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                                                                     EX 10(a)(3)

     The following is a complete copy of the Plan:

                              UTILICORP UNITED INC.
                              AMENDED AND RESTATED
                            1986 STOCK INCENTIVE PLAN

1.   PURPOSE

     The UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive Plan is
designed to enable qualified executive, managerial, supervisory and professional
personnel of UtiliCorp United Inc. to acquire or increase their ownership of the
$1.00 par value common stock of the Company on reasonable terms.  The
opportunity so provided is intended to foster, in participants, a strong
incentive to put forth maximum effort for the continued success and growth of
the Company and its Subsidiaries, to aid in retaining individuals who put forth
such efforts, and to assist in attracting the best available individuals in the
future.

2.   DEFINITIONS

     When used herein, the following terms shall have the meaning set forth
below:

     2.1  "Award" shall mean an Option or a Restricted Stock Award.

     2.2  "Board" means the Board of Directors of UtiliCorp United Inc.

     2.3  "Committee" means the members of the Board's Compensation Committee,
which shall consist of not less than three (3) Directors of the Company.
Members of the Committee shall be Disinterested Persons.

     2.4  "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

     2.5  "Company" means UtiliCorp United Inc., a Delaware corporation.

     2.6  "Disinterested Person" shall be as defined in regulations issued
pursuant to Section 16 of the Securities Exchange Act of 1934, as amended from
time to time (the "Exchange Act").

     2.7  "Fair Market Value" means, with respect to the Company's Shares, the
mean between the high and low prices of Shares on the New York Stock Exchange
Composite Tape on, as applicable:  (a) the day on which an Award is granted; (b)
the day all restrictions lapse for a Restricted Stock Award; or (c) the day
Shares are delivered in lieu of current cash compensation as permitted by the
Plan or, if there should be no sale on that date, on the next preceding day on
which there was a sale.

     2.8  "Grantee" means a person to whom an Award is made.


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     2.9  "Incentive Stock Option" or "ISO" means an Option awarded under the
Plan which meets the terms and conditions established by Section 422 of the Code
and applicable regulations.

     2.10 "Non-Qualified Stock Option" or "NQSO" means an Option awarded under
the Plan other than an ISO.

     2.11 "Option" means the right to purchase a number of Shares, at a price,
for a term, under conditions, and for cash or other considerations fixed by the
Committee and expressed in the written instrument evidencing the Option.  An
Option may be either an ISO or NQSO.

     2.12 "Plan" means the Company's Amended and Restated 1986 Stock Incentive
Plan.

     2.13 "Restricted Stock Award" means the grant of a right to receive a
number of Shares at a time or times fixed by the Committee in accordance with
the Plan and subject to such limitations and restrictions as the Plan and the
Committee impose, all as expressed in the written instrument evidencing the
Restricted Stock Award.

     2.14 "Right of First Refusal" means the right of the Company to be given
the opportunity to purchase Shares issued pursuant to Awards under the Plan at
their then Fair Market Value, in the event the holder of such Shares desires to
sell the Shares to any other person.  This right may apply to any Shares awarded
under the Plan under terms and conditions established by the Committee at the
time of Award and included in the written instrument evidencing the Award, and
shall apply to sales by the Grantee or the Grantee's guardian, legal
representative, joint tenant, tenant in common, heir or successors.

     2.15 "Section 16 Person" means a person who, with respect to the Shares, is
subject to Section 16 of the Exchange Act.

     2.16 "Shares" means shares of the Company's $1.00 par value common stock
or, if by reason of the adjustment provisions hereof any rights under an Award
under the Plan pertain to any other security, such other security.

     2.17 "Subsidiary" means any business, whether or not incorporated, in which
the Company, at the time an Award is granted to an employee thereof, or in other
cases, at the time of reference, owns directly or indirectly not less than 50
percent of the equity interest except that with respect to an ISO the term
"Subsidiary" shall have the meaning set forth in Section 425(f) of the Code.

