Sec Form 4 Filing - HEAVIN JERRY W @ KANSAS CITY SOUTHERN - 2008-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HEAVIN JERRY W
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. Vice President of Sub.
(Last) (First) (Middle)
KANSAS CITY SOUTHERN, PO BOX 219335
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2008
(Street)
KANSAS CITY, MO64121-9335
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 06/25/2008 D 13,441 D $ 0 7,645 D
Common Stock 1,418.354 I Held by 401(k) & P/S Plan ( 5 )
Common Stock 1.019 I Held by ESOP ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) ( 1 ) $ 13.34 09/04/2002 09/24/2008 Common Stock 20,000 20,000 D
LSAR ( 1 ) $ 13.34 ( 1 ) ( 1 ) Common Stock 20,000 20,000 D
Option (Right to Buy) ( 1 ) $ 14.78 07/19/2003 09/24/2008 Common Stock 30,000 30,000 D
LSAR ( 1 ) $ 14.78 ( 1 ) ( 1 ) Common Stock 30,000 30,000 D
Option (Right to Buy) ( 1 ) $ 12.9 10/01/2007 09/24/2008 Common Stock 80,000 80,000 D
LSAR ( 1 ) $ 12.9 ( 1 ) ( 1 ) Common Stock 80,000 80,000 D
Option (Right to Buy) ( 1 ) $ 14.6 11/07/2007 09/24/2008 Common Stock 2,000 2,000 D
LSAR ( 1 ) $ 14.6 ( 1 ) ( 1 ) Common Stock 2,000 2,000 D
Option (Right to Buy) ( 1 ) $ 12.55 ( 2 ) 09/24/2008 Common Stock 2,996 2,996 D
LSAR ( 1 ) $ 12.55 ( 1 ) ( 1 ) Common Stock 2,996 2,996 D
Option (Right to Buy) ( 1 ) $ 12.55 01/16/2008 09/24/2008 Common Stock 7,000 7,000 D
LSAR ( 1 ) $ 12.55 ( 1 ) ( 1 ) Common Stock 7,000 7,000 D
Option (Right to Buy) ( 1 ) $ 14.6 01/02/2005 09/24/2008 Common Stock 20,000 20,000 D
LSAR ( 1 ) $ 14.6 ( 1 ) ( 1 ) Common Stock 20,000 20,000 D
Option (Right to Buy) ( 1 ) $ 14.53 ( 3 ) 09/24/2008 Common Stock 2,771 2,771 D
LSAR ( 1 ) $ 14.53 ( 1 ) ( 1 ) Common Stock 2,771 2,771 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEAVIN JERRY W
KANSAS CITY SOUTHERN
PO BOX 219335
KANSAS CITY, MO64121-9335
Sr. Vice President of Sub.
Signatures
Brian P. Banks, Attorney-in-fact 06/27/2008
Signature of Reporting Person Date
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 )These options are exercisable in installments: 600 on June 23, 2003, 600 on June 23, 2004, 600 on June 23, 2005 and 1,196 on June 23, 2006.
( 3 )These options are exercisable in installments: 554 on February 9, 2004, 554 on June 23, 2004, 554 on June 23, 2005 and 1109 on June 23, 2006.
( 4 )1.019 shares have accrued to the reporting person's account under the KCS Employee Stock Ownership Plan.
( 5 )Includes 26.492 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report for a total of 1,418.354 shares.

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).

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