<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
                                 March 31, 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 May 4, 1995
------------------------------                        --------------------------
   Common Stock, $1 par value                                 44,948,497

<PAGE>
                         I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

   
    Information regarding the condensed consolidated financial statements is
set forth on pages 3 through 7.
    

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 8 through 13.
    

                           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

   
     Submission of matters to securities holders for a vote can be found on
page 14.
    

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 14.
    

                                        2

<PAGE>

                              UTILICORP UNITED INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)

   
<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                                March 31,
-------------------------------------------------------------------------------
IN MILLIONS, EXCEPT PER SHARE                                1995        1994
-------------------------------------------------------------------------------
<S>                                                        <C>         <C>
Sales                                                     $   726.3    $  773.5
Cost of sales                                                 490.1       549.3
-------------------------------------------------------------------------------
GROSS PROFIT                                                  236.2       224.2
-------------------------------------------------------------------------------
Operating, administrative & maintenance expense               117.1       105.7
Depreciation, depletion & amortization                         37.6        36.1
-------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                         81.5        82.4
-------------------------------------------------------------------------------
Interest expense -- long term debt                             24.2        22.0
Interest expense -- short term debt and other interest, net     4.5         1.6
Equity in earnings of investments and partnerships             (2.2)       (4.1)
Gain on sale of subsidiary stock                                 --         --
Minority interests                                              0.7        0.9
-------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                                   54.3        62.1
-------------------------------------------------------------------------------
INCOME TAXES                                                   22.1        23.1
-------------------------------------------------------------------------------
NET INCOME                                                     32.2        39.0
-------------------------------------------------------------------------------
PREFERENCE DIVIDENDS                                            0.5         1.6
-------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON SHARES                       $   31.7    $   37.4
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Primary                                                     44.74      42.28
   Fully diluted                                               45.24      45.20
-------------------------------------------------------------------------------
EARNINGS PER COMMON SHARE:
   Primary                                                 $     .71   $    .88
   Fully Diluted                                                 .70        .85
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
    

See accompanying notes to condensed consolidated financial statements.


                                        3

<PAGE>
   
    

                             UTILICORP UNITED INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
   
<TABLE>
<CAPTION>

                                                   March 31,        December 31,
--------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                  1995              1994
--------------------------------------------------------------------------------
                                                  (unaudited)
<S>                                              <C>                <C>
ASSETS
UTILITY PLANT IN SERVICE:
  Electric                                       $  1,587.3         $  1,578.7
  Gas                                               1,041.1              954.6
-------------------------------------------------------------------------------
                                                    2,628.4            2,533.3
  Less-accumulated depreciation                       952.0              923.0
-------------------------------------------------------------------------------
Net utility plant in service                        1,676.4            1,610.3
Construction work in progress                          35.2               23.3
-------------------------------------------------------------------------------
TOTAL UTILITY PLANT, NET                            1,711.6            1,633.6
-------------------------------------------------------------------------------
Non-Regulated Property, Net:
  Energy related                                      566.5              544.5
  Non-regulated generating assets and other           225.6              236.8
-------------------------------------------------------------------------------
TOTAL NON-REGULATED PROPERTY                          792.1              781.3
-------------------------------------------------------------------------------
Current Assets:
  Cash and cash equivalents                           100.5               67.2
  Funds on deposit                                     36.1               44.8
  Accounts receivable, net                            156.6              144.1
  Accrued utility revenues                             58.2               71.5
  Fuel inventory, at average cost                      54.9               95.0
  Materials and supplies, at average cost              40.2               39.3
  Assets from price risk management activities         20.1                 --
  Prepayments and other                                38.4               51.9
-------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                  505.0               513.8
-------------------------------------------------------------------------------
DEFERRED CHARGES AND ASSETS FROM PRICE RISK
 MANAGEMENT ACTIVITIES                                246.2              182.4
-------------------------------------------------------------------------------
TOTAL ASSETS                                     $  3,254.9         $  3,111.1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
  Common shareholders' equity                    $    923.3         $    906.8
  Preference and preferred stock                       25.4               25.4
  Long-term debt, net                                 977.8              976.9
-------------------------------------------------------------------------------
TOTAL CAPITALIZATION                                1,926.5            1,909.1
-------------------------------------------------------------------------------
MINORITY INTERESTS                                     29.0               28.4
-------------------------------------------------------------------------------
CURRENT LIABILITIES:
  Current maturities of long-term debt                132.5              138.8
  Short-term debt                                     229.4              182.4
  Accounts payable                                    290.0              340.3
  Accrued taxes                                        52.0               21.0
  Accrued interest                                     29.9               22.1
  Liabilities from price risk management
   activities                                          36.6                 --
  Other                                                86.5               89.0
-------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                             856.9              793.6
-------------------------------------------------------------------------------
DEFERRED CREDITS AND LIABILITIES:
  Deferred income tax liabilities                     287.5              279.4
  Investment tax credits                               20.7               21.0
  Liabilities from price risk management
   activities and other                               134.3               79.6
-------------------------------------------------------------------------------
TOTAL DEFERRED CREDITS AND LIABILITIES                442.5              380.0
-------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
-------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES             $  3,254.9         $  3,111.1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>
    

