KANSAS CITY SOUTHERN INDUSTRIES INC
8-K, 1999-02-26
RAILROADS, LINE-HAUL OPERATING
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                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549


                                       FORM 8-K

                                    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 25, 1999

          ******************************************************************

                        KANSAS CITY SOUTHERN INDUSTRIES, INC.
                        -------------------------------------
                (Exact name of registrant as specified in its charter)

          ******************************************************************

             Delaware                    001-04717            44-0663509
             ------------------------------------------------------------
     (State or other jurisdiction       (Commission         (IRS Employer
          of incorporation)             File Number)   Identification No.)

          ******************************************************************

          Address of principal executive offices:      114 West 11th Street
                                                  Kansas City, Missouri  64105


          Registrant's telephone number, including area code:  (816) 983-1303

          ******************************************************************

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

     <PAGE>

     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.

               On February 25,  1999, the Registrant repurchased  460,000 shares
               of its  common stock,  par value $0.01  per share,  in a  private
               transaction.   The shares  were purchased  from The DST  Systems,
               Inc. Employee  Stock Ownership  Plan (the "DST  ESOP").   The DST
               ESOP has  previously sold to  the Registrant other shares  of the
               Registrant's stock which were part of the DST  ESOP's assets as a
               result  of  participation   of  DST  Systems,  Inc.   ("DST")  in
               Registrant's employee stock ownership plan prior to DST's initial
               public offering in 1995.

               The shares were purchased  at a price equal to the  closing price
               per share of the Registrant's common stock on the  New York Stock
               Exchange on  February  24, 1999.    The shares  will  be held  in
               treasury  for use  in connection  with  the Registrant's  various
               employee benefit plans.

               These  repurchases are  part of  the  9,000,000 share  repurchase
               program  that the Registrant's  Board of Directors  authorized in
               1996.  Including this transaction, the Registrant has repurchased
               a total of approximately 4,100,000 shares under this program.  

     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.

     Item 9.   Sales of Equity Securities Pursuant to Regulation S. 

     <PAGE>

                                      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.

                                   KANSAS CITY SOUTHERN INDUSTRIES, INC.



     Date February 26, 1999             /s/ Louis G. Van Horn
                                   ---------------------------------------
                                   Vice President and Comptroller
                                   (Principal Accounting Officer)




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