<PAGE>   1
                                                           File No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                H&R BLOCK, INC.
             (Exact name of registrant as specified in its charter)

     MISSOURI                                           44-0607856
     (State of Incorporation)                        (I.R.S. Employer
                                                      Identification No.)

                                4400 MAIN STREET
                          KANSAS CITY, MISSOURI 64111
                    (Address of Principal Executive Offices)

                 THIRD STOCK OPTION PLAN FOR SEASONAL EMPLOYEES
                              (Full Title of Plan)

                          James H. Ingraham, Secretary
                                H&R Block, Inc.
                                4400 Main Street
                          Kansas City, Missouri 64111
                                  816-753-6900
           (Name, address, and telephone number of agent for service)



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------
                                 Proposed
                                 maximum      Proposed
                       Amount    offering     maximum      Amount of
      Title of         to be      price      aggregate     registra-
  securities to be     regis-      per        offering       tion
     registered       tered(1)   share(2)     price(2)      fee(2)
-----------------------------------------------------------------------
<S>                   <C>        <C>       <C>             <C>
Common Stock,
without par value     2,564,400  $32.25    $82,701,900.00  $25,061.18
-----------------------------------------------------------------------
</TABLE>

(1) Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the registrant's Third Stock Option
Plan for Seasonal Employees.

(2) Calculated in accordance with the provisions of Rule 457(h)(1) pertaining
to employee stock option plans using the price at which the options may be
exercised.

Approximate date of proposed commencement of sales pursuant to the Plan:  Upon
exercise of stock options after the effective date of this Registration
Statement.


<PAGE>   2


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference into this
Registration Statement and all documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

      (a)  The registrant's Annual Report on Form 10-K filed pursuant to
           Sections 13(a) or 15(d) of the Act which contains, either directly
           or by incorporation by reference, audited financial statements for
           the registrant's fiscal year ended April 30, 1997;

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
           the Act since the end of the fiscal year covered by the Annual
           Report referred to in (a) above;

      (c)  The description of the registrant's Common Stock which is
           contained in the registrant's Registration Statement on Form 8-C
           dated August 6, 1969, the description of the registrant's Common
           Stock contained in the prospectus which is a part of the
           registrant's Registration Statement on Form S-14 (File No. 2-66751)
           effective April 7, 1980, and any amendment or report filed for the
           purpose of updating such description.

Item 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered is registered under Section 12 of
the Securities Exchange Act of 1934 and, therefore, a description of the
securities pursuant to Item 202 of Regulation S-K is not required.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     No expert named in the Registration Statement or counsel for the
registrant has, or is to receive in connection with the offering a substantial
interest, direct or indirect, in the registrant or any of its subsidiaries.
James H. Ingraham, who has rendered an opinion of counsel as to the legality of
the securities being registered (Exhibit 5 hereto), is employed by a subsidiary
of the registrant and is Vice President, Legal and Secretary of the registrant.

<PAGE>   3



Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 351.355 of the General and Business Corporation Law of Missouri
provides as follows:

           "351.355.  1.  A corporation created under the laws of this state
      may indemnify any person who was or is a party or is threatened to be
      made a party to any threatened, pending or completed action, suit, or
      proceeding, whether civil, criminal, administrative or investigative,
      other than an action by or in the right of the corporation, by reason of
      the fact that he is or was a director, officer, employee or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise, against expenses, including
      attorneys' fees, judgments, fines and amounts paid in settlement actually
      and reasonably incurred by him in connection with such action, suit or
      proceeding if he acted in good faith and in a manner he reasonably
      believed to be in or not opposed to the best interests of the
      corporation, and, with respect to any criminal action or proceeding, had
      no reasonable cause to believe his conduct was unlawful.  The termination
      of any action, suit or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, shall
      not, of itself, create a presumption that the person did not act in good
      faith and in a manner which he reasonably believed to be in or not
      opposed to the best interests of the corporation, and, with respect to
      any criminal action or proceeding, had reasonable cause to believe that
      his conduct was unlawful.

