<PAGE>

                                   
                               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 June 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
August 4, 1998, was 61,878,777 shares.

<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                             KANSAS CITY POWER & LIGHT COMPANY
                                CONSOLIDATED BALANCE SHEETS

                                                       June 30     December 31
                                                        1998          1997
                                                            (thousands)
ASSETS
UTILITY PLANT, at original cost
 Electric                                             $3,527,065    $3,502,796
 Less-accumulated depreciation                         1,362,293     1,314,154
    Net utility plant in service                       2,164,772     2,188,642
 Construction work in progress                           110,685        93,264
 Nuclear fuel, net of amortization of
   $96,014 and $86,516                                    33,124        41,649
    Total                                              2,308,581     2,323,555

REGULATORY ASSET - RECOVERABLE TAXES                     123,000       123,000

INVESTMENTS AND NONUTILITY PROPERTY                      380,458       345,126

CURRENT ASSETS
 Cash and cash equivalents                                29,958        74,098
 Electric customer accounts receivable, net of
    allowance for doubtful accounts
    of $1,459 and $1,941                                  50,983        28,741
 Other receivables                                        29,874        33,492
 Fuel inventories, at average cost                        17,747        13,824
 Materials and supplies, at average cost                  45,742        46,579
 Deferred income taxes                                     2,669           648
 Other                                                     9,036         7,155
    Total                                                186,009       204,537

DEFERRED CHARGES
 Regulatory assets                                        27,517        30,017
 Other deferred charges                                   31,361        31,798
    Total                                                 58,878        61,815

    Total                                             $3,056,926    $3,058,033


CAPITALIZATION AND LIABILITIES
CAPITALIZATION (see statements)                       $2,027,376    $2,051,489
CURRENT LIABILITIES
 Notes payable to banks                                    3,450         1,243
 Current maturities of long-term debt                     46,292        74,180
 Accounts payable                                         44,565        57,568
 Accrued taxes                                            37,492         1,672
 Accrued interest                                         19,040        22,360
 Accrued payroll and vacations                            26,644        23,409
 Accrued refueling outage costs                            6,854         1,664
 Other                                                    26,630        15,068
     Total                                               210,967       197,164

DEFERRED CREDITS AND OTHER LIABILITIES
 Deferred income taxes                                   647,620       638,679
 Deferred investment tax credits                          60,976        63,257
 Other                                                   109,987       107,444
    Total                                                818,583       809,380

COMMITMENTS AND CONTINGENCIES

   Total                                              $3,056,926    $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

                                                       June 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)                      429,216       428,452
 Unrealized gain on securities available for sale          2,990         1,935
 Capital stock premium and expense                        (1,664)       (1,664)
          Total                                          880,239       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
   4.55%* - 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
    3.98%* Environmental Improvement Revenue
       Refunding Bonds due 2012-23                       158,768       158,768
 Guaranty of Pollution Control Bonds
    4.10%* due 2015-17                                   196,500       196,500
 Subsidiary Obligations
    Affordable Housing Notes due 2000-06, 8.34%
       and 8.48% weighted-average rate                    54,775        61,207
    Bank Credit Agreement due 1999, 6.50% and
       6.67% weighted-average rate                       109,500       107,500
    Other Long-Term Notes                                  2,532         2,532
          Total                                          908,075       934,007
          Total                                       $2,027,376    $2,051,489

*  Variable rate securities, weighted-average rate as of June 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 June 30                  1998          1997
                                                (thousands)
ELECTRIC OPERATING REVENUES                 $239,502      $215,420

OPERATING EXPENSES
 Operation
   Fuel                                       35,888        29,291
   Purchased power                            14,813        17,676
   Other                                      46,686        47,538
 Maintenance                                  16,507        19,764
 Depreciation                                 28,750        27,731
 Income taxes                                 23,559        13,836
 General taxes                                22,033        22,026
 Deferred Wolf Creek costs amortization            0           684
    Total                                    188,236       178,546

