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

                                  Form 8-K/A-3

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


         Date of Report (Date of earliest event reported) March 25, 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.)






            SECOND AMENDMENT AND RESTATEMENT TO CAUTIONARY STATEMENTS
                                    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
In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995,  DST Systems,  Inc.  (the  "Company")  is hereby
amending and restating  its Form 8-K dated March 15, 1996,  amended and restated
April 13, 1998, and August 4, 1998, setting forth certain cautionary  statements
identifying  important  factors that either  individually or in combination with
other  factors  could cause the  Company's  actual  operating  results to differ
materially from those projected in forward-looking  statements,  whether oral or
written, concerning the Company and made by, or on behalf of, the Company.

ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable.

ITEM 7  FINANCIAL STATEMENTS AND EXHIBITS
Cautionary  statements  for  purposes  of the "safe  harbor"  provisions  of the
Private Securities Litigation Reform Act of 1995 are attached hereto as Restated
and Amended Exhibit 99.

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/ Robert C. Canfield
                                    Senior Vice President, General Counsel,
                                    Secretary

Date:  March 25, 1999