SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------

FORM 10-Q/A

(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
-----
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000
-----------------------------------------------

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----
EXCHANGE ACT OF 1934

For the transition period from to
------------------ --------------------

Commission File Number 1-3523
------

WESTERN RESOURCES, INC.
------------------------
(Exact Name of Registrant as Specified in Its Charter)

KANSAS 48-0290150
- ------------------------------- --------------------
(State or Other Jurisdiction of (Employer
Incorporation or Organization) Identification No.)

818 KANSAS AVENUE, TOPEKA, KANSAS 66612
- ---------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number Including Area Code (785) 575-6300
--------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
--- ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at May 10, 2000
- ----------------------------- --------------------------------
Common Stock, $5.00 par value 68,646,867

WESTERN RESOURCES, INC.
INDEX
Page No.
--------
Part I. Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets 4

Consolidated Statements of Income 5

Consolidated Statements of Comprehensive Income 6

Consolidated Statements of Cash Flows 7

Consolidated Statements of Shareholders' Equity 8

Notes to Consolidated Financial Statements 9

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 17

Item 3. Quantitative and Qualitative Disclosures About
Market Risk 28

Part II. Other Information

Item 1. Legal Proceedings 29

Item 2. Changes in Securities and Use of Proceeds 29

Item 3. Defaults Upon Senior Securities 29

Item 4. Submission of Matters to a Vote of Security Holders 29

Item 5. Other Information 30

Item 6. Exhibits and Reports on Form 8-K 30

Signatures 31

WESTERN RESOURCES, INC.

FORWARD-LOOKING STATEMENTS

Certain matters discussed here and elsewhere in this Form 10-Q/A are
"forward-looking statements." The Private Securities Litigation Reform Act of
1995 has established that these statements qualify for safe harbors from
liability. Forward-looking statements may include words like we "believe,"
"anticipate," "expect" or words of similar meaning. Forward-looking statements
describe our future plans, objectives, expectations, or goals. Such statements
address future events and conditions concerning capital expenditures, earnings,
litigation, rate and other regulatory matters, possible corporate
restructurings, mergers, acquisitions, dispositions, liquidity and capital
resources, compliance with debt covenants, interest and dividends, the impact of
Protection One's financial condition on our consolidated results, environmental
matters, changing weather, nuclear operations, ability to enter new markets
successfully and capitalize on growth opportunities in non-regulated businesses,
events in foreign markets in which investments have been made, accounting
matters, and the overall economy of our service area. What happens in each case
could vary materially from what we expect because of such things as electric
utility deregulation, including ongoing municipal, state and federal activities,
such as the Wichita municipalization proceedings; future economic conditions;
legislative and regulatory developments; our regulatory and competitive markets;
and other circumstances affecting anticipated operations, sales and costs.

RESTATEMENT AND ACCOUNTING CHANGE

Following extensive conversations between Protection One and the Staff of
the SEC which have been previously disclosed, we have restated our Consolidated
Financial Statements as of December 31, 1999, 1998 and 1997 and for the years
then ended and for each of the periods ended March 31, June 30, and September
30, 2000, to reflect restatements undertaken by Protection One. These
restatements primarily relate to the amortization of customer accounts acquired
and amounts allocated to obligations assumed in the Westinghouse Security
Systems (WSS) acquisition.

In addition to the restatement, we have adopted Staff Accounting Bulletin
(SAB) 101 in the fourth quarter of 2000, effective January 1, 2000. This change
in accounting principle is unrelated to the restatement. A description of the
adjustments which comprise the restatement and the impact of the change in
accounting principle are disclosed in Note 2 of the Consolidated Financial
Statements filed with this Form 10-Q/A.

For the purpose of this Form 10-Q/A, we have amended and restated in its
entirety the Form 10-Q for the three months ended March 31, 2000 filed on May
11, 2000. In order to preserve the nature and the character of the disclosures
as of May 11, 2000, the date on which the original Form 10-Q for the period
ended March 31, 2000, was signed, no attempt has been made in this Form 10-Q/A
to modify or update such disclosures except as required to reflect the results
of the restatement and the adoption of SAB 101.

WESTERN RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)

March 31, December 31,
2000 1999
----------- ------------
(Restated)
-----------------------------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 1,690 $ 12,444
Restricted cash . . . . . . . . . . . . . . . . . . . . . 17,732 14,558
Accounts receivable (net) . . . . . . . . . . . . . . . . 198,012 229,200
Inventories and supplies (net). . . . . . . . . . . . . . 112,141 112,392
Marketable securities . . . . . . . . . . . . . . . . . . 29,137 177,128
Prepaid expenses and other. . . . . . . . . . . . . . . . 85,479 57,246
---------- ----------
Total Current Assets. . . . . . . . . . . . . . . . . . 444,191 602,968
---------- ----------

PROPERTY, PLANT AND EQUIPMENT (NET) . . . . . . . . . . . . 3,912,176 3,889,444
---------- ----------

OTHER ASSETS:
Investment in ONEOK . . . . . . . . . . . . . . . . . . . 589,288 590,109
Customer accounts (net) . . . . . . . . . . . . . . . . . 1,098,411 1,131,932
Goodwill (net). . . . . . . . . . . . . . . . . . . . . . 1,044,472 1,057,041
Regulatory assets . . . . . . . . . . . . . . . . . . . . 363,723 366,004
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 357,782 352,394
---------- ----------
Total Other Assets. . . . . . . . . . . . . . . . . . . 3,453,676 3,497,480
---------- ----------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . $7,810,043 $7,989,892
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt. . . . . . . . . . . $ 47,848 $ 111,667
Short-term debt . . . . . . . . . . . . . . . . . . . . . 643,911 705,421
Accounts payable. . . . . . . . . . . . . . . . . . . . . 136,398 132,834
Accrued liabilities . . . . . . . . . . . . . . . . . . . 221,548 226,786
Accrued income taxes. . . . . . . . . . . . . . . . . . . 50,341 40,328
Deferred security revenues. . . . . . . . . . . . . . . . 73,270 61,148
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 84,938 73,011
---------- ----------
Total Current Liabilities . . . . . . . . . . . . . . . 1,258,254 1,351,195
---------- ----------

LONG-TERM LIABILITIES:
Long-term debt (net). . . . . . . . . . . . . . . . . . . 2,807,074 2,883,066
Western Resources obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely company subordinated debentures. . . . . . . . . 220,000 220,000
Deferred income taxes and investment tax credits. . . . . 991,721 976,135
Minority interests. . . . . . . . . . . . . . . . . . . . 197,016 192,734
Deferred gain from sale-leaseback . . . . . . . . . . . . 195,165 198,123
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 258,825 279,451
---------- ----------
Total Long-term Liabilities . . . . . . . . . . . . . . 4,669,801 4,749,509
---------- ----------

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Cumulative preferred stock. . . . . . . . . . . . . . . . 24,858 24,858
Common stock, par value $5 per share, authorized
150,000,000 shares, outstanding 68,084,715 and
67,401,657 shares, respectively. . . . . . . . . . . . . 344,568 341,508
Paid-in capital . . . . . . . . . . . . . . . . . . . . . 823,645 820,945
Retained earnings . . . . . . . . . . . . . . . . . . . . 696,479 679,880
Accumulated other comprehensive income (net). . . . . . . 6,811 37,788
Treasury stock, at cost, 828,918 and 900,000 shares,
respectively . . . . . . . . . . . . . . . . . . . . . . (14,373) (15,791)
---------- ----------
Total Shareholders' Equity. . . . . . . . . . . . . . . 1,881,988 1,889,188
---------- ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . . . $7,810,043 $7,989,892
========== ==========

The Notes to Consolidated Financial Statements are an integral part of these
statements.

WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)

Three Months Ended
March 31,
-------------------------
2000 1999
---------- ----------
(Restated)
-------------------------

SALES:

Energy. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 334,829 $ 312,035
Security. . . . . . . . . . . . . . . . . . . . . . . . . . 146,870 148,547
---------- ----------
Total Sales . . . . . . . . . . . . . . . . . . . . . . . 481,699 460,582
---------- ----------

COST OF SALES:
Energy. . . . . . . . . . . . . . . . . . . . . . . . . . . 127,625 106,653
Security. . . . . . . . . . . . . . . . . . . . . . . . . . 47,314 41,274
---------- ----------
Total Cost of Sales . . . . . . . . . . . . . . . . . . . 174,939 147,927
---------- ----------

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . . . . . 306,760 312,655
---------- ----------

OPERATING EXPENSES:
Operating and maintenance expense . . . . . . . . . . . . . 86,208 79,082
Depreciation and amortization . . . . . . . . . . . . . . . 107,780 85,166
Selling, general and administrative expense . . . . . . . . 84,915 71,868
---------- ----------
Total Operating Expenses. . . . . . . . . . . . . . . . . 278,903 236,116
---------- ----------

INCOME FROM OPERATIONS. . . . . . . . . . . . . . . . . . . . 27,857 76,539
---------- ----------

OTHER INCOME (EXPENSE):
Investment earnings . . . . . . . . . . . . . . . . . . . . 118,069 22,890
Minority interests. . . . . . . . . . . . . . . . . . . . . (383) 840
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 515 (418)
---------- ----------
Total Other Income (Expense). . . . . . . . . . . . . . 118,201 23,312
---------- ----------

EARNINGS BEFORE INTEREST AND TAXES. . . . . . . . . . . . . . 146,058 99,851
---------- ----------

INTEREST EXPENSE:
Interest expense on long-term debt. . . . . . . . . . . . . 51,442 59,151
Interest expense on short-term debt and other . . . . . . . 18,584 11,649
---------- ----------
Total Interest Expense. . . . . . . . . . . . . . . . . 70,026 70,800
---------- ----------

EARNINGS BEFORE INCOME TAXES. . . . . . . . . . . . . . . . . 76,032 29,051

INCOME TAXES. . . . . . . . . . . . . . . . . . . . . . . . . 36,231 9,071
---------- ----------

NET INCOME BEFORE EXTRAORDINARY GAIN AND ACCOUNTING CHANGE. . 39,801 19,980

EXTRAORDINARY GAIN, NET OF TAX. . . . . . . . . . . . . . . . 18,492 -

CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX. . . . . . (3,810) -
---------- ----------

NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . 54,483 19,980

PREFERRED AND PREFERENCE DIVIDENDS. . . . . . . . . . . . . . 282 282
---------- ----------

EARNINGS AVAILABLE FOR COMMON STOCK . . . . . . . . . . . . . $ 54,201 $ 19,698
========== ==========
AVERAGE COMMON SHARES OUTSTANDING . . . . . . . . . . . . . . 67,734,125 66,089,199

BASIC EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING:
Earnings available for common stock before
extraordinary gain and accounting change. . . . . . . . . $ 0.58 $ 0.30
Extraordinary gain. . . . . . . . . . . . . . . . . . . . . 0.28 -
Cumulative effect of accounting change. . . . . . . . . . . (0.06) -
---------- ----------
EARNINGS AVAILABLE FOR COMMON STOCK . . . . . . . . . . . . . $ 0.80 $ 0.30
========== ==========

DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . . . . . . $ .535 $ .535

The Notes to Consolidated Financial Statements are an integral part of these
statements.

WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Thousands)
(Unaudited)

Three Months Ended
March 31,
---------------------
2000 1999
-------- --------
(Restated)
---------------------

NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . $54,483 $19,980
------- -------

OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
Unrealized holding gains/(losses) on marketable
securities arising during the period. . . . . . . . . . 46,217 (21,382)
Less: Reclassification adjustment for gains

included in net income. . . . . . . . . . . . . . . . . (98,260) -
------- -------
Unrealized loss on marketable securities (net). . . . . . (52,043) (21,382)
Unrealized gain/(loss) on currency translation . . . . . 714 (1,102)
------- -------
Other comprehensive loss, before tax. . . . . . . . . . (51,329) (22,484)
------- -------

INCOME TAX (BENEFIT) EXPENSE. . . . . . . . . . . . . . . . 20,352 (9,013)
------- -------

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX . . . . . . . (30,977) (13,471)
------- -------

COMPREHENSIVE INCOME. . . . . . . . . . . . . . . . . . . . $23,506 $ 6,509
======= =======

The Notes to Consolidated Financial Statements are an integral part of these
statements.

WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

Three Months Ended
March 31,
--------------------------
2000 1999
----------- -----------
(Restated)
--------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . $ 54,483 $ 19,980
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary gain. . . . . . . . . . . . . . . . . . . . (18,492) -
Cumulative effect of accounting change. . . . . . . . . . 3,810 -
Depreciation and amortization . . . . . . . . . . . . . . 107,780 85,166
Amortization of gain on sale-leaseback. . . . . . . . . . (2,958) (2,958)
Equity in earnings from investments . . . . . . . . . . . (4,068) (5,644)
Gain on sale of marketable securities . . . . . . . . . . (98,260) -
Minority interests . . . . . . . . . . . . . . . . . . . 383 (840)
Accretion of discount note interest . . . . . . . . . . . (5,085) (1,659)
Changes in working capital items:
Accounts receivable (net) . . . . . . . . . . . . . . . 32,537 28,069
Inventories and supplies. . . . . . . . . . . . . . . . 251 (8,379)
Prepaid expenses and other. . . . . . . . . . . . . . . (29,582) 9,088
Accounts payable. . . . . . . . . . . . . . . . . . . . 3,564 (41,308)
Accrued liabilities . . . . . . . . . . . . . . . . . . (5,238) (22,691)
Accrued income taxes. . . . . . . . . . . . . . . . . . 10,013 12,907
Deferred revenue. . . . . . . . . . . . . . . . . . . . (508) 3,691
Other . . . . . . . . . . . . . . . . . . . . . . . . . (1,229) (2,195)
Changes in other assets and liabilities . . . . . . . . . 20,044 (14,883)
----------- -----------
Net cash flows from operating activities. . . . . . . 67,445 58,344
----------- -----------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Additions to property, plant and equipment (net). . . . . (64,486) (41,571)
Customer account acquisitions . . . . . . . . . . . . . . (13,180) (78,601)
Security alarm monitoring acquisitions, net of cash
acquired . . . . . . . . . . . . . . . . . . . . . . . - (20,722)
Purchases of marketable securities. . . . . . . . . . . . - (10,464)
Proceeds from sale of marketable securities . . . . . . . 194,149 2,887
Other investments (net) . . . . . . . . . . . . . . . . . 4,918 (7,264)
----------- -----------
Net cash flows from (used in) investing activities. . 121,401 (155,735)
----------- -----------

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:
Short-term debt (net) . . . . . . . . . . . . . . . . . . (61,510) 55,653
Proceeds of long-term debt. . . . . . . . . . . . . . . . 6,087 81,583
Retirements of long-term debt . . . . . . . . . . . . . . (113,471) -
Issuance of common stock issued (net) . . . . . . . . . . 5,760 5,692
Cash dividends paid . . . . . . . . . . . . . . . . . . . (36,673) (35,659)
Reissuance of treasury stock. . . . . . . . . . . . . . . 9,394 -
Acquisition of treasury stock . . . . . . . . . . . . . . (9,187) -
----------- -----------
Net cash flows (used in) from financing activities. . (199,600) 107,269
----------- -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS. . . . (10,754) 9,878

CASH AND CASH EQUIVALENTS:

Beginning of the period . . . . . . . . . . . . . . . . . 12,444 16,394
----------- -----------
End of the period . . . . . . . . . . . . . . . . . . . . $ 1,690 $ 26,272
=========== ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest on financing activities (net of amount
capitalized . . . . . . . . . . . . . . . . . . . . . . $ 95,068 $ 78,882
Income taxes. . . . . . . . . . . . . . . . . . . . . . . 72 256

The Notes to Consolidated Financial Statements are an integral part of these
statements.

WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in Thousands)
(Unaudited)

Three Months Ended
March 31,
------------------------
2000 1999
---------- ----------
(Restated)
------------------------

CUMULATIVE PREFERRED STOCK:
Par value $100 per share, authorized
600,000 shares, outstanding -
4 1/2% Series, 138,576 shares. . . . . . . . $ 13,858 $ 13,858
4 1/4% Series, 60,000 shares . . . . . . . . 6,000 6,000
5% Series, 50,000 shares . . . . . . . . . . 5,000 5,000
---------- ----------
Beginning balance. . . . . . . . . . . . . . . 24,858 24,858
Redemption of preference stock . . . . . . . . - -
---------- ----------
Ending balance . . . . . . . . . . . . . . . . 24,858 24,858
---------- ----------

COMMON STOCK:
Beginning balance. . . . . . . . . . . . . . . 341,508 329,548
Issuance of common stock . . . . . . . . . . . 3,060 1,220
---------- ----------
Ending balance . . . . . . . . . . . . . . . . 344,568 330,768
---------- ----------

PAID-IN-CAPITAL:
Beginning balance. . . . . . . . . . . . . . . 820,945 775,337
Issuance on common stock . . . . . . . . . . . 2,700 4,472
---------- ----------
Ending balance . . . . . . . . . . . . . . . . 823,645 779,809
---------- ----------

RETAINED EARNINGS:
Beginning balance. . . . . . . . . . . . . . . 679,880 810,617
Net income . . . . . . . . . . . . . . . . . . 54,483 19,980
Dividends on preferred and
preference stock . . . . . . . . . . . . . . (282) (282)
Dividends on common stock. . . . . . . . . . . (36,391) (35,377)
Issuance of treasury stock . . . . . . . . . . (1,211) -
---------- ----------
Ending balance . . . . . . . . . . . . . . . . 696,479 794,938
---------- ----------

ACCUMULATED OTHER COMPREHENSIVE INCOME (NET):
Beginning balance. . . . . . . . . . . . . . . 37,788 9,508
Unrealized loss on
equity securities. . . . . . . . . . . . . . (52,043) (21,382)
Unrealized gain (loss) on
currency translation . . . . . . . . . . . . 714 (1,102)
Income tax benefit . . . . . . . . . . . . . . 20,352 9,013
---------- ----------
Ending balance . . . . . . . . . . . . . . . . 6,811 (3,963)
---------- ----------

TREASURY STOCK:
Beginning balance. . . . . . . . . . . . . . . (15,791) -
Issuance of treasury stock . . . . . . . . . . 10,605 -
Purchase of treasury stock . . . . . . . . . . (9,187) -
---------- ----------
Ending balance . . . . . . . . . . . . . . . . (14,373) -
---------- ----------

TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . $1,881,988 $1,926,410
========== ==========

The Notes to Consolidated Financial Statements are an integral part of these
statements.

WESTERN RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: Western Resources, Inc. (the company) is a
publicly-traded, consumer services company. The company's primary business
activities are providing electric generation, transmission and distribution
services to approximately 634,000 customers in Kansas and providing monitored
services to approximately 1.6 million customers in North America, the United
Kingdom and continental Europe. Rate regulated electric service is provided by
KPL, a division of the company, and Kansas Gas and Electric Company (KGE), a
wholly-owned subsidiary. Monitored services in North America are provided by
Protection One, Inc. (Protection One), a publicly-traded, approximately 85%-
owned subsidiary. Monitored services in the United Kingdom and continental
Europe are provided by Protection One International, Inc. and Protection One UK,
Plc. (collectively referred to as Protection One Europe), see also Note 4. In
addition, through the company's 45% ownership interest in ONEOK, Inc. (ONEOK),
natural gas transmission and distribution services are provided to approximately
1.4 million customers in Oklahoma and Kansas. The company's investments in
Protection One, Protection One Europe and ONEOK are owned by Westar Capital,
Inc. (Westar Capital), a wholly-owned subsidiary.

Principles of Consolidation: The company's unaudited consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and in
accordance with the instructions to Form 10-Q. Accordingly, certain information
and footnote disclosures normally included in financial statements presented in
accordance with GAAP have been condensed or omitted. These consolidated
financial statements and notes should be read in conjunction with the
Consolidated Financial Statements and the notes included in the company's 1999
Annual Report on Form 10-K/A-2.

In management's opinion, all adjustments, consisting only of normal
recurring adjustments considered necessary for a fair presentation of the
financial statements, have been included. The results of operations for the
three months ended March 31, 2000, are not necessarily indicative of the results
to be expected for the full year.

New Pronouncements: In June 1998, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS
133, as amended, is effective for fiscal years beginning after June 15, 2000.
SFAS 133 cannot be applied retroactively. The company is currently evaluating
commodity contracts and financial instruments to determine what, if any, effect
adopting SFAS 133 might have on its financial statements. The company has not
yet quantified all effects of adopting SFAS 133 on its financial statements;
however, SFAS 133 could increase volatility in earnings and other comprehensive
income. The company plans to adopt SFAS 133 as of January 1, 2001.

Goodwill: Goodwill represents the excess of the purchase price over the
fair value of net assets acquired. Protection One has historically amortized
goodwill on a straight-line basis over 40 years. Protection One re-evaluated the
original assumptions and rationale utilized in the establishment of the
estimated useful life of goodwill. Protection One

concluded that due to continued losses and increased levels of attrition
experienced in 1999, the estimated useful life of goodwill should be reduced
from 40 years to 20 years. As of January 1, 2000, the remaining goodwill, net of
accumulated amortization, is being amortized over its remaining useful life
based on a 20-year life. Protection One Europe made a similar change. Based on
Protection One's and Protection One Europe's existing account bases at January
1, 2000, the company anticipates that this will result in an increase in
aggregate annual goodwill amortization of approximately $32.6 million
prospectively for Protection One and Protection One Europe.

Restricted Cash: The company's restricted cash consists primarily of
cash held in escrow pursuant to certain letters of credit and one of Protection
One's 1998 acquisitions.

Reclassifications: Certain amounts in prior years have been
reclassified to conform with classifications used in the current year
presentation.

2. RESTATEMENT OF FINANCIAL STATEMENTS

Restatement Adjustments: Following extensive conversations between
Protection One and the staff of the SEC, which have previously been disclosed,
the company has restated its Consolidated Financial Statements as of December
31, 1999, 1998 and 1997 and for the years then ended to reflect restatements
undertaken by Protection One. The company has also restated its interim
financial statements included in this Form 10-Q/A. These restatements primarily
relate to the amortization of customer accounts acquired and amounts allocated
to obligations assumed in the Westinghouse Security Systems (WSS) acquisition. A
description of the principal adjustments which comprise the restatement are as
follows:

The first adjustment reflects a change in the historical amortization
expense recorded for customer accounts acquired in the WSS acquisition. The life
of the acquired WSS customers was initially estimated at ten years. Straight-
line amortization had originally been implemented. With the restatement an
eight-year estimated life and an accelerated amortization method will be used
for customers acquired from the WSS acquisition as of the acquisition date.

The second adjustment reverses a special charge of $12.75 million for
excess customer attrition that was recorded in the fourth quarter of 1997. This
charge had been recorded for attrition experienced in the WSS customer account
base in 1997.

The third adjustment reduces a repurchase obligation (SAMCO contract
financing) to more closely match the estimated fair value of the obligation to
the estimated fair value of WSS customer accounts on a per account basis. This
change in valuation has the effect of reducing the obligation and goodwill and
eliminating $14.8 million of a non-recurring $16.3 million pre-tax gain that was
reported in 1998 when this obligation was repaid.

The fourth adjustment reduces goodwill as a result of a purchase price
adjustment related to the WSS acquisition. Goodwill has been reduced by the
amount of the claim of $33.8 million. A receivable had not originally been
recorded for this claim. The change was made to establish this receivable which
reduces recorded goodwill. The company entered into a comprehensive settlement
agreement with Westinghouse in November 2000 and received $37.5 million.

Accounting Change: The company adopted Staff Accounting Bulletin (SAB)
101 in the fourth quarter of 2000. The impact of this accounting change requires
the company to defer certain installation revenues and expenses incurred by
Protection One Europe. Deferral of these revenues and costs has been made when
installation revenues have been received and on-going security service is
provided. The deferred revenues will be amortized over the estimated life of
customer accounts. Prior to the adoption of SAB 101, installation revenues and
related expenses were recognized upon completion of the installation.

The cumulative impact of changing this accounting principle for
activity through January 1, 2000, is approximately $3.8 million (net of tax) and
has been recorded in the first quarter of 2000 as a cumulative effect of change
in accounting principle.

The current year impact of SAB 101 for the quarters ended March 31,
June 30, and September 30, 2000, is a reduction to net income of $0.7 million,
$0.9 million, and $0.9 million, respectively, and an increase to deferred
revenue of approximately $2.1 million, $2.3 million, and $2.0 million,
respectively. The adjustment for this change in accounting method is unrelated
to the other restatement adjustments described above and results solely from the
requirements of SAB 101.

