<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                                   FORM 10-Q/A

                              Amendment No. 1 to
                              the Quarterly Report
                              Pursuant to Section
                               13 or 15(d) of the
                              Securities Exchange
                                Act of 1934 on
                               Form 10-Q For the
                                 Quarter Ended
                                 June 30, 1995
    
                              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.)


       3000 Commerce Tower, 911 Main, Kansas City, Missouri         64105
--------------------------------------------------------------------------------
                   (Address of principal executive offices)      (Zip Code)


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

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


     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 issuer's classes
of common stock, as of the latest practicable date.

             Class                                 Outstanding at August 3, 1995
-----------------------------                      -----------------------------
   Common Stock, $1 par value                                45,545,008

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

   
     Information regarding the condensed consolidated financial statements is
set forth on pages 3 through 10.
    

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 11 through 15.
    

                           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


     See information provided in Item 4 of Part II in the Form 10-Q for the
first quarter of 1995.

ITEM 5.  OTHER INFORMATION


     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     Exhibits and reports on Form 8-K can be found on page 16.

                                        2
<PAGE>

Part 1--Financial Information
Item 1--Financial Statements





   
<TABLE>
<CAPTION>

UTILICORP UNITED INC.
CONSOLIDATED STATEMENTS OF INCOME                        Three Months Ended
(Unaudited)                                                   June 30
-------------------------------------------------------------------------------
IN MILLIONS, EXCEPT PER SHARE                           1995           1994
-------------------------------------------------------------------------------
<S>                                                  <C>            <C>
Sales                                                $    600.8     $    516.3
Cost of sales                                             404.2          329.7
-------------------------------------------------------------------------------
GROSS PROFIT                                              196.6          186.6
-------------------------------------------------------------------------------

Operating, administrative & maintenance expense           123.8          118.3
Depreciation, depletion & amortization                     37.9           36.9
-------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                     34.9           31.5
-------------------------------------------------------------------------------

Interest expense--long term debt                           25.0           21.9
Interest expense--short term debt and
 other interest, net                                        5.1            1.5
Equity in earnings of investments and
 partnerships                                              (5.8)          (5.0)
Minority interests                                          0.8            0.7
-------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                                9.9           12.3
-------------------------------------------------------------------------------
INCOME TAXES                                                2.6            4.9
-------------------------------------------------------------------------------
NET INCOME                                                  7.2            7.4
-------------------------------------------------------------------------------
PREFERENCE DIVIDENDS                                        0.5            0.8
-------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON SHARES                  $     6.7       $    6.6
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
WEIGHED AVERAGE COMMON SHARES OUTSTANDING:
      Primary                                              45.05          44.38
      Fully diluted                                        45.55          44.38
-------------------------------------------------------------------------------
EARNINGS PER COMMON SHARE:
Primary                                               $      .15      $     .15
Fully diluted                                                .15            .15
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
    
See accompanying notes to condensed consolidated financial statements.


                                        3

<PAGE>




   
<TABLE>
<CAPTION>
UTILICORP UNITED INC.
CONSOLIDATED STATEMENTS OF INCOME                         Six Months Ended
(Unaudited)                                                   June 30,
-------------------------------------------------------------------------------
IN MILLIONS, EXCEPT PER SHARE                            1995           1994
-------------------------------------------------------------------------------
<S>                                                  <C>            <C>
Sales                                                $  1,327.1     $  1,289.7
Cost of sales                                             894.3          878.9
-------------------------------------------------------------------------------
GROSS PROFIT                                              432.8          410.8
-------------------------------------------------------------------------------

Operating, administrative & maintenance expense           240.9          224.0
Depreciation, depletion & amortization                     75.4           73.0
-------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                    116.5          113.8
-------------------------------------------------------------------------------

Interest expense--long term debt                           49.2           43.9
Interest expense--short term debt
 and other interest, net                                    9.7            3.0
Equity in earnings of investments and partnerships         (7.9)          (9.1)
Minority interests                                          1.4            1.6
-------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                               64.1           74.4
-------------------------------------------------------------------------------
INCOME TAXES                                               24.7           28.0
-------------------------------------------------------------------------------
NET INCOME                                                 39.4           46.4
-------------------------------------------------------------------------------
PREFERENCE DIVIDENDS                                        1.0            2.4
-------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON SHARES                 $     38.4     $     44.0
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Primary                                                 44.93          43.33
   Fully diluted                                           45.43          43.90
-------------------------------------------------------------------------------
EARNINGS PER COMMON SHARE:
Primary                                               $      .85     $     1.02
Fully diluted                                                .85           1.01
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>
    

See accompanying notes to condensed consolidated financial statements.


