<PAGE>   1
    As filed with the Securities and Exchange Commission on December 12, 2000
                                                      REGISTRATION NO. 333-_____
--------------------------------------------------------------------------------




                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                   INTUIT INC.
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                      77-0034661
(State of Incorporation)                            (I.R.S. Employer
                                                   Identification No.)

                               2535 GARCIA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                    (Address of Principal Executive Offices)

                INTUIT INC. RESTRICTED STOCK PURCHASE AGREEMENTS
                            (Full title of the Plan)



                          CATHERINE L. VALENTINE, ESQ.
                                   INTUIT INC.
                                2700 COAST AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94303
                                 (650) 944-6000
            (Name, Address and Telephone Number of Agent for Service)



                                   Copies to:

                            KENNETH A. LINHARES, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING         AMOUNT OF
      TO BE REGISTERED          REGISTERED         PER SHARE               PRICE           REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>              <C>                     <C>
 Common Stock, $0.01 par value   225,000 (1)       $48.78(2)         $10,975,500(2)         $2,897.53(3)
===========================================================================================================
</TABLE>

(1)     Represents shares issued pursuant to two Restricted Stock Purchase
        Agreements dated as of January 24, 2000.

(2)     Estimated as of December 8, 2000 pursuant to Rule 457(c) under the
        Securities Act of 1933, as amended, solely for the purpose of
        calculating the registration fee.

(3)     Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
        as amended.



<PAGE>   2

                                   PROSPECTUS




                                   INTUIT INC.


                         225,000 Shares of Common Stock

                              -------------------

        The shares covered by this prospectus may be offered and sold over time
by the stockholder named in this prospectus under the heading "Selling
Stockholder," by his pledgees or donees, or by other transferees that receive
the shares in transfers other than public sales. Intuit issued these shares
under restricted stock purchase agreements entered into in connection with the
employment of the selling stockholder.

        The selling stockholder may sell the shares offered under this
prospectus in the open market at prevailing market prices, or in private
transactions at negotiated prices. He may sell the shares directly, or may sell
them through underwriters, brokers or dealers. Underwriters, brokers, or dealers
may receive discounts, concessions or commissions from the selling stockholder
or from the purchaser, and this compensation might be in excess of the
compensation customary in the type of transaction involved. See "Plan of
Distribution."

        Intuit will not receive any of the proceeds from the sale of these
shares.

        Our common stock is quoted on the Nasdaq National Market under the
symbol "INTU." The last reported sale price on December 8, 2000 was $49.12 per
share.

        Our principal executive offices are located at 2535 Garcia Avenue,
Mountain View, California 94303 and our telephone number is (650) 944-6000.


                              -------------------


        INVESTING IN INTUIT COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.


                              -------------------


        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.




                The date of this prospectus is December 12, 2000

<PAGE>   3

                                TABLE OF CONTENTS


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                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Risk Factors................................................................................    3
Use of Proceeds.............................................................................    8
Selling Stockholder.........................................................................    8
Plan of Distribution .......................................................................    9
Legal Matters...............................................................................   10
Where You Can Find More Information.........................................................   10
</TABLE>



                               -------------------



        Throughout this prospectus, including documents incorporated by
reference into this prospectus, you will find "forward-looking" statements, or
statements about events or circumstances that have not yet occurred. In some
cases, you can identify these statements by forward-looking words such as "may,"
"might," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential" or "continue," and other similar terms.
These forward-looking statements may include, among other things, projections of
our future financial performance, our anticipated growth and anticipated trends
in our businesses. These statements are only predictions, based on our current
expectations about future events. Although we believe the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future
results, performance or achievements or that predictions or current expectations
will be accurate. These forward-looking statements involve risks and
uncertainties, and our actual results, performance or achievements could differ
materially from those expressed or implied by the forward-looking statements.
The important factors that could cause our results to differ are discussed in
this prospectus under the heading of "Risk Factors" beginning on page 3. We
encourage you to read that section carefully. These factors are not intended to
represent a complete list of the general or specific factors that may affect us.
It should be recognized that other factors, including general economic factors
and business strategies, may be significant, presently or in the future, and the
factors discussed in this prospectus may affect us to a greater extent than
indicated. Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise. This means that we will not necessarily update information in this
prospectus if any forward-looking statement later turns out to be inaccurate.

        Unless the context otherwise requires, the terms "we," "our," "us," "the
company" and "Intuit" refer to Intuit Inc., a Delaware corporation, and its
consolidated subsidiaries.

        Intuit, the Intuit logo, Quicken, QuickBooks, QuickBooks Pro, TurboTax,
ProSeries and Lacerte, among others, are registered trademarks and/or registered
service marks of Intuit Inc. or one of its subsidiaries. Quicken.com,
QuickenInsurance, Quicken Loans and QuickenStore, among others, are trademarks
and/or service marks of Intuit Inc. or one of its subsidiaries.

        In connection with this offering, no person is authorized to give any
information or to make any representation not contained in this prospectus. If
information is given or representations are made, you may not rely on that
information or representations as having been authorized by us. This prospectus
is neither an offer to sell nor a solicitation of an offer to buy any securities
other than those registered by this prospectus, nor is it an offer to sell or a
solicitation of an offer to buy securities where an offer or solicitation would
be unlawful. You may not imply from the delivery of this prospectus, nor from
any sale made under this prospectus, that our affairs are unchanged since the
date of this prospectus or that the information contained in this prospectus is
correct as of any time after the date of this prospectus.



                                       2
<PAGE>   4

                                  RISK FACTORS

        The factors discussed below are cautionary statements that identify
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements in this prospectus or in
documents incorporated by reference into this prospectus. You should carefully
consider these risk factors, together with all of the other information
contained or incorporated by reference in this prospectus, before you decide to
purchase shares of our common stock. The risks and uncertainties described below
are not the only ones we face. Additional risks and uncertainties not currently
known to us or that we currently deem immaterial may also harm our business. The
trading price of our common stock could decline due to any of these risks, and
you may lose all or part of your investment.

COMPANY-WIDE FACTORS THAT COULD AFFECT FUTURE RESULTS

Our revenue and earnings are highly seasonal, which causes significant quarterly
fluctuations in our revenue and net income. Several of our businesses are highly
seasonal - particularly our tax business, but also small business and consumer
finance to a lesser extent. This causes significant quarterly fluctuations in
our financial results. Revenue and earnings are usually strongest during the
quarters ending January 31 and April 30. We experience lower revenues, and often
significant operating losses, in the July 31 and October 31 quarters.

Acquisition-related charges and gains and losses related to marketable
securities can cause significant fluctuation in our net income. Our recent
acquisitions have resulted in significant expenses, including amortization of
purchased software, goodwill and purchased intangibles, and charges for
in-process research and development. Acquisition-related expenses were $80.9
million in fiscal 1998, $100.7 million in fiscal 1999 and $168.1 million in
fiscal 2000. Additional acquisitions (including our acquisition of Venture
Finance Software Corp. in August 2000) and any premature impairment of the value
of purchased assets, could have a significant negative impact on future
operating results. Our investment activities also impact our net income. We
recorded pre-tax gains and losses from marketable securities and other
investments of $579.2 million in fiscal 1999 and $481.1 million in fiscal 2000.
These amounts reflect net realized gains on sales of certain marketable
securities during fiscal 1999 and 2000, as well as unrealized quarter-to-quarter
gains and losses due to price fluctuations in securities that we account for as
"trading securities." Fiscal 2000 decreases in the market prices of our trading
securities resulted in a significant reduction in our pre-tax income, and future
price fluctuations in trading securities, and any significant long-term declines
in value of other securities, could reduce our net income in future periods.