     2.18 "Successor" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to exercise an
Option, or to receive Shares issuable in satisfaction of a Restricted Stock
Award, by bequest or inheritance or by reason of the death of the Grantee, as
provided in accordance with Section 9 hereof,

     2.19 "Term" means the period during which a particular Option may be
exercised or the period during which the restrictions placed on a Restricted
Stock Award are in effect.

3.   ADMINISTRATION OF THE PLAN


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     3.1  The Plan shall be administered by the Committee.

     3.2  Subject to the provisions of the Plan, the Committee shall have the
sole authority to determine:

          (i)  the employees of the Company and its Subsidiaries to whom Awards
     shall be granted;

          (ii) the number of Shares to be covered by each Award;

          (iii)     the price to be paid for the Shares upon the exercise of
     each Option;

          (iv) the Term within which each Option may be exercised;

          (v)  the terms and conditions of each Option, which may include
     provisions for payment of the option price in Shares at the Fair Market
     Value of such Shares on the day of their delivery for such purpose;

          (vi) the restrictions on transfer and forfeiture conditions with
     respect to a Restricted Stock Award; and

          (vii) any other terms and conditions of the Award.

     3.3  The Committee may construe and interpret the Plan, reconcile
inconsistencies thereunder and supply omissions therefrom.  Any decision or
action taken by the Committee in the exercise of such powers or otherwise,
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan and of its rules and regulations shall be
conclusive and binding upon all Grantees, and any other person claiming under or
through any Grantee.

     3.4  The Committee shall designate one of its members as Chairman.  It
shall hold its meetings at such times and places as may be determined.  All
determinations of the Committee shall be made by a majority of its members at
the time in office.  Any determination reduced to writing and signed by a
majority of the members of the Committee at the time in office shall be fully as
effective as if it had been made at a meeting duly called and held.  The
Committee may appoint a Secretary, who need not be a member of the Committee,
and may establish and amend such rules and regulations for the conduct of its
business and the administration of the Plan as it shall deem advisable.

     3.5  No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his service on the Committee.
Service on the Committee is hereby specifically declared to constitute service
as a Director of the Company, to the end that the members of the Committee
shall, in respect of their acts and omissions as such, be entitled to the
limitation of liability, indemnification and reimbursement as Directors of the
Company pursuant to its Certificate of Incorporation, Bylaws and to the benefits
of any insurance policy maintained by the Company providing coverage with
respect to acts or omission of Directors of the Company.


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     3.6  The Committee shall regularly inform the Board as to its actions under
the Plan in such manner, at such times, and in such form as the Board may
request.

     3.7  Notwithstanding the foregoing, in the event the Committee shall not
exist at any time during the term of this Plan, the Plan shall be administered
by the Board of Directors but only in the event the Board consists of a majority
of persons who are Disinterested Persons and a majority of Directors acting in
any matter related to the Plan consists of Disinterested Persons.

4.   ELIGIBILITY

     Awards may be made under the Plan only to the class of employees of the
Company or of a Subsidiary, including officers, consisting of those employees
who have executive, managerial, supervisory or professional responsibilities
("Eligible Employees").  A Director who is not an employee shall not be eligible
to receive an Award.  Awards may be made to Eligible Employees whether or not
they have received prior Awards under the Plan or under any other plan, and
whether or not they are participants in other benefit plans of the Company.

5.   SHARES SUBJECT TO PLAN

     3,262,644(1) Shares are hereby reserved for issuance in connection with
Awards under the Plan and the issuance of Shares pursuant to Section 19, below.
The Shares so used may be Shares held in the treasury, however acquired, or
Shares which are authorized but unissued.  Any Shares subject to Options which
lapse unexercised, and any Shares forming part of a Restricted Stock Award which
do not vest in the Grantee, shall once again be available for grant of Awards.

