<PAGE>

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                      FORM 10-Q
                                           
(Mark One)

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

For the quarterly period ended SEPTEMBER 30, 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 November  7, 1997
-----                       --------------------------------
Common Stock, $1 par value             53,764,490

<PAGE>

                            PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

    Information regarding the consolidated condensed financial statements is
set forth on pages 3 through 14.

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 15 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 REPORT ON FORM 8-K

    (a)  Exhibits can be found on page 23.

    (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
                                                                  
                                                  Quarter Ended September 30,
DOLLARS IN MILLIONS                                    1997           1996
--------------------------------------------------------------------------------
Sales                                              $2,256.5         $892.6
Cost of sales                                       2,019.5          687.8
--------------------------------------------------------------------------------
GROSS PROFIT                                          237.0          204.8
--------------------------------------------------------------------------------
Operating, administrative and maintenance expense     142.6          127.9
Write-off of deferred merger costs, net                  --           11.0
Depreciation, depletion and amortization               32.6           32.6
--------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                 61.8           33.3
--------------------------------------------------------------------------------
Other income (expense):
Equity in earnings from investments and partnerships   16.7           23.8
Other income                                            5.7            8.6
Minority interest and other expense                    (5.8)          (4.9)
--------------------------------------------------------------------------------
Total other income                                     16.6           27.5
--------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES                     78.4           60.8
--------------------------------------------------------------------------------
Interest expense:
Interest expense - long-term debt                      28.1           31.8
Interest expense - short-term debt                      4.3            3.6
Minority interest in income of partnership              2.3            2.3
--------------------------------------------------------------------------------
Total interest  expense                                34.7           37.7
--------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                           43.7           23.1
Income taxes                                           18.8            9.0
--------------------------------------------------------------------------------
NET INCOME                                             24.9           14.1
Preference dividends                                     --             .5
--------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON SHARES                  $24.9          $13.6
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.

                                       3
<PAGE>

                                UTILICORP UNITED INC.
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED 
                                           
                                                       Nine Months Ended
                                                           September 30, 
DOLLARS IN MILLIONS                                    1997           1996
--------------------------------------------------------------------------------
Sales                                              $5,866.2       $2,742.1
Cost of sales                                       5,158.3        2,084.1
--------------------------------------------------------------------------------
GROSS PROFIT                                          707.9          658.0
--------------------------------------------------------------------------------
Operating, administrative and maintenance expense     411.6          393.8
Write-off of deferred merger costs, net                  --           11.0
Depreciation, depletion and amortization               95.7           96.5
Provision for asset impairments                        26.5             --
--------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                174.1          156.7
--------------------------------------------------------------------------------
Other income (expense):
Equity in earnings from investments and partnerships   54.1           82.7
Merger termination fee                                 53.0             --
Other income                                           12.2           14.6
Minority interest and other expense                   (18.4)         (16.2)
--------------------------------------------------------------------------------
Total other income                                    100.9           81.1
--------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES                    275.0          237.8
--------------------------------------------------------------------------------
Interest expense:
Interest expense - long-term debt                      85.7           87.8
Interest expense - short-term debt                      8.5            8.4
Minority interest in income of partnership              6.7            6.7
--------------------------------------------------------------------------------
Total interest  expense                               100.9          102.9
--------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                          174.1          134.9
Income taxes                                           71.0           57.2
--------------------------------------------------------------------------------
EARNINGS BEFORE EXTRAORDINARY ITEM                    103.1           77.7
Loss on extinguishment of debt (net of income tax 
  of $4.5)                                             (7.2)         --
--------------------------------------------------------------------------------
NET INCOME                                             95.9           77.7
Preference dividends                                     .3            1.5
--------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON SHARES                  $95.6          $76.2
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>

                                UTILICORP UNITED INC.
                        CONSOLIDATED CONDENSED BALANCE SHEETS

                                                  September 30,  December 31,
DOLLARS IN MILLIONS                                    1997          1996
--------------------------------------------------------------------------------
ASSETS                                             (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                        $  109.0       $  137.1
  Funds on deposit                                     42.4           56.8
  Accounts receivable, net                            747.5          811.6
  Inventories and supplies, at average cost           141.3          110.9
  Price risk management assets                         92.4           55.2
  Prepayments and other                                53.4           32.9
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                1,186.0        1,204.5
Property, plant and equipment, net                  2,449.4        2,406.7
Investments in subsidiaries and partnerships          729.8          761.0
Price risk management assets                          156.8          154.1
Deferred charges                                      178.3          178.6
--------------------------------------------------------------------------------
TOTAL ASSETS                                       $4,700.3       $4,704.9
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt             $  158.3        $  25.7
  Short-term debt                                     251.9          252.0
  Accounts payable                                  1,004.5          912.9
  Accrued liabilities                                  47.2           50.0
  Price risk management liabilities                   106.2           71.7
  Other                                                48.5          107.3
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                           1,616.6        1,419.6
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
  Long-term debt, net                               1,237.3        1,470.7
  Deferred income taxes and credits                   344.4          313.7
  Price risk management liabilities                    57.5           64.5
  Minority interest                                    60.1           56.9
  Other deferred credits                               96.4           96.5
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                         1,795.7        2,002.3
--------------------------------------------------------------------------------
Company-obligated mandatorily redeemable 
    preferred securities of partnership               100.0          100.0
Preference stock                                         --           25.0
Common shareowners' equity                          1,188.0        1,158.0
Commitments and contingencies
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY          $4,700.3       $4,704.9
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements

                                       5
<PAGE>

                                UTILICORP UNITED INC.
                CONSOLIDATED CONDENSED STATEMENTS OF PREFERENCE STOCK
                                            
                                                September 30,  December 31,
DOLLARS IN MILLIONS                                 1997           1996
--------------------------------------------------------------------------------
Preference Stock:                                (Unaudited)
  $2.05 series, 1,000,000 shares, redeemed           $--          $25.0
--------------------------------------------------------------------------------
TOTAL PREFERENCE STOCK                               $--          $25.0
--------------------------------------------------------------------------------


           CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREOWNERS' EQUITY
<TABLE>
<CAPTION>
                                           
                                                        September 30,           December 31,
DOLLARS IN MILLIONS                                         1997                    1996
-----------------------------------------------------------------------------------------------
<S>                                                     <C>                     <C>
Common Stock: authorized 100,000,000 shares, par value  (Unaudited)
  $1 per share, 53,753,800 shares outstanding 
  (53,293,645 at December 31, 1996 ); authorized 
  20,000,000 shares of Class A common stock, par 
  value $1 per share, none issued                          $53.8                   $53.3
Premium on Capital Stock                                 1,002.9                   991.7
Retained Earnings                                          148.9                   125.3
Treasury Stock, at cost (29,160 and 228,807 shares
  at September 30, 1997 and December 31, 1996, 
  respectively)                                             (1.2)                   (6.4)
Currency Translation Adjustment                            (16.4)                   (5.9)
----------------------------------------------------------------------------------------------
TOTAL COMMON SHAREOWNERS' EQUITY                        $1,188.0                $1,158.0
----------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.

                                       6
<PAGE>

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

                                                    Quarter Ended Sept. 30,
DOLLARS IN MILLIONS                                    1997           1996
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                          $24.9          $14.1
  Adjustments to reconcile net income to net cash 
    provided by operating activities:
    Depreciation, depletion and amortization           32.6           32.6
    Net changes in price risk management assets and
      liabilities                                     (16.2)         (16.3)
    Deferred income taxes and credits                  17.8           11.8
    Equity in earnings from investments and 
      partnerships                                    (16.7)         (23.8)
    Dividends from investments and partnerships        14.2           16.6
    Minority interests                                  1.4            2.0
    Changes in certain assets and liabilities:
      Accounts receivable, net                       (243.9)          (1.0)
      Accounts receivable sold                         (5.0)          27.4
      Inventories and supplies                        (42.0)         (28.9)
      Prepayments and other                            (4.1)          21.4
      Deferred charges, net                             3.0           18.9
      Accounts payable                                282.3           (8.2)
      Accrued liabilities                               3.7            2.1
      Other                                             (.5)          (6.7)
--------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES                  51.5           62.0
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to utility plant                          (35.0)         (34.6)
  Purchase of domestic businesses                        --          (53.9)
  Investments in international businesses               (.6)           (.8)
  Investments in energy related properties            (14.7)          (5.0)
  Other                                               (20.8)         (13.8)
--------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES                    (71.1)        (108.1)
--------------------------------------------------------------------------------

                                       7
<PAGE>
                                UTILICORP UNITED INC.
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED
                                           
                                                    Quarter Ended Sept. 30,
DOLLARS IN MILLIONS                                    1997           1996
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                              2.5            4.2
  Treasury stock acquired                               (.6)         (11.0)
  Retirement of long-term debt                        (12.5)         (26.1)
  Short-term borrowings (repayments), net              (1.1)          96.0
  Cash dividends paid                                 (23.7)         (21.5)
--------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES      (35.4)          41.6
--------------------------------------------------------------------------------
Decrease  in cash and cash equivalents                (55.0)          (4.5)
Cash and cash equivalents at beginning of period      164.0          148.8
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $109.0         $144.3
--------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.

