FILED PURSUANT TO RULE 424(B)(3)
                                                     REGISTRATION NO. 333-107573


PROSPECTUS SUPPLEMENT NO. 3 DATED DECEMBER 9, 2003
TO PROSPECTUS DATED NOVEMBER 12, 2003


                                400,000 SHARES OF
                              KANSAS CITY SOUTHERN
   4.25% REDEEMABLE CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES C
                     (LIQUIDATION PREFERENCE $500 PER SHARE)
                                       AND
          13,389,120 SHARES OF COMMON STOCK (PAR VALUE $0.01 PER SHARE)
                         ISSUABLE UPON CONVERSION OF THE
      REDEEMABLE CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES C


     This prospectus  supplement  relates to the  accompanying  prospectus dated
November  12,  2003  relating  to the  offer and sale from time to time of up to
400,000 shares of 4.25% Redeemable  Cumulative  Convertible  Perpetual Preferred
Stock,  Series C,  referred to as the Series C Preferred  Stock,  of Kansas City
Southern and the shares of common stock of Kansas City  Southern  issuable  upon
conversion  of the  Series C  Preferred  Stock.  The  "Selling  Securityholders"
section of the  accompanying  prospectus is hereby  supplemented  to include the
information   provided   below  in  the   table   appearing   in  the   "Selling
Securityholders"   section  of  this  prospectus   supplement  with  respect  to
amendments to the information  previously listed in the accompanying  prospectus
and, as indicated,  supercedes the information  previously included in the table
appearing  in  the  "Selling   Securityholders"   section  of  the  accompanying
prospectus, or any other amendments or supplements thereto.

     This prospectus  supplement should be read in conjunction with, and may not
be delivered or utilized without, the accompanying prospectus dated November 12,
2003 and all other amendments or supplements  thereto. The terms of the Series C
Preferred Stock are set forth in the accompanying  prospectus dated November 12,
2003.

     Selling securityholders listed in the "Selling  Securityholders" section of
this prospectus  supplement and any other amendments or supplements  thereto may
offer  and sell the  Series C  Preferred  Stock and the  shares of common  stock
issuable  upon  conversion  of the Series C  Preferred  Stock  pursuant  to this
prospectus supplement,  the accompanying prospectus, and any other amendments or
supplements  thereto.  Our  registration of the Series C Preferred Stock and the
shares of common stock issuable upon  conversion of the Series C Preferred Stock
does not necessarily mean that the selling  securityholders will sell all or any
of the Series C Preferred Stock or the shares of common stock.



                             SELLING SECURITYHOLDERS

     The Series C Preferred  Stock,  and any shares of our common  stock  issued
upon  conversion  of the  Series C  Preferred  Stock,  are being  offered by the
selling securityholders listed in the table below. We issued and sold the Series
C  Preferred  Stock in a private  placement  to the initial  purchasers,  Morgan
Stanley & Co.  Incorporated  and  Deutsche  Bank  Securities  Inc.  The  selling
securityholders  purchased  their  Series C  Preferred  Stock  from the  initial
purchasers or from subsequent  holders in transactions  exempt from registration
under the Securities Act.

     This  prospectus  covers sales,  by the named selling  securityholders,  of
Series C Preferred  Stock and shares of common stock issued upon any  conversion
of the Series C Preferred Stock by the selling  securityholder.  This prospectus
will not cover  subsequent sales of our common stock received upon conversion of
Series C Preferred Stock purchased from a selling  securityholder  named in this
prospectus.

     No offer or sale  under  this  prospectus  may be made by a  securityholder
unless  that  holder  is  listed in the table  below,  in a  supplement  to this
prospectus  or in an amendment to the related  registration  statement  that has
become  effective.  We will  supplement  or amend  this  prospectus  to  include
additional  selling  securityholders  upon  request  and upon  provision  of all
required  information  to us,  subject to the terms of the  Registration  Rights
Agreement, dated as of May 5, 2003 between KCS and the initial purchasers.

     The following table sets forth certain information,  as of December 8, 2003
about the amount of Series C Preferred Stock  beneficially owned by each selling
security  holder  and the  number  of  shares  of  common  stock  issuable  upon
conversion of the Series C Preferred Stock that may be offered from time to time
pursuant to this prospectus.

     The percentage of Series C Preferred Stock outstanding  beneficially  owned
by each selling security holder is based on 400,000 shares of Series C Preferred
Stock  outstanding.  The  number of shares of common  stock  owned  prior to the
offering does not include shares of common stock issuable upon conversion of the
Series C  Preferred  Stock.  The number of shares of common  stock  shown in the
table below assumes conversion of all shares of Series C Preferred Stock held by
such holder at the initial conversion rate of 33.4728 shares of common stock per
share of Series C Preferred Stock. This conversion rate is subject to adjustment
as described under "Description of the Series C Preferred  Stock--Adjustments to
the Conversion Rate." Accordingly, the number of shares of common stock issuable
upon  conversion  of the Series C Preferred  Stock may increase or decrease from
time to time.  Under the certificate of designations  for the Series C Preferred
Stock,  fractional  shares  will not be issued upon  conversion  of the Series C
Preferred Stock. Cash will be paid instead of fractional shares, if any.

