Form 10-Q
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                     ____________________________
                                   
         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
           For the quarterly period ended September 30, 1998
                                   
                                  OR
                                   
        [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
                For the transition period from      to
                                   
                     Commission file number 1-707
                                   
                   KANSAS CITY POWER & LIGHT COMPANY
        (Exact name of registrant as specified in its charter)
                                   
                                   
            Missouri                              44-0308720
 (State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)
                                   
                                   
            1201 Walnut, Kansas City, Missouri   64106-2124
         (Address of principal executive offices)   (Zip Code)
                                   
  Registrant's telephone number, including area code: (816) 556-2200


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 ( )

The  number of shares outstanding of the registrant's Common stock  at
November 9, 1998, was 61,898,020 shares.

<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS

                                                    September 30   December 31
                                                        1998          1997
                                                            (thousands)
ASSETS
UTILITY PLANT, at original cost
 Electric                                             $3,552,745    $3,502,796
 Less-accumulated depreciation                         1,379,035     1,314,154
    Net utility plant in service                       2,173,710     2,188,642
 Construction work in progress                           102,814        93,264
 Nuclear fuel, net of amortization of
  $100,839 and $86,516                                    31,881        41,649
    Total                                              2,308,405     2,323,555

REGULATORY ASSET - RECOVERABLE TAXES                     123,000       123,000

INVESTMENTS AND NONUTILITY PROPERTY                      331,623       345,126

CURRENT ASSETS
 Cash and cash equivalents                                82,481        74,098
 Electric customer accounts receivable, net of
    allowance for doubtful accounts
    of $1,910 and $1,941                                  67,603        28,741
 Other receivables                                        29,622        33,492
 Fuel inventories, at average cost                        17,333        13,824
 Materials and supplies, at average cost                  44,662        46,579
 Deferred income taxes                                     3,831           648
 Other                                                     2,912         7,155
    Total                                                248,444       204,537

DEFERRED CHARGES
 Regulatory assets                                        27,416        30,017
 Other deferred charges                                   30,518        31,798
    Total                                                 57,934        61,815

    Total                                             $3,069,406    $3,058,033

CAPITALIZATION AND LIABILITIES
CAPITALIZATION (see statements)                       $2,008,787    $2,051,489
CURRENT LIABILITIES
 Notes payable to banks                                    6,741         1,243
 Current maturities of long-term debt                     36,287        74,180
 Accounts payable                                         53,899        57,568
 Accrued taxes                                            63,442         1,672
 Accrued interest                                         18,531        22,360
 Accrued payroll and vacations                            22,608        23,409
 Accrued refueling outage costs                            9,832         1,664
 Other                                                    32,243        15,068
     Total                                               243,583       197,164

DEFERRED CREDITS AND OTHER LIABILITIES
 Deferred income taxes                                   642,174       638,679
 Deferred investment tax credits                          59,824        63,257
 Other                                                   115,038       107,444
    Total                                                817,036       809,380

COMMITMENTS AND CONTINGENCIES

   Total                                              $3,069,406    $3,058,033

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                1

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION

                                                    September 30   December 31
                                                        1998          1997
                                                            (thousands)
COMMON STOCK EQUITY
 Common stock-150,000,000 shares authorized
   without par value-61,908,726 shares issued,
   stated value                                      $   449,697   $   449,697
 Retained earnings (see statements)                      461,430       428,452
 Unrealized gain on securities available for sale            697         1,935
 Capital stock premium and expense                        (1,674)       (1,664)
          Total                                          910,150       878,420
CUMULATIVE PREFERRED STOCK
 $100 Par Value
   3.80% - 100,000 shares issued                          10,000        10,000
   4.50% - 100,000 shares issued                          10,000        10,000
   4.20% -  70,000 shares issued                           7,000         7,000
   4.35% - 120,000 shares issued                          12,000        12,000
 No Par Value
   4.37%* - 500,000 shares issued                         50,000        50,000
 $100 Par Value - Redeemable
   4.00%                                                      62            62
          Total                                           89,062        89,062
COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY KCPL
SUBORDINATED DEBENTURES                                  150,000       150,000

LONG-TERM DEBT (excluding current maturities)
 General Mortgage Bonds
    Medium-Term Notes due 1998-2008, 6.90% and
       6.92% weighted-average rate                       386,000       407,500
    4.07%* Environmental Improvement Revenue
       Refunding Bonds due 2012-23                       158,768       158,768
 Guaranty of Pollution Control Bonds
    4.31% as of December 31, 1997, due 2015-17                 0       196,500
 Environmental Improvement Revenue Refunding Bonds
    4.28%* Series A & B due 2015                         106,500             0
    4.50% Series C due 2017                               50,000             0
    4.35% Series D due 2017                               40,000             0
 Subsidiary Obligations
    Affordable Housing Notes due 2000-06, 8.34%
       and 8.48% weighted-average rate                    54,775        61,207
    Bank Credit Agreement due October 31, 1999,
       6.87% and 6.67% weighted-average rate              61,000       107,500
    Other Long-Term Notes                                  2,532         2,532
          Total                                          859,575       934,007
          Total                                       $2,008,787    $2,051,489

*  Variable rate securities, weighted-average rate as of September 30, 1998

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                2

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME



Three Months Ended September 30               1998          1997
                                                  (thousands)
ELECTRIC OPERATING REVENUES                 $313,462      $290,218

OPERATING EXPENSES
 Operation
   Fuel                                       41,039        39,832
   Purchased power                            31,273        17,219
   Other                                      49,631        49,897
 Maintenance                                  18,597        15,973
 Depreciation                                 28,857        27,464
 Income taxes                                 39,058        38,762
 General taxes                                27,934        27,648
    Total                                    236,389       216,795

OPERATING INCOME                              77,073        73,423

OTHER INCOME AND (DEDUCTIONS)
 Allowance for equity funds
  used during construction                       912           779
 Miscellaneous income                         10,471        11,263
 Miscellaneous deductions                    (22,633)      (16,896)
 Income taxes                                 10,804         8,596
    Total                                       (446)        3,742

INCOME BEFORE INTEREST CHARGES                76,627        77,165

INTEREST CHARGES
 Long-term debt                               14,056        15,261
 Short-term debt                                  72           103
 Miscellaneous                                 4,189         4,172
 Allowance for borrowed funds
  used during construction                      (575)         (518)
    Total                                     17,742        19,018

 Net Income                                   58,885        58,147
 Preferred Stock
  Dividend Requirements                          973           952
 Earnings Available for
  Common Stock                               $57,912       $57,195

Average Number of Common
 Shares Outstanding                           61,888        61,896
Basic and Diluted earnings
 per Common Share                              $0.94         $0.92
Cash Dividends per
 Common Share                                 $0.415        $0.405

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                3

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME



Year to Date September 30                     1998          1997
                                                  (thousands)
ELECTRIC OPERATING REVENUES             $    748,599  $    700,382

OPERATING EXPENSES
 Operation
   Fuel                                      112,624       104,045
   Purchased power                            54,317        46,141
   Other                                     143,320       141,358
 Maintenance                                  50,842        52,553
 Depreciation                                 86,238        83,037
 Income taxes                                 70,854        61,128
 General taxes                                72,135        72,366
 Deferred Wolf Creek costs amortization            0         1,368
    Total                                    590,330       561,996

OPERATING INCOME                             158,269       138,386

OTHER INCOME AND (DEDUCTIONS)
 Allowance for equity funds
  used during construction                     2,735         1,772
 Miscellaneous income                         34,390        23,724
 Miscellaneous deductions                    (60,385)      (92,560)
 Income taxes                                 31,168        48,691
    Total                                      7,908       (18,373)

INCOME BEFORE INTEREST CHARGES               166,177       120,013

INTEREST CHARGES
 Long-term debt                               43,426        44,777
 Short-term debt                                 239         1,273
 Miscellaneous                                12,521         8,710
 Allowance for borrowed funds
  used during construction                    (1,816)       (1,891)
    Total                                     54,370        52,869

 Net Income                                  111,807        67,144
 Preferred Stock
  Dividend Requirements                        2,930         2,866
 Earnings Available for
  Common Stock                              $108,877       $64,278

Average Number of Common
 Shares Outstanding                           61,878        61,896
Basic and Diluted earnings
 per Common Share                              $1.76         $1.04
Cash Dividends per
 Common Share                                 $1.225        $1.215

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                4

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME



Twelve Months Ended September 30              1998          1997
                                                  (thousands)
ELECTRIC OPERATING REVENUES                 $944,160      $901,270

OPERATING EXPENSES
 Operation
   Fuel                                      143,088       140,415
   Purchased power                            67,423        57,810
   Other                                     193,859       188,843
 Maintenance                                  69,181        70,009
 Depreciation                                114,099       110,380
 Income taxes                                 80,839        63,514
 General taxes                                93,066        94,345
 Deferred Wolf Creek costs amortization            0         4,273
    Total                                    761,555       729,589