                                       8
<PAGE>

                                UTILICORP UNITED INC.
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
                                        
                                                   Nine Months Ended Sept. 30,
DOLLARS IN MILLIONS                                    1997           1996
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $95.9          $77.7
  Adjustments to reconcile net income to net cash 
    provided by operating activities:
    Depreciation, depletion and amortization             95.7           96.5
    Net changes in price risk management assets and 
      liabilities                                       (12.4)         (17.8)
    Deferred income taxes and credits                    30.7           21.0
    Equity in earnings from investments and 
      partnerships                                      (54.1)         (82.7)
    Dividends from investments and partnerships          25.0           27.1
    Minority interests                                    5.3            6.2
    Provision for asset impairments                      26.5             --
    Loss on extinguishment of debt                        7.2             --
    Changes in certain assets and liabilities:
      Accounts receivable, net                           33.1           45.7
      Accounts receivable sold                           45.0           52.7
      Inventories and supplies                          (30.4)           9.0
      Prepayments and other                             (20.5)          21.2
      Deferred charges, net                               8.2           (4.9)
      Accounts payable                                   91.6          (21.3)
      Accrued liabilities, net                            1.7           34.7
      Other                                             (59.6)         (10.3)
--------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES                   288.9          254.8
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to utility plant                            (93.4)         (82.5)
  Purchase of domestic businesses                          --          (53.9)
  Investments in international businesses                (3.6)         (28.6)
  Investments in energy related properties              (23.6)         (22.0)
  Other                                                 (28.4)         (42.5)
--------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES                   (149.0)        (229.5)
--------------------------------------------------------------------------------

                                       9
<PAGE>

                                UTILICORP UNITED INC.
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED
                                          
                                                  Nine Months Ended Sept. 30,
DOLLARS IN MILLIONS                                    1997           1996
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                             13.2           31.3
  Treasury stock sold / (acquired)                      2.6          (11.0)
  Issuance of long-term debt                           20.1           25.0
  Retirement of long-term debt                       (106.5)         (26.1)
  Retirement of preference stock                      (25.0)            --
  Short-term borrowings (repayments), net              (0.1)          52.3
  Cash dividends paid                                 (71.0)         (63.2)
  Other                                                (1.3)            --
--------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES     (168.0)           8.3
--------------------------------------------------------------------------------
(Decrease) Increase  in cash and cash equivalents     (28.1)          33.6
Cash and cash equivalents at beginning of period      137.1          110.7
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $109.0         $144.3
--------------------------------------------------------------------------------
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.

FINANCIAL INSTRUMENTS

TRADING OPERATIONS

The company uses a variety of financial instruments in connection with price
risk management services provided by Aquila Energy Corporation, a wholly-owned
subsidiary of the company.  These financial instruments include forward
contracts which commit the company to purchase or sell energy in the future;
swap agreements which require payment to (or receipt of payments from)
counterparties based on the differential between specific prices for the related
commodity; futures and options contracts traded on the New York Mercentile
Exchange and other contractual arrangements.  The value of all the financial
instruments used for price risk management activities are recorded at market
value with changes in value reflected in the statement of income.

NON-TRADING ACTIVITIES FOR COMMODITY OPERATIONS

The company utilizes various exchange-traded and over-the-counter financial
instrument contracts to hedge anticipated purchases and sales of natural gas and
natural gas liquids.  The financial instruments used are futures, options,
forward contracts and price and basis swaps.  Financial instruments used for
non-trading activities are designated as a hedge at inception  where there is a
direct relationship to the price risk associated with the company's future sales
and purchases of commodities used in the company's operations.  Financial
instruments used to hedge anticipated transactions are accounted for under the
deferral method with gains and losses on these transactions recognized in sales
when the hedged transaction occurs.

VARIABLE LONG-TERM DEBT SECURITIES

The company has a $100 million interest rate swap agreement whereby the company
exchanges variable Australian dollar debt interest for fixed rate interest. 
Changes in the unrealized gains and losses on interest rate swap contracts do
not result in the realization or expenditure of cash 

                                       11
<PAGE>
                                UTILICORP UNITED INC.
                           NOTES TO CONSOLIDATED CONDENSED
                           FINANCIAL STATEMENTS--CONTINUED
                                     (UNAUDITED)
                                           

unless the contracts are terminated or the underlying debt is retired.  

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 March 
1997, study the company recorded a $15.5 million first quarter 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. 

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 $2.5 million per year in interest costs based on the October 1, 1997 
issuance of Senior Notes described in Note 9.
 
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.