                                        4

<PAGE>
                              UTILICORP UNITED INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

   
<TABLE>
<CAPTION>


                                               June 30,          December 31,
------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                1995                  1994
------------------------------------------------------------------------------
                                              (unaudited)
<S>                                            <C>                   <C>
ASSETS
UTILITY PLANT IN SERVICE:
   Electric                                    $  1,602.3            $  1,578.7
   Gas                                            1,045.2                 954.6
 ...............................................................................
                                                  2,647.5               2,533.3
   Less-accumulated depreciation                    973.1                 923.0
 ...............................................................................
Net utility plant in service                      1,674.4               1,610.3
Construction work in progress                        43.8                  23.3
 ...............................................................................
TOTAL UTILITY PLANT, NET                          1,718.2               1,633.6
 ...............................................................................
Non-Regulated Property, Net:
   Energy related                                   597.1                 544.5
   Non-regulated generating assets and other        341.9                 236.8
 ...............................................................................
TOTAL NON-REGULATED PROPERTY                        939.0                 781.3
 ...............................................................................
Current Assets:
   Cash and cash equivalents                         62.6                  67.2
   Funds on deposit                                  39.3                  44.8
   Accounts receivable, net                         143.1                 144.1
   Accrued utility revenues                          38.2                  71.5
   Fuel inventory, at average cost                   58.3                  95.0
   Materials and supplies, at average cost           40.3                  39.3
   Assets from price risk management
    activities                                       18.5                    --
   Prepayments and other                             44.3                  51.9
 ...............................................................................
TOTAL CURRENT ASSETS                                444.6                 513.8
 ...............................................................................
DEFERRED CHARGES AND ASSETS FROM PRICE RISK
 MANAGEMENT ACTIVITIES                              259.0                 182.4
 ...............................................................................
TOTAL ASSETS                                   $  3,360.8            $  3,111.1
------------------------------------------------------------------------------
------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
   Common shareholders' equity                 $    921.9            $    906.8
   Preference and preferred stock                    25.4                  25.4
   Company-obligated mandatorily redeemable
       preferred securities of partnership          100.0                   -
   Long-term debt, net                            1,073.7                 976.9
 ...............................................................................
TOTAL CAPITALIZATION                              2,121.0               1,909.1
 ...............................................................................
MINORITY INTERESTS                                   29.8                  28.4
 ...............................................................................
CURRENT LIABILITIES:
   Current maturities of long-term debt             134.7                 138.8
   Short-term debt                                  207.9                 182.4
   Accounts payable                                 286.3                 340.3
   Accrued taxes                                      4.6                  21.0
   Accrued interest                                  23.4                  22.1
   Liabilities from price risk management
    activities                                       34.4                    --
   Other                                             69.0                  89.0
 ...............................................................................
TOTAL CURRENT LIABILITIES                           760.3                 793.6
 ...............................................................................
DEFERRED CREDITS AND LIABILITIES:
   Deferred income tax liabilities                  293.5                 279.4
   Investment tax credits                            20.4                  21.0
   Liabilities from price risk management
    activities and other                            135.8                  79.6
 ...............................................................................
TOTAL DEFERRED CREDITS AND LIABILITIES              449.7                 380.0
 ...............................................................................
COMMITMENTS AND CONTINGENCIES
 ...............................................................................
TOTAL CAPITALIZATION AND LIABILITIES           $  3,360.8            $  3,111.1
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
    

See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>

<TABLE>
<CAPTION>
                               UTILICORP UNITED INC.

          CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION

                                                           June 30, December 31,
-------------------------------------------------------------------------------
DOLLARS IN MILLIONS EXCEPT PER SHARE                          1995        1994
-------------------------------------------------------------------------------
                                                (unaudited)
<S>                                                          <C>          <C>
COMMON SHAREHOLDERS' EQUITY:
  Common stock, par value $1 per share, authorized
   100,000,000 shares, outstanding 45,344,229 shares
   (44,827,135 at December 31, 1994)                         $  45.3     $  44.8
  Premium on capital stock                                     779.6       774.2
  Retained earnings                                            106.1       107.0
  Treasury stock, at cost, 227,587 shares
   at December 31, 1994                                          -          (6.6)
  Currency translation adjustment                               (9.1)      (12.6)
 .................................................................................
TOTAL COMMON SHAREHOLDERS' EQUITY                              921.9       906.8
 .................................................................................
PREFERENCE STOCK, NOT MANDATORILY REDEEMABLE,
  $2.05 SERIES, WITHOUT PAR VALUE, AUTHORIZED
  10,000,000 SHARES, OUTSTANDING 1,000,000 SHARES               25.0        25.0
 .................................................................................
PREFERRED STOCK OF SUBSIDIARY, RETRACTABLE                        .4          .4
 .................................................................................
COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
     SECURITIES OF PARTNERSHIP                                 100.0         -
 .................................................................................
LONG-TERM DEBT, NET                                          1,073.7       976.9
 .................................................................................
TOTAL CAPITALIZATION                                      $  2,121.0  $  1,909.1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                        6


<PAGE>
                              UTILICORP UNITED INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
   
<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                        June 30,
----------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                               1995           1994
----------------------------------------------------------------------------------------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                     $  7.2         $  7.4
   Adjustments to reconcile net income to net
    cash provided from operating activities:
      Depreciation, depletion and amortization                      36.8           38.8
      Net changes in price risk management activities               (2.9)            -
      Deferred taxes and investment tax credits                      5.7            4.2
      Changes in certain current assets and liabilities,
       net of effects of acquisition:
         Accounts receivable and accrued revenues                   84.8          100.6
         Accounts receivable sold                                  (51.3)         (34.0)
         Fuel and materials                                         (3.5)         (19.3)
         Accounts payable                                           (3.6)         (28.8)
         Accrued taxes                                             (47.4)          (8.8)
         Other                                                     (24.5)          (9.2)
      Changes in other assets and liabilities, net                 (17.7)          (2.5)
----------------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED FROM OPERATING ACTIVITIES                 (16.4)          48.4
----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to utility plant                                      (30.4)         (30.0)
   Investments in international businesses                         (43.2)           -
   Investments in non-regulated generating assets                  (59.0)           -
   Investments in energy related properties                        (56.1)         (28.2)
   Other                                                            (1.4)          (8.4)
----------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES                                (190.1)         (66.6)
----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock                                          9.7            0.2
   Treasury stock sold                                               2.3            -
   Retirement of preference stock                                    -             (0.9)
    Issuance of Company-obligated mandatorily redeemable
        preferred securities of partnership                        100.0            -
   Issuance of long-term debt                                      104.1            1.4
   Retirement of long-term debt                                     (6.0)          (9.5)
   Short-term borrowings (repayments), net                         (21.5)          84.9
   Cash dividends paid                                             (20.0)         (19.7)
----------------------------------------------------------------------------------------
CASH PROVIDED FROM FINANCING ACTIVITIES                            168.6           56.4
----------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                   (37.9)          38.2
Cash and cash equivalents at beginning of period                   100.5           42.4
----------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $  62.6        $  80.6
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for -
      Interest, net of amount capitalized"                       $  39.1        $  28.8
      Income taxes                                                   7.4            3.5
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>
    

See accompanying notes to condensed consolidated financial statements.


                                        7


<PAGE>
                              UTILICORP UNITED INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)



