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 29, 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 press release issued by the Company on March 29, 2005.  A copy of the press release being furnished is included herewith as Exhibit 99.1.

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Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits.
		99.1	Press release dated March 29, 2005 titled “Missouri Securities Division Order Vacated by Court; Waddell & Reed Resumes Full Activities in the State” (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 29, 2005	By:	/s/ Daniel C. Schulte
		Senior Vice President and
		General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated March 29, 2005 titled “Missouri Securities Division Order Vacated by Court; Waddell & Reed Resumes Full Activities in the State” (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

News Release

Investor Contact:	Nicole McIntosh	Press Contact:	Roger Hoadley
	Investor Relations Manager		Communications Manager
	(913) 236-1880		(913) 236-1993

Missouri Securities Division Order Vacated by Court; Waddell & Reed Resumes Full Activities in the State

OVERLAND PARK, KS, March 29/PRNewswire/ – Waddell & Reed Financial, Inc. today announced that one of its broker/dealer subsidiaries, Waddell & Reed, Inc., on behalf of itself and all of its officers, directors and financial advisors, has obtained a Temporary Restraining Order barring the Missouri Securities Division from enforcing its order suspending the securities activity of Waddell & Reed, Inc. in Missouri.  As a result of the Order, Waddell & Reed, Inc. is immediately resuming its full broker/dealer activities in the State of Missouri.

As part of its Order, the Court found that yesterday’s order from the Missouri Securities Division was not in the public interest and found that Waddell & Reed has a  “likelihood of success on the merits, in that suspension of the Company and its financial advisors without prior notice and without the opportunity to be heard violated the Company’s and financial advisors’ right to due process of law pursuant to the United States Constitution”.  The Court further ordered that the Missouri Securities Division is enjoined from conducting further proceedings or issuing further orders related to their previous order, or the subject matter thereof, and are required to direct all further proceedings relating to such matters to the Missouri Administrative Hearing Commission pursuant to Missouri state law, instead of a hearing before the Commissioner of Securities.  Further, the Court ordered the Missouri Securities Division to reinstate all registrations of the Company and its financial advisors pending a hearing before and decision by the Missouri Administrative Hearing Commission.  No date has been set for this hearing.

As is the case with all temporary restraining orders, a preliminary injunction hearing is required for the Court’s Order to continue until the matter is resolved.  As a result, the Court ordered a preliminary injunction hearing to take place on April 4, 2005 at which time the parties shall present argument and evidence as to whether a preliminary injunction should be issued consistent with the Order issued by the Court today.  Waddell & Reed, Inc. is confident that it will be successful in obtaining the additional injunctive relief.

Waddell & Reed, Inc. continues to 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 the Company has not been afforded to date by the Division. Waddell & Reed, Inc. will continue to work with the staff of the Division to reach a fair and reasonable resolution of this matter.

Through its subsidiaries, Waddell & Reed Financial, Inc. provides investment management and financial planning services to clients throughout the United States.  Waddell & Reed Investment Management Company serves as investment advisor to the Waddell & Reed Advisors Group of Mutual Funds, W&R

Target Funds, Inc. and Waddell & Reed InvestEd Portfolios, Inc., while Ivy Investment Management Company serves as investment advisor to Ivy Funds, Inc. and the Ivy Funds portfolios.  Waddell & Reed, Inc. serves as principal underwriter and distributor to the Waddell & Reed Advisors Group of Mutual Funds, W&R Target Funds, Inc. and Waddell & Reed InvestEd Portfolios, Inc., while Ivy Funds Distributor, Inc. serves as principal underwriter and distributor to Ivy Funds, Inc. and the Ivy Funds portfolios.