EXHIBIT 4-a
                                                                 
                                                                 
                                                           PAGE 1
                                                                 
                                
                        STATE OF DELAWARE
                OFFICE OF THE SECRETARY OF STATE
                                
                          ____________
                                
     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF BUSINESS TRUST REGISTRATION OF "KCPL
FINANCING I", FILED IN THIS OFFICE ON THE ELEVENTH DAY OF
DECEMBER, A.D. 1996, AT 12:20 O'CLOCK P.M.

[SEAL]                        /S/EDWARD J. FREEL
                              EDWARD J. FREEL, SECRETARY OF STATE


2693200  8100                 AUTHENTICATION:     8233438
960362851                     DATE:               12-11-96

                      CERTIFICATE OF TRUST
                               OF
                        KCPL FINANCING I
                                
          THIS CERTIFICATE OF TRUST of KCPL Financing I (the
"Trust"), dated as of December 10, 1996, is being duly executed
and filed by the undersigned, as trustees, to create a business
trust under the Delaware Business Trust Act (12 Del. C. Section
3801, et seq.).

          1.   Name.  The name of the business trust being
created hereby is KCPL Financing I.

          2.   Delaware Trustee.  The name and business address
of the trustee of the Trust with a principal place of business in
the State of Delaware are First Chicago Delaware Inc., 300 King
Street, Wilmington, Delaware  19801.

          3.   Effective Date.  This Certificate of Trust shall
be effective as of its filing.

          IN WITNESS WHEREOF, the undersigned, being the only
trustees of the Trust, have executed this Certificate of Trust as
of the date first above written.

FIRST CHICAGO DELAWARE INC.,       ANDREA F. BIELSKER
not in its individual capacity     not in her individual capacity
but solely as Trustee              but solely as Trustee

By:  /s/Steven M. Wagner           By:  /s/Andrea F. Bielsker
     Steven M. Wagner
     Vice President


THE FIRST NATIONAL BANK OF
CHICAGO, not in its individual
capacity but solely as Trustee

By:  /s/ John R. Prendiville
     John R. Prendiville
     Vice President