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 (Date of earliest event reported):
                              July 19, 1994
                                    
                  KANSAS CITY SOUTHERN INDUSTRIES. INC.            
      (Exact name of registrant as specified in its charter)      



    DELAWARE                  1-4717              44-0663509   
(State or other juris-   (Commission file       (IRS Employer 
diction of incorporation)     number)       Identification number)

           114 West 11th Street, Kansas City, Missouri  64105
             (Address of principal executive offices)  (Zip Code)
                                    
           Reqistrant's telephone number, including area code:
                             (816) 556-0303
                                    
                                   N/A
      (Former name or former address if changed since last report)
<PAGE>
Item 5. Other Events.

On July 18, 1994, Kansas City Southern Industries, Inc. ("Registrant") entered
into a letter of intent with Illinois Central Corporation ("IC") for the
merger of the Registrant with and into IC.  The merger would be preceded by a
spin-off of the Registrant's non-transportation operations.

Additionally, on July 19, 1994, the Registrant announced that its wholly-owned
subsidiary DST Systems, Inc. and Kemper Financial Services, Inc. had entered
into a letter of intent for the acquisition of their jointly owned affiliate,
Investors Fiduciary Trust Company by State Street Boston Corporation.

Additional details of these proposed transactions are more fully described in
the attached exhibits submitted pursuant to item 7.






Item 7.  Financial Statements and Exhibits


  (c)   Exhibits.

        Exhibit No.                Document

        (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation
           or Succession 
           2.1           Letter of Intent, dated July 18, 1994, between
                         Kansas City Southern Industries, Inc. and
                         Illinois Central Corporation


        (99)  Additional Exhibits
           99.1          Press Release, dated July 19, 1994
           99.2          Press Release, dated July 19, 1994

        


                                                          
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         Kansas City Southern Industries, Inc.

Date:  July 29, 1994      By:    /s/ Joseph D. Monello   

                                 Joseph D. Monello
                               Vice President & Chief Financial Officer
<PAGE>
                              Exhibit Index


Exhibit No.                     Document                Page No.

  2.1             Letter of Intent dated July 18, 1994,      3
                  between Kansas City Southern Industries,
                  Inc. and Illinois Central Corporation

  99.1            Press Release, dated July 19, 1994         7

  99.2            Press Release, dated July 19, 1994        10
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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 (Date of earliest event reported):
                              July 19, 1994
                                    
                  KANSAS CITY SOUTHERN INDUSTRIES. INC.            
      (Exact name of registrant as specified in its charter)      

    DELAWARE                  1-4717              44-0663509   
(State or other juris-   (Commission file       (IRS Employer 
diction of incorporation)     number)       Identification number)

           114 West 11th Street, Kansas City, Missouri  64105
             (Address of principal executive offices)  (Zip Code)
                                    
           Reqistrant's telephone number, including area code:
                             (816) 556-0303
                                    
                                   N/A
      (Former name or former address if changed since last report)
Item 5. Other Events.

On July 18, 1994, Kansas City Southern Industries, Inc. ("Registrant") entered
into a letter of intent with Illinois Central Corporation ("IC") for the
merger of the Registrant with and into IC.  The merger would be preceded by a
spin-off of the Registrant's non-transportation operations.

Additionally, on July 19, 1994, the Registrant announced that its wholly-owned
subsidiary DST Systems, Inc. and Kemper Financial Services, Inc. had entered
into a letter of intent for the acquisition of their jointly owned affiliate,
Investors Fiduciary Trust Company by State Street Boston Corporation.

Additional details of these proposed transactions are more fully described in
the attached exhibits submitted pursuant to item 7.

Item 7.  Financial Statements and Exhibits

  (c)   Exhibits.

        Exhibit No.                Document

        (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation
           or Succession 
           2.1           Letter of Intent, dated July 18, 1994, between
                         Kansas City Southern Industries, Inc. and
                         Illinois Central Corporation

        (99)  Additional Exhibits
           99.1          Press Release, dated July 19, 1994
           99.2          Press Release, dated July 19, 1994

        

                                                          
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         Kansas City Southern Industries, Inc.

Date:  July 29, 1994      By:    /s/ Joseph D. Monello   

                                 Joseph D. Monello
                               Vice President & Chief Financial Officer
Exhibit Index

Exhibit No.                     Document                Page No.

  2.1             Letter of Intent dated July 18, 1994,      3
                  between Kansas City Southern Industries,
                  Inc. and Illinois Central Corporation

  99.1            Press Release, dated July 19, 1994         7

  99.2            Press Release, dated July 19, 1994        10