           "2. The corporation may indemnify any person who was or is a party
      or is threatened to be made a party to any threatened, pending or
      completed action or suit by or in the right of the corporation to procure
      a judgment in its favor by reason of the fact that he is or was a
      director, officer, employee or agent of the corporation, or is or was
      serving at the request of the corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise against expenses, including attorneys' fees,
      and amounts paid in settlement actually and reasonably incurred by him in
      connection with the defense or settlement of the action or suit if he
      acted in good faith and in a manner he reasonably believed to be in or
      not opposed to the best interests of the corporation; except that no
      indemnification shall be made in respect of any claim, issue or matter as
      to which such person shall have been adjudged to be liable for negligence
      or misconduct in the performance of his duty to the corporation unless
      and



<PAGE>   4

      only to the extent that the court in which the action or suit was
      brought determines upon application that despite the adjudication of
      liability and in view of all the circumstances of the case, the person is
      fairly and reasonably entitled to indemnity for such expenses which the
      court shall deem proper.

           "3. To the extent that a director, officer, employee or agent of the
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections 1 and 2 of this
      section, or in defense of any claim, issue or matter therein, he shall be
      indemnified against expenses, including attorneys' fees, actually and
      reasonably incurred by him in connection with the action, suit or
      proceeding.

           "4. Any indemnification under subsections 1 and 2 of this section,
      unless ordered by a court, shall be made by the corporation only as
      authorized in the specific case upon a determination that indemnification
      of the director, officer, employee or agent is proper in the
      circumstances because he has met the applicable standard of conduct set
      forth in this section.  The determination shall be made by the board of
      directors by a majority vote of a quorum consisting of directors who were
      not parties to this action, suit or proceeding, or if such a quorum is
      not obtainable, or even if obtainable a quorum of disinterested directors
      so directs, by independent legal counsel in a written opinion, or by the
      shareholders.

           "5. Expenses incurred in defending a civil or criminal action, suit
      or proceeding may be paid by the corporation in advance of the final
      disposition of the action, suit or proceeding as authorized by the board
      of directors in the specific case upon receipt of an undertaking by or on
      behalf of the director, officer, employee or agent to repay such amount
      unless it shall ultimately be determined that he is entitled to be
      indemnified by the corporation as authorized in this section.

           "6. The indemnification provided by this section shall not be deemed
      exclusive of any other rights to which those seeking indemnification may
      be entitled under the articles of incorporation or bylaws or any
      agreement, vote of shareholders or disinterested directors or otherwise,
      both as to action in his official capacity and as to action in another
      capacity while holding such office, and shall continue as to a person who
      has ceased to be a director, officer, employee or agent and shall inure
      to the benefit of the heirs, executors and administrators of such a
      person.

           "7. A corporation created under the laws of this state

<PAGE>   5

      shall have the power to give any further indemnity, in addition to the
      indemnity authorized or contemplated under other subsections of this
      section, including subsection 6, to any person who is or was a director,
      officer, employee or agent, or to any person who is or was serving at the
      request of the corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other
      enterprise, provided such further indemnity is either (i) authorized,
      directed or provided for in the articles of incorporation of the
      corporation or any duly adopted amendment thereof or (ii) is authorized,
      directed or provided for in any bylaw or agreement of the corporation
      which has been adopted by a vote of the shareholders of the corporation,
      and provided further that no such indemnity shall indemnify any person
      from or on account of such person's conduct which was finally adjudged to
      have been knowingly fraudulent, deliberately dishonest or willful
      misconduct.  Nothing in this subsection shall be deemed to limit the
      power of the corporation under subsection 6 of this section to enact
      bylaws or to enter into agreements without shareholder adoption of the
      same.

           "8. The corporation may purchase and maintain insurance on behalf of
      any person who is or was a director, officer, employee or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise against any liability asserted
      against him and incurred by him in any such capacity, or arising out of
      his status as such, whether or not the corporation would have the power
      to indemnify him against such liability under the provisions of this
      section.

           "9. Any provision of this chapter to the contrary notwithstanding,
      the provisions of this section shall apply to all existing and new
      domestic corporations, including, but not limited to, banks, trust
      companies, insurance companies, building and loan associations, savings
      bank and safe deposit companies, mortgage loan companies, corporations
      formed for benevolent, religious, scientific or educational purposes and
      nonprofit corporations.

           "10. For the purpose of this section, references to 'the
      corporation' include all constituent corporations absorbed in a
      consolidation or merger as well as the resulting or surviving corporation
      so that any person who is or was a director, officer, employee or agent
      of such a constituent corporation or is or was serving at the request of
      such constituent corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other
      enterprise shall stand in the same position under the provisions of this
      section with respect to

<PAGE>   6

      the resulting or surviving corporation as he would if he had served the
      resulting or surviving corporation in the same capacity.