A summary of the significant effects of these items has been reflected
in the appropriate quarterly results as follows:

As Previously Reported Restatement Adjustments Accounting Change As Restated
---------------------- ----------------------- ------------------ ------------------
Per Share Per Share Per Share Per Share
Amount Amounts Amount Amounts Amount Amounts Amount Amounts
------ ------- ------ ------- ------ ------- ------ -------
(Dollars in thousands, except for per share amounts)
Net income before extraordinary gain
- ------------------------------------
and accounting change
---------------------

For the three months ended:
March 31, 2000. . . . . . . . . $ 41,324 $ 0.61 $ (775) $ (0.01) $ (748) $ (0.01) $ 39,801 $ 0.59
March 31, 1999. . . . . . . . . 20,747 0.31 (767) (0.01) - - 19,980 0.30

Earnings available for common stock
- -----------------------------------
For the three months ended:
March 31, 2000. . . . . . . . . $ 59,534 $ 0.88 $ (775) $ (0.01) $(4,558) $ (0.07) $ 54,201 $ 0.80
March 31, 1999. . . . . . . . . 20,465 0.31 (767) (0.01) - - 19,698 0.30

Prior to the restatement, during the third quarter of 1999 Protection
One changed its amortization method for its customer account intangible asset
from a straight-line to an accelerated method to more closely match future
amortization cost with the estimated revenue stream from these assets. The
effect of the change in accounting principle increased amortization expense
reported in the third quarter of 1999 by $47 million. The change in the WSS
customer account amortization method restates the results of 1997, 1998 and 1999
and thereby reduces the cumulative charge recorded in the third quarter of 1999.

See the company's Form 10-Q/A for the period ended September 30, 2000,
for a more detailed break-down of the restatement items for the interim periods
restated in 2000.

3. CORPORATE RESTRUCTURING

On March 28, 2000, the company's board of directors approved the
separation of its electric and non-electric utility businesses. The separation
is currently expected to be effected through an offer to be made to shareholders
prior to year end 2000. The offer will be described in materials furnished to
Western Resources' shareholders. The impact on the

company's financial position and operating results cannot be determined until
the final details of the offer are determined. The company's goal is to complete
the separation in the fourth quarter of 2000, but no assurance can be given that
the separation will be completed by that time or at all.

4. PROTECTION ONE EUROPEAN OPERATIONS

On February 29, 2000, Westar Capital purchased the continental European
and United Kingdom operations of Protection One, and certain investments held by
a subsidiary of Protection One, for an aggregate purchase price of $244 million.
The consideration given included cash and certain Protection One debt
securities. The basis of the net assets sold did not change and no gain or loss
was recorded for this related party transaction. Terms of the agreement were
approved by the independent directors of the boards of directors of Protection
One and Protection One Alarm Monitoring, Inc. upon the recommendation of a
special committee of the Protection One board of directors. The special
committee obtained a fairness opinion from an investment banker with regard to
this transaction. See also Note 7 for further discussion of the debt securities
that were transferred as a result of this transaction.

5. DIVIDEND POLICY

The company's board of directors reviews the company's dividend policy
from time to time. Among the factors the board of directors considers in
determining the company's dividend policy are earnings, cash flows,
capitalization ratios, competition and regulatory conditions. In January 2000,
the company's board of directors declared a first-quarter 2000 dividend of 53
1/2 cents per share that was paid on April 3, 2000. In March 2000, the company
announced a new dividend policy in conjunction with the announcement of the
separation of the company's electric and non-electric utility businesses. The
new dividend policy will result in quarterly dividends of $0.30 per share, or
$1.20 per share on an annual basis, to be effective with the anticipated
declaration of the July 2000 dividend. The company believes the new dividend
policy would be reconsidered if the separation, discussed in Note 3, were
materially delayed or modified.

6. MARKETABLE SECURITIES

During the first quarter of 2000, the company sold a significant
portion of an equity investment in a gas compression company and realized a
pre-tax gain of $73.7 million. The company also sold other securities during the
first quarter and realized a pre-tax gain of $24.5 million.

See also Note 4 to Consolidated Financial Statements in the company's
1999 Annual Report on Form 10-K/A-2 for discussion of the sale of marketable
securities in 1999.

7. GAIN ON EXTINGUISHMENT OF DEBT

In the first quarter of 2000, Westar Capital purchased $59.5 million
face value of Protection One bonds on the open market. A portion of these debt
securities was transferred to Protection One in connection with the purchase of
Protection One's European operations.

Protection One also purchased $6 million face value of its bonds on the open
market in the first quarter of 2000. An extraordinary gain of $18.5 million, net
of tax, was recognized on these retirements.

8. INCOME TAXES

The company's effective income tax for the three month period ended
March 31, 2000, was 47.7% compared to 31.2% for the three month period ended
March 31, 1999. The company estimates its effective tax rate to be 27.3% for the
fiscal year ending December 31, 2000, which is lower than the effective tax rate
for the quarter ended March 31, 2000. The effective tax rate for the first
quarter includes income tax expense on the sale of marketable securities at the
statutory rate.

In addition to the factors discussed above, the effective tax rate for
the quarter varied from the Federal statutory rate due to the tax benefit of
excluding 70% of the dividends received from ONEOK, the generation and
utilization of tax credits from Affordable Housing investments, the amortization
of prior years' investment tax credits, the amortization of non-deductible
goodwill, the flow-through of tax benefits from corporate-owned life insurance,
and the deduction for state income taxes.

9. RATE MATTERS AND REGULATION

KCC Proceedings: On March 16, 2000, the Kansas Industrial Consumers
(KIC), an organization of commercial and industrial users of electricity in
Kansas, filed a complaint with the Kansas Corporation Commission (KCC)
requesting an investigation of Western Resources' and KGE's rates. The KIC
alleges that these rates are not based on current costs. The company filed a
motion to dismiss the complaint on April 24, 2000. The company will continue to
oppose this request vigorously.

FERC Proceeding: In September 1999, the City of Wichita filed a
complaint with the Federal Energy Regulatory Commission (FERC) against the
company, alleging improper affiliate transactions between KPL and KGE. The City
of Wichita is asking that FERC equalize the generation costs between KPL and
KGE, in addition to other matters. FERC has issued an order setting this matter
for hearing and has referred the case to a settlement judge. The hearing has
been suspended pending settlement discussions between the parties. The company
believes that the City of Wichita's complaint is without merit and intends to
defend against it vigorously.

On April 28, 2000, Westar Generating II, Inc. (Westar Generating II), a
wholly-owned subsidiary of the company, filed an initial rate application with
the FERC regarding two 74 MW combustion turbine units currently being installed.
The rate filing, to be effective June 1, 2000, will allow Westar Generating II
to charge the company a monthly fee for the right to utilize the capacity of
these two units.

1O. LEGAL PROCEEDINGS

The Securities and Exchange Commission (SEC) commenced a private
investigation in 1997

relating to, among other things, the timeliness and adequacy of disclosure
filings with the SEC by the company with respect to securities of ADT Ltd. The
company is cooperating with the SEC staff in this investigation.

The company, its subsidiary Westar Capital, Protection One, its
subsidiary Protection One Alarm Monitoring, Inc. (Monitoring), and certain
present and former officers and directors of Protection One are defendants in a
purported class action litigation pending in the United States District Court
for the Central District of California, "Ronald Cats, et al., v. Protection One,
Inc., et. al.", No. CV 99-3755 DT (RCx). Pursuant to an Order dated August 2,
1999, four pending purported class actions were consolidated into a single
action. In March 2000, plaintiffs filed a Second Consolidated Amended Class
Action Complaint (the Amended Complaint). Plaintiffs purport to bring the action
on behalf of a class consisting of all purchasers of publicly traded securities
of Protection One, including common stock and notes, during the period of
February 10, 1998, through November 12, 1999. The Amended Complaint asserts
claims under Section 11 of the Securities Act of 1933 and Section 10(b) of the
Securities Exchange Act of 1934 against Protection One, Monitoring, and certain
present and former officers and directors of Protection One based on allegations
that various statements concerning Protection One's financial results and
operations for 1997 and 1998 were false and misleading and not in compliance
with Generally Accepted Accounting Principals. Plaintiffs allege, among other
things, that former employees of Protection One have reported that Protection
One lacked adequate internal accounting controls and that certain accounting
information was unsupported or manipulated by management in order to avoid
disclosure of accurate information. The Amended Complaint further asserts claims
against the company and Westar Capital as controlling persons under Sections 11
and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934. A claim is also asserted under Section 11 of
the Securities Act of 1933 against Protection One's auditor, Arthur Andersen
LLP. The Amended Complaint seeks an unspecified amount of compensatory damages
and an award of fees and expenses, including attorneys' fees. The company and
Protection One believe that all the claims asserted in the Amended Complaint are
without merit and intend to defend against them vigorously. The company and
Protection One cannot currently predict the impact of this litigation which
could be material.

