<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
    Title of                                        maximum                Proposed                          
    securities                  Amount              offering               maximum                Amount of   
     to be                      to be                price                 aggregate             registration
   registered                registered(1)           per                   offering                fee(2)
                                                    share(2)               price(2)
=================================================================================================================
<S>                            <C>                   <C>                <C>                     <C>       
Common Stock, without          2,647,237             $42.125            $111,514,858.625        $32,896.88
par value
=================================================================================================================
</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, 1998;

     (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 only to the
     extent that the court in which the action or suit was brought determines
     upon application that despite the


<PAGE>   4

     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 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 


<PAGE>   5

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


<PAGE>   6

         "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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No restricted securities are to be reoffered or resold pursuant to
this Registration Statement and, therefore, no  


<PAGE>   7

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 March 25, 1998, between
     H&R Block, Inc., and ChaseMellon Shareholder Services, L.L.C., filed on
     July 22, 1998, as Exhibit 1 to the Company's Registration Statement on
     Form 8-A, is incorporated by reference.
     
4(d) 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 reference.
     
4(e) Form of Certificate of Amendment of Certificate of Designation,
     Preferences and Rights of Participating Preferred stock of H&R Block,
     Inc., filed as Exhibit 4(j) to the Company's annual report on Form 10-K
     for the fiscal year ended April 30, 1998, is incorporated by reference.
     
4(f) 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.
     
4(g) Indenture dated as of October 20, 1997, among H&R Block, Inc., Block
     Financial Corporation and Bankers Trust Company, as Trustee, filed as
     Exhibit 4(a) to the Company's quarterly report on Form 10-Q for the
     quarter ended October 31, 1997, in incorporated by reference.
     
4(h) Form of 6.75% Senior Note due 2004 of Block Financial Corporation,
     filed on October 23, 1997, as Exhibit 2.2 to the Company's current
     report on Form 8-K, is incorporated herein by reference.
     
5    Opinion of counsel as to the legality of the securities being
     registered and the consent of such counsel.


<PAGE>   8

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 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  


<PAGE>   9

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 17th day of August, 1998. 

                                                    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           8/17/98  
-----------------------------       Executive  Offi-           -------
Frank L. Salizzoni                  cer and Director
                                    (principal execu-
                                    tive officer)

/s/ G. Kenneth Baum                 Director                   8/14/98  
-----------------------------                                  -------
G. Kenneth Baum



/s/ Henry W. Bloch                  Director                   8/17/98  
-----------------------------                                  -------
Henry W. Bloch



/s/ Robert E. Davis                 Director                   8/17/98  
-----------------------------                                  -------
Robert E. Davis



/s/ Donna R. Ecton                  Director                   8/17/98  
-----------------------------                                  -------
Donna R. Ecton



/s/ Henry F. Frigon                 Director                   8/17/98  
-----------------------------                                  -------
Henry F. Frigon



/s/ Roger W. Hale                   Director                   8/18/98  
-----------------------------                                  -------
Roger W. Hale



/s/ Marvin L. Rich                  Director                   8/14/98  
-----------------------------                                  -------
Marvin L. Rich



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


<PAGE>   12



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

/s/ Ozzie Wenich                    Senior Vice                8/17/98  
-----------------------------       President and              -------
Ozzie Wenich                        Chief Finan-  
                                    cial Officer  
                                    (principal    
                                    financial     
                                    officer)      
                                                  

/s/ Cheryl L. Givens                Vice President             8/17/98  
-----------------------------       and Corporate              -------
Cheryl L. Givens                    Controller   
                                    (principal   
                                    accounting   
                                    officer)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 28293}]
{"company-data": {"conformed-name": "H&R BLOCK INC", "cik": "0000012659", "assigned-sic": "7200", "irs-number": "440607856", "state-of-incorporation": "MO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62515", "film-number": "98701138"}, "business-address": {"street1": "4410 MAIN ST", "city": "KANSAS CITY", "state": "MO", "zip": "64111", "phone": "8167536900"}, "mail-address": {"street1": "4410 MAIN STREET", "city": "KANSAS CITY", "state": "MO", "zip": "64111"}}
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
    Title of                                        maximum                Proposed                          
    securities                  Amount              offering               maximum                Amount of   
     to be                      to be                price                 aggregate             registration
   registered                registered(1)           per                   offering                fee(2)
                                                    share(2)               price(2)
=================================================================================================================
Common Stock, without          2,647,237             $42.125            $111,514,858.625        $32,896.88
par value
=================================================================================================================
(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, 1998;

     (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 only to the
     extent that the court in which the action or suit was brought determines
     upon application that despite the
4

     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 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
5

     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 the resulting or surviving corporation as he would if he had
     served the resulting or surviving corporation in the same capacity.
6

         "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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No restricted securities are to be reoffered or resold pursuant to
this Registration Statement and, therefore, no
7

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 March 25, 1998, between
     H&R Block, Inc., and ChaseMellon Shareholder Services, L.L.C., filed on
     July 22, 1998, as Exhibit 1 to the Company's Registration Statement on
     Form 8-A, is incorporated by reference.
     
4(d) 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 reference.
     
4(e) Form of Certificate of Amendment of Certificate of Designation,
     Preferences and Rights of Participating Preferred stock of H&R Block,
     Inc., filed as Exhibit 4(j) to the Company's annual report on Form 10-K
     for the fiscal year ended April 30, 1998, is incorporated by reference.
     
4(f) 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.
     
4(g) Indenture dated as of October 20, 1997, among H&R Block, Inc., Block
     Financial Corporation and Bankers Trust Company, as Trustee, filed as
     Exhibit 4(a) to the Company's quarterly report on Form 10-Q for the
     quarter ended October 31, 1997, in incorporated by reference.
     
4(h) Form of 6.75% Senior Note due 2004 of Block Financial Corporation,
     filed on October 23, 1997, as Exhibit 2.2 to the Company's current
     report on Form 8-K, is incorporated herein by reference.
     
5    Opinion of counsel as to the legality of the securities being
     registered and the consent of such counsel.
8

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 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
9

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 17th day of August, 1998. 

                                                    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           8/17/98  
-----------------------------       Executive  Offi-           -------
Frank L. Salizzoni                  cer and Director
                                    (principal execu-
                                    tive officer)

/s/ G. Kenneth Baum                 Director                   8/14/98  
-----------------------------                                  -------
G. Kenneth Baum

/s/ Henry W. Bloch                  Director                   8/17/98  
-----------------------------                                  -------
Henry W. Bloch

/s/ Robert E. Davis                 Director                   8/17/98  
-----------------------------                                  -------
Robert E. Davis

/s/ Donna R. Ecton                  Director                   8/17/98  
-----------------------------                                  -------
Donna R. Ecton

/s/ Henry F. Frigon                 Director                   8/17/98  
-----------------------------                                  -------
Henry F. Frigon

/s/ Roger W. Hale                   Director                   8/18/98  
-----------------------------                                  -------
Roger W. Hale

/s/ Marvin L. Rich                  Director                   8/14/98  
-----------------------------                                  -------
Marvin L. Rich

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

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

/s/ Ozzie Wenich                    Senior Vice                8/17/98  
-----------------------------       President and              -------
Ozzie Wenich                        Chief Finan-  
                                    cial Officer  
                                    (principal    
                                    financial     
                                    officer)      
                                                  

/s/ Cheryl L. Givens                Vice President             8/17/98  
-----------------------------       and Corporate              -------
Cheryl L. Givens                    Controller   
                                    (principal   
                                    accounting   
                                    officer)