SCHEDULE 14A INFORMATION
 
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                              UTILICORP UNITED INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

 
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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     2) Form, Schedule or Registration Statement No.:
       Preliminary Joint Proxy Statement/Prospectus on Schedule 14A and KC 
       United Corp. Form S-4 File No. 333-02223
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     3) Filing Party:

       UtiliCorp United, Kansas City Power & Light
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     4) Date Filed:
       February 21, 1996 and April 4, 1996
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                        QUESTIONABLE AND CAUTIONARY STATEMENTS
                       IN WESTERN RESOURCES' PROSPECTUS 7/3/96


CONDITIONS TO MERGER:

pg. ii (back of front cover), 48-53 (See attached)

pg. 9 - "... seek to merge KCPL with and into itself pursuant to Section 351.447
of the Missouri General and Business Corporation Law the "MGBCL") and section
17-6703 of the Kansas General Corporation Code (the " KGCC").  Under Section
351.447 and Section 17-6703, assuming the Minimum Tender Condition, the Western
Resources Shareholder Approval Condition, the Missouri Control Share
Acquisition, the Missouri Business Combination Condition and the KCPL Preferred
Stock Redemption Condition are satisfied, Western Resources could merge KCPL
into itself ..."

TIMELINE:

Pg. iii, 40 - "... It is anticipated, however, that the time necessary to obtain
such governmental and regulatory approvals and consents will extend beyond the
Expiration Date, and Western Resources expects that it will extend the Offer
from time to time in its sole discretion."

KCPL HAS LOOKED AT A MERGER WITH WESTERN MANY TIMES:

pg. 1, 19  - "...KCPL and Western Resources have discussed the possibility of a
merger at various times over the last two years.  In June 1994, KCPL and Western
Resources exchanged confidential information ..."

DIVIDEND SECURITY:

pg. 5 - "...However, the declaration of future dividends will depend upon future
earnings, the financial condition of Western Resources and other factors ...
including Western Resources, ability to achieve OVER $1 billion in cost savings
from the merger, and, therefore, THERE IS NO ASSURANCE THAT WESTERN RESOURCES
WILL BE ABLE TO PAY DIVIDENDS IN THE PROJECTED AMOUNTS."

pg. 28, - "...Because Western Resources was unable to discuss the above analysis
with KCPL and did not have access to substantial material concerning KCPL's
operations, these analyses were necessarily limited in scope... Accordingly,
there can be no assurance that such cost savings will be realized, and actual
cost savings may vary materially from those set forth above.  In light of the
uncertainties inherent in such analyses, the inclusion of estimated cost savings
herein should not be regarded as a representation by Western Resources or any
other person that such cost savings will be achieved. "



pg. 66 - "...In light of the uncertainties inherent in forecasts of any kind,
the inclusion of the forecast herein should not be regarded as a representation
by Western Resources or any other person that the forecast will be achieved.  
SHAREHOLDERS AND OTHER INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THE FORECAST."

pg. 7, 22 - "... the staff of the KCC recommended annual rate reductions for
Western Resources of $105 million.  Western Resources is opposing the KCC
staff's recommendation ... HOWEVER, THERE CAN BE NO ASSURANCE THAT THE KCC
STAFF'S RECOMMENDATION WILL NOT BE ADOPTED, OR, IF ADOPTED, WILL NOT HAVE AND
ADVERSE EFFECT OF WESTERN RESOURCES' CONSUMMATION OF THE OFFER AND THE MERGER,
ON THE REGULATORY PLAN OR ON WESTERN RESOURCES' ABILITY TO ACHIEVE ITS PROJECTED
POST-MERGER DIVIDEND RATES."

STRATEGY  DOES WR HAVE ONE?

pg. 47 - "... various possible business strategies that it might consider in the
event that it acquires all or substantially all of the common equity interest in
KCPL ... Such strategies could include, among other things changes in KCPL's
business, corporate structure, certificate of incorporation, bylaws,
capitalization, the KCPL board of directors or management, and consideration of
disposition of certain assets or lines of business of KCPL..."