OPERATING INCOME                              51,266        36,874

OTHER INCOME AND (DEDUCTIONS)
 Allowance for equity funds
  used during construction                       890           733
 Miscellaneous income                         12,953         8,568
 Miscellaneous deductions                    (19,109)      (13,503)
 Income taxes                                 10,617         9,862
    Total                                      5,351         5,660


INCOME BEFORE INTEREST CHARGES                56,617        42,534

INTEREST CHARGES
 Long-term debt                               14,431        17,628
 Short-term debt                                  76           331
 Miscellaneous                                 4,142         1,035
 Allowance for borrowed funds
  used during construction                      (588)         (589)
    Total                                     18,061        18,405

 Net Income                                   38,556        24,129
 Preferred Stock
  Dividend Requirements                          967           959
 Earnings Available for
  Common Stock                               $37,589       $23,170

Average Number of Common
 Shares Outstanding                           61,873        61,897
Basic and Diluted earnings 
 per Common Share                              $0.60         $0.37
Cash Dividends per
 Common Share                                 $0.405        $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 June 30                        1998          1997
                                                (thousands)
ELECTRIC OPERATING REVENUES             $    435,137  $    410,164

OPERATING EXPENSES
 Operation
   Fuel                                       71,585        64,213
   Purchased power                            23,044        28,922
   Other                                      93,689        91,461
 Maintenance                                  32,245        36,580
 Depreciation                                 57,381        55,573
 Income taxes                                 31,796        22,366
 General taxes                                44,201        44,718
 Deferred Wolf Creek costs amortization            0         1,368
    Total                                    353,941       345,201

OPERATING INCOME                              81,196        64,963

OTHER INCOME AND (DEDUCTIONS)
 Allowance for equity funds
  used during construction                     1,823           993
 Miscellaneous income                         26,176        12,461
 Miscellaneous deductions                    (40,009)      (75,664)
 Income taxes                                 20,364        40,095
    Total                                      8,354       (22,115)


INCOME BEFORE INTEREST CHARGES                89,550        42,848

INTEREST CHARGES
 Long-term debt                               29,370        32,144
 Short-term debt                                 167         1,170
 Miscellaneous                                 8,332         1,910
 Allowance for borrowed funds
  used during construction                    (1,241)       (1,373)
    Total                                     36,628        33,851

 Net Income                                   52,922         8,997
 Preferred Stock
  Dividend Requirements                        1,957         1,914
 Earnings Available for
  Common Stock                               $50,965        $7,083

Average Number of Common
 Shares Outstanding                           61,873        61,896
Basic and Diluted earnings
 per Common Share                              $0.82         $0.11
Cash Dividends per
 Common Share                                  $0.81         $0.81


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 June 30                 1998          1997
                                                (thousands)
ELECTRIC OPERATING REVENUES                 $920,916      $881,254

OPERATING EXPENSES
 Operation
   Fuel                                      141,881       137,849
   Purchased power                            53,369        54,852
   Other                                     194,125       183,162
 Maintenance                                  66,557        70,637
 Depreciation                                112,706       109,908
 Income taxes                                 80,543        58,181
 General taxes                                92,780        94,154
 Deferred Wolf Creek costs amortization            0         7,177
    Total                                    741,961       715,920

OPERATING INCOME                             178,955       165,334

OTHER INCOME AND (DEDUCTIONS)
 Allowance for equity funds
  used during construction                     3,237         2,244
 Miscellaneous income                         52,736        14,615
 Miscellaneous deductions                    (82,787)     (116,123)
 Income taxes                                 43,303        62,031
    Total                                     16,489       (37,233)

INCOME BEFORE INTEREST CHARGES               195,444       128,101

INTEREST CHARGES
 Long-term debt                               57,524        59,454
 Short-term debt                                 379         1,807
 Miscellaneous                                19,265         4,258
 Allowance for borrowed funds
  used during construction                    (2,209)       (2,389)
    Total                                     74,959        63,130

