SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM S-8
                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                              DST SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

       DELAWARE                                     43-1581814
 (State of Incorporation)                 (I.R.S. Employer Identification No.)

                 1055 Broadway, Kansas City, Missouri   64105
                   (Address of  Principal Executive  Office)

        DST SYSTEMS, INC. 1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
                           (Full title of the plan)

                           ROBERT C. CANFIELD, ESQ.
             Senior Vice President, General Counsel and Secretary
                              DST Systems, Inc.
                                1055 Broadway
                         Kansas City, Missouri 64105
                                (816) 435-6568
          (Name, address and telephone number of agent for service)

                                   Copy to:
                             JOHN F. MARVIN, ESQ.
                             DIANE M. BONO, ESQ.
                            Watson & Marshall L.C.
                              1010 Grand Avenue
                       Kansas City, Missouri 64106-2271

  <TABLE>
  CALCULATION OF REGISTRATION FEE
  <CAPTION>
  Title of       Amount              Proposed  Proposed       Amount of 
  securities to  to be               maximum   maximum        registration
  be registered  registered <F1>     offering  aggregate      fee <F2>
                                     price per offering 
                                     share     price
  <S>            <C>                 <C>       <C>            <C>
  Common Stock 
  $0.01 par 
  value          2,238,800 <F2>      $21.00     $47,014,800.00     $16,213
                    16,000 <F2>      $32.69        $523,040.00        $181
                    29,500 <F2>      $35.5625    $1,049,093.75        $362
                    16,000 <F2>      $35.3125      $565,000.00        $195
                 3,699,700 <F2>      $34.6875  $128,333,343.75     $44,254

                                               $177,485,277.50     $61,205
  <FN>
  <F1>
  Also  registered  hereunder are  an  indeterminate  number of  additional
  shares that  may be  necessary to  adjust the  number of shares  issuable
  pursuant  to the  DST Systems,  Inc. 1995  Stock  Option and  Performance
  Award Plan as the  result of any stock  split, stock dividend or  similar
  adjustment of the outstanding Common Stock of the Company.

  <F2>
  The amount  of the registration fee is  estimated in accordance with Rule
  457(h).  It was assumed  that 2,238,800 shares, as to which  options have
  been granted  and have not been  cancelled or otherwise  forfeited, would
  be  purchased at the option price specified for such shares of $21.00 per
  share.  It was assumed that  16,000 shares, as to which options have been
  granted,  would be  purchased  at the  option  price specified  for  such
  shares of $32.69  per share.   It was assumed  that 29,500 shares, as  to
  which options have been granted,  would be purchased at the  option price
  specified for  such shares of  $35.5625 per share.   It was  assumed that
  16,000 shares, as to which options have  been granted, would be purchased
  at  the option  price specified  for such  shares of $35.3125  per share.
  The price per share  of 3,699,700 shares, which  have not been issued  or
  granted under  the DST  Systems, Inc. 1995  Stock Option and  Performance
  Award  Plan is estimated to be $34.6875  (the average of the high and low
  prices  of the Registrant's Common Stock on  May 16, 1996, as reported by
  the New York Stock Exchange).
  </FN>
  </TABLE>                                                                 
                     The index to Exhibits is on page 10.
                                 Page 1 of 28
<PAGE>
                                   Part II

              Information Required in the Registration Statement

  Item 3.   Incorporation of Documents by Reference.

       The following documents  heretofore filed by DST Systems,  Inc. (the
  "Company")   with   the   Securities   and   Exchange   Commission   (the
  "Commission") are incorporated herein by reference:

       (a)  Annual Report on  Form 10-K for the fiscal year  ended December
            31, 1995 (Commission File No. 1-14036);

       (b)  Quarterly Report on  Form 10-Q for the quarter ended  March 31,
            1996 (Commission File No. 1-14036);

       (c)  Current Reports on  Form 8-K dated January 25, 1996,  March 15,
            1996, April  23, 1996 and April  30, 1996 (Commission  File No.
            1-14036); 

       (d)  The description  of  Common Stock  contained  in the  Company's
            Registration Statement  No. 1-14036, filed on October 30, 1995,
            pursuant to Section 12 of the Securities  Exchange Act of 1934,
            as amended,  and  in the  Company's  Registration Statement  on
            Form   S-1  (Registration   No.  33-96526),   filed   with  the
            Securities and  Exchange  Commission, as  amended, including  a
            prospectus dated  October  31,  1995  filed  pursuant  to  Rule
            424(b)  which  description  is  incorporated  by  reference  in
            Registration Statement No. 1-14036.

       All  documents   subsequently  filed  by  the  Company  pursuant  to
  Sections 13(a),  13(c), 14  or 15(d)  of the Securities  Exchange Act  of
  1934, prior to  the filing of a post-effective amendment  which indicates
  that  all securities  offered have  been sold  or  which deregisters  all
  securities then remaining  unsold, shall be deemed to be  incorporated by
  reference  in this Registration  Statement and to  be a  part hereof from
  the date of filing of such documents.

  Item 4.   Description of Securities.

       Not Applicable.

  Item 5.   Interests of Named Experts and Counsel.

       Not Applicable.

