Exhibit 10.1


                               FIRST AMENDMENT TO
                             WESTERN RESOURCES, INC.
                 1996 LONG TERM INCENTIVE AND SHARE AWARD PLAN

     The Western Resources, Inc. 1996 Long Term Incentive and Share Award
Plan is hereby amended in the following respects:

      1.   Subsection (a) of Section 4 is amended to read in its
           entirety as follows:

           "(a) Subject to adjustment as provided in Section 4(c)
           hereof, the total number of Shares reserved for issuance
           in connection with Awards and Director's Shares under
           the Plan shall be 5,000,000.  No Award or Director's
           Shares may be granted if the number of Shares to which
           such Award or Director's Share relates, when added to
           the number of Shares previously issued under the Plan,
           exceeds the number of Shares reserved under preceding
           sentence.  If any Awards or Director's Shares are
           forfeited, canceled, terminated, exchanged or surrendered
           or such Award or Director's Shares is settled in cash or
           otherwise terminates without a distribution of Shares to
           the Participant, any Shares counted against the number of
           Shares reserved and available under the Plan with respect
           to such Award or Director's Shares shall, to the extent
           of any such forfeiture, settlement, termination,
           cancellation, exchange or surrender, again be available
           for Awards or Director's Shares under the Plan.  Upon the
           exercise of any Award granted in tandem with any other
           Awards, such related Awards shall be canceled to the
           extent of the number of Shares as to which the Award is
           exercised.  Subject to adjustment as provided in Section
           4(c) hereof, the maximum number of Shares with respect to
           which Options or SARs may be granted during a calendar
           year to any Eligible Employee under this Plan shall be
           350,000 Shares or with respect to Performance Shares,
           Performance Units, Restricted Shares and Restricted Share
           Units intended to qualify as performance-based
           compensation within the meaning of Section 162(m)(4)(C)
           of the Code, the equivalent of 60,000 shares during a
           calendar year to any Eligible Employee."

      2.   Subsection (d)(i) of Section 5 is amended by adding the following
sentence at the end thereof:

           "If the lapse of restrictions is conditioned on the
           achievement of performance criteria, the Committee shall
           select the criterion or criteria from the list of criteria
           set forth in Section 5(f)(i)."

      3.   Subsection (e)(i) of Section 5 is amended by adding the following
sentence at the end thereof:

           "If the lapse of restrictions is conditioned on the
           achievement of performance criteria, the Committee shall
           select the criterion or criteria from the list of
           criteria set forth in Section 5(f)(i)."

      4.   Subsection (f)(i) of Section 5 is amended to read in its entirety
as follows:

           "(i) Performance Period and Criteria.  The Committee shall
           determine a performance period (the "Performance Period")
           of one or more years and shall determine the performance
           objective for grants of Performance Shares and Performance
           Units.  Performance objectives may very from Eligible
           Employee to Eligible Employee and shall be based upon such
           one or more of the following performance criteria as the
           Committee may deem appropriate: total shareholder return,
           earnings per share, operating income, net income, pro
           forma net income, return on shareholders' equity, return
           on designated assets, shareholder value added, revenues,
           capital gains, expenses, operating profit margin,
           operating cash flow, net profit margin, and achievement
           of operational strategies in terms of control of accidents,
           lost time and customer satisfaction.  The performance
           objectives may be determined by reference to the
           performance of the Company, or of a subsidiary or
           Affiliate, or of a division or unit of any of the
           foregoing.  Performance Periods may overlap and Eligible
           Employees may participate simultaneously with respect to
           Performance Shares and Performance Units for which
           different Performance Periods are prescribed."

Approved at Annual Meeting of Shareholders Held on June 30, 1999.