Exhibit 8.2


                   [Sonnenschein Nath & Rosenthal Letterhead]



                                  June 14, 2001





     We have acted as tax counsel to Kansas City  Southern  Industries,  Inc., a
Delaware  corporation  (the  "Company"),  in connection with the issuance of the
Company's Common Stock.

     In  formulating  our opinion,  we have reviewed such documents as we deemed
necessary or appropriate,  including (i) the Registration Statement on Form S-3,
filed with the U.S. Securities and Exchange Commission (the "Commission") on May
16, 2001 pursuant to the  Securities Act of 1933, and as amended on June 5, 2001
(the "Registration Statement");  and (ii) the Prospectus of the Company that was
included in the Registration Statement on Form S-3, as declared effective by the
Commission on June 5, 2001 (the "Prospectus").

     We have also  participated  in the  preparation  of the  Supplement  to the
Prospectus  for the Common Stock,  filed on June 7, 2001,  and forming a part of
the Registration Statement (the "Prospectus  Supplement").  In addition, we have
made such other factual and legal inquiries as we have  considered  necessary or
appropriate.

     Our opinion set forth below assumes (i) the initial and continuing accuracy
of the  statements  and  facts  concerning  the  Common  Stock  set forth in the
Registration Statement, the Prospectus and the Prospectus Supplement and certain
other documents;  (ii) the conformity of the Common Stock to the terms set forth
in the Registration Statement, the Prospectus and the Prospectus Supplement; and
(iii) the genuineness of all signatures,  the legal capacity of natural persons,
the  authenticity  of  all  documents  submitted  to us as  originals,  and  the
conformity  to  original   documents  of  all  documents   submitted  to  us  as
photocopies.  We also have assumed that the transactions related to the issuance
of the  Common  Stock will be  consummated  in the  manner  contemplated  by the
Registration Statement, the Prospectus and the Prospectus Supplement.

     Based  upon the  foregoing  and in  reliance  thereon,  and  subject to the
qualifications, exceptions, assumptions and limitations herein contained, we are
of the  opinion  that the  discussion  in the  Prospectus  Supplement  under the
heading  "Material  United States Tax  Consequences  to Non-U.S.  Holders of our
Common Stock" constitutes, in all material respects, a fair and accurate summary
of the matters addressed therein, based on the assumptions stated or referred to
therein; and

     We express no opinion  concerning any tax consequences  associated with the
Common Stock other than those specifically set forth herein.

     Our opinion is based on current  provisions of the Internal Revenue Code of
1986,  as  amended,  Treasury  Regulations  promulgated  thereunder,   published
pronouncements  of the Internal Revenue Service,  and case law, any of which may
be changed at any time with retroactive  effect. Any change in applicable law or
the facts and  circumstances  surrounding the Common Stock, or any inaccuracy in
the statements,  facts, assumptions, and representations on which we relied, may
affect the  continuing  validity of the opinion set forth  herein.  We assume no
responsibility  to inform you of any such changes or in accuracy  that may occur
or come to our attention.

     This opinion is furnished to you solely for your benefit in connection with
the  offering of the Common Stock and is not to be used,  circulated,  quoted or
otherwise  referred to for any other  purpose or relied upon by any other person
without  our prior  written  consent.  We hereby  consent  to the filing of this
opinion with the  Commission as Exhibit 8.2 to the  Registration  Statement.  In
giving this  consent,  we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as  amended,  or  the  rules  and  regulations  of  the  Commission  promulgated
thereunder.

                                              Very truly yours,



                                              /s/ Sonnenschein Nath & Rosenthal


11292770v2