If we do not continue to successfully develop new products and services in a
timely manner, our future financial results would suffer. The development of
products and services is a complex process involving several risks. Hiring and
retaining highly qualified technical employees is critical to the success of our
development efforts, and we face intense competition for these employees.
Launches of products and services can be delayed for a variety of reasons.
Products and services may also have "bugs" that hinder performance, give
customers incorrect results and/or damage customer data. These problems can be
expensive to fix and can also result in higher technical support costs and lost
customers.

We face intense competition for qualified employees, especially for our
Internet-based businesses. Like many of our competitors, we have had
difficulties during the past few years in hiring and retaining employees, and we
expect to face continuing challenges in recruiting and retention.

Despite our efforts to adequately staff and equip our customer service and
technical support operations, we cannot always respond promptly to customer
requests for assistance. We occasionally experience customer service and support
problems, including longer than expected "hold" times when our staffing is
inadequate to handle higher than anticipated call volume, and a large number of
inquiries from customers checking on the status of product orders when shipments
are delayed. This can adversely affect customer relationships and our financial
performance. For example, during fiscal 2000, some small business customers
(particularly QuickBooks Support Network and payroll services customers)
experienced inconsistent service levels and delays that led to some negative
press attention. In order to improve our customer service and technical support,
we must continue to focus on eliminating underlying causes of service and
support calls (through product improvements and better order fulfillment
processes), and on more accurately anticipating demand for customer service and
technical support.

We face risks relating to customer privacy and security and increasing
regulation, which could hinder the growth of our businesses - particularly our
Internet-based businesses. Despite our efforts to address customer concerns
about privacy and security, these issues still pose a significant risk, and we
have experienced lawsuits and negative publicity relating to privacy issues. For
example, during fiscal 2000, there have been articles criticizing our privacy
practices as they relate to

                                       3
<PAGE>   5

the connectivity of our desktop software to our web sites. We have faced
lawsuits and negative press alleging that we improperly shared information about
customers with third party "ad servers" for our web sites. A major breach of
customer privacy or security by Intuit, or even by another company, could have
serious consequences for our businesses - particularly our Internet businesses -
including reduced customer interest and/or additional regulation by federal or
state agencies. In addition, mandatory privacy and security standards and
protocols are still being developed by government agencies, and we may incur
significant expenses to comply with any requirements that are ultimately
adopted. For example, under the Gramm Leach Bliley Act recently adopted by the
federal government, by July 1, 2001 Intuit will be required to provide written
notice of its privacy practices to all customers. We must give customers an
opportunity to state their preferences regarding Intuit's use of their
non-public personal information, and we must honor those preferences. If
Internet use does not grow as a result of privacy or security concerns,
increasing regulation or for other reasons, the growth of our Internet-based
businesses would be hindered.

We face increasing challenges in maintaining adequate access to retail
distribution channels. During the past several years, consolidation among
retailers caused a number of large retailers and mass merchandisers to hold
significant bargaining power. This has made it challenging for us to negotiate
financially favorable terms with retailers. Any termination or significant
disruption of our relationship with any of our major distributors or retailers,
or a significant unanticipated reduction in sales volume attributable to any of
our principal resellers, could result in a significant decline in our net
revenue. Also, any financial difficulties of our retailers or distributors could
have an adverse effect on our operating expenses if uncollectable amounts from
them exceed the bad debt reserves we have established.

We rely on a single third party vendor to handle all outsourced aspects of our
primary retail desktop software product launches. While we believe that using a
single outsourcer for our primary retail product launches improves the
efficiency and reliability of our product launches, reliance on one vendor can
have severe negative consequences if the vendor fails to perform for any reason.

Actual product returns may exceed return reserves. We generally ship
significantly more desktop products to our distributors and retailers than we
expect them to sell, in order to reduce the risk that distributors or retailers
will run out of products. This is particularly true for our tax products, which
have a short selling season. Like most software companies, we have a liberal
product return policy and we have historically accepted significant product
returns. We establish reserves for product returns in our financial statements,
based on estimated future returns of products. We closely monitor levels of
product sales and inventory in the retail channel in an effort to maintain
reserves that are adequate to cover expected returns. In the past, returns have
not generally exceeded these reserves. However, if we do experience actual
returns that significantly exceed reserves, it would result in lower revenue.

Our recent acquisitions have resulted in business integration challenges. Our
recent acquisitions have expanded our product and service offerings, personnel
and geographic locations. Integrating and organizing acquired businesses creates
challenges for our operational, financial and management information systems. If
we do not adequately address issues presented by growth through acquisitions, we
may not fully realize the intended benefits (including financial benefits) of
these acquisitions.

We face existing and potential government regulation in many of our businesses,
which can increase our costs and hinder the growth of our businesses. Our
Internet-based products and services are available in many states and foreign
countries. As a result, we may be subject to regulation and/or taxation in many
additional jurisdictions, which could substantially slow commercial use of the
Internet and growth of our Internet-based businesses. We offer several regulated
products and services through separate subsidiary corporations. Establishing and
maintaining regulated subsidiaries requires significant financial, legal and
management resources. If the subsidiaries fail to comply with applicable
regulations, they could face liability to customers and/or penalties and
sanctions by government regulators.

Legal protection for our intellectual property is not always effective to
prevent unauthorized use. We rely on a combination of copyright, patent,
trademark and trade secret laws, and employee and third-party nondisclosure and
license agreements, to protect our software products and other proprietary
technology. We do not have significant copy-protection mechanisms in our
software because we do not believe they are practical or effective at this time.
Current U.S. laws that prohibit copying give us only limited practical
protection from software "pirates," and the laws of many other countries provide
very little protection. Policing unauthorized use of our products is difficult,
expensive and time-consuming and we expect that software piracy will be a
persistent problem for our desktop software products. In addition, the unique
technology of the Internet may tend to increase, and provide new methods for,
illegal copying of the technology used in our desktop and Internet-based
products and services.


                                       4
<PAGE>   6

We do not own all of the software and other technologies used in our products
and service. We have the licenses from third parties that we believe are
necessary for using technology that we do not own in our current products and
services. It may be necessary to renegotiate with these third parties for
inclusion of their technology in any new versions of our current products or in
new products. Third party licenses may not be available on reasonable terms, or
at all. Other parties occasionally claim that features or content of our
products, or our use of trademarks, may infringe their propriety rights. Past
claims have not resulted in any significant litigation, settlement or licensing
expenses, but future claims could. Third parties may assert infringement claims
against us in the future, and claims could result in costly litigation, require
us to redesign one or more of our products or services, or require us to obtain
a license to intellectual property rights of third parties or perhaps to cease
marketing affected products and services. Third party licenses may not be
available on reasonable terms, or at all.

