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

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                                    FORM 8-K

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                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 16, 2004
                                                        (December 10, 2004)
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                                DST SYSTEMS, INC.
             (Exact Name of registrant as specified in its charter)

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                                    Delaware
                 (State or other jurisdiction of incorporation)

         1-14036                                         43-1581814
(Commission File Number)                       (IRS Employer Identification No.)

333 West 11th Street, Kansas City, Missouri                          64105
(Address of principal executive offices)                           (Zip Code)

                                 (816) 435-1000
              (Registrant's telephone number, including area code)

                                 Not Applicable
         (Former name or former address, if changed since last report).

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Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

     [ ]  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01 Entry into a Material Definitive Agreement

     DST Systems,  Inc.  ("DST") has entered into the Second Amendment to Credit
Agreement,  dated as of  December  10,  2004 (the  "Amendment"),  to its  credit
agreement dated as of November 24, 2003 (the "Credit Agreement").  The amendment
is among DST, West Side Investments, Inc., a wholly owned subsidiary of DST, the
lenders identified in the amendment and Bank of America,  N.A. as Administrative
Agent, L/C Issuer and Swing Line Lender ("Administrative  Agent"). A copy of the
amendment  is filed as Exhibit  10.1 to this Form 8-K. No material  relationship
exists between DST and any of such lenders or Administrative Agent.

     The  Amendment  amends the Credit  Agreement  to: (i) exclude  from certain
financial covenant  calculations the disposition by DST of its shares of capital
stock of Equiserve,  Inc.  pursuant to the previously  announced  Stock Purchase
Agreement  dated as of October 20, 2004;  (ii)  increase  DST's  ability to make
Restricted  Payments  (as  defined in the Credit  Agreement);  (iii)  modify the
measurement  date  with  respect  to  Restricted  Payments  to  make  such  date
consistent with other measurement dates in other financial  covenants;  and (iv)
in  connection  with the increase in allowable  Restricted  Payments  under (ii)
above,  modify the formula for calculating  DST's minimum required  Consolidated
Net Worth (as defined in the Credit  Agreement) to decrease such  requirement in
connection with shares of capital stock of DST repurchased by DST.

     The above  description  of the  Amendment  is  qualified in its entirety be
reference to the terms of the Amendment attached hereto as Exhibit 10.1.


ITEM 9.01 Financial Statements and Exhibits

(c). Exhibits.

Exhibit
Number                  Description
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10.1              Second Amendment to Credit Agreement, dated as of December 10,
                  2004




                                   SIGNATURES

     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 on this 16th day of December, 2004.


                                      DST SYSTEMS, INC.


                                      By: /s/ Randall D. Young
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                                      Name:  Randall D. Young
                                      Title:  Vice President and General Counsel