<HTML><HEAD><TITLE></title></head><body>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES<BR>

SECURITIES
AND EXCHANGE COMMISSION<BR>

WASHINGTON,
D.C. 20549<BR><BR><BR>

FORM 8-K<BR><BR><BR>

CURRENT
REPORT</FONT></H1>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                  Pursuant to Section 13 or 15(d) of<BR>
                                                  the Securities Exchange Act of 1934

</font></p><BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date of Report:
October 31, 2004<BR>

(Date of
earliest event reported)</FONT></H1><BR><BR>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>KANSAS CITY
LIFE INSURANCE COMPANY</b><BR>

                                        (Exact name of registrant as specified in its charter)
</font></p>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=3>
<TR VALIGN=TOP>
<TD WIDTH=33% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Missouri</b> </FONT></TD>
<TD WIDTH=33% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>2-40764</b></FONT></TD>
<TD WIDTH=34% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>44-0308260</b></FONT></TD></tr>
<TR VALIGN=TOP>
<TD WIDTH=33% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(State or other jurisdiction</FONT></TD>
<TD WIDTH=33% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Commission</FONT></TD>
<TD WIDTH=34% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(I.R.S. Employer Identification</FONT></TD>
</tr>
<TR VALIGN=TOP>
<TD WIDTH=33% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> of incorporation or organization)</FONT></TD>
<TD WIDTH=33% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>File Number)</FONT></TD>
<TD WIDTH=34% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Number)</FONT></TD>

</tr></table>


<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>3520 Broadway<BR>

Kansas City,
Missouri 64111-2565</b><BR>

                                     (Address of principal executive offices, including zip code)

</font></p><BR><BR>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>(816)
753-7000</b><BR>

                                         (Registrant's telephone number, including area code)

</font></p>




<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8.01.
Other Events.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
October 31, 2004, certain beneficial and record shareholders (the &#147;Control
Shareholders&#148;), having in the aggregate beneficial ownership of
approximately 60% of the issued and outstanding shares of the common stock, par
value $1.25 (&#147;Common Stock&#148;) of Kansas City Life Insurance Company
(the &#147;Company&#148;), entered into a voting agreement (the &#147;Voting
Agreement&#148;) pursuant to which the Control Shareholders, among other things,
granted to Mr. Lee M. Vogel a revocable proxy to vote all the shares of Common
Stock owned of record and beneficially by the Control Shareholders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the Voting Agreement, Mr. Vogel controls the vote of approximately 60% of the
issued and outstanding shares of Common Stock of the Company. Concurrently with
filing this Current Report on Form 8-K the Control Shareholders have filed a
Schedule 13D describing the transactions resulting from the execution of the
Voting Agreement. No consideration was paid by or to Mr. Vogel with respect to
the Voting Agreement. The Common Stock is listed on the Nasdaq Stock Market,
Inc. (&#147;Nasdaq&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While
the Control Shareholders have not previously entered into a voting agreement,
they are members of one family. Entering into the Voting Agreement memorialized
the existence of a group owning over 50% of the issued and outstanding Common
Stock of the Company, thereby enabling the Company to take advantage of certain
exceptions from listing requirements of the Nasdaq available to controlled
companies. A controlled company is a company listed on the Nasdaq for which more
than 50% of the voting power is held by an individual, a group or another
company. The revised listing standards of the Nasdaq (&#147;Revised Listing
Standards&#148;) generally require public companies with securities listed on
the Nasdaq to have (i) a board of directors consisting of a majority of
independent directors, (ii) directors recommended to the board of directors by
an independent nominating committee or the independent directors of the public
company, and (iii) chief executive officer compensation recommended by an
independent compensation committee or the independent directors of the public
company (collectively &#147;Corporate Governance Rules&#148;). Under the Revised
Listing Standards, a controlled company, like the Company, is exempt from
complying with the Corporate Governance Rules listed above. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior
to entering into the Voting Agreement, the Control Shareholders had the right to
vote more than 50% of the issued and outstanding shares of Common Stock of the
Company. The execution of the Voting Agreement does not result in a change of
control of the Company. Rather, it memorialized the existence of a family group
controlling over 50% of issued and outstanding Common Stock. The Controlling
Shareholders have maintained control over the shares of Common Stock subject to
the Voting Agreement for many years and have disclosed pursuant to prior
Schedule 13Ds and Forms 3, 4 and 5, as well as amendments to these filings,
their beneficial ownership of these shares of Common Stock and changes in such
beneficial ownership. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
indicated in the annual report of the Company filed with the Securities and
Exchange Commission (&#147;SEC&#148;) on February 17, 2004, Mr. Vogel had prior
to entering into the Voting Agreement: (a) the sole or shared power to vote, and
a direct or indirect pecuniary interest in approximately one (1) million shares
of Common Stock of the Company, and (b) the shared (as partner in the
partnership, JRB Interests LTD) power to dispose of approximately 2.97 million
shares of Common Stock of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Voting Agreement is set forth as Exhibit 10.1 to this Current Report. The
material provisions of the Voting Agreement are summarized below: </FONT></P>
<ul>
<li><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Effective as of the date
of the Voting Agreement, Mr. Vogel will vote all shares subject to the Voting
Agreement. He is required to consult with the Control Shareholders on issues
requiring a shareholder vote, but will have the ultimate right to determine how
the shares are voted. </FONT></li>