     The following table has been prepared based upon the information  furnished
to us by the selling security holders.  The selling security holders  identified
below may have sold,  transferred or otherwise  disposed of some or all of their
Series  C  Preferred  Stock  since  the  date on which  the  information  in the
preceding table is presented in  transactions  exempt from or not subject to the
registration  requirements of the Securities Act of 1933. Information concerning
the selling security holders may change from time to time and, if necessary,  we
will supplement this  prospectus  accordingly.  We cannot give an estimate as to
the amount of Series C Preferred  Stock or common stock issuable upon conversion
thereof that will be held by the selling  security  holders upon the termination
of this offering  because the selling  security holders may offer some or all of
their  Series C  Preferred  Stock  or  common  stock  pursuant  to the  offering
contemplated by this prospectus. See "Plan of Distribution."

     Except as otherwise  disclosed  in  footnotes  to the table  below,  to our
knowledge, other than their ownership of the securities described below, none of
the selling  security  holders has, or has had within the past three years,  any
position,  office  or  other  material  relationship  with  us  or  any  of  our
predecessors or affiliates.





                                                                                      
                                         NUMBER OF
                                         SHARES OF
                                          SERIES C
                                         PREFERRED                       NUMBER OF      NUMBER OF
                                           STOCK       PERCENTAGE OF     SHARES OF      SHARES OF
                                        BENEFICIALLY     SERIES C       COMMON STOCK     COMMON
                                         OWNED THAT      PREFERRED      OWNED PRIOR    STOCK THAT    PERCENTAGE OF
                                        MAY BE SOLD        STOCK           TO THE        MAY BE       COMMON STOCK
                 NAME                                   OUTSTANDING     OFFERING(1)      SOLD(2)     OUTSTANDING(3)
Alexandra Global Master Fund LTD               1,500                *               0       50,209                 *
Allstate Insurance Company                     2,000                *          16,300       66,945                 *
Alpine Associates                              3,028                *               0      101,355                 *
Alpine Partners, L.P.                            390                *               0       13,054                 *
B.G.I. Global Investors                          200                *               0        6,694                 *
Bank Austria Cayman Islands, LTD               2,000                *               0       66,945                 *
BNP Paribas Equity Strategies, SNC             2,065                *          19,211       69,121                 *
BP Amoco PLC Master Trust                      2,026                *               0       67,815                 *
Clinton Multistrategy Master Fund,
Ltd.                                           4,250            1.06%               0      142,259                 *
Clinton Riverside Convertible
Portfolio Limited                              4,500            1.13%               0      150,627                 *
Context Convertible Arbitrage Fund,
L.P.                                           3,340                *               0      111,799                 *
CooperNeff Convertible Strategies
(Cayman) Master Fund, L.P.                     2,160                *               0       72,301                 *
CSFB Convertible & Quantitative
Strategies Master Fund Limited                50,500           12.63%               0    1,690,376             2.66%
DBAG London                                    5,000            1.25%               0      167,364                 *
Forest Fulcrum Fund LP                           700                *               0       23,430                 *
Grace Convertible Arbitrage Fund, Ltd.         4,800            1.20%               0      160,669                 *
Guggenheim Portfolio Co. XV, LLC               1,500                *               0       50,209                 *
Hotel Union & Hotel Industry of
Hawaii Pension Plan                              732                *               0       24,502                 *
Hourglass Master Fund, Ltd.                    2,975                *               0       99,581                 *
Jefferies & Company Inc.                          18                *               0          602                 *
KD Convertible Arbitrage Fund L.P.             1,660                *               0       55,564                 *
LLT Limited                                      700                *               0       23,430                 *
Lyxor/Convertible Arbitrage Fund, Ltd.           140                *               0        4,686                 *
Lyxor Master Fund Ref.: Silverado                450                *               0       15,062                 *
McMahan Securities Co. L.P.                      350                *               0       11,715                 *
Morgan Stanley & Co. Incorporated(4)          31,239            7.81%          70,922    1,045,656             1.77%
Morgan Stanley Dean Witter
Convertible Securities Trust                   3,000                *               0      100,418                 *
Newport Alternative Income Fund                1,140                *               0       38,158                 *
OIP Limited                                    2,730                *               0       91,380                 *
Pacific Life Insurance Company                   250                *               0        8,368                 *
Polaris Vega Fund L.P.                         1,750                *               0       58,577                 *
Putnam Convertible Income - Growth
Trust                                         15,000            3.75%               0      502,092                 *
RCG Latitude Master Fund, LTD                  4,250            1.06%               0      142,259                 *
RCG Multi Strategy Master Fund, LTD            3,000                *               0      100,418                 *
Radcliffe SPC, Ltd. for and on behalf
of the Class A Convertible Crossover
Segregated Portfolio                          12,500            3.13%               0      418,410                 *
Ramius Master Fund, LTD                        7,250            1.81%               0      242,677                 *
Silverado Arbitrage Trading, LTD                 550                *               0       18,410                 *
Silverback Master, LTD                        34,100            8.53%               0    1,141,422             1.81%
Silvercreek II Limited                         3,230                *               0      108,117                 *
Silvercreek Limited Partnership                6,900            1.73%               0      230,962                 *
Singlehedge U.S. Convertible
Arbitrage Fund                                   340                *               0       11,380                 *





