
                                               --------       --------       --------       --------
Total operating expenses                          91.8           87.4          360.5          355.5
                                               --------       --------       --------       --------
Income from operations                            62.8           63.3          156.4          152.9
Other income                                       1.4            1.9           10.6            8.4
                                               --------       --------       --------       --------
Earnings before interest expense and
income taxes (EBIT)                              $64.2          $65.2         $167.0         $161.3
                                               --------       --------       --------       --------
                                               --------       --------       --------       --------
</TABLE>

QUARTER-TO-QUARTER

EBIT decreased $1.0 million or 2% in the 1997 quarter compared to the 1996 
quarter.  Energy Delivery customer growth of 2% for both electric and gas 
increased EBIT by $5.8 million over the 1996 period.  New gas rates in 
Nebraska and Kansas favorably impacted the 1997 quarter compared to the 1996 
quarter by $3.3 million.  These favorable impacts were offset by 8% warmer 
winter weather compared to 1996 (3% warmer than normal) and increased 
operating expenses stemming from costs incurred to realign certain resources 
with its primary business processes.  Other sales and costs of sales 
decreased in the 1997 period compared to 1996 due to the disposition of the 
company's propane and wastewater businesses.

                                       16
<PAGE>



TWELVE MONTHS ENDED MARCH 31, 1997 TO 1996

EBIT increased 4% for the 1997 twelve month period compared to the 1996 
period due primarily to the impact of several gas rate cases and growth in 
the number of customers offset by unfavorable winter temperatures discussed 
above. Significantly higher gas prices in 1997 increased both gas costs and 
sales (through gas cost trackers), with no net impact on EBIT.  Energy 
Delivery's operating expenses increased 1% in 1997 compared to 1996 despite 
the upward pressures of inflation, primarily due to improved operating 
efficiencies and effective cost management.

GENERATION

The  table below summarizes the operations of Generation for the following 
periods:


<TABLE>
<CAPTION>

                                                     Quarter Ended              Twelve Months Ended
                                                        March 31,                    March 31,
                                               -----------------------       -----------------------
DOLLARS IN MILLIONS                               1997           1996           1997           1996
                                               --------       --------       --------       --------
<S>                                            <C>            <C>            <C>            <C>
Sales to Energy Delivery                         $72.7          $70.2         $287.8         $270.7
Cost of sales                                     40.1           39.2          167.4          156.8
                                               --------       --------       --------       --------
Gross profit                                      32.6           31.0          120.4          113.9
                                               --------       --------       --------       --------
Operating expenses:
    Other operating                               11.0           12.0           49.1           43.5
    Maintenance                                    3.6            3.8           14.5           13.5
    Taxes, other than income taxes                 1.8            1.6            6.7            6.8
    Depreciation and amortization                  4.2            4.8           18.2           19.8
    Provision for asset impairment                   -              -              -           15.4
                                               --------       --------       --------       --------
Total operating expenses                          20.6           22.2           88.5           99.0
                                               --------       --------       --------       --------
Income from operations                            12.0            8.8           31.9           14.9
Equity in earnings of investments and
partnerships                                       7.9            6.8           52.0           25.9
Other income (expense)                              .4             .1              -            (.1)
                                               --------       --------       --------       --------
EBIT                                              20.3           15.7           83.9           40.7
Non-recurring items:
   Provision for asset impairments                   -              -              -           15.4
   Gain on sales lease of a power project            -              -          (20.9)             -
                                               --------       --------       --------       --------
Normalized EBIT                                  $20.3          $15.7          $63.0          $56.1
                                               --------       --------       --------       --------
                                               --------       --------       --------       --------
</TABLE>


QUARTER-TO-QUARTER

Generation's 1997 first quarter EBIT was $20.3 million or 29% above the 1996 
quarter. EBIT increased $1.1 million due to a better performance of the 
independent power projects and also benefited from increased spot market 
sales of 128,750 MWH's and reduced operating expenses.  Additionally, 
purchased power for Energy Delivery's system load was lower in 1997 as 
compared to 1996  due to more favorable pricing obtained in the spot market.