6.   GRANTING OF OPTIONS

     6.1  Subject to the terms of the Plan, the Committee may from time to time
grant Options to Eligible Employees.

     6.2  Pursuant to the Code and applicable regulations, the aggregate Fair
Market Value (determined at the time the Option is granted) of Shares as to
which ISOs are exercisable for the first time by a Grantee during any calendar
year (under all Plans of the Grantee's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.  No ISO shall be granted to
a Grantee who, at the time the ISO is granted, owns (within the meaning of
Section 422(b)(6) of the Code) stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Grantee's employer
corporation or of its parent or subsidiary corporation unless, at the time the
ISO is granted, the Option price is at least 110 percent of the Fair Market
Value of the stock subject to the


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

     (1) 262,644 Shares remain unissued under the 1986 Stock Incentive Plan and
3,000,000 additional Shares have been added to the Plan hereunder, contingent
upon the receipt of all required regulatory approvals and approval by the
Company's stockholders at the annual stockholders' meeting in 1996.


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ISO, and the ISO by its terms is not exercisable after the expiration of five
years from the date the ISO is granted.

     6.3  The purchase price of each Share subject to an Option shall be fixed
by the Committee, but shall not be less than the greater of the par value of the
Share or 100 percent of the Fair Market Value of the Share on the date the
Option is granted, except as otherwise provided in Section 6.2 with respect to a
10 percent stockholder.

     6.4  Each Option shall expire and all rights to purchase Shares thereunder
shall terminate on the date fixed by the Committee and expressed in the written
instrument evidencing the Option, which date in the case of ISOs shall not be
after the expiration of ten years from the date the Option is granted.

     6.5  Subject to the terms of the Plan each Option shall become exercisable
at the time, and for the number of Shares, fixed by the Committee and expressed
in the written instrument evidencing the Option; provided, however, that during
any fiscal year of the Company, no Grantee shall be granted Options covering
more than 150,000 Shares.  Except to the extent otherwise provided in or
pursuant to Sections 9 and 10, no Option shall become exercisable as to any
Shares prior to the first anniversary of the date on which the Option was
granted.

     6.6  Subject to the terms of the Plan, the Committee may at the time of the
Award make all or any portion of Option Shares subject to a Right of First
Refusal for any period of time designated by the Committee in the written
instrument evidencing the Awards.

7.   RESTRICTED STOCK AWARDS

     7.1  Subject to the terms of the Plan, the Committee may also grant
Eligible Employees Restricted Stock Awards.

     7.2  The number of Shares covered thereby and other terms and conditions of
any such Restricted Stock Award, including the period for which and the
conditions on which the Shares included in the Award will be subject to
forfeiture and restrictions on transfer or on the ability of the Grantee to make
elections with respect to the taxation of the Award without the consent of the
Committee, shall be determined by the Committee and expressed in the written
instrument evidencing the Award; provided, however, that during any fiscal year
of the Company, no Grantee shall receive Restricted Stock Awards covering more
than 150,000 Shares.  Except as provided in or pursuant to Sections 9 and 10, no
such restrictions shall lapse earlier than the first, or later than the tenth,
anniversary of the date on which the Award was granted.

     7.3  Subject to the terms of the Plan, the Committee may at the time of the
Award make all or portion of the Shares awarded under a Restricted Stock Award
subject to a Right of First Refusal for any period of time designated by the
Committee and expressed in the written instrument evidencing the Award.


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     7.4  The Committee, in its sole discretion, may impose performance
restrictions on Restricted Stock Awards as it may deem advisable or appropriate
in accordance with this Section 7.4.

          7.4.1     The Committee may set restrictions based upon (a) the
     achievement of specific performance objectives (Company-wide, divisional or
     individual), (b) applicable Federal or state securities laws, or (c) any
     other basis determined by the Committee in its sole discretion.

          7.4.2     For purposes of qualifying Restricted Stock Awards as
     "performance-based compensation" under section 162(m) of the Code, the
     Committee, in its sole discretion, may set restrictions based upon the
     achievement of performance goals.  The performance goals shall be set by
     the Committee on or before the latest date permissible to enable the
     Restricted Stock Awards to qualify as "performance-based compensation"
     under Section 162(m) of the Code.  In granting Restricted Stock Awards that
     are intended to qualify under Code Section 162(m), the Committee shall
     follow any procedures determined by it in its sole discretion from time to
     time to be necessary, advisable or appropriate to ensure qualification of
     the Restricted Stock Awards under Code Section 162(m) (e.g., in determining
     the performance goals).