           "11. For purposes of this section, the term 'other enterprise' shall
      include employee benefit plans; the term 'fines' shall include any excise
      taxes assessed on a person with respect to an employee benefit plan; and
      the term 'serving at the request of the corporation' shall include any
      service as a director, officer, employee or agent of the corporation
      which imposes duties on, or involves services by, such director, officer,
      employee or agent with respect to an employee benefit plan, its
      participants or beneficiaries; and a person who acted in good faith and
      in a manner he reasonably believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan shall be
      deemed to have acted in a manner 'not opposed to the best interests of
      the corporation' as referred to in this section."

           Section 23 of the registrant's current Bylaws contains provisions    
which are essentially the same as the provisions of the Missouri statute,
except that only a person who is or was a director or officer of the
registrant, or is or was serving at the registrant's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise may be indemnified.  In addition, the Bylaws permit the registrant
to enter into indemnification agreements with its directors and officers.  The
form of indemnification agreement approved by the registrant's shareholders and
incorporated into the Bylaws provides that indemnity is mandatory in all cases
unless it is determined by the court that the director's or officer's conduct
was knowingly fraudulent, deliberately dishonest or that it constituted willful
misconduct.  In addition, no indemnification is provided if a court determines
that such indemnification would not be lawful or if a judgment is rendered
against the director or officer for an accounting of profits made as a result
of the director's or officer's purchase and sale or sale and purchase of the
registrant's securities pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto.  The indemnification
agreement also requires the registrant to purchase and maintain a policy or
policies of directors and officers liability insurance providing, in all
respects, coverage at least comparable to that maintained by the registrant at
the date of the agreement except that the registrant is not required to
maintain such insurance if the registrant notifies the director or officer in
writing within five business days after the making of the decision to not renew
or replace the insurance policy or policies or any portion of the coverage
provided by such policy or policies.  The registrant's Bylaws are filed as
Exhibit 3(b) to the registrant's annual report on Form 10-K for the fiscal year
ended April 30, 1995, and Section 23 of such Bylaws is incorporated by
reference herein.





<PAGE>   7


Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        No restricted securities are to be reoffered or resold pursuant to this
Registration Statement and, therefore, no exemption from registration is
claimed.


Item 8.  EXHIBITS.


         The exhibits filed as part of the Registration Statement are as
follows:

4(a) Restated Articles of Incorporation of H&R Block, Inc., as amended, filed
     as Exhibit 3(b) to the Company's quarterly report on Form 10-Q for the
     quarter ended October 31, 1996, are incorporated by reference.

4(b) Bylaws of H&R Block, Inc., as amended, filed as Exhibit 3(b) to the
     Company's annual report on Form 10-K for the fiscal year ended April 30,
     1995, are incorporated by reference.

4(c) Conformed copy of Rights Agreement dated as of July 14, 1988, between H&R
     Block, Inc., and Centerre Trust Company of St. Louis, filed on August 9,
     1993, as Exhibit 4(c) to the Company's Registration Statement on Form S-8
     (File No. 33-67170), is incorporated by reference.

4(d) Copy of Amendment to Rights Agreement dated as of May 9, 1990, between
     H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit 4(b) to the
     Company's annual report on Form 10-K for the fiscal year ended April 30,
     1995, is incorporated by reference.

4(e) Copy of Second Amendment to Rights Agreement dated September 11, 1991,
     between H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit
     4(c) to the Company's annual report on Form 10-K for the fiscal year ended
     April 30, 1995, is incorporated by reference.

4(f) Copy of Third Amendment to Rights Agreement dated May 10, 1995, between
     H&R Block, Inc. and Boatmen's Trust Company, filed as Exhibit 4(d) to the
     Company's annual report on Form 10-K for the fiscal year ended April 30,
     1995, is incorporated by reference.

4(g) Form of Certificate of Designation, Preferences and Rights of
     Participating Preferred Stock of H&R Block, Inc., filed as Exhibit 4(e) to
     the Company's annual report on Form 10-K for the fiscal year ended April
     30, 1995, is incorporated by 


<PAGE>   8

     reference.

4(h) Form of Certificate of Designation, Preferences and Rights of Delayed
     Convertible Preferred Stock of H&R Block, Inc., filed as Exhibit 4(f) to
     the Company's annual report on Form 10-K for the fiscal year ended April
     30, 1995, is incorporated by reference.