See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>

                              UTILICORP UNITED INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION

<TABLE>
<CAPTION>

                                                              March 31,     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 44,948,146 shares
    (44,827,135 at December 31, 1994)                        $      44.9    $      44.8
  Premium on capital stock                                         776.7          774.2
  Retained earnings                                                118.7          107.0
  Treasury stock, at cost, 80,823 and 227,587 shares
    at March 31, 1995 and December 31, 1994, respectively           (2.3)          (6.6)
  Currency translation adjustment                                  (14.7)         (12.6)
----------------------------------------------------------------------------------------
TOTAL COMMON SHAREHOLDERS' EQUITY                                  923.3          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
----------------------------------------------------------------------------------------
LONG-TERM DEBT, NET                                                977.8          976.9
----------------------------------------------------------------------------------------
TOTAL CAPITALIZATION                                         $   1,926.5    $   1,909.1
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                        5

<PAGE>

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

                                                           Three Months Ended
                                                               March 31,
-------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                        1995         1994
-------------------------------------------------------------------------------
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                              $   32.2     $   39.0
 Adjustments to reconcile net income to net
  cash provided from operating activities:
  Depreciation, depletion and amortization                   36.6         38.2
  Net changes in price risk management activities             1.0          --
  Deferred taxes and investment tax credits                   7.8         (1.7)
  Changes in certain current assets and liabilities,
   net of effects of acquisition:
    Funds on deposit                                          8.7          3.0
    Accounts receivable and accrued revenues                (44.0)       (17.4)
    Accounts receivable sold                                 44.7         30.6
    Fuel and materials                                       39.2         27.5
    Accounts payable                                        (50.4)       (52.4)
    Accrued taxes                                            31.0         21.7
    Other                                                    13.4         24.2
  Changes in other assets and liabilities, net               12.7        (21.3)
-------------------------------------------------------------------------------
CASH PROVIDED FROM OPERATING ACTIVITIES                     132.9         91.4
-------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to utility plant                                 (20.0)       (21.2)
 Purchase of utility and other businesses                  (100.9)          --
 Investments in non-regulated generating assets                --          (.7)
 Investments in energy related properties                    (3.3)       (11.0)
 Other                                                       (4.5)       (12.6)
-------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES                         (128.7)       (45.5)
-------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                                     2.7           .2
 Treasury stock sold                                          4.3           --
 Issuance of long-term debt, net of premium paid               --          4.5
 Retirement of long-term debt                                (5.3)         (.1)
 Short-term borrowings (repayments), net                     47.1        (44.8)
 Cash dividends paid                                        (19.7)       (19.2)
-------------------------------------------------------------------------------
CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES           29.1        (59.4)
-------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents             33.3        (13.5)
Cash and cash equivalents at beginning of period             67.2         55.9
-------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  100.5     $   42.4
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the period for -
  Interest, net of amount capitalized                    $   22.8     $   17.4
  Income taxes                                                 --          1.2
-------------------------------------------------------------------------------
Liabilities Assumed In Acquisitions -
 Fair value of assets acquired                           $  114.0     $     --
 Cash paid for acquisitions                                 100.9           --
 Liabilities assumed                                         13.1           --
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
    
See accompanying notes to condensed consolidated financial statements.


                                        6

<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.


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

   
    

   
(3)  Effective January 1, 1995 the company adopted the mark-to-market
method of accounting (MTM) for its 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.
    

   
     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 March 31, 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 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.
    

   
    

                                       7

<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

     The company's net income decreased by $6.8 million or 17 percent for the
quarter ended March 31, 1995, compared to the same period in 1994.  Unusually
mild winter weather reduced utility earnings by approximately $3.1 million
compared to the prior year's quarter while abnormally high stream flows reduced
demand for power decreasing UtilCo Group's earnings by approximately $1.0
million.  Net income was positively affected by additional margins on newly
acquired businesses.  Increased interest expense and operating expenses related
to recent acquisitions and additional marketing infrastructure primarily caused
the remaining decrease in net income.

