FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

   [x]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


          For the quarterly period ended March 31, 1999


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

       For the transition period from          to         

                  Commission file number 1-7324

                  KANSAS GAS AND ELECTRIC COMPANY           
      (Exact name of registrant as specified in its charter)

           KANSAS                                              48-1093840    
(State or other jurisdiction of                             (I.R.S.  Employer
 incorporation or organization)                            Identification No.)

                           P.O. BOX 208
                      WICHITA, KANSAS  67201
             (Address of Principal Executive Offices)

                           316/261-6611
       (Registrant's telephone number, including area code)

Indicated 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 17, 1999  
 Common Stock (No par value)                           1,000 Shares       


Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form
10-Q and is therefore filing this form with a reduced disclosure format.
<PAGE> 2
                 KANSAS GAS AND ELECTRIC COMPANY
                              INDEX



                                                                       Page

PART I.  Financial Information

     Item 1.  Financial Statements

              Balance Sheets                                             3 

              Statements of Income                                     4 - 5

              Statements of Cash Flows                                 6 - 7

              Statements of Common Shareholders' Equity                  8 

              Notes to Financial Statements                              9  

     Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                    13

     Item 3.  Quantitative and Qualitative Disclosures About
                 Market Risk                                            20

Part II.  Other Information

     Item 1.  Legal Proceedings                                         21

     Item 2.  Changes in Securities and Use of Proceeds                 21

     Item 3.  Defaults Upon Senior Securities                           21

     Item 4.  Submission of Matters to a Vote of Security Holders       21

     Item 5.  Other Information                                         21

     Item 6.  Exhibits and Reports on Form 8-K                          21

Signature                                                               22
<PAGE> 3
<TABLE>
                 KANSAS GAS AND ELECTRIC COMPANY
                          BALANCE SHEETS
                      (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                                                March  31,     December 31,
                                                                   1999            1998    
<S>                                                             <C>            <C>
ASSETS 
                         
CURRENT ASSETS:
  Cash and cash equivalents . . . . . . . . . . . . . . . .     $       43       $       41
  Accounts receivable (net) . . . . . . . . . . . . . . . .         57,759           66,513
  Advances to parent company (net). . . . . . . . . . . . .         73,834           64,405
  Inventories and supplies (net). . . . . . . . . . . . . .         43,696           43,121
  Prepaid expenses and other. . . . . . . . . . . . . . . .          7,235           15,097
    Total Current Assets. . . . . . . . . . . . . . . . . .        182,567          189,177
                                                                                           
PROPERTY, PLANT AND EQUIPMENT (NET) . . . . . . . . . . . .      2,511,119        2,527,357

OTHER ASSETS:
  Regulatory assets . . . . . . . . . . . . . . . . . . . .        259,317          260,789
  Other . . . . . . . . . . . . . . . . . . . . . . . . . .         82,848           80,648
    Total Other Assets. . . . . . . . . . . . . . . . . . .        342,165          341,437

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . .     $3,035,851       $3,057,971

                                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY 
             
CURRENT LIABILITIES:  
  Accounts payable. . . . . . . . . . . . . . . . . . . . .     $   57,437       $   78,510
  Accrued liabilities . . . . . . . . . . . . . . . . . . .         49,944           34,199
  Accrued income taxes. . . . . . . . . . . . . . . . . . .         37,851           29,599
  Other . . . . . . . . . . . . . . . . . . . . . . . . . .          6,404            6,020
    Total Current Liabilities . . . . . . . . . . . . . . .        151,636          148,328

LONG-TERM LIABILITIES:
  Long-term debt (net). . . . . . . . . . . . . . . . . . .        684,178          684,167
  Deferred income taxes and investment tax credits. . . . .        780,615          785,116
  Deferred gain from sale-leaseback . . . . . . . . . . . .        206,993          209,951
  Other . . . . . . . . . . . . . . . . . . . . . . . . . .         86,280           92,165
    Total Long-term Liabilities . . . . . . . . . . . . . .      1,758,066        1,771,399

COMMITMENTS AND CONTINGENCIES         

SHAREHOLDERS' EQUITY:
  Common stock, without par value,
       authorized and issued 1,000 shares . . . . . . . . .      1,065,634        1,065,634
  Retained earnings . . . . . . . . . . . . . . . . . . . .         60,515           72,610
    Total Shareholders' Equity. . . . . . . . . . . . . . .      1,126,149        1,138,244
                                                                              
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  . . . . . . . .     $3,035,851       $3,057,971


    
The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE> 4
<TABLE>
                 KANSAS GAS AND ELECTRIC COMPANY
                      STATEMENTS OF INCOME 
                      (Dollars in Thousands)
                           (Unaudited)
<CAPTION>