The company and its subsidiaries are involved in various other legal,
environmental and regulatory proceedings. Management believes that adequate
provision has been made and accordingly believes that the ultimate disposition
of such matters will not have a material adverse effect upon the company's
overall financial position or results of operations. See also Note 9 for
discussion of regulatory proceedings.

11. COMMITMENTS AND CONTINGENCIES

Manufactured Gas Sites: The company has been associated with 15 former
manufactured gas sites located in Kansas which may contain coal tar and other
potentially harmful materials. The company and the Kansas Department of Health
and Environment (KDHE) entered into a consent agreement governing all future
work at the 15 sites. The terms of the consent agreement will allow the company
to investigate these sites and set remediation priorities based upon the results
of the investigations and risk analysis. At March 31, 2000, the costs incurred
for preliminary site investigation and risk assessment have been minimal. In
accordance with the terms of the strategic alliance with ONEOK, ownership of
twelve of these sites and the responsibility for clean-up of these sites were
transferred to ONEOK. The ONEOK agreement

limits the company's future liability associated with these sites to an
immaterial amount. The company's investment earnings from ONEOK, as recorded in
investment earnings on the accompanying Consolidated Income Statements, could be
impacted by these costs if insurance and rate allowances do not cover these
potential contingencies.

Split Dollar Life Insurance Program: Obligations under the company's
split dollar life insurance program can increase and decrease based on the
company's total return to shareholders and payments to plan participants. The
related liability decreased approximately $12.8 million for the three month
period ended March 31, 2000, as a result of payments under the plan.

Decommissioning: On September 1, 1999, Wolf Creek submitted the 1999
Decommissioning Cost Study to the KCC for approval. The KCC approved the 1999
Decommissioning Cost Study on April 26, 2000. Based on the study, the company's
share of Wolf Creek's decommissioning costs, under the immediate dismantlement
method, is estimated to be approximately $631 million during the period 2025
through 2034, or approximately $221 million in 1999 dollars. These costs were
calculated using an assumed inflation rate of 3.6% over the remaining service
life from 1999 of 26 years.

For additional information on Commitments and Contingencies, see Note
13 to Consolidated Financial Statements in the company's 1999 Annual Report on
Form 10-K/A-2.

12. SEGMENTS OF BUSINESS

The company has segmented its business based on differences in products
and services, production processes, and management responsibility. Based on this
approach, the company has identified four reportable segments: fossil
generation, nuclear generation, power delivery and monitored services.

Fossil generation, nuclear generation and power delivery represent the
three business segments that comprise the company's electric utility business.
Fossil generation produces power for sale internally to the power delivery
segment and to external wholesale customers within and outside the company's
historical marketing territory. Power marketing is a component of the company's
fossil generation segment which attempts to minimize market fluctuation risk,
enhance system reliability and improve efficiency of power plant operations.
Nuclear generation represents the company's 47% ownership in the Wolf Creek
nuclear generating facility. This segment does not have any external sales. The
power delivery segment consists of the transmission and distribution of power to
the company's retail customers in Kansas and the customer service provided to
these customers. Monitored services represents the company's security alarm
monitoring business in North America, the United Kingdom and continental Europe.
Other represents the company's non-utility operations and natural gas
investment.

The accounting policies of the segments are substantially the same as
those described in the summary of significant accounting policies in the
company's 1999 Annual Report on Form 10-K/A-2. The company evaluates segment
performance based on earnings before interest and taxes.

Three Months Ended March 31, 2000:

Eliminating/
Fossil Nuclear Power Monitored Reconciling
Generation Generation Delivery Services (1)Other Items Total
---------- ---------- --------- ---------- ---------- ----------- ----------
(Dollars in Thousands)
Restated Restated Restated
Note 2 Note 2 Note 2

External sales. . . $ 100,764 $ - $ 233,731 $ 146,870 $ 332 $ 2 $ 481,699
Allocated sales . . 128,392 29,480 67,370 - - (225,242) -
Earnings before
interest and taxes 45,352 (5,346) 12,457 (19,724) 116,377 (3,058) 146,058
Interest expense. . 70,026
Earnings before
income taxes . . . 76,032

Three Months Ended March 31, 1999:

Eliminating/
Fossil Nuclear Power Monitored Reconciling
Generation Generation Delivery Services Other Items Total
---------- ---------- ---------- --------- ---------- ----------- ----------
(Dollars in Thousands)
Restated Restated Restated
Note 2 Note 2 Note 2
External sales. . . $ 79,361 $ - $ 232,340 $ 148,547 $ 331 $ 3 $ 460,582
Allocated sales . . 125,662 29,218 69,380 - - (224,260) -
Earnings before
interest and taxes 47,225 (4,225) 15,631 16,146 27,953 (2,879) 99,851
Interest expense. . 70,800
Earnings before
income taxes . . . 29,051

(1) Earnings before interest and taxes includes investment earnings of $118.1
million which is primarily due to the sale of marketable securities as
discussed in Note 6.

13. SUBSEQUENT EVENTS

Retirement of Protection One Debt: Through May 9 of the second quarter
of 2000, Westar Capital purchased $45.1 million face value of Protection One
bonds in the open market. An extraordinary gain of $11.8 million, net of tax, is
expected to be recognized on this retirement.

Registration of Western Resources Debt: On April 28, 2000, the company
filed a shelf registration statement with the SEC to register $500 million of
first mortgage bonds. The registration statement became effective May 8, 2000.
The proceeds of the sale of the securities, if and when issued, are expected to
be used to pay off short-term indebtedness.

Marketable Securities: During the second quarter of 2000, the company
sold the remaining portion of an equity investment in a gas compression company
and realized a gain of $17.4 million.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

INTRODUCTION

In Management's Discussion and Analysis we explain the general
financial condition and the operating results for Western Resources, Inc. (the
company) and its subsidiaries. We explain:

- What factors impact our business

- What our earnings and costs were for the three months ending March
31, 2000, and 1999

- Why these earnings and costs differed from period to period - How
our earnings and costs affect our overall financial condition - Any
other items that particularly affect our financial condition or
earnings.

The following Management's Discussion and Analysis of Financial
Condition and Results of Operations updates the information provided in the 1999
Annual Report on Form 10-K/A-2 and should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations in that 1999 Annual Report.

SUMMARY OF SIGNIFICANT ITEMS

Gain on Extinguishment of Debt

In the first quarter of 2000, Westar Capital, Inc. (Westar Capital), a
wholly-owned subsidiary, purchased $59.5 million face value of Protection One
bonds on the open market. A portion of these debt securities was transferred to
Protection One in connection with the purchase of Protection One's European
operations. Protection One also purchased $6 million face value of its bonds on
the open market in the first quarter of 2000. An extraordinary gain of $18.5
million, net of tax, was recognized on these retirements.

Marketable Securities

During the first quarter of 2000, we sold a significant portion of an
equity investment in a gas compression company and realized a pre-tax gain of
$73.7 million. During the second quarter of 2000, we sold the remaining portion
of this investment and realized a subsequent pre-tax gain of $17.4 million. We
also sold other securities during the first quarter and realized a pre-tax gain
of $24.5 million.

See also Note 4 to Consolidated Financial Statements in our 1999 Annual
Report on Form 10-K/A-2 for discussion of the sale of marketable securities in
1999.

Monitored Services Change in Estimate of Useful Life of Goodwill

Protection One re-evaluated the original assumptions and rationale
utilized in the establishment of the estimated useful life of goodwill.
Protection One concluded that due to

continued losses and increased levels of attrition experienced in 1999, the
estimated useful life of goodwill should be reduced from 40 years to 20 years.
As of January 1, 2000, the remaining goodwill, net of accumulated amortization,
is being amortized over its remaining useful life based on a 20-year life.
Protection One International, Inc. and Protection One UK, Plc. (collectively
referred to as Protection One Europe) made a similar change. Based on Protection
One's and Protection One Europe's existing account bases at January 1, 2000, we
anticipate that this will result in an increase in aggregate annual goodwill
amortization of approximately $32.6 million prospectively for Protection One and
Protection One Europe.

Corporate Restructuring

On March 28, 2000, our board of directors approved the separation of
our electric and non-electric utility businesses. The separation is currently
expected to be effected through an offer to be made to shareholders prior to
year end 2000. The offer will be described in materials furnished to our
shareholders. The impact on our financial position and operating results cannot
be determined until the final details of the offer are determined. Our goal is
to complete the separation in the fourth quarter of 2000, but no assurance can
be given that the separation will be completed by that time or at all.