5    Opinion of counsel as to the legality of the securities being registered
     and the consent of such counsel.

23   The consent of Deloitte & Touche LLP, Certified Public Accountants (the
     consent of counsel is contained in the opinion filed as Exhibit 5 hereto).


Item 9. UNDERTAKINGS.

     (1) The undersigned registrant hereby undertakes to file, during any 
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.

     (2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) The undersigned registrant hereby undertakes to remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

     (4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     (5) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the

<PAGE>   9

offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


     (6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>   10



                                   SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, and the State of
Missouri, on this  1st  day of August, 1997.

                                             H&R BLOCK, INC.



                                             By  /s/ Frank L. Salizzoni
                                                --------------------------
                                                 Frank L. Salizzoni, President
                                                 and Chief Executive Officer

                        ________________________________


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Henry W. Bloch and Frank L. Salizzoni, or either
one of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

                        ________________________________






<PAGE>   11


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


     Signature                   Title                               Date
     ---------                   -----                               ----




 /s/ Frank L. Salizzoni         President, Chief Executive          8/1/97
 ----------------------         Officer and Director
 Frank L. Salizzoni             (principal executive officer)  
                                


 /s/ G. Kenneth Baum            Director                            7/30/97
 ----------------------                              
 G. Kenneth Baum



 /s/ Henry W. Bloch             Director                            8/4/97
 -----------------------
 Henry W. Bloch


 /s/ Robert E. Davis            Director                           7/30/97
 -----------------------
 Robert E. Davis


 /s/ Donna R. Ecton             Director                           7/30/97
 -----------------------
 Donna R. Ecton


 /s/ Henry F. Frigon            Director                           7/29/97
 -----------------------
 Henry F. Frigon


                                Director                           
 -----------------------                                           -------
 Roger W. Hale


 /s/ Marvin L. Rich             Director                           7/31/97
 ------------------------
 Marvin L. Rich


                                Director                                   
 ------------------------                                          ------- 
 Morton I. Sosland                                                          

<PAGE>   12

                                                                           
                                                                           




     Signature                   Title                               Date
     ---------                   ------                             ------



/s/ Ozzie Wenich                 Senior Vice President,             8/4/97
-------------------------        Chief Financial
Ozzie Wenich                     Officer and Treasurer
                                 (principal financial officer)
 


/s/ Patrick D. Petrie            Vice President and Corporate       7/30/97
--------------------------       Controller (principal accounting 
Patrick D. Petrie                officer)
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1
                                                           File No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                H&R BLOCK, INC.
             (Exact name of registrant as specified in its charter)

     MISSOURI                                           44-0607856
     (State of Incorporation)                        (I.R.S. Employer
                                                      Identification No.)

                                4400 MAIN STREET
                          KANSAS CITY, MISSOURI 64111
                    (Address of Principal Executive Offices)

                 THIRD STOCK OPTION PLAN FOR SEASONAL EMPLOYEES
                              (Full Title of Plan)

                          James H. Ingraham, Secretary
                                H&R Block, Inc.
                                4400 Main Street
                          Kansas City, Missouri 64111
                                  816-753-6900
           (Name, address, and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------
                                 Proposed
                                 maximum      Proposed
                       Amount    offering     maximum      Amount of
      Title of         to be      price      aggregate     registra-
  securities to be     regis-      per        offering       tion
     registered       tered(1)   share(2)     price(2)      fee(2)
-----------------------------------------------------------------------
Common Stock,
without par value     2,564,400  $32.25    $82,701,900.00  $25,061.18
-----------------------------------------------------------------------
(1) Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the registrant's Third Stock Option
Plan for Seasonal Employees.

(2) Calculated in accordance with the provisions of Rule 457(h)(1) pertaining
to employee stock option plans using the price at which the options may be
exercised.

Approximate date of proposed commencement of sales pursuant to the Plan:  Upon
exercise of stock options after the effective date of this Registration
Statement.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference into this
Registration Statement and all documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

      (a)  The registrant's Annual Report on Form 10-K filed pursuant to
           Sections 13(a) or 15(d) of the Act which contains, either directly
           or by incorporation by reference, audited financial statements for
           the registrant's fiscal year ended April 30, 1997;

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
           the Act since the end of the fiscal year covered by the Annual
           Report referred to in (a) above;

      (c)  The description of the registrant's Common Stock which is
           contained in the registrant's Registration Statement on Form 8-C
           dated August 6, 1969, the description of the registrant's Common
           Stock contained in the prospectus which is a part of the
           registrant's Registration Statement on Form S-14 (File No. 2-66751)
           effective April 7, 1980, and any amendment or report filed for the
           purpose of updating such description.

