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CORRESP
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4801 MAIN STREET SUITE 1000 KANSAS CITY, MO 64112

P.O. BOX 219777 KANSAS CITY, MO 64121-6777

TEL: (816) 983-8000 FAX: (816) 983-8080

WEBSITE: www.blackwellsanders.com

Kirstin Pace Salzman

DIRECT: (816) 983-8316

DIRECT FAX: (816) 983-8080

E-MAIL: ksalzman@blackwellsanders.com

June 22, 2005

VIA EDGAR AND HAND-DELIVERY

Mr.
Jeffrey B. Werbitt

Attorney-Advisor

Office of Merger and Acquisitions

United States Securities and Exchange Commission

Judiciary Plaza, 450 Fifth Street, N.W.

Washington, D.C. 20549

Re:Aquila, Inc.

Schedule TO-1

Filed
on June 2, 2005

File No. 005-40720 ("Schedule TO")

Registration Statement on Form S-4

Filed on June 2, 2005

File No. 333-125441 ("Registration Statement")

Dear
Mr. Werbitt:

        On
behalf of Aquila, Inc. (the "Company"), in connection with the above-referenced Schedule TO and Registration Statement, we are writing in response
to the Staff's comments on the Schedule TO and Registration Statement as set forth in your letter of June 15, 2005. For your convenience, we have repeated the substance of each comment along
with the Company's response thereto.

        The
Company has filed today via EDGAR Amendment No. 1 to the Schedule TO and Pre-Effective Amendment No. 1 to the Registration Statement.

        The
following constitute the Company's specific responses to the Staff's comments on the Schedule TO and Registration Statement:

KANSAS CITY, MISSOURI    •    ST. LOUIS, MISSOURI    •    OVERLAND PARK,
KANSAS    •    OMAHA, NEBRASKA

SPRINGFIELD, MISSOURI    •    EDWARDSVILLE, ILLINOIS    •    WASHINGTON, D.C.    •    LONDON, UNITED
KINGDOM

AFFILIATES: LEEDS    •    MANCHESTER

MEMBER OF THE WORLD SERVICES GROUP

Mr. Jeffrey B. Werbitt

June 22, 2005

Page 2

Schedule TO-1

General

1. We note that the premium offer ratio to be offered for validly tendered PIES is based on a formula tied to the daily volume weighted trading price at which a share of Aquila's common
stock trades during a specified period. Please revise to allow for two full business days following the pricing. Pursuant to Rule 14d-1(g)(3), "business day" consists of the time
period from 12:01 a.m. through 12:00 midnight. In this regard, we note that the offer expires at 5:00 pm. on the second business day after pricing. Further, please revise to confirm that you
will:

• Provide a toll-free number to allow security holders to determine, during the pricing period, a representative offer price calculated based on the formula as of
the date of the inquiry that includes only those trading days elapsed since the beginning of the pricing period; and

•Issue a press release to publicly announce the final offer price prior to the opening of trading on the second business day prior to expiration of
the offer. See TXU Corporation (letter dated September 13, 2004).

        The
Schedule TO and the prospectus included in the Registration Statement (the "Prospectus") have been revised (consistent with the TXU Corporation offer) to
indicate that the premium offer will expire at midnight, New York City time, on July 6, 2005, rather than 5:00 p.m., New York City time. The Company will issue a press release announcing
this change in the expiration date on the date it issues a press release announcing the aggregate number of shares each holder will be entitled to receive pursuant to the premium offer. The Company
further confirms that the Prospectus language has been revised to provide for a toll-free number a security holder can call to get information with respect to the calculation of the
Weighted Average Price as of the end of the immediately preceding business day (taking into account only those trading days that have elapsed during the measurement period). Furthermore, we have
revised the Prospectus to clarify the language regarding the issuance of a press release once the final Premium Offer Ratio is calculated.

2. We note the press release issued June 2, 2005, filed pursuant to Rule 425. Please advise us how you commenced this offer. See
Rule 13e-4(e)(2).

        The Company commenced the premium offer on June 3, 2005 by mailing or hand delivering the Prospectus and the Letter of Transmittal (filed as an exhibit to
the Registration Statement) to all brokers of the beneficial owners of the PIES as of June 1, 2005, and to the Depository Trust Company, which is the only holder of record of the PIES.

Mr.
Jeffrey B. Werbitt

June 22, 2005

Page 3

3. We note that you incorporate by reference the financial information required by Item 1010(a) of Regulation M-A. We also note that you provide some summary financial
information in your prospectus. Item 1010(c) of Regulation M-A requires that at least a complete summary of that information be disseminated to note holders.
See Instruction 6 to Item 10 of Schedule TO and Regulation M-A telephone interpretation H.7 available at www.sec.gov in the
July 2001 Supplement to the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations. It appears that you have not provided all of the required summary financial
information. Please revise the prospectus/offer document to include the financial information pursuant to Item 1010(c) of Regulation M-A or advise.

        The section of the Prospectus entitled "Selected Historical Consolidated Financial and Other Data" has been revised to include the information required by Item
1010(c) of Regulation M-A.