  Item 6.   Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law  of the State of Delaware
  (the  "Delaware Corporation  Law") provides  that a  Delaware corporation
  may indemnify  directors  and  officers  and  certain  other  individuals
  against  expenses  (including  attorneys'  fees),  judgments,  fines  and
  amounts paid in  settlement actually and reasonably incurred by  any such
  person in connection  with any  threatened, pending or  completed action,
  suit or  proceeding (other  than  an action  by or  in the  right of  the
  corporation) in  which such person  is involved because such  person is a
  director or officer  of the  corporation, if  such person  acted in  good
  faith and in a manner  that such person reasonably  believed to be in  or
  not opposed to the  best interests of the  corporation and, with  respect
  to any criminal action or proceeding, had  no reasonable cause to believe
  such person's conduct was unlawful.  No indemnification shall  be made to
  an  officer or  director or  other qualified  individual  if such  person
  shall  have been adjudged  to be  liable to  the corporation  unless such
  person acted in good  faith and in a  manner that such person  reasonably
  believed  to  be  in  or  not  opposed  to  the  best  interests  of  the
  corporation and only  to the extent the Court of Chancery of the State of
  Delaware  or  the  court  in  which  such  action or  suit  was  brought,
  determines that  despite the  adjudication  of liability  such person  is
  fairly and reasonably  entitled to such indemnification.  If  such person
  is successful on  the merits or otherwise in defense  of any action, then
  Section  145  provides  that such  person  shall  be indemnified  against
  expenses including  attorneys' fees actually  and reasonably  incurred by
  that person in  connection therewith.  Section 102(b)(7) of  the Delaware
  Corporation  Law provides that  the liability  of a  director may  not be
  limited  or eliminated for the breach of  such director's duty of loyalty
  to  the corporation or its  stockholders, for such director's intentional
  acts or omissions not in good  faith, for such director's concurrence  in
  or vote for an unlawful payment of a dividend  or unlawful stock purchase
  or  redemption  or for  any  improper  personal benefit  derived  by  the
  director from any transaction.

       The  Company's   certificate  of  incorporation  provides  that  the
  directors  and  officers of  the  Company  shall be  indemnified  to  the
  maximum  extent  permitted  by  law  against  expenses  incurred by  such
  individuals in defending a civil or criminal  action, suit or proceeding,
  and such  expenses shall be paid  by the Company in  advance of the final
  disposition  of  such action,  suit  or  proceeding upon  receipt  of  an
  undertaking  by or on  behalf of  the director or  officer to  repay such
  amount if it  is ultimately determined  that the director  or officer  is
  not  entitled to  be indemnified  by  the Company  as  authorized by  the
  Delaware Corporation  Law.   The foregoing  right of indemnification  and
  advancement  of  expenses  is  not  exclusive  of  any  other  rights  of
  indemnification  and advancement of expenses to which any such individual
  may   be  entitled   by  bylaw,  agreement,   vote  of   stockholders  or
  disinterested directors or otherwise.  The  Company's bylaws provide that
  except as indicated in its certificate of  incorporation, the Company may
  indemnify  any  director,  officer,  employee  or  agent of  the  Company
  against  expenses,  including   attorneys'  fees,  judgments,  fines  and
  amounts  paid  in settlement  actually  and reasonably  incurred  by such
  person  in connection  with any  threatened, pending  or completed  legal
  proceeding, other than  an action by or  in the right of the  Company, in
  which  such  person  is  involved because  such  person  is  a  director,
  officer, employee or agent  of the Company if  such person acted in  good
  faith  and in a  manner such person reasonably  believed to be  in or not
  opposed  to the  best interests of  the Company, and  with respect to any
  criminal action  or proceeding, had no  reasonable cause to  believe such
  person's conduct  was unlawful.  The  bylaws further provide  that except
  as  indicated in  the  certificate  of  incorporation,  the  Company  may
  indemnify its  directors, officers, employees or agents against expenses,
  including  attorneys' fees, and amounts  paid in settlement, actually and
  reasonably  incurred  by  such  person  in  connection  with  defense  or
  settlement of any threatened,  pending or completed action or suit  by or
  in the right of the  Company if such person acted in good faith  and in a
  manner  such person  reasonably believed to  be in or  not opposed to the
  best interests  of the Company; except  that no indemnification  shall be
  made in respect  to any claim,  issue or matter  as to which  such person
  shall have been adjudged liable to the Company unless  the court in which
  the action or suit was  brought determines that such person is fairly and
  reasonably entitled  to such  indemnification.   If such  individuals are
  successful on the merits or  otherwise in defense of any action,  suit or
  proceeding  referred to in the Company's bylaws  or in the defense of any
  claim, issue  or matter therein,  such individuals shall be  indemnified.
  Such expenses incurred in  defending a civil or criminal action,  suit or
  proceeding  may  be  paid  by  the  Company  in  advance   of  the  final
  disposition  of such  action, suit  or proceeding  as  authorized by  the
  Company's  board of directors  in the  specific case  upon receipt  of an
  undertaking  by or on behalf of the  director, officer, employee or agent
  to repay such amount unless it is  ultimately determined that such person
  is  entitled to  be  indemnified by  the  Company  as authorized  in  the
  Company's bylaws.  The foregoing indemnification is  not exclusive of any
  other  rights to  which  those seeking  indemnification  may be  entitled
  under any  agreement, vote of the stockholders or disinterested directors
  or otherwise, both  as to the  action in such person's  official capacity
  and as  to action  in another  capacity  while holding  such office,  and
  shall continue as to a  person who has ceased to be a  director, officer,
  employee or agent and shall inure to the benefit  of the heirs, executors
  and administrators of such person.