Item 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered is registered under Section 12 of
the Securities Exchange Act of 1934 and, therefore, a description of the
securities pursuant to Item 202 of Regulation S-K is not required.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     No expert named in the Registration Statement or counsel for the
registrant has, or is to receive in connection with the offering a substantial
interest, direct or indirect, in the registrant or any of its subsidiaries.
James H. Ingraham, who has rendered an opinion of counsel as to the legality of
the securities being registered (Exhibit 5 hereto), is employed by a subsidiary
of the registrant and is Vice President, Legal and Secretary of the registrant.
3

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 351.355 of the General and Business Corporation Law of Missouri
provides as follows:

           "351.355.  1.  A corporation created under the laws of this state
      may indemnify any person who was or is a party or is threatened to be
      made a party to any threatened, pending or completed action, suit, or
      proceeding, whether civil, criminal, administrative or investigative,
      other than an action by or in the right of the corporation, by reason of
      the fact that he is or was a director, officer, employee or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise, against expenses, including
      attorneys' fees, judgments, fines and amounts paid in settlement actually
      and reasonably incurred by him in connection with such action, suit or
      proceeding if he acted in good faith and in a manner he reasonably
      believed to be in or not opposed to the best interests of the
      corporation, and, with respect to any criminal action or proceeding, had
      no reasonable cause to believe his conduct was unlawful.  The termination
      of any action, suit or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, shall
      not, of itself, create a presumption that the person did not act in good
      faith and in a manner which he reasonably believed to be in or not
      opposed to the best interests of the corporation, and, with respect to
      any criminal action or proceeding, had reasonable cause to believe that
      his conduct was unlawful.

           "2. The corporation may indemnify any person who was or is a party
      or is threatened to be made a party to any threatened, pending or
      completed action or suit by or in the right of the corporation to procure
      a judgment in its favor by reason of the fact that he is or was a
      director, officer, employee or agent of the corporation, or is or was
      serving at the request of the corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise against expenses, including attorneys' fees,
      and amounts paid in settlement actually and reasonably incurred by him in
      connection with the defense or settlement of the action or suit if he
      acted in good faith and in a manner he reasonably believed to be in or
      not opposed to the best interests of the corporation; except that no
      indemnification shall be made in respect of any claim, issue or matter as
      to which such person shall have been adjudged to be liable for negligence
      or misconduct in the performance of his duty to the corporation unless
      and
4

      only to the extent that the court in which the action or suit was
      brought determines upon application that despite the adjudication of
      liability and in view of all the circumstances of the case, the person is
      fairly and reasonably entitled to indemnity for such expenses which the
      court shall deem proper.

           "3. To the extent that a director, officer, employee or agent of the
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections 1 and 2 of this
      section, or in defense of any claim, issue or matter therein, he shall be
      indemnified against expenses, including attorneys' fees, actually and
      reasonably incurred by him in connection with the action, suit or
      proceeding.

           "4. Any indemnification under subsections 1 and 2 of this section,
      unless ordered by a court, shall be made by the corporation only as
      authorized in the specific case upon a determination that indemnification
      of the director, officer, employee or agent is proper in the
      circumstances because he has met the applicable standard of conduct set
      forth in this section.  The determination shall be made by the board of
      directors by a majority vote of a quorum consisting of directors who were
      not parties to this action, suit or proceeding, or if such a quorum is
      not obtainable, or even if obtainable a quorum of disinterested directors
      so directs, by independent legal counsel in a written opinion, or by the
      shareholders.

           "5. Expenses incurred in defending a civil or criminal action, suit
      or proceeding may be paid by the corporation in advance of the final
      disposition of the action, suit or proceeding as authorized by the board
      of directors in the specific case upon receipt of an undertaking by or on
      behalf of the director, officer, employee or agent to repay such amount
      unless it shall ultimately be determined that he is entitled to be
      indemnified by the corporation as authorized in this section.

           "6. The indemnification provided by this section shall not be deemed
      exclusive of any other rights to which those seeking indemnification may
      be entitled under the articles of incorporation or bylaws or any
      agreement, vote of shareholders or disinterested directors or otherwise,
      both as to action in his official capacity and as to action in another
      capacity while holding such office, and shall continue as to a person who
      has ceased to be a director, officer, employee or agent and shall inure
      to the benefit of the heirs, executors and administrators of such a
      person.