   
    

EMERGING TRENDS

     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 company does not have
an estimate of employee severance, relocation and related costs at this time.
As of March 31, 1995 those costs have not been significant. For the three
months ended March 31, 1995, the company incurred approximately $1.5 million of
incremental marketing costs associated with this strategy.

   
    


                                       8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

   
     Cash provided from operating activities for the three-month
period ended March 31, 1995, as compared to the same period last year,
increased by $41.5 million.  The changes in operating cash flow between the
periods are primarily due to the timing of cash receipts and cash payments
and its effect on working capital.

     Cash used for investing activities consists primarily of purchases of
utility operations, construction expenditures and investments in energy related
property.  The variances between the three-month periods as compared
to the same period in the previous year are primarily due to the timing of the
acquisitions of a intrastate pipeline system, a gas marketing company based
in Ohio and a gas marketing, processing and gathering company based in Texas.
Funds used for utility plant additions were approximately the same as in prior
year periods.
    


                                       9

<PAGE>

     The company has acquired several utility and energy businesses in the
past which have required external cash resources to augment internal cash
resources.  The company plans on continuing this growth strategy in the future
which may require the company to supplement its available cash flows with
additional debt and common stock issuances.  Short-term debt is generally used
to supplement the company's available cash until permanent financing can be
completed.

     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 March 31, 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.

     As of March 31, 1995, the company had agreements 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.  During the first quarter of 1995,
the company obtained $44.7 million of net funds through the sale of accounts
receivable compared to $30.6 million in the first quarter of 1994.

     The company and its partners are in the process of acquiring an equity
position in Power New Zealand Limited (PNZ), a New Zealand based electric
distribution utility. As of March 31, 1995, the company had agreed to acquire
a 20 percent interest in PNZ for approximately $55 million. More recently,
the company agreed to purchase an additional 5 percent of PNZ for
approximately $18 million. The company also agreed to purchase PNZ's 18
percent interest in Energy Direct Corporation Ltd., another New Zealand
utility, for approximately $21 million.

     As of March 31, 1995 and December 31, 1994, the company's cash balance
contained $59.5 million and $57.0 million, respectively, of foreign denominated
currency.

     The company believes that its capital resources are adequate to continue to
meet its capital needs.


                                       10

<PAGE>

RESULTS OF OPERATIONS

ELECTRIC OPERATIONS

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

   
<TABLE>
<CAPTION>

                                                        Three Months Ended
                                                             March 31,
-------------------------------------------------------------------------------
<S>                                                   <C>            <C>
Dollars in Millions                                     1995           1994
-------------------------------------------------------------------------------
Sales                                                 $129.9         $130.8
-------------------------------------------------------------------------------
Expenses:
 Fuel and purchased power                               47.1           48.1
 Other operating                                        25.7           23.0
 Maintenance                                             9.0            9.3
 Depreciation and amortization                          13.2           12.3
 Taxes other than income                                11.8           12.2
-------------------------------------------------------------------------------
Total expenses                                         106.8          104.9
-------------------------------------------------------------------------------
Income from operations                                $ 23.1         $ 25.9
-------------------------------------------------------------------------------
Electric sales and
transportation (MWH 000's)                             2,725          2,661
-------------------------------------------------------------------------------
</TABLE>
    

   
        Income from operations for the three months ended March 31, 1995,
decreased by $2.8 million or 11% compared to the same period in 1994. Gross
margin between the periods was about the same.
    

   
        Operating expenses increased for the three months ended March 31, 1995
compared to the same period in 1994 due to higher depreciation, inflation and
marketing costs discussed in the Overview section.
    

GAS OPERATIONS

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

   
<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                            March 31,
-------------------------------------------------------------------------------
<S>                                                   <C>            <C>
Dollars in Millions                                     1995           1994
-------------------------------------------------------------------------------
Sales                                                 $245.9         $284.3
-------------------------------------------------------------------------------
Expenses:
 Gas purchased for resale                              152.0          192.2
 Other operating                                        31.5           27.6
 Maintenance                                             2.2            2.3
 Depreciation and amortization                           8.3            7.3
 Taxes, other than income                                7.0            6.5
-------------------------------------------------------------------------------
Total expenses                                         201.0          235.9
-------------------------------------------------------------------------------
Income (loss) from
operations                                             $44.9         $ 48.4
-------------------------------------------------------------------------------
Gas sales and
transportation (BCF)                                   102.0           92.0
-------------------------------------------------------------------------------
</TABLE>
    

                                       11

<PAGE>

        Revenues decreased $38.4 million or 14% for the quarter ended March 31,
1995, compared to the same period in 1994.  For the quarter ending March 31,
1995, heating degree days, a benchmark commonly used to measure weather, were
down by 16 percent in January and February, critical heating months, compared to
the same period in 1994.  Gas revenues and related margin are highly sensitive
to weather changes.  Revenues for the quarter ended March 31, 1995, reflected
$10.1 million of revenues generated from the Kansas gas property and Missouri
pipeline acquisitions.