8.   NON-TRANSFERABILITY OF RIGHTS

     No Option and no rights under any Restricted Stock Award shall be
transferable by the Grantee otherwise than by will or the laws of descent and
distribution, and each Option may be exercised during the lifetime of the
Grantee only by him; and the written instrument evidencing each Option and each
Restricted Award shall so state.

9.   DEATH OR TERMINATION OF EMPLOYMENT

     9.1  Subject to the provisions of the Plan, the Committee may make and
include in the written instrument evidencing an Option such provisions
concerning exercise or lapse of the Option on death or termination of employment
as it shall in its discretion determine.  No such provision shall permit an
Option to be exercised prior to six months after the date on which it was
granted, except in the event of death or termination of employment by reason of
disability.

     9.2  No ISO shall be exercisable after the date which is three months
following the Grantee's termination of employment for any reason other than
death or disability, unless (a) the Grantee dies during such three-month period,
and (b) the written instrument evidencing the Award or the Committee permits
later exercise.  No ISO may be exercised more than one year after the Grantee's
termination of employment on account of disability, unless (a) the Grantee dies
during such one-year period and (b) the written instrument evidencing the Award
or the Committee permits later exercise.

     9.3  The effect of death or termination of employment on Shares issuable or
deliverable pursuant to any Restricted Stock Awards shall be as stated in the
written instrument evidencing the Award.


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     9.4  A transfer of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute a termination of employment for
purposes of the Award and the Plan.

10.  PROVISIONS RELATING TO TERMINATION OF THE COMPANY'S SEPARATE EXISTENCE

     The Committee may provide that in the event that the Company is to be
wholly or partially liquidated, or agrees to participate in a merger,
consolidation or reorganization in which it or any entity controlled by it is
not the surviving entity, any or all Options granted under the Plan shall be
immediately exercisable in full and the restrictions relating to any or all
Restricted Stock Awards made under the Plan shall immediately lapse.

11.  WRITINGS EVIDENCING AWARDS

     Each Award granted under the Plan shall be evidenced by a writing which
may, but need not be, in the form of an agreement to be signed by the Grantee.
The writing shall set forth the nature and size of the Award, its Term, the
other terms and conditions thereof, and such other matters as the Committee
directs.  Acceptance of any benefits of an Award by the Grantee shall be an
assent to the terms and conditions set forth therein, whether or not the writing
is in the form of an agreement signed by the Grantee.

12.  EXERCISE OF RIGHTS UNDER AWARDS

     12.1 A person entitled to exercise an Option may do so only by delivery of
a written notice to that effect specifying the number of Shares with respect to
which the Option is being exercised and any other information which the
Committee has previously prescribed and of which such person has been notified.

     12.2 Such a notice shall be accompanied by payment in full of the purchase
price of any Shares to be purchased thereunder, with such payment being made in
cash or Shares having a Fair Market Value on the date of exercise of the Option
equal to the purchase price payable under the Option, or a combination of cash
and Shares, and no Shares shall be issued upon exercise of an Option until full
payment has been made therefor; provided that payment in part or full by the
transfer of Shares to the Company shall be subject to approval by the Committee.

     12.3 Upon exercise of an Option or after grant of a Restricted Award under
which a Right of First Refusal has been required with respect to some or all of
the Shares subject to such Option, or included in the Restricted Stock Award,
the Grantee shall be required to acknowledge, in writing, his or her
understanding of such Right of First Refusal and the legend which shall be
placed on the certificates for such Shares in respect thereof.

     12.4 All notices or requests by a Grantee provided for herein shall be
delivered to the Secretary of the Company.

13.  EFFECTIVE DATE OF THE PLAN AND DURATION


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     13.1 The Plan shall become effective on September 1, 1995, the date of its
approval by the Executive Committee of the Board of Directors of the Company,
subject to approval of the stockholders at a meeting duly held in accordance
with applicable law; and subject to approval by any governmental body, the
approval of the Plan by which body is required under applicable law.  No Option
shall be exercisable nor shall any Shares be deliverable under a Restricted
Stock Award prior to receipt of all required approvals.

     13.2 No Awards may be granted under the Plan after September 1, 2005,
although the terms of any Award may be amended at any time prior to the
expiration of the Award in accordance with the Plan.