OPERATING INCOME                             182,605       171,681

OTHER INCOME AND (DEDUCTIONS)
 Allowance for equity funds
  used during construction                     3,370         2,605
 Miscellaneous income                         48,178        23,724
 Miscellaneous deductions                    (84,758)      (99,154)
 Income taxes                                 45,511        55,949
    Total                                     12,301       (16,876)

INCOME BEFORE INTEREST CHARGES               194,906       154,805

INTEREST CHARGES
 Long-term debt                               58,947        58,990
 Short-term debt                                 348         1,383
 Miscellaneous                                16,654         9,930
 Allowance for borrowed funds
  used during construction                    (2,266)       (2,407)
    Total                                     73,683        67,896

 Net Income                                  121,223        86,909
 Preferred Stock
  Dividend Requirements                        3,853         3,816
 Earnings Available for
  Common Stock                              $117,370       $83,093

Average Number of Common
 Shares Outstanding                           61,893        61,897
Basic and Diluted earnings
 per Common Share                              $1.90         $1.34
Cash Dividends per
 Common Share                                  $1.63         $1.62

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                5

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS



Year to Date September 30                       1998        1997
                                                   (thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                 $  111,807  $   67,144
 Adjustments to reconcile net income
  to net cash from operating activities:
 Depreciation                                   86,238      83,037
 Amortization of:
  Nuclear fuel                                  14,323      15,211
  Deferred Wolf Creek costs                          0       1,368
  Other                                          6,802       6,049
 Deferred income taxes (net)                       896     (10,168)
 Investment tax credit amortization             (3,433)     (3,170)
 Deferred merger costs                               0      (5,712)
 Kansas rate refund accrual                     11,174           0
 Allowance for equity funds used
   during construction                          (2,735)     (1,772)
 Other operating activities (Note 2)            36,375      25,881

  Net cash from operating activities           261,447     177,868

CASH FLOWS FROM INVESTING ACTIVITIES
 Utility capital expenditures                  (71,941)    (92,782)
 Allowance for borrowed funds used
   during construction                          (1,816)     (1,891)
 Purchases of investments                      (22,338)    (98,500)
 Purchases of nonutility property              (13,686)    (12,271)
 Sale of KLT Power                              53,033           0
 Sale of streetlights                                0      21,500
 Other investing activities                     (7,924)     (8,390)

  Net cash from investing activities           (64,672)   (192,334)

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of mandatorily reedemable
   Preferred Securities                              0     150,000
 Issuance of long-term debt                     10,405      66,292
 Repayment of long-term debt                  (122,730)    (26,787)
 Net change in short-term borrowings             5,498         935
 Dividends paid                                (78,829)    (78,094)
 Other financing activities                     (2,736)     (9,413)

  Net cash from financing activities          (188,392)    102,933

NET CHANGE IN CASH AND CASH
      EQUIVALENTS                                8,383      88,467
CASH AND CASH EQUIVALENTS
      AT BEGINNING OF YEAR                      74,098      23,571
CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                          $82,481    $112,038

CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized)           $58,915     $56,562
Income taxes                                      $468          $0

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                6

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS



Twelve Months Ended September 30                1998        1997
                                                   (thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                 $  121,223  $   86,909
 Adjustments to reconcile net income
  to net cash from operating activities:
 Depreciation                                  114,099     110,380
 Amortization of:
  Nuclear fuel                                  15,948      20,421
  Deferred Wolf Creek costs                          0       4,273
  Other                                          8,976       7,452
 Deferred income taxes (net)                    15,844     (19,438)
 Investment tax credit amortization             (4,113)     (4,227)
 Deferred storm costs                                0      (8,885)
 Deferred merger costs                           5,712      (5,712)
 Kansas rate refund accrual                     11,174           0
 Allowance for equity funds used
   during construction                          (3,370)     (2,605)
 Other operating activities (Note 2)             6,570       8,580

  Net cash from operating activities           292,063     197,148

CASH FLOWS FROM INVESTING ACTIVITIES
 Utility capital expenditures                 (103,893)   (117,105)
 Allowance for borrowed funds used
   during construction                          (2,266)     (2,407)
 Purchases of investments                      (31,441)   (118,305)
 Purchases of nonutility property              (17,148)    (17,286)
 Sale of KLT Power                              53,033           0
 Sale of streetlights                                0      21,500
 Other investing activities                     (8,436)     (4,876)

  Net cash from investing activities          (110,151)   (238,479)

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of mandatorily redeemable
   Preferred Securities                              0     150,000
 Issuance of long-term debt                     10,405     176,292
 Repayment of long-term debt                  (124,775)    (46,787)
 Net change in short-term borrowings             5,806     (34,065)
 Dividends paid                               (104,777)   (104,096)
 Other financing activities                      1,872     (11,204)

  Net cash from financing activities          (211,469)    130,140

NET CHANGE IN CASH AND CASH
      EQUIVALENTS                              (29,557)     88,809
CASH AND CASH EQUIVALENTS
      AT BEGINNING OF PERIOD                   112,038      23,229
CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                          $82,481    $112,038

CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized)           $73,625     $63,459
Income taxes                                   $22,853     $17,605

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                7

<PAGE>
<TABLE>

KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                              Three Months Ended           Year to Date          Twelve Months Ended
                                                 September 30              September 30              September 30
                                              1998         1997         1998         1997         1998         1997
                                                                           (thousands)
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
Net income                                $  58,885    $  58,147    $ 111,807    $  67,144    $ 121,223    $  86,909

Other comprehensive income (loss),
   net of tax:
     Net unrealized gain (loss) on
      securities available for sale          (2,293)          84       (1,238)      (1,315)      (4,472)      (1,769)

Comprehensive Income                      $  56,592    $  58,231    $ 110,569    $  65,829    $ 116,751    $  85,140

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.






CONSOLIDATED STATEMENTS OF RETAINED EARNINGS


                                              Three Months Ended           Year to Date          Twelve Months Ended
                                                 September 30              September 30              September 30
                                              1998         1997         1998         1997         1998         1997
                                                                            (thousands)
Beginning Balance                         $ 429,216    $ 412,890    $ 428,452    $ 455,934    $ 444,984    $ 462,171
Net Income                                   58,885       58,147      111,807       67,144      121,223       86,909
                                            488,101      471,037      540,259      523,078      566,207      549,080
Dividends Declared
  Preferred stock - at required rates           981          986        3,022        2,892        3,903        3,827
  Common stock                               25,690       25,067       75,807       75,202      100,874      100,269
Ending Balance                            $ 461,430    $ 444,984    $ 461,430    $ 444,984    $ 461,430    $ 444,984

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

</TABLE>

                                8

<PAGE>

KANSAS CITY POWER & LIGHT COMPANY

Certain Forward-looking Information

      Statements made in this report which are not based on historical
facts   are  forward-looking  and,  accordingly,  involve  risks   and
uncertainties  that  could cause actual results to  differ  materially
from those discussed.  Any forward-looking statements are intended  to
be  as  of  the date on which such a statement is made.  In connection
with  the  safe harbor provisions of the Private Securities Litigation
Reform  Act of 1995, we are providing the following important  factors
that  could  cause actual results to differ materially  from  provided
forward-looking information.  These important factors include: (a) the
proposed Western Resources Inc. (Western Resources) merger (see Note 1
to   the  Consolidated  Financial  Statements);  (b)  future  economic
conditions  in the regional, national and international  markets;  (c)
state,   federal  and  foreign  regulation  and  possible   additional
reductions  in  regulated electric rates; (d) weather conditions;  (e)
financial market conditions, including, but not limited to changes  in
interest  rates;  (f)  inflation  rates;  (g)  increased  competition,
including,  but not limited to, the deregulation of the United  States
electric  utility  industry, and the entry  of  new  competitors;  (h)
ability  to  carry  out marketing and sales plans;  (i  )  ability  to
achieve  generation  planning goals and the  occurrence  of  unplanned
generation outages; (j) nuclear operations; (k) ability to  enter  new
markets  successfully  and  capitalize  on  growth  opportunities   in
nonregulated  businesses;  (l) unforeseen events  that  would  prevent
correction of internal or external information systems for  Year  2000
problems,  and (m) adverse changes in applicable laws, regulations  or
rules governing environmental (including air quality regulations), tax
or  accounting matters.  This list of factors may not be all inclusive
since it is not possible for us to predict all possible factors.

Notes to Consolidated Financial Statements

      In  management's  opinion,  the consolidated  interim  financial
statements   reflect  all  adjustments  (which  include  only   normal
recurring  adjustments) necessary to present  fairly  the  results  of
operations  for  the interim periods presented.  These statements  and
notes  should be read in connection with the financial statements  and
related notes included in our 1997 annual report on Form 10-K.