OPERATING RESULTS

Western Resources Consolidated

The following discussion explains significant changes in operating
results between the three months ended March 31, 2000, and March 31, 1999. Basic
earnings per share were $0.80 compared to $0.30 in the first quarter of 1999.
The significant increase is primarily attributable to increased investment
earnings from the sale of our investments in a gas compression company and other
marketable securities. Also contributing to this increase is the extraordinary
gain on the retirement of Protection One bonds.

Higher amortization of intangible assets due to a change in
amortization method for customer accounts, a change in the estimate of the
useful life of goodwill from 40 years to 20 years, the impact of adopting SAB
101 and operating losses from our monitored services segment partially offset
the increase from investment earnings. For further discussion of the impact of
the accounting changes, see discussion below in "Monitored Services Business
Segment."

A decline in electric utility operating income primarily resulting from
scheduled maintenance of generating units also partially offset the increase
from investment earnings.

The following table reflects the increases/(decreases) in electric
sales volumes for the three months ended March 31, 2000, from the comparable
period of 1999.

2000 1999 % Change
------ ------ --------
(Thousands of Megawatthours)
Residential. . . . . 1,222 1,201 1.8 %
Commercial . . . . . 1,420 1,394 1.8 %
Industrial . . . . . 1,340 1,365 (1.8)%
Other. . . . . . . . 231 265 (12.8)%
----- ----- -------
Total retail . . . 4,213 4,225 (0.3)%

System hedging . . . 643 - -
Wholesale. . . . . . 1,673 1,197 39.8 %
----- ----- -------
Total. . . . . . . 6,529 5,422 20.4 %
===== ===== =======

Utility operations' sales increased $22.8 million in the first quarter
of 2000 from $311.7 million to $334.5 million, primarily due to higher wholesale
sales volumes as discussed below under "Fossil Generation." Utility operations'
sales include all electric sales, including power produced for sale to Power
Delivery and power produced for sale to external wholesale customers located
within and outside our historical marketing territory. Despite higher sales,
EBIT decreased $6.4 million from $55.8 million to $49.4 million due to higher
cost of sales of $20.9 million which was primarily a result of increased
purchased power expense and higher fossil fuel expense. Higher operating
expenses, which increased by $9.4 million because of increased maintenance
expense, also contributed to the lower EBIT.

For more detailed information regarding our Utility Operations, see the
business segments discussion below.

BUSINESS SEGMENTS

We have segmented our business based on differences in products and
services, production processes, and management responsibility. Based on this
approach, we have identified four reportable segments: Fossil Generation,
Nuclear Generation, Power Delivery and Monitored Services.

Fossil Generation, Nuclear Generation and Power Delivery represent the
three business segments that comprise our electric utility business. Fossil
Generation produces power for sale internally to the Power Delivery segment and
to external wholesale customers within and outside the company's historical
marketing territory. Power marketing is a component of our Fossil Generation
segment which attempts to minimize market fluctuation risk, enhance system
reliability and improve efficiency of power plant operations. Nuclear Generation
represents our 47% ownership in the Wolf Creek nuclear generating facility. This
segment does not have any external sales. The Power Delivery segment consists of
the transmission and distribution of power to our retail customers in Kansas and
the customer service provided to these customers. Monitored Services represents
our security alarm monitoring business in North America, the United Kingdom and
continental Europe. Other represents our non-utility operations and natural gas
investment.

The following discussion identifies key factors affecting our electric
business segments for the three month periods ending March 31, 2000, and March
31, 1999.

2000 1999
-------- --------
Fossil Generation: (Dollars in Thousands)
External sales. . . . . . . . . . $100,764 $ 79,361
Internal sales. . . . . . . . . . 128,392 125,662
EBIT. . . . . . . . . . . . . . . 45,352 47,225

Nuclear Generation:
Internal sales. . . . . . . . . . $ 29,480 $ 29,218
EBIT. . . . . . . . . . . . . . . (5,346) (4,225)

Power Delivery:
External sales. . . . . . . . . . $233,731 $232,340
Internal sales. . . . . . . . . . 67,370 69,380
EBIT. . . . . . . . . . . . . . . 12,457 15,631

Fossil Generation

External sales increased $21.4 million due to 40% higher wholesale
sales volumes to wholesale customers within our service territory. The wholesale
sales increased due to increased wholesale market opportunities and greater
system availability, allowing us to sell more electricity to wholesale customers
than we did in 1999. The increased wholesale market opportunities are due to a
larger trading operation and increased involvement in the market for our system.

External sales were also affected by lower power marketing sales which
were $5.8 million, or 12%, lower than in the first quarter of 1999. The related
cost of sales was $7.7 million, or 16% lower. Our involvement in the wholesale
market varies from quarter to quarter based on current marketing opportunities
and availability of generation.

Internal sales increased $2.7 million due to a higher internal transfer
price charged to Power Delivery. Internal sales to Power Delivery are made at an
internal transfer price which is based upon an assumed competitive market price
for capacity and energy.

Despite higher sales, EBIT was lower due to higher electric cost of
sales and higher operating expenses, including increased maintenance expense for
a planned maintenance outage at a KGE generating unit.

Electric cost of sales reflected higher purchased power expense and
higher fossil fuel expense. We had higher purchased power expense in 2000
compared to 1999 primarily due to an increased number of system hedging
transactions. Fossil fuel expense also increased by $6.5 million, or 20%
primarily due to increased use of coal at our generating stations to support our
system needs and our wholesale sales.

At certain times, we enter into transactions to reduce exposure
relative to the volatility of cash market prices. The system hedging sales
discussed above represent the settlement of such transactions. During the first
quarter of 1999, we had no material system hedging transactions. However, during
the last quarter of 1999, hedging transactions were entered into in order to
maintain system reliability in the event of any Year 2000 problems. These
hedging transactions were settled during the first quarter of 2000. These
transactions resulted in a loss of approximately $1 million.

Nuclear Generation

Nuclear Generation has no external sales because it provides all of its
power to its co-owners KGE, Kansas City Power and Light Company and Kansas
Electric Power Cooperative, Inc. Internal sales include the internal transfer
price that Nuclear Generation charges to Power Delivery. The amounts in the
table above are our 47% share of Wolf Creek's operating results. EBIT is
negative because internal sales are less than Wolf Creek's costs. Internal sales
and EBIT did not materially change because there were no Wolf Creek outages in
either period.

Power Delivery

Power Delivery's external sales consist of the transmission and
distribution of power to our Kansas electric customers and the customer service
provided to them. Internal sales include an intra-segment transfer price for
charges for the use of the distribution lines and transformers.

External sales increased $1.4 million primarily due to increased retail
kilowatt hour sales.

Internal sales were $2.0 million lower due to reduced retail
transmission service revenues which resulted from a change in pricing
methodology.

EBIT decreased $3.2 million primarily due to a $2.7 million higher
expense related to the internal transfer price charged by Fossil Generation.

Monitored Services

Protection One and Protection One Europe comprise our monitored
services business. The results discussed below reflect monitored services on a
stand-alone basis. These results do not take into consideration Protection One's
minority interest of approximately 15% at March 31, 2000, and March 31, 1999.

Three Months Ended
March 31,
----------------------
2000 1999
-------- --------
(Dollars in Thousands)
Restated - Note 2
-----------------
External sales. . . . . . . . . . $146,870 $148,547
EBIT. . . . . . . . . . . . . . . (19,724) 16,146

EBIT decreased $35.9 million due to higher cost of sales, higher
depreciation and amortization expense and higher selling, general and
administrative expenses.

Cost of sales increased $6.0 million primarily due to increased
compensation costs for additional personnel at Protection One's monitoring
stations to improve the level of customer service.

Depreciation and amortization expense increased $21.5 million. As
discussed in our 1999 Annual Report on Form 10-K/A-2, Protection One changed its
customer amortization method from a ten-year straight line method to a declining
balance method over eight to ten years. Protection One Europe made a similar
change. Customer amortization increased from $28.5 million for the first quarter
of 1999 to $35.5 million for the first quarter of 2000. See Note 2 of the Notes
to Consolidated Financial Statements for a discussion of the restatement of our
financial statements.