The stock market has experienced price volatility that has particularly affected
technology companies. These market fluctuations have adversely affected our
stock price in the past and may do so in the future. Some of the volatility has
resulted from factors such as the seasonality and quarterly fluctuations in our
revenue and operating results, announcements of technical innovations,
acquisitions or strategic relationships by Intuit or its competitors, changes in
earnings estimates by analysts and changes in market conditions in the computer
hardware and software industries. However, volatility may also be unrelated to
our operating performance or the business environment in which we operate.

FACTORS RELATING TO COMPETITION

We face competitive pressures in all of our businesses, which can have a
negative impact on our revenue, profitability and market position. In all our
businesses, we face continual risks that competitors will introduce better
products and services, reduce prices, gain better access to distribution
channels, increase advertising (including advertising targeted at Intuit
customers), and release new products and services before we do. Any of these
competitive actions (particularly any prolonged price competition) could result
in lower net revenue and/or lower profitability for Intuit. They could also
affect our ability to keep existing customers and acquire new customers, which
is particularly important for our Internet-based products and services.

In the small business area, we face a wide range of competitive risks that could
impact our financial results. For example, in online payroll, the competitive
landscape is changing quickly and we could lose some competitive advantage if
other companies begin offering online payroll services that integrate with
desktop and/or web-based accounting software. As another example, our financial
supplies business continues to experience pricing pressures from many of our
competitors. While we have been able to offset some of the impact of price
competition by improving operational efficiencies and customer service, ongoing
price pressures could result in lower revenue and profitability for our supplies
business.

Intense competition in the consumer tax preparation software business has caused
us to reduce prices, which has impacted our revenue, profitability and
competitive position. During the recent tax season we reduced prices for our
Quicken TurboTax product line in response to aggressive pricing by H&R Block and
Microsoft. This resulted in significantly lower average selling prices. Although
Microsoft ultimately withdrew from the desktop consumer tax preparation software
segment this season, they may offer competitive products and services, either
directly or indirectly, on the desktop and/or via the web, in future tax
seasons. In addition, there are other formidable current and potential
competitors in the private sector, and we also face potential competition from
publicly-funded government entities seeking to competitively enter private
markets in the United States for consumer electronic financial services.
Accordingly, we expect competition to remain intense during fiscal 2001.

Our consumer finance products face aggressive competition that could limit
future growth. Our Quicken products compete directly with Microsoft Money, which
is aggressively promoted and priced. We expect competitive pressures for Quicken
to continue, both from Microsoft Money, and from web-based personal finance
tracking and management tools that are becoming increasingly available at no
cost to consumers. These pressures could ultimately result in a decline in
revenue and profitability for our Quicken product line. There are many
competitors for our Internet-based consumer finance products and services. The
number of competitors has increased in recent years as more companies expand
their businesses onto the Internet. However, we expect that the general downturn
in Internet and technology stocks since March 2000 will result in significant
consolidation, with fewer, but more financially sound, competitors surviving.
This could make it more difficult for us to compete effectively.

Products and services offered to consumers by government agencies may
increasingly overlap with products and services offered by Intuit and others in
the private sector, and could have a significant negative impact on our future
financial


                                       5
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results. Government agencies are increasingly using public funds to offer
commercial products and services to consumers that are duplicative of those
provided by private sector companies, including Intuit. For example, some
federal and state tax agencies have begun to expand their mission by offering
individual taxpayers electronic tax preparation and filing services similar to
those currently offered by Intuit and others at a low cost. In addition, a
growing number of firms are providing web-based tax filing services at no cost
to lower income taxpayers through "Digital Divide" public service initiatives,
such as Intuit's Quicken Tax Freedom Project, offering additional competition.
Another example of the trend for government agencies to provide private sector
products and services is the U.S. Postal Service's offering of electronic bill
payment services to consumers. Although some governmental agencies have begun
taking steps to reverse this trend by abandoning previous plans to provide
electronic commerce products and services, future administrative, regulatory or
legislative activity in this area could adversely impact Intuit and other
companies that provide software and electronic financial services. Intuit is
actively working with others in the private sector, as well as with federal and
state government officials, to help clarify the appropriate role for government
agencies in the electronic commerce marketplace.

FACTORS AFFECTING OUR INTERNET-BASED BUSINESSES GENERALLY

If we do not continue to successfully refine and update the business models for
our Internet-based products and services, and operationally support these
businesses, the businesses will not achieve sustainable financial viability or
broad customer acceptance. Our Internet-based business models have more complex
and varied revenue streams than our traditional desktop software businesses. For
these businesses to become and remain economically viable, we must continually
refine their revenue models to reflect the evolving economics of Internet
commerce. These businesses also depend on a different operational infrastructure
than our desktop software businesses, and we must continually develop, expand
and modify internal systems and procedures to support these businesses. In
particular, our web-based tax preparation and electronic filing services must
continue to effectively handle extremely heavy customer demand during the peak
tax season. If we are unable to meet customer expectations in a cost-effective
manner, it could result in lost customers, negative publicity, and increased
operating costs, which could have a significant negative impact on the financial
and market success of these businesses.

The market pressure to launch Internet-based products and services quickly may
lead to lower product quality. The development process for Internet-based
products is more rapid, less predictable, and shorter than for our desktop
products. Getting Internet-based products and services launched quickly is
crucial to competitive success, but this time pressure may result in lower
product quality, dissatisfied customers and negative publicity, as well as
additional expenses to fix bugs.

SPECIFIC FACTORS AFFECTING OUR SMALL BUSINESS DIVISION

If we cannot fully and successfully implement all announced QuickBooks Internet
Gateway Services in a timely fashion, we may be unable to sustain these services
as a successful business. Development of some of the announced QuickBooks
Internet Gateway services has not yet been completed. Intuit and the third-party
service providers of these services could face technological difficulties,
financial difficulties and other problems that could delay or prevent
implementation of the QuickBooks Internet Gateway Services, which in turn could
delay or prevent us from recognizing contractually committed revenues to the
extent that recognition of such revenue depends on implementation with the
customer.

If our recently introduced QuickBooks Internet Gateway services do not achieve
and maintain acceptance by customers and the third-party vendors who provide
these services, they will not generate long-term revenue growth or
profitability. We must meet customer and vendor expectations in delivering our
QuickBooks Internet Gateway services. If we do not meet these expectations, we
may not be able to maintain the third party vendor relationships that are
necessary to allow us to provide services desired by customers. If we fail to
meet expectations and maintain these relationships, our ability to expand our
QuickBooks Internet Gateway services will be jeopardized. To retain these
relationships, we may be required to adapt them in ways that are less attractive
to us, financially or otherwise. In addition, QuickBooks Internet Gateway
Services are currently available only to customers using QuickBooks 2000.
Customer upgrade rates to QuickBooks 2000 have been lower than historical
upgrade levels, which has impacted the growth of the potential customer base for
these services.

