Exhibit 8

                              
                                       December 17, 1996



Merrill Lynch & Co.
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281


Ladies and Gentlemen:

          We have acted as counsel to Merrill Lynch & Co. in
connection with the proposed offering by KCPL Financing I,
KCPL Financing II and KCPL Financing III, all Delaware
statutory business trusts (the "Trusts"), of Trust
Origninated Preferred Securities (the "Preferred
Securities"), as described in the Registration Statement on
Form S-3 (the "Registration Statement"), which is being filed
by Kansas City Power & Light Company, a Missouri corporation
(the "Company"), and the Trusts with the Securities and
Exchange Commission pursuant to the Securities Act of 1933,
as amended.  The Registration Statement includes the
Prospectus and the Prospectus Supplement (collectively, the
"Prospectuses") relating to such offering.

          In rendering the opinion expressed below, we have
examined the Prospectuses and such other documents as we have
deemed relevant and necessary, including, without limitation,
the Form of Amended and Restated Declaration of Trust, the
Indenture, the Form of Supplemental Indenture and the Form of
Preferred Securities Guarantee attached as Exhibits to the
Registration Statement.  Such opinion is conditioned, among
other things, upon the accuracy and completeness of the
facts, information and representations contained in the
Prospectuses as of the date hereof and the continuing
accuracy and completeness thereof as of the date of the
issuance of the Preferred Securities.  We have assumed that
the transactions contemplated by the Prospectuses and such
other documents will occur as provided therein and that there
will be no material change to the Prospectuses or any of such
other documents between the date hereof and the date of the
issuance of the Preferred Securities.

          Based upon and subject to the foregoing, we are of
the opinion that the discussion set forth in the Prospectus
Supplement under the caption "UNITED STATES FEDERAL INCOME
TAXATION" is a fair and accurate summary of the matters
addressed therein, based upon current law and the assumptions
stated or referred to therein.

          We assume no obligation to update or supplement
this letter to reflect any facts or circumstances which may
hereafter come to our attention with respect to the opinion
expressed above, including any changes in applicable law
which may hereafter occur.

          We hereby consent to the filing of this letter as
an Exhibit to the Registration Statement and to all
references to our Firm included in or made a part of the
Registration Statement.

                              Very truly yours,

                              /s/ Sidley & Austin