TWELVE MONTHS ENDED MARCH 31, 1997 TO 1996

Generation's normalized EBIT for the 1997 twelve month period compared to the 
1996 period increased 12%.  The improved results stem from the expansion of 
off peak generation sales in the 1997 period compared to the 1996 period and 
better independent power project performance.  

                                         17

<PAGE>


AQUILA ENERGY

The table below summarizes the operations of Aquila Energy for the following
periods:


<TABLE>
<CAPTION>
                                                     Quarter Ended            Twelve Months Ended
                                                        March 31,                    March 31, 
                                               -----------------------       -----------------------
DOLLARS IN MILLIONS                               1997           1996           1997           1996
                                               --------       --------       --------       --------
<S>                                           <C>              <C>           <C>           <C>
Sales:
   Wholesale energy marketing                 $1,216.2         $383.8        2,883.4       $1,058.6
   Gas sales, transmission and processing        103.1           92.1          387.1          312.8
   Oil and gas production                            -              -              -           34.1
                                               --------       --------       --------       --------
Total sales                                    1,319.3          475.9        3,270.5        1,405.5
                                               --------       --------       --------       --------
Cost of sales:
   Cost of wholesale energy marketing          1,193.6          369.8        2,805.8          991.2
   Cost of gas gathering and processing           75.3           65.1          278.1          215.8
                                               --------       --------       --------       --------
Total cost of sales                            1,268.9          434.9        3,083.9        1,207.0
                                               --------       --------       --------       --------
Gross profit                                      50.4           41.0          186.6          198.5
                                               --------       --------       --------       --------
Operating expenses:
    Operating and maintenance                     20.2           17.2           84.5           72.6
    Depreciation, depletion and amortization       5.7            6.2           25.2           41.2
    Provision for asset impairments               15.5              -           15.5           13.2
                                               --------       --------       --------       --------
Total operating expenses                          41.4           23.4          125.2          127.0
                                               --------       --------       --------       --------
Income from operations                             9.0           17.6           61.4           71.5
Minority interest expense and other                2.6            3.0            9.4            4.4
                                               --------       --------       --------       --------
EBIT                                               6.4           14.6           52.0           67.1
Non-recurring items:
   Change to mark-to-market method of
     accounting                                      -              -              -          (29.8)
   Oil and gas operating income                      -              -              -           (3.3)
   Provision for asset impairments                15.5              -           15.5           10.8
                                               --------       --------       --------       --------
Normalized EBIT                                  $21.9          $14.6          $67.5          $44.8
                                               --------       --------       --------       --------
                                               --------       --------       --------       --------
</TABLE>

QUARTER-TO-QUARTER

Aquila's 1997 normalized EBIT increased 50% over the 1996 quarter.  This EBIT 
increase is primarily due to margins generated from Aquila's wholesale energy 
marketing businesses as the company capitalized upon favorable market trading 
conditions.  Gas marketing volumes sold grew 161% over the 1996 quarter.  
This volume increase results from the pursuit of an aggressive expansion 
strategy and a successful startup of a Canadian gas marketing operation late 
in 1996.  Aquila continues to focus on maintaining growth in the wholesale 
gas marketing business.  Aquila's wholesale electricity marketing business 
also experienced significant volume growth with the 1997 quarter volumes of 
7.8 million MWHs exceeding full year 1996 volumes by 20%.  The increased gas 
and electricity volumes marketed significantly increased sales and cost of 
sales in 1997 compared to 1996.  The increase in operating expenses is 
primarily the result of the hiring of additional traders and support staff to 
implement Aquila's growth strategy.

In the 1997 quarter, Aquila's gas processing business had a 10% decrease in 
throughput volumes which was mitigated by a 36% increase in natural gas 
liquid (NGL) pricing compared to the 1996 quarter.  The throughput volumes 
are expected to increase in the second quarter as two new large well 
connections are completed on Aquila's largest gathering system.

