8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 28, 2005

WADDELL & REED FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13913	51-0261715
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6300 Lamar Avenue

Overland Park, Kansas 66202

(Address of Principal Executive Offices) (Zip Code)

(913) 236-2000

(Registrant’s telephone number, including area code)

(Registrant’s Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01:            OTHER EVENTS

Waddell & Reed Financial, Inc. is furnishing this Current Report on Form 8-K in order to furnish to the United States Securities and Exchange Commission a statement issued by the Company on March 28, 2005.  A copy of the statement being furnished is included herewith as Exhibit 99.1.

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Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits.
		99.1	Statement dated March 28, 2005 titled “Waddell & Reed Disputes Action by Missouri Securities Division” (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WADDELL & REED FINANCIAL, INC.
Date: March 28, 2005	By:	/s/ Wendy J. Hills
		Vice President, Secretary and
		Associate General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Statement dated March 28, 2005 titled “ Waddell & Reed Disputes Action by Missouri Securities Division” (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended).

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EX-99.1

Exhibit 99.1

Waddell & Reed Disputes Action by Missouri Securities Division

Overland Park, Kan., March 28, 2005 –Waddell & Reed Financial, Inc. today issued the following statement:

One of the company’s broker/dealer subsidiaries, Waddell & Reed, Inc., is working vigorously to vacate an order issued today by the Missouri Securities Division, which suspends the securities activity of Waddell & Reed, Inc. until a hearing scheduled for April 7, 2005.

We are extremely disappointed that the Missouri Securities Division has chosen to take the extraordinary action of foreclosing our opportunity to serve clients in the state. The order, which questions approximately 350 transactions, disrupts the interests of tens of thousands of Missouri clients and the more than 450 Waddell & Reed advisors registered in the state to whom they turn for ongoing counsel and guidance. Above and beyond the effect on Waddell & Reed, which is substantial, is our profound concern that the division would take action detrimental to our clients by eliminating their freedom to interact with their personal financial advisors and manage their personal finances.

This action is especially disheartening given the fact that we cooperated fully with the division’s requests for information in 2004 related to these transactions (all of which took place before August 2002), and never again heard from the division before it took this drastic action.  We are aware of no precedent for a state taking such action without discussions with a company, especially when in this case there is no allegation of ongoing damage warranting this summary action without a hearing.

The same issues raised by the Missouri Securities Division in its order already are scheduled to be reviewed thoroughly at an NASD hearing in just over one month. We welcome the opportunity to present evidence demonstrating the benefits achieved by the clients as a result of the transactions identified by the division, an opportunity we have not been afforded to date by the division. We are continuing to work with the staff of the division to reach a fair and reasonable resolution.

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