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                                                                 Exhibit 3(a)(4)

                              UTILICORP UNITED INC.
                           CERTIFICATE OF DESIGNATION
                                     OF THE
                   PREFERENCE STOCK (CUMULATIVE), $2.05 SERIES

                                WITHOUT PAR VALUE

                     PURSUANT TO SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

                  UtiliCorp United Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies
that the following resolutions were duly adopted by the Board of Directors of
the Corporation (the "Board of Directors"), pursuant to authority conferred upon
the Board of Directors by the provisions of the Certificate of Incorporation of
the Corporation, as amended (the "Certificate of Incorporation"), and the
provisions of Section 151 of the General Corporation Law of the State of
Delaware (the "GCL"), on February 19, 1992.

                  WHEREAS, the Board of Directors is authorized, within the
limitations and restrictions stated in the Certificate of Incorporation, to fix
by resolution or resolutions the designation of each series of, and issue up to
10,000,000 shares of, the preference stock, without par value, of the
Corporation and the powers, preferences and relative participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
including, without limiting the generality of the foregoing, such provisions as
may be desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution or resolutions of the Board of Directors
under the GCL; and

                  WHEREAS, it is the desire of the Board of Directors, pursuant
to its authority as aforesaid, to authorize and fix the terms of a series of
such preference stock and the number of shares constituting such series:

                  NOW, THEREFORE, BE IT RESOLVED:

                  1. DESIGNATION AND NUMBER. The designation of this series
is the "Preference Stock (Cumulative), $2.05 Series" (hereinafter, this
"SERIES") and the number of shares constituting each such Series is one
million (1,000,000) shares. Shares of this Series shall have a stated value
of $25.00 per share.

                  2. DIVIDENDS. The holders of this Series shall be entitled
to receive an annual cash dividend of $2.05 per share, and no more, when, as
and if declared by the Board of Directors out of funds legally available
therefor, payable quarterly on the first day of each March, June, September
and December, commencing on the first such date which is more than fifteen
calendar days after the date of original issuance of the first share of this
Series, to

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holders of record on the respective dates fixed for that purpose by the Board of
Directors not less than ten nor more than sixty days in advance of payment of
each dividend.

                  Dividends on shares of this Series shall be cumulative from
and after the date of original issuance thereof, whether or not on any scheduled
dividend payment date there shall be funds legally available for the payment of
dividends.

                  So long as any shares of this Series are outstanding, the
Corporation shall not pay or declare or set aside for payment any dividend
payable in cash, evidences of indebtedness, assets or property other than cash,
or capital stock of the Corporation ranking equally with or junior to this
Series in respect of dividends, or make any other distribution on any preferred
stock or common stock or any other class or series of capital stock of the
Corporation ranking equally with or junior to this Series; PROVIDED, HOWEVER,
that the Corporation may pay less than all accrued and unpaid dividends on any
class or series of capital stock ranking equally with this Series in respect of
dividends made ratably in accordance with the respective accrued and unpaid
dividends on this Series and such class or series of capital stock ranking
equally with this Series in respect of dividends.

                  Subject to Section 8 hereof, this Series shall not rank junior
as to dividends to any other class or series of capital stock of the
Corporation, unless such class or series of capital stock of the Corporation is
by its terms expressly made equal as to dividends to this Series. This Series
shall rank senior as to dividends to the Corporation's common stock, par value
$1 per share (the "COMMON STOCK"), its Class A common stock, par value $1 per
share (the "CLASS A COMMON STOCK"), and any other class or series of capital
stock of the Corporation which is not by its terms expressly made equal as to
dividends to this Series.

                  The amount of dividends "accrued" on any share of stock of
this Series at any scheduled dividend payment date shall be deemed to be the
amount of any unpaid dividends accumulated thereon to and including such
dividend payment date, whether or not earned or declared, and the amount of
dividends "accrued" on any share of stock of this Series at any date other than
a scheduled dividend payment date shall be calculated as the amount of any
unpaid dividends accumulated thereon to and including the last preceding
dividend payment date, whether or not earned or declared, plus an amount
calculated on the basis of the annual dividend rate of $2.05 of the period after
such last preceding dividend payment date to and including the date as of which
the calculation is made, based on the actual number of days elapsed.