 Net Income                                  120,485        64,971
 Preferred Stock
  Dividend Requirements                        3,832         3,812
 Earnings Available for
  Common Stock                              $116,653       $61,159

Average Number of Common
 Shares Outstanding                           61,884        61,899
Basic and Diluted earnings 
 per Common Share                              $1.89         $0.99
Cash Dividends per
 Common Share                                  $1.62         $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 June 30                           1998        1997
                                                  (thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                 $   52,922  $    8,997
 Adjustments to reconcile net income
  to net cash from operating activities:
 Depreciation                                   57,381      55,573
 Amortization of:
  Nuclear fuel                                   9,499      10,000
  Deferred Wolf Creek costs                          0       1,368
  Other                                          4,541       4,032
 Deferred income taxes (net)                     6,325      (2,451)
 Investment tax credit amortization             (2,281)     (2,113)
 Deferred merger costs                               0      (5,597)
 Kansas rate refund accrual                      6,640           0
 Allowance for equity funds used
   during construction                          (1,823)       (993)
 Other operating activities (Note 2)             7,421       4,226

  Net cash from operating activities           140,625      73,042

CASH FLOWS FROM INVESTING ACTIVITIES
 Utility capital expenditures                  (48,409)    (67,055)
 Allowance for borrowed funds used
   during construction                          (1,241)     (1,373)
 Purchases of investments                      (31,251)    (89,702)
 Purchases of nonutility property               (6,867)     (5,841)
 Other investing activities                      8,890      (8,751)

  Net cash from investing activities           (78,878)   (172,722)

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of mandatorily redeemable
   Preferred Securities                              0     150,000
 Issuance of long-term debt                      9,405      54,360
 Repayment of long-term debt                   (63,225)    (26,807)
 Net change in short-term borrowings             2,207       1,400
 Dividends paid                                (52,158)    (52,041)
 Other financing activities                     (2,116)     (7,785)

  Net cash from financing activities          (105,887)    119,127

NET CHANGE IN CASH AND CASH
      EQUIVALENTS                              (44,140)     19,447
CASH AND CASH EQUIVALENTS
      AT BEGINNING OF YEAR                      74,098      23,571
CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                          $29,958     $43,018

CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized)           $40,153     $36,780
Income taxes                                        $0          $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 June 30                    1998        1997
                                                  (thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                 $  120,485  $   64,971
 Adjustments to reconcile net income
  to net cash from operating activities:
 Depreciation                                  112,706     109,908
 Amortization of:
  Nuclear fuel                                  16,335      20,405
  Deferred Wolf Creek costs                          0       7,177
  Other                                          8,732       6,777
 Deferred income taxes (net)                    13,556     (18,482)
 Investment tax credit amortization             (4,018)     (4,227)
 Deferred storm costs                                0      (8,885)
 Deferred merger costs                           5,597       6,121
 Kansas rate refund accrual                      6,640           0
 Allowance for equity funds used
   during construction                          (3,237)     (2,244)
 Other operating activities (Note 2)              (729)     13,181

  Net cash from operating activities           276,067     194,702

CASH FLOWS FROM INVESTING ACTIVITIES
 Utility capital expenditures                 (106,088)   (115,268)
 Allowance for borrowed funds used
   during construction                          (2,209)     (2,389)
 Purchases of investments                      (49,152)   (113,898)
 Purchases of nonutility property              (16,759)    (16,678)
 Sale of streetlights                           21,500           0
 Other investing activities                      8,739      (6,193)

  Net cash from investing activities          (143,969)   (254,426)

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of mandatorily redeemable
   Preferred Securities                              0     150,000
 Issuance of long-term debt                     21,337     169,360
 Repayment of long-term debt                   (65,250)    (56,807)
 Net change in short-term borrowings             2,050     (67,600)
 Dividends paid                               (104,159)   (104,061)
 Other financing activities                        864      (9,576)