                                         18
<PAGE>
TWELVE MONTHS ENDED MARCH 31, 1997 TO 1996

Aquila's normalized EBIT for the 1997 twelve month period increased 51% over 
the 1996 twelve month period.  The increased EBIT is a result of the 
aggressive market share growth strategy mentioned above and volatile gas 
prices which provided trading opportunities during the period.  Gas marketing 
volumes rose 86% to 2.8 Bcf per day in the 1997 twelve month period.  
Aquila's NGL processing businesses benefited from a 27% increase in NGL 
prices and a 19% increase in NGL production which increased pipeline and 
processing EBIT by $11.2 million.

ENERGY SOLUTIONS 

The table below summarizes the operations of Energy Solutions for the following
periods:

<TABLE>
<CAPTION>
                                                    Quarter Ended              Twelve Months Ended
                                                       March 31,                     March 31, 
                                               -----------------------       -----------------------
DOLLARS IN MILLIONS                               1997           1996           1997           1996
                                               --------       --------       --------       --------
<S>                                            <C>            <C>            <C>            <C>
Sales                                           $166.5          $80.1         $400.2         $221.9
Cost of sales                                    159.7           74.0          370.7          197.9
                                               --------       --------       --------       --------
Gross profit                                       6.8            6.1           29.5           24.0
                                               --------       --------       --------       --------
Operating expenses:
     Operating and maintenance                    10.3            8.7           46.2           30.1
     Depreciation, depletion and amortization       .3             .3            4.3             .4
                                               --------       --------       --------       --------
Total  operating expenses                         10.6            9.0           50.5           30.5
                                               --------       --------       --------       --------
EBIT                                             $(3.8)         $(2.9)        $(21.0)         $(6.5)
                                               --------       --------       --------       --------
                                               --------       --------       --------       --------
</TABLE>

QUARTER-TO-QUARTER

Energy Solutions' EBIT decreased $.9 million for the 1997 quarter compared to 
the 1996 quarter.  This decrease in EBIT is primarily due to lower gas 
marketing margins on a percentage basis which resulted from increased 
competition and higher operating expenses resulting from additional 
infrastructure building.

TWELVE MONTHS ENDED MARCH 31, 1997 TO 1996

Energy Solutions' 1997 twelve month EBIT loss was $21.0 million compared to a 
$6.5 million loss in 1996.  Increased losses primarily reflect the impact of 
fixed price gas sales contracts that were partially supplied with floating 
supply contracts as required volumes were higher than anticipated.  In 
addition, Energy Solutions incurred severance costs, additional backroom 
costs and had additional bad debts stemming from higher gas costs. 

                                         19
<PAGE>
INTERNATIONAL

<TABLE>
<CAPTION>
                                                    Quarter Ended              Twelve Months Ended
                                                       March 31,                     March 31, 
                                               -----------------------       -----------------------
DOLLARS IN MILLIONS                               1997           1996           1997           1996
                                               --------       --------       --------       --------
<S>                                            <C>            <C>            <C>            <C>
Sales:
  Electric (Canada)                              $26.2          $26.1          $93.0          $90.2
  Gas Marketing (primarily United Kingdom)        72.9           71.4          200.7          211.8
                                               --------       --------       --------       --------
Total Sales                                       99.1           97.5          293.7          302.0
                                               --------       --------       --------       --------
Cost of Sales:
  Cost of fuel and purchased power   (Canada)      9.0            9.4           29.3           28.3
  Cost of gas marketing (United Kingdom)          78.1           66.9          198.7          193.4
                                               --------       --------       --------       --------
Total Cost of sales                               87.1           76.3          228.0          221.7
                                               --------       --------       --------       --------
Gross Profit                                      12.0           21.2           65.7           80.3
                                               --------       --------       --------       --------
Operating expenses:
  Other operating                                  5.5            5.8           26.2           31.3
  Maintenance                                      2.4            2.2            9.3            8.5
  Taxes, other than income taxes                   2.9            3.1           11.9           12.9
  Depreciation and amortization                    4.1            2.3           14.4            7.7
                                               --------       --------       --------       --------
Total Expense                                     14.9           13.4           61.8           60.4
                                               --------       --------       --------       --------
Income (loss) from operations                     (2.9)           7.8            3.9           19.9
Equity earnings in subsidiaries and
partnerships                                      13.7            5.8           68.0           15.7
Other income and (expense)                          .7            (.5)           4.6            2.8
                                               --------       --------       --------       --------
EBIT                                              11.5           13.1           76.5           38.4
Non-recurring item :
  UK gas contracts reserve                         5.0              -            5.0           11.0
                                               --------       --------       --------       --------
Normalized EBIT                                  $16.5          $13.1          $81.5          $49.4
                                               --------       --------       --------       --------
                                               --------       --------       --------       --------
</TABLE>