3. LIQUIDATION RIGHTS. In the event of the involuntary liquidation, dissolution
or winding up of the Corporation ("LIQUIDATION"), the holders of this Series
shall be entitled to have paid to them out of the assets of the Corporation,
before any distribution is made to or set apart for the holders of any shares of
Common Stock or Class A Common Stock of the Corporation, or of any other class
or series of capital stock of the Corporation ranking junior to this Series in
respect of distribution of assets upon Liquidation, an amount equal to $25.00
per share, plus an amount in cash equal to all dividends (whether or not earned
or declared) on such shares accrued and unpaid thereon to the date of final
distribution. After payment in cash to the


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holders of this Series of the full preferential amount as aforesaid, the holders
of this Series shall, as such, have no right or claim to any of the remaining
assets of the Corporation.

                  If upon any Liquidation, the assets of the Corporation or
proceeds thereof distributable among the holders of shares of this Series and of
any class or series of capital stock of the Corporation ranking equally with
this Series as to distribution of assets upon Liquidation shall be insufficient
to pay in full the preferential amounts payable to such holders, then such
assets or the proceeds thereof shall be distributed among such holders ratably
in accordance with the respective amounts that would be payable on such shares
if all amounts payable thereon were paid in full.

                  Subject to Section 8 hereof, this Section shall not rank
junior as to distribution of assets upon Liquidation to any other class or
series of capital stock of the Corporation, unless such class or series of
capital stock of the Corporation is by its terms expressly made equal as to
distribution of assets upon Liquidation of this Series. This Series shall rank
senior as to distribution of assets upon Liquidation, or the voluntary
liquidation, dissolution or winding up of the Corporation ("VOLUNTARY
LIQUIDATION"), to all shares of Common Stock, Class A Common Stock and any other
class or series of capital stock of the Corporation which is not by its terms
expressly made equal as to distribution of assets upon Liquidation of this
Series.

                  For purposes of this Section 3, neither (i) the acquisition by
any person of more than 50% of the outstanding shares of the Common Stock, nor
(ii) the consolidation or merger of the Corporation with or into any other
corporation or the consolidation or merger of any other corporation with or into
the Corporation, nor (iii) the sale, conveyance, exchange or transfer (for cash,
shares of capital stock, securities or other consideration) of all or
substantially all of the property and assets of the Corporation, shall be deemed
to be a Liquidation.

                  4. REDEMPTION AT OPTION OF CORPORATION; SINKING FUND. (a)
The shares of this Series shall not be redeemable before March 1, 1997. On
and after such date, the shares of this Series will be redeemable at the
option of the Corporation, by vote of the Board of Directors, in whole or in
part at any time and from time to time at a price of $25.00 per share plus a
sum equal to all dividends on such shares accrued and unpaid thereon to the
date fixed for redemption (for purposes of this Section 4 and Section 5
hereof, such date is hereinafter called the "REDEMPTION DATE").

                  (b) The shares of this Series shall not be subject to a
sinking fund.

5.       PROCEDURE FOR REDEMPTION PURSUANT TO SECTION 4.

                  (a) (i) In the event that fewer than all of the outstanding
shares of this Series are to be redeemed at any one time pursuant to Section 4
hereof, the number of shares to be redeemed shall be determined by the Board of
Directors and the shares to be redeemed shall be selected pro rata or by lot as
may be determined by the Board of Directors or by such other method as may be
approved by the Board of Directors to conform to any rule or regulation of the
New York Stock Exchange or any other stock exchange upon which the shares of
this Series may at the time be listed.


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                  (ii) The Corporation shall cause a notice to be mailed,
first-class postage prepaid, at least 30 days, but not more than 90 days, prior
to the Redemption Date, to each holder of record of shares of this Series to be
redeemed; if less than all the shares owned by such holder are then to be
redeemed, the notice shall also specify the number of shares thereof which are
to be redeemed and the number of certificates representing such shares. Such
notice shall be mailed to such record holders at their respective addresses as
they shall appear upon the books of the Corporation and shall set forth the
Redemption date, the redemption price per share and the place or places for
surrender of certificates for shares to be redeemed.