  Net cash from financing activities          (145,158)     81,316

NET CHANGE IN CASH AND CASH
      EQUIVALENTS                              (13,060)     21,592
CASH AND CASH EQUIVALENTS
      AT BEGINNING OF PERIOD                    43,018      21,426
CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                          $29,958     $43,018

CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized)           $74,645     $60,931
Income taxes                                   $22,385     $30,756

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
                                                      June 30                   June 30                   June 30
                                                 1998         1997         1998         1997         1998         1997
                                                                              (thousands)
<S>                                           <C>          <C>          <C>          <C>          <C>          <C>
Net income                                    $  38,556    $  24,129    $  52,922    $   8,997    $ 120,485    $  64,971

Other comprehensive income (loss),
   net of tax:
     Net unrealized gain (loss) on
      securities available for sale              (1,132)       3,404        1,055       (1,399)      (2,095)      (1,853)

Comprehensive Income                          $  37,424    $  27,533    $  53,977    $   7,598    $ 118,390    $  63,118

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
                                                      June 30                   June 30                   June 30
                                                 1998         1997         1998         1997         1998         1997
                                                                               (thousands)
Beginning Balance                               $ 416,678    $ 414,774    $ 428,452    $ 455,934    $ 412,890    $ 451,980
Net Income                                         38,556       24,129       52,922        8,997      120,485       64,971
                                                  455,234      438,903      481,374      464,931      533,375      516,951
Dividends Declared
  Preferred stock - at required rates                 960          946        2,041        1,906        3,908        3,788
  Common stock                                     25,058       25,067       50,117       50,135      100,251      100,273
Ending Balance                                  $ 429,216    $ 412,890    $ 429,216    $ 412,890    $ 429,216    $ 412,890

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
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,  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 which 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 will be  owned
approximately  80.1% by Western Resources and approximately  19.9%  by
KCPL  shareholders.  At closing, KCPL shareholders  will  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 is estimated to be in the  range
of  $10  to  $11 per share based on current market conditions.   Since
Westar  Energy will be a newly formed entity with no trading  history,
there  can  be  no  assurance that Westar Energy will  trade  at  such
levels.

      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.

      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 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  

                                10

<PAGE>

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  up
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                 $(18,624)  $2,309 $(19,960) $12,929
    Fuel inventories              (3,923)     235    1,095     (895)
    Materials and supplies           837      202    1,390   (1,032)
    Accounts payable             (13,003)   3,082  (14,135)   6,100
    Accrued taxes                 35,820   (6,862)  25,911  (24,698)
    Accrued interest              (3,320)  (2,434)     420    1,984
    Wolf Creek refueling outage    
      accrual                      5,190    4,476   (4,803)   9,384
    Pension and postretirement      
      benefit obligations           (687)     868   (3,800)    (145)
Other                               5,131   2,350   13,153    9,554
            Total                  $7,421  $4,226    $(729) $13,181

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
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 six-
months  ended  June 30, 1998, is an increase  of  net  income  of
approximately $1,500,000 ($0.02 per share).

                                11
<PAGE>

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.

   KLT  Inc.  (KLT), a wholly-owned subsidiary of KCPL,  invested
$5.1  million  in  CellNet  Data Systems,  Inc  (CellNet).   This
investment is held as securities available for sale.  During  the
second  quarter  of  1998,  KLT sold  80,000  shares  of  CellNet
resulting  in  a  realized  gain of $729,000.   Unrealized  gains
applicable to the remaining investment of $4.8 million were  $3.0
million,  net of $1.7 million deferred income taxes, at June  30,
1998,  increasing 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.

6.  INTANGIBLE ASSETS

       The   application  of  purchase  accounting  for   certain
investments  has  resulted  in  about  $23  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.

