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

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1


             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                         Commission File Number 1-14036

                                DST SYSTEMS, INC.
               (Exact name of Company as specified in its charter)

           DELAWARE                                             43-1581814
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                333 WEST 11TH STREET, KANSAS CITY, MISSOURI 64105
               (Address of principal executive offices) (Zip Code)

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

                                   NO CHANGES
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 Yes [X]     No [  ]

        Number of shares outstanding of the Company's common stock as of
                                October 31, 1997:
                    Common Stock $.01 par value - 49,111,261



General

In this first amendment to the Company's Form 10-Q/A for the quarter ended
September 30, 1997, the Company, in accordance with Rule 601(c)(2)(iii) of
Regulation S-K, is providing an amended and restated Financial Data Schedule in
Exhibit 27.1 for the 1996 quarters, a restated Financial Data Schedule in
Exhibit 27.2 for the year ended 1996, and an amended and restated Financial Data
Schedule in Exhibit 27.3 for the 1997 quarters.

The Company is adding "diluted" earnings per share in each of the schedules to
reflect the new reporting requirements imposed by Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), which requires the computation of
earnings per share under both the "basic" and "diluted" methods. The original
Financial Data Schedules showed earnings per share calculated under the basic
method only. The 1997 10-K reflected the new SFAS 128 reporting requirements,
and therefore, the Company has not restated the Financial Data Schedule for the
year ended 1997.

The amended and restated Financial Data Schedule for the 1997 quarters (Exhibit
27.3) contains information filed for the first time pertaining to the quarter
ended March 31, 1997, and to the quarter ended June 30, 1997. The amended and
restated Financial Data Schedule for the 1996 quarters (Exhibit 27.1) corrects
for the period ended September 30, 1996 a typographical error in the original
filing for total assets and for total liabilities and equity. None of the
restated Financial Data Schedules contains any change in previously reported
information other than as described above.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

All information provided under Part II. Item 6. Exhibits and Reports on Form
8-K, except for the information within this Form 10-Q/A Amendment No. 1 as
provided below, remains unchanged from the Company's Form 10-Q filed with the
Securities and Exchange Commission on November 14, 1997.

(a)   Exhibits:

(27) Financial Data Schedule

     27.1   Amended and restated Financial Data Schedules are attached to this 
            Form 10-Q/A Amendment No. 1 as Exhibit 27.1
     27.2   Restated Financial Data Schedules are attached to this Form 10-Q/A 
            Amendment No. 1 as Exhibit 27.2
     27.3   Amended and restated Financial Data Schedules are attached to this 
            Form 10-Q/A Amendment No. 1 as Exhibit 27.3


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, and in the capacities indicated on July 14, 1998.

DST Systems, Inc.

/s/ Kenneth V. Hager
Kenneth V. Hager
Vice President and Chief Financial Officer
(Principal Financial Officer)