As discussed in the "Summary of Significant Items" above, Protection
One also changed its estimate of useful life of goodwill from 40 years to 20
years. Protection One Europe made a similar change. These changes resulted in an
aggregate $8.1 million increase in our goodwill amortization in the first
quarter of 2000. Additionally, in the first quarter of 2000, Protection One's
depreciation expense increased by $4.8 million due to a change in the estimated
life of certain information systems installed in 1999 which accelerated the
depreciation of these systems.

Selling, general and administrative expenses increased $7.3 million
primarily due to an increase in Protection One's bad debt and collection
expenses of approximately $2.1 million, and an increase of $1.6 million in
Protection One's subcontract expense primarily for outside information
technology support for the new billing and collection software Protection One
began utilizing in November 1999.

Western Resources Consolidated

Other Income (Expenses)

Other income (expense) includes income and expenses not directly
related to our operations. The increase in other income during 2000 is primarily
related to a $73.7 million gain on the sale of part of our investment in a gas
compression company and a $24.5 million gain on the sale of our other marketable
securities.

Interest Expense

Interest expense decreased approximately $0.8 million, or 1.1%.
Long-term debt interest expense was $7.7 million lower due to decreased
long-term debt balances resulting from the retirement of $125 million of first
mortgage bonds in 1999 and the repurchase and retirement of $155.4 million face
value of Protection One bonds in the fourth quarter of 1999 and the first
quarter of 2000. Short-term debt interest expense was $6.9 million higher due to
increased short-term borrowings under our credit facilities as discussed below
in "Liquidity and Capital Resources."

Income Taxes

Our effective income tax rate for the three month period ended March
31, 2000, was 47.7% compared to 31.2% for the three month period ended March 31,
1999. We estimate our effective tax rate to be 27.3% for the fiscal year ending
December 31, 2000, which is lower than the effective tax rate for the quarter
ended March 31, 2000. The effective tax rate for the first quarter includes
income tax expense on the sale of marketable securities at the statutory rate.

LIQUIDITY AND CAPITAL RESOURCES

We had $1.7 million in cash and cash equivalents at March 31, 2000. We
consider highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. At March 31, 2000, we had approximately
$643.9 million of short-term debt outstanding, of which $443.4 million was
commercial paper. All of the outstanding commercial paper will mature by May 19,
2000, and is expected to be refinanced with short-term borrowings under our
credit facilities. Current maturities of long-term debt were $47.8 million at
March 31, 2000.

We also had $17.7 million of restricted cash at March 31, 2000. Our
restricted cash consists primarily of cash held in escrow pursuant to certain
letters of credit and one of Protection One's 1998 acquisitions.

As of March 31, 2000, we had arrangements with certain banks to provide
unsecured short-term lines of credit on a committed basis totaling approximately
$992 million.

The unsecured short-term lines of credit included three revolving
credit facilities with various banks as follows:

Amount Facility Termination Date
-------------------------------------------------
$242 million 364-day June 30, 2000
500 million 5-year March 17, 2003
250 million 6 1/2-month June 30, 2000

In March 2000, we amended all of these credit facilities to reflect the
possibility of borrowing from them rather than using them to provide support for
commercial paper borrowings. Our cost of borrowing short term debt is about 1.5%
higher under the revolvers versus commercial paper. Due to the lowering of our
credit ratings in March 2000, as discussed below, we no longer participate in
the commercial paper market but, instead, borrow directly from our revolving
credit facilities.

Amendments to the credit facilities include increased pricing to
reflect credit quality and the potential drawn nature of credit facilities
rather than support for commercial paper, redefinition of the total debt to
capital financial covenant, limitation on use of proceeds from sale of first
mortgage bonds requiring repayment of debt outstanding under the credit
facilities before proceeds may be used for other purposes, and a commitment to
use our "best efforts" to pledge first mortgage bonds to support our credit
facilities if our senior unsecured credit rating drops below "investment grade"
(bonds rated below BBB by Standard & Poor's (S&P) and Fitch and below Baa by
Moody's Investors Service (Moody's)). As indicated by the table below, at May 9,
2000, our mortgage bonds were rated above investment grade by S&P and below
investment grade by Fitch and Moody's.

In order to maintain adequate short-term borrowing capacity, we are
pursuing discussions with our lenders, which we expect to be successful, to
replace or further amend these credit facilities prior to their maturity.

In January 2000, we reached an agreement with our banks under our
current credit facilities to eliminate a cross-default provision relating to
Protection One and its

subsidiaries, provided we do not increase our investment in Protection One by
more than $125 million.

On April 28, 2000, we filed a shelf registration statement with the SEC
to register $500 million of first mortgage bonds. The registration statement
became effective May 8, 2000. The proceeds of the sale of the securities, if and
when issued, are expected to be used to pay off short-term indebtedness.

S&P, Fitch Investors Service (Fitch) and Moody's are independent
credit-rating agencies that rate our debt securities. These ratings indicate the
agencies' assessment of our ability to pay interest and principal on these
securities.

As of May 9, 2000, ratings with these agencies were as follows:

Western KGE's Protection Protection
Resources' Western KGE's Senior One One
Mortgage Resources' Mortgage Unsecured Senior Senior
Bond Unsecured Bond Debt Unsecured Subordinated
Rating Agency Rating Debt Rating Rating Debt Unsecured Debt
------------- ---------- --------- ---------- ---------- ---------- --------------

S&P BBB- BB- BB+ BB- B+ B-
Fitch BB+ BB BB+ BB B+ B-
Moody's Ba1 Ba2 Ba1 - B2 Caa1

Credit rating agencies are applying more stringent guidelines when
rating utility companies due to increasing competition and utility investment in
non-utility businesses. On March 29, 2000, S&P, Moody's and Fitch lowered the
credit ratings of the company. Additionally, our ratings at S&P remain on credit
watch with negative implications and Moody's has said the outlook is negative.

On March 24, 2000, Moody's downgraded their ratings on Protection One's
outstanding securities with outlook remaining negative.

Cash Flows from Operating Activities

Net cash flow from operations did not change materially between the
first quarter of 2000 and the first quarter of 1999. The gain on sale of
marketable securities in 2000 was offset by changes in working capital.

Cash Flows from Investing Activities

Investing activities provided net cash flow of $121.4 million in the
first quarter of 2000 due primarily to proceeds of $194.1 million received from
the sale of marketable securities.

Investing activities used net cash flow of $155.7 million in the first
quarter of 1999 due primarily to Protection One's use of approximately $99.3
million for customer account and security alarm monitoring acquisitions.

Cash Flows Used in Financing Activities

We had a net use of cash for financing activities totaling $199.6
million in the first quarter of 2000 due primarily to payments on debt. We used
the proceeds from the sale of marketable securities to reduce short-term debt by
$61.5 million, to retire $75 million in current maturities of first mortgage
bonds and to purchase and retire Protection One bonds.

We had net cash from financing activities totaling $107.3 million in
the first quarter of 1999 due primarily to proceeds of short-term and long-term
debt of $137.2 million.

Debt Repurchase Plan

We may from time to time purchase our debt securities and preferred
stock. The timing and terms of purchases, and the amount of debt actually
purchased, will be determined by the company based on market conditions and
other factors. We may also purchase Protection One debt securities. Purchases
are expected to be made in the open market or through negotiated transactions.

Dividend Policy

Our board of directors reviews our dividend policy from time to time.
Among the factors the board of directors considers in determining our dividend
policy are earnings, cash flows, capitalization ratios, competition and
regulatory conditions. In January 2000, our board of directors declared a
first-quarter 2000 dividend of 53 1/2 cents per share that was paid on April 3,
2000. In March 2000, we announced a new dividend policy in conjunction with the
announcement of the separation of the company's electric and non-electric
utility businesses. The new dividend policy will result in quarterly dividends
of $0.30 per share, or $1.20 per share on an annual basis, to be effective with
the anticipated declaration of the July 2000 dividend. We believe the new
dividend policy would be reconsidered if the separation were materially delayed
or modified.

OTHER INFORMATION

Electric Utility

City of Wichita Proceeding: In December 1999, the Wichita, Kansas, City
Council authorized the hiring of an outside consultant to determine the
feasibility of creating a municipal electric utility to replace KGE as the
supplier of electricity in Wichita. KGE's rates are currently 7% below the
national average for retail customers. The average rates charged to retail
customers in territories served by our KPL division are 19% lower than KGE's
rates. Customers within the Wichita metropolitan area account for approximately
25% of our total energy sales. KGE has an exclusive franchise with the City of
Wichita to provide retail electric service that expires March 2002. Under Kansas
law, KGE will continue to have the exclusive right to serve the customers in
Wichita following the expiration of the franchise, assuming the system is not
municipalized. See also "FERC Proceedings" below regarding a complaint filed
with the Federal Energy Regulatory Commission (FERC) against KGE by the City of
Wichita.