7.  SUBSEQUENT EVENTS

     On July 6, 1998, KCPL's wholly-owned unregulated subsidiary,
KLT  Inc., reached an agreement to sell 100 percent of the common
stock  of KLT Power Inc.  The transaction was completed  on  July
31,  1998,  and  generated a minimal after-tax  gain.   KLT  Inc.
continues to hold property in China and will retain the right  to
develop Iatan 2.

                                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
21%  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 $151 million at  June
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 (See Note  8
to the Consolidated Financial Statements).  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
June 30, 1998, and KLT's net income for the six-months ended June  30,
1998, totaled $6.9 million compared to $4.6 million for the six months
ended  June  30,  1997.  KLT's consolidated assets at June  30,  1998,
totaled $345 million.

      On  May  29,  1998, Home Service Solutions Inc., a  wholly-owned
subsidiary of KCPL, entered into a stock purchase agreement to  obtain
a  50%  interest in R.S. Andrews Enterprises, Inc. (RSA),  a  consumer
services  company  in Atlanta, Georgia.  RSA expects,  through  future
acquisitions, to offer these services in key U.S. markets.

      The  growth  of  KLT and the investment in RSA by  Home  Service
Solutions Inc. account for most of the increase in KCPL's consolidated
investments and nonutility property.

                                14

<PAGE>

RESULTS OF OPERATIONS

Three-month period:   three months ended June 30, 1998, compared 
                      with three months ended June 30, 1997
                    
Six-month period:     six months ended June 30, 1998, compared with
                      six months ended June 30, 1997

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

EARNINGS OVERVIEW

                   Earnings Per Share (EPS)
                 For the Periods Ended June 30
                                                             Increase
                                               Merger        excluding
                     1998    1997   Increase  Expenses    Merger Expenses
Three months ended  $0.60   $0.37   $0.23     $(0.01)         $0.24
Six months ended    $0.82   $0.11   $0.71     $ 0.42          $0.29
Twelve months ended $1.89   $0.99   $0.90     $ 0.61          $0.29

     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 the three- and six-
month periods increased due to increased bulk power sales.

      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.  Growth in subsidiary income increased EPS  for  the
six-month  period  by  $0.04  and the twelve-month  period  by  $0.10.
Partially  offsetting these increases in EPS for the six- and  twelve-
month  periods are the effect of rate reductions approved by  the  KCC
which reduced EPS by $0.07, increased interest expense related to  the
mandatorily redeemable preferred securities and increased depreciation
expense.   EPS for the twelve-month period was also reduced  by  $0.04
because of rate reductions previously approved by the MPSC.

     Merger expenses for the six-months ended June 30, 1998, were $6.2
million ($0.10 per share).  During the six-months ended June 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 June 30, 1998, reduced  EPS  by
$0.17.   For  the  twelve-months ended June 30, 1997, merger  expenses
reduced  EPS  by $0.78 which includes $0.52 for the UtiliCorp  payment
and $0.26 for other merger expenses.

                                15

<PAGE>

MEGAWATT-HOUR (MWH) SALES AND OPERATING REVENUES

Sales and revenue data:
(revenue change in millions)
                    Periods ended June 30, 1998 versus June 30, 1997
                     Three Months      Six Months     Twelve Months
                    Mwh  Revenues    Mwh  Revenues    Mwh  Revenues
                                 Increase (decrease)
Retail Sales:                                                      
 Residential        20 %   $  12      9 %    $ 13     10 %    $  29
 Commercial         10 %       8      7 %      10      7 %       19
 Industrial         13 %       2      7 %       2      3 %        2
 Other              23 %      (1)    10 %      (4)     6 %       (6)
 KS rate refund                                           
  accrual                     (4)              (7)               (7)
   Total Retail     13 %      17      8 %      14      7 %       37
Sales for Resale:                                                  
 Bulk Power Sales   32 %       7     21 %      10    (12 %)       -
 Other              20 %       -     14 %       -     14 %        1
   Total                      24               24                38
 Other revenues                -                1                 2
   Total Operating                                                 
      Revenues             $  24             $ 25             $  40
                                                             