In order to expand our customer base in the payroll services business, we must
continue to improve the efficiency and effectiveness of our payroll processing
operations and streamline customer activations for our Deluxe online payroll
processing service. The payroll processing business involves a number of
business risks if we make errors in providing accurate and timely payroll
information, cash deposits or tax return filings, including our incurring
liability to customers, additional expense to correct product errors and loss of
customers. For our Internet-based services (the Deluxe service, as


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well as the online Basic service), we must improve our operations to give
customers more reliable connectivity to our data center to transmit and receive
payroll data and tax tables. In order to expand the customer base for our Deluxe
payroll service, we must continue to focus on streamlining the service
activation process for new customers.

Our financial supplies business relies on a single vendor to print all check and
other imprinted products. The products provided by this vendor accounted for
about 75% of our supplies revenue in fiscal 1999 and 2000. If there are any
problems with the vendor's performance, it could have a material negative impact
on sales of supplies and on Intuit as a whole.

SPECIFIC FACTORS AFFECTING OUR TAX DIVISION

Intense competition in the consumer tax preparation software business has caused
us to reduce prices, which has impacted our revenue, profitability and
competitive position. During the recent tax season we reduced prices for our
Quicken TurboTax product line in response to aggressive pricing by H&R Block and
Microsoft. This resulted in significantly lower average selling prices. Although
Microsoft ultimately withdrew from the desktop consumer tax preparation software
segment this season, they may offer competitive products and services, either
directly or indirectly, on the desktop and/or via the web, in future tax
seasons. In addition, there are other formidable current and potential
competitors in the private sector, and we also face potential competition from
publicly-funded government entities seeking to competitively enter private
markets in the United States for consumer electronic financial services.
Accordingly, we expect competition to remain intense during fiscal 2001.

Significant problems or delays in the development of our tax products would
result in lost revenue and customers. The development of tax preparation
software presents a unique challenge because of the demanding annual development
cycle required to incorporate unpredictable tax law changes each year. The rigid
development timetable increases the risk of errors in the products and the risk
of launch delays. Any major defects could lead to negative publicity, customer
dissatisfaction and incremental operating expenses - including expenses
resulting from our commitment to reimburse penalties and interest paid by
consumer customers due solely to calculation errors in our products. A late
product launch could cause our current and prospective customers to choose a
competitor's product for that year's tax season. This would result in lost
revenue in the current year and would make it more difficult for us to sell our
products to those customers in future tax seasons.

SPECIFIC FACTORS AFFECTING OUR CONSUMER FINANCE DIVISION

The long-term viability of Quicken.com and our other Internet-based personal
finance services will depend on our ability to increase our customer base as
quickly as possible, get greater participation by financial institutions, and
expand the depth and breadth of our offerings in order to differentiate
ourselves from other Internet-based personal finance service providers. Growth
in customers and traffic is crucial for our Quicken.com site and its ability to
generate advertising revenue, but traffic can vary significantly from month to
month due to seasonal trends, site performance, performance of the major stock
market indices and other factors. Monthly Quicken.com page views have varied
dramatically over the past year, from approximately 150 million in July 1999, to
a peak of over 300 million in March 2000, back down to slightly under 200
million in July 2000. Continued expansion and customer use of Quicken.com and
our other personal finance websites will require us to improve site performance,
and the scalability and reliability of the underlying technology, to reduce the
length and frequency of service interruptions. It will also require us to
establish and maintain relationships with key Internet portals, distributors and
content providers, and our distribution relationships require us to make
significant financial commitments to these companies. For example, our agreement
with Excite@Home currently calls for us to share certain revenue generated from
our Quicken.com site and our agreement with America Online calls for us to make
significant guaranteed payments to America Online over the term of the
agreement. Due to the constantly evolving business environment in which we
operate, and the changing priorities and economic circumstances of Intuit and
our business allies, we may be required to adapt some of our relationships in
ways that are less attractive to us (financially or otherwise) in order to
continue benefiting from those relationships. Adding more high-quality content
is also crucial to our efforts to continue expanding our Quicken.com customer
base and to differentiate our site from other personal finance sites. This may
require us to invest significant resources in research and development,
strategic relationships and/or acquisitions.

Our mortgage business is subject to interest rate fluctuations and operational
risks that could result in further revenue declines. Increases in mortgage rates
and other interest rates have adversely affected our mortgage business,
contributing to the significant revenue decline from fiscal 1999 to fiscal 2000.
If mortgage interest rates continue to rise, this may continue to impact the
volume of closed loans and applications - particularly our most interest-rate
sensitive products such as


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conventional loans and refinancing loans. FHA loans and home purchase mortgages
tend to be less mortgage-rate sensitive. Fluctuations in non-mortgage interest
rates also create risks with respect to the loans on our balance sheet and
impact our cost of funds to provide loans. In addition, our ability to
successfully streamline the online application, approval, and closing process
will have a significant impact on our ability to attract customers to our
mortgage service, and on our ability to continue increasing the percentage of
our mortgage revenue generated through the online channel compared to branch
offices. We must also maintain relationships with certain banks and other third
parties who we will rely on to provide access to capital, and later, service the
loans. If we are unable to do so, it could have a negative impact on our
mortgage business and on Intuit's financial results.

The viability of electronic bill management services will require widespread
consumer and biller adoption, which may still be years away. The financial
success of our bill management services will depend on a number of factors,
including timely and cost-effective completion of ongoing development efforts,
and adoption and participation rates by customers and financial institutions,
including billers. We have not yet completed our development efforts for
electronic bill payment and presentment services, and widespread consumer and
biller adoption may still be years away. Failure of consumers and billers to
widely adopt electronic bill payment and presentment would have a material
negative effect on our business.

SPECIFIC FACTORS AFFECTING OUR INTERNATIONAL DIVISION

Business conditions in international markets, other risks inherent in
international operations, and changes in our business model in Europe, may
negatively impact our financial performance. Conducting business internationally
involves many risks, including potential volatility in the political and
economic conditions of foreign countries; difficulties in managing operations in
different locations (including hiring and retaining management personnel); a
product development process that is often more time-consuming and costly than in
the U.S. due in part to "localization" requirements; fluctuations in foreign
currency exchange rates; and unanticipated changes in foreign regulatory
requirements. For example, the economic situation in Japan had a negative impact
on international revenue and profits during fiscal 1998 and 1999. We experienced
product launch delays in Germany in fiscal 1998 and fiscal 1999, which
contributed to revenue declines in certain quarters. In addition, the shift in
our business model in Germany has led to declining revenues for us in the
markets served by our partner.

                                 USE OF PROCEEDS

        We will not receive any proceeds from the sales of our common stock by
the selling stockholder under this prospectus.

                               SELLING STOCKHOLDER

        The selling stockholder is Stephen M. Bennett. Mr. Bennett joined Intuit
as President and Chief Executive Officer and a member of our board of directors
in January 2000. He has had no other position, office or other relationship with
Intuit or any of its predecessors or affiliates within the past three years. As
of December 11, 2000, Mr. Bennett was the beneficial owner of 422,499 shares of
our common stock, which includes 197,499 shares subject to options that are
currently exercisable or will be exercisable within 60 days after December 11,
2000. Over time, Mr. Bennett may offer and sell up to 225,000 shares pursuant to
this prospectus. Assuming that he sells all of the shares offered by this
prospectus, based on his beneficial ownership as of December 11, 2000, he will
beneficially own 197,499 shares of our common stock after completion of this
offering. His beneficial ownership of our common stock represents less than 1%
of our shares of common stock outstanding, based upon the total number of shares
outstanding as of December 11, 2000. Because the selling stockholder may offer
all or some of the shares under this prospectus over time, the actual number of
shares that he will sell or the actual number of shares that he will hold after
completion of the sales is unknown at the date of this prospectus. Information
concerning the selling stockholder may change over time and any changed
information will be provided in supplements to this prospectus if and when
necessary.

