As filed with the Securities and Exchange Commission on January 15, 2004
                                                 Registration No. 333-
                                                                      ----------


                                    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.)

                         333 WEST 11TH STREET, 5TH FLOOR
                        KANSAS CITY, MISSOURI 64105-1594
                        --------------------------------
                    (Address of Principal Executive Offices)


                  DST SYSTEMS, INC. 401(K) PROFIT SHARING PLAN
                            (Full title of the plan)

                             RANDALL D. YOUNG, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                                DST SYSTEMS, INC.
                         333 WEST 11TH STREET, 5TH FLOOR
                        KANSAS CITY, MISSOURI 64105-1594
                                 (816) 435-1000
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE


                                                                                        
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Title of Each Class of          Amount             Proposed Maximum       Proposed Maximum           Amount of
    Securities to be              to be              Offering Price            Aggregate            Registration
     Registered(1)            Registered(2)            Per Share            Offering Price               Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value      500,000 shares            $42.85(3)            $21,425,000(3)            $1,734(3)
$0.01 per share

Interests in the Plan(4)                                                                                 (5)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------


(1)  Includes  associated  rights to purchase  Series A  Preferred  Stock of the
     Registrant.
(2)  This  Registration   Statement  also  covers  an  indeterminate  number  of
     additional  shares which may be  necessary  to adjust the  above-referenced
     Plan as the result of any future  stock  split,  stock  dividend or similar
     adjustment  of  the  Registrant's  outstanding  stock.  In  addition,  this
     Registration  Statement also covers an  indeterminate  amount of additional
     securities which may be issued under the above-referenced  Plan pursuant to
     the anti-dilution provisions of such Plan.
(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with  Rule 457 under the  Securities  Act of 1933  based on the
     average  of the  high and low  prices  of a share  of  Common  Stock of DST
     Systems,  Inc.  reported  for  trading  on the New York Stock  Exchange  on
     January 12, 2004.
(4)  To the  extent  that  the  interests  in the  Plan  constitute  securities,
     pursuant to Rule 416(c),  this  Registration  Statement  shall be deemed to
     register an indeterminate amount of interests in the Plan.
(5)  Pursuant to Rule 457(h)(2), no registration fee is required with respect to
     the interests in the Plan.



                              EXPLANATORY STATEMENT

     DST Systems,  Inc. ("DST" or the "Registrant") has amended and restated the
DST Systems, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan") to, among other
things,  merge the DST Systems of California,  Inc. 401(k)  Retirement Plan (the
"California Plan", formerly known as USCS International,  Inc. 401(k) Retirement
Plan) into the 401(k) Plan.

     Shares of DST Common Stock have been previously registered on the following
registration  statements on Form S-8 for sale in connection  with the California
Plan, SEC File No. 333-69611:



                                                                                       
         FILING DATES                PRE-SPLIT SHARES           POST-SPLIT SHARES(1)            FILING FEE PAID
           12/23/98                       15,000                       30,000                        $231


-------------------------------
(1)  As adjusted to reflect the 2-for-1  stock split,  effected in the form of a
     100% stock  dividend,  payable  October 19, 2000 to  shareholders of record
     October  6, 2000 and  reflected  in Post  Effective  Amendment  No. 1 dated
     October 16, 2000 to the California Plan registration statement.

     No shares of DST Common Stock are being carried forward from the California
Plan registration statement.

     In addition, DST has previously registered an aggregate of 1,000,000 shares
of its Common Stock for sale pursuant to the 401(k) Plan as follows:



                                                                                    
         SEC FILE NO.                  FILING DATES               PRE-SPLIT SHARES           POST-SPLIT SHARES(1)
          333-89703                      10/26/99                      500,000                     1,000,000


-------------------------------
(1)  As adjusted to reflect the 2-for-1  stock split,  effected in the form of a
     100% stock  dividend,  payable  October 19, 2000 to  shareholders of record
     October  6,  2000 as  reflected  in  Post-Effective  Amendment  No. 1 dated
     October 18, 2000 to the 401(k) Plan registration statement.




