Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ~~~~~~~~~~~~~
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                  ~~~~~~~~~~~~~~
                              UTILICORP UNITED INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 44-0541877
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)
                              20 West Ninth Street
                        Kansas City, Missouri 64105-1711
              (Address of Registrant's principal executive offices)
                              UTILICORP UNITED INC.
                 AMENDED AND RESTATED 1986 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              Richard C. Green, Jr.
                              UtiliCorp United Inc.
                              20 West Ninth Street
                        Kansas City, Missouri 64105-1711
                                 (816) 421-6600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a copy to:
                             Dennis P. Wilbert, Esq.
                       Blackwell Sanders Peper Martin LLP
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
Tile of securities      Amount to be    maximum      maximum       Amount of
to be registered        Registered      offering     aggregate     Registration
                                        price per    offering      fee
                                        share (1)    price (1)
--------------------------------------------------------------------------------
Common Stock, par value  4,500,000      $19.0938     $85,921,875    $22,684
$1.00 per share
--------------------------------------------------------------------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) under the Securities  Act of 1933. The maximum  offering
price  per  share is  based on the  average  of the high and low  prices  of the
Registrant's  Common  Stock as listed on the New York Stock  Exchange on January
14, 2000.

<PAGE>

                                EXPLANATORY NOTE

The purpose of this Registration  Statement is to register 4,500,000  additional
shares of Common Stock, par value $1.00 per share, of UtiliCorp United Inc. (the
"Company"),  issuable  pursuant to the Company's Amended and Restated 1986 Stock
Incentive  Plan.  In  accordance  with  General  Instruction  E of Form S-8, the
contents  of  the  Registration   Statement  on  Form  S-8  (No.  33-38670)  are
incorporated herein by reference.

Item 8:   exhibits

5        Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1     Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2     Consent of Arthur Andersen LLP, Kansas City, Missouri, independent
         public accountants.
24       Power of Attorney.
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Kansas City, State of Missouri, on January 19, 2000.

                                        UTILICORP UNITED INC.



                                        By: /s/ Dale J. Wolf
                                            Dale J. Wolf
                                            Vice President-Finance, Treasurer
                                            and Corporate Secretary


Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated:


          SIGNATURE                              TITLE

Richard C. Green, Jr.*             Chairman of the Board and Chief Executive
                                   Officer (Principal Executive Officer)


/s/ Peter Lowe
Peter Lowe                         Chief Financial Officer and Chief Accounting
                                   Officer (Principal Financial Officer and
                                   Principal Accounting Officer)

Richard C. Green, Jr.*     )
Irvine O. Hockaday, Jr.*   )
John R. Baker*             )
Herman Cain*               )
Robert K. Green*           )        A majority of the Board of Directors
Avis G. Tucker*            )
Robert F. Jackson, Jr.*    )
L. Patton Kline*           )
Stanley O. Ikenberry*      )


*By: /s/ Dale J. Wolf
         Dale J. Wolf

          As  attorney-in-fact  for the  above-named  officers and  directors
          pursuant to powers of attorney duly executed by such persons.

<PAGE>


                                                                      Exhibit 5

               --------------------------------------------------
                LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
               --------------------------------------------------

                                January 19, 2000


UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105-1711

Ladies and Gentlemen:

     We refer to the  Registration  Statement  of  UtiliCorp  United  Inc.  (the
"Registrant")  on  Form  S-8  to be  filed  with  the  Securities  and  Exchange
Commission for the purpose of  registering  under the Securities Act of 1933, as
amended, an additional  4,500,000 shares of the Registrant's Common Stock, $1.00
par value (the "Common  Stock"),  to be issued under the  UtiliCorp  United Inc.
Amended and Restated 1986 Stock  Incentive  Plan (the  "Plan").

     We are familiar with the  proceedings to date with respect to such proposed
sale and have examined such documents,  corporate  records and other instruments
as we have deemed  necessary or  appropriate  in  connection  with this opinion.
Based upon and subject to the  foregoing,  it is our opinion that the additional
4,500,000  shares  of Common  Stock to be  issued  under the Plan have been duly
authorized,  and, when  purchased in accordance  with the Plan,  will be legally
issued,  fully paid and non-assessable.

     We hereby  consent to the  filing of this  opinion as Exhibit 5 to the
Registration  Statement.

                                        Very truly yours,


                                        /s/ Blackwell Sanders Peper Martin LLP

<PAGE>

                                                                 Exhibit 23.2

                        ---------------------------------
                        LETTERHEAD OF ARTHUR ANDERSEN LLP
                        ---------------------------------



CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent to the incorporation
by  reference  in  this   Registration Statement on Form S-8, used to register
4,500,000 shares of Common  Stock of  UtiliCorp  United Inc. of our report dated
February 1, 1999, included in UtiliCorp United Inc.'s Annual Report on Form 10-K
for the year ended  December  31,  1998, and  to  all   references   to  our
firm  included  in  the Registration Statement.


