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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: September 1, 2006
                        (Date of earliest event reported)

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

                                    Delaware
                 (State or other jurisdiction of incorporation)

                1-14036                            43-1581814
       (Commission File Number)       (I.R.S. Employer Identification No.)

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


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

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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)


[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)


[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


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ITEM 1.01  Entry into a Material Definitive Agreement

     DST Systems,  Inc.  ("DST") has entered  into a Second  Amendment to Credit
Agreement, dated as of September 1, 2006 (the "Second Amendment"),  amending the
Credit Agreement dated as of June 28, 2005, as amended, (the "Credit Agreement")
for DST's $600 million unsecured revolving credit facility. The Second Amendment
is among  DST,  the  Lenders  identified  in the  Second  Amendment  and Bank of
America,  N.A. as Administrative Agent, L/C Issuer and Swing Line Lender. A copy
of the Second Amendment is attached as Exhibit 10.1 to this report.

     The Second  Amendment  amends the Credit  Agreement by, among other things:
(i) deleting  the  Consolidated  Net Worth  financial  covenant  from the Credit
Agreement;  (ii) allowing DST to repurchase or redeem its capital stock with the
$254 million cash  dividend it received  from  Asurion  Corporation  on July 13,
2006, as described in DST's  current  report on Form 8-K dated July 13, 2006, as
filed with the  Securities  and Exchange  Commission on July 17, 2006,  provided
such repurchase or redemption occurs during the period prior to August 31, 2007;
(iii)  allowing DST to  repurchase  or redeem its capital  stock in an aggregate
amount not to exceed  $50,000,000  with the cash  proceeds from the sale of real
property,  in one or more  transactions,  provided such repurchase or redemption
occurs  within one year of the receipt of the  proceeds of each such sale;  (iv)
clarifying  that DST may  repurchase or redeem  capital stock from  employees in
connection  with  the  exercise  of stock  options  by  and/or  the  vesting  of
restricted  stock of such  employees  in the amount  necessary  to fund the cash
payments  made by DST to the IRS to  cover  tax  liabilities  of such  employees
related to such exercise of stock options or vesting of  restricted  stock;  and
(v) increasing the maximum  Consolidated  Leverage Ratio permitted as of the end
of each quarter from 3.00 to 1.00 to 3.25 to 1.00 for the remaining  term of the
Credit Agreement.

     The above  description of the Second Amendment is qualified in its entirety
by reference  to the terms of the Second  Amendment  attached  hereto as Exhibit
10.1.

ITEM 9.01 Financial Statements and Exhibits

(d)  Exhibits.

Exhibit
Number              Description
-------------       ------------------------------------------------------------

10.1                Second Amendment to Credit Agreement,  dated as of September
                    1, 2006









                                    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 on this 8th day of September, 2006.

                                     DST SYSTEMS, INC.

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


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