1.  AMENDED AND RESTATED PLAN OF MERGER WITH WESTERN RESOURCES

        Western  Resources,  Inc.  (Western  Resources)  delivered  an
unsolicited  exchange offer and an amended offer to  KCPL's  Board  of
Directors   during  the  second  quarter  of  1996.    After   careful
consideration,  KCPL's Board of Directors rejected  both  offers.   In
July  1996  Western  Resources commenced an exchange  offer  for  KCPL
Common  Stock.   In late 1996 KCPL began discussing a possible  merger
with Western Resources leading to a February 7, 1997 agreement.

      In  December 1997 KCPL canceled its previously scheduled special
meeting  of  shareholders to vote on the transaction  because  Western
Resources  advised  KCPL  that its investment bankers,  Salomon  Smith
Barney, had indicated that it was unlikely that Salomon would be in  a
position to issue a fairness opinion for the merger transaction on the
basis of the February 7, 1997 agreement. During 1997 KCPL incurred and
deferred  $7  million of merger-related costs that  were  expensed  in
December 1997.

      On  March 18, 1998, KCPL and Western Resources entered  into  an
Amended and Restated Agreement and Plan of Merger (Amended Agreement).
This  Amended Agreement provides for the combination of the  regulated
electric utilities of KCPL and Western Resources into Westar Energy, a
new  company, using purchase accounting.  Westar Energy would be owned
approximately  80.1% by Western Resources and approximately  19.9%  by
KCPL  shareholders.  At closing, KCPL shareholders would  receive  for
every  share  of KCPL Common Stock one share of Westar  Energy  

                                9

<PAGE>

Common Stock and a fraction of a share of Western Resources Common 
Stock worth not less than $21.50 and not more than $26.50 pursuant to a
collar adjustment mechanism.  The estimated trading value per share of
Westar  Energy  Common  Stock to be issued  to  KCPL  shareholders  in
connection with the Amended Agreement was estimated to be in the range
of  $10 to $11 per share (as stated in the Joint Proxy Statement dated
June  9,  1998).  Since Westar Energy would be a newly  formed  entity
with  no trading history, there can be no assurance that Westar Energy
would trade within the initial estimated range.

      On  July  30,  1998, KCPL's and Western Resources'  shareholders
approved  the  Amended Agreement at special meetings of  shareholders.
The  transaction  is subject to several closing conditions,  including
approval  by  a  number  of regulatory and governmental  agencies  and
verification  that no sales or use tax is payable in  connection  with
the  proposed  transactions.  If the merger has  not  been  closed  by
December 31, 1999, either party may terminate the Amended Agreement as
long  as  they did not contribute to the delay.  If Western  Resources
Index Price is less than or equal to $29.78 five trading days prior to
closing, either party can terminate this Amended Agreement.

      Applications  for regulatory approvals of the Amended  Agreement
have  been  filed  with the Kansas Corporation Commission  (KCC),  the
Missouri  Public  Service Commission (MPSC)  and  the  Federal  Energy
Regulatory Commission (FERC).  In the Kansas proceeding, the KCC set a
procedural  schedule that requires the KCC Staff  and  intervenors  to
file  their  testimony  in  the case by December  11,  1998.   In  the
Missouri  proceeding, a number of parties to the case  filed  a  joint
pleading  on  October 7, 1998, recommending a procedural schedule  for
the  case.   In  that  pleading, the MPSC  Staff  indicated  that,  in
conjunction  with the merger case, the MPSC Staff would review  KCPL's
earnings.  In the FERC proceeding, the FERC Staff, on August 24, 1998,
requested   that  the  Companies  amend  their  filing  by   providing
additional   analyses   using  updated  information.    Such   revised
information  is  in the process of being prepared.  We cannot  predict
the timing or outcome of the proceedings.

      As  part of the foregoing conditions, the obligation of  Western
Resources to effect the merger is subject to the following:
      (A)  That the final orders are obtained from the various federal
and  state regulators on terms and conditions which would not  have  a
material  adverse  effect  on  the  benefits  anticipated  by  Western
Resources  in  the  merger.  In many utility mergers state  regulators
require a portion of savings from merger synergies to be allocated  to
customers as a condition for their approval of a transaction.  Western
Resources believes, and has discussed its position with KCPL, that  in
light  of  the rate reductions associated with the merger and  already
allocated  to customers, any efforts by the relevant state  regulators
to seek further rate reductions would give Western Resources the right
to  trigger  such  condition. Western Resources  and  KCPL  have  each
already implemented rate reductions in Kansas and Missouri.  KCPL  has
(i)  already  implemented rate reductions to share anticipated  merger
synergies  with  customers  in Missouri from  its  previously  planned
merger  with UtiliCorp and (ii) entered into a stipulation  in  Kansas
which  states  that  the  Kansas Commission staff  and  the  Citizen's
Utility  Ratepayers  Board will not request rate  reductions  or  rate
refunds  from Western Resources, KCPL or their affiliates sooner  than
one   year  after  consummation  of  the  merger.   Moreover,  Western
Resources  believes that the rate reductions it has begun to implement
in  Kansas take into account synergies that are related to the merger.
However,  there  is  no assurance that the state regulators  will  not
require  Westar  Energy  to share additional merger-related  synergies
with  customers  or  require  rate reductions  for  other  reasons  in
Missouri  or Kansas as a condition to their approval of the merger  or
that  Western  Resources will waive this condition and consummate  the
merger if state regulators require additional rate reductions.
      (B)  That Western Resources will be reasonably satisfied that it
will  be  exempt  from  all of the provisions of  the  Public  Utility
Holding  Company  Act  of 1935 (1935 Act) other than  Section  9(a)(2)
thereof.   Western Resources seeks an exemption under section  3(a)(1)
of the 1935 Act pursuant to 

                                10

<PAGE>

Rule 2. To qualify for an exemption under Section 3(a)(1) of the 1935 Act,
Westar Energy must be predominantly intrastate in character and carry on its 
utility business substantially in the state in which both Westar Energy and 
Western Resources are incorporated, Kansas.  As a result of the merger, Westar
Energy  will  derive utility revenues from outside  of  the  state  of
Kansas  in  an  amount  at the high-end of the range  of  out-of-state
utility  revenues  of utility subsidiaries of holding  companies  that
currently are exempt from the 1935 Act pursuant to Section 3(a)(1) and
Rule  2.  In the event that Western Resources determines prior to  the
consummation of the merger that an exemption under Section 3(a)(1)  of
the 1935 Act is not available, Western Resources must either (i) waive
this  condition and become a registered holding company under the 1935
Act  or  (ii)  determine to assert that this condition  has  not  been
satisfied  and choose not to consummate the merger.  Although  Western
Resources  anticipates that after the merger it will  qualify  for  an
exemption  under Section 3(a)(1) of the 1935 Act pursuant to  Rule  2,
there  is  no  assurance  that  the SEC  will  not  challenge  Western
Resources' stated intention to file for an exemption pursuant to  Rule
2 or that this condition will be satisfied.

      The  Amended Agreement allows the KCPL Board discretion to  make
changes  (including  increases)  in the  KCPL  Common  Stock  dividend
consistent  with past practice exercising good business judgment.   On
August 4, 1998, KCPL's Board approved an increase to the common  stock
dividend raising it to an annualized dividend of $1.66 per share  from
$1.62  per share.  The Amended Agreement also requires KCPL to  redeem
all  outstanding  shares  of  cumulative  preferred  stock  prior   to
consummation  of the proposed transactions.  If the Amended  Agreement
is  terminated under certain other circumstances and KCPL, within  two
and  one-half  years  following termination, agrees  to  consummate  a
business  combination  with a third party  that  made  a  proposal  to
combine  prior to termination, a payment of $50 million  will  be  due
Western  Resources.  Under certain circumstances, if  KCPL  determines
not  to  consummate its merger into Westar Energy due to its inability
to receive a favorable tax opinion from its legal counsel, it must pay
Western  Resources $5 million.  Western Resources  will  pay  KCPL  $5
million to $35 million if the Amended Agreement is terminated and  all
closing  conditions  are satisfied other than conditions  relating  to
Western  Resources receiving a favorable tax opinion  from  its  legal
counsel, favorable statutory approvals or an exemption from the Public
Utility Holding Company Act of 1935.