                                                                    Three Months Ended   
                                                                         March 31,        
                                                                    1999           1998    
<S>                                                              <C>            <C>
SALES . . . . . . . . . . . . . . . . . . . . . . . . .          $  133,910     $  134,566

COST OF SALES . . . . . . . . . . . . . . . . . . . . .              25,749         25,957

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . .             108,161        108,609 

OPERATING EXPENSES:  
  Operating and maintenance expense . . . . . . . . . .              39,137         35,507
  Depreciation and amortization . . . . . . . . . . . .              25,057         24,433
  Selling, general and administrative expense . . . . .              13,795         12,636 
      Total Operating Expenses. . . . . . . . . . . . .              77,989         72,576
                                                                
INCOME FROM OPERATIONS. . . . . . . . . . . . . . . . .              30,172         36,033
                                                                
OTHER INCOME (EXPENSE). . . . . . . . . . . . . . . . .              (1,255)         4,843 
                                                                 
EARNINGS BEFORE INTEREST AND TAXES. . . . . . . . . . .              28,917         40,876
                                                                
INTEREST EXPENSE:
  Interest expense on long-term debt. . . . . . . . . .              11,453         11,489
  Interest expense on other . . . . . . . . . . . . . .                 809            870
      Total Interest Expense. . . . . . . . . . . . . .              12,262         12,359 
                                                         
EARNINGS BEFORE INCOME TAXES. . . . . . . . . . . . . .              16,655         28,517

INCOME TAXES. . . . . . . . . . . . . . . . . . . . . .               3,750          6,102

NET INCOME. . . . . . . . . . . . . . . . . . . . . . .          $   12,905     $   22,415



The Notes to Financial Statements are an integral part of these statements. 
</TABLE>
<PAGE> 5
<TABLE>
                 KANSAS GAS AND ELECTRIC COMPANY
                      STATEMENTS OF INCOME 
                      (Dollars in Thousands)
                           (Unaudited)
<CAPTION>

                                                                    Twelve Months Ended    
                                                                         March 31,        
                                                                    1999           1998    
<S>                                                              <C>            <C>
SALES . . . . . . . . . . . . . . . . . . . . . . . . .          $  647,723     $  605,220

COST OF SALES . . . . . . . . . . . . . . . . . . . . .             149,152        129,489

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . .             498,571        475,731 

OPERATING EXPENSES:  
  Operating and maintenance expense . . . . . . . . . .             154,132        170,320
  Depreciation and amortization . . . . . . . . . . . .              99,446        118,933
  Selling, general and administrative expense . . . . .              61,436         56,801 
      Total Operating Expenses. . . . . . . . . . . . .             315,014        346,054
                                                                
INCOME FROM OPERATIONS. . . . . . . . . . . . . . . . .             183,557        129,677
                                                                
OTHER INCOME (EXPENSE). . . . . . . . . . . . . . . . .               2,578          2,258 
                                                                 
EARNINGS BEFORE INTEREST AND TAXES. . . . . . . . . . .             186,135        131,935
                                                                
INTEREST EXPENSE:
  Interest expense on long-term debt. . . . . . . . . .              45,954         46,069
  Interest expense on other . . . . . . . . . . . . . .               3,307          3,701
      Total Interest Expense. . . . . . . . . . . . . .              49,261         49,770 
                                                         
EARNINGS BEFORE INCOME TAXES. . . . . . . . . . . . . .             136,874         82,165
 
INCOME TAXES. . . . . . . . . . . . . . . . . . . . . .              42,619         18,794

NET INCOME. . . . . . . . . . . . . . . . . . . . . . .          $   94,255     $   63,371



The Notes to Financial Statements are an integral part of these statements. 
</TABLE>
<PAGE> 6
<TABLE>
                 KANSAS GAS AND ELECTRIC COMPANY
                    STATEMENTS OF CASH FLOWS 
                      (Dollars in Thousands)
                           (Unaudited)
<CAPTION>

                                                                    Three Months Ended    
                                                                         March 31,        
                                                                    1999           1998   
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                        
  Net income. . . . . . . . . . . . . . . . . . . . . . . . .    $   12,905     $   22,415
  Adjustments to reconcile net income to net cash
    provided by operating activities:  
  Depreciation and amortization . . . . . . . . . . . . . . .        25,057         24,433 
  Amortization of gain from sale-leaseback. . . . . . . . . .        (2,958)        (2,957)
  Changes in working capital items:                                                       
    Accounts receivable (net) . . . . . . . . . . . . . . . .         8,754           (160)
    Inventories and supplies (net). . . . . . . . . . . . . .          (575)          (981)
    Prepaid expenses and other. . . . . . . . . . . . . . . .         7,862          7,851
    Accounts payable. . . . . . . . . . . . . . . . . . . . .       (21,073)       (20,935)
    Accrued liabilities . . . . . . . . . . . . . . . . . . .        15,745         12,971 
    Accrued income taxes. . . . . . . . . . . . . . . . . . .         8,252         11,651
    Other . . . . . . . . . . . . . . . . . . . . . . . . . .           384             85 
  Changes in other assets and liabilities . . . . . . . . . .        (7,636)          (908)
      Net cash flows from operating activities. . . . . . . .        46,717         53,465 
                                                                                      