        The selling stockholder, together with any pledgee or donee of the
selling stockholder, and any person who may purchase shares offered by this
prospectus from the selling stockholder in a private transaction, are referred
to in this prospectus as the "selling stockholder."


                                       8
<PAGE>   10

                              PLAN OF DISTRIBUTION

        The selling stockholder and his successors, including transferees,
pledgees or donees or their successors, may sell the common stock offered under
this prospectus directly to purchasers or through underwriters, broker-dealers
or agents, who may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder or the purchasers. These discounts,
concessions or commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of transactions involved.
Neither Intuit nor the selling stockholder can estimate the amount of this
compensation.

        The common stock offered under this prospectus may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market prices, at varying prices
determined at the time of sale, or at negotiated prices. These sales may be
affected in transactions, which may involve crosses or block transactions:

        -       on any national securities exchange or U.S. inter-dealer system
                of a registered national securities association on which the
                common stock may be listed or quoted at the time of sale;

        -       in the over-the-counter market;

        -       in transactions otherwise than on these exchanges or systems or
                in the over-the-counter market;

        -       through the writing of options, whether the options are listed
                on an options exchange or otherwise; or

        -       through the settlement of short sales.

        In connection with the sale of the common stock, the selling stockholder
may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the common stock in the
course of hedging the positions they assume. Except as provided in Section 16(c)
of the Securities Exchange Act of 1934, the selling stockholder may also sell
the common stock short and deliver these securities to close out their short
positions, or loan or pledge the common stock to broker-dealers that in turn may
sell these securities.

        The total proceeds to the selling stockholder from the sale of the
common stock offered under this prospectus will be the purchase price of the
common stock less any discounts and commissions. The selling stockholder
reserves the right to accept or to reject, in whole or in part, any proposed
purchase of common stock to be made directly or through agents.

        The selling stockholder and any underwriters, broker-dealers or agents
that participate in the sale of the common stock may be "underwriters" within
the meaning of Section 2(11) of the Securities Act 0f 1933. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may be
underwriting discounts and commissions under the Securities Act. If the selling
stockholder is an "underwriter" within the meaning of Section 2(11) of the
Securities Act, he will be subject to the prospectus delivery requirements of
the Securities Act.

        In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than under this prospectus. The selling stockholder may not sell any
common stock described in this prospectus and may not transfer, devise or gift
these securities by other means not described in this prospectus.

        To the extent required, the specific common stock to be sold, the name
of the selling stockholder, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be provided in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part. This
prospectus also may be used, with Intuit's consent, by donees or pledgees of the
selling stockholder, or by other persons acquiring shares and who wish to offer
and sell shares under circumstances requiring or making desirable its use.

        In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers.


                                       9
<PAGE>   11

        Intuit issued the common stock offered under this prospectus in
connection with restricted stock purchase agreements entered into in connection
with the employment of the selling stockholder. The shares were issued in
reliance upon the exemptions from the registration requirements of the
Securities Act provided by Section 4(2) of the Securities Act and/or Regulation
D promulgated under the Securities Act. Intuit will pay substantially all of the
expenses incident to this offering of the shares by the selling stockholder to
the public other than commissions and discounts of underwriters, brokers,
dealers or agents.

                                  LEGAL MATTERS

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Virginia R. Coles, Esq.,
Assistant General Counsel and Assistant Secretary of the Registrant. Ms. Coles
is an employee of the Registrant. As of December 11, 2000, Ms. Coles held 1,535
shares of Intuit's common stock and held options to purchase 36,315 shares of
Common Stock (of which 15,648 shares are exercisable within the next 60 days).

                       WHERE YOU CAN FIND MORE INFORMATION

        The following documents that we have filed with the Securities Exchange
Commission are incorporated into this prospectus by reference:

        -       our Annual Report on Form 10-K for our fiscal year ended July
                31, 2000;

        -       our Current Reports on Form 8-K dated November 21, 2000,
                November 22, 2000 and November 27, 2000;

        -       the description of our common stock contained in our
                registration statement on Forms 8-A filed with the Commission
                under Section 12(g) of the Exchange Act, including any amendment
                or report filed for the purpose of updating such description;
                and

        -       all documents subsequently filed by us pursuant to Sections
                13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
                this prospectus and before the termination of this offering.

        To the extent that any statement in this prospectus is inconsistent with
any statement that is incorporated by reference, the statement in this
prospectus controls. The incorporated statement shall not be deemed, except as
modified or superseded, to constitute a part of this prospectus or the
registration statement.

        Because we are subject to the informational requirements of the Exchange
Act, we file reports and other information with the Commission. Reports,
registration statements, proxy and information statements and other information
that we have filed can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain copies of this material from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site that contains reports,
proxy and information statements and other information that is filed
electronically with the Commission. This web site can be accessed at
http://www.sec.gov.

        We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the common stock offered under this
prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. You should refer to the registration
statement for further information about our common stock and us. Statements in
this prospectus about the contents of any contract or other document are not
necessarily complete and, in each instance, we refer you to the copy of each
contract or document filed as an exhibit to the registration statement. Copies
of the registration statement, including exhibits, may be inspected without
charge at the Commission's principal office in Washington, D.C., and you may
obtain copies from this office upon payment of the fees prescribed by the
Commission.

        We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been incorporated by reference into this prospectus (except exhibits,
unless they are specifically incorporated by reference into this prospectus or
the information that this prospectus incorporates). You


                                       10
<PAGE>   12

should direct any requests for copies to Intuit Inc., Investor Relations, 2535
Garcia Avenue, Mountain View, California 94043; telephone: (650) 944-6000.


                                       11
<PAGE>   13

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement relates to 225,000 shares of common stock,
$0.01 par value per share, of the Registrant, that have been issued under two
restricted stock purchase agreements dated as of January 24, 2000.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The Registrant incorporates into this Registration Statement the
following documents filed with the Securities and Exchange Commission (the
"Commission"):

        (a)     The Registrant's latest annual report filed pursuant to Section
                13(a) or 15(d) of the Securities Exchange Act of 1934, as
                amended (the "Exchange Act"), or the latest prospectus filed by
                the Registrant pursuant to Rule 424(b) under the Securities Act
                of 1933, as amended (the "Securities Act"), that contains
                audited financial statements for the Registrant's latest fiscal
                year for which such statements have been filed.

        (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                the Exchange Act since the end of the fiscal year covered by the
                Registrant's annual report or prospectus referred to in (a)
                above.