2.  CONSOLIDATED STATEMENTS OF CASH FLOWS - OTHER OPERATING ACTIVITIES

                                    Year to Date        Twelve Months
                                                            Ended
                                   1998      1997      1998      1997
Cash flows affected by changes                 (thousands)
in:
    Receivables                 $(34,992) $(16,478) $(17,541) $ (9,528)
    Fuel inventories              (3,509)    3,121    (1,377)    3,584
    Materials and supplies         1,917       340     2,332      (505)
    Accounts payable              (3,669)   (9,811)    8,092      (175)
    Accrued taxes                 61,770    44,369       630    (4,250)
    Accrued interest              (3,829)   (3,192)      669     4,579
    Wolf Creek refueling outage    
      accrual                      8,168     5,097    (2,446)    7,731
    Pension and postretirement     
      benefit obligations         (1,478)   (4,335)      612    (2,020)
Other                             11,997     6,770    15,599     9,164
            Total               $ 36,375  $ 25,881  $  6,570  $  8,580
                                               
3.  ACCOUNTING CHANGES

Change in Accounting Estimate

      In  1998 KCPL adopted the American Institute of Certified Public
Accountants  Statement of Position (SOP) 98-1 --  Accounting  for  the
Costs  of  Computer Software Developed or Obtained For 

                                11

<PAGE>

Internal Use.  KCPL was generally in conformance with this SOP prior to
adoption in regards to external direct costs and interest costs incurred in 
the development of computer software for internal use.   This  SOP  also
provides  that once the capitalization criteria of the SOP  have  been
met,  payroll and payroll-related costs for employees who are directly
associated  with  and  who  devote time to the  internal-use  computer
software project should be capitalized.

      Costs  capitalized in accordance with SOP 98-1 will be amortized
on  a  straight-line basis over estimated service lives  of  5  to  10
years.   The  effect  of adopting SOP 98-1 for the  nine-months  ended
September  30,  1998,  is an increase of net income  of  approximately
$2,200,000 ($0.04 per share).

Comprehensive Income

      In  1998  KCPL  adopted  Financial  Accounting  Standards  Board
Statement  No. 130 -- Reporting Comprehensive Income which establishes
standards for reporting of comprehensive income and its components.

4.  SECURITIES AVAILABLE FOR SALE

      Certain  investments in equity securities are accounted  for  as
securities  available  for  sale and adjusted  to  market  value  with
unrealized  gains (or losses), net of deferred income taxes,  reported
as  a  separate  component of comprehensive income  and  common  stock
equity.

     The cost of securities available for sale held by KLT Inc. (KLT),
a  wholly-owned subsidiary of KCPL, was $4.8 million as  of  September
30,  1998,  and  $5.1 million as of December 31,  1997.     Unrealized
gains were $0.7 million net of $0.4 million deferred income taxes,  at
September 30, 1998, decreasing from $1.9 million, net of $1.1  million
deferred income taxes, at December 31, 1997.

5.  CAPITALIZATION

      KCPL  Financing I (Trust), a wholly-owned subsidiary  of  Kansas
City Power & Light Company, has previously issued $150,000,000 of 8.3%
preferred securities.  The sole asset of the Trust is the $154,640,000
principal  amount  of  8.3%  Junior Subordinated  Deferrable  Interest
Debentures, due 2037, issued by KCPL.

     In August 1998 KCPL refinanced the full amount of its Guaranty of
Pollution  Control  Bonds  with  unsecured  Environmental  Improvement
Revenue  Refunding Bonds.  The maturity dates of the  Bonds  were  not
extended.

      From  October 1 through November 9, 1998, KLT's borrowings under
its bank credit agreement increased $18 million.

6.  INTANGIBLE ASSETS

      The  application of purchase accounting for certain  investments
has  resulted  in  about $19 million in goodwill  recognition.   These
amounts  are  included in Other deferred charges and  Investments  and
Nonutility Property on the consolidated balance sheets and  are  being
amortized over 10 to 40 years.

                                12

<PAGE>

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


STATUS OF MERGER

      See  Note 1 to the Consolidated Financial Statements as  to  the
current  status  of the merger agreement with Western  Resources  Inc.
(Western  Resources) including the Amended and Restated Agreement  and
Plan  of  Merger (Amended Merger Agreement) dated March 18, 1998.   In
December 1996 the Federal Energy Regulatory Commission (FERC) issued a
statement  concerning electric utility mergers.  Under the  statement,
companies must demonstrate that their merger does not adversely affect
competition  or  wholesale rates.  As remedies, FERC  may  consider  a
range  of conditions including transmission upgrades, divestitures  of
generating assets or formation of independent system operators.

REGULATION AND COMPETITION

     As competition develops throughout the electric utility industry,
we  are positioning Kansas City Power & Light Company (KCPL) to  excel
in  an  open  market.  We are improving the efficiency of KCPL's  core
utility  operations, lowering prices and offering  new  services.   In
particular,  value-added services for large energy users  can  include
contracts for natural gas commodities.

     Competition in the electric utility industry was accelerated with
the  National  Energy Policy Act of 1992.  This  Act  gives  FERC  the
authority  to require electric utilities to provide transmission  line
access  to  independent  power producers (IPPs)  and  other  utilities
(wholesale wheeling).  KCPL, already active in the wholesale  wheeling
market,  was one of the first utilities to receive FERC's approval  of
an  open-access tariff for wholesale wheeling transactions.  In  April
1996  FERC  issued  an  order  requiring all  owners  of  transmission
facilities  to adopt open-access tariffs and participate in  wholesale
wheeling.   We  have made the necessary filings to  comply  with  that
order.

      FERC's  April  1996  order has encouraged more  movement  toward
retail  competition at the state level. An increasing number of states
have  already  adopted open access requirements for utilities'  retail
electric service, allowing competing suppliers access to their  retail
customers   (retail  wheeling).   Many  other  states   are   actively
considering  retail  wheeling.  In Kansas, the  retail  wheeling  task
force  proposed  a  restructuring bill  that  would  implement  retail
competition on July 1, 2001.  Some of the key points included  in  the
proposed  bill  are: 1) the Kansas Corporation Commission  (KCC)  will
determine  the amount of under-utilized assets (stranded  costs)  each
utility  is  allowed to recover and 2) a unit charge per kwh  will  be
assessed to all customers for recovery of competitive transition costs
(these  costs include stranded costs, other regulatory assets, nuclear
decommissioning, etc.).  In Missouri, a legislative committee has been
formed  to study the issue.  The retail wheeling task force formed  by
the Missouri Public Service Commission (MPSC) issued its report in May
1998.   The  report  identifies issues and  various  options  for  the
legislature to address.  No retail wheeling bill was passed in  either
the Kansas or Missouri legislatures in 1998.

      Competition through retail wheeling could result in market-based
rates  below  current  cost-based rates.  This  would  provide  growth
opportunities  for  low-cost  producers  and  risks  for   higher-cost
producers,  especially those with large industrial  customers.   Lower
rates  and the loss of major customers could result in stranded  costs
and  place  an  unfair  burden  on  the  remaining  customer  base  or
shareholders.  Testimony filed in the merger case in Kansas  for  KCPL
indicated  that  stranded  costs are  approximately  $1  billion.   An
independent  study prepared at the request of the KCC  concluded  that
there  are  no  stranded  costs.  We cannot predict  the  extent  that
stranded  costs 

                                13

<PAGE>

will be recoverable in future rates.  If an adequate and fair provision for
recovery of these lost revenues is not provided, certain generating assets may
have to be evaluated for impairment and appropriate charges recorded against
earnings.  In addition to lower profit margins, market-based rates could also
require generating assets to be depreciated over shorter useful lives,
increasing operating expenses.

      Although  Missouri  and Kansas have not  yet  authorized  retail
wheeling,  we believe KCPL is positioned well to compete  in  an  open
market  with  its diverse customer mix and pricing strategies.   About
20%  of  KCPL's retail mwh sales are to industrial customers which  is
below  the  utility  industry  average.   KCPL  has  a  flexible  rate
structure  with  industrial rates that are competitively  priced  with
other  companies in the region.  In addition, long-term contracts  are
in place or under negotiation for a large portion of KCPL's industrial
sales.   Although there currently is no direct competition for  retail
electric service within KCPL's service territory, it does exist within
the  bulk  power market, between alternative fuel suppliers and  among
third-party   energy   management   companies.    Third-party   energy
management companies are seeking to initiate relationships with  large
users  in  an  attempt  to enhance their chances  to  directly  supply
electricity if retail wheeling is authorized.

      Increased  competition  could also  force  utilities  to  change
accounting  methods.   Financial  Accounting  Standards  Board  (FASB)
Statement No. 71 - Accounting for Certain Types of Regulation, applies
to regulated entities whose rates are designed to recover the costs of
providing  service.   An entity's operations could  stop  meeting  the
requirements  of FASB 71 for various reasons, including  a  change  in
regulation or a change in the competitive environment for a  company's
regulated  services.   For  those operations  no  longer  meeting  the
requirements  of  regulatory accounting, regulatory  assets  would  be
written  off.   KCPL's  regulatory assets, totaling  $150  million  at
September 30, 1998, will be maintained as long as FASB 71 requirements
are met.

       It  is  possible  that  competition  could  eventually  have  a
materially  adverse  affect  on  KCPL's  results  of  operations   and
financial  position.   Should  competition  eventually  result  in   a
significant  charge  to equity, capital costs and  requirements  could
increase significantly.