                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

     As  permitted  by the rules of the United  States  Securities  and Exchange
Commission  (the  "Commission")  under the Securities Act, and under the General
Instructions  to Part I of Form  S-8,  this  registration  statement  omits  the
information specified in Part I of Form S-8.

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.


     The  following  documents  filed or to be filed by DST Systems,  Inc.  (the
"Registrant")  with the Commission are  incorporated  in and made a part of this
Registration Statement by reference, as of their respective dates:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December  31, 2002 filed March 19, 2003 (SEC File No.  001-14036)  and
          any amendments thereto (the "Annual Report");

     (b)  The  Plan's  Annual  Report on Form  11-K for the  fiscal  year  ended
          December 31, 2002 filed June 27, 2003 (SEC File No. 001-14036) and any
          amendments thereto;

     (c)  The  following  reports  and  any  amendments  thereto  filed  by  the
          Registrant with the Commission  pursuant to Sections 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended,  (the "Exchange Act")
          since the Annual  Report:  (i) Quarterly  Reports on Form 10-Q for the
          quarterly  periods  ended March 31, 2003,  June 30, 2003 and September
          30, 2003; (ii) Current Reports on Form 8-K or 8-K/A filed on March 17,
          2003, April 29, 2003, August 13, 2003, November 10, 2003, November 18,
          2003,  November 25, 2003, December 1, 2003, December 2, 2003, December
          15, 2003 and December 16, 2003;

     (d)  The description of the  Registrant's  Common Stock in the Registrant's
          Registration  Statement  on Form 8-A dated  October 30, 1995 (SEC File
          No.  1-14036),  as amended by Amendment No. 1 on Form  8-A12B/A  dated
          March 14, 2003;

     (e)  The description of the Preferred  Stock Purchase  Rights  contained in
          the Registrant's Registration Statement on Form 8-A dated November 15,
          1995 (SEC File No.  1-14036)  as  amended by  Amendment  No. 1 on Form
          8-A12B/A  dated July 30,  1998 (SEC File No.  1-14036)  (the "1998 8-A
          Amendment"), Amendment No. 2 on Form 8-A12B/A dated September 27, 1999
          (SEC File No. 1-14036) (the "1999 8-A Amendment"),  Amendment No. 3 on
          Form  8-A12B/A  dated  November 26, 2001 (SEC File No.  1-14036)  (the
          "2001 8-A  Amendment"),  and Amendment  No. 4 on Form  8-A12B/A  dated
          March 14, 2003 (SEC File No. 1-14036) (the "2003 8-A Amendment");

     (f)  The  Rights  Agreement  dated  as of  October  6,  1995  (the  "Rights
          Agreement"),  between the  Registrant  and State Street Bank and Trust
          Company,  as rights  agent,  which is  attached  as Exhibit 4.4 to the




          Registrant's  Registration  Statement  on Form S-1 dated  September 1,
          1995 (SEC File No. 33-96526);

     (g)  The  first  amendment,  dated  as of  July  9,  1998,  to  the  Rights
          Agreement, which is attached as Exhibit 99 to the 1998 8-A Amendment;

     (h)  The second  amendment,  dated as of September  10, 1999, to the Rights
          Agreement, which is attached as Exhibit 99 to the 1999 8-A Amendment;

     (i)  The third  amendment,  dated as of September  25, 2001,  to the Rights
          Agreement, which is attached as Exhibit 99 to the 2001 8-A Amendment;

     (j)  The Assignment, Acceptance and Consent dated as of November 7, 2001 by
          and among the  Registrant,  State Street Bank and Trust  Company,  and
          EquiServe Trust Company, N.A., and pertaining to the Rights Agreement,
          which is attached as Exhibit 4.3.4 to the  Registrant's  Annual Report
          on Form  10-K for the year  ended  December  31,  2001  (SEC  File No.
          1-14036).