                                       12
<PAGE>
                                UTILICORP UNITED INC.
                           NOTES TO CONSOLIDATED CONDENSED
                           FINANCIAL STATEMENTS--CONTINUED
                                     (UNAUDITED)
                                           

6.  EARNINGS PER SHARE

Primary and fully diluted earnings per share for the three months and nine
months ending September 30, 1997 and 1996 are as follows:



                                              Three Months 
                                                  Ended        Nine Months Ended
IN MILLIONS, EXCEPT PER SHARE AMOUNTS         September 30,       September 30,
--------------------------------------------------------------------------------
                                              1997     1996    1997         1996
--------------------------------------------------------------------------------
Earnings available for common shares         $24.9     $13.6   $95.6       $76.2
--------------------------------------------------------------------------------
Earnings per share:
  Primary:
    Earnings before extraordinary item        $.46      $.29   $1.91       $1.64
    Extraordinary item                          --        --    (.13)         --
--------------------------------------------------------------------------------
    Earnings available for common             $.46      $.29   $1.78       $1.64
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Fully Diluted:
    Earnings before extraordinary item        $.46      $.29   $1.91       $1.63
    Extraordinary item                          --        --    (.13)         --
--------------------------------------------------------------------------------
    Earnings available for common             $.46      $.29   $1.78       $1.63
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Weighted Average Shares Outstanding:
    Primary                                  53.76     46.60   53.56       46.51
    Fully Diluted                            54.01     46.91   53.84       46.84
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

7.  LONG-TERM GAS SUPPLY CONTRACTS

In 1996, the company realigned certain 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 decline in natural gas prices in the UK since December 31, 1996,  the
company increased its reserve in the first quarter 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. 

                                       13
<PAGE>

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

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 September 1997, the 
MPSC increased the size of its recommendation for rate reduction to $28.5 
million. In a separate filing with the MPSC, the company requested to 
increase electric rates by $24.6 million.  The MPSC is reviewing the 
company's position with the final order to be issued in March 1998.  The 
primary differences between these two dockets center on rate of return, 
capital structure, transition costs, depreciation methods 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 requests the MPSC approve the establishment of a $1 million fund to assist
low-income customers.

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.

9.  ISSUANCE OF SENIOR NOTES

On October 1, 1997, the company issued $150 million of 6.875% Senior Notes that
will mature in 2004.  The net proceeds from the issuance were used to reduce
short-term debt.

                                       14
<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.  THE BUSINESS SEGMENTS OF THE COMPANY INCLUDE THE
FOLLOWING BUSINESS GROUPS: UTILICORP ENERGY DELIVERY (UED), CONSISTING PRIMARILY
OF TRANSMISSION AND DISTRIBUTION UTILITY OPERATIONS; AQUILA ENERGY CORPORATION
(AQUILA), CONSISTING PRIMARILY OF ENERGY MARKETING (BOTH GAS AND ELECTRIC), AND
GAS PROCESSING, GATHERING AND  TRANSMISSION; 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.

UTILICORP ENERGY SOLUTIONS (UES), CONSISTING OF RETAIL GAS MARKETING, APPLIANCE
REPAIR AND SERVICE CONTRACTS, WAS REALIGNED DURING THE SECOND QUARTER OF 1997
INTO THE OPERATIONS OF UED AND AQUILA.  THE REALIGNMENT IS EXPECTED TO BETTER
LEVERAGE EXISTING SUPPORT FACILITIES, PROCESSES AND EXPERTISE. 

FORWARD-LOOKING INFORMATION

This Form 10-Q contains forward-looking information.  Although the company
believes that its expectations are based on reasonable assumptions, it can give
no assurance that its goals will be achieved.  Important factors that could
cause actual results to differ materially from those in the forward looking
statements herein include changes in the prices of natural gas, natural gas
liquids and electricity, future deregulation initiatives and their regulatory
actions against the company, specifically, the ongoing Missouri earnings
investigation, successful rollout of future products and services directly or
through alliances, changes in the future state or federal income tax rates and
laws, changes in the Canadian, Australian, New Zealand and British currencies
relative to the U.S. dollar and changes in interest rates.

 LIQUIDITY AND CAPITAL RESOURCES

Management believes that the company's liquidity and capital resources are
sufficient and provide adequate financial flexibility.  The company's operations
have historically generated strong positive cash flow, which, along with the
company's credit lines, accounts receivable sales programs, common stock
offerings and ability to issue public debt, have provided adequate liquidity to
meet the company's short-term and long-term cash requirements, including
requirements for acquisitions.  

The company uses its accounts receivable sales programs to efficiently manage
its working capital and provide immediate liquidity.  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 energy marketing business. 
At September 30, 1997, there was $5 million available under these programs.  In
addition to the accounts receivable sales program, the company can issue up to
$150 million of commercial paper which is supported by a $250 million revolving
credit agreement.  At September 30, 1997, there was $70 million in commercial
paper borrowings outstanding.

                                       15
<PAGE>

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. 

On October 1, 1997, the company issued $150 million of unsecured Senior Notes at
a coupon rate of 6.875 percent.  The seven year notes are not redeemable by the
company prior to maturity.  Proceeds from the issuance were used to reduce
short-term debt. 