        (c)     The description of the Registrant's Common Stock contained in
                the Registrant's registration statement on Form 8-A filed with
                the Commission under Section 12 of the Exchange Act, including
                any amendment or report filed for the purpose of updating such
                description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 5. NAMED EXPERTS; INTERESTS OF NAMED COUNSEL

        The consolidated financial statements and schedule of Registrant
appearing in Registrant's Form 10-K for the year ended July 31, 2000, have been
audited by Ernst & Young LLP, independent auditors, to the extent indicated in
their report thereon that is included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

        The statements of income, stockholders' equity, and cash flows of Rock
Financial Corporation for the year ended December 31, 1998, have been audited by
KPMG LLP, independent auditors, as set forth in their report thereon that is
included in the Registrant's Form 10-K for the year ended July 31, 2000. The
report of KPMG LLP refers to a change in method of accounting for software
developed for internal use. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Virginia R. Coles, Esq.,
Assistant General Counsel and Assistant Secretary of the Registrant. Ms. Coles
is an employee of the Registrant. As of December 11, 2000, Ms. Coles held 1,535
shares of Intuit's common stock and held options to purchase 36,315 shares of
Common Stock (of which 15,648 shares are exercisable within the next 60 days).

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care. In addition, as permitted by Section 145
of the Delaware General Corporation Law, the Registrant's Bylaws provide that:
(i) the Registrant is required to indemnify its directors and officers and
persons serving in such capacities at the Registrant's request in other business
enterprises (including, for example, subsidiaries of the Registrant), to the
fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the Registrant may, in
its discretion, indemnify employees and agents in those circumstances where
indemnification is not required by law; (iii) the Registrant is required to
advance

                                      II-1

<PAGE>   14

expenses, as incurred, to its directors and officers in connection with
defending a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant brings a claim for breach of the duty of
loyalty, for an act or omission not in good faith, intentional misconduct, a
knowing violation of law or deriving an improper personal benefit from a
transaction); (iv) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with its
directors, officers and employees; and (v) the Registrant may not retroactively
amend the Bylaw provisions in a way that is adverse to such directors, officers
and employees.

        The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by Section 145 of the Delaware
General Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
executive officers will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding, by
reason of their services as directors or executive officers of the Registrant or
as directors or officers of any other company or enterprise when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
of indemnification under the indemnity agreements, the Registrant's Bylaws or
any statute or law. Under the agreements, the Registrant is not obligated to
indemnify the indemnified party: (i) for any expenses incurred by the
indemnified party with respect to any proceeding instituted by the indemnified
party to enforce or interpret the agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
indemnified party in such proceeding was not made in good faith or was
frivolous; (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) with respect to any proceeding or
claim brought by the Registrant against the indemnified party for willful
misconduct, unless a court determines that each of such claims was not made in
good faith or was frivolous; (iv) on account of any suit in which judgment is
rendered against the indemnified party for an accounting of profits made from
the purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (v) on account of the indemnified party's conduct which is finally
adjudged to have been knowingly fraudulent or deliberately dishonest, or to
constitute willful misconduct or a knowing violation of the law; (vi) on account
of any conduct from which the indemnified party derived an improper personal
benefit; (vii) on account of conduct the indemnified party believed to be
contrary to the best interests of the Registrant or its stockholders; (viii) on
account of conduct that constituted a breach of the indemnified party's duty of
loyalty to the Registrant or its stockholders; or (ix) if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.

        The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act.

        The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registration
currently carries a director and officer liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        The Registrant issued a total of 225,000 shares of its common stock to
the selling stockholder under two restricted stock purchase agreements, both
dated January 24, 2000. These shares were issued in a private transaction in
reliance upon the exemption from registration under the Securities Act provided
by Section 4(2) of the Securities Act and/or Regulation D promulgated under the
Securities Act.

ITEM 8. EXHIBITS.

<TABLE>
<S>            <C>
     4.01      Restricted Stock Purchase Agreement for 75,000 shares of common
               stock dated as of January 24, 2000.

     4.02      Restricted Stock Purchase Agreement for 150,000 shares of common
               stock dated as of January 24, 2000.

     4.03(1)   Registrant's Restated Certificate of Incorporation, dated January
               19, 2000.

     4.04(2)   Second Amended and Restated Rights Agreement, dated October 15,
               1999.
</TABLE>



                                      II-2
<PAGE>   15

<TABLE>
<S>            <C>
     4.05(3)   Bylaws of Intuit, as amended and restated effective April 29,
               1998.

     4.06(4)   Form of Specimen Certificate for Intuit's Common Stock.

     4.07(2)   Form of Right Certificate for Series B Junior Participating
               Preferred Stock.

     5.01      Opinion of Counsel.

    23.01      Consent of Counsel (included in Exhibit 5.01).

    23.02      Consent of Ernst & Young LLP, Independent Auditors.

    23.03      Consent of KPMG LLP, Independent Auditors.

    24.01      Power of Attorney (see page II-6).
</TABLE>

--------------------------

(1)     Filed as an exhibit to Intuit's Form 10-Q for the quarter ended April
        30, 2000, filed with the Commission on June 14, 2000 and incorporated by
        reference.

(2)     Filed as an exhibit to Intuit's Registration Statement on Form S-8 (File
        No. 333-92503) filed with the Commission on December 10, 1999 and
        incorporated by reference.

(3)     Filed as an exhibit to Intuit's Form 8-K filed with the Commission on
        May 5, 1998 and incorporated by reference.

(4)     Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
        31, 2000, filed with the Commission on October 13, 2000 and incorporated
        by reference.

ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement;

                (iii)   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; provided,
                        however, that paragraphs (1)(i) and (1)(ii) above do not
                        apply if the Registration Statement is on Form S-3 or
                        Form S-8 or Form F-3, and the information required to be
                        included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed with
                        or furnished to the



                                      II-3
<PAGE>   16

                        Commission pursuant to Section 13 or Section 15(d) of
                        the Exchange Act that are incorporated by reference in
                        the Registration Statement.

        (2)     That for the purpose of determining any liability under the
                Securities Act, 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)     To remove from registration by means of a post-effective
                amendment any of the securities being registered, which remain,
                unsold at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act, (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 hereof, 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 Securities 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 hereby, 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
Securities Act and will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>   17

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on December 11,
2000.

                                          INTUIT INC.



                                          By:    /s/ GREG J. SANTORA
                                              ----------------------------------
                                                 Greg J. Santora
                                                 Senior Vice President and
                                                 Chief Financial Officer


                                      II-5
<PAGE>   18

                                POWER OF ATTORNEY

        By signing this Form S-8 below, I hereby appoint each of Stephen M.
Bennett and Greg J. Santora as my true and lawful attorneys-in-fact and agents,
in my name, place and stead, to sign any and all amendments (including
post-effective amendments) to this Form S-8 registration statement on my behalf,
and to file this Form S-8 registration statement (including all exhibits and
other documents related to the Form S-8 registration statement) with the
Securities and Exchange Commission. I authorize each of my attorneys-in-fact to
(1) appoint a substitute attorney-in-fact for himself and (2) perform any
actions that he believes are necessary or appropriate to carry out the intention
and purpose of this Power of Attorney. I ratify and confirm all lawful actions
taken directly or indirectly by my attorneys-in-fact and by any properly
appointed substitute attorneys-in-fact. 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.