NONREGULATED OPPORTUNITIES

     KLT Inc. (KLT) is a wholly-owned subsidiary pursuing nonregulated
business  ventures.   On July 31, 1998, KLT sold 100%  of  the  common
stock  of  KLT Power Inc., a wholly-owned subsidiary of KLT, resulting
in  an  after-tax  gain  of  approximately  $2.4  million.   Remaining
ventures  include investments in domestic and China power  production,
energy   services,   oil   and   gas   development   and   production,
telecommunications,  telemetry  technology  and   affordable   housing
limited partnerships.

      KCPL had a total equity investment in KLT of $119 million as  of
September  30,  1998.   KLT's  net income for  the  nine-months  ended
September 30, 1998, totaled $9.0 million compared to $2.7 million  for
the  nine-months ended September 30, 1997.  KLT's consolidated  assets
at September 30, 1998, totaled $302 million.

      On  May  29, 1998, Home Service Solutions Inc. (HSS), a  wholly-
owned  subsidiary of KCPL, entered into a stock purchase agreement  to
obtain  a  50%  interest in R.S. Andrews Enterprises, Inc.  (RSAE),  a
consumer services company in Atlanta, Georgia.  RSAE expects  to  make
future  acquisitions in other key U.S. markets.  On August  28,  1998,
HSS  formed  Worry Free, Inc. to acquire the Worry Free  non-regulated
business  from KCPL.  As a residential service provider,  Worry  Free,
Inc. bundles financing, preventative maintenance and warranty services
for  heating and 

                                14

<PAGE>

air conditioning equipment.  KCPL had a total equity investment in Home 
Service Solutions Inc. of $21 million as of September 30, 1998.

      The growth of KLT and the investment in RSAE by HSS account  for
most of the increase in KCPL's consolidated investments and nonutility
property.

RESULTS OF OPERATIONS

Three-month         Three   months  ended  September   30,   1998,
period:             compared  with  three months  ended  September
                    30, 1997
                    
Nine-month          Nine   months   ended  September   30,   1998,
period:             compared with nine months ended September  30,
                    1997

Twelve-month        Twelve   months  ended  September  30,   1998,
period:             compared  with  twelve months ended  September
                    30, 1997

EARNINGS OVERVIEW

                 Earnings Per Share (EPS)            
             For the Periods Ended September 30

                                                       Increase
                                                       excluding
                                             Merger     Merger
                  1998     1997   Increase  Expenses   Expenses
Three months      $0.94    $0.92    $0.02   $(0.09)      $0.11
  ended
Nine months       $1.76    $1.04    $0.72   $ 0.33       $0.39
  ended
Twelve months     $1.90    $1.34    $0.56   $ 0.26       $0.30
  ended

     EPS for all periods excluding merger expenses increased primarily
due to increases in retail sales because of warmer than normal weather
and   continued  load  growth.   Additionally,  EPS  for  all  periods
increased  due to increased bulk power revenues.  Partially offsetting
these  increases  to EPS are the effects of increased fuel  production
costs  and  purchased power expenses as a result  of  outages  at  the
Hawthorn  5 and LaCygne 1 generating units (see the Fuel and Purchased
Power section).

      Growth  in  subsidiary income increased EPS for the  three-month
period  by  $0.07, the nine-month period by $0.10 and the twelve-month
period by $0.18.  EPS for the three-month period was reduced by  $0.04
because  of the implementation of rate reductions approved by the  KCC
effective January 1, 1998.  EPS for the nine- and twelve-month periods
was  reduced by $0.11 because of the KCC rate reductions.  EPS for the
nine-  and twelve-month periods was also reduced by increased interest
expense related to the mandatorily redeemable preferred securities and
increased depreciation expense.

      Merger  expenses for the three-months ended September 30,  1998,
were  $5.8  million ($0.09 per share).  Merger expenses for the  nine-
months ended September 30, 1998, were $12.0 million ($0.19 per share).
During the nine-months ended September 30, 1997, KCPL paid $53 million
($0.52 per share) to UtiliCorp United Inc. (UtiliCorp) for terminating
the  merger  agreement with UtiliCorp and announcing an  agreement  to
combine with Western Resources.  Merger expenses for the twelve-months
ended September 30, 1998, reduced EPS by $0.26.  For the twelve-months
ended September 30, 1997, EPS was reduced by $0.52 for the payment  to
UtiliCorp.   Costs to 

                                15

<PAGE>

implement the new merger structure with Western Resources announced March 
18, 1998, are being expensed as incurred.

MEGAWATT-HOUR (MWH) SALES AND OPERATING REVENUES

Sales and revenue data:
(revenue change in millions)
                       Periods ended September 30, 1998 versus
                                  September 30, 1997
                    Three Months      Nine Months     Twelve Months
                    Mwh  Revenues    Mwh  Revenues    Mwh  Revenues
                                 Increase (decrease)
Retail Sales:                                                      
 Residential        13 %   $  14     11 %   $  27     11 %    $  31
 Commercial          7 %       8      7 %      18      6 %       21
 Industrial          2 %       2      5 %       4      3 %        4
 Other              10 %       -     10 %      (4)     6 %       (6)
 KS rate refund                                      
  accrual                     (4)             (11)              (11)
   Total Retail      8 %      20      8 %      34      7 %       39
Sales for Resale:                                                  
 Bulk Power Sales  (13)%       3     13 %      13    (11)%        2
 Other              12 %       -     13 %       -     16 %        -
   Total                      23               47                41
 Other revenues                -                1                 2
   Total Operating                                                 
      Revenues             $  23            $  48             $  43
                                                             
                                   
      The  KCC  approved a settlement agreement, effective January  1,
1998, authorizing a $14.2 million revenue reduction and an increase in
depreciation  expense of $2.8 million.  When the KCC  approves  a  new
rate  design,  which is expected to be implemented February  1,  1999,
KCPL  will refund the amount that has accrued between January 1, 1998,
and  the  implementation date.  Recorded revenues for the  three-month
period  are reduced by about $4 million and the nine- and twelve-month
periods  are  reduced by about $11 million as a result of  an  accrual
(recorded in Other in Current Liabilities on the Consolidated  Balance
Sheet) for this rate refund.

      Higher  summer  rates,  which are in effect  from  June  through
September,  and seasonally higher mwh sales in September  1998  versus
December  1997  resulted  in  a  higher customer  accounts  receivable
balance at September 30, 1998, compared with December 31, 1997.

      Warmer than normal weather and continued load growth resulted in
an increase in retail mwh sales for all periods.  Load growth consists
of higher usage-per-customer as well as the addition of new customers.
In addition, retail mwh sales during the nine- and twelve-months ended
September  30,  1997, reflected reduced sales to  a  major  industrial
customer because of a strike by its employees.

      For  the  three-month  period, Other  retail  revenues  remained
approximately  the  same  and for the nine- and  twelve-month  periods
Other retail revenues decreased while Other retail mwh sales increased
for  all periods.  These differences are due to the sale of the public
streetlight  system  to the City of Kansas City,  Missouri  in  August
1997.   The  rate per mwh paid by the city was reduced as a result  of
the sale agreement, as the new rate is for electricity only.  The city
has entered into a separate maintenance agreement with KCPL.

                                16

<PAGE>

      On  August  19,  1998, KCPL set a record  peak  demand  for  the
consumption  of energy of 3,175 megawatts.  This reflects  the  higher
than normal megawatt demand on the system during the summer of 1998.

     KCPL  has long-term sales contracts with certain major industrial
customers.  These contracts are tailored to meet customers'  needs  in
exchange for their long-term commitment to purchase energy.

      Bulk power sales vary with system requirements, generating  unit
and  purchased power availability, fuel costs and the requirements  of
other  electric systems.  For all periods, the price per mwh  of  bulk
power sales increased and even resulted in increased revenues for  the
three-  and  twelve-month  periods even though  mwh  sales  decreased.
Outages  at the LaCygne 1 and 2 generating units in the second quarter
of 1997 contributed to lower bulk power sales in the nine- and twelve-
months ended September 30, 1997.

      Total  revenue per mwh sold varies with changes in rate tariffs,
the mix of mwh sales among customer classifications and the effect  of
declining  price  per  mwh  as  usage increases.   An  automatic  fuel
adjustment provision is included only in sales that apply to less than
1% of revenues.

      Future  mwh sales and revenues per mwh will also be affected  by
national  and  local  economies,  weather  and  customer  conservation
efforts.  Competition, including alternative sources of energy such as
natural  gas,  co-generation, IPPs and other electric  utilities,  may
also affect future sales and revenue.