CONSOLIDATED FINANCIAL CONDITION

Total assets have decreased by $4.6 million since December 31, 1996.  This 
decrease is mainly attributable to a decrease in cash and cash equivalents of 
$28.1 million which can be explained in the consolidated condensed statements 
of cash flows for the nine months ended September 30, 1997 and a decrease in 
accounts receivable of $64.1 million which reflects the additional $45 
million of accounts receivable sold under the accounts receivable sales 
program.  These decreases have mainly been offset by increases in inventories 
and supplies and price risk management assets.  These increases reflect the 
increased trading at Aquila.  Total liabilities have decreased by $9.6 
million since December 31, 1996.  The decrease is mainly attributable to 
reductions in other current liabilities of $58.8 million and long-term debt 
of $100.8 million. The decrease in other current liabilities reflects 
purchase gas adjustments for differences in gas prices paid by the company 
and gas rates actually billed to the customer.  These differences, which may 
reflect charges greater or less than amounts actually billed to the customer, 
are adjusted periodically so that billing rates  will reflect the actual 
costs of gas paid by the company.  The decrease in long-term debt mainly 
reflects the early extinguishment of debt as described in Note 4 of the 
financial statements.  The most significant fluctuations offsetting these 
decreases were increases in accounts payable and price risk management 
liabilities.  Both of these reflect the increased trading volumes at Aquila 
as its wholesale energy business continues to expand. 

The remaining increases and decreases in the components of the company's
financial position reflects normal operating activity.  

RESULTS OF OPERATIONS

The results of operations for the 1997 and 1996 periods have been impacted by
several items which do not have a continuing effect on the company's financial
position or results of operations.  The consolidated 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                       Nine  Months Ended
                                                         September 30,                         September 30,
--------------------------------------------------------------------------------------------------------------------
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                                 $78.4      $.46    $60.8     $.29    $275.0    $1.78     $237.8    $1.64

NON-RECURRING ITEMS:
Merger termination fee (Note 2)                --        --       --       --     (53.0)    (.61)        --       --
Provision for asset impairments (Note 3)       --        --       --       --      26.5      .31         --       --
Reserve for long-term gas supply
  contracts and other reserves (Note 7)        --        --       --       --       6.5      .07         --       --
Write-off of deferred merger costs, net (a)    --        --     11.0      .15        --       --       11.0      .15
Gain on sales lease, net (b)                   --        --       --       --        --       --      (20.9)    (.26)
Loss on extinguishment of debt (Note 4)        --        --       --       --        --      .13         --       --
--------------------------------------------------------------------------------------------------------------------
NORMALIZED                                  $78.4      $.46    $71.8     $.44    $255.0    $1.68     $227.9    $1.53
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       16
<PAGE>

a)  In 1996, the company expensed deferred merger costs, net of a termination
    fee received, resulting in a pre-tax charge of $11 million.

b)  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 1996 EBIT by $20.9 million.

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:

                                              Quarter Ended   Nine Months Ended
                                              September 30,     September 30,
--------------------------------------------------------------------------------
DOLLARS IN MILLIONS                          1997      1996     1997     1996
--------------------------------------------------------------------------------
Sales:
   Electric                                $173.8    $156.8   $424.5   $398.0
   Gas                                       69.7      60.8    524.2    478.4
   Other                                     51.3      31.0    180.8     91.7
   Purchases from Generation                (91.6)    (80.6)  (233.8)  (216.0)
--------------------------------------------------------------------------------
Total net sales                             203.2     168.0    895.7    752.1
--------------------------------------------------------------------------------
Cost of sales:
   Electric                                   3.2       3.2     10.5     10.8
   Gas                                       32.4      25.9    329.5    288.9
   Other                                     43.7      21.1    154.3     64.7
--------------------------------------------------------------------------------
Total cost of sales                          79.3      50.2    494.3    364.4
--------------------------------------------------------------------------------
Gross profit                                123.9     117.8    401.4    387.7
--------------------------------------------------------------------------------
Operating expenses:
    Other operating                          56.2      54.8    171.0    161.8
    Maintenance                               7.7       6.5     20.3     19.0
    Taxes, other than income taxes           14.7      13.3     41.5     38.9
    Depreciation and amortization            17.7      17.0     52.1     52.2
--------------------------------------------------------------------------------
Total operating expenses                     96.3      91.6    284.9    271.9
--------------------------------------------------------------------------------
Income from operations                       27.6      26.2    116.5    115.8
Other income                                  2.2       4.6      5.1      8.3
--------------------------------------------------------------------------------
EBIT                                        $29.8     $30.8   $121.6   $124.1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

QUARTER-TO-QUARTER

EBIT in 1997 compared to the 1996 quarter is down $1.0 million or 3%.  The
decrease in EBIT mainly results from an increase in operating expenses of $4.7
million and a decrease in other income of $2.4 million. Operating expenses
increased by $2.2 million due to inflation, higher depreciation of $.7 million
related to plant additions and $.9 million related to the realignment of certain
operations. Other income decreased in 1997 due to certain one time asset sales
that occurred in 1996. These unfavorable items were partially offset by customer
growth of 2% and favorable weather conditions which increased margins by $3.2
million and $2.8 million, respectively. 

