UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
The Continuum Company, Inc.
___________________________
(Name of Issuer)
Common Stock, Par Value $.10 Par Value Per Share
________________________________________________
(Title of Class of Securities)
212180
______
(CUSIP Number)
Copy to:
Robert C. Canfield, Esq. John F. Marvin, Esq.
DST Systems, Inc. Watson & Marshall L.C.
1055 Broadway, 9th Floor 1010 Grand Avenue, Suite 500
Kansas City, Missouri 64105 Kansas City, Missouri 64106
(816) 435-1000 (816) 842-3132
FAX: (816) 435-8630 FAX: (816) 842-1247
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
October 31, 1995
________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box .
<PAGE>
SCHEDULE 13D
1. Name Of Reporting Person S.S. or I.R.S. Identification No.
Of Above Person:
DST Systems, Inc.
2. Check The Appropriate Box If A Member Of A Group (a)
(b)
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e)
6. Citizenship Or Place Of Organization: Delaware
7. Sole Voting Power: 5,544,552
8. Shared Voting Power: None.
9. Sole Dispositive Power: 5,544,552
10. Shared Dispositive Power: None.
11. Aggregate Amount Beneficially Owned By Each Reporting
Person: 5,544,552
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
13. Percent Of Class Represented By Amount In Row (11): 28.8
14. Type Of Reporting Person: Co.
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Amendment No. 5 to Schedule 13D is filed on behalf of
DST Systems, Inc. ("DST") to reflect the recent public offering
of DST's common stock. Reference is made to the initial
statement on Schedule 13D dated as of October 1, 1993 (the "DST
Statement") as amended by Amendments No. 1, 2, 3, and 4 thereto,
dated December 1, 1993, December 22, 1993, and January 6, 1994,
respectively. The DST Statement is hereby further amended,
supplemented and restated as follows.
Item 1. Security and Issuer.
___________________
The class of equity securities to which this Schedule
relates is the common stock, $0.10 par value per share (the
"Common Stock") of The Continuum Company, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 9500 Arboretum Boulevard, Austin, Texas
78759-6399.
Item 2. Identity and Background.
_______________________
This statement is being filed on behalf of DST Systems,
Inc., a Delaware corporation ("DST"). The principal executive
office of DST is located at 1055 Broadway, Kansas City, Missouri
64105. DST Systems, Inc., a Missouri corporation, was
reorganized into DST in August, 1995.
DST is a financial service corporation engaged directly, or
through its subsidiaries and joint ventures, in providing
information processing and computer software services and
products primarily to mutual fund, insurance providers, banks and
other financial services organizations.
Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI"), reduced its ownership in DST through a
primary and secondary public offering of 23,500,000 shares of
DST's common stock. DST is no longer a wholly-owned subsidiary
of KCSI, and KCSI currently owns approximately 41 percent of DST.
In addition, Messrs. A. Edward Allinson & Michael G. Fitt, who
are directors of DST, are also directors of KCSI. DST has not
entered into any agreements with respect to its management or
corporate policies with KCSI. The existence of cumulative voting
and the exemption of KCSI from DST's Stockholders' Rights Plan
provide KCSI with the potential to effectively control the
corporate governance of DST. However, KCSI disclaims control of
DST and beneficial ownership of the Issuer's Common Stock as a
result of its stock ownership in DST.
Neither DST nor any of its executive officers or directors
hereinafter listed has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) nor been a party to a civil proceeding
of a judicial or administrative body resulting in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Each of the executive officers and directors whose names and
business addresses appear below is a U.S. citizen and is
principally employed by DST or its affiliates in the capacities
shown, except as indicated otherwise. The business address of
such officers and directors of DST is 1055 Broadway, Kansas City,
Missouri 64105.
DST Executive Officers
______________________
Name Office
____ ______
Thomas A. McDonnell President/Chief Executive Officer
Thomas A. McCullough Executive Vice President
Morton B. Comer Senior Vice President
Robert C. Canfield Senior Vice President/General
Counsel/Secretary
James P. Horan Chief Information Officer
Kenneth V. Hager Vice President/Chief Financial
Officer/Treasurer
Charles W. Schellhorn President, Output
Technologies, Inc.
Michael A. Waterford Group Vice President
Robert L. Tritt Group Vice President
John W. McBride Group Vice President
J. Philip Kirk, Jr. Vice President
Joan J. Horan Vice President
John T. O'Neal Vice President
James H. Reinert Vice President
John J. Faucett Controller
Michael Winn DST International Limited, United
Kingdom - Manager
DST Directors
_____________
Name Office
____ ______
Thomas A. McDonnell President/Chief Executive Officer DST
Systems, Inc.
Thomas A. McCullough Executive Vice President of DST
Systems, Inc.
A. Edward Allinson Chairman of the Board of Boston
Financial Data Services,
Executive Vice Presidnet of State Street
Bank and Trust Company
Michael G. Fitt Retired
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
DST's initial position in the Issuer's Common Stock was
acquired in exchange for 5,764,660 shares of Vantage Computer
Systems, Inc., a Delaware corporation and a 90.5 percent owned
subsidiary of DST ("Vantage"), pursuant to an offer made by the
Issuer to the shareholders of Vantage and the receipt by DST of
960,286 shares of the Issuer's Common Stock as additional
consideration. DST subsequently expended $38,150,314.28 to
purchase additional shares of Common Stock. DST borrowed
$18,425,953.26 payable at Chemical Bank's prime rate of interest
and $18,329,361.02 payable at 6% per annum, from KCSI. DST
obtained the remainder of the funds utilized to purchase Issuer's
Common Stock from its working capital.
Item 4. Purpose of the Transaction.
__________________________
DST continues to hold the Common Stock for investment
purposes, but reserves the right to exercise any and all rights
and privileges as a stockholder of the Issuer in a manner
consistent with its own best interests, to purchase or sell the
Common Stock or other securities of the Issuer, and to
communicate with management, stockholders of the Issuer or others
and/or to participate, alone or with others, in various plans,
proposals or transactions respecting the Issuer or its
securities.
Except as set forth in this schedule, DST has no present
plans or intentions which relate to or would result in any of the
events described in paragraphs (a) through (j) of Item 4 of the
instructions to Schedule 13D. However, as previously noted, DST
reserves the right to change its intentions with respect to such
matters.
Item 5. Interest in Securities of the Issuer.
____________________________________
Items 7, 8, 9, 10, 11 and 13 of the inside cover page of
Schedule 13D are hereby incorporated by reference in response to
this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships
________________________________________________________
with Respect to Securities of the Issuer.
________________________________________
DST currently has no contracts, arrangements, understandings
or relationships (legal or otherwise) with respect to the
securities of the Issuer.
Item 7. Material to be Filed as Exhibits
________________________________
None.
Signatures
__________
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated as of November 21, 1995.
DST SYSTEMS, INC.
By__________________________________________
Robert C. Canfield
Senior Vice President,
General Counsel and Secretary