KCC Proceeding: On March 16, 2000, the Kansas Industrial Consumers
(KIC), an organization of commercial and industrial users of electricity in
Kansas, filed a complaint with the Kansas Corporation Commission (KCC)
requesting an investigation of Western Resources' and

KGE's rates. The KIC alleges that these rates are not based on current costs. We
filed a motion to dismiss the complaint on April 24, 2000. We will continue to
oppose this request vigorously.

FERC Proceedings: In September 1999, the City of Wichita filed a
complaint with the FERC against us, alleging improper affiliate transactions
between KPL and KGE. The City of Wichita is asking that FERC equalize the
generation costs between KPL and KGE, in addition to other matters. FERC has
issued an order setting this matter for hearing and has referred the case to a
settlement judge. The hearing has been suspended pending settlement discussions
between the parties. We believe that the City of Wichita's complaint is without
merit and intend to defend against it vigorously.

Nuclear Decommissioning: On September 1, 1999, Wolf Creek submitted the
1999 Decommissioning Cost Study to the KCC for approval. The KCC approved the
1999 Decommissioning Cost Study on April 26, 2000. Based on the study, our share
of Wolf Creek's decommissioning costs, under the immediate dismantlement method,
is estimated to be approximately $631 million during the period 2025 through
2034, or approximately $221 million in 1999 dollars. These costs were calculated
using an assumed inflation rate of 3.6% over the remaining service life from
1999 of 26 years.

For additional information on Nuclear Decommissioning, see Note 13 to
Consolidated Financial Statements in our 1999 Annual Report on Form 10-K/A-2.

Monitored Services Business

Attrition: Customer attrition for Protection One's business segments
is summarized below:

Trailing Twelve Months
Ended March 31,
2000 1999
-------- --------

North America . . . . . . . 16.1 % 8.9 %
Europe (a). . . . . . . . . 10.2 % (b)
Multifamily . . . . . . . . 8.3 % 4.5 %
------ -----
Total Protection One. . . 14.3 % 8.1 %

(a) Europe represents annualized activity through February 29, 2000.
(b) European operations were acquired in 1998.

The quarterly annualized attrition rate for Protection One's North
America segment in the first quarter of 2000 was 11.9% as compared to 11.2% in
the first quarter of 1999. Protection One experienced high levels of attrition
for its North America segment in 1999 with quarterly annualized attrition
reaching peak levels of 19.1% and 16.3% in the third and fourth

quarters. Protection One believes the significant decrease in attrition for the
North America segment over the last three quarters is a result of efforts to
improve customer service and billing and collection practices.

Related Party Transactions: On February 29, 2000, Westar Capital
purchased the continental European and United Kingdom operations of Protection
One, and certain investments held by a subsidiary of Protection One, for an
aggregate purchase price of $244 million. The consideration given included cash
and certain Protection One debt securities. The basis of the net assets sold did
not change and no gain or loss was recorded for this related party transaction.
Terms of the agreement were approved by the independent directors of the boards
of directors of Protection One and Protection One Alarm Monitoring, Inc. upon
the recommendation of a special committee of the Protection One board of
directors. The special committee obtained a fairness opinion from an investment
banker with regard to this transaction. See also Note 7 of the Notes to
Consolidated Financial Statements for further discussion of debt securities that
were transferred as a result of this transaction.

Market Risk

During the three months ended March 31, 2000, the company's balance in
marketable securities declined approximately $107 million from December 31,
1999, due to the sale of a significant portion of our marketable security
portfolio.

Subsequent to the sale of the remaining portion of our investment in a
gas compression company, the value of our marketable security portfolio is not
material and we do not expect to be materially impacted by changes in the market
prices of our remaining investments.

The company has not experienced any other significant changes in its
exposure to market risk since December 31, 1999. For additional information on
the company's market risk, see the Form 10-K/A-2 for the year ended December 31,
1999.

New Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). SFAS 133, as amended, is
effective for fiscal years beginning after June 15, 2000. SFAS 133 cannot be
applied retroactively. We are currently evaluating commodity contracts and
financial instruments to determine what, if any, effect adopting SFAS 133 might
have on our financial statements. We have not yet quantified all effects of
adopting SFAS 133 on our financial statements; however, SFAS 133 could increase
volatility in earnings and other comprehensive income. We plan to adopt SFAS 133
as of January 1, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------------------------------------------------------------------

Information relating to market risk disclosure is set forth in Other
Information of Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations included herein.

WESTERN RESOURCES, INC.
Part II Other Information

ITEM 1. LEGAL PROCEEDINGS
- --------------------------

The company, its subsidiary Westar Capital, Protection One, its
subsidiary Protection One Alarm Monitoring, Inc. (Monitoring), and certain
present and former officers and directors of Protection One are defendants in a
purported class action litigation pending in the United States District Court
for the Central District of California, "Ronald Cats, et al., v. Protection One,
Inc., et. al.", No. CV 99-3755 DT (RCx). Pursuant to an Order dated August 2,
1999, four pending purported class actions were consolidated into a single
action. In March 2000, plaintiffs filed a Second Consolidated Amended Class
Action Complaint (the Amended Complaint). Plaintiffs purport to bring the action
on behalf of a class consisting of all purchasers of publicly traded securities
of Protection One, including common stock and notes, during the period of
February 10, 1998, through November 12, 1999. The Amended Complaint asserts
claims under Section 11 of the Securities Act of 1933 and Section 10(b) of the
Securities Exchange Act of 1934 against Protection One, Monitoring, and certain
present and former officers and directors of Protection One based on allegations
that various statements concerning Protection One's financial results and
operations for 1997 and 1998 were false and misleading and not in compliance
with Generally Accepted Accounting Principals (GAAP). Plaintiffs allege, among
other things, that former employees of Protection One have reported that
Protection One lacked adequate internal accounting controls and that certain
accounting information was unsupported or manipulated by management in order to
avoid disclosure of accurate information. The Amended Complaint further asserts
claims against the company and Westar Capital as controlling persons under
Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934. A claim is also asserted under Section 11
of the Securities Act of 1933 against Protection One's auditor, Arthur Andersen
LLP. The Amended Complaint seeks an unspecified amount of compensatory damages
and an award of fees and expenses, including attorneys' fees. The company and
Protection One believe that all the claims asserted in the Amended Complaint are
without merit and intend to defend against them vigorously. The company and
Protection One cannot currently predict the impact of this litigation which
could be material.

For other proceedings affecting the company, see Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations which
is incorporated herein by reference.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------

None

ITEM 5. OTHER INFORMATION
- --------------------------

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

(a) Exhibits:

Exhibit 12 - Computation of Ratio of Consolidated Earnings
to Fixed Charges for Three Months Ended
March 31, 2000 - Restated
(filed electronically)

Exhibit 27 - Financial Data Schedule - Restated
(filed electronically)

(b) Reports on Form 8-K:

Form 8-K filed January 3, 2000 - Press release reporting that
Kansas City Power & Light Company terminated the proposed merger
with Western Resources.

Form 8-K filed January 26, 2000 - Press release reporting that
Western Resources reached an agreement with its banks to
eliminate the cross-default provisions relating to Protection
One, Inc.

Form 8-K filed January 27, 2000 - Press release reporting Western
Resources declaration of a first quarter dividend and that the
board of directors will consider a stock dividend for the
balance of the current annual dividend.

Form 8-K filed March 1, 2000 - Press release reporting Westar
Capital's purchase of Protection One, Inc.'s continental
European and United Kingdom operations, and certain other assets
of Protection One.

Form 8-K filed March 29, 2000 - Press release announcing Western
Resources plans to separate its electric utility business from
its non-electric business, reporting 1999 earnings results and
announcing dividend policy; investor presentation.

Form 8-K filed April 10, 2000 - Press release announcing Western
Resources may from time-to-time purchase its debt securities and
preferred stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Western Resources, Inc.
-----------------------

Date February 2, 2001 By /s/ JAMES A. MARTIN
--------------------------------- --------------------------------------
James A. Martin
Senior Vice President

and Treasurer

Date February 2, 2001 By /s/ LEROY P. WAGES
--------------------------------- --------------------------------------
Leroy P. Wages, Controller