                                       17
<PAGE>

YEAR-TO-DATE 

EBIT in 1997 for the nine months ended September 30, was down $2.5 million
compared to 1996.  The lower EBIT mainly results from unfavorable weather,
inflation and costs related to the realignment of certain operations which
reduced EBIT by $6.6 million, $6.6 million and $3.7 million, respectively.  In
addition, other income decreased by $3.2 million due to certain one time asset
sales that occurred in 1996.  These unfavorable items were partially offset by
customer growth of 2%, a renegotiated purchase power contract and  gas rate
increases which increased  EBIT by $11.5 million, $1.4 million and $4.8 million,
respectively. 

GENERATION

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


                                              Quarter Ended  Nine Months Ended
                                              September 30,     September 30,
--------------------------------------------------------------------------------
DOLLARS IN MILLIONS                          1997      1996     1997     1996
--------------------------------------------------------------------------------
Sales to Energy Delivery                    $91.6     $80.6   $233.8   $216.0
Cost of sales                                55.0      46.9    133.7    122.8
--------------------------------------------------------------------------------
Gross profit                                 36.6      33.7    100.1     93.2
--------------------------------------------------------------------------------
Operating expenses:
    Other operating                          12.2      12.5     35.5     37.4
    Maintenance                               4.1       2.9     11.6     10.5
    Taxes, other than income taxes            1.7       1.6      5.2      5.0
    Depreciation and amortization             4.1       4.2     12.1     13.0
--------------------------------------------------------------------------------
Total operating expenses                     22.1      21.2     64.4     65.9
--------------------------------------------------------------------------------
Income from operations                       14.5      12.5     35.7     27.3
Equity in earnings of investments and 
  partnerships                                5.5       5.8     20.5     40.2
Other income (expense)                         --       (.6)      .3      (.5)
--------------------------------------------------------------------------------
EBIT                                         20.0      17.7     56.5     67.0
Non-recurring items:
    Gain on sales lease of a power
      project, net                             --        --       --    (20.9)
--------------------------------------------------------------------------------
Normalized EBIT                             $20.0     $17.7    $56.5    $46.1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

QUARTER-TO-QUARTER

Generation's 1997 third quarter normalized EBIT was $2.3 million or 13% above 
the 1996 quarter.  This increase was primarily due to a 11% increase in 
off-system sales volumes due to hot July weather, supplemented by low cost 
hydro power purchases.  This improvement at the gross profit level was 
partially offset by timing of maintenance projects that were completed in the 
third quarter.

YEAR-TO-DATE

Generation's 1997 normalized EBIT for the nine months ended September 30, 1997, 
was $10.4 million or 23% above the 1996 period.  Both sales and gross profits
improved due to additional off-system sales margins.  For the 1997 period, off
system sales volumes increased 72% over 1996 due to favorable summer conditions
discussed above and opportunities related to the spring and fall outage season. 
Unplanned outages at other utilities, price volatility and excess hydro

                                       18
<PAGE>

power availability contributed to the off-system opportunity.  EBIT also 
benefited from staff reductions that took effect at the end of 1996.

AQUILA ENERGY

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

<TABLE>
<CAPTION>
                                               Quarter Ended     Nine Months Ended 
                                               September 30,       September 30, 
-------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                           1997     1996       1997       1996
-------------------------------------------------------------------------------------
<S>                                         <C>        <C>      <C>        <C>
Sales:
   Energy marketing                         $1,812.0   $506.8   $4,234.9   $1,300.5
   Gas sales, transmission and processing       92.7     87.8      286.5      276.9
-------------------------------------------------------------------------------------
Total sales                                  1,904.7    594.6    4,521.4    1,577.4
-------------------------------------------------------------------------------------
Cost of sales:
   Cost of energy marketing                  1,773.3    493.8    4,148.9    1,253.9
   Cost of gas gathering and processing         68.8     62.1      207.7      196.5
-------------------------------------------------------------------------------------
Total cost of sales                          1,842.1    555.9    4,356.6    1,450.4
-------------------------------------------------------------------------------------
Gross profit                                    62.6     38.7      164.8      127.0
-------------------------------------------------------------------------------------
Operating expenses:
    Operating and maintenance                   30.5     20.5       81.3       62.1
    Depreciation, depletion and amortization     7.0      6.7       19.9       19.7
    Provision for asset impairments               --       --       15.5         --
-------------------------------------------------------------------------------------
Total operating expenses                        37.5     27.2      116.7       81.8
-------------------------------------------------------------------------------------
Income from operations                          25.1     11.5       48.1       45.2
Minority interest expense and other              2.3      4.1        7.6        8.9
-------------------------------------------------------------------------------------
EBIT                                            22.8      7.4       40.5       36.3
Non-recurring items:
   Provision for asset impairments                --       --       15.5         --
-------------------------------------------------------------------------------------
Normalized EBIT                                $22.8     $7.4      $56.0      $36.3
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
</TABLE>

QUARTER-TO-QUARTER

The 1997 normalized EBIT increased $15.4 million or 208% versus the comparable
quarter in 1996.  This increase is due to the 1997 margins of $62.6 million
($35.2 million and $27.4 million related to Aquila Energy Marketing (AEM) and
Aquila Gas Pipeline (AQP), respectively), exceeding the 1996 margins of $38.7
million ($9.2 million and $29.5 million related to AEM and AQP, respectively) by
$23.9 million. 