   
    

        Expenses excluding gas purchases increased $5.3 million for the quarter
ended March 31, 1995, compared to the same period in 1994.  The increase is
primarily due to $2.8 million of operating expenses associated with the Kansas
gas property and Missouri pipeline acquisitions, payroll and benefit increases,
and additional marketing expenses discussed in the Overview section.

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
                                                             March 31,
-------------------------------------------------------------------------------
<S>                                                    <C>            <C>
Dollars in Millions                                     1995           1994
-------------------------------------------------------------------------------
Sales                                                 $241.4         $263.6
-------------------------------------------------------------------------------
Expenses:
  Gas purchases                                        196.5          224.5
  Other operating                                       15.6           14.7
  Maintenance                                             .3             .3
  Depreciation, depletion and amortization              14.7           14.8
  Restructuring charge                                    --             --
-------------------------------------------------------------------------------
Total expenses                                         227.1          254.3
-------------------------------------------------------------------------------
Income (loss) from operations                          $14.3         $  9.3
-------------------------------------------------------------------------------
Marketing Volumes (BCF)                                112.0           93.0
-------------------------------------------------------------------------------
</TABLE>
    
     Income from operations for the quarter ended March 31, 1995, increased $4.9
million or 52% over the prior period.  Income from operations for the quarter
was positively affected by increased natural gas liquids (NGL) prices, increased
marketing margins and a lower depreciation, depletion and amortization rate
due to additional reserve acquisitions.  NGL prices increased 13% resulting in
approximately $1.3 million of additional operating income compared to the first
quarter of 1994.  Higher marketing volumes and risk management activities
increased marketing margins by $1.1 million.

   
    

                                       12
<PAGE>

   
    
     In December 1993, the company announced a revised business strategy and
recorded a $69.8 million restructuring charge relating to the disposal of gas
sales contracts, impairment of certain offshore assets and other restructuring
charges.  Since this announcement in 1993, the company has been settling various
contracts and reducing this reserve.  In the first quarter of 1995, the company
completed its restructuring plan.

   
     Effective January 1, 1995, the company adopted the mark-to market 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 3 in the condensed Consolidated Financial Statements for further
discussion.  The change in methods did not have an impact on curent or prior
period statement 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.

   
     Net income from UtilCo Group decreased by $.8 million for the three months
ended March 31, 1995 compared to the same period in 1994.  Unusually heavy rains
resulted in excess hydro power availability reducing power demand from a power
project.

     Interest expense, net increased $5.1 million for the three months ended
March 31, 1995, compared to the same period in 1994.  The increase is due to
additional borrowings for acquisitions of businesses and gas and oil reserve
additions.  Interest rates also increased during the period.  The company's
short-term debt facilities reflect current market rates and directly respond to
changes in the Prime, Federal discount and other interest rate indicators.
    

NEW ACCOUNTING STANDARD

     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 121 "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS 121).  SFAS 121
requires companies to review long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  If the carrying amount of a
company's long-lived assets are greater than their fair market value, an
impairment loss is recognized.  The company is currently evaluating its long-
lived assets and intangibles for application of this standard.  SFAS 121 is
required to be adopted for fiscal years beginning after December 15, 1995.


                                       13

<PAGE>

                                     PART II

                                OTHER INFORMATION

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

     The company held its Annual meeting of Shareholders on May 3, 1995.  At the
meeting the following matters were voted on by the shareholders.

     1.  Election of three directors.

                                   For            Against             Withheld
                                   ---            -------             --------
John R. Baker                   40,064,954         None                527,510
Dr. Stanley O. Ikenberry            "              None                   "
Irvine O. Hockaday, Jr.             "              None                   "


     2.  Approval of Annual and Long-Term Incentive Plan with a vote of
35,123,366 for, 4,348,614 against and 1,120,484 withheld.

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

     (a)  List of Exhibits

 3   By-laws of the company as amended

11   Statement regarding Computation of Per Share Earnings

   
18   Letter from Arthur Andersen LLP regarding change in accounting principle
    

27   Financial Data Schedule - For the Three months Ended March 31, 1995

     (b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the three month period ended
March 31, 1995.


                                       14

<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)
    

                                       15