CASH FLOWS USED IN INVESTING ACTIVITIES:                                                  
  Additions to utility plant. . . . . . . . . . . . . . . . .       (12,266)       (14,091)
      Net cash flows (used in) investing activities . . . . .       (12,266)       (14,091)
                                                                                      
CASH FLOWS FROM FINANCING ACTIVITIES:                                                     
  Short-term debt (net) . . . . . . . . . . . . . . . . . . .          -           (45,000)
  Advances to parent company (net). . . . . . . . . . . . . .        (9,429)        30,720 
  Retirements of long-term debt . . . . . . . . . . . . . . .           (20)           (95)
  Dividends to parent company . . . . . . . . . . . . . . . .       (25,000)       (25,000)
     Net cash flows (used in) financing activities. . . . . .       (34,449)       (39,375)
                                                                                     
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT . . . . .             2             (1)

CASH AND CASH EQUIVALENTS:
  Beginning of period . . . . . . . . . . . . . . . . . . . .            41             43 
  End of period . . . . . . . . . . . . . . . . . . . . . . .    $       43     $       42
                                                                                    

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                   
CASH PAID FOR:                                                                      
   Interest on financing activities (net of amount                                  
       capitalized) . . . . . . . . . . . . . . . . . . . . .    $    6,078      $   6,618 
   Income taxes . . . . . . . . . . . . . . . . . . . . . . .          -              -   



The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE> 7
<TABLE>          KANSAS GAS AND ELECTRIC COMPANY
                    STATEMENTS OF CASH FLOWS 
                      (Dollars in Thousands)
                           (Unaudited)
<CAPTION>

                                                                    Twelve Months Ended   
                                                                         March 31,        
                                                                    1999           1998   
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                        
  Net income. . . . . . . . . . . . . . . . . . . . . . . . .    $   94,255     $   63,371
  Adjustments to reconcile net income to net cash
    provided by operating activities:  
  Depreciation and amortization . . . . . . . . . . . . . . .        99,446        118,933 
  Amortization of gain from sale-leaseback. . . . . . . . . .       (11,829)       (11,828)
  Changes in working capital items:                                                       
    Accounts receivable (net) . . . . . . . . . . . . . . . .         9,055         (7,348)
    Inventories and supplies (net). . . . . . . . . . . . . .        (1,696)         1,252 
    Prepaid expenses and other. . . . . . . . . . . . . . . .         2,079            576
    Accounts payable. . . . . . . . . . . . . . . . . . . . .        (3,614)        16,919 
    Accrued liabilities . . . . . . . . . . . . . . . . . . .         4,228         (3,587)
    Accrued income taxes. . . . . . . . . . . . . . . . . . .        21,988            229
    Other . . . . . . . . . . . . . . . . . . . . . . . . . .         2,287            (18)
  Changes in other assets and liabilities . . . . . . . . . .        (8,598)        (7,947)
      Net cash flows from operating activities. . . . . . . .       207,601        170,552 
                                                                                      
CASH FLOWS USED IN INVESTING ACTIVITIES:                                                  
  Additions to utility plant. . . . . . . . . . . . . . . . .       (75,594)       (85,938)
      Net cash flows (used in) investing activities . . . . .       (75,594)       (85,938)
                                                                                      
CASH FLOWS FROM FINANCING ACTIVITIES:                                                     
  Short-term debt (net) . . . . . . . . . . . . . . . . . . .          -           (10,000)
  Advances to parent company (net). . . . . . . . . . . . . .       (31,996)        25,482 
  Retirements of long-term debt . . . . . . . . . . . . . . .           (10)           (95)
  Dividends to parent company . . . . . . . . . . . . . . . .      (100,000)      (100,000)
     Net cash flows (used in) financing activities. . . . . .      (132,006)       (84,613)
                                                                                     
NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . .             1              1

CASH AND CASH EQUIVALENTS:
  Beginning of period . . . . . . . . . . . . . . . . . . . .            42             41 
  End of period . . . . . . . . . . . . . . . . . . . . . . .    $       43     $       42