Gas marketing volumes at AEM increased 228% for the 1997 quarter compared to 
the 1996 quarter due to the planned expansion of this business.  The 
additional volumes and volatile gas prices added $16.8 million of margin to 
the 1997 quarter compared to 1996.  The power marketing business experienced 
a 1,202% increase in GWH sold in the 1997 quarter versus 1996.  The power 
marketing business was in a start-up phase in 1996.  For the 1997 quarter, 
this business turned profitable and contributed $5.3 million of additional 
margin to the 1997 quarter compared to 1996.  The retail gas marketing 
businesses which were aligned into Aquila during the second quarter of 1997, 
improved margins by $3.0 million compared to 1996.

Sales and costs of sales for AQP were up due to a 4% increase in throughput, a
5% increase in natural gas prices and a 37% increase in marketed volumes. 
However, gross profits related to AQP are down  $2.1 million due to a 10%
decrease in natural gas liquid (NGL) production, and a 9% decrease in NGL
prices.  NGL margins are very sensitive to changes in prices as a $.01

                                       19
<PAGE>

change in price per gallon has a $1.9 million impact on EBIT for the year.  
The lower NGL production is mainly due to leaner gas which reduces liquid 
extraction. NGL price movements are due to many factors including the price 
of gas, gas processing capability and various other economic conditions.  The 
throughput volumes for the quarter were slightly above the prior year's 
level, but are expected to remain flat to slightly down compared to prior 
year periods.  The pricing differential between the Katy Hub (located in 
Eastern Texas) and the Waha Hub (Located in Western Texas) affecting margins 
on AQP's Oasis Pipe Line investment continued to be at relatively low levels 
for the quarter.

The increase in operating expenses is primarily the result of hiring additional
marketers, traders and support staff to implement Aquila's growth strategy.

YEAR-TO-DATE

The 1997 normalized EBIT increased $19.7 million or 54% versus the comparable
quarter in 1996.  This increase is due to the 1997 margins of $164.8 million
($71.5 million and $93.3 million related to AEM and AQP, respectively),
exceeding the 1996 margins of $127.0 million ($34.7 million and $92.3 million
related to Aquila marketing and AQP, respectively) by $37.8 million.   

A significant portion of the increase in margins is related to wholesale energy
marketing, as total volumes for gas and power marketing increased by 234% and
1,432% respectively, due to the expansion of the business.  These increases
improved overall margins by $36.8 million. 

Sales and costs of sales for AQP were up due to a 9% increase in natural gas
prices, a 3% increase in NGL prices and a 60% increase in marketed volumes. 
However, gross profits related to AQP are only slightly up due to a 5% decrease
in NGL production, and a 2% decrease in throughput volumes.  

The increase in operating expenses is primarily the result of hiring additional
marketers, traders and support staff to implement Aquila's growth strategy.

                                       20
<PAGE>

INTERNATIONAL

<TABLE>
<CAPTION>
                                                Quarter Ended      Nine Months Ended
                                                September 30,         September 30, 
-------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                             1997     1996       1997       1996
-------------------------------------------------------------------------------------
<S>                                            <C>      <C>      <C>         <C>
Sales:
  Electric (Canada)                            $20.7    $21.9    $  67.4     $ 69.1
  Gas Marketing ( United Kingdom)               35.1     26.5      144.4      125.9
-------------------------------------------------------------------------------------
Total Sales                                     55.8     48.4      211.8      195.0
-------------------------------------------------------------------------------------
Cost of Sales:
  Cost of fuel and purchased power (Canada)      6.2      6.0       20.8       20.4
  Cost of gas marketing (United Kingdom)        35.4     27.6      148.9      122.8
-------------------------------------------------------------------------------------
Total Cost of sales                             41.6     33.6      169.7      143.2
-------------------------------------------------------------------------------------
Gross Profit                                    14.2     14.8       42.1       51.8
-------------------------------------------------------------------------------------
Operating expenses:
  Other operating                                5.2      5.2       15.0       18.2
  Maintenance                                    2.5      1.6        7.7        6.5
  Taxes, other than income taxes                 2.9      3.1        8.7        9.3
  Depreciation and amortization                  2.7      3.0        8.3        8.5
-------------------------------------------------------------------------------------
Total Expense                                   13.3     12.9       39.7       42.5
-------------------------------------------------------------------------------------
Income from operations                            .9      1.9        2.4        9.3
Equity earnings in subsidiaries and 
  partnerships                                  11.5     18.1       34.3       42.7
Other income                                     2.2      1.5        3.7        2.0
-------------------------------------------------------------------------------------
EBIT                                            14.6     21.5       40.4       54.0
Non-recurring item :
  UK gas contracts reserve                        --       --        5.0         --
-------------------------------------------------------------------------------------
Normalized EBIT                                $14.6    $21.5      $45.4      $54.0
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
</TABLE>

