CERTIFICATE OF
                 AMENDMENT OF CERTIFICATE OF INCORPORATION
                                    OF
                   KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                     
                                May 6, 1994
                  ______________________________________
                                     
    Kansas City Southern Industries, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

    FIRST,  that at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth proposed amendments  of  the 
Corporation's  Certificate  of  Incorporation, declaring the amendments to be
advisable and directing that the proposed  amendments  be  considered  at  the
annual  meeting of stockholders of the Corporation.  Said amendments amend the
first paragraph of paragraph "FOURTH" of the Corporation's Certificate of
Incorporation so that as amended that paragraph reads as follows:

          FOURTH.  The total number of shares of stock which the
     Corporation shall have authority to issue is FOUR HUNDRED  TWO 
     MILLION  EIGHT  HUNDRED  FORTY  THOUSAND (402,840,000)  shares,  of 
     which  Eight  Hundred  Forty Thousand (840,000) shares having a par
     value of $25 each shall be Preferred Stock, Two Million (2,000,000)
     shares having a par value of  $1  each shall be New Series Preferred
     Stock, and Four Hundred Million (400,000,000) shares having a par
     value of $0.01 each shall be Common Stock.
                                                
    SECOND,  that  thereafter,  pursuant  to  resolution  of  the
Corporation's Board of Directors, the regular annual meeting of the
stockholders of the Corporation was duly called and held, upon notice, such
notice describing such amendments, in accordance with Section 222  of  the 
General  Corporation  Law of  the  State  of Delaware, at which meeting in
excess of the necessary number of shares as required by statute and the
Certificate of Incorporation (including the necessary number of shares of each
class of stock, where class votes were required)  were voted in favor of  the
amendments.

    THIRD, that said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

    FOURTH,  that the capital of the Corporation shall not be reduced by
reason of said amendments.


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Kansas City Southern Industries, Inc.
Certificate of Amendment
May 6, 1994


    IN WITNESS WHEREOF, Kansas City Southern Industries, Inc. has caused  its 
corporate  seal  to  be  hereunto  affixed  and  this certificate  to be
signed by Richard P.  Bruening,  Senior Vice President and General Counsel, 
and Sherry Cooper its Assistant Secretary as of the date first written above.



                            /s/ Richard P. Bruening               
                         Richard P. Bruening
                         Senior Vice President and General Counsel

ATTEST:
                            /s/ Sherry K. Cooper                  
[CORPORATE SEAL]         Sherry K. Cooper
                         Assistant Secretary






























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