           "7. A corporation created under the laws of this state
5

      shall have the power to give any further indemnity, in addition to the
      indemnity authorized or contemplated under other subsections of this
      section, including subsection 6, to any person who is or was a director,
      officer, employee or agent, or to any person who is or was serving at the
      request of the corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other
      enterprise, provided such further indemnity is either (i) authorized,
      directed or provided for in the articles of incorporation of the
      corporation or any duly adopted amendment thereof or (ii) is authorized,
      directed or provided for in any bylaw or agreement of the corporation
      which has been adopted by a vote of the shareholders of the corporation,
      and provided further that no such indemnity shall indemnify any person
      from or on account of such person's conduct which was finally adjudged to
      have been knowingly fraudulent, deliberately dishonest or willful
      misconduct.  Nothing in this subsection shall be deemed to limit the
      power of the corporation under subsection 6 of this section to enact
      bylaws or to enter into agreements without shareholder adoption of the
      same.

           "8. The corporation may purchase and maintain insurance on behalf of
      any person who is or was a director, officer, employee or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise against any liability asserted
      against him and incurred by him in any such capacity, or arising out of
      his status as such, whether or not the corporation would have the power
      to indemnify him against such liability under the provisions of this
      section.

           "9. Any provision of this chapter to the contrary notwithstanding,
      the provisions of this section shall apply to all existing and new
      domestic corporations, including, but not limited to, banks, trust
      companies, insurance companies, building and loan associations, savings
      bank and safe deposit companies, mortgage loan companies, corporations
      formed for benevolent, religious, scientific or educational purposes and
      nonprofit corporations.

           "10. For the purpose of this section, references to 'the
      corporation' include all constituent corporations absorbed in a
      consolidation or merger as well as the resulting or surviving corporation
      so that any person who is or was a director, officer, employee or agent
      of such a constituent corporation or is or was serving at the request of
      such constituent corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other
      enterprise shall stand in the same position under the provisions of this
      section with respect to
6

      the resulting or surviving corporation as he would if he had served the
      resulting or surviving corporation in the same capacity.

           "11. For purposes of this section, the term 'other enterprise' shall
      include employee benefit plans; the term 'fines' shall include any excise
      taxes assessed on a person with respect to an employee benefit plan; and
      the term 'serving at the request of the corporation' shall include any
      service as a director, officer, employee or agent of the corporation
      which imposes duties on, or involves services by, such director, officer,
      employee or agent with respect to an employee benefit plan, its
      participants or beneficiaries; and a person who acted in good faith and
      in a manner he reasonably believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan shall be
      deemed to have acted in a manner 'not opposed to the best interests of
      the corporation' as referred to in this section."

           Section 23 of the registrant's current Bylaws contains provisions    
which are essentially the same as the provisions of the Missouri statute,
except that only a person who is or was a director or officer of the
registrant, or is or was serving at the registrant's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise may be indemnified.  In addition, the Bylaws permit the registrant
to enter into indemnification agreements with its directors and officers.  The
form of indemnification agreement approved by the registrant's shareholders and
incorporated into the Bylaws provides that indemnity is mandatory in all cases
unless it is determined by the court that the director's or officer's conduct
was knowingly fraudulent, deliberately dishonest or that it constituted willful
misconduct.  In addition, no indemnification is provided if a court determines
that such indemnification would not be lawful or if a judgment is rendered
against the director or officer for an accounting of profits made as a result
of the director's or officer's purchase and sale or sale and purchase of the
registrant's securities pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto.  The indemnification
agreement also requires the registrant to purchase and maintain a policy or
policies of directors and officers liability insurance providing, in all
respects, coverage at least comparable to that maintained by the registrant at
the date of the agreement except that the registrant is not required to
maintain such insurance if the registrant notifies the director or officer in
writing within five business days after the making of the decision to not renew
or replace the insurance policy or policies or any portion of the coverage
provided by such policy or policies.  The registrant's Bylaws are filed as
Exhibit 3(b) to the registrant's annual report on Form 10-K for the fiscal year
ended April 30, 1995, and Section 23 of such Bylaws is incorporated by
reference herein.
7

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        No restricted securities are to be reoffered or resold pursuant to this
Registration Statement and, therefore, no exemption from registration is
claimed.

Item 8.  EXHIBITS.