QUARTER-TO-QUARTER

International normalized EBIT decreased $6.9 million or 32% in 1997 compared 
to 1996.  This decrease was primarily due to an EBIT decrease of $7.2 million 
from the Australian operations.  The  decrease in  Australian EBIT reflects 
the impact from lower exchange rates, a current court ruling on the 
non-deductibility of certain expenses for tax purposes, the timing of certain 
revenues and expenses and continued market pressures on profit margins as 
additional customers become subject to competition in the retail market.

YEAR-TO-DATE

International's  normalized EBIT decreased $8.6 million or 16% in 1997 compared
to 1996.  This decrease was primarily due to a $4.5 million and $3.9 million
decrease in EBIT in the United Kingdom (UK) and  Australian operations,
respectively. The $4.5 million decrease in UK EBIT mainly reflects the
realization of unfavorable long-term gas supply contracts that did not begin
until the fourth quarter of 1996.  The $3.9 million decrease in EBIT for the
Australian operations primarily reflects lower exchange rates, a current court
ruling on the non-deductibility of certain expenses for tax purposes and
continued market pressures on profit margins as additional customers become
subject to competition in the retail market.

                                       21
<PAGE>

NEW ZEALAND JOINT VENTURE

Mercury Energy and UtiliCorp N.Z., Inc. (a 79% owned subsidiary of the 
company) announced a proposal in June 1997 to establish a 50-50 joint venture 
whereby their existing shareholdings of Power New Zealand (PNZ) will be 
placed in a new holding company which will have effective control (64 
percent) of PNZ's capital. The  holding company will offer minority 
shareholders $6 NZ per share with the intention of acquiring 100 percent of 
PNZ.  As a result of their controlling position, the partners will move 
quickly to capture the savings available from a cooperative approach to 
operating the businesses of Mercury Energy and PNZ.  Upon execution, the 
proposal is conditional on obtaining various regulatory approvals.

NEW  ENERGYONE PARTNERSHIP

The company and PECO Energy Company announced in June 1997 the establishment of
EnergyOne, L.L.C., the industry's first nationwide branded energy marketing
company designed to speed the benefits of competition to other utilities and
consumers.  EnergyOne serves as the management clearing house responsible for
developing relationships with suppliers, evaluating and selecting new products
and services, and establishing wholesale pricing mechanisms.  Participating
utilities serve as retail distributors of the products, drawing upon EnergyOne's
national marketing identity and support.  Both the company and PECO Energy hold
a 50 percent equity interest in EnergyOne and are the initial retail
distributors.  EnergyOne obtains revenues from franchise, royalty and
transaction fees from participating distributors and suppliers.

For the quarter and year-to-date periods ended September 30, 1997, the 
company's investment in the EnergyOne partnership reduced the company's EBIT 
by $3.4 million and $6.2 million, respectively.

INTERNALLY DEVELOPED SOFTWARE

The company is in the process of developing certain software systems to 
upgrade its financial and customer information systems.  The new systems will 
provide the support and information needed to achieve the operational 
strategies of the company.  In connection with these new systems, the primary 
year 2000 issues will be solved.  The financial systems are anticipated to be 
installed by mid-1998 and the customer information system by 1999. 

NEW ACCOUNTING STANDARD

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income" (SFAS
130).  SFAS 130 established standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements.  Comprehensive income is defined as all changes in equity
during a period except those resulting from investments by owners and
distributions to owners.  This statement focuses on disclosure and will result
in the company displaying a separate financial statement illustrating the
movements and components of comprehensive income.  SFAS 130 is required to be
adopted in fiscal years beginning after December 15, 1997.

                                       22
<PAGE>

PART II
OTHER INFORMATION

ITEM 6. EXHIBITS 

    (a)  List of Exhibits

4   Ninth Supplement Indenture, dated as of September 1, 1997.

11  Statement regarding Computation of Per Share Earnings.

27  Financial Data Schedule--For the nine months ended September 30, 1997.

                                       23

<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: November 14, 1997


By:  /s/ James S. Brook
    ---------------------------
    James S. Brook
    Vice President and Controller

Date: November 14, 1997

                                       24