FUEL AND PURCHASED POWER

      Combined  fuel and purchased power expenses for the  three-month
period increased 27% while total mwh sales (total of retail and  sales
for  resale) increased 5%.  Combined fuel and purchased power expenses
for  the  nine-month  period  increased  11%  while  total  mwh  sales
increased  9%.   Combined fuel and purchased power  expenses  for  the
twelve-month  period increased 6% while total mwh sales increased  3%.
The  differences  are  due  mainly  to  additional  replacement  power
expenses  incurred  during the three-, nine- and  twelve-months  ended
September  30,  1998, due to outages at the Hawthorn 5 and  LaCygne  1
generating  units.   Additionally, the per  unit  cost  of  generation
increased during all periods as a result of more generation  from  oil
and gas which are substantially higher in cost per MMBTU than coal  or
nuclear.  The price per unit of purchased power also increased  during
all   periods  due  to  less  purchased  power  availability  and  the
widespread  use  of  market-based rates in the  competitive  wholesale
market.   Partially  offsetting these factors, the nine-  and  twelve-
months ended September 30, 1997, included additional replacement power
costs incurred during outages at the LaCygne generating units.

      Nuclear  fuel costs per MMBTU decreased 6% for the  twelve-month
period.   Nuclear fuel costs per MMBTU remain substantially less  than
the  MMBTU price of coal averaging 60% of the MMBTU price of coal  for
the  twelve-months ended September 30, 1998 and 1997.  We expect  this
relationship  and the price of nuclear fuel to remain fairly  constant
through  the  year  2001.  For the twelve-months ended  September  30,
1998,  fossil  plants  represented about 76%  of  generation  and  the
nuclear  plant  about 24%.  For the twelve-months ended September  30,
1997,  fossil  plants  represented about 70%  of  generation  and  the
nuclear plant about 30%.  The twelve-months ended September 30,  1998,
reflected a higher percentage of total generation by the fossil plants
due  mainly to the fall 1997 refueling and maintenance outage at  Wolf
Creek  that  lasted  for  58  days in  the  fourth  quarter  of  1997.
Additionally,  the outages at the LaCygne coal-fired generating  units
in  1997

                                17

<PAGE>

reduced the percentage of total generation by the fossil plants for the
twelve-months ended September 30, 1997.

     The MMBTU price of coal decreased 6% for the twelve-month period.
Our  coal  procurement strategies continue to provide coal costs  well
below  the  regional average.  We expect coal costs to  remain  fairly
consistent with current levels through 2001.

OTHER OPERATION AND MAINTENANCE EXPENSES

     Combined other operation and maintenance expenses for all periods
increased.    The  three-month  period  increased  due  to   increased
maintenance expenses resulting from outages at LaCygne 1 and  Hawthorn
5  during  the  three-months ended September  30,  1998.   Repairs  to
Hawthorn  5  to  fix  the damage from a steam  line  rupture  will  be
reimbursed   by   insurance  except  for  the   deductible.    Certain
maintenance  projects originally scheduled for the 1999 spring  outage
were  rescheduled  to  be completed during this  outage  resulting  in
higher   maintenance  expenses  in  1998.   Other  operation  expenses
increased  for  the  nine-month period but were  partially  offset  by
decreased  maintenance expenses as outages at  the  LaCygne  1  and  2
generating  units resulted in additional maintenance expenses  in  the
nine-months  ended September 30, 1997.  Combined other  operation  and
maintenance expenses for the twelve-month period increased due largely
to  increases  in  other power supply expenses,  Wolf  Creek  non-fuel
operations, customer service expenses and sales expenses.

       We  continue  to  emphasize  new  technologies,  improved  work
methodologies  and  cost control.  We are continuously  improving  our
work   processes  to  provide  increased  efficiencies  and   improved
operations.   Through the use of cellular technology,  a  majority  of
customer meters are read automatically.

DEPRECIATION

     The increase in depreciation expense for all periods reflects the
implementation of the KCC settlement agreement and normal increases in
depreciation from capital additions.

TAXES

      The  increase in operating income taxes for all periods reflects
higher  taxable operating income.  Additionally, for the twelve-months
ended  September  30, 1997, income taxes had been reduced  to  reflect
adjustments for the filing of the 1995 tax returns and the  settlement
with the Internal Revenue Service regarding tax issues included in the
1985 through 1990 tax returns.

     Components of general taxes:
                   Three Months     Nine Months    Twelve Months
                       Ended           Ended           Ended
                   September 30    September 30     September 30
                   1998    1997    1998    1997    1998     1997
                                    (thousands)
   Property       $10,508 $11,235 $31,525 $33,704 $41,350  $44,125
   Gross receipts  14,472  13,824  32,922  31,764  42,006   41,227
   Other            2,954   2,589   7,688   6,898   9,710    8,993
      Total       $27,934 $27,648 $72,135 $72,366 $93,066  $94,345

                                18

<PAGE>
      
      Property  taxes decreased for all periods reflecting changes  in
Kansas  tax  law  which  reduced the mill levy rates  and  because  of
reductions  in  Missouri and Kansas property tax assessed  valuations.
Gross  receipts  taxes  increased for all  periods  reflecting  higher
billed Missouri revenues.

OTHER INCOME AND (DEDUCTIONS)

     Miscellaneous  income  for  the nine-  and  twelve-month  periods
increased   because  of  increased  revenues  from   non-utility   and
subsidiary  operations.  The gain on the sale of 100%  of  the  common
stock  of KLT Power Inc., dividends on the investment in a fossil-fuel
generator in Argentina (prior to the sale of the investment), revenues
from an energy services subsidiary in which KLT obtained a controlling
interest  during 1997 and increased oil and gas production contributed
to the increase in miscellaneous income from subsidiary operations for
the nine- and twelve-month periods.

     Miscellaneous deductions for all periods included increased  non-
utility  expenses.   Additionally, the nine- and twelve-month  periods
increased  because of increased subsidiary operating costs.  Increased
gas operations and the inclusion of three small companies in which KLT
obtained  controlling interests during 1997 are the primary activities
that contributed to the increase in subsidiary operating costs.

     Miscellaneous  deductions for the nine- and twelve-month  periods
decreased primarily due to the $53 million payment to UtiliCorp in the
prior  periods.  During the nine-months ended September 30, 1998,  $12
million of merger expenses were incurred related to the Amended Merger
Agreement  with Western Resources.  The twelve-months ended  September
30, 1998, includes an additional $7 million of merger expenses related
to the original merger agreement with Western Resources.
     
     Income taxes for all periods reflect the tax impact of the excess
of  miscellaneous deductions over miscellaneous income.  Additionally,
during  the first nine months of 1998 and 1997 we accrued tax  credits
of  $19 million and $16 million, respectively, or three-fourths of the
total   expected   annual  credits,  related  to  affordable   housing
partnership  investments  and  oil and gas  investments.   Non-taxable
increases  in  the  cash  surrender  value  of  corporate-owned   life
insurance contracts and certain non-deductible expenses also  affected
the  relationship between net miscellaneous income and deductions  and
income taxes.

INTEREST CHARGES

      The increase in miscellaneous interest charges for the nine- and
twelve-month  periods is primarily due to interest costs  incurred  on
the $150 million of 8.3% preferred securities issued in April 1997.

      We  use  interest  rate  swap and cap agreements  to  limit  the
volatility  in  interest expense on a portion of KLT's  variable-rate,
bank  credit  agreement  and  KCPL's  variable-rate,  long-term  debt.
Although  these agreements are an integral part of our  interest  rate
management,  their  incremental effect on interest  expense  and  cash
flows  is  not  significant.   We  do  not  use  derivative  financial
instruments for speculative purposes.

WOLF CREEK

       Wolf   Creek  is  one  of  KCPL's  principal  generating  units
representing  about  16% of its accredited generating  capacity.   The
plant's operating performance has remained strong, contributing  about
26%  of  the  annual  mwh  generation while operating  at  an  average
capacity  of  

                                19

<PAGE>

88% over the last three years.  It has the lowest fuel cost per MMBTU of 
any of KCPL's generating units.

      The  incremental  operating, maintenance and  replacement  power
costs for planned outages are accrued evenly over the unit's operating
cycle,  normally 18 months.  As actual outage expenses  are  incurred,
the refueling liability and related deferred tax asset are reduced.

     Wolf Creek's ninth refueling and maintenance outage, budgeted for
35  days,  began in early October 1997 and was completed  in  December
1997 (58 days).  The extended length of the ninth outage was caused by
several equipment problems.  The extended length of the outage was the
primary  reason  for  a  $7 million increase  in  Wolf  Creek  related
replacement  power  and  operating and maintenance  expenses  for  the
twelve-month  period.   Wolf Creek's tenth refueling  and  maintenance
outage is scheduled for the spring of 1999 and is estimated to be a 40-
day outage.

      Currently,  no  major equipment replacements  are  expected.  An
extended  shut-down  of  Wolf Creek could have a  substantial  adverse
effect  on  KCPL's  business,  financial  condition  and  results   of
operations.   Higher  replacement  power  and  other  costs  would  be
incurred  as  a  result.  Although not expected, an unscheduled  plant
shut-down  could  be  caused  by actions  of  the  Nuclear  Regulatory
Commission  reacting to safety concerns at the plant or other  similar
nuclear   units.   If  a  long-term  shut-down  occurred,  the   state
regulatory commissions could consider reducing rates by excluding  the
Wolf Creek investment from rate base.