      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 anticipated near year-end 1998, KCPL will refund
the  portion of the $14.2 million that has accrued between January  1,
1998,  and  the implementation date of the new rate design.   Recorded
revenues  for the three-month period are reduced by about  $4  million
and  the six- and twelve-month periods are reduced by about $7 million
as a result of an accrual (recorded in Other in Current Liabilities on
the Consolidated Balance Sheet) for this rate refund.

      During  1996  the  MPSC  approved a  stipulation  and  agreement
authorizing  a  $20  million revenue reduction in two  phases  and  an
increase  in  depreciation and amortization expense by $9 million  per
year.   The  decrease  in revenues for the twelve-month  period  as  a
result of this stipulation and agreement was about $4 million.

      Higher  summer rates, which take effect in June, and  seasonally
higher  mwh  sales  in June 1998 versus December 1997  resulted  in  a
higher customer accounts receivable balance at June 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 for all periods  in  the  prior  year
reflected  reduced sales to a major industrial customer because  of  a
strike by its employees.

      For  all  periods, Other retail revenues decreased  while  Other
retail mwh sales increased.  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  July  20,  1998,  KCPL  set a record  peak  demand  for  the
consumption  of energy of 3,136 megawatts which replaced the  previous
record of 3,044 megawatts set in July 1997.  This continues the higher
than  normal megawatt demand on the system being experienced  by  KCPL
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.  Long-term
contracts  are  in place or under negotiation for a large  portion  of
KCPL's industrial sales.

      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.  Outages at the LaCygne 1  and  2  generating
units  in  the second quarter of 1997 contributed to lower bulk  power
sales in the three- and six-months ended June 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 only included in sales  for  resale  tariffs,
which 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 8% while total mwh sales (total of retail and  sales
for  resale)  increased 17%.  Also combined fuel and  purchased  power
expenses  for the six-month period increased 2% while total mwh  sales
increased   11%.   The  differences  are  due  mainly  to   additional
replacement  power expense incurred during the three-  and  six-months
ended  June 30, 1997, due to LaCygne 1 and 2 generating units outages.
Additionally,  the  per unit cost of generation decreased  during  all
periods  as  a  result of lower costs of coal and nuclear  fuel.   For
these same reasons, combined fuel and purchased power expenses for the
twelve-month  period increased 1% while total mwh sales increased  3%.
Partially  offsetting these factors, the twelve-month period  includes
the  additional replacement power costs incurred for Wolf Creek's fall
1997 refueling outage.

      Nuclear fuel costs per MMBTU remain substantially less than  the
MMBTU  price of coal.  Nuclear fuel costs per MMBTU decreased  4%  for
the twelve-month period.  Nuclear fuel costs per MMBTU averaged 61% of
the  MMBTU price of coal for the current twelve-month period  compared
with  60%  during  the  prior twelve-month  period.   We  expect  this
relationship  and the price of nuclear fuel to remain fairly  constant
through the year 2001.  During the current twelve-month period  fossil
plants represented about 76% of generation and the nuclear plant about
24%.   For  the  twelve-months  ended June  30,  1997,  fossil  plants
represented about 70% of generation and the nuclear plant  about  30%.
The  twelve-months ended June 30, 1997, reflected a higher  percentage
of total generation by the nuclear plant due mainly to  outages during
the  first  six  months  of  1997  at LaCygne  I  and  II,  coal-fired
generating  units.   Additionally,  the  current  twelve-month  period
reflects the fall 1997 refueling and maintenance outage at Wolf  Creek
which lasted for 58 days.