       The Company maintains a policy of insurance  under which the insurer
  will, subject to  certain conditions,  defend the directors  and officers
  of the Company against and  indemnify them from any liability incurred in
  their capacities as such.  

  Item 7.   Exemption from Registration Claimed.

            Not applicable.

  Item 8.   Exhibits.

       The   Index  to  Exhibits  is  on  page  10  below.    All  exhibits
  incorporated by reference are incorporated pursuant to Rule 12b-32.

       (4)  Instruments  defining the rights of security holders, including
  indentures.

            Article FOURTH of  the Company's Certificate of  Incorporation,
            which is attached as Exhibit 3.1 to  the Company's Registration
            Statement  on  Form S-1,  File  No.  33-96526, incorporated  by
            reference as Exhibit 4.1 hereto.

            Registration Rights  Agreement dated  October 24, 1995  between
            the Company  and Kansas City  Southern Industries,  Inc., which
            is attached  as  Exhibit  4.1  to  the  Company's  Registration
            Statement  on  Form S-1,  File  No.  33-96526, incorporated  by
            reference as Exhibit 4.2 hereto.

            Registration Rights Agreement  dated October  31, 1995  between
            the Company and  UMB Bank, N.A., as Trustee under  the Employee
            Stock Ownership Plan (1995  Restatement) is attached hereto  as
            Exhibit 4.3.

            Rights  Agreement dated October 6, 1995 between the Company and
            State  Street Bank  and  Trust Company,  which  is attached  as
            Exhibit 4.4 to the Company's Registration  Statement on Form S-
            1, File No. 33-96526, incorporated by reference  as Exhibit 4.4
            hereto.

       (5)  Opinion re legality.

            The  opinion   of  the  Registrant's  counsel, including its
            consent, is attached hereto as Exhibit 5.

       (15) Letter re unaudited interim financial information.

            Not applicable.

       (23) Consents of experts and counsel.

            The  consent  of  the Registrant's  independent  accountants is
            attached hereto as Exhibit 23.1.

            The  consent of  the  Registrant's counsel  is included  in the
            counsel's opinion attached hereto as Exhibit 5.

       (24) Power of attorney.

            The power of  attorney from the directors  and certain officers
            is set forth on the signature page.

       (28) Information from  reports filed with state insurance regulatory
            authorities.

            Not applicable.

       (99) Additional exhibits.

            The DST Systems, Inc. 1995  Stock Option and Performance  Award
            Plan,  which  is attached  as  Exhibit  10.3 to  the  Company's
            Registration  Statement  on  Form   S-1,  File  No.   33-96526,
            incorporated by reference as Exhibit 99 hereto.

  Item 9.   Undertakings.

  (a)  The undersigned registrant hereby undertakes:

       (1)  To  file, during any period in  which offers or sales are being
  made, a post-effective amendment to this registration statement:

            (i)  To include  any prospectus required by section 10(a)(3) of
       the Securities Act of 1933, as amended (the "Securities Act");

            (ii) To  reflect in the prospectus  any facts or events arising
       after the effective date of the registration  statement (or the most
       recent post-effective  amendment thereof) which, individually  or in
       the  aggregate, represent  a fundamental  change in  the information
       set forth  in  the  registration  statement.    Notwithstanding  the
       foregoing, any increase or decrease in volume of securities  offered
       (if the  total dollar value of  securities offered would  not exceed
       that  which was registered) and  any deviation from  the low or high
       end of the estimated  maximum offering range may be reflected in the
       form  of  prospectus  filed  with the  Commission  pursuant  to Rule
       424(b)  if,  in the  aggregate,  the  changes in  volume  and  price
       represent  no  more than  a  20%  change in  the  maximum  aggregate
       offering price set  forth in  the "Calculation of  Registration Fee"
       table in the effective registration statement; and

            (iii) To include  any material information with respect  to the
       plan of  distribution not previously  disclosed in  the registration
       statement  or  any  material  change  to  such  information  in  the
       registration statement;

            PROVIDED,  HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii) do
       not apply  if the information  required to  be included  in a  post-
       effective  amendment by  those paragraphs  is contained  in periodic
       reports filed with or furnished to the  Commission by the registrant
       pursuant to section  13 or section 15(d) of the  Securities Exchange
       Act of 1934,  as amended (the "Exchange Act") that  are incorporated
       by reference in the registration statement.

       (2)  That, for  the purpose of  determining any liability under  the
  Securities Act, each such post-effective amendment shall  be deemed to be
  a new registration statement relating to the securities offered  therein,
  and  the offering of such  securities at that time shall  be deemed to be
  the initial bona fide offering thereof.

       (3)  To remove  from  registration  by  means  of  a  post-effective
  amendment any of  the securities being registered which remain  unsold at
  the termination of the offering.