   
<TABLE>
<CAPTION>

                                                                        Six Months Ended
                                                                            June 30,
-----------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                                   1995        1994
-----------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                     $     39.4  $     46.4
   Adjustments to reconcile net income to net
      cash provided from operating activities:
      Depreciation, depletion and amortization                          73.4        77.0
      Net changes in price risk management activities                   (1.9)        -
      Deferred taxes and investment tax credits                         13.5         2.5
      Changes in certain current assets and liabilities:
         Accounts receivable and accrued revenues                       40.8        83.2
         Accounts receivable sold                                       (6.6)       (3.4)
         Fuel and materials                                             35.7         8.2
         Accounts payable                                              (54.0)      (81.2)
         Accrued taxes                                                 (16.4)       13.0
         Other                                                         (11.1)       14.9
   Changes in other assets and liabilities, net                         (5.0)      (25.1)
-----------------------------------------------------------------------------------------
CASH PROVIDED FROM OPERATING ACTIVITIES                                107.8       135.5
-----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
   Additions to utility plant                                          (50.4)      (51.2)
   Purchase of utility operations                                     (100.9)        -
   Investments in international businesses                             (43.2)        -
   Investment in non-regulated generating assets                       (59.0)       (0.7)
   Investments in energy related properties                            (59.4)      (39.2)
   Other                                                                 2.8       (16.7)
-----------------------------------------------------------------------------------------
CASH USED FOR INVESTMENT ACTIVITIES                                   (310.1)     (107.8)
-----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock                                             12.4         0.4
   Treasury stock sold                                                   6.6         -
   Retirement of preference stock                                        -          (0.9)
    Issuance of Company-obligated mandatorily redeemable
        preferred securities of partnership                            100.0         -
   Issuance of long-term debt                                          104.1         5.9
   Retirement of long-term debt                                        (11.3)       (9.6)
   Short-term borrowings (repayments), net                              25.6        40.1
   Cash dividends paid                                                 (39.7)      (38.9)
-----------------------------------------------------------------------------------------
CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES                     197.7        (3.0)
-----------------------------------------------------------------------------------------
Increase in cash and cash equivalents                                   (4.6)       24.7
Cash and cash equivalents at beginning of period                        67.2        55.9
-----------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $     62.6  $     80.6
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for-
      Interest, net of amount capitalized                         $     61.9  $     46.2
      Income taxes                                                       7.4         4.7
-----------------------------------------------------------------------------------------
Liabilities Assumed In Acquisition -
   Fair value of assets acquired                                 $     114.0   $     -
   Cash paid for acquisition                                           100.9         -
   Liabilities assumed                                                  13.1         -
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------

</TABLE>
    

See accompanying notes to condensed consolidated financial statements.

                                        8

<PAGE>

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


(1)  Summary of Significant Accounting Policies:  The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance
with the accounting policies described in the consolidated financial statements
and related notes included in the company's 1994 Annual Report to Shareholders
incorporated by reference in the company's 1994 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 the company's
audited financial statements, but do not include all disclosures required by
generally accepted accounting principles.  In the opinion of management, the
accompanying condensed consolidated financial statements reflect all 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 revenues and expenses during the
reporting periods shown have been made in preparing the consolidated financial
statements.  Actual results could differ from these estimates.

(2)  Certain reclassifications have been made to prior year amounts to conform
to current year's presentation.

(3)  On June 5, 1995, the company issued $100 million of 6.375 percent senior
notes due in 2005.  Net proceeds of $99.3 million were used to reduce short-term
debt.  This debt is the initial securities issued under a $200 million shelf
registration of debt securities.

(4)  On June 5, 1995, UtiliCorp Capital L.P., a limited partnership of which the
company is the general partner, issued 4,000,000 shares of 8.875 percent
Cumulative Monthly Income Preferred Securities, Series A, for $100 million.  The
limited partnership interests represented by the preferred securities are
redeemable at the option of UtiliCorp Capital, after June 12, 2000, at $25 per
preferred security plus accrued interest and unpaid dividends.  Holders of the
securities are entitled to receive dividends at an annual rate of 8.875 percent
of the liquidation preference value of $25.  Dividends are payable monthly, and
in substance are tax deductible by the company.  The securities are shown as
Company-obligated mandatorily redeemable preferred securities of a partnership
on the consolidated balance sheet.  The net proceeds were used to reduce short-
term debt.

(5)  On May 22, 1995, the company purchased a 50 percent ownership interest for
$59 million in cash in a partnership that owns and operates a chemical recovery
and cogeneration facility at the James River Corporation's pulp and paper mill
in Alabama.

(6)  In June 1995, the company was named a Potentially Responsible Party (PRP)
at a site where the company legally disposed of automotive waste.  The company
expects to enter into a deminimis settlement with the Environmental Protection
Agency (EPA).  The company estimates its liability is less than $.1 million.
The United States EPA also indicated that the company is a PRP at a site where
the company legally disposed of PCB, a chemical sometimes used in electric
transformers.  The company is one of 1,440 other named parties at this site.
The company estimates its liability is less than $.1 million.

