Exhibit 3.1

                      KANSAS CITY SOUTHERN INDUSTRIES, INC.

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

      KANSAS CITY  SOUTHERN  INDUSTRIES,  INC., a  corporation  organized and
existing under and by virtue of the General  Corporation  Law of the State of
Delaware, as amended (the "DGCL"), DOES HEREBY CERTIFY:

      FIRST:  That at a meeting of the Board of Directors of the Corporation,  a
resolution  was  duly  adopted  setting  forth  a  proposed   amendment  of  the
Corporation's   Certificate  of   Incorporation  to  amend  the  Certificate  of
Incorporation  to  change  the  corporation  name  to  "Kansas  City  Southern,"
declaring  the  amendment  to be  advisable  and  directing  that  the  proposed
amendment  be  considered  at  the  Annual  Meeting  of   Shareholders   of  the
Corporation.

      SECOND:  That  thereafter,  pursuant  to a  resolution  of  the  Board  of
Directors, the Stockholders of said Corporation, in a meeting held in accordance
with  Section  211 of the  General  Corporation  Law of the  State of  Delaware,
approved such resolution by voting the necessary number of shares as required by
statute in favor of the amending.

      THIRD:  That  following  the duly  called and held  Annual  Meeting of the
Stockholders of the  Corporation,  at a meeting of the Board of Directors of the
Corporation,  the following  resolution setting forth the proposed amendment was
adopted:

            "RESOLVED,  That the Certificate of  Incorporation  be and is hereby
      amended  by  deleting  Article  FIRST  thereof  in  its  entirety  and  by
      substituting in lieu thereof the following:

                  FIRST:   The  name  of  the   corporation  is  Kansas  City
Southern."

      FOURTH:  That said  amendment was duly adopted in  accordance  with the
provisions  of Section  242 of the  General  Corporation  Law of the State of
Delaware.

      FIFTH:  That this  Amendment  shall be  effective  at 6:00 p.m.  EDT on
May 2, 2002.

      IN WITNESS WHEREOF,  KANSAS CITY SOUTHERN  INDUSTRIES,  INC. has caused
this  certificate to be signed by Louis G. Van Horn, its authorized  officer,
this 29th day of April, 2002.

                              KANSAS CITY SOUTHERN INDUSTRIES, INC.


                              By:  /s/Louis G. Van Horn
                                   --------------------------------------
                                   Name:  Louis G. Van Horn
                                   Title:  Vice President and Comptroller


(Corporate Seal)

ATTEST:


By:   /s/ Julie D. Powell
      -------------------
      Julie D. Powell
Its:  Assistant Secretary