PRINCIPAL EXECUTIVE OFFICER:


<TABLE>
<S>                                       <C>                                   <C>
    /s/ STEPHEN M. BENNETT                Chief Executive Officer,              December 11, 2000
------------------------------------      President and Director
Stephen M. Bennett

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:


    /s/ GREG J. SANTORA                   Senior Vice President                 December 11, 2000
------------------------------------      And Chief Financial Officer
Greg J. Santora


ADDITIONAL DIRECTORS:


    /s/ CHRISTOPHER W. BRODY              Director                              December 11, 2000
------------------------------------
Christopher W. Brody


    /s/ WILLIAM V. CAMPBELL               Director                              December 11, 2000
------------------------------------
William V. Campbell


    /s/ SCOTT D. COOK                     Director                              December 11, 2000
------------------------------------
Scott D. Cook


                                          Director                              December   , 2000
------------------------------------
L. John Doerr


    /s/ DONNA L. DUBINSKY                 Director                              December 11, 2000
------------------------------------
Donna L. Dubinsky


    /s/ MICHAEL R. HALLMAN                Director                              December 11, 2000
------------------------------------
Michael R. Hallman


    /s/ WILLIAM H. HARRIS, JR.            Director                              December 11, 2000
------------------------------------
William H. Harris, Jr.
</TABLE>



                                      II-6
<PAGE>   19

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    Exhibit
    Number     Description
    ------     -----------
<S>            <C>
     4.01      Restricted Stock Purchase Agreement for 75,000 shares of common
               stock dated as of January 24, 2000.

     4.02      Restricted Stock Purchase Agreement for 150,000 shares of common
               stock dated as of January 24, 2000.

     5.01      Opinion of Counsel.

    23.01      Consent of Counsel (included in Exhibit 5.01).

    23.02      Consent of Ernst & Young LLP, Independent Auditors.

    23.03      Consent of KPMG LLP, Independent Auditors.

    24.01      Power of Attorney (see page II-6).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f67913ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 73405}]
{"company-data": {"conformed-name": "INTUIT INC", "cik": "0000896878", "assigned-sic": "7372", "irs-number": "770034661", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51700", "film-number": "787847"}, "business-address": {"street1": "2535 GARCIA AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4159446000"}, "mail-address": {"street1": "PO BOX 7850", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94039-7850"}}
1
    As filed with the Securities and Exchange Commission on December 12, 2000
                                                      REGISTRATION NO. 333-_____
--------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   INTUIT INC.
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                      77-0034661
(State of Incorporation)                            (I.R.S. Employer
                                                   Identification No.)

                               2535 GARCIA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                    (Address of Principal Executive Offices)

                INTUIT INC. RESTRICTED STOCK PURCHASE AGREEMENTS
                            (Full title of the Plan)

                          CATHERINE L. VALENTINE, ESQ.
                                   INTUIT INC.
                                2700 COAST AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94303
                                 (650) 944-6000
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                            KENNETH A. LINHARES, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING         AMOUNT OF
      TO BE REGISTERED          REGISTERED         PER SHARE               PRICE           REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value   225,000 (1)       $48.78(2)         $10,975,500(2)         $2,897.53(3)
===========================================================================================================
(1)     Represents shares issued pursuant to two Restricted Stock Purchase
        Agreements dated as of January 24, 2000.

(2)     Estimated as of December 8, 2000 pursuant to Rule 457(c) under the
        Securities Act of 1933, as amended, solely for the purpose of
        calculating the registration fee.

(3)     Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
        as amended.
2

                                   PROSPECTUS

                                   INTUIT INC.

                         225,000 Shares of Common Stock

                              -------------------

        The shares covered by this prospectus may be offered and sold over time
by the stockholder named in this prospectus under the heading "Selling
Stockholder," by his pledgees or donees, or by other transferees that receive
the shares in transfers other than public sales. Intuit issued these shares
under restricted stock purchase agreements entered into in connection with the
employment of the selling stockholder.

        The selling stockholder may sell the shares offered under this
prospectus in the open market at prevailing market prices, or in private
transactions at negotiated prices. He may sell the shares directly, or may sell
them through underwriters, brokers or dealers. Underwriters, brokers, or dealers
may receive discounts, concessions or commissions from the selling stockholder
or from the purchaser, and this compensation might be in excess of the
compensation customary in the type of transaction involved. See "Plan of
Distribution."

        Intuit will not receive any of the proceeds from the sale of these
shares.

        Our common stock is quoted on the Nasdaq National Market under the
symbol "INTU." The last reported sale price on December 8, 2000 was $49.12 per
share.

        Our principal executive offices are located at 2535 Garcia Avenue,
Mountain View, California 94303 and our telephone number is (650) 944-6000.

                              -------------------

        INVESTING IN INTUIT COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.

                              -------------------

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is December 12, 2000
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                                TABLE OF CONTENTS
Page
                                                                                              ----
Risk Factors................................................................................    3
Use of Proceeds.............................................................................    8
Selling Stockholder.........................................................................    8
Plan of Distribution .......................................................................    9
Legal Matters...............................................................................   10
Where You Can Find More Information.........................................................   10
-------------------

        Throughout this prospectus, including documents incorporated by
reference into this prospectus, you will find "forward-looking" statements, or
statements about events or circumstances that have not yet occurred. In some
cases, you can identify these statements by forward-looking words such as "may,"
"might," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential" or "continue," and other similar terms.
These forward-looking statements may include, among other things, projections of
our future financial performance, our anticipated growth and anticipated trends
in our businesses. These statements are only predictions, based on our current
expectations about future events. Although we believe the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future
results, performance or achievements or that predictions or current expectations
will be accurate. These forward-looking statements involve risks and
uncertainties, and our actual results, performance or achievements could differ
materially from those expressed or implied by the forward-looking statements.
The important factors that could cause our results to differ are discussed in
this prospectus under the heading of "Risk Factors" beginning on page 3. We
encourage you to read that section carefully. These factors are not intended to
represent a complete list of the general or specific factors that may affect us.
It should be recognized that other factors, including general economic factors
and business strategies, may be significant, presently or in the future, and the
factors discussed in this prospectus may affect us to a greater extent than
indicated. Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise. This means that we will not necessarily update information in this
prospectus if any forward-looking statement later turns out to be inaccurate.

        Unless the context otherwise requires, the terms "we," "our," "us," "the
company" and "Intuit" refer to Intuit Inc., a Delaware corporation, and its
consolidated subsidiaries.

        Intuit, the Intuit logo, Quicken, QuickBooks, QuickBooks Pro, TurboTax,
ProSeries and Lacerte, among others, are registered trademarks and/or registered
service marks of Intuit Inc. or one of its subsidiaries. Quicken.com,
QuickenInsurance, Quicken Loans and QuickenStore, among others, are trademarks
and/or service marks of Intuit Inc. or one of its subsidiaries.

        In connection with this offering, no person is authorized to give any
information or to make any representation not contained in this prospectus. If
information is given or representations are made, you may not rely on that
information or representations as having been authorized by us. This prospectus
is neither an offer to sell nor a solicitation of an offer to buy any securities
other than those registered by this prospectus, nor is it an offer to sell or a
solicitation of an offer to buy securities where an offer or solicitation would
be unlawful. You may not imply from the delivery of this prospectus, nor from
any sale made under this prospectus, that our affairs are unchanged since the
date of this prospectus or that the information contained in this prospectus is
correct as of any time after the date of this prospectus.