                                                                                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                   
CASH PAID FOR:                                                                      
   Interest on financing activities (net of amount                                  
       capitalized) . . . . . . . . . . . . . . . . . . . . .    $   75,071     $   72,622
   Income taxes . . . . . . . . . . . . . . . . . . . . . . .        37,520         45,100 



The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE> 8
<TABLE>          KANSAS GAS AND ELECTRIC COMPANY
            STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
                      (Dollars in Thousands)
                           (Unaudited)
<CAPTION>

                                          Three Months Ended         Twelve Months Ended
                                               March 31,                  March 31,
                                           1999        1998           1999        1998   
<S>                                     <C>         <C>            <C>         <C>
Common Stock . . . . . . . . . . . .    $1,065,634  $1,065,634     $1,065,634  $1,065,634 

Retained Earnings:
  Beginning balance. . . . . . . . .        72,610      68,845         66,260     102,889
  Net income . . . . . . . . . . . .        12,905      22,415         94,255      63,371
  Dividends to parent company. . . .       (25,000)    (25,000)      (100,000)   (100,000)
  Ending balance . . . . . . . . . .        60,515      66,260         60,515      66,260

Total Shareholders' Equity . . . . .    $1,126,149  $1,131,894     $1,126,149  $1,131,894 



The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE> 9
                 KANSAS GAS AND ELECTRIC COMPANY
                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Description of Business:  Kansas Gas and Electric Company (the company,
KGE) is a rate-regulated electric utility and wholly-owned subsidiary of
Western Resources, Inc. (Western Resources).  The company is engaged
principally in the production, purchase, transmission, distribution, and sale
of electricity.  The company serves approximately 283,000 electric customers
in southeastern Kansas.  At March 31, 1999, the company had no employees.  All
employees are provided by the company's parent, Western Resources which
allocates costs related to the employees of the company. 

     The Company owns 47% of Wolf Creek Nuclear Operating Corporation
(WCNOC), the operating company for Wolf Creek Generating Station (Wolf Creek). 
The company records its proportionate share of all transactions of WCNOC as it
does other jointly-owned facilities.

    The company's unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions to Form 10-Q. 
Accordingly, certain information and footnote disclosures normally included in
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. These financial
statements and notes should be read in conjunction with the financial
statements and the notes included in the company's 1998 Annual Report on Form
10-K.  The accounting and rates of the company are subject to requirements of
the Kansas Corporation Commission (KCC) and the Federal Energy Regulatory
Commission (FERC).

    In the opinion of the company's management, all adjustments, consisting
only of normal recurring adjustments considered necessary for a fair
presentation, have been included.  The results of operations for the three
months ended March 31, 1999 are not necessarily indicative of the results to
be expected for the full year.

    Reclassifications:  Certain amounts in prior years have been reclassified
to conform with classifications used in the current year presentation.


2.  WESTERN RESOURCES AND KANSAS CITY POWER & LIGHT COMPANY MERGER AGREEMENT

    In May 1999, a Stipulation and Agreement was reached with the Kansas
Corporation Commission (KCC) staff which resulted in a set of settlement
recommendations in connection with the KCPL merger.  These recommendations
have not been accepted by all parties and must be approved by the KCC.  The
KCC will review the Stipulation and Agreement and issue an order based on the
agreement and the results of the technical hearings, which are in progress. 
Significant terms of the recommended settlement are as follows:
<PAGE> 10

      - An electric rate moratorium would be implemented for four years 
        beginning on the day the merger closes
      - Westar Energy would make three rate rebates of $15 million each to 
        its Kansas retail customers on July 1 of 2001, 2002 and 2003       
      - Westar Energy would be allowed to include $300 million of the 
        acquisition premium (amount is net of related deferred income taxes
        to be recorded) in its Kansas rate base
      - Western Resources and KCPL would be allowed to earn a deferred return  
        on certain new generating facilities that will be completed during the 
        rate moratorium period.  The deferred return would be calculated from
        the date of commercial operation of these generating assets until the
        earlier of the end of the rate moratorium or March 31, 2004.  
        Estimated expenditures by Western Resources that qualify for the
        deferred return approximate $270 million. 

    For additional information on the Western Resources and Kansas City Power
& Light Company Merger Agreement, see Note 13 of the company's 1998 Annual
Report on Form 10-K.


3.  COMMITMENTS AND CONTINGENCIES

    Manufactured Gas Sites:  The company is associated with three former
manufactured gas sites which may contain coal tar and other potentially
harmful materials.  The company and the Kansas Department of Health and
Environment (KDHE) entered into a consent agreement governing all future work
at the three sites.  The terms of the consent agreement will allow the company
to investigate these sites and set remediation priorities based upon the
results of the investigations and risk analyses.  At March 31, 1999, the costs
incurred from preliminary site investigation and risk assessment have been
minimal.

