P R O X Y

                   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 J.S.  WATSON,  or any one 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 Holiday
Inn,  3615 South Range Line,  in the City of Joplin,  State of Missouri,  on the
25th  day of  April,  1996,  at  10:30  a.m.,  Joplin  time,  and at any and all
adjournments and postponements  thereof,  in the manner indicated on the reverse
hereof. 

                       (CONTINUED ON THE REVERSE SIDE)

                                                                [ ] Please mark
                                                                     your vote
                                                                      as this

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.  The
Board of Directors recommends a vote FOR item (1).

(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             WITHHOLD AUTHORITY to vote
    below)                                        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 III (to serve
    until the 1999 Annual Meeting): M.F. Chubb, Jr., R.L. Lamb and R.E. Mayes.

(2) 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
                                            item (1).

                                            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 1995.

   Signature(s) ________________________________________   Date ________________

NOTE:  Please sign as name appears  hereon.  Joint owners should each sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such.