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

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                                    FORM 8-K

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                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 23, 2006
                                                        (February 17, 2006)

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

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                                    Delaware
                 (State or other jurisdiction of incorporation)

         1-14036                                          43-1581814
(Commission File Number)                       (IRS 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).

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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.):

     [ ]  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 the First  Amendment to Credit
Agreement,  dated as of  February  17,  2006 (the  "Amendment"),  to its  credit
agreement dated as of June 28, 2005 (the "Credit  Agreement").  The amendment is
among DST, the lenders identified in the amendment and Bank of America,  N.A. as
Administrative  Agent, L/C Issuer and Swing Line Lender. A copy of the Amendment
is filed as Exhibit 10.1 to this Form 8-K.

     The  Amendment  amends the  Credit  Agreement  to:  (i)  subject to certain
conditions,  allow DST to  request  an  increase  of up to $600  million  in the
aggregate revolving commitment, and (ii) clarify that DST is allowed to use cash
and/or DST stock to settle both the  principal and accrued  interest  portion of
DST's  Series  A  and  B  convertible  senior  debentures  (upon  conversion  or
otherwise) and use DST stock to settle any conversion  premium  payable upon any
conversion of DST's Series A and B convertible senior debentures.

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


ITEM 9.01 Financial Statements and Exhibits

(c). Exhibits.

Exhibit
Number              Description
---------------     ------------------------------------------------------------
10.1                First  Amendment to Credit  Agreement,  dated as of February
                    17, 2006







                                   SIGNATURES

     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 23rd day of February, 2006.


                                        DST SYSTEMS, INC.


                                        By:  /s/ Randall D. Young
                                           -------------------------------------
                                        Name:  Randall D. Young
                                        Title: Vice President, General Counsel
                                               and Secretary