    For additional information on Commitments and Contingencies, see Note 2
of the company's 1998 Annual Report on Form 10-K.


4.  INCOME TAXES

    Total income tax expense included in the Statements of Income reflects
the Federal statutory rate of 35%.  The Federal statutory rate produces
effective income tax rates of 22.5% and 31.1% for the three and twelve month
periods ended March 31, 1999, compared to 21.4% and 22.9% for the three and
twelve month periods ended March 31, 1998.  The effective income tax rates
vary from the Federal statutory rate due to the permanent differences,
including the amortization of investment tax credits, benefits from corporate-
owned life insurance, and accelerated amortization of certain deferred income
taxes. 


5.  SEGMENTS OF BUSINESS

    In 1998, the company adopted SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information."  This statement requires the company to
define and report the company's business segments based on how management
currently evaluates its business.  The company is evaluated from a segment
<PAGE> 11
perspective as a part of its parent company, Western Resources.  The company
is an integral component of Western Resources and its financial position and
operations are managed as such.  Based on the management approach to
determining business segments, the company only has one business segment. 
This segment is nuclear generation.  The company's remaining operations of
fossil generation and energy delivery are fully integrated with those of
Western Resources.  

    The accounting policies of the segments are substantially the same as
those described in the summary of significant accounting policies.  The
company evaluates segment performance based on earnings before interest and
taxes.  The company has no single external customer from which it receives ten
percent or more of revenues.

Three Months Ended March 31, 1999:
                     
                     Electric     Nuclear     Eliminating
                    Operations   Generation      Items        Total   
                                  (Dollars in Thousands) 

External sales. . . $  133,910   $     -      $      -      $  133,910
Allocated sales . .                  29,218       (29,218)         -  
Earnings before 
 interest and taxes     33,142       (4,225)                    28,917 
Interest expense. .                                             12,262
Earnings before 
 income taxes . . .                                             16,655 


Three Months Ended March 31, 1998:
                     
                     Electric     Nuclear     Eliminating
                    Operations   Generation      Items        Total   
                                  (Dollars in Thousands) 

External sales. . . $  134,566   $     -      $      -      $  134,566
Allocated sales . .                  29,239       (29,239)         -  
Earnings before 
 interest and taxes     44,822       (3,946)                    40,876 
Interest expense. .                                             12,359
Earnings before 
 income taxes . . .                                             28,517 

<PAGE> 12
Year Twelve Months Ended March 31, 1999:
                                         
                     Electric     Nuclear     Eliminating
                    Operations   Generation      Items        Total   
                                  (Dollars in Thousands)

External sales. . . $  647,723   $     -      $      -      $  647,723 
Allocated sales . .                 117,496      (117,496)        -   
Earnings before 
 interest and taxes    207,334      (21,199)         -         186,135 
Interest expense. .                                             49,261 
Earnings before 
 income taxes . . .                                            136,874 


Year Twelve Months Ended March 31, 1998:

                     Electric     Nuclear     Eliminating
                    Operations   Generation      Items        Total   
                                  (Dollars in Thousands)

External sales. . . $  605,220   $     -      $      -      $  605,220 
Allocated sales . .                 102,449      (102,449)        -   
Earnings before  
 interest and taxes    186,523      (54,588)         -         131,935 
Interest expense. .                                             49,770 
Earnings before 
 income taxes . . .                                             82,165 


<PAGE> 13
                 KANSAS GAS AND ELECTRIC COMPANY

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


INTRODUCTION

    In Management's Discussion and Analysis we explain the general financial
condition and the operating results for the company.  We explain:

      -  What factors affect our business
      -  What our earnings and costs were for the three and twelve month
            periods ended March 31, 1999 and 1998
      -  Why these earnings and costs differed from period to period
      -  How our earnings and costs affect our overall financial condition
      -  Any other items that particularly affect our financial condition or
            earnings

    The following Management's Discussion and Analysis of Financial Condition
and Results of Operations updates the information provided in the 1998 Annual
Report on Form 10-K and should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in
the company's 1998 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

    Certain matters discussed here and elsewhere in this Annual Report are
"forward-looking statements."  The Private Securities Litigation Reform Act of
1995 has established that these statements qualify for safe harbors from
liability.  Forward-looking statements may include words like we "believe,"
"anticipate," "expect" or words of similar meaning.  Forward-looking
statements describe our future plans, objectives, expectations or goals.  Such
statements address future events and conditions concerning capital
expenditures, earnings, litigation, rate and other regulatory matters,
possible corporate restructurings, mergers, acquisitions, dispositions,
liquidity and capital resources, interest and dividend rates, Year 2000 Issue,
environmental matters, changing weather, nuclear operations and accounting
matters.  What happens in each case could vary materially from what we expect
because of such things as electric utility deregulation, including ongoing
state and federal activities; future economic conditions; legislative
developments; our regulatory and competitive markets; and other circumstances
affecting anticipated operations, sales and costs.