                  (iii) Any notice which is mailed by the Corporation as
provided in this Section 5 shall be conclusively presumed to have been duly
given, whether or not the shareholder receives such notice; and failure to give
such notice by mail, or any defect in such notice, to the holders of any shares
designated for redemption shall not affect the validity of the proceedings for
the redemption of any other shares of this Series. On or after the Redemption
date specified in such notice, each holder of the shares called for redemption
shall surrender the certificate evidencing such shares to the Corporation at the
place designated in such notice and shall thereupon be entitled to receive
payment of the redemption price. In case fewer than all of the shares
represented by any certificate are redeemed, a new certificate representing the
unredeemed shares shall be issued to the surrendering holder at the expense of
the Corporation. If on the Redemption Date specified in such notice there shall
have been deposited with a bank or trust company (the "DEPOSITARY") designated
by the Board of Directors and located in the City of Kansas City, Missouri, the
City of Chicago, Illinois, or the City of New York, New York, having a combined
capital and surplus of at least $50,000,000 in trust for the account of the
holders of the shares of this Series so called for redemption, funds in an
amount equal to the aggregate amount payable upon redemption of the shares to be
redeemed, together with irrevocable written instructions and authority to the
Depositary to redeem such shares on and after such Redemption Date immediately
upon the endorsement and surrender of the certificates therefor, then,
notwithstanding that the certificates evidencing any such shares shall not have
been surrendered, the dividends with respect to the shares so called shall cease
to accrue after the Redemption Date, the shares with respect to which such
deposit shall have been made shall no longer be deemed to be outstanding, the
holders thereof shall cease to be stockholders of the Corporation, and all
rights with respect to such shares shall forthwith terminate except only the
right to receive from the Depositary forthwith from and after the date of such
deposit the amount payable upon redemption of the shares to be redeemed, without
interest.

                  (b) Any interest accrued on funds so deposited with the
Depositary shall belong to the Corporation and shall be paid to it from time to
time. All funds deposited in accordance with this Section 5 which shall remain
unclaimed by the holders of shares called for redemption at the end of six years
after the Redemption Date shall be, if requested by the Board of Directors,
returned by the Depositary to the Corporation, after which the holders of such
shares shall look only to the Corporation for the payment of such unclaimed
amounts, without interest.

                  (c) If any dividend payment on this Series is in arrears, no
purchase or redemption shall be made of any shares of any class or series of
capital stock of the Corporation


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ranking equally with or junior to this Series as to dividends or the
distribution of assets upon Liquidation or Voluntary Liquidation.

                  6. CONVERSION RIGHTS. The holders of shares of this Series
shall have no right to convert such shares into shares of any other class or
series of capital stock of the Corporation.

                  7. VOTING RIGHTS. (a) Unless and until dividends payable on
any shares of this Series shall be in arrears in an amount equivalent to one
and one-half times the annual dividend, or more, per share, the holders of
shares of this Series shall have no voting power or rights, except as
otherwise provided herein, by the Certificate of Incorporation of the
Corporation or by law. If and when dividends payable on any shares of this
Series shall be in arrears in an amount equivalent to one and one-half times
the annual dividend or more, per share, and thereafter until all dividends on
shares of this Series in arrears shall have been paid, the holders of this
Series, together with any other class or series of capital stock of the
Corporation which is by its terms expressly made equal as to dividends to
this Series (for purposes of this Section 7, this Series, together with all
such other classes and series, is hereinafter collectively referred to as the
"PREFERENCE STOCK"), voting as a single class separate from the holders of
all other classes of capital stock, shall be entitled to elect two directors.
The terms of office as directors of all persons who may be directors of the
Corporation shall terminate upon the election of directors by the holders of
the Preference Stock. The holders of the Common Stock shall have the right to
elect the remaining directors of the Corporation. If the holders of the
Preference Stock have not exercised their right to elect directors of the
Corporation because of the lack of a quorum consisting of the holders of a
majority of the Preference Stock, then the said directors shall be elected by
the directors whose term of office is thus terminated, and in that event,
such elected directors shall hold office for the interim period, pending such
time as a quorum of the holders of the Preference Stock shall be present at a
meeting held for the election of directors.