14.  DATE OF AWARD

     The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such latter date as shall be
specified by the Committee in connection with such determination.

15.  STOCKHOLDER STATUS

     No person shall have any rights as a stockholder by virtue of the grant of
an Award under the Plan except with respect to Shares actually issued to that
person.

16.  POSTPONEMENT OF EXERCISE

     The Committee may postpone any exercise of an Option or the delivery of any
Shares pursuant to a Restricted Stock Award for such period as the Committee in
its discretion may deem necessary in order to permit the Company (i) to effect
or maintain registration of the Plan or the Shares issuable upon the exercise of
an Option or distributable in satisfaction of a Restricted Stock Award under the
Securities Act of 1933, as amended, or the securities laws of any applicable
jurisdiction, (ii) to permit any action to be taken in order to comply with
restrictions or regulations incident to the maintenance of a public market for
its Shares or to list the Shares thereon; or (iii) to determine that such Shares
and the Plan are exempt from such registration or that no action of the kind
referred to in (ii) above need be taken; and the Company shall not be obligated
by virtue of any terms and conditions of any Award or any provision of the Plan
to permit the exercise of an Option to sell or deliver Shares in violation of
the Securities Act of 1933 or other applicable law.  Any such postponement shall
not extend the Term of an Option nor shorten the Term of a restriction
applicable under any Restricted Stock Award; and neither the Company nor its
directors or officers or any of them shall have any obligation or liability to
the Grantee of an Award, to any Successor of a Grantee or to any other person
with respect to any Shares as to which an Option shall lapse because of such
postponement or as to which issuance under a Restricted Stock Award was thereby
delayed.

17.  TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

     The Board may at any time terminate, suspend or modify the Plan, except
that the Board shall not, without authorization of the stockholders of the
Company, effect any change (other than through adjustment for changes in
capitalization as herein provided) which


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increases the aggregate number of Shares for which Awards may be granted or
sold, materially amends the formula for determining the purchase price of Shares
on which Options may be granted, changes the class of employees eligible to
receive Awards, extends the period during which Awards may be granted or removes
the restrictions set forth in this sentence.

     No termination, suspension or modification of the Plan shall adversely
affect any right acquired by any Grantee or any Successor under an Award granted
before the date of such termination, suspension or modification unless such
Grantee or Successor shall consent thereto.  Adjustments for changes in
capitalization or corporate transactions as provided for herein shall not,
however, be deemed to adversely affect such right.

18.  ADJUSTMENTS FOR CHANGES IN CAPITALIZATION AND CORPORATE TRANSACTIONS

     Any change in the number of outstanding shares of the Company occurring
through stock splits, combination of shares, recapitalization, or stock
dividends after the adoption of the Plan shall be appropriately reflected in an
increase or decrease in the aggregate number of Shares then available for the
grant of Awards under the Plan, or to become available through the termination,
surrender or lapse of Awards previously granted and in the numbers of Shares
subject to Restricted Stock Awards then outstanding; and appropriate adjustments
shall be made in the per Share option price and/or number of Shares subject to
the Option as to any outstanding Options.  No fractional Shares shall result
from such adjustments.  Similar adjustments shall be made in the event of
distribution of other securities in respect of outstanding Shares or in the
event of a reorganization, merger, consolidation or any other change in the
corporate structure or Shares of the Company, if and to the extent that the
Committee deems such adjustments appropriate.

19.  DELIVERY OF SHARES IN LIEU OF CASH INCENTIVE AWARDS OR DIRECTOR'S FEES

     (a)  Any employee otherwise eligible for an Award under the Plan who is
eligible to receive a cash bonus or incentive payment from the Company under any
management bonus or incentive plan of the Company or entitled to receive a cash
payment for services rendered as a Director, may make application to the
Committee in such manner as may be prescribed from time to time by the Committee
to receive Shares available under the Plan in lieu of all or any portion of such
cash payment.  Such an application may be made by, and approved with respect to,
a member of the Committee.

