AMENDED
                               CERTIFICATE OF
                       DESIGNATIONS ESTABLISHING THE
                    NEW SERIES PREFERRED STOCK, SERIES A
                                     OF
                    KANSAS CITY SOUTHERN INDUSTRIES, INC.

     Kansas City Southern Industries, Inc. a corporation organized and
existing under the laws of Delaware (the "Corporation"), pursuant to the
provisions of Section 151(g) of the Delaware General Corporation Law, as
amended, submits this Certificate of Designation for the purpose of amending
the Company's Certificate of Designation filed May 19, 1986 for the creation
of a Series A within the class of its New Series Preferred Stock, par value
$1.00 per share.  The Corporation, through its president and Secretary, hereby
certifies that:

     1.   The name of the Corporation is Kansas City Southern Industries,
Inc.

     2.   By the Corporation's certificate of incorporation, as amended (the
"Certificate of Incorporation"), duly filed, the total number of shares of
capital stock authorized that the Corporation may issue is stated by Paragraph
FOURTH to be 402,840,000 shares, of which 840,000 shares, having a par value
of $25.00 per shares, shall be preferred stock, 2,000,000 shares, having a par
value of $1.00 per share, shall be New Series Preferred Stock, and 400,000,000
shares, having a par value of $0.01 per share, shall be common stock; and, by
such Certificate of Incorporation, the shares of the New Series Preferred
Stock are authorized to be issued in one or more series as may be determined
from time to time by the Board of Directors.

     3.   The Corporation duly filed a Certificate of Designation on May 19,
1986 creating New Series Preferred Stock, Series A (the "Series A Preferred
Stock").

     4.   No shares of the Series A Preferred Stock have been issued by the
Corporation.

     5.   The following resolutions, amending and restating the relative
rights and preferences of such Series A Preferred Stock pursuant to the
authority conferred on the Board of Directors by the Certificate of
Incorporation and Section 151(g) of the Delaware General Corporation Law, as
amended, were duly adopted by the Board of Directors of the Corporation at a
meeting duly convened and held on September 19, 1995:

     RESOLVED, that pursuant to the authority expressly granted to the Board
of Directors by the provisions of Paragraph FOURTH of the Certificate of
Incorporation, as amended, of the Corporation and Section 151(g) of the
Delaware General Corporation Law, as amended, the Board of Directors hereby
amends and restates the designations, powers, preferences and rights of the
New Series Preferred Stock, Series A and the qualifications, limitations and
restrictions thereof, subject to compliance with the applicable provisions of
the Certificate of Incorporation, as amended, as follows:

     1.   Designation and Amount.  The shares of such series shall be
designated as "New Series Preferred Stock, Series A (the "Series A Preferred
Stock") and the number of shares initially constituting such series shall be
150,000 (which number may be increased or decreased by the Board of Directors
without a vote of Stockholders).

     2.   Dividends and Distributions.

          A.   Subject to any prior and superior rights of the holders of
any series of Preferred Stock ranking prior and superior to the shares of
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled prior to the payment of any
dividends on shares ranking junior to the Series A Preferred Stock to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $10.00 or (b)
subject to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of Common Stock,
par value $0.01 per share, of the Corporation (the "Common Stock") or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any whole or fractional
share of Series A Preferred Stock.  In the event the Corporation shall at any
time after October 12, 1995 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders
of shares of Series A Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.  Such adjustment shall be made
successively whenever such a dividend or change in the Common Stock is
consummated.

          B.   The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided, that in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next
subsequent.  Quarterly Dividend Payment Date, a dividend of $10.00 per share
on the series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

          C.   Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear interest.  Dividends paid
on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding.  The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

     3.   Voting Rights.  The holders of shares of Series A Preferred Stock
shall have the following voting rights:

          A.   Subject to the provision for adjustment hereinafter set
forth, each 1/1,000th share of Series A Preferred Stock shall entitle the
holder thereof to one vote on all matters voted on at a meeting of the
stockholders of the Corporation.  In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which holders
of shares of Series A Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.  Such adjustment
shall be made successively whenever such a dividend or change in the Common
Stock is consummated.