FINANCIAL CONDITION

General 

    Net income of $12.9 million for the three months ended March 31, 1999
decreased substantially from $22.4 million for the same period in 1998.  The
decrease in net income was primarily due to higher operating expenses, a
decrease in other income, and an electric rate decrease that was implemented
on June 1, 1998.  The decrease in other income was related to proceeds
received in 1998 from corporate-owned life insurance policies.  
<PAGE> 14
    Net income for the twelve months ended March 31, 1999, of $94.3 million,
increased from net income of $63.4 million for the comparable period of 1998. 
The increase was primarily attributable to increased sales because of warmer
weather, lower operating expenses, and the completion of the amortization of a
regulatory asset in December 1997.

OPERATING RESULTS

    The following discussion explains significant changes in results of
sales, cost of sales, operating expenses, other income (expense), interest
expense and income taxes between the three and twelve month periods ended
March 31, 1999 and comparable periods of 1998.

Sales 

    Sales are based on energy deliveries and rates authorized by the Kansas
Corporation Commission (KCC) and the Federal Energy Regulatory Commission
(FERC).  Rates charged for the sale and delivery of electricity are designed
to recover the cost of service and allow investors a fair rate of return.  Our
sales vary with levels of energy deliveries.  Changing weather affects the
amount of energy our customers use.  Very hot summers and very cold winters
prompt more demand, especially among our residential customers.  Mild weather
reduces demand.

    Many things will affect our future sales.  They include:

      -  The weather
      -  Our electric rates
      -  Competitive forces
      -  Customer conservation efforts
      -  Wholesale demand
      -  The overall economy of our service area

    The following table reflects changes in retail electric energy deliveries
for the three and twelve months ended March 31, 1999 from the comparable
periods of 1998. 
                                     3 Months       12 Months
                                       Ended          Ended  
         Residential                  (0.1)%           11.2%  
         Commercial                    3.7%             7.7% 
         Industrial                   (2.6)%           (0.2)%
         Wholesale                    (3.2)%           (8.6)%                 
         Total                        (0.6)%            3.0% 

    Sales decreased slightly for the three months ended March 31, 1999, as a
result of decreased residential and industrial energy deliveries and the
effect of our $10 million electric rate reduction implemented on June 1, 1998.

    Sales increased $42.5 million or 7% for the twelve months ended March 31,
1999, primarily due to increased residential energy deliveries as a result of
warmer summer temperatures.  Our June 1, 1998 electric rate reduction
partially offset this increase.
<PAGE> 15

Cost of Sales 

    Items included in energy cost of sales are fuel expense and  purchased
power expense (electricity we purchase from others for resale).

    Electric fuel costs are included in base rates.  Therefore, if we wished
to recover an increase in fuel costs, we would have to file a request for
recovery in a rate filing with the KCC which could be denied in whole or in
part. Any increase in fuel costs from the projected average which the company
did not recover through rates would reduce our earnings.  The degree of any
such impact would be affected by a variety of factors, however, and thus
cannot be predicted.

    Actual cost of fuel to generate electricity (coal, nuclear fuel, natural
gas or oil) and the amount of power purchased from other utilities decreased
slightly for the first quarter of 1999.  Cost of sales were $19.7 million
higher for the twelve months ended March 31, 1999.  With an increase in
customer demand for electricity and the availability of our Wolf Creek nuclear
generating station and La Cygne coal generating station during the twelve
months ended March 31, 1999, we produced more electricity.  The increase in
net generation caused our fuel costs to increase for the twelve months ended
March 31, 1999.

OPERATING EXPENSES

Operating and Maintenance Expense 

    Total operating and maintenance expense increased $3.6 million or over
10% for the three months ended March 31, 1999.  The increase is attributable
to an increase in KGE's portion of costs shared with Western Resources which
are associated with the dispatching of electric power.  The restarting of our
Neosho generation station, a boiler outage at our Gordon Evans generation
station, and preliminary refueling expenses at Wolf Creek also contributed to
the increase.

    Wolf Creek was taken off-line on April 3, 1999, for its tenth refueling
and maintenance outage.  We anticipate our operating expenses (including cost
of sales) will increase in 1999 as a result of this outage.  Wolf Creek was
returned to service on May 9, 1999.