     (b)  The Committee may in its discretion honor such application by
delivering Shares available under the Plan to such employee, equal in Fair
Market Value on the delivery date to that portion of the cash payment otherwise
payable to the employee under such bonus or incentive plan, or for services
rendered as a Director, for which a Share delivery is to be made in lieu of cash
payment.

     (c)  Any Shares delivered to an employee under this Section shall reduce
the aggregate number of Shares authorized for issuance and delivery under the
Plan.


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     (d)  Such applications and such delivery of Shares shall not be permitted
after the expiration of ten years from the effective date of the Plan.  Delivery
of such Shares shall be deemed to occur on the date certificates therefor are
sent by United States mail or hand-delivered to the recipient.

20.  NON-UNIFORM DETERMINATION PERMISSIBLE

     The Committee's determination under the Plan including, without limitation,
determinations as to the persons to receive Awards, the form, amount and type of
Awards (i.e., ISOs, NQSOs or Restricted Stock Awards), the terms and provisions
of Awards, the written instruments evidencing such Awards, and the granting or
rejecting of applications for delivery of Shares in lieu of cash bonus or
incentive payments or compensation of a Director need not be uniform as among
persons similarly situated and may be made selectively among otherwise eligible
employees or Directors, whether or not such employees or Directors are similarly
situated.

21.  TAXES

     (a)  The Company shall be entitled to withhold the amount of any
withholding tax payable with respect to any Awards or Shares delivered in lieu
of cash payments.  The person entitled to receive Shares pursuant to the Award
will be given notice as far in advance as practicable to permit such cash
payment to be made to the Company.  The Company may defer making delivery of
Shares until indemnified to its satisfaction with respect to any such
withholding tax.

     (b)  Notwithstanding the foregoing, at any time when a Grantee is required
to pay to the Company an amount required to be withheld under applicable income
tax laws, the Grantee may satisfy this obligation in whole or in part by
electing (the "Election") to have the Company withhold Shares having a value
equal to the amount required to be withheld.  The value of the Shares to be
withheld shall be based on the closing price of the Shares on the New York Stock
Exchange on the date that the amount of tax to be withheld shall be determined
("Tax Date").  Each election must be made prior to the Tax Date.  The Committee
may disapprove any Election or may suspend or terminate the right to make
Elections.  An Election is irrevocable.

     If the Grantee is a Section 16 Person, then an Election relating to taxes
due upon the exercise of an NQSO is subject to the following additional
restrictions:

          (1)  No Election shall be effective for a Tax Date which occurs within
     six months of the grant of the Option.

          (2)  The Election must be made either six months prior to the Tax Date
     or must be made during a period beginning on the third business day
     following the date of release for publication of the Company's quarterly or
     annual summary statement of sales and earnings and ending on the twelfth
     business day following such date (except that this limitation will not
     apply in the event death or disability of the Grantee occurs prior to the
     expiration of the six month period).


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          (3)  If the Tax Date is deferred until six months after exercise, the
     full amount of shares of Common Stock otherwise issuable upon exercise of
     the Option will be issued and transferred to the Grantee upon exercise, but
     such Grantee shall be unconditionally obliged to tender back to the Company
     the proper number of shares of Common Stock on the Tax Date to satisfy the
     income tax withholding requirements, plus cash for any fractional amount.

22.  TENURE

     An employee's right, if any, to continue in the employ of the Company or a
Subsidiary shall not be affected by the fact that he is a participant under this
Plan; and the Company or Subsidiary shall retain the right to terminate his
employment without regard to the effect such termination may have on any rights
he may have under the Plan.

23.  APPLICATION OF PROCEEDS

     The proceeds received by the Company from sale of its Shares pursuant to
Options granted under the Plan shall be used for general corporate purposes.

24.  OTHER ACTIONS

     Nothing in the Plan shall be construed to limit the authority of the
Company to exercise all of its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant Options for proper
corporate purposes otherwise than under the Plan to any employee or any other
person, firm, corporation, association or other entity, or to grant Options to,
or assume Options of, any person in connection with the acquisition by purchase,
lease, merger, consolidation or otherwise, of all or any part of the business or
assets of any person, firm, corporation, association or other entity.



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