          B.   Except as otherwise provided hereon or by law, the holders
of shares of Series A Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters voted on at a meeting of
stockholders of the Corporation.  

          C.   Except as set forth herein, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

     4.   Certain Restrictions.

          A.   Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

               i.   declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of capital stock of the Corporation ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;

               ii.  declare or pay dividends on or make any other
distributions on any shares of capital stock of the Corporation ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably on the Series
A Preferred Stock and all such parity stock on which dividends are payable or
in arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;

               iii. redeem or purchase or otherwise acquire for
consideration shares of any capital stock of the Corporation ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock; provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any capital stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or

               iv.  purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, shall determine
in good faith will result in fair and equitable treatment among the respective
series or classes.

          B.   The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at such time
and in such manner.

     5.   Reacquired Shares.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All
such shares shall upon their cancellation become authorized but unissued
shares of New Series Preferred Stock and may be reissued as part of a new
series of New Series Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

     6.   Liquidation, Dissolution or Winding Up.

          A.   In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, no distribution shall be made on
any shares of capital stock of the Corporation that rank junior (whether as to
dividends or upon liquidation, dissolution or winding up) to Series A
Preferred Stock unless prior thereto the holders of shares of Series A
Preferred Stock shall have received an amount per share equal to 1,000 times
the aggregate amount to be distributed per share to holders of the Common
Stock.

          B.   In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A liquidation preference and
the liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.

          C.   In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount that the holders of the Series A Preferred Stock
were entitled to receive upon liquidation, dissolution or winding up of the
Corporation immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.  Such adjustment shall be made successively
whenever such a dividend or change in the Common Stock is consummated.

     7.   Merger; Consolidation, etc.   In case the Corporation shall enter
into any merger, consolidation, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is changed or exchanged. 
In the event the Corporation shall at any time after the Rights Declaration
Date (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then, in each such
case, the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.  Such adjustment shall be made
successively whenever such a dividend or change in the Common Stock is
consummated.

     8.   No Redemption. The Series A Preferred Stock shall not be
redeemable.

     9.   Ranking.  The Series A Preferred Stock shall rank on a parity
with all other series of the Corporation's Preferred Stock as to the payment
of dividends and other distribution of assets, unless the terms of any such
other series shall provide otherwise.

     10.  Amendment.     The Certificate of Incorporation of the Corporation
shall not be further amended in any manner that would materially alter or
change the powers, preferences, rights, qualifications, limitations and
restrictions of the Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding shares of Series A Preferred Stock, voting separately as a class.

     11.  Fractional Shares.  Series A Preferred Stock may be issued in
fractions of a share, which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

     IN WITNESS HEREOF, the Corporation has caused this Certificate to be
executed in its name by the undersigned, thereunto duly authorized, this 7th
day of November, 1995.

                         KANSAS CITY SOUTHERN INDUSTRIES, INC.



                         By:  /s/ Landon H. Rowland, President



                         By:  /s/ Richard P. Bruening, Secretary

STATE OF MISSOURI   )
                    )    SS.
COUNTY OF JACKSON   )

     BE IT REMEMBERED that on this 7th day of November, 1995 personally came
before me, a Notary Public in and for the county and state aforesaid, LANDON
H. ROWLAND, President and RICHARD P. BRUENING, Secretary of Kansas City
Southern Industries, Inc., a corporation of the State of Delaware, and they
duly executed said Certificate before me and acknowledged the said Certificate
to be their act and deed and the act and deed of said Corporation and the
facts stated therein are true; and that the seal affixed to said Certificate
and attested by the Secretary of said Corporation is the common or corporate
seal of said Corporation.

     IN WITNESS HEREOF, I have hereunto set my hand and seal on the day and
year last above written.


                         /s/ Julia A. Robinson, Notary Public