QUARTER-TO-QUARTER

International normalized EBIT increased $3.4 million or 26% in 1997 compared 
to 1996.  This increase was primarily due to a 141% increase in EBIT from the 
Australian operations and stronger earnings in New Zealand,  which were 
partially offset by lower EBIT from operations in the United Kingdom. The 
1997 increase in  Australian EBIT reflects the avoidance of certain initial 
start-up costs that were incurred in 1996 when operations were in the 
formative stage, as well as benefits received from changes made in 
transforming United Energy Limited to a competitive and customer-focused 
operation.

The company's New Zealand investments contributed $2.3 million and $.2 
million to EBIT for the three months ended March 31, 1997 and 1996, 
respectively.  The $2.1 million EBIT increase in 1997 over 1996 is due to 
additional equity earnings from its investments in Power New Zealand (PNZ) 
and WEL Energy Group (WEL).  Increased equity earnings are a result of a 
higher ownership position in both investments as well as improved operations 
at both PNZ and WEL.

The 1997 decrease in United Kingdom EBIT is a result of reduced margins 
stemming from a change in the price of gas and its impact on the Company's 
portfolio of contracts.

TWELVE MONTHS ENDED MARCH 31, 1997 TO 1996

International normalized EBIT increased $32.1 million or 65% in 1997 compared 
to 1996.  This increase was primarily due to a $29.5 million increase in EBIT 
from the Australian operations. The company's Australian operations contributed

                                      20
<PAGE>

EBIT of $43.7 million and $14.2 million for the twelve months ended March 31, 
1997 and 1996, respectively.  The 1997 increase in EBIT refelects the timing 
of the Australian acquisition, which occurred in September 1995, thus only 
six months of operations are included in the twelve months ended March 31, 
1996. Other factors are the avoidance of certain initial start-up costs that 
were incurred in 1996 due to operations being in the formative stage, and the 
benefits received from transforming United Energy Limited  into a competitive 
and customer-focused operation.

The company's New Zealand investments contributed EBIT of $13.7 and $1.8 
million for the twelve months ending March 31, 1997 and 1996, respectively.  
The 1997 increase in EBIT was primarily a result of three factors. A 
significant amount of PNZ shares were not purchased until November 1995, 
yielding only a partial year of earnings during the twelve months ended March 
31, 1996.  The company benefitted from the additional earnings in 1997 that 
were attached to shares purchased throughout 1996 from both investments and 
improved operations at the underlying electric distribution companies 

The UK's normalized EBIT for the twelve months ending March 31, 1997 dropped 
primarily due to the changing price of natural gas and its impact on the 
portfolio of sales and supply contracts.  

                                       21

<PAGE>


PART II
OTHER INFORMATION

ITEM 6. EXHIBITS.

    (a)     List of Exhibits


11  Statement regarding Computation of Per Share Earnings.

27  Financial Data Schedule--For the three months ended March 31, 1997.


                                       22

<PAGE>


                                 SIGNATURES

Pursuant to the requirements 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.

UTILICORP UNITED INC.


By: /S/ RICHARD C. GREEN, JR.
    ----------------------------------------------------
    Richard C. Green, Jr.
    Chairman of the Board and Chief Executive Officer

Date: May 14, 1997


By: /S/ TERRY G. WESTBROOK
    --------------------------------
    Terry G. Westbrook
    Senior Vice President and
    Chief Financial Officer

Date: May 14, 1997


                                       23