                                           /s/ Arthur Andersen LLP


Kansas City, Missouri
January 17, 2000

<PAGE>

                                                                      Exhibit 24

                                POWER OF ATTORNEY

     We, the  undersigned  Directors  and Officers of UtiliCorp  United Inc., do
hereby name,  constitute and appoint  Richard C. Green,  Jr., Robert K. Green or
Dale  J.  Wolf,  our  agent  and  attorney-in-fact,  for  each  of us and in our
respective  behalves  as  Directors  and/or  Officers,  to sign  and  execute  a
Registration Statement on Form S-8, and any amendments thereto,  relating to the
registration  with the  Securities  and  Exchange  Commission  of not more  than
4,500,000  shares of Common Stock of UtiliCorp United Inc. to be issued pursuant
to the UtiliCorp  United Inc. 1986 Amended and Restated  Stock  Incentive  Plan.
Executed this 4th day of August, 1999.

/s/ Richard C. Green, Jr.                         /s/ Avis G. Tucker
-------------------------------                   ------------------------------
RICHARD C. GREEN, JR.                             AVIS G. TUCKER

/s/ Irvine O. Hockaday, Jr.                       /s/ Robert F. Jackson, Jr.
-------------------------------                   ------------------------------
IRVINE O. HOCKADAY, JR.                           ROBERT F. JACKSON, JR.

/s/ John R. Baker                                 /s/ L. Patton Kline
-------------------------------                   ------------------------------
JOHN R. BAKER                                     L. PATTON KLINE

/s/ Herman Cain                                   /s/ Stanley O. Ikenberry
-------------------------------                   ------------------------------
HERMAN CAIN                                       STANLEY O. IKENBERRY

/s/ Robert K. Green                               /s/ Dale J. Wolf
-------------------------------                   ------------------------------
ROBERT K. GREEN                                   DALE J. WOLF

/s/ James S. Brook
-------------------------------
JAMES S. BROOK
[{"type": "S-8", "sequence": "1", "description": "UTILICORP UNITED INC.", "secsgml_size_bytes": 10073}]
{"company-data": {"conformed-name": "UTILICORP UNITED INC", "cik": "0000066960", "assigned-sic": "4931", "irs-number": "440541877", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94955", "film-number": "509566"}, "business-address": {"street1": "20 WEST NINTH STREET", "street2": "911 MAIN STE 3000", "city": "KANSAS CITY", "state": "MO", "zip": "64105-1711", "phone": "8164216600"}, "mail-address": {"street1": "PO BOX 13287", "city": "KANSAS CITY", "state": "MO", "zip": "64199-3287"}, "former-company": {"former-conformed-name": "MISSOURI PUBLIC SERVICE CO", "date-changed": "19850516"}}
Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ~~~~~~~~~~~~~
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                  ~~~~~~~~~~~~~~
                              UTILICORP UNITED INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 44-0541877
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)
                              20 West Ninth Street
                        Kansas City, Missouri 64105-1711
              (Address of Registrant's principal executive offices)
                              UTILICORP UNITED INC.
                 AMENDED AND RESTATED 1986 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              Richard C. Green, Jr.
                              UtiliCorp United Inc.
                              20 West Ninth Street
                        Kansas City, Missouri 64105-1711
                                 (816) 421-6600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a copy to:
                             Dennis P. Wilbert, Esq.
                       Blackwell Sanders Peper Martin LLP
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
Tile of securities      Amount to be    maximum      maximum       Amount of
to be registered        Registered      offering     aggregate     Registration
                                        price per    offering      fee
                                        share (1)    price (1)
--------------------------------------------------------------------------------
Common Stock, par value  4,500,000      $19.0938     $85,921,875    $22,684
$1.00 per share
--------------------------------------------------------------------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) under the Securities  Act of 1933. The maximum  offering
price  per  share is  based on the  average  of the high and low  prices  of the
Registrant's  Common  Stock as listed on the New York Stock  Exchange on January
14, 2000.
EXPLANATORY NOTE

The purpose of this Registration  Statement is to register 4,500,000  additional
shares of Common Stock, par value $1.00 per share, of UtiliCorp United Inc. (the
"Company"),  issuable  pursuant to the Company's Amended and Restated 1986 Stock
Incentive  Plan.  In  accordance  with  General  Instruction  E of Form S-8, the
contents  of  the  Registration   Statement  on  Form  S-8  (No.  33-38670)  are
incorporated herein by reference.

Item 8:   exhibits

5        Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1     Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2     Consent of Arthur Andersen LLP, Kansas City, Missouri, independent
         public accountants.
24       Power of Attorney.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Kansas City, State of Missouri, on January 19, 2000.