  (b)  The undersigned registrant hereby  undertakes that, for purposes  of
  determining any  liability under the Securities  Act, each filing  of the
  registrant's annual report pursuant to section 13(a)  or section 15(d) of
  the  Exchange Act  (and, where  applicable, each  filing  of an  employee
  benefit plan's  annual report pursuant to  section 15(d) of  the Exchange
  Act) that  is  incorporated by  reference in  the registration  statement
  shall  be deemed  to  be a  new  registration statement  relating  to the
  securities offered therein,  and the offering of such securities  at that
  time shall be deemed to be the initial bona fide offering thereof.

  (c)  Insofar   as  indemnification  for  liabilities  arising  under  the
  Securities  Act may be permitted  to directors,  officers and controlling
  persons of  the  registrant  pursuant to  the  foregoing  provisions,  or
  otherwise,  the registrant  has been advised  that in the  opinion of the
  Securities  and  Exchange  Commission  such  indemnification  is  against
  public policy as  expressed in the Act and is,  therefore, unenforceable.
  In the  event that a claim  for indemnification against  such liabilities
  (other than the payment  by the registrant of  expenses incurred or  paid
  by a  director, officer or  controlling person of  the registrant in  the
  successful defense  of any  action, suit  or proceeding)  is asserted  by
  such director,  officer  or controlling  person  in connection  with  the
  securities  being registered, the registrant will,  unless in the opinion
  of its  counsel the  matter has  been settled  by controlling  precedent,
  submit to a  court of appropriate jurisdiction the question  whether such
  indemnification by  it is against public  policy as expressed  in the Act
  and will be governed by the final adjudication of such issue.

<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 May 21, 1996.

                                          DST SYSTEMS, INC.
                                          Registrant



                                          By /s/ Thomas A. McDonnell
                                             President and Chief 
                                             Executive Officer

                              POWER OF ATTORNEY

       Each  person whose  signature appears  below hereby  constitutes and
  appoints each of Thomas A. McDonnell,  Robert C. Canfield and Kenneth  V.
  Hager as such  person's true and lawful attorney-in-fact and  agent, each
  acting alone,  with full  power of  substitution and  resubstitution, for
  and in such person's  name, place and stead,  in any and all  capacities,
  to sign  any or all amendments  (including post-effective  amendments) to
  this registration  statement, and  to file  the same,  with all  exhibits
  thereto,  and   other  documents  in   connection  therewith,   with  the
  Securities and Exchange Commission, granting unto such  attorneys-in-fact
  and  agents,  each acting  alone,  full  power and  authority  to do  and
  perform each and every  act and thing required  and necessary to be  done
  in and about the premises,  as fully to all intents and purposes  as such
  person might or could do in  person, hereby ratifying and confirming  all
  that  such attorneys-in-fact  and  agents,  each  acting alone,  or  such
  person's substitute or substitutes,  may lawfully do or cause to  be done
  by virtue hereof.

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

  <TABLE>
  <CAPTION>

  Signature and Name                 Capacity                 Date

  <S>                                <C>                      <C>
  /s/ Thomas A. McDonnell            President, Chief         May 21, 1996
  Thomas A. McDonnell                Executive Officer, Director 
                                     (Principal Executive Officer)

  /s/ Kenneth V. Hager               Vice President, Chief    May 21, 1996
  Kenneth V. Hager                   Financial Officer and Treasurer
                                     (Principal Financial Officer)

  /s/ John J. Faucett                Controller               May 21, 1996
  John J. Faucett

  /s/ A. Edward Allinson             Director                 May 21, 1996
  A. Edward Allinson

  /s/ Michael G. Fitt                Director                 May 21, 1996
  Michael G. Fitt

  /s/ Thomas A. McCullough           Director                 May 21,  1996
  Thomas A. McCullough

  /s/ William C. Nelson              Director                 May 21, 1996
  William C. Nelson

  /s/ M. Jeannine Strandjord         Director                 May 21, 1996
  M. Jeannine Strandjord
  </TABLE>

  <TABLE>
  Index to Exhibits
  <CAPTION>

                                                                   Sequential
  Exhibit   Document                                               P a g e
                                                                   Number

  <S>       <C>                                                    <C>
   4.1      Article FOURTH of the Company's Certificate of 
            Incorporation, attached as Exhibit 3.1 to the
            Company's Registration Statement on Form S-1,
            File No. 33-96526 and incorporated herein by reference

   4.2      Registration Rights Agreement dated October 24, 1995
            between the Company and Kansas City Southern
            Industries, Inc., attached as Exhibit 4.1 to the
            Company's Registration Statement on Form S-1,
            File No. 33-96526 and incorporated herein by reference

   4.3      Registration Rights Agreement dated October 31, 1995   11
            between the Company and UMB Bank, N.A., as
            Trustee under the Employee Stock Ownership Plan
            (1995 Restatement)

   4.4      Rights Agreement dated October 6, 1995 between the
            Company and State Street Bank and Trust Company,
            attached as Exhibit 4.4 to the Company's Registration
            Statement on Form S-1, File No. 33-96526 and 
            incorporated herein by reference

   5        Opinion of Watson & Marshall L.C. (including           25
            consent)   

  23.1      Consent of Price Waterhouse LLP                        28

  23.2      Consent of Watson & Marshall L.C. (included in
            Exhibit 5)

  24        Power of Attorney (included on signature page)

  99        DST Systems, Inc. 1995 Stock Option and Performance
            Award Plan, attached as Exhibit 10.3 to the Company's
            Registration Statement on Form S-1, File No. 33-96526
            and incorporated herein by reference
  </TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM S-8
                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                              DST SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

       DELAWARE                                     43-1581814
 (State of Incorporation)                 (I.R.S. Employer Identification No.)

