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): June 8, 2005

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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 a Loan Agreement,  dated as of
June 8, 2005 (the  "Loan  Agreement"),  with  Citibank,  N.A.  ("Citibank"),  as
lender.  A copy of the Loan Agreement is filed as Exhibit 10.1 to this Form 8-K.
DST has entered into forward  transactions with Citibank for the purchase of DST
common stock, in an aggregate amount of $107,472,386.  Citibank is also a lender
under  DST's  credit  agreement  which  established  credit  facilities  of $650
million.

     Under the terms of the Loan  Agreement,  the Lender (as defined in the Loan
Agreement)  has  agreed,  on the  terms  and  conditions  set  forth in the Loan
Agreement,  to make an advance (the "Advance") to DST in the aggregate principal
amount of $107,472,386,  and DST has agreed to pay to the Lender the outstanding
principal  amount of the Advance and accrued  interest on the maturity date. The
maturity date is June 30, 2005 (unless such date is accelerated  pursuant to the
terms of the Loan Agreement). The Advance is evidenced by a promissory note (the
"Note")  executed  by DST,  dated  June 8,  2005,  in favor of  Citibank  in the
principal  amount of  $107,472,386.  The Note is entitled to the benefits of the
Loan Agreement. The form of Note is attached as Exhibit A to the Loan Agreement.

     DST has the  right to  prepay  the  Advance  in  whole or in part,  without
premium or penalty,  subject to the requirements of the Loan Agreement. The Loan
Agreement contains  provisions for acceleration of the maturity date of the Note
upon the happening of certain stated events and also for  prepayments on account
of  principal  of the Note  prior  to the  maturity  date  upon  the  terms  and
conditions  specified in the Loan Agreement.  If an Event of Default (as defined
in the Loan  Agreement) has occurred and is  continuing,  the Lender may declare
the Advance,  the Note,  all interest  thereon and all other  obligations of DST
under the Loan Agreement and the Note forthwith due and payable. DST is required
to  prepay  the  Advance,  in whole or in part,  as  applicable,  under  certain
circumstances. If (i) on any business day, the closing price of DST common stock
is equal to or less than a specified  price, or (ii) on any calendar day the net
asset value of a specified  subsidiary of DST is less than the amount  specified
in the  Loan  Agreement,  the  Lender  may  require  prepayment  of  100% of the
outstanding  principal amount of the Advance and any other amounts payable under
the Loan  Agreement on the prepayment  date specified by the Lender.  If, on any
business day, the closing price of DST common stock is within a range  specified
in  the  Loan  Agreement,  the  Lender  may  require  prepayment  of  50% of the
outstanding  principal  amount of the Advance  and any  accrued  interest on the
prepayment date specified by the Lender.

     Subject to certain provisions of the Loan Agreement,  DST has agreed to pay
interest  on the  Advance  at a per annum rate equal to 1.00% over the LIBOR (as
defined in the Loan Agreement)  rate. In an Event of Default,  DST has agreed to
pay a default rate of 10% per annum, as set forth in the Loan Agreement.

     DST has agreed to indemnify the Lender, its affiliates and their respective
officers,  directors,  employees,  agents and advisors  against certain damages,
losses, liabilities and expenses, as set forth in the Loan Agreement.

     The above  description  of the Loan  Agreement and the Note is qualified in
its entirety by reference to the terms of the Loan Agreement  attached hereto as
Exhibit 10.1 and the form of Note attached as Exhibit A thereto.





ITEM 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
          Off-Balance Sheet Arrangement of a Registrant.

     As discussed  under Item 1.01, DST has entered into the Loan Agreement with
Citibank and has executed the Note in favor of Citibank in the principal  amount
of  $107,472,386.  Please see the discussion in Item 1.01, which is incorporated
into this Item 2.03 by reference.

ITEM 9.01 Financial Statements and Exhibits

(c). Exhibits.

Exhibit
Number              Description
---------------     ------------------------------------------------------------
10.1                Loan  Agreement,  dated  as of June  8,  2005,  between  DST
                    Systems, Inc. and Citibank, N.A.





                                   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 13th day of June, 2005.


                                  DST SYSTEMS, INC.


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