                                        UTILICORP UNITED INC.

                                        By: /s/ Dale J. Wolf
                                            Dale J. Wolf
                                            Vice President-Finance, Treasurer
                                            and Corporate Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated:

          SIGNATURE                              TITLE

Richard C. Green, Jr.*             Chairman of the Board and Chief Executive
                                   Officer (Principal Executive Officer)

/s/ Peter Lowe
Peter Lowe                         Chief Financial Officer and Chief Accounting
                                   Officer (Principal Financial Officer and
                                   Principal Accounting Officer)

Richard C. Green, Jr.*     )
Irvine O. Hockaday, Jr.*   )
John R. Baker*             )
Herman Cain*               )
Robert K. Green*           )        A majority of the Board of Directors
Avis G. Tucker*            )
Robert F. Jackson, Jr.*    )
L. Patton Kline*           )
Stanley O. Ikenberry*      )

*By: /s/ Dale J. Wolf
         Dale J. Wolf

          As  attorney-in-fact  for the  above-named  officers and  directors
          pursuant to powers of attorney duly executed by such persons.
Exhibit 5

               --------------------------------------------------
                LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
               --------------------------------------------------

                                January 19, 2000

UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105-1711

Ladies and Gentlemen:

     We refer to the  Registration  Statement  of  UtiliCorp  United  Inc.  (the
"Registrant")  on  Form  S-8  to be  filed  with  the  Securities  and  Exchange
Commission for the purpose of  registering  under the Securities Act of 1933, as
amended, an additional  4,500,000 shares of the Registrant's Common Stock, $1.00
par value (the "Common  Stock"),  to be issued under the  UtiliCorp  United Inc.
Amended and Restated 1986 Stock  Incentive  Plan (the  "Plan").

     We are familiar with the  proceedings to date with respect to such proposed
sale and have examined such documents,  corporate  records and other instruments
as we have deemed  necessary or  appropriate  in  connection  with this opinion.
Based upon and subject to the  foregoing,  it is our opinion that the additional
4,500,000  shares  of Common  Stock to be  issued  under the Plan have been duly
authorized,  and, when  purchased in accordance  with the Plan,  will be legally
issued,  fully paid and non-assessable.

     We hereby  consent to the  filing of this  opinion as Exhibit 5 to the
Registration  Statement.

                                        Very truly yours,

                                        /s/ Blackwell Sanders Peper Martin LLP
Exhibit 23.2

                        ---------------------------------
                        LETTERHEAD OF ARTHUR ANDERSEN LLP
                        ---------------------------------

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent to the incorporation
by  reference  in  this   Registration Statement on Form S-8, used to register
4,500,000 shares of Common  Stock of  UtiliCorp  United Inc. of our report dated
February 1, 1999, included in UtiliCorp United Inc.'s Annual Report on Form 10-K
for the year ended  December  31,  1998, and  to  all   references   to  our
firm  included  in  the Registration Statement.

                                           /s/ Arthur Andersen LLP

Kansas City, Missouri
January 17, 2000
Exhibit 24

                                POWER OF ATTORNEY

     We, the  undersigned  Directors  and Officers of UtiliCorp  United Inc., do
hereby name,  constitute and appoint  Richard C. Green,  Jr., Robert K. Green or
Dale  J.  Wolf,  our  agent  and  attorney-in-fact,  for  each  of us and in our
respective  behalves  as  Directors  and/or  Officers,  to sign  and  execute  a
Registration Statement on Form S-8, and any amendments thereto,  relating to the
registration  with the  Securities  and  Exchange  Commission  of not more  than
4,500,000  shares of Common Stock of UtiliCorp United Inc. to be issued pursuant
to the UtiliCorp  United Inc. 1986 Amended and Restated  Stock  Incentive  Plan.
Executed this 4th day of August, 1999.

/s/ Richard C. Green, Jr.                         /s/ Avis G. Tucker
-------------------------------                   ------------------------------
RICHARD C. GREEN, JR.                             AVIS G. TUCKER

/s/ Irvine O. Hockaday, Jr.                       /s/ Robert F. Jackson, Jr.
-------------------------------                   ------------------------------
IRVINE O. HOCKADAY, JR.                           ROBERT F. JACKSON, JR.

/s/ John R. Baker                                 /s/ L. Patton Kline
-------------------------------                   ------------------------------
JOHN R. BAKER                                     L. PATTON KLINE

/s/ Herman Cain                                   /s/ Stanley O. Ikenberry
-------------------------------                   ------------------------------
HERMAN CAIN                                       STANLEY O. IKENBERRY

/s/ Robert K. Green                               /s/ Dale J. Wolf
-------------------------------                   ------------------------------
ROBERT K. GREEN                                   DALE J. WOLF

/s/ James S. Brook
-------------------------------
JAMES S. BROOK