                 1055 Broadway, Kansas City, Missouri   64105
                   (Address of  Principal Executive  Office)

        DST SYSTEMS, INC. 1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
                           (Full title of the plan)

                           ROBERT C. CANFIELD, ESQ.
             Senior Vice President, General Counsel and Secretary
                              DST Systems, Inc.
                                1055 Broadway
                         Kansas City, Missouri 64105
                                (816) 435-6568
          (Name, address and telephone number of agent for service)

                                   Copy to:
                             JOHN F. MARVIN, ESQ.
                             DIANE M. BONO, ESQ.
                            Watson & Marshall L.C.
                              1010 Grand Avenue
                       Kansas City, Missouri 64106-2271

  
  CALCULATION OF REGISTRATION FEE
Title of       Amount              Proposed  Proposed       Amount of 
  securities to  to be               maximum   maximum        registration
  be registered  registered
offering  aggregate      fee
price per offering 
                                     share     price
Common Stock 
  $0.01 par 
  value          2,238,800
$21.00     $47,014,800.00     $16,213
                    16,000
$32.69        $523,040.00        $181
                    29,500
$35.5625    $1,049,093.75        $362
                    16,000
$35.3125      $565,000.00        $195
                 3,699,700
$34.6875  $128,333,343.75     $44,254

                                               $177,485,277.50     $61,205
Also  registered  hereunder are  an  indeterminate  number of  additional
  shares that  may be  necessary to  adjust the  number of shares  issuable
  pursuant  to the  DST Systems,  Inc. 1995  Stock  Option and  Performance
  Award Plan as the  result of any stock  split, stock dividend or  similar
  adjustment of the outstanding Common Stock of the Company.
The amount  of the registration fee is  estimated in accordance with Rule
  457(h).  It was assumed  that 2,238,800 shares, as to which  options have
  been granted  and have not been  cancelled or otherwise  forfeited, would
  be  purchased at the option price specified for such shares of $21.00 per
  share.  It was assumed that  16,000 shares, as to which options have been
  granted,  would be  purchased  at the  option  price specified  for  such
  shares of $32.69  per share.   It was assumed  that 29,500 shares, as  to
  which options have been granted,  would be purchased at the  option price
  specified for  such shares of  $35.5625 per share.   It was  assumed that
  16,000 shares, as to which options have  been granted, would be purchased
  at  the option  price specified  for such  shares of $35.3125  per share.
  The price per share  of 3,699,700 shares, which  have not been issued  or
  granted under  the DST  Systems, Inc. 1995  Stock Option and  Performance
  Award  Plan is estimated to be $34.6875  (the average of the high and low
  prices  of the Registrant's Common Stock on  May 16, 1996, as reported by
  the New York Stock Exchange).
The index to Exhibits is on page 10.
                                 Page 1 of 28
Part II

              Information Required in the Registration Statement

  Item 3.   Incorporation of Documents by Reference.

       The following documents  heretofore filed by DST Systems,  Inc. (the
  "Company")   with   the   Securities   and   Exchange   Commission   (the
  "Commission") are incorporated herein by reference:

       (a)  Annual Report on  Form 10-K for the fiscal year  ended December
            31, 1995 (Commission File No. 1-14036);

       (b)  Quarterly Report on  Form 10-Q for the quarter ended  March 31,
            1996 (Commission File No. 1-14036);

       (c)  Current Reports on  Form 8-K dated January 25, 1996,  March 15,
            1996, April  23, 1996 and April  30, 1996 (Commission  File No.
            1-14036); 

       (d)  The description  of  Common Stock  contained  in the  Company's
            Registration Statement  No. 1-14036, filed on October 30, 1995,
            pursuant to Section 12 of the Securities  Exchange Act of 1934,
            as amended,  and  in the  Company's  Registration Statement  on
            Form   S-1  (Registration   No.  33-96526),   filed   with  the
            Securities and  Exchange  Commission, as  amended, including  a
            prospectus dated  October  31,  1995  filed  pursuant  to  Rule
            424(b)  which  description  is  incorporated  by  reference  in
            Registration Statement No. 1-14036.

       All  documents   subsequently  filed  by  the  Company  pursuant  to
  Sections 13(a),  13(c), 14  or 15(d)  of the Securities  Exchange Act  of
  1934, prior to  the filing of a post-effective amendment  which indicates
  that  all securities  offered have  been sold  or  which deregisters  all
  securities then remaining  unsold, shall be deemed to be  incorporated by
  reference  in this Registration  Statement and to  be a  part hereof from
  the date of filing of such documents.

  Item 4.   Description of Securities.

       Not Applicable.

  Item 5.   Interests of Named Experts and Counsel.

       Not Applicable.