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                                  RISK FACTORS

        The factors discussed below are cautionary statements that identify
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements in this prospectus or in
documents incorporated by reference into this prospectus. You should carefully
consider these risk factors, together with all of the other information
contained or incorporated by reference in this prospectus, before you decide to
purchase shares of our common stock. The risks and uncertainties described below
are not the only ones we face. Additional risks and uncertainties not currently
known to us or that we currently deem immaterial may also harm our business. The
trading price of our common stock could decline due to any of these risks, and
you may lose all or part of your investment.

COMPANY-WIDE FACTORS THAT COULD AFFECT FUTURE RESULTS

Our revenue and earnings are highly seasonal, which causes significant quarterly
fluctuations in our revenue and net income. Several of our businesses are highly
seasonal - particularly our tax business, but also small business and consumer
finance to a lesser extent. This causes significant quarterly fluctuations in
our financial results. Revenue and earnings are usually strongest during the
quarters ending January 31 and April 30. We experience lower revenues, and often
significant operating losses, in the July 31 and October 31 quarters.

Acquisition-related charges and gains and losses related to marketable
securities can cause significant fluctuation in our net income. Our recent
acquisitions have resulted in significant expenses, including amortization of
purchased software, goodwill and purchased intangibles, and charges for
in-process research and development. Acquisition-related expenses were $80.9
million in fiscal 1998, $100.7 million in fiscal 1999 and $168.1 million in
fiscal 2000. Additional acquisitions (including our acquisition of Venture
Finance Software Corp. in August 2000) and any premature impairment of the value
of purchased assets, could have a significant negative impact on future
operating results. Our investment activities also impact our net income. We
recorded pre-tax gains and losses from marketable securities and other
investments of $579.2 million in fiscal 1999 and $481.1 million in fiscal 2000.
These amounts reflect net realized gains on sales of certain marketable
securities during fiscal 1999 and 2000, as well as unrealized quarter-to-quarter
gains and losses due to price fluctuations in securities that we account for as
"trading securities." Fiscal 2000 decreases in the market prices of our trading
securities resulted in a significant reduction in our pre-tax income, and future
price fluctuations in trading securities, and any significant long-term declines
in value of other securities, could reduce our net income in future periods.

If we do not continue to successfully develop new products and services in a
timely manner, our future financial results would suffer. The development of
products and services is a complex process involving several risks. Hiring and
retaining highly qualified technical employees is critical to the success of our
development efforts, and we face intense competition for these employees.
Launches of products and services can be delayed for a variety of reasons.
Products and services may also have "bugs" that hinder performance, give
customers incorrect results and/or damage customer data. These problems can be
expensive to fix and can also result in higher technical support costs and lost
customers.

We face intense competition for qualified employees, especially for our
Internet-based businesses. Like many of our competitors, we have had
difficulties during the past few years in hiring and retaining employees, and we
expect to face continuing challenges in recruiting and retention.

Despite our efforts to adequately staff and equip our customer service and
technical support operations, we cannot always respond promptly to customer
requests for assistance. We occasionally experience customer service and support
problems, including longer than expected "hold" times when our staffing is
inadequate to handle higher than anticipated call volume, and a large number of
inquiries from customers checking on the status of product orders when shipments
are delayed. This can adversely affect customer relationships and our financial
performance. For example, during fiscal 2000, some small business customers
(particularly QuickBooks Support Network and payroll services customers)
experienced inconsistent service levels and delays that led to some negative
press attention. In order to improve our customer service and technical support,
we must continue to focus on eliminating underlying causes of service and
support calls (through product improvements and better order fulfillment
processes), and on more accurately anticipating demand for customer service and
technical support.

We face risks relating to customer privacy and security and increasing
regulation, which could hinder the growth of our businesses - particularly our
Internet-based businesses. Despite our efforts to address customer concerns
about privacy and security, these issues still pose a significant risk, and we
have experienced lawsuits and negative publicity relating to privacy issues. For
example, during fiscal 2000, there have been articles criticizing our privacy
practices as they relate to

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the connectivity of our desktop software to our web sites. We have faced
lawsuits and negative press alleging that we improperly shared information about
customers with third party "ad servers" for our web sites. A major breach of
customer privacy or security by Intuit, or even by another company, could have
serious consequences for our businesses - particularly our Internet businesses -
including reduced customer interest and/or additional regulation by federal or
state agencies. In addition, mandatory privacy and security standards and
protocols are still being developed by government agencies, and we may incur
significant expenses to comply with any requirements that are ultimately
adopted. For example, under the Gramm Leach Bliley Act recently adopted by the
federal government, by July 1, 2001 Intuit will be required to provide written
notice of its privacy practices to all customers. We must give customers an
opportunity to state their preferences regarding Intuit's use of their
non-public personal information, and we must honor those preferences. If
Internet use does not grow as a result of privacy or security concerns,
increasing regulation or for other reasons, the growth of our Internet-based
businesses would be hindered.

We face increasing challenges in maintaining adequate access to retail
distribution channels. During the past several years, consolidation among
retailers caused a number of large retailers and mass merchandisers to hold
significant bargaining power. This has made it challenging for us to negotiate
financially favorable terms with retailers. Any termination or significant
disruption of our relationship with any of our major distributors or retailers,
or a significant unanticipated reduction in sales volume attributable to any of
our principal resellers, could result in a significant decline in our net
revenue. Also, any financial difficulties of our retailers or distributors could
have an adverse effect on our operating expenses if uncollectable amounts from
them exceed the bad debt reserves we have established.

We rely on a single third party vendor to handle all outsourced aspects of our
primary retail desktop software product launches. While we believe that using a
single outsourcer for our primary retail product launches improves the
efficiency and reliability of our product launches, reliance on one vendor can
have severe negative consequences if the vendor fails to perform for any reason.

Actual product returns may exceed return reserves. We generally ship
significantly more desktop products to our distributors and retailers than we
expect them to sell, in order to reduce the risk that distributors or retailers
will run out of products. This is particularly true for our tax products, which
have a short selling season. Like most software companies, we have a liberal
product return policy and we have historically accepted significant product
returns. We establish reserves for product returns in our financial statements,
based on estimated future returns of products. We closely monitor levels of
product sales and inventory in the retail channel in an effort to maintain
reserves that are adequate to cover expected returns. In the past, returns have
not generally exceeded these reserves. However, if we do experience actual
returns that significantly exceed reserves, it would result in lower revenue.

Our recent acquisitions have resulted in business integration challenges. Our
recent acquisitions have expanded our product and service offerings, personnel
and geographic locations. Integrating and organizing acquired businesses creates
challenges for our operational, financial and management information systems. If
we do not adequately address issues presented by growth through acquisitions, we
may not fully realize the intended benefits (including financial benefits) of
these acquisitions.

We face existing and potential government regulation in many of our businesses,
which can increase our costs and hinder the growth of our businesses. Our
Internet-based products and services are available in many states and foreign
countries. As a result, we may be subject to