     Ownership and operation of a nuclear generating unit exposes KCPL
to  risks regarding the cost of decommissioning the unit at the end of
its  life  and  to  potential retrospective assessments  and  property
losses in excess of insurance coverage.

ENVIRONMENTAL MATTERS

      KCPL's policy is to act in an environmentally responsible manner
and   use   the  latest  technology  available  to  avoid  and   treat
contamination.   We continually conduct environmental audits  designed
to   ensure  compliance  with  governmental  regulations  and   detect
contamination.   However, these regulations are  constantly  evolving;
governmental  bodies may impose additional or more rigid environmental
regulations  that could require substantial changes to  operations  or
facilities.

      The  Clean  Air  Act  Amendments of 1990  contain  two  programs
significantly affecting the utility industry.  KCPL has spent about $5
million   for  the  installation  of  continuous  emission  monitoring
equipment  to satisfy the requirements under the acid rain  provision.
The  other  utility-related program calls for a study of  certain  air
toxic  substances  which  has  now  been  completed.   Based  on   the
interpretation   of  this  study,  regulation  of  these   substances,
including   mercury,  could  be  required.   We  cannot  predict   the
likelihood of any such regulations or compliance costs.

      In  July 1997 the United States Environmental Protection  Agency
(EPA)  published  new  air quality standards for  particulate  matter.
Additional  regulations implementing these new  particulate  standards
have not been finalized.  Without the implementation regulations,  the
real  impact of the standards on KCPL cannot be determined.   However,
the impact on KCPL and other utilities that use fossil fuels could  be
substantial.  Under the new fine particulate regulations the EPA is in
the  process  of  implementing a three-year study of fine  particulate
emissions.   Until this testing and review period has been  completed,
KCPL  cannot determine additional compliance costs, if any, associated
with the new particulate regulations.

                                20

<PAGE>

      In 1997 the EPA also issued new proposed regulations on reducing
nitrogen   oxide  (NOx)  emissions.   Final  regulations  implementing
reductions in NOx emissions were announced by the EPA on September 24,
1998.   These  regulations require 22 states, including  Missouri,  to
submit  plans  for controlling NOx emissions by September  1999.   The
regulations will require a significant reduction in NOx emissions from
1990  levels from KCPL's Missouri coal-fired plants by the year  2003.
In  order  to  achieve these reductions, KCPL will incur significantly
higher   capital  costs  or  will  purchase  power  or  NOx  emissions
allowances.   It  is  possible  that  purchased  power  or   emissions
allowances may be too costly or unavailable.  Preliminary analysis  of
the regulations indicate that selective catalytic reduction technology
will be required for some of the KCPL units, as well as other changes.
Currently,  KCPL  estimates that additional  capital  expenditures  to
comply  with  these regulations could range from $90 to  $150  million
over  the  period  from  1999  to 2002.   Operations  and  maintenance
expenses  could  also  increase by more than  $10  million  per  year,
beginning  in  2003.   We  will continue to refine  these  preliminary
estimates   and  explore  alternatives  to  comply  with   these   new
regulations  in  order  to  minimize, to the extent  possible,  KCPL's
capital  costs  and operating expenses.  The ultimate  cost  of  these
regulations   could  be  significantly  different  than  the   amounts
estimated  above.   KCPL  will  continue  to  question  whether   such
significant  reductions  in NOx emissions are economically  justified.
The  final  resolution of this matter may require federal  legislative
action or litigation.

     At   a  December  1997  meeting  in  Kyoto,  Japan,  the  Clinton
Administration  supported changes to the International Global  Climate
Change  treaty which would require a seven percent reduction in United
States  carbon  dioxide (CO2) emissions below 1990 levels.   President
Clinton  has  stated  that  this change in  the  treaty  will  not  be
submitted  to  the  U.S.  Senate at this time  where  ratification  is
uncertain.   If future national restrictions on electric  utility  CO2
emissions  are  eventually required, the financial  impact  upon  KCPL
could be substantial.

IMPACT OF THE YEAR 2000 ISSUE

     The  Year 2000 Issue is the result of computer programs using two
digits instead of four digits to define the applicable year.  Computer
programs with date-sensitive software may recognize a date using  "00"
as  the year 1900 rather than the year 2000.  This could result  in  a
system failure or miscalculations causing disruptions of operations.

     In  our  ongoing assessment of the Year 2000 Issue, we have  been
examining KCPL's systems, processes and operations to ensure readiness
for  the  year  2000 and plan for the protection of the KCPL  electric
system.   We have determined that it is necessary to modify or replace
some of KCPL's hardware and internal software so that its systems will
properly utilize dates beyond December 31, 1999.  We believe that with
the  planned  modifications and conversions  of  KCPL's  hardware  and
software, Year 2000 problems will be minimized.  We are utilizing both
internal  and  external resources, as necessary, to address  the  Year
2000  Issue.   We  have  substantially  completed  the  inventory  and
assessment  phases  of  our Year 2000 project.   The  remediation  and
testing  phases  of the project are in process and  we  expect  to  be
substantially  complete with the remediation phase by  July  1999  and
with the testing phase prior to the end of 1999.  The monitoring phase
of  our  Year  2000 project will continue through at least  the  first
quarter of 2000.

      For  the  past  several years, KCPL has made  approximately  $39
million  in  capital  investments for new and innovative  technologies
that  place it in a stronger competitive position for the future.   We
believe all replacement systems will be Year 2000 ready.  As a result,
the  cost  of the Year 2000 project has been lessened and is estimated
to  be  under $7 million of additional costs.  These additional  costs
are  being expensed as incurred.  However, there is no guarantee  that
current  cost

                                21

<PAGE>

estimates of the Year 2000 project will not be exceeded.  Specific factors
that might cause costs to exceed estimates include, but are not limited to,
the availability and cost of appropriately trained personnel, the ability to
locate and correct all relevant computer codes, the ability to locate and
replace non-Year 2000 ready embedded microprocessors and similar
uncertainties.

     A  Nuclear  Regulatory Commission (NRC) audit of the  Wolf  Creek
nuclear generating unit's Year 2000 program is scheduled for the  week
beginning November 19, 1998.  To date, we believe we are in compliance
with  the  NRC's Year 2000 regulations including being on schedule  to
meet the July 1, 1999, deadline for a written response confirming Year
2000 state of readiness.

     We  have initiated formal communications with all of KCPL's large
suppliers  and  customers to evaluate KCPL's  vulnerability  to  those
third  parties'  failure  to  remediate their  own  Year  2000  Issue.
However,  there  is  no guarantee that third party  systems  on  which
KCPL's  systems rely will be timely converted, or that  a  failure  to
convert,  or  a  conversion that is incompatible with KCPL's  systems,
would  not have a material adverse effect on KCPL.  Contingency  plans
are  being developed for critical suppliers to minimize the affect  of
third party failures.

     KCPL's   electrical   system   is   included   in   the   Eastern
Interconnection that connects utilities throughout the  United  States
and  Canada,  east  of  the Rocky Mountains.  The  interconnection  is
essential  to the reliability, stability and operational integrity  of
each  connected electric utility.  Failure of electric facilities  due
to  the  millennium  change could affect the interconnection  and,  if
severe,  could  result  in electric service disruptions.   KCPL  could
encounter  difficulties supplying electric service if other  utilities
in  the  interconnected  grid fail to achieve  Year  2000  compliance.
Recognizing this risk, we are preparing operating contingency plans to
protect  KCPL's  customers and equipment.  KCPL's  existing  emergency
procedures  for start up after system blackout and its load  reduction
and  restoration  procedures will be reviewed  and  updated.   We  are
evaluating the possibility of forming one or more "islands" to protect
a  portion of KCPL's system from disruptions and if needed, to provide
electricity  to assist in the restoration of its system.  Alternatives
developed  during contingency planning will be tested, where feasible,
prior  to their use.  Additionally, we are working with other electric
industry organizations, such as the Electric Power Research Institute,
to  share  Year 2000 information.  KCPL will also be participating  in
the  operating contingency plans and drills developed by the Southwest
Power Pool and the North American Electric Reliability Council.
     
PROJECTED CONSTRUCTION EXPENDITURES

     On November 3, 1998, KCPL's Board of Directors approved a plan to
increase generation capacity to help ensure that KCPL will be able  to
meet future load demands of its customers.  This plan could result  in
approximately $58 million of additional capital expenditures  in  1999
with  additional costs in later years, unless we enter into  operating
leases to obtain the capacity.

CAPITAL REQUIREMENTS AND LIQUIDITY

      As  of  November 9, 1998, the liquid resources of KCPL  included
cash  flows from operations; $300 million of registered but  unissued,
unsecured  medium-term notes; $150 million of registered but unissued,
preferred securities and $281 million of unused bank lines of  credit.
The  unused lines consisted of KCPL's short-term bank lines of  credit
of $210 million and KLT's bank credit agreement of $71 million.