<li><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Any member of the Control
Shareholders group may withdraw their voting proxy given under the Voting
Agreement or by separate proxy at anytime by sending a copy of the written
notice of revocation or withdrawal to the other parties to the Voting Agreement
and (a) if such shareholder is a recordholder, by revoking his, her or its proxy
to the holder, and providing written notice of such revocation to the Company;
or (b) such shareholder is a beneficial shareholder that is not a recordholder,
then by sending written notice of such withdrawal to the recordholder and
providing written notice of such withdrawal to the Company. </FONT></li>

<li><FONT FACE="Times New Roman, Times, Serif" SIZE=2> If members of the Control
Shareholders group withdraw from the group such that less than 50% of the issued
and outstanding common stock of the Company remains subject to the Voting
Agreement or Mr. Vogel dies or becomes disabled, then the Voting Agreement will
automatically terminate and the Company will have until its next shareholder
meeting to comply with the Corporate Governance Rules. </FONT></li>

<li><FONT FACE="Times New Roman, Times, Serif" SIZE=2> The members of the
Control Shareholders group must file a joint Schedule 13D with the SEC promptly
after executing the Voting Agreement. </FONT></li>
</ul>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.01.
Financial Statements and Exhibits</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following material is furnished pursuant to Item 9.01 as an exhibit to this
Current Report on Form 8-K. </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c) Exhibits
</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=3>
<TR VALIGN=TOP>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=17% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Exhibit Number</u></FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Description</u></FONT></TD>
</tr>
<TR VALIGN=TOP>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=17% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.1</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Voting Agreement, dated as of October 31, 2004, by and among Lee M. Vogel, in
his capacity as Proxyholder, the beneficialholders, who in the aggregate have
the right to vote over 50% of the issued and outstanding shares of the common
stock, par value $1.25 per share (the &#147;Common Stock&#148;) of Kansas City
Life Insurance Company, a Missouri legal reserve life insurance corporation and
are executing the Voting Agreement and the holders of record of the shares of
Common Stock who are executing the Voting Agreement.</FONT></TD>
</TR>
</TABLE>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. </FONT></P>

<pre>
                                            KANSAS CITY LIFE INSURANCE COMPANY



                                           By: _______________________________

                                               William A. Schalekamp
                                               Senior Vice President, General Counsel &amp; Secretary

</pre>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Date:  November 3, 2004