                                17

<PAGE>

     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 the three-
and six-month periods decreased due to decreased maintenance expenses.
Outages at the LaCygne 1 and 2 generating units resulted in additional
maintenance  expenses in the second quarter of 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 accounts expenses and  sales
expenses, partially offset by decreased maintenance 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.  The KCC  settlement  agreement
authorized an annual increase in depreciation expense of $2.8 million.

TAXES

      The  increase in operating income taxes for all periods reflects
higher  taxable operating income.  Additionally, for the twelve-months
ended  June  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    Year to Date    Twelve Months
                       Ended                           Ended
                      June 30         June 30         June 30
                   1998    1997    1998    1997    1998     1997
                                    (thousands)
   Property      $  9,658 $10,710 $21,017 $22,469 $42,077  $44,590
   Gross            
     receipts       9,837   8,980  18,450  17,939  41,359   40,913
   Other            2,538   2,336   4,734   4,310   9,344    8,651
         Total   $ 22,033 $22,026 $44,201 $44,718 $92,780  $94,154

      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
     Miscellaneous income for all periods includes increased  revenues
     from  non-utility  and subsidiary operations.  Dividends  on  the
     investment in a fossil-fuel generator in Argentina, revenues from
     an energy services subsidiary in which KLT obtained a controlling
     interest
     
                                18

<PAGE>

     during  1997  and  increased  oil  and  gas  production
     contributed   to  the  increase  in  miscellaneous  income   from
     subsidiary operations.

     Miscellaneous Deductions
     Miscellaneous deductions for all periods included increased  non-
     utility  expenses and 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 six- and  twelve-month  periods
     decreased  primarily due to the $53 million payment to  UtiliCorp
     in the prior periods.  During the six-months ended June 30, 1998,
     $6  million  of  merger  expenses were incurred  related  to  the
     Amended  Merger  Agreement with Western Resources.   The  twelve-
     months ended June 30, 1998, includes an additional $7 million  of
     merger  expenses  related to the original merger  agreement  with
     Western  Resources.   In addition to the $53 million  payment  to
     UtiliCorp,  the twelve-months ended June 30, 1997,  included  $26
     million  in  other  merger costs.  These  costs  consist  of  $13
     million in previously deferred merger costs expensed as a  result
     of  terminating  the  merger agreement  with  UtiliCorp  and  $13
     million in costs to defend against Western Resources' unsolicited
     exchange offer.
     
     Income Taxes
     Income taxes for all periods reflect the tax impact of the excess
     of    miscellaneous   deductions   over   miscellaneous   income.
     Additionally,  during the first six months of 1998  and  1997  we
     accrued tax credits of $13 million and $12 million, respectively,
     or  one-half  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 interest charges for the six- and  twelve-month
periods  is  primarily due to interest charges 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
long-term  bank  credit  agreement and KCPL's variable-rate  long-term
debt.   We do not use derivative financial instruments for trading  or
other speculative purposes.  Although these agreements are an integral
part  of  our  interest rate management, their incremental  effect  on
interest expense and cash flows is not significant.

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  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.

                                19

<PAGE>
     
     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 ozone and  particulate
matter.   Additional regulations implementing these new standards  are
expected   to  be  finalized  in  1998.   Without  the  implementation
regulations,  the  real  impact of the standards  on  KCPL  cannot  be
determined.  However, the impact on KCPL and other utilities  who  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.

      In 1997 the EPA also issued new proposed regulations on reducing
Nitrogen Oxide (NOx) emissions.  Under the new regulations 22  states,
including Missouri but not Kansas, would be required to develop  plans
to  reduce  NOx  emissions.  The new limits would go  into  effect  in
either  2002  or 2004.  The cost of equipment to reduce NOx  emissions
could  be  substantial, however, until regulations are  finalized  the
associated costs to KCPL cannot be determined.

                                20

<PAGE>
     
     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.