    Total operating and maintenance expense decreased $16.2 million or 9% for
the twelve months ended March 31, 1999.  This decrease is primarily due to a
decrease in costs associated with the dispatching of electric power as
mentioned above.

Depreciation and Amortization Expense 

    Depreciation and amortization expense increased $0.6 million for the
first quarter in 1999 from 1998 as a result of an increase in our plant
depreciation base.  Depreciation and amortization expense decreased $19.5
million for the twelve months ended March 31, 1999 from 1998 primarily due to
the complete amortization of a regulatory asset in 1997.
<PAGE> 16
Selling, General and Administrative Expense

    Selling, general and administrative expense increased $1.2 million and
$4.6 million for the three and twelve months ended March 31, 1999, from the
same periods in 1998.  Most of these increases are attributable to higher
employee benefit costs.

Business Segments

    We define and report our business segments based on how management
currently evaluates our business.  We are evaluated from a segment perspective
as a part of our parent company, Western Resources.  Our company is an
integral component of Western Resources and its financial position and
operations are managed as such.  Based on the management approach to
determining business segments, our company only has one business segment. 
This segment is nuclear generation.  Our remaining operations of fossil
generation and energy delivery are fully integrated with those of Western
Resources.

    We along with Western Resources manage our business segments' performance
based on our earnings before interest and taxes (EBIT).

    Allocated sales are external sales collected from customers by our
electric operations segment that are allocated to our nuclear generation
business segment based on demand and energy cost.  The following discussion
identifies key factors affecting our business segment.

Nuclear Generation

                                     3 Months Ended        12 Months Ended
                                        March 31,              March 31, 
                                     1999       1998       1999        1998  
                                             (Dollars in Thousands)     
   Allocated sales . . . . . . .   $ 29,218   $ 29,239    $117,496  $102,449
   EBIT. . . . . . . . . . . . .     (4,225)    (3,946)    (21,199)  (54,588) 


    Nuclear fuel generation has no external sales because it provides all of
its power to its co-owners KGE, KCPL and Kansas Electric Power Cooperative,
Inc.  The amounts above are our 47% share of Wolf Creek's operating results.

    Allocated sales and EBIT were higher for the twelve months ended March
31, 1999 compared to the same period in 1998 because Wolf Creek operated the
entire period without any outages.  In the fourth quarter of 1997, the Wolf
Creek facility was off line for 58 days for a scheduled maintenance outage. 
EBIT was also higher because depreciation and amortization expense decreased
$26 million because we had fully amortized a regulatory asset during 1997.

    On April 3, 1999, Wolf Creek was taken off-line for a schedule
maintenance outage.  The outage was completed 36 days later on May 9, 1999.
<PAGE> 17
Other Income (Expense) 

    Other income (expense) includes miscellaneous income and expenses not
directly related to our operations.  Other income and (expense) for the first
quarter decreased $6.1 million.  The decrease is attributed to benefits
received during the first quarter of 1998 pursuant to our corporate-owned life
insurance policies totaling $6.8 million.  Other income for the twelve months
ended March 31, 1999, realized a slight increase over the same period in 1998. 

Interest Expense 

    Interest expense includes the interest we paid on outstanding debt.  We
experienced a slight decrease in interest expense for the first quarter and
the twelve months ended March 31, 1999. Our average outstanding short-term
debt balances were lower during both periods which contributed to the
decreases in interest expense.  After January 1998, no short-term debt has
been held. 


LIQUIDITY AND CAPITAL RESOURCES

    The company's liquidity is a function of its ongoing construction and
maintenance program designed to improve facilities which provide electric
service and meet future customer service requirements.  Our ability to provide
the cash or debt to fund our capital expenditures depends upon many things,
including available resources, our financial condition and current market
conditions.

    Other than operations, our primary source of short-term cash is from
short-term bank loans.  At March 31, 1999, we had no short-term borrowings. 


OTHER INFORMATION

Year 2OOO Issue

    We, as part of the Western Resources Year 2000 readiness program, are
currently addressing the effect of the Year 2000 Issue on information systems
and operations.  We face the Year 2000 Issue because many computer systems and
applications abbreviate dates by eliminating the first two digits of the year,
assuming that these two digits are always "19".  On January 1, 2000, some
computer programs may incorrectly recognize the date as January 1, 1900.  Some
computer systems and applications may incorrectly process critical information
or may stop processing altogether because of the date abbreviation. 
Calculations using dates beyond December 31, 1999 may affect computer
applications before January 1, 2000.