</font></p>


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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report:
October 31, 2004
(Date of
earliest event reported)
KANSAS CITY
LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Missouri
2-40764
44-0308260
(State or other jurisdiction
(Commission
(I.R.S. Employer Identification
of incorporation or organization)
File Number)
Number)
3520 Broadway
Kansas City,
Missouri 64111-2565
(Address of principal executive offices, including zip code)
(816)
753-7000
(Registrant's telephone number, including area code)
Item 8.01.
Other Events.
On
October 31, 2004, certain beneficial and record shareholders (the "Control
Shareholders"), having in the aggregate beneficial ownership of
approximately 60% of the issued and outstanding shares of the common stock, par
value $1.25 ("Common Stock") of Kansas City Life Insurance Company
(the "Company"), entered into a voting agreement (the "Voting
Agreement") pursuant to which the Control Shareholders, among other things,
granted to Mr. Lee M. Vogel a revocable proxy to vote all the shares of Common
Stock owned of record and beneficially by the Control Shareholders.
Pursuant
to the Voting Agreement, Mr. Vogel controls the vote of approximately 60% of the
issued and outstanding shares of Common Stock of the Company. Concurrently with
filing this Current Report on Form 8-K the Control Shareholders have filed a
Schedule 13D describing the transactions resulting from the execution of the
Voting Agreement. No consideration was paid by or to Mr. Vogel with respect to
the Voting Agreement. The Common Stock is listed on the Nasdaq Stock Market,
Inc. ("Nasdaq").
While
the Control Shareholders have not previously entered into a voting agreement,
they are members of one family. Entering into the Voting Agreement memorialized
the existence of a group owning over 50% of the issued and outstanding Common
Stock of the Company, thereby enabling the Company to take advantage of certain
exceptions from listing requirements of the Nasdaq available to controlled
companies. A controlled company is a company listed on the Nasdaq for which more
than 50% of the voting power is held by an individual, a group or another
company. The revised listing standards of the Nasdaq ("Revised Listing
Standards") generally require public companies with securities listed on
the Nasdaq to have (i) a board of directors consisting of a majority of
independent directors, (ii) directors recommended to the board of directors by
an independent nominating committee or the independent directors of the public
company, and (iii) chief executive officer compensation recommended by an
independent compensation committee or the independent directors of the public
company (collectively "Corporate Governance Rules"). Under the Revised
Listing Standards, a controlled company, like the Company, is exempt from
complying with the Corporate Governance Rules listed above.
Prior
to entering into the Voting Agreement, the Control Shareholders had the right to
vote more than 50% of the issued and outstanding shares of Common Stock of the
Company. The execution of the Voting Agreement does not result in a change of
control of the Company. Rather, it memorialized the existence of a family group
controlling over 50% of issued and outstanding Common Stock. The Controlling
Shareholders have maintained control over the shares of Common Stock subject to
the Voting Agreement for many years and have disclosed pursuant to prior
Schedule 13Ds and Forms 3, 4 and 5, as well as amendments to these filings,
their beneficial ownership of these shares of Common Stock and changes in such
beneficial ownership.
As
indicated in the annual report of the Company filed with the Securities and
Exchange Commission ("SEC") on February 17, 2004, Mr. Vogel had prior
to entering into the Voting Agreement: (a) the sole or shared power to vote, and
a direct or indirect pecuniary interest in approximately one (1) million shares
of Common Stock of the Company, and (b) the shared (as partner in the
partnership, JRB Interests LTD) power to dispose of approximately 2.97 million
shares of Common Stock of the Company.
The
Voting Agreement is set forth as Exhibit 10.1 to this Current Report. The
material provisions of the Voting Agreement are summarized below:
Effective as of the date
of the Voting Agreement, Mr. Vogel will vote all shares subject to the Voting
Agreement. He is required to consult with the Control Shareholders on issues
requiring a shareholder vote, but will have the ultimate right to determine how
the shares are voted.
Any member of the Control
Shareholders group may withdraw their voting proxy given under the Voting
Agreement or by separate proxy at anytime by sending a copy of the written
notice of revocation or withdrawal to the other parties to the Voting Agreement
and (a) if such shareholder is a recordholder, by revoking his, her or its proxy
to the holder, and providing written notice of such revocation to the Company;
or (b) such shareholder is a beneficial shareholder that is not a recordholder,
then by sending written notice of such withdrawal to the recordholder and
providing written notice of such withdrawal to the Company.
If members of the Control
Shareholders group withdraw from the group such that less than 50% of the issued
and outstanding common stock of the Company remains subject to the Voting
Agreement or Mr. Vogel dies or becomes disabled, then the Voting Agreement will
automatically terminate and the Company will have until its next shareholder
meeting to comply with the Corporate Governance Rules.
The members of the
Control Shareholders group must file a joint Schedule 13D with the SEC promptly
after executing the Voting Agreement.
Item 9.01.
Financial Statements and Exhibits
The
following material is furnished pursuant to Item 9.01 as an exhibit to this
Current Report on Form 8-K.
(c) Exhibits
Exhibit Number
Description
10.1
Voting Agreement, dated as of October 31, 2004, by and among Lee M. Vogel, in
his capacity as Proxyholder, the beneficialholders, who in the aggregate have
the right to vote over 50% of the issued and outstanding shares of the common
stock, par value $1.25 per share (the "Common Stock") of Kansas City
Life Insurance Company, a Missouri legal reserve life insurance corporation and
are executing the Voting Agreement and the holders of record of the shares of
Common Stock who are executing the Voting Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KANSAS CITY LIFE INSURANCE COMPANY

                                           By: _______________________________

                                               William A. Schalekamp
                                               Senior Vice President, General Counsel & Secretary
Date:  November 3, 2004