  Item 6.   Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law  of the State of Delaware
  (the  "Delaware Corporation  Law") provides  that a  Delaware corporation
  may indemnify  directors  and  officers  and  certain  other  individuals
  against  expenses  (including  attorneys'  fees),  judgments,  fines  and
  amounts paid in  settlement actually and reasonably incurred by  any such
  person in connection  with any  threatened, pending or  completed action,
  suit or  proceeding (other  than  an action  by or  in the  right of  the
  corporation) in  which such person  is involved because such  person is a
  director or officer  of the  corporation, if  such person  acted in  good
  faith and in a manner  that such person reasonably  believed to be in  or
  not opposed to the  best interests of the  corporation and, with  respect
  to any criminal action or proceeding, had  no reasonable cause to believe
  such person's conduct was unlawful.  No indemnification shall  be made to
  an  officer or  director or  other qualified  individual  if such  person
  shall  have been adjudged  to be  liable to  the corporation  unless such
  person acted in good  faith and in a  manner that such person  reasonably
  believed  to  be  in  or  not  opposed  to  the  best  interests  of  the
  corporation and only  to the extent the Court of Chancery of the State of
  Delaware  or  the  court  in  which  such  action or  suit  was  brought,
  determines that  despite the  adjudication  of liability  such person  is
  fairly and reasonably  entitled to such indemnification.  If  such person
  is successful on  the merits or otherwise in defense  of any action, then
  Section  145  provides  that such  person  shall  be indemnified  against
  expenses including  attorneys' fees actually  and reasonably  incurred by
  that person in  connection therewith.  Section 102(b)(7) of  the Delaware
  Corporation  Law provides that  the liability  of a  director may  not be
  limited  or eliminated for the breach of  such director's duty of loyalty
  to  the corporation or its  stockholders, for such director's intentional
  acts or omissions not in good  faith, for such director's concurrence  in
  or vote for an unlawful payment of a dividend  or unlawful stock purchase
  or  redemption  or for  any  improper  personal benefit  derived  by  the
  director from any transaction.

       The  Company's   certificate  of  incorporation  provides  that  the
  directors  and  officers of  the  Company  shall be  indemnified  to  the
  maximum  extent  permitted  by  law  against  expenses  incurred by  such
  individuals in defending a civil or criminal  action, suit or proceeding,
  and such  expenses shall be paid  by the Company in  advance of the final
  disposition  of  such action,  suit  or  proceeding upon  receipt  of  an
  undertaking  by or on  behalf of  the director or  officer to  repay such
  amount if it  is ultimately determined  that the director  or officer  is
  not  entitled to  be indemnified  by  the Company  as  authorized by  the
  Delaware Corporation  Law.   The foregoing  right of indemnification  and
  advancement  of  expenses  is  not  exclusive  of  any  other  rights  of
  indemnification  and advancement of expenses to which any such individual
  may   be  entitled   by  bylaw,  agreement,   vote  of   stockholders  or
  disinterested directors or otherwise.  The  Company's bylaws provide that
  except as indicated in its certificate of  incorporation, the Company may
  indemnify  any  director,  officer,  employee  or  agent of  the  Company
  against  expenses,  including   attorneys'  fees,  judgments,  fines  and
  amounts  paid  in settlement  actually  and reasonably  incurred  by such
  person  in connection  with any  threatened, pending  or completed  legal
  proceeding, other than  an action by or  in the right of the  Company, in
  which  such  person  is  involved because  such  person  is  a  director,
  officer, employee or agent  of the Company if  such person acted in  good
  faith  and in a  manner such person reasonably  believed to be  in or not
  opposed  to the  best interests of  the Company, and  with respect to any
  criminal action  or proceeding, had no  reasonable cause to  believe such
  person's conduct  was unlawful.  The  bylaws further provide  that except
  as  indicated in  the  certificate  of  incorporation,  the  Company  may
  indemnify its  directors, officers, employees or agents against expenses,
  including  attorneys' fees, and amounts  paid in settlement, actually and
  reasonably  incurred  by  such  person  in  connection  with  defense  or
  settlement of any threatened,  pending or completed action or suit  by or
  in the right of the  Company if such person acted in good faith  and in a
  manner  such person  reasonably believed to  be in or  not opposed to the
  best interests  of the Company; except  that no indemnification  shall be
  made in respect  to any claim,  issue or matter  as to which  such person
  shall have been adjudged liable to the Company unless  the court in which
  the action or suit was  brought determines that such person is fairly and
  reasonably entitled  to such  indemnification.   If such  individuals are
  successful on the merits or  otherwise in defense of any action,  suit or
  proceeding  referred to in the Company's bylaws  or in the defense of any
  claim, issue  or matter therein,  such individuals shall be  indemnified.
  Such expenses incurred in  defending a civil or criminal action,  suit or
  proceeding  may  be  paid  by  the  Company  in  advance   of  the  final
  disposition  of such  action, suit  or proceeding  as  authorized by  the
  Company's  board of directors  in the  specific case  upon receipt  of an
  undertaking  by or on behalf of the  director, officer, employee or agent
  to repay such amount unless it is  ultimately determined that such person
  is  entitled to  be  indemnified by  the  Company  as authorized  in  the
  Company's bylaws.  The foregoing indemnification is  not exclusive of any
  other  rights to  which  those seeking  indemnification  may be  entitled
  under any  agreement, vote of the stockholders or disinterested directors
  or otherwise, both  as to the  action in such person's  official capacity
  and as  to action  in another  capacity  while holding  such office,  and
  shall continue as to a  person who has ceased to be a  director, officer,
  employee or agent and shall inure to the benefit  of the heirs, executors
  and administrators of such person.