      KCPL  continues to generate positive cash flows  from  operating
activities  although  individual components of working  capital  items
will  vary  with normal business cycles and operations  including  the
timing  of  receipts  and  payments.  Cash from  operating  activities
increased  for  the nine- and

                                22

<PAGE>

twelve-month periods primarily due to increased net income during the current
periods, additional income taxes deferred and Kansas rate refund accrued but
not refundable until 1999.  Additionally, the timing of the Wolf Creek outage
affects the refueling outage accrual, deferred income taxes and amortization 
of nuclear fuel.

      The  increase  in  accrued  taxes from  December  31,  1997,  to
September  30,  1998, mainly reflects the increase in  taxable  income
during  the  first nine months of 1998, refunds of federal  and  state
income  taxes after the 1997 tax returns were filed and the timing  of
income tax and property tax payments.

      Coal  inventory  levels  at the end of  September  1998  are  at
approximately  100%  of targeted levels compared to  75%  of  targeted
levels at December 31, 1997.

      Cash  used  for investing activities varies with the  timing  of
utility   capital  expenditures  and  purchases  of  investments   and
nonutility  properties.  Cash used for investing activities  decreased
for  the  nine- and twelve-month periods, partially due to $53 million
of  proceeds from the July 31, 1998, sale of 100% of the common  stock
of  KLT  Power Inc.  Additionally, KLT made several large  investments
during  the  first  three months of 1997.  Partially offsetting  these
activities,  the  nine- and twelve-months ended  September  30,  1997,
reflect $21.5 million of proceeds from the sale of streetlights to the
City of Kansas City, Missouri at a minimal gain.

      Cash  used  for financing activities for the nine-  and  twelve-
months ended September 30, 1998, was primarily for repayment of  long-
term  debt  by  KCPL and KLT and for dividend payments by  KCPL.   The
proceeds  from the sale of 100% of the common stock of KLT Power  Inc.
were  primarily used by KLT for repayment of borrowings under its bank
credit agreement.  The majority of cash from financing activities  for
the  nine-  and twelve-months ended September 30, 1997,  was  used  to
repay  short-term  debt,  pay merger expenses and  finance  additional
purchases of investments and nonutility properties by KLT.  Financings
consisted  of  KCPL  Financing 1, a wholly-owned subsidiary  of  KCPL,
issuance of $150 million of preferred securities and borrowings by KLT
on its bank credit agreement.

     KCPL's common dividend payout ratio was 86% for the twelve-months
ended  September  30,  1998,  and 121%  for  the  twelve-months  ended
September  30, 1997.  The ratio for the twelve-months ended  September
30, 1997, is higher due mainly to the reduction in earnings because of
significant merger-related expenses.

      We  expect  to meet day-to-day operations, utility  construction
requirements   and   dividends   with   internally-generated    funds.
Uncertainties affecting KCPL's ability to meet these requirements with
internally-generated  funds  include  the  effect  of   inflation   on
operating  expenses,  the  level  of mwh  sales,  regulatory  actions,
compliance  with future environmental regulations and the availability
of   generating  units.   The  funds  needed  for  the  retirement  of
$346  million of maturing debt through the year 2002 will be  provided
from  operations, refinancings or short-term debt.  KCPL  might  issue
additional  debt and/or additional equity to finance  growth  or  take
advantage of new opportunities.

                                23

<PAGE>

PART II - OTHER INFORMATION

Item 3.  Legal Proceedings

     In  Kansas  City Power & Light Co. v. Western Resources,
Inc.,  et  al  . (previously discussed in the Company's  Form
10-K  for  the  year  ended December  31, 1997),  the  United
States  Court of Appeals for the Eight Circuit, on July    6,
1998,  awarded approximately $500,000 in attorneys' fees  and
related  expenses to Manson, an intervenor.  The Company  and
Manson  have  both appealed the award.  Manson has  withdrawn
his  original  appeal  filed on  September   23,  1997.   The
appeals regarding attorneys' fees are all that remain of this
litigation.

     State of Missouri ex rel. Inter-City Beverage Co., Inc.,
et  al.  vs.  The Public Service Commission of the  State  of
Missouri,  et  al.;  and Jewish Community Campus  of  Greater
Kansas City, Inc. vs. Kansas State Corporation Commission  et
al  .   (previously discussed in the Company's Form 10-Q  for
the  quarter  ended March  31, 1998) were  dismissed  by  the
Missouri Court of Appeals, Western District (transfer to  the
Missouri  Supreme Court was denied) and the Kansas  Court  of
Appeals  respectively.  Complainants in these two cases  have
exhausted all judicial remedies.

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

      The  Company held a Special Meeting of Shareholders  on
July   30,  1998, to vote on matters relating to the proposed
merger  of  the Company, Western Resources, Inc., Kansas  Gas
and  Electric  Company,  NKC,  Inc.  (to  be  renamed  Westar
Energy), and the merger of KCPL with and into Westar  Energy.
At  that meeting, votes cast with respect to the approval and
adoption  of the Amended and Restated Agreement and  Plan  of
Merger dated as of March  18, 1998, were as follows:

       FOR            AGAINST             ABSTAIN

   46,005,335        2,444,476            531,913

      With  respect to the approval of granting discretionary
power  to adjourn or postpone the Special Meeting to  solicit
additional votes for Item 1, the votes case were as follows:

       FOR            AGAINST             ABSTAIN

   38,087,360        9,948,578            945,786

Item 5.  Other Information

     Shareholder  Proposals.  Shareholder proposals  intended
to   be  presented  at  the  KCPL  1999  Annual  Meeting   of
Shareholders  must  be received at the Corporate  Secretary's
Office at the Company's principal office, 1201 Walnut, Kansas
City,  Missouri 64106-2124, on or before December  11,  1998,
for  consideration for inclusion in the proxy  statement  and
form of proxy relating to that meeting.
     
     If  a  shareholder intends to bring a matter before  the
1999 Annual Meeting, other than by submitting a proposal  for
inclusion in the Company's proxy statement for that  meeting,
the  

                                24

<PAGE>

shareholder  must give timely notice  according  to  the
Company's By-laws.  To be timely, a shareholder's notice must
be  received  by  the  Corporate Secretary's  Office  at  the
Company's   principal  office,  1201  Walnut,  Kansas   City,
Missouri  64106, not less than sixty (60) days nor more  than
ninety  (90)  days prior to the date of the  Annual  Meeting;
provided,  however, that in the event that less than  seventy
(70)  days' notice or prior public disclosure of the date  of
the   meeting  is  given  to  shareholders,  notice  by   the
shareholder to be timely must be so received not  later  than
the  close of business on the tenth (10th) day following  the
day  on  which such notice of the date of the annual  meeting
was  mailed  or  such public disclosure of the  date  of  the
annual meeting was made, whichever first occurs.
     
      To  be  in proper written form, a shareholder's  notice
must set forth as to each matter the shareholder proposes  to
bring  before the annual meeting (i)  a brief description  of
the  business desired to be brought before the annual meeting
and  the  reasons for conducting such business at the  annual
meeting,  (ii)   the shareholder's name and  record  address,
(iii)   the  class and number of shares of Company stock  the
shareholder   owns  beneficially  or  of  record,   (iv)    a
description of all arrangements or understandings between the
shareholder and any other person or persons (including  their
names)  in  connection with the proposal of such business  by
the shareholder, and any material interest of the shareholder
in  such  business, and (v) the shareholder's  representation
that  they  intend to appear in person or  by  proxy  at  the
annual meeting to bring such business before the meeting.

     New President.  The Board of Directors of the Company on
November   3, 1998, elected Bernard J. Beaudoin as  President
and   member  of  the  Board  effective  January   1,   1999.
Mr.  Beaudoin, who joined the Company in 1980,  is  currently
Executive Vice President and Chief Financial Officer.

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

Exhibits

Exhibit 10(a)   Credit Agreement dated as of August  11, 1998,
                among  Kansas  City Power & Light Company,  Certain
                Lenders,  The  First National Bank of  Chicago  and
                NationsBank, N.A.

Exhibit 10(b)   Railcar Lease dated as of September  8, 1998,
                with CCG Trust Corporation.

Exhibit 27      Financial Data Schedule (for the nine  months
                ended September   30, 1998).

Reports on Form 8-K

      No  reports on Form 8-K were filed with the  Securities
and  Exchange Commission for the quarter ended September  30,
1998.

                                25


<PAGE>                         

                         SIGNATURES

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

                             KANSAS CITY POWER & LIGHT COMPANY


Dated:  November 9, 1998     By: /s/Drue Jennings
                                   (Drue Jennings)
                                   (Chief Executive Officer)


Dated:  November 9, 1998     By: /s/Neil Roadman
                                   (Neil Roadman)
                                   (Principal Accounting Officer)