4. Please provide us your analysis why the pro forma information described in Item 1010(b) of Regulation M-A is not required.

        Certain pro forma information is set forth in the section of the Prospectus entitled "Summary – Capitalization." In addition, pro forma book
value per share information is included under the section of the Prospectus entitled "Market for Common Stock and PIES." Although the Company does not believe the pro forma information to be material
and believes that the relevant information was disclosed in the original filing, it has added a section entitled "Selected Unaudited Pro Forma Consolidated Financial and Other Data" in response to the
Staff's comments.

Registration Statement on Form S-4

Cover Page

5. You disclose that your offer will expire at 5:00 p.m. on July 6, 2005, unless Aquila terminates it earlier. You also refer to your "right to terminate the premium offer"
here and throughout your prospectus. Similarly, on page 32 you disclose that Aquila expressly reserves the right, in its sole discretion, to withdraw the premium offer. Since you do not reference the
occurrence of any listed offer condition, this language seems to imply that you may terminate the offer at will in your sole discretion and for any reason. Please note that it is our view that you may
terminate the offer only if one of the listed offer conditions so permits. Please confirm your understanding on a supplemental basis, and revise any disclosure to remove the implication that the offer
is illusory.

        The Company confirms its understanding that it may only terminate the premium offer if one of the listed conditions is not satisfied. The Prospectus has been
revised to clarify this point.

Mr.
Jeffrey B. Werbitt

June 22, 2005

Page 4

Questions and answers about the Premium Offer, page 12

 Will we accept all validly tendered PIES?, page 14

6. We refer you to the disclosure that Aquila "reserve[s] the right to delay acceptance of tendered PIES for any reason." You similarly disclose on page 32 and 35
that you expressly reserve the right, in your sole discretion, to delay acceptance of PIES tendered under the premium offer or the payment of the
conversion premium, at any time for any reason and that you expressly reserve the right, at any time or from time to time, to delay the acceptance for
conversion of PIES for administrative purposes, respectively. Please note that payment may only be delayed in anticipation of governmental regulatory approvals, not to effect general legal compliance.
Also, you may not delay payment while you wait to satisfy an offer condition. Please revise the examples cited above and elsewhere in the document where similar disclosure is presented.

        The Prospectus has been revised to clarify that the Company may only delay acceptance of validly tendered PIES (i) to determine whether such PIES were
validly tendered, (ii) if acceptance by us would be unlawful, or (iii) if any condition to the premium offer has not been satisfied. Further, the Prospectus has been revised to clarify
that once the Company accepts PIES that are validly tendered, it will promptly deliver the consideration therefor.

 Conditions to the Premium Offer, page 34

7. We are concerned that some of the listed offer conditions are so broadly drafted as to potentially render this offer illusory, and to make it impossible for an Aquila PIE holder to
determine what events or occurrences will allow you to terminate it. Please revise the third bullet point that refers to any threatened action or
proceeding before or by any court and the fourth bullet point that addresses proposed actions and events that  might prohibit,
prevent, restrict or delay consummation of the premium offer. These conditions appear to contain excessive subjective elements. Also,
revise to quantify the material adverse change in price of your common stock that may trigger a condition under the sixth bullet point.

        The Prospectus has been amended to eliminate the subjective nature of the conditions. In addition, the Company has deleted the condition that there be no material
adverse change in the condition of the price of its common stock.

Mr.
Jeffrey B. Werbitt

June 22, 2005

Page 5

 Extension, delay in acceptance, amendment or termination, page 35

8. In the seventh paragraph of this section your statement that you have "no obligation to publish, advertise or otherwise communicate" a change in the offer other than by press release
is inconsistent with your potential obligations under Rule 13e-4(e)(3). Depending on the materiality of the new information, you may be required to disseminate in a manner other
than a press release. Please confirm your understanding.

        The Company confirms that it understands that if a material change occurs in the information previously sent to security holders that it may be required to
disseminate such information in a method reasonably calculated to inform the security holders of the change, which may mean disseminating the information other than through a press release.

 United States Federal Income Tax Consequences, page 59

9. We note that counsel has provided a short form opinion. Please revise the discussion under this heading to indicate that it is the opinion of counsel. The opinion filed as an exhibit
to the registration statement should confirm that the opinion set forth under this heading is the opinion of counsel. It is not acceptable for the opinion, or the prospectus, to state that the
discussion in the prospectus is correct and fairly summarizes the tax laws or consequences.

        The Prospectus has been revised to indicate that the discussion regarding United States Income Tax Consequences is the opinion of counsel. In addition, the
opinion filed as Exhibit 8.1 to the Registration Statement has been modified to confirm the opinions set forth in the Prospectus.

        Should
you have any questions or comments regarding the foregoing, please call the undersigned at (816) 983-8316.

Sincerely,

/s/ Kirstin Pace Salzman

Kirstin Pace Salzman

KPS/dg

cc:Christopher
M. Reitz, Esq., Aquila, Inc.

William S. Lamb, Esq., LeBoeuf, Lamb, Green & McRae, L.L.P.