       The Company maintains a policy of insurance  under which the insurer
  will, subject to  certain conditions,  defend the directors  and officers
  of the Company against and  indemnify them from any liability incurred in
  their capacities as such.  

  Item 7.   Exemption from Registration Claimed.

            Not applicable.

  Item 8.   Exhibits.

       The   Index  to  Exhibits  is  on  page  10  below.    All  exhibits
  incorporated by reference are incorporated pursuant to Rule 12b-32.

       (4)  Instruments  defining the rights of security holders, including
  indentures.

            Article FOURTH of  the Company's Certificate of  Incorporation,
            which is attached as Exhibit 3.1 to  the Company's Registration
            Statement  on  Form S-1,  File  No.  33-96526, incorporated  by
            reference as Exhibit 4.1 hereto.

            Registration Rights  Agreement dated  October 24, 1995  between
            the Company  and Kansas City  Southern Industries,  Inc., which
            is attached  as  Exhibit  4.1  to  the  Company's  Registration
            Statement  on  Form S-1,  File  No.  33-96526, incorporated  by
            reference as Exhibit 4.2 hereto.

            Registration Rights Agreement  dated October  31, 1995  between
            the Company and  UMB Bank, N.A., as Trustee under  the Employee
            Stock Ownership Plan (1995  Restatement) is attached hereto  as
            Exhibit 4.3.

            Rights  Agreement dated October 6, 1995 between the Company and
            State  Street Bank  and  Trust Company,  which  is attached  as
            Exhibit 4.4 to the Company's Registration  Statement on Form S-
            1, File No. 33-96526, incorporated by reference  as Exhibit 4.4
            hereto.

       (5)  Opinion re legality.

            The  opinion   of  the  Registrant's  counsel, including its
            consent, is attached hereto as Exhibit 5.

       (15) Letter re unaudited interim financial information.

            Not applicable.

       (23) Consents of experts and counsel.

            The  consent  of  the Registrant's  independent  accountants is
            attached hereto as Exhibit 23.1.

            The  consent of  the  Registrant's counsel  is included  in the
            counsel's opinion attached hereto as Exhibit 5.

       (24) Power of attorney.

            The power of  attorney from the directors  and certain officers
            is set forth on the signature page.

       (28) Information from  reports filed with state insurance regulatory
            authorities.

            Not applicable.

       (99) Additional exhibits.

            The DST Systems, Inc. 1995  Stock Option and Performance  Award
            Plan,  which  is attached  as  Exhibit  10.3 to  the  Company's
            Registration  Statement  on  Form   S-1,  File  No.   33-96526,
            incorporated by reference as Exhibit 99 hereto.

  Item 9.   Undertakings.

  (a)  The undersigned registrant hereby undertakes:

       (1)  To  file, during any period in  which offers or sales are being
  made, a post-effective amendment to this registration statement:

            (i)  To include  any prospectus required by section 10(a)(3) of
       the Securities Act of 1933, as amended (the "Securities Act");

            (ii) To  reflect in the prospectus  any facts or events arising
       after the effective date of the registration  statement (or the most
       recent post-effective  amendment thereof) which, individually  or in
       the  aggregate, represent  a fundamental  change in  the information
       set forth  in  the  registration  statement.    Notwithstanding  the
       foregoing, any increase or decrease in volume of securities  offered
       (if the  total dollar value of  securities offered would  not exceed
       that  which was registered) and  any deviation from  the low or high
       end of the estimated  maximum offering range may be reflected in the
       form  of  prospectus  filed  with the  Commission  pursuant  to Rule
       424(b)  if,  in the  aggregate,  the  changes in  volume  and  price
       represent  no  more than  a  20%  change in  the  maximum  aggregate
       offering price set  forth in  the "Calculation of  Registration Fee"
       table in the effective registration statement; and

            (iii) To include  any material information with respect  to the
       plan of  distribution not previously  disclosed in  the registration
       statement  or  any  material  change  to  such  information  in  the
       registration statement;

            PROVIDED,  HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii) do
       not apply  if the information  required to  be included  in a  post-
       effective  amendment by  those paragraphs  is contained  in periodic
       reports filed with or furnished to the  Commission by the registrant
       pursuant to section  13 or section 15(d) of the  Securities Exchange
       Act of 1934,  as amended (the "Exchange Act") that  are incorporated
       by reference in the registration statement.

       (2)  That, for  the purpose of  determining any liability under  the
  Securities Act, each such post-effective amendment shall  be deemed to be
  a new registration statement relating to the securities offered  therein,
  and  the offering of such  securities at that time shall  be deemed to be
  the initial bona fide offering thereof.

       (3)  To remove  from  registration  by  means  of  a  post-effective
  amendment any of  the securities being registered which remain  unsold at
  the termination of the offering.