     (k)  All  other  reports  subsequently  filed  by the  Registrant  with the
          Commission  pursuant  to  Section  13(a),  13(c),  14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective  amendment to the
          Registration Statement related to this Registration  Statement,  which
          indicates that all securities  registered thereunder have been sold or
          which deregisters all of the securities then remaining unsold.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     DST is incorporated under the laws of the State of Delaware. Section 145 of
the General  Corporation  Law of the State of Delaware (the "Delaware  Statute")
provides that a Delaware  corporation  may indemnify any persons who are, or are
threatened to be made,  parties to any threatened,  pending or completed action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"proceeding"),  other than an action by or in the right of such corporation,  by
reason of the fact that such person is or was an officer, director,  employee or
agent  of  such  corporation,  or is or was  serving  at  the  request  of  such
corporation as a director,  officer, employee or agent of another corporation or
enterprise  (an  "indemnified  capacity").  The indemnity may include  expenses,
including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding,  provided such person acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe that his conduct was  illegal.  Similar  provisions  apply to actions
brought by or in the right of the  corporation,  except that no  indemnification
shall be made without  judicial  approval if the officer or director is adjudged
to be liable to the  corporation.  Where an officer or director is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director  has  actually  and  reasonably  incurred.  Section 145 of the Delaware
Statute further  authorizes a corporation to purchase and maintain  insurance on
behalf of any indemnified  person against any liability asserted against him and



incurred  by him in any  indemnified  capacity,  or arising out of his status as
such,  regardless of whether the  corporation  would otherwise have the power to
indemnify him under the Delaware Statute.

     Section 102(b)(7) of the DGCL provides,  generally, that the certificate of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law,  (iii) under  section 174 of Title 8 of the DGCL,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  No such  provision  may eliminate or limit the liability of a director
for any act or omission  occurring prior to the date when such provision becomes
effective.

     DST's  Certificate of  Incorporation,  as amended (the "DST  Certificate of
Incorporation")  provides that the directors and officers of DST, or persons who
are or were  serving at the request of DST as  directors  or officers of another
corporation,  partnership,  joint venture, trust or other enterprise,  including
service with respect to an employee benefit plan, (collectively,  "indemnitees")
shall be indemnified to the maximum extent permitted by law against all expense,
liability and loss reasonably  incurred by such individuals in defending a civil
or criminal action, suit or proceeding,  whether the basis of such proceeding is
alleged action in an official  capacity as a director or officer or in any other
capacity while serving as a director or officer,  brought  against such officers
and directors in any such capacities.  The right to indemnification includes the
right to have DST pay the expenses in advance of the final  disposition  of such
action, suit or proceeding. As to directors and officers, the DST Certificate of
Incorporation  requires  receipt by DST 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 DST as  authorized by
the DGCL.  Except as  discussed  below with  respect to  proceedings  to enforce
rights to indemnification,  DST will indemnify any such indemnitee in connection
with a  proceeding  initiated by such  indemnitee  only if such  proceeding  was
authorized by the DST Board of Directors.

     If a claim for indemnification,  or advancement of expenses, is not paid in
full  by DST  within  the  time  periods  specified  in the DST  Certificate  of
Incorporation,  the  indemnitee may bring suit against DST to recover the unpaid
amount of the claim.  If the indemnitee is successful in whole or in part in any
such suit,  or in a suit  brought by DST to recover an  advancement  of expenses
pursuant to the terms of an undertaking, the indemnitee will also be entitled to
be paid the expenses of  prosecuting  or defending such suit. In any suit by DST
to recover an advancement of expenses  pursuant to the terms of an  undertaking,
DST is entitled to recover  such  expenses  upon a final  adjudication  that the
indemnitee has not met any applicable  standard for indemnification set forth in
the  DGCL.  In any  suit  brought  by the  indemnitee  to  enforce  a  right  to
indemnification  or to an  advancement  of  expenses,  or by DST to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under the DST Certificate of Incorporation  will be on
DST.

     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  by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise.

