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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            -------------------------

                                 SCHEDULE 14A/A

                                 Amendment No. 1

                                 (RULE 14a-101)
                            SCHEDULE 14A INFORMATION


                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant  [ ]

Check the appropriate box:

[ ]  Preliminary proxy statement.

[ ]  Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2)).

[X]  Definitive Proxy Statement.

[ ]  Definitive Additional Materials.

[ ]  Soliciting Material Pursuant to ss. 240.14a-12.


                                DST SYSTEMS, INC.

                (Name of Registrant as Specified in its Charter)
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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(k)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:



[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule, or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

     This  Amendment  No. 1 is being filed  solely for the purpose of filing the
attached  electronic  notice of electronic  access to annual  meeting  materials
being sent solely to holders of DST common stock who are receiving the Company's
Annual Report and proxy solicitation  materials by means of electronic  delivery
and (i) are  employees of the Company who have email  addresses on the Company's
email system,  or (ii) have  expressly  consented to receive proxy  solicitation
materials from the Company by electronic means.


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                                                      [GRAPHIC OMITTED]




          DST Systems, Inc.
          Annual Meeting of Shareholders
          May 9, 2006 at 10:30 a.m.
          333 West 11th St, 3rd Floor
          Kansas City, MO 64102


          Control Number:

          Holder Account Number:

          Proxy Access Number:

          Dear Shareholder:

          Re:

          We are pleased to deliver your proxy statement, annual report and Form
          10-K via email and provide you with the  opportunity  to vote  online.
          The proxy  statement,  annual report and Form 10-K are now  available,
          and you can now vote your  shares  for the 2006  Annual  Stockholders'
          Meeting.  Proxies  submitted by the Internet  must be received by 1:00
          a.m., Central Time, on May 2, 2006.


          To view the 10k, proxy statement and annual report, visit:

          http://www.dstsystems.com/ic/pdf_files/10k_2005-final.pdf
          http://www.dstsystems.com/ic/pdf_files/2006-proxy.pdf
          http://www.dstsystems.com/ic/pdf_files/2005-annreport.pdf

          To cast your vote, please visit  www.computershare.com/expressvote and
          follow the on-screen instructions.  You will need the login validation
          details provided above to access the voting site.

          If  you  have  any  questions  regarding  your  account,  please  call
          1-877-282-1168 and we will be pleased to help. Alternatively,  you may
          also submit your questions directly through our secure, online contact
          form at: www.computershare.com/ContactUs


          Thank you for using our online voting service.


          This email and any files  transmitted  with it are solely intended for
          the  use of the  addressee(s)  and  may  contain  information  that is
          confidential  and  privileged.  If you  receive  this  email in error,
          please advise us by return email  immediately.  Please also  disregard
          the  contents  of  the  email,   delete  it  and  destroy  any  copies
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          transmitted with this email.