  (b)  The undersigned registrant hereby  undertakes that, for purposes  of
  determining any  liability under the Securities  Act, each filing  of the
  registrant's annual report pursuant to section 13(a)  or section 15(d) of
  the  Exchange Act  (and, where  applicable, each  filing  of an  employee
  benefit plan's  annual report pursuant to  section 15(d) of  the Exchange
  Act) that  is  incorporated by  reference in  the registration  statement
  shall  be deemed  to  be a  new  registration statement  relating  to the
  securities offered therein,  and the offering of such securities  at that
  time shall be deemed to be the initial bona fide offering thereof.

  (c)  Insofar   as  indemnification  for  liabilities  arising  under  the
  Securities  Act may be permitted  to directors,  officers and controlling
  persons of  the  registrant  pursuant to  the  foregoing  provisions,  or
  otherwise,  the registrant  has been advised  that in the  opinion of the
  Securities  and  Exchange  Commission  such  indemnification  is  against
  public policy as  expressed in the Act and is,  therefore, unenforceable.
  In the  event that a claim  for indemnification against  such liabilities
  (other than the payment  by the registrant of  expenses incurred or  paid
  by a  director, officer or  controlling person of  the registrant in  the
  successful defense  of any  action, suit  or proceeding)  is asserted  by
  such director,  officer  or controlling  person  in connection  with  the
  securities  being registered, the registrant will,  unless in the opinion
  of its  counsel the  matter has  been settled  by controlling  precedent,
  submit to a  court of appropriate jurisdiction the question  whether such
  indemnification by  it is against public  policy as expressed  in the Act
  and will be governed by the final adjudication of such issue.
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 May 21, 1996.

                                          DST SYSTEMS, INC.
                                          Registrant

                                          By /s/ Thomas A. McDonnell
                                             President and Chief 
                                             Executive Officer

                              POWER OF ATTORNEY

       Each  person whose  signature appears  below hereby  constitutes and
  appoints each of Thomas A. McDonnell,  Robert C. Canfield and Kenneth  V.
  Hager as such  person's true and lawful attorney-in-fact and  agent, each
  acting alone,  with full  power of  substitution and  resubstitution, for
  and in such person's  name, place and stead,  in any and all  capacities,
  to sign  any or all amendments  (including post-effective  amendments) to
  this registration  statement, and  to file  the same,  with all  exhibits
  thereto,  and   other  documents  in   connection  therewith,   with  the
  Securities and Exchange Commission, granting unto such  attorneys-in-fact
  and  agents,  each acting  alone,  full  power and  authority  to do  and
  perform each and every  act and thing required  and necessary to be  done
  in and about the premises,  as fully to all intents and purposes  as such
  person might or could do in  person, hereby ratifying and confirming  all
  that  such attorneys-in-fact  and  agents,  each  acting alone,  or  such
  person's substitute or substitutes,  may lawfully do or cause to  be done
  by virtue hereof.

       Pursuant to  the requirements  of the Securities  Act of 1933,  this
  registration statement  has been signed by  the following persons  in the
  capacities and on the date indicated.
Signature and Name                 Capacity                 Date
/s/ Thomas A. McDonnell            President, Chief         May 21, 1996
  Thomas A. McDonnell                Executive Officer, Director 
                                     (Principal Executive Officer)

  /s/ Kenneth V. Hager               Vice President, Chief    May 21, 1996
  Kenneth V. Hager                   Financial Officer and Treasurer
                                     (Principal Financial Officer)

  /s/ John J. Faucett                Controller               May 21, 1996
  John J. Faucett

  /s/ A. Edward Allinson             Director                 May 21, 1996
  A. Edward Allinson

  /s/ Michael G. Fitt                Director                 May 21, 1996
  Michael G. Fitt

  /s/ Thomas A. McCullough           Director                 May 21,  1996
  Thomas A. McCullough

  /s/ William C. Nelson              Director                 May 21, 1996
  William C. Nelson

  /s/ M. Jeannine Strandjord         Director                 May 21, 1996
  M. Jeannine Strandjord
Index to Exhibits
Sequential
  Exhibit   Document                                               P a g e
                                                                   Number
4.1      Article FOURTH of the Company's Certificate of 
            Incorporation, attached as Exhibit 3.1 to the
            Company's Registration Statement on Form S-1,
            File No. 33-96526 and incorporated herein by reference

   4.2      Registration Rights Agreement dated October 24, 1995
            between the Company and Kansas City Southern
            Industries, Inc., attached as Exhibit 4.1 to the
            Company's Registration Statement on Form S-1,
            File No. 33-96526 and incorporated herein by reference

   4.3      Registration Rights Agreement dated October 31, 1995   11
            between the Company and UMB Bank, N.A., as
            Trustee under the Employee Stock Ownership Plan
            (1995 Restatement)

   4.4      Rights Agreement dated October 6, 1995 between the
            Company and State Street Bank and Trust Company,
            attached as Exhibit 4.4 to the Company's Registration
            Statement on Form S-1, File No. 33-96526 and 
            incorporated herein by reference

   5        Opinion of Watson & Marshall L.C. (including           25
            consent)   

  23.1      Consent of Price Waterhouse LLP                        28

  23.2      Consent of Watson & Marshall L.C. (included in
            Exhibit 5)

  24        Power of Attorney (included on signature page)

  99        DST Systems, Inc. 1995 Stock Option and Performance
            Award Plan, attached as Exhibit 10.3 to the Company's
            Registration Statement on Form S-1, File No. 33-96526
            and incorporated herein by reference