     DST's Certificate of Incorporation provides that a director of DST will not
be personally  liable to DST or its stockholders for monetary damages for breach
of fiduciary  duty as a director,  except for the  prohibition on elimination or
limitation set forth in Section  102(b)(7) of the DGCL.  The DST  Certificate of
Incorporation  further provides that if the DGCL is amended to further eliminate
or limit the  personal  liability  of  directors,  then the  liability  of a DST
director will be eliminated  or limited to the fullest  extent  permitted by the
DGCL as so amended.



     DST's  Amended and  Restated  Bylaws  provides  that  directors,  officers,
employees or agents shall be indemnified only as provided in the DST Certificate
of Incorporation.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS

     The  exhibits  are  listed  in  the  Exhibit  Index  of  this  registration
statement, which Exhibit Index is incorporated herein by reference.

     The  Registrant  will  submit  or has  submitted  the  401(k)  Plan and all
amendments  thereto to the Internal  Revenue  Service ("IRS") in a timely manner
and has made or will make all  changes  required  by the IRS in order to qualify
such plan.

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;

     (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 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

     (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  (1)(i)  and  (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 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

     (2)  That,  for  the  purposes  of  determining  any  liability  under  the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
of 1933 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.


                  (Remainder of page intentionally left blank.)




                        SIGNATURES AND POWER OF ATTORNEY

     THE REGISTRANT. 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 City of Kansas City, State of Missouri, on January 14, 2004.

                                  DST SYSTEMS, INC.


                                  By   /S/ THOMAS A. MCDONNELL
                                       -------------------------------------
                                       Thomas A. McDonnell
                                       President and Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
each of the  Company's  Chief  Executive  Officer,  General  Counsel  and  Chief
Financial Officer  (currently Thomas A. McDonnell,  Randall D. Young and Kenneth
V. Hager  respectively)  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 and any exchange on which the Registrant's stock registered hereunder
is traded,  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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.



                                                                       
        SIGNATURE                              TITLE                            DATE
        ---------                              -----                            ----

/S/ THOMAS A. MCDONNELL          President, Chief Executive Officer        January 14, 2004
-------------------------        (Principal Executive Officer), and
Thomas A. McDonnell                           Director


/S/ A. EDWARD ALLINSON                        Director                     January 14, 2004
-------------------------
A. Edward Allinson


/S/ MICHAEL G. FITT                           Director                     January 14, 2004
-------------------------
Michael G. Fitt


/S/ THOMAS A. MCCULLOUGH                      Director                     January 14, 2004
-------------------------
Thomas A. McCullough






                                                                       
/S/ WILLIAM C. NELSON                         Director                     January 14, 2004
-------------------------
William C. Nelson


/S/ TRAVIS E. REED                            Director                     January 14, 2004
-------------------------
Travis E. Reed


/S/ M. JEANNINE STRANDJORD                    Director                     January 14, 2004
-------------------------
M. Jeannine Strandjord


/S/ KENNETH V. HAGER               Vice President, Chief Financial         January 14, 2004
-------------------------         Officer, and Treasurer (Principal
Kenneth V. Hager                         Financial Officer)


/S/ GREGG WM. GIVENS             Vice President and Chief Accounting       January 14, 2004
-------------------------           Officer (Principal Accounting
Gregg Wm. Givens                              Officer)


     THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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 14, 2004.


                                  DST SYSTEMS, INC.


                                  By   /S/ THOMAS A. MCDONNELL
                                       -------------------------------------
                                       Thomas A. McDonnell
                                       President and Chief Executive Officer