(7) See Management's Discussion and Analysis of Financial Condition and Results
of Operations on page 11 for information relating to the purchase of United
Energy.

   
    

   
(8) Effective January 1, 1995 the company adopted the mark-to-market
method of accounting (MTM) for domestic natural gas trading activities. Under
MTM, natural gas forwards, futures, swaps, options and other financial
instruments are recorded at fair value, net of future servicing costs and
reserves, and recognized as revenue upon contract execution in the Condensed
Consolidated Statements of Income.  The resulting unrealized gains and losses
are recorded as Assets and Liabilities from Risk Management Activities in the
accompanying Condensed Consolidated Balance Sheets. This change was made to
more fairly present the current results of the company's operations related
to this business and to recognize that value is created and the earnings
process completed when the contractual commitments are finalized.
    



                                       9

<PAGE>

   
     Current period changes in the assets and liabilities from risk
management activities are recognized as revenues in the Condensed
Consolidated Statements of Income.  The changes in the assets and liabilities
primarily result from newly originated transactions, changes in the price of
natural gas, the timing of settlements related to these contracts and changes
in the various risk reserves.  The market prices used to value these
transactions reflect management's best estimate of market prices considering
various factors including closing exchange and over-the-counter quotations.
The risk reserves are established based upon the estimated exposure and costs
associated with the company's future commitments including the credit risks of
its counterparties, the time value of money, the impact of liquidating the
portfolio in an orderly manner over a reasonable period of time under present
market conditions and other identifiable contingencies.
    

   
     The change to MTM did not have a material impact on the results of
operations for the quarter ended June 30, 1995.  The company previously
accounted for this activity on the accrual method of accounting. The company
has not shown the pro forma effect of the adoption of MTM on prior periods
since the cumulative impact on prior period earnings was immaterial.
    

   
     The company generally attempts to balance its fixed-price physical
and financial purchase and sales contracts both volumetrically and in terms
of future timing of the commitments.  However, net open positions may exist
or are established due to the origination of new transactions and the
company's assessment, based upon information gained from its gas marketing
activities, of future price movements.  As a result, the company is impacted
by fluctuating market prices.
    

   
     The change in accounting method does not impact the company's gas
marketing activities in the U.K., its financial instruments associated with
its natural gas liquids hedging or electricity brokering.  The company enters
into futures, forwards, swaps and options in order to hedge purchase and
sales commitments, inventories and anticipated production of these products.
Changes in the market value of such transactions are deferred until the gain
or loss is recognized on the hedged commitment.
    


                                      10

<PAGE>

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

UTILICORP UNITED INC. (THE COMPANY) CONTAINS THREE SEGMENTS:  ELECTRIC
OPERATIONS, GAS OPERATIONS AND ENERGY RELATED BUSINESSES.  EACH SEGMENT IS
DISCUSSED SEPARATELY IN THE RESULTS OF OPERATIONS SECTION.  THE LIQUIDITY AND
CAPITAL RESOURCES SECTION IS PREPARED ON A CONSOLIDATED BASIS.

OVERVIEW


EMERGING TRENDS


PURCHASE OF UNITED ENERGY

     On August 7, 1995, the company as part of a three-company consortium was
notified that its proposal to purchase United Energy, an Australian electric
distribution utility, from the State of Victoria was accepted.  The company's
49.9 percent ownership interest will require a direct cash investment of
approximately $239 million.  The majority of the funds for this initial cash
investment are expected to come from a group of Australian-based banks and will
be funded in Australian dollars.  The transaction will be finalized in
approximately 30 days.  The company will serve as manager of the United Energy's
operations.  United Energy serves approximately 520,000 customers with annual
revenues of approximately $510 million.

   
    

ORGANIZATION REALIGNMENT AND BRAND LAUNCH

     In late 1994, the company announced its plans to become the nation's first
national utility and initiated several programs to reach that goal.  To carry
out its plans, the company introduced a unifying brand name, EnergyOne -SM-, to
market its products and services.  Consistent with this strategic objective, the
company also realigned its businesses into four groups: Energy Delivery, Power
Services, Energy Resources and Marketing Services.

     As part of the operational realignment, the company is currently in the
process of reviewing its key customer and administrative work practices.  The
company expects to gradually reduce its current employment level and reallocate
resources to better support the company's strategy.  The current estimate of
ultimate employee severance costs is $4.7 million.  The company is using a
combination of normal attrition and voluntary and involuntary programs to reduce
employee related costs.  For certain costs incurred in regulated utility
businesses, the company deferred costs in anticipation of rate recovery.  At
June 30, 1995, approximately $1.3 million was deferred relating to employee
severance.

     As part of the EnergyOne brand launch, the company has spent approximately
$4.1 million in building the infrastructure and sales organization to support
EnergyOne products and services.  The company anticipates that it will spend
another $5 million for marketing and sales startup activities in 1995.


                                      11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     For the three months ended June 30, 1995, cash used for operations was
$16.4 million higher than cash generated from operations.  This compares to net
cash flow from operations of $48.4 million for the three months ended June 30,
1994.  Changes in cash flow from operations relate to many different businesses
factors, such as timing of invoice payments, accounts receivable collections and
selling accounts receivable through the sales program.  The variance in cash
flow from operations between second quarter 1995 and 1994 is due primarily to
the following reasons:

     *  Net repayments on the accounts receivable sales program;
     *  Timing of payments for income and property taxes;
     *  Increase in receivables compared to 1994 due to additional businesses
        acquired.

     Cash from operating activities for the six-month periods in 1995 compared
to 1994 are lower due primarily to the activities that occurred during the
second quarter discussed above.

     Cash used for investing activities consisted primarily of purchases of
utility and other businesses, investments in generating assets and investments
in gas and oil reserves.

                                       12

<PAGE>


Cash used for investing activities for the three- and six-month periods ended
June 30, 1995, increased over the comparable 1994 periods.  These increases are
due to the acquisition of a pipeline system and two non-regulated companies in
the first quarter of 1995.  During the second quarter of 1995, the company
invested in a cogeneration facility and funded common stock purchases in a New
Zealand company through a majority owned subsidiary.  In 1994 the company's
investing activities generally were limited to utility capital additions and gas
reserve acquisitions.

     Cash provided from and used in financing activities fluctuate as
opportunities arise to purchase businesses and as long-term interest rates
change.  During the second quarter of 1995, the company issued $100 million of
senior notes at 6.375 percent and $100 million of 8.875 percent monthly income
preferred securities (through a special purpose subsidiary).  The proceeds from
the issuances were used to reduce short-term debt.

     The company has two revolving credit agreements (Agreements) with a
consortium of banks aggregating $400 million.  The Agreements support the
company's commercial paper program and provide for additional short-term
borrowing capacity.  As of June 30, 1995, the company had $75.0 million in
outstanding borrowings under the Agreements.  The company had no borrowings
under the Agreements at December 31, 1994.  In addition to the Agreements, the
company has arrangements with financial institutions to sell, on a continuing
basis, up to $205 million of eligible accounts receivable on a limited recourse
basis.  The amount of accounts receivable sold under these agreements generally
fluctuates with the level of the company's accounts receivable balance.

     As of June 30, 1995 and December 31, 1994, the company's cash balance
contained $60.1 million and $57.0 million, respectively, of foreign denominated
currency.

RESULTS OF OPERATIONS

ELECTRIC OPERATIONS

THE COMPANY'S ELECTRIC SEGMENT INCLUDES THE ELECTRIC OPERATIONS OF MISSOURI
PUBLIC SERVICE, WEST KOOTENAY POWER, WESTPLAINS ENERGY, AND  WEST VIRGINIA
POWER.

<TABLE>
<CAPTION>


                                 Three Months Ended    Six Months Ended
                                       June  30,          June  30,
------------------------------------------------------------------------
Dollars in Millions                 1995      1994      1995      1994
------------------------------------------------------------------------
<S>                               <C>       <C>       <C>       <C>
Sales                             $132.9    $137.1    $262.8    $267.9

------------------------------------------------------------------------
Expenses:
 Fuel and purchased power           43.0      45.7      89.9      93.7
 Other operating                    26.7      26.5      51.4      49.5
 Maintenance                         9.7      10.5      18.8      19.8
 Depreciation and amortization      13.0      12.3      26.0      24.6
 Taxes other than income            11.4      12.3      23.4      24.5

------------------------------------------------------------------------
Total expenses                     103.8     107.3     209.5     212.1

------------------------------------------------------------------------
Income from operations            $ 29.1    $ 29.8      53.3      55.8

------------------------------------------------------------------------
</TABLE>

     Income from operations for each of the 1995 periods presented above was
about the same compared to 1994.  Customer growth and cost reductions offset or
substantially offset unfavorable weather patterns experienced in each 1995
period compared to 1994.