     Through  ongoing  assessment of the  Year  2000  Issue,  we  have
determined  that it is necessary to modify or replace some  of  KCPL's
internal  software so that its computer systems will properly  utilize
dates  beyond  December 31, 1999.  We believe that  with  the  planned
modifications  and conversions of KCPL's software, Year 2000  problems
will  be  minimized.   We  are utilizing both  internal  and  external
resources, as necessary, to address the Year 2000 Issue.  We  plan  to
complete  the  Year 2000 project prior to the end  of  1999.   Testing
processes have begun and will continue through 1999.

      For  the  past several years, we have made considerable  capital
investments  to  replace  major  information  systems  with  new   and
innovative  technologies  that  place us  in  a  stronger  competitive
position  for  the  future.  As a result, the cost of  the  Year  2000
project   has   been   lessened.   The  costs  of  modifications   and
replacements to incidental systems identified in the Year 2000 project
are being expensed as incurred and are not expected to be material  to
KCPL's  results  of operations.  However, there is no  guarantee  that
current  cost 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
compliant embedded microprocessors and similar uncertainties.

     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.

CAPITAL REQUIREMENTS AND LIQUIDITY

      As  of June 30, 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 $312 million of unused bank lines of  credit.
The  unused lines consisted of KCPL's short-term bank lines of  credit
of  $271 million and KLT's long-term revolving line of credit  of  $41
million.   Cash  and cash equivalents decreased by  $44  million  from
December  31,  1997 to June 30, 1998, primarily due to  redeeming  $51
million  of maturing medium-term notes, subsidiary repayment of  long-
term  debt  and  dividend payments.  As a result of  the  shareholders
approving  the Amended Merger Agreement with Western Resources,  KCPL,
pursuant to an engagement letter with its financial advisors, will pay
its  financial advisors $5 million.  This payment will be expensed and
will reduce third quarter earnings per share by $0.08.

                                21

<PAGE>

      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  six- and twelve-month periods  primarily  due  to
increased  net  income during the current periods.  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 June 30,
1998,  mainly reflects the increase in taxable income during the first
six  months  of  1998 and the timing of income tax  and  property  tax
payments.

       Coal  inventory  levels  at  the  end  of  July  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.  KLT closed several large  investments  during
the  first  three  months of 1997.  Additionally, the current  twelve-
month  period  reflects $21.5 million of proceeds  from  the  sale  of
streetlights to the City of Kansas City, Missouri at a minimal gain.

      The  majority of cash from financing activities for the  twelve-
months  ended  June 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  long-term  bank
credit agreement.

      KCPL's  common  dividend payout ratio was 86%  for  the  current
twelve-month  period  and 164% for the twelve-months  ended  June  30,
1997.   These payout ratios are higher compared to 75% for the twelve-
months ended June 30, 1996, due mainly to the reduction in earnings in
the two later periods because of 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
$404  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.

                                22

<PAGE>

PART II - OTHER INFORMATION

Item 5.  Other Information

      On  June 12, 1998, Norman Ross, an employee of  Kansas
City Power & Light Company (KCPL), filed a suit against  the
Company  in the United States District Court for the Western
District  of  Missouri, Western Division  (District  Court),
alleging race discrimination and seeking to certify a  class
action  on  behalf  of  all  existing  employees  and  those
applying  for employment from June 10, 1993 to the  present.
KCPL   believes   that  it  can  successfully   defend   the
certification  of any class action, and thus  believes  that
this  action will not be material to its financial condition
or results of operations.


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

Exhibits

Exhibit  27     Financial Data Schedule (for the six  months
                ended June 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 June 30, 1998.

                                23

<PAGE>
                         SIGNATURES

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


                         KANSAS CITY POWER & LIGHT COMPANY


Dated:  August  4, 1998       By:  /s/Drue Jennings
                                   (Drue Jennings)
                                   (Chief Executive Officer)


Dated:  August  4, 1998       By:  /s/Neil Roadman
                                   (Neil Roadman)
                               (Principal Accounting Officer)

                                24

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