STATE OF MISSOURI
                            PUBLIC SERVICE COMMISSION

At a Session of the Public Service
Commission held at its office in Jefferson City on the 1st day of
June, 2000.


In the Matter of the Application of        )
The Empire District Electric Company for   )
Permission and Authority to Transfer a     )
Partial, Undivided Interest in Certain     )
Generation Facilities, Land and Related    ) Case No. EM-2000-145
Property Owned by It to Westar Generating, )
Inc., in Accordance with a Contract Dated  )
July 26, 1999.                             )
In the Matter of the Application of        )
Westar Generating, Inc. for a Certificate  )
of Public Convenience and Necessity        )
Authorizing it to Construct, Install,      )
Own, Operate, Control, Manage, and         ) Case No. EA-2000-153
Maintain Electric Production Facilities    )
in Jasper County, Missouri, Pursuant to    )
the terms of a July 26, 1999 Agreement for )
the Construction, Ownership and Operation  )
of State Line Combined Cycle Generating    )
Facility. )

        ORDER APPROVING APPLICATION TO TRANSFER ASSETS AND ORDER GRANTING
                    CERTIFICATE OF CONVENIENCE AND NECESSITY

On August 13, 1999,  The Empire  District  Electric  Company  (Empire)  filed an
application with the Commission  requesting permission and authority to sell and
transfer an interest in certain assets to Westar Generating,  Inc. (WGI) for the
purpose of constructing  additional electric generating facilities at the "State
Line"  facility  owned by Empire.  That  application  was  assigned  case number
EM-2000-145.  The application  indicates that Empire,  in conjunction  with WGI,
plans to construct a 500 megawatt  combined cycle generating  station  utilizing
portions of the existing  site and State Line Unit 2. Empire and WGI will have a
joint ownership in certain common  facilities,  the land and in the existing and
new facilities  pursuant to a  Construction,  Ownership and Operation  Agreement
dated July 26, 1999.

On  August  17,  1999,  WGI  filed  an  application  with the  Commission  for a
certificate  of public  convenience  and  necessity  to allow it to  "construct,
install,  own, operate,  control,  manage and maintain" the electric  generating
facilities that Empire seeks to convey to it. WGI's application was assigned
case number EA-2000-153.
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On August 17,  1999,  the  Commission  issued an Order and Notice in case number
EM-2000-145 that directed  interested  parties wishing to intervene in that case
to file an application on or before September 7, 1999. Similarly,  on August 20,
1999,  the  Commission  issued an Order and  Notice in case  number  EA-2000-153
directing  interested  parties to file an  application to intervene on or before
September 9. No party requested intervention in either case.

In response  to a Joint  Motion to  Consolidate  filed by Empire and WGI in both
cases, the Commission consolidated the two applications into a single case by an
order  issued  on August  31,  1999.  No party  has  requested  a  hearing.  The
requirement  for a hearing  is met when the  opportunity  for  hearing  has been
provided and no proper party has requested the opportunity to present  evidence.
State ex rel. Rex Deffenderfer  Enterprises,  Inc. v. Public Service Commission,
776 S.W.2d  494,  496 (Mo.  App.  1989).  Since no one has asked  permission  to
intervene or requested a hearing,  the Commission may grant the relief requested
based on the application.

On May 11, 2000, Staff filed a recommendation  and memorandum.  No party filed a
response  to  that  recommendation  and  memorandum.  Based  on its  review  and
analysis,  the Staff concludes that Empire has demonstrated that its application
to sell and transfer  certain  assets to WGI is "not  detrimental  to the public
interest." Staff recommends that the Commission issue an order granting Empire's
application.   Further,   Staff  recommends  that  the  Commission  reserve  all
ratemaking  treatment  associated  with  this  transaction  for  a  future  rate
proceeding.

With  regard  to  WGI's  application  for  a  certificate  of  convenience  and
necessity,  Staff states that WGI is not requesting  authority to provide retail
service  within the area for which it seeks  certification,  as that area is the
same as that in which Empire currently operates its State Line facility.  Indeed
WGI does not have any retail  customers  anywhere in Missouri.  This fact raises
the question of whether or not WGI should be required to apply for a certificate
of convenience and necessity.

Staff's  recommendation  indicates that Section 393.170.1,  RSMo 1994 states, in
pertinent part, "No . . . electrical  corporation . . . shall begin construction
of a[n] . . . electric plant . . . without first having obtained the approval of
the  commission."  Section  386.020(15),  RSMo Supp.  1999,  in pertinent  part,
defines an electrical corporation as including: "every corporation . . . owning,
operating,  controlling  or managing any electric plant . . . ." In State ex rel
Danciger & Co. v. Public Serv. Comm'n, 205

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S.W. 36 (Mo.  1918),  the  Missouri  Supreme  Court added a  requirement  to the
statutory  definition by finding that an electric  corporation is not subject to
regulation by the Commission unless it is offering electricity for "public use."
The question then becomes  whether or not WGI will be offering  electricity  for
"public use."

WGI does not have any  customers in Missouri at this time.  However,  in Staff's
opinion,  WGI's  ownership  interest,  in  partnership  with  Empire,  a utility
regulated by the Commission,  in a facility that will serve retail  customers in
this state  implicates  the interests of Missouri  ratepayers  and justifies the
exercise of the  Commission's  authority.  Staff concludes that WGI's project is
necessary  or  convenient  for the public  service and should be approved  and a
certificate of convenience and necessity should be granted.

The Commission has reviewed the applications of Empire and WGI, the accompanying
documentation,  and Staff's recommendation and memorandum.  The Commission finds
that  Empire's  application  to sell and transfer  certain  assets to WGI is not
detrimental to the public  interest and should be approved.  The Commission also
finds that WGI's  application  for a certificate of convenience and necessity is
necessary and convenient for the public service and should be approved.

IT IS THEREFORE ORDERED:

1. That the  Application  filed by The  Empire  District  Electric  Company  for
authority  to sell and transfer  certain  assets to Westar  Generating,  Inc. is
approved.

2. That nothing in this order shall be considered a finding by the Commission of
the value for ratemaking purposes of the transactions approved by this order.

3. That the Commission  reserves the right to consider any ratemaking  treatment
to be afforded the transactions approved by this order in a later proceeding.

4. That no later than 90 days after the  closing  date of the  transaction,  The
Empire District Electric Company shall submit to Staff (Utility Services) a copy
of all journal entries made in connection with this sale and transfer.

5. That the application filed by Westar  Generating,  Inc., for a certificate of
convenience and necessity is granted.

6. That Westar  Generating,  Inc., is granted a certificate of  convenience  and
necessity to construct, install, own, operate,

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control,  manage and maintain electric facilities in Jasper County,  Missouri in
an area set forth on the maps attached to its Application as Appendix 2. A legal
description of the area is attached to Westar's Application as Appendix 3.

7. That this order shall become effective on June 13, 2000.

BY THE COMMISSION





Dale Hardy Roberts
Secretary/Chief Regulatory Law Judge

( S E A L )

Lumpe, Ch., Murray, Schemenauer,
and Drainer, CC., concur

Woodruff, Regulatory Law Judge


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