                                       13


<PAGE>

     For all periods presented, milder weather patterns adversely affected 1995
gross margins (revenue minus fuel costs) compared to 1994.  Unfavorable weather
reduced the company's gross margins generated from its Missouri, Kansas and
Colorado operations (approximately 75 percent of total electric operations) by
$4.2 million and $5.3 million for the three- and six-month periods ended
June 30, 1995 compared to the same periods in 1994. Increased numbers of
customers in those same service areas offset or substantially offset unfavorable
weather patterns by increasing gross margins by $1.9 million and $5.4 million
for the three and six months ended June 30, 1995 compared with 1994.

     Operating and maintenance expenses were reduced due to cost reductions in
tree trimming and other maintenance areas.  Partially offsetting these
reductions were increased employee and related payroll and benefit expenses.

GAS OPERATIONS

THE COMPANY'S GAS SEGMENT INCLUDES GAS OPERATIONS OF KANSAS PUBLIC SERVICE,
MICHIGAN GAS UTILITIES, MISSOURI PUBLIC SERVICE, PEOPLES NATURAL GAS, NORTHERN
MINNESOTA UTILITIES AND WEST VIRGINIA POWER.


<TABLE>
<CAPTION>



                                 Three Months Ended    Six Months Ended
                                       June  30,           June  30,
-----------------------------------------------------------------------
Dollars in Millions                 1995      1994      1995      1994
-----------------------------------------------------------------------
<S>                               <C>        <C>      <C>       <C>
Sales                             $101.3     $96.9    $347.3    $381.2

-----------------------------------------------------------------------
Expenses:
  Gas purchased for resale          51.4      53.9     203.1     246.2
  Other operating                   32.9      28.8      64.4      56.3
  Maintenance                        2.5       2.2       4.7       4.4
  Depreciation & amortization        8.8       7.5      17.4      14.9
  Taxes, other than income           6.0       5.6      13.0      12.2


-----------------------------------------------------------------------
Total expenses                     101.6      98.0     302.6     334.0

-----------------------------------------------------------------------
Income (loss) from operations
                                $   (.3)   $ (1.1)   $  44.7   $  47.2


-----------------------------------------------------------------------

</TABLE>

     Income from operations for the three months ended June 30, 1995 was $.8
million higher primarily due to the acquisition of a distribution system in
Kansas and a pipeline and distribution system in Missouri.  Income from
operations for the six months ended June 30, 1995 compared to the same period in
1994 was $2.5 million lower due to mild winter weather in January and February.
Heating degree days, a temperature benchmark, were 16 percent lower through
February compared to the same period in 1994.

     Operating and maintenance expenses increased for the three- and six- month
periods ended June 30, 1995 compared to 1994 due to the acquisition of a
distribution system in Kansas and a pipeline and distribution system in
Missouri.  Marketing and sales expenses have increased for the reasons discussed
in the Overview section.

                                       14

<PAGE>

ENERGY RELATED BUSINESSES

THE ENERGY RELATED BUSINESSES SEGMENT INCLUDES THE CONSOLIDATED OPERATIONS OF
THE COMPANY'S AQUILA ENERGY SUBSIDIARY.  AQUILA IS INVOLVED IN THE GATHERING,
PROCESSING AND MARKETING OF NATURAL GAS, ACQUISITION AND PRODUCTION OF GAS AND
OIL RESERVES AND EXTRACTION AND SALE OF NATURAL GAS LIQUIDS.

