FORM 5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported

Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *

BIXBY WALTER E

2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY LIFE INSURANCE CO [kcli]

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_X_ Director

_X_ 10% Owner

___ Officer (give title below)

___ Other (specify below)

 

(Last)

(First)

(Middle)

C/O KANSAS CITY LIFE INSURANCE CO
3520 BROADWAY

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)

  12/31/2005

(Street)

 

KANSAS CITY  MO  64111  

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned At End of Issuer's Fiscal Year
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Amount

(A) or (D)

Price

Common Stock, $1.25 par value

12/31/2005

 

J(1)(2)

12,817

A

(1)(2)

348,380

D(7)

 

Common Stock, $1.25 par value

12/31/2005

 

J(1)(2)

38,445

D

(1)(2)

2,510,826

I

See Footnotes(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

BIXBY WALTER E
C/O KANSAS CITY LIFE INSURANCE CO
3520 BROADWAY
KANSAS CITY MO 64111

X

X

 

 

Signatures

Walter E. Bixby, signed by William A. Schalekamp as power of attorney

 

02/10/2006

**Signature of Reporting Person

Date

Explanation of Responses:

(1)

(1) Effective on December 31, 2005, pursuant to the mandatory provisions of the agreement of WEB Interests, Ltd., a Texas
partnership (the "Partnership"), (a) an indirect pecuniary interest in 37,974 shares of common stock, $1.25 par value of
Kansas City Life Insurance Company ("Common Stock"), owned by the Partnership were transferred from Mr. Bixby in his
capacity as a co-trustee of the Walter E. Bixby, Jr. Revocable Trust dated July 28, 1999, as amended ("WEB Jr. Trust"), a
Class C limited partner of the Partnership, to the Class B limited partners; (b) an indirect pecuniary interest in 4 shares
of Common Stock owned by the Partnership was transferred from Mr. Bixby, as a general partner in his individual capacity, to
certain other partners

(2)

(1)(c) an indirect pecuniary interest in 12,817 shares were transferred to Mr. Bixby in his capacity as the sole trustee of
each of the GST Walter E. Bixby, III Trust and the Issue Trust for Walter E. Bixby III (collectively, the "WEB III Trusts"),
each as a Class B limited partner, from certain other partners, (d) an indirect pecuniary interest in 384 shares of Common
Stock owned by the Partnership were transferred from Mr. Bixby in his capacity as a co-trustee of the WEB Jr. Trust, a
general partner, to certain other partners, and (e) an indirect pecuniary interest in 83 shares of Common Stock owned by the
Partnership were transferred to Mr. Bixby in his capacity as co-trustee of the WEB Jr. Trust from the general partners to
the Class A limited partners;

(3)

(2) As a general partner of the Partnership, Mr. Bixby shares with the WEB Jr. Trust (a general partner of the Partnership)
and the other trustees of the WEB Jr. Trust (each of whom is also a general partner of the Partnership) the power to dispose
of all of the 2,358,340 shares of Common Stock owned by the Partnership. These shares include: (a) 1,996,766 shares for
which Mr. Bixby as a limited partner and a general partner of the Partnership, in his capacity as a co-trustee of the WEB
Jr. Trust, has an indirect pecuniary interest, (b) 200 shares for which Mr. Bixby as an individual general partner of the
Partnership has an indirect pecuniary interest, and (c) 120,325 shares for which Mr. Bixby as a limited partner, in his
capacity as the sole trustee of each of the WEB III Trusts, has an indirect pecuniary interest;

(4)

(3) As custodian for each of Walter E. Bixby, IV, Adam J. Bixby, and Kai M. Bixby under the Missouri Transfer to Minors law,
Mr. Bixby has the sole power to dispose of 21,796 shares, but disclaims any pecuniary interest;

(5)

(4) As a co-trustee of the Walter E. Bixby Descendants Trust with Angeline I. O'Connor and Robert Philip Bixby, Mr. Bixby
shares the power to dispose of 393,535 shares of Common Stock;

(6)

(5) These shares do not include beneficial ownership in any of Kansas City Life Insurance Company's benefit plans; and

(7)

(6) As reported on a Schedule 13D filed by the Bixby family group with the Securities and Exchange Commission on November 2,
2004, the sole voting power for all the shares described herein is held by Mr. Lee M. Vogel pursuant to a Voting Agreement
dated October 31, 2004.

 

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

*

If the form is filed by more than one reporting person, see Instruction 4(b)(v).

**

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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