         The exhibits filed as part of the Registration Statement are as
follows:

4(a) Restated Articles of Incorporation of H&R Block, Inc., as amended, filed
     as Exhibit 3(b) to the Company's quarterly report on Form 10-Q for the
     quarter ended October 31, 1996, are incorporated by reference.

4(b) Bylaws of H&R Block, Inc., as amended, filed as Exhibit 3(b) to the
     Company's annual report on Form 10-K for the fiscal year ended April 30,
     1995, are incorporated by reference.

4(c) Conformed copy of Rights Agreement dated as of July 14, 1988, between H&R
     Block, Inc., and Centerre Trust Company of St. Louis, filed on August 9,
     1993, as Exhibit 4(c) to the Company's Registration Statement on Form S-8
     (File No. 33-67170), is incorporated by reference.

4(d) Copy of Amendment to Rights Agreement dated as of May 9, 1990, between
     H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit 4(b) to the
     Company's annual report on Form 10-K for the fiscal year ended April 30,
     1995, is incorporated by reference.

4(e) Copy of Second Amendment to Rights Agreement dated September 11, 1991,
     between H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit
     4(c) to the Company's annual report on Form 10-K for the fiscal year ended
     April 30, 1995, is incorporated by reference.

4(f) Copy of Third Amendment to Rights Agreement dated May 10, 1995, between
     H&R Block, Inc. and Boatmen's Trust Company, filed as Exhibit 4(d) to the
     Company's annual report on Form 10-K for the fiscal year ended April 30,
     1995, is incorporated by reference.

4(g) Form of Certificate of Designation, Preferences and Rights of
     Participating Preferred Stock of H&R Block, Inc., filed as Exhibit 4(e) to
     the Company's annual report on Form 10-K for the fiscal year ended April
     30, 1995, is incorporated by
8

     reference.

4(h) Form of Certificate of Designation, Preferences and Rights of Delayed
     Convertible Preferred Stock of H&R Block, Inc., filed as Exhibit 4(f) to
     the Company's annual report on Form 10-K for the fiscal year ended April
     30, 1995, is incorporated by reference.

5    Opinion of counsel as to the legality of the securities being registered
     and the consent of such counsel.

23   The consent of Deloitte & Touche LLP, Certified Public Accountants (the
     consent of counsel is contained in the opinion filed as Exhibit 5 hereto).

Item 9. UNDERTAKINGS.

     (1) The undersigned registrant hereby undertakes to file, during any 
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.

     (2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) The undersigned registrant hereby undertakes to remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

     (4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     (5) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the
9

offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
10

                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, and the State of
Missouri, on this  1st  day of August, 1997.

                                             H&R BLOCK, INC.

                                             By  /s/ Frank L. Salizzoni
                                                --------------------------
                                                 Frank L. Salizzoni, President
                                                 and Chief Executive Officer

                        ________________________________

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Henry W. Bloch and Frank L. Salizzoni, or either
one of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

                        ________________________________
11

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                   Title                               Date
     ---------                   -----                               ----

 /s/ Frank L. Salizzoni         President, Chief Executive          8/1/97
 ----------------------         Officer and Director
 Frank L. Salizzoni             (principal executive officer)  
                                

 /s/ G. Kenneth Baum            Director                            7/30/97
 ----------------------                              
 G. Kenneth Baum

 /s/ Henry W. Bloch             Director                            8/4/97
 -----------------------
 Henry W. Bloch

 /s/ Robert E. Davis            Director                           7/30/97
 -----------------------
 Robert E. Davis

 /s/ Donna R. Ecton             Director                           7/30/97
 -----------------------
 Donna R. Ecton

 /s/ Henry F. Frigon            Director                           7/29/97
 -----------------------
 Henry F. Frigon

                                Director                           
 -----------------------                                           -------
 Roger W. Hale

 /s/ Marvin L. Rich             Director                           7/31/97
 ------------------------
 Marvin L. Rich

                                Director                                   
 ------------------------                                          ------- 
 Morton I. Sosland
12

                                                                           
                                                                           

     Signature                   Title                               Date
     ---------                   ------                             ------

/s/ Ozzie Wenich                 Senior Vice President,             8/4/97
-------------------------        Chief Financial
Ozzie Wenich                     Officer and Treasurer
                                 (principal financial officer)
 

/s/ Patrick D. Petrie            Vice President and Corporate       7/30/97
--------------------------       Controller (principal accounting 
Patrick D. Petrie                officer)