<TABLE>
<CAPTION>



                                    Three Months Ended    Six Months Ended
                                           June  30,           June  30,
---------------------------------------------------------------------------
Dollars in Millions                      1995     1994      1995     1994
---------------------------------------------------------------------------
<S>                                    <C>      <C>      <C>      <C>
Sales                                  $269.3   $222.0    $510.7   $485.6

---------------------------------------------------------------------------
Expenses:
 Gas purchases                          225.3    180.2      422.5   404.6
 Other operating                         18.1     19.3      34.8     33.8
 Maintenance                               .7       .9       1.0      1.3
 Depreciation, depletion & amortization  14.4     15.6      29.0     30.5
 Restructuring charge                       -        -         -        -

---------------------------------------------------------------------------
Total expenses                          259.0    216.0     487.3    470.2

---------------------------------------------------------------------------
Income (loss) from operations           $10.3    $ 6.0    $ 23.4   $ 15.4

---------------------------------------------------------------------------

</TABLE>

     Income from operations for the three- and six-month periods ended
June 30, 1995, increased $4.3 million and $8.0 million over the prior periods.
Income from operations for 1995 was positively affected by increased gas
throughput on the company's pipelines, increased natural gas liquids (NGL)
prices and a lower depreciation, depletion and amortization rate due to
additional reserve acquisitions.  Natural gas throughput increased 40 percent
and 37 percent for the three- and six-month periods ended June 30, 1995,
compared to the same periods in 1994.  The increase in throughput is primarily
due to greater volumes on the Southeast Texas pipeline system, Aquila's largest
system, which increased income by $3.2 million and $5.4 million, respectively.
NGL prices increased 7 percent and 11 percent in the 1995 periods compared to
1994, resulting in an increase in NGL related income of $.6 million and $2.3
million in 1995.

   
     Effective January 1, 1995 the company adopted the mark-to-market method of
accounting for its domestic natural gas trading activities.  The company has
previously accounted for this activity on the accrual method of accounting.
See Note 8 in the Condensed Consolidated Financial Statements for further
discussion.  The change in methods did not have an impact on current or prior
period statements of income.
    

OTHER BUSINESSES AND INTEREST EXPENSE

     The company has several equity investments and partnership interests
including Utilco Group's partnerships and United Kingdom joint ventures.  In
order to discuss the full impact of these businesses, the discussion will be
on a net income basis.  For the quarter ended June 30, 1995, the company's
subsidiaries and investments in the United Kingdom lost $.3 million compared to
net income of $1.5 million in 1994.  This decline is due primarily to volatile
gas prices that resulted in reduced margins.

     Net income from UtilCo Group decreased $.3 million or 14 percent and $1.0
million or 36 percent for the three and six months ended June 30, 1995,
respectively, compared to the same periods in 1994.  Unusually heavy rains
resulted in excess hydro power availability reducing power demand from a power
project.  In addition, reduced project performance related to disputed
curtailment issues adversely affected 1995 results compared to 1994.  In May
1995, UtilCo Group acquired an ownership interest in a cogeneration facility in
Alabama for $59 million.  The cogeneration project sells all of its output to a
pulp and paper plant.

     Interest expense, net increased $6.7 million and $12.0 million for the
three and six months ended June 30, 1995 compared to the same periods in 1994.
The increases were due to the issuances of $300 million of long-term debt and
monthly income preferred securities over the last 8 months, $200 million of
which was issued in May 1995.  Short-term debt balances were consistently
higher in each of the 1995 periods than in 1994 due primarily to acquisitions
completed.


                                       15

<PAGE>

                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)  List of Exhibits

4    Seventh Supplemental Indenture, dated as of June 1, 1995, between the
     company and First National Bank of Chicago, Trustee

11   Statement regarding Computation of Per Share Earnings

27   Financial Data Schedule - For the Three months Ended June 30, 1995

     (b)  Reports on Form 8-K

          There were no reports on Form 8-K filed during the three month period
          ended June 30, 1995.

                                       16

<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 hereunto duly authorized.



                                                   UtiliCorp United Inc.
                                           ------------------------------------
                                                        (Registrant)




February 8, 1996                                     /S/ Richard C. Green, Jr.
                                           ------------------------------------
                                                       Richard C. Green, Jr.
                                             Chairman of the Board, President
                                                  (Chief Executive Officer)





February 8, 1996                                     /S/ James S. Brook
                                                  -----------------------------

                                                            James S. Brook
                                                            Vice President
                                                  (Principal Accounting Officer)


                                       17