PROXY
                 PROXY FOR ANNUAL MEETING OF STOCKHOLDERS OF
                      THE EMPIRE DISTRICT ELECTRIC COMPANY

   KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  hereby constitutes and
appoints R.L. LAMB,  V.E. BRILL and G.C.  HUNTER,  or any of them, with power of
substitution,  as  attorneys  and  proxies  to appear and vote all the shares of
Common Stock  standing in the name of the  undersigned,  with all the powers the
undersigned  would  possess if  personally  present,  at the  Annual  Meeting of
Stockholders of The Empire District  Electric  Company to be held at the John Q.
Hammons Convention Center,  3615 South Range Line, in the City of Joplin,  State
of Missouri,  on Wednesday the 26th day of April,  1995,  at 10:30 A.M.,  Joplin
time, and at any and all adjournments and postponements  thereof,  in the manner
indicated on the reverse hereof.

                        
The Board of Directors recommends a vote FOR items (1) and (2).

   (1) The election of directors
       FOR the election of Directors in  accordance  with the  provisions of the
       accompanying proxy statement (except as marked to the contrary below) [ ]

       WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
       (Instruction:  You may  withhold  authority  to vote  for any  individual
       nominee by striking a line through the  nominee's  name below:)  Class II
       (to serve until the 1998 Annual  Meeting):  V.E. Brill,  R.C. Hartley and
       F.E. Jeffries.

   (2) Approval of the Company's 1996 Stock Incentive Plan.

                     [ ] For     [ ] Against    [ ] Abstain

   (3) Upon any other matter which may properly come before the meeting in their
       discretion.

   Every properly signed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be voted FOR items (1) and (2).

   The undersigned hereby  acknowledges  receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement  annexed thereto and of the Company's Annual
Report for 1994.

                                    Dated: ______________________________ , 1995

                                    ____________________________________________

                                    ____________________________________________
 
                                    Signature(s)  of  Stockholder   Signature(s)
                                    should  be the same as name or  names  shown
                                    hereon. Executors, administrators, trustees,
                                    etc., should so indicate when signing.


  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY