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

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934

          Date of Report (Date of earliest event reported) February 16, 1999

             (Exact name of registrant as specified in its charter)
                                DST Systems, Inc.

              (State or other     (Commission          (I.R.S. Employer
                jurisdiction      File Number)        Identification No.)
              of incorporation)

                  Delaware         1-14036               43-1581814

                333 West 11th Street, Kansas City, Missouri 64105
               (Address of principal executive offices) (Zip Code)

           Registrant's telephone number, including area code (816) 435-6568

                                 Not Applicable
          (Former name or former address, if changed since last report.)



                                    FORM 8-K
                                DST SYSTEMS, INC.
ITEM 1  CHANGES IN CONTROL OF REGISTRANT
Not applicable.

ITEM 2  ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.

ITEM 3  BANKRUPTCY OR RECEIVERSHIP
Not applicable.

ITEM 4  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.

ITEM 5  OTHER EVENTS
See  attached  as  Exhibit  A to this  Form  8-K an  announcement  of  quarterly
financial  data for the years ended  December  31,  1997 and 1998 and  financial
results for the month ended  January 31, 1999 all  reflecting  the  December 21,
1998  merger of DST  Systems,  Inc.  with  USCS  International,  Inc.  which was
accounted for as a pooling-of-interests.

ITEM 6  RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.

ITEM 7  FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.

ITEM 8  CHANGE IN FISCAL YEAR
Not applicable.

SIGNATURE
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.


                                         DST Systems, Inc.


                                         /s/ Kenneth V. Hager 
                                         Vice President, Chief Financial Officer
                                         and Treasurer

Date: February 16, 1999