                  (b) If and when all dividends then in arrears on the
Preference Stock then outstanding shall be paid (and such dividends shall be
declared and paid out of any funds legally available therefor as soon as
reasonably practicable), the holders of shares of the Preference Stock shall be
divested of any special right with respect to the election of directors and the
voting power of the holders of shares of the Preference Stock and the Common
Stock shall revert to the status existing before the first dividend payment date
on which dividends on any shares of the Preference Stock were not paid in full,
but always subject to the same provisions for vesting such special rights in the
holders of shares of the Preference Stock in case of further like arrears in
payment of dividends thereon. Upon the termination of any such special voting
right, the terms of office of all persons who may have been elected directors of
the Corporation by vote of the holders of the Preference Stock, as a class,
pursuant to such special voting right shall forthwith terminate, and the
resulting vacancies shall be filled by the vote of a majority of the remaining
directors.

                  (c) In case of any vacancy in the office of a director
occurring among the directors elected by the holders of the Preference Stock
voting as a single class separate from the holders of all other classes of
capital stock, the remaining director elected by the holders of the


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Preference Stock may elect a successor to hold office for the unexpired term of
the director whose place shall be vacant. In the event of simultaneous vacancies
among directors elected by the holders of the Preference Stock, an election by
the holders of the Preference Stock, pursuant to the provisions of this Section
7, will be held.

                  (d) Whenever the right shall have accrued to the holders of
the Preference Stock to elect directors, voting as a single class, separate from
the holders of all other classes of capital stock, then upon request in writing
signed by any holder of the Preference Stock entitled to vote, delivered by
registered mail or in person to the president, a vice president or secretary of
the Corporation, it shall be the duty of such officer forthwith to cause notice
to be given to the shareholders entitled to vote at a meeting to be held at such
time as such officer may fix, not less than 10 nor more than 60 days after the
receipt of such request, for the purpose of electing directors. At all meetings
of stockholders held for the purpose of electing directors during such time as
the holders of the Preference Stock shall have the special right, voting as a
single class, separate from the holders of all other classes of capital stock to
elect directors, the presence in person or by proxy of the holders of a majority
of the outstanding Preference Stock shall be required to constitute a quorum of
such class for the election of directors, and the presence in person or by proxy
of the holders of a majority of all other classes of capital stock outstanding
at the time, and not entitled to such special right, shall be required to
constitute a quorum of such other classes for the election of directors.

                  8. RESTRICTIONS ON CERTAIN CORPORATE ACTION. (a) So long as
any shares of this Series are outstanding, no new class of capital stock
shall be created or authorized which is entitled to dividends or shares in
distribution of assets on a parity with or in priority to this Series, nor
shall there be created or authorized any securities convertible into shares
of any such stock, unless the holders of record of not less than two-thirds
of the number of shares then outstanding of the preference stock, without par
value, of the Corporation of which this Series forms a part (as a single
class separate from the holders of all other classes of capital stock) shall
vote therefor in person or by proxy at the meeting of stockholders at which
the creation or authorization of such new class of capital stock or such
convertible securities is considered.

                  (b) So long as any shares of this Series are outstanding, the
Corporation shall not increase the total authorized amount of the preference
stock, without par value, of the Corporation of which this Series forms a part
or any class of capital stock which is entitled to dividends or shares in
distribution of assets on a parity with or in priority to such preference stock,
unless the holders of record of not less than a majority of the number of shares
of such preference stock then outstanding (as a single class separate from the
holders of all other classes of capital stock) shall vote therefor in person or
by proxy at a meeting held pursuant to notice containing a statement of such
purpose.

                  9. OTHER RIGHTS. The holders of this Series shall not have
any other preferences or special rights.

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                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be made under the seal of the Corporation signed by its Senior
Vice President and Corporate Secretary, respectively, this 19th day of February,
1992.

                                       /s/ Harry L. Winn, Jr.
                                       ---------------------------------------
                                               Senior Vice President

                                       /s/ Dale J. Wolf
                                       ---------------------------------------
                                               Corporate Secretary

(Seal)


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