SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wochner William J

(Last)

(First)

(Middle)

KANSAS CITY SOUTHERN

PO BOX 219335

(Street)

KANSAS CITY

64121-9335

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY SOUTHERN [ KSU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP & Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/02/2008		F		4,463	D	$46.37	106,723⁽³⁾	D
Common Stock	05/02/2008		M		72,000	A	$5.75	178,723⁽³⁾	D
Common Stock	05/02/2008		S		36,000	D	$46.5977	142,723⁽³⁾	D
Common Stock	05/02/2008		F		13,702	D	$46.37	129,021⁽³⁾	D
Common Stock								17,161.3	I	Held by ESOP⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽¹⁾	$5.75	05/02/2008		M⁽⁴⁾			72,000	07/13/2001	07/12/2010	Common Stock	72,000	$0	0	D
LSAR⁽¹⁾	$5.75	05/02/2008		J⁽⁴⁾			72,000	⁽¹⁾	⁽¹⁾	Common Stock	72,000	$0	0	D
Employee Stock Option (Right to Buy)⁽¹⁾	$14.34							02/27/2001	02/26/2011	Common Stock	817		817	D
LSAR⁽¹⁾	$14.34							⁽¹⁾	⁽¹⁾	Common Stock	817		817	D
Employee Stock Option (Right to Buy)⁽¹⁾	$13.42							02/06/2002	02/05/2012	Common Stock	873		873	D
LSAR⁽¹⁾	$13.42							⁽¹⁾	⁽¹⁾	Common Stock	873		873	D
Employee Stock Option (Right to Buy)⁽¹⁾	$12.55							01/16/2003	01/15/2013	Common Stock	1,148		1,148	D
LSAR⁽¹⁾	$12.55							⁽¹⁾	⁽¹⁾	Common Stock	1,148		1,148	D
Employee Stock Option (Right to Buy)⁽¹⁾	$12.55							01/16/2008	01/15/2013	Common Stock	15,000		15,000	D
LSAR⁽¹⁾	$12.55							⁽¹⁾	⁽¹⁾	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy)⁽¹⁾	$14.6							01/02/2005	01/01/2014	Common Stock	6,000		6,000	D
LSAR⁽¹⁾	$14.6							⁽¹⁾	⁽¹⁾	Common Stock	6,000		6,000	D
Employee Stock Option (Right to Buy)⁽¹⁾	$14.53							02/09/2004	02/08/2014	Common Stock	1,102		1,102	D
LSAR⁽¹⁾	$14.53							⁽¹⁾	⁽¹⁾	Common Stock	1,102		1,102	D
Employee Stock Option (Right to Buy)⁽¹⁾	$34.11							02/23/2012	02/22/2017	Common Stock	22,500		22,500	D
LSAR⁽¹⁾	$34.11							⁽¹⁾	⁽¹⁾	Common Stock	22,500		22,500	D

Explanation of Responses:

1. Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated.

2. 17,161.300 shares have accrued to the reporting person's account under the KCS Employee Stock Ownership Plan.

3. Includes 6,594 performance shares that were earned on February 28, 2008 when the KCS Compensation and Organization Committee determined that the 2007 performance goals were met. These performance shares will not vest until January 17, 2010 contingent upon continued employment by the reporting person through that date. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company.

4. Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares.

Remarks:

	Brian P. Banks, Attorney-in-fact	05/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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