                                         NUMBER OF
                                         SHARES OF
                                          SERIES C
                                         PREFERRED                       NUMBER OF      NUMBER OF
                                           STOCK       PERCENTAGE OF     SHARES OF      SHARES OF
                                        BENEFICIALLY     SERIES C       COMMON STOCK     COMMON
                                         OWNED THAT      PREFERRED      OWNED PRIOR    STOCK THAT    PERCENTAGE OF
                                        MAY BE SOLD        STOCK           TO THE        MAY BE       COMMON STOCK
NAME                                                    OUTSTANDING     OFFERING(1)      SOLD(2)     OUTSTANDING(3)
Sphinx Convertible Arb Fund SPC                  711                *               0       23,799                 *
SSI Blended Market Neutral L.P.                1,025                *               0       34,309                 *
SSI Hedged Convertible Market Neutral
L.P.                                           1,117                *               0       37,389                 *
Sturgeon Limited                                 295                *               0        9,874                 *
Sunrise Partners Limited Partnership           5,250            1.31%               0      175,732                 *
TQA Master Plus Fund, Ltd.                     5,000            1.25%               0      167,364                 *
UBS A6 London Branch                          24,500            6.13%               0      820,083             1.31%
UBS O'Connor LLC F/B/O O'Connor
Global Convertible Portfolio                     500                *               0       16,736                 *
Viacom Inc. Pension Plan Master Trust             66                *               0        2,209                 *
Wachovia Bank National Association             2,800                *               0       93,723                 *
Xavex Convertible Arbitrage #5                 1,000                *               0       33,472                 *
ZCM Asset Holding Co., Inc.                      525                *               0       17,573                 *
Zurich Institutional Benchmark Master
Fund Ltd.                                      2,905                *               0       97,238                 *
All other beneficial owners(5)(6)             19,951            4.99%               0      667,815             1.07%

TOTAL(7)                                     289,858           72.46%         106,433    9,702,359            13.69%



* Less than one percent.

(1)  Does not include  shares of common stock  issuable  upon  conversion of the
     Series C Preferred Stock.
(2)  Consists of shares of common stock issuable upon conversion of the Series C
     Preferred  Stock,  assuming a conversion  rate of 33.4728  shares of common
     stock for each share of Series C Preferred Stock and a cash payment in lieu
     of any  fractional  share  interest.  The  conversion  rate is  subject  to
     adjustment  as  described  under  "Description  of the  Series C  Preferred
     Stock--Adjustments  to the  Conversion  Rate."  Accordingly,  the number of
     shares of common stock  issuable upon  conversion of the Series C Preferred
     Stock may increase or decrease from time to time. Numbers have been rounded
     down to whole numbers due to fact that fractional shares will not be issued
     upon conversion of the Series C Preferred  Stock. The "total" for number of
     shares of common  stock  that may be sold is based on the  conversion  rate
     applied to the total shares of Series C Preferred  Stock  remaining  unsold
     under the registration statement.
(3)  Calculated based on Rule 13d-3(d)(1)  under the Securities  Exchange Act of
     1934, as amended,  using 61,858,375  shares of common stock  outstanding on
     September 30, 2003. In calculating  this amount,  we treated as outstanding
     the number of shares of common stock issuable upon conversion of the Series
     C Preferred Stock by the applicable holder.  However, we did not assume the
     conversion of any other holder's Series C Preferred Stock.
(4)  Morgan  Stanley  Senior  Funding,  Inc.  was a lender  under  KCS's  credit
     facility.  In addition,  during the past three years,  Morgan Stanley & Co.
     Incorporated  and/or its affiliates have performed  financial  advisory and
     investment banking services for KCS. Morgan Stanley & Co., Incorporated was
     an initial  purchaser of 80% of the Series C Preferred Stock in the private
     placement of these securities.
(5)  We  will  identify   additional  selling  security  holders,   if  any,  by
     post-effective amendment before they offer or sell their securities.
(6)  Assumes that the unnamed  holders of Series C Preferred Stock or any future
     transferees,  pledgees or donees of or from any such unnamed  holder do not
     beneficially own any common stock other than the common stock issuable upon
     conversion of the Series C Preferred Stock at the initial conversion rate.
(7)  Does not include 110,142 shares of Series C Preferred Stock sold by selling
     securityholders  which shares are convertible  into 3,686,755 shares of KCS
     common stock,  assuming a conversion rate of 33.4728 shares of common stock
     for each share of Series C  Preferred  Stock and a cash  payment in lieu of
     any fractional share interest.