                                     INDEX TO EXHIBITS

------------------- ------------------------------------------------------------
     EXHIBIT
      NUMBER                               EXHIBIT
------------------- ------------------------------------------------------------
     4.1            Paragraphs fourth, fifth, sixth, seventh,  tenth,  eleventh,
                    and  twelfth  of  DST's  Amended  Delaware   Certificate  of
                    Incorporation, as restated, which is attached as Exhibit 3.1
                    to  DST's  Registration  Statement  on  Form  S-1  filed  on
                    September 1, 1995, as amended  (Registration  No.  33-96526)
                    (the "IPO  Registration  Statement"),  as  amended  by DST's
                    Certificate  of Amendment of  Certificate  of  Incorporation
                    dated May 9, 2000 which is  attached as Exhibit 3.1 to DST's
                    Form 10-Q for the quarter  ended March 31, 2000  (Commission
                    File No. 1-14036),  are hereby  incorporated by reference as
                    Exhibit 4.1.
------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------
     4.2            Article I, Sections 1, 2, 3 and 11 of Article II, Article V,
                    Article  VIII,  Article  IX of DST's  Amended  and  Restated
                    By-laws as amended and  restated on May 13,  2003,  which is
                    attached  as Exhibit  3.2 to DST's Form 10-Q for the quarter
                    ended  March 31, 2003  (Commission  File No.  1-14036),  are
                    hereby incorporated by reference as Exhibit 4.2.
------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------
       4.3          The  Certificate  of  Designations  dated  October 16, 1995,
                    establishing  the Series A Preferred  Stock of DST, which is
                    attached as Exhibit 4.3 to DST's IPO Registration Statement,
                    is hereby incorporated by reference as Exhibit 4.3.
------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------
       4.4          The summary of the preferred stock purchase rights set forth
                    in DST's  Registration  Statement on Form 8-A dated November
                    15, 1995 in  connection  with the  listing of the  preferred
                    stock  purchase  rights on the New York Stock  Exchange (the
                    "Form 8-A")  (Commission File No. 1-14036),  and the related
                    Rights  Agreement  dated as of October 6, 1995,  between DST
                    and State  Street Bank and Trust  Company,  as rights  agent
                    ("Rights  Agreement"),  which is  attached as Exhibit 4.4 to
                    DST's IPO Registration Statement, are hereby incorporated by
                    reference as Exhibit 4.4.
------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------
       4.4.1        The First  Amendment  dated as of July 9, 1998 to the Rights
                    Agreement, which amendment is attached as Exhibit 99 to Form
                    8-A12B/A,  Amendment No. 1, dated July 30, 1998  (Commission
                    File No. 1-14036),  to the Form 8-A, is hereby  incorporated
                    by reference as Exhibit 4.4.1.
------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------
       4.4.2        The Second  Amendment  dated as of September 10, 1999 to the
                    Rights Agreement,  which amendment is attached as Exhibit 99
                    to Form 8-A12B/A,  Amendment No. 2, dated September 27, 1999
                    (Commission  File No.  1-14036),  to the Form 8-A, is hereby
                    incorporated by reference as Exhibit 4.4.2.
------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------
       4.4.3        The Third  Amendment  dated as of September  25, 2001 to the
                    Rights Agreement,  which amendment is attached as Exhibit 99
                    to Form  8-A12B/A,  Amendment No. 3, dated November 26, 2001
                    (Commission  File No.  1-14036),  to the Form 8-A, is hereby
                    incorporated by reference as Exhibit 4.4.3.
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       4.4.4        The Assignment,  Acceptance and Consent dated as of November
                    7, 2001 and among DST,  State Street Bank and Trust Company,
                    and EquiServe  Trust  Company,  N.A.,  and pertaining to the
                    Rights  Agreement,  which is  attached  as Exhibit  4.3.4 to
                    DST's Annual Report on Form 10-K for the year ended December
                    31,  2001   (Commission   File  No.   1-14036),   is  hereby
                    incorporated by reference as Exhibit 4.4.4.
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       4.5          The  description of DST's common stock,  par value $0.01 per
                    share, set forth in DST's Registration Statement on Form 8-A
                    dated October 30, 1995  (Commission  File No.  1-14036),  as
                    amended by Amendment No. 1 on Form 8-A12B/A  dated March 14,
                    2003, is hereby incorporated by reference as Exhibit 4.5.
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       5.1          Opinion of Sonnenschein Nath & Rosenthal LLP.
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     23.1           Consent of PricewaterhouseCoopers LLP.
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     23.2           Consent of  Sonnenschein  Nath & Rosenthal LLP (contained in
                    Exhibit 5.1).
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     24.1           Power of Attorney  (included  on the  signature  page of the
                    Registration Statement).
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