    Overall, based on manhours as a measure of work effort, Western Resources
believes it is approximately 76% complete with its readiness efforts.  
<PAGE> 18

    The estimated progress of Western Resources departments and business
units, exclusive of WCNOC, at March 31, 1999, based on manhours, is as
follows:

                                               Percentage 
      Department/Business Unit                 Completion 

    Fossil Fuel . . . . . . . . . . . . . .        50%
    Power Delivery. . . . . . . . . . . . .        74%
    Information Technology. . . . . . . . .        87%
    Administrative. . . . . . . . . . . . .        76%

    Western Resources currently estimates that total costs to update all of
its electric utility operating systems for Year 2000 readiness, excluding
costs associated with WCNOC discussed below, to be approximately $6.9 million,
of which $4.3 million represents IT costs and $2.6 million represents non-IT
costs.  As of March 31, 1999 Western Resources has expensed approximately $5.0
million of these costs, of which $3.7 million represent IT costs and $1.3
million represent non-IT costs.  Based on what they know, they expect to incur
the remaining $1.9 million, of which $0.6 million represents IT costs and $1.3
million represents non-IT costs,  by the end of 1999.  Western Resources has
allocated approximately $2.0 million of the expensed costs to our company and
we expect an additional $0.8 million to be allocated for the remaining costs
to be incurred.

    WOLF CREEK NUCLEAR OPERATING CORPORATION (WCNOC):  The table below sets
forth estimates of the status of the components of WCNOC's Year 2000 readiness
program at March 31, 1999.
<TABLE>
                                                                  Estimated
                                                                  Completion      Percentage    
                   Phase                                             Date         Completion  
   <S>                                                            <C>             <C> 
   Identification and assessment of plant components                                 100%
   Identification and assessment of computers/software (Note 1)                      100%
   Identification and Assessment of Other Areas (Note 2)                             100%
   Identified mission critical remediations complete (Note 3)       Oct 99            60%
   Comprehensive testing guidelines                                                  100%
   Comprehensive testing (Note 4)                                   Jun 99            55%
   Contingency planning guidelines                                                   100%
   Contingency planning individual plans                            Jun 99            80%

   Note 1 - Several computers are on three year lease and will not be obtained until 1999.
   Note 2 - Includes items such as measuring/test and telecommunications equipment.
   Note 3 - Two major modifications are currently scheduled to be completed after June 1999,
            the remaining remediations are presently scheduled for completion prior to July 1999.
   Note 4 - These tests are being used to define the options available for minor remediations.
            Several other post-remediation tests will also be performed.
</TABLE>
      WCNOC has established a goal of completing all assessments of affected
systems by the end of the second quarter of 1999, and has a goal to complete
mission critical remediations by the end of the third quarter, except for one
scheduled for October, 1999.
<PAGE> 19
    WCNOC has estimated the costs to complete the Year 2000 project at $3.9
million ($1.8 million, our share).  As of March 31, 1999, $2.0 million ($0.9 
million, our share) had been spent on the project.  A summary of the projected
costs to complete and actual costs incurred through March 31, 1999, is as
follows:

                                       Projected      Actual
                                         Costs        Costs 
                                       (Dollars in Thousands)  
                   
     Wolf Creek Labor and Expenses. .    $  499       $  319
     Contractor Costs . . . . . . . .     1,004          733
     Remediation Costs. . . . . . . .     2,245          966
       Total. . . . . . . . . . . . .    $3,748       $2,018

    Approximately $2.9 million ($1.4  million, our share) of WCNOC's total
Year 2000 cost is purchased items and installation costs associated with
remediation.  Of these remediation costs, $1.8  million ($0.8 million, our
share) are associated with seven major jobs which are completed or in
progress.  All of these costs are being expensed as they are incurred and are
being funded on a daily basis along with our normal costs of operations.
<PAGE> 20

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

    The company has not experienced any significant changes in its exposure
to market risk since December 31, 1998.  For additional information on the
company's market risk, see the Form 10-K dated December 31, 1998.

<PAGE> 21
                KANSAS GAS AND ELECTRIC COMPANY
                   Part II Other Information


Item 1.  Legal Proceedings 

         None 

Item 2.  Changes in Securities and Use of Proceeds 

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         Information required by Item 4 is omitted pursuant to General 
         Instruction H(2)(b) to Form 10-Q.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

   (a)   Exhibits:

         Exhibit 12   -   Computation of Ratio of Earnings to Fixed Charges
                          for 12 Months Ended March 31, 1999 (filed
                          electronically)

         Exhibit 27 - Financial Data Schedule (filed electronically)

   (b)   Reports on Form 8-K:

         None


<PAGE> 22
                            SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         KANSAS GAS AND ELECTRIC COMPANY  


Date      May 17, 1999                  By     /s/ Richard D. Terrill        
                                                 Richard D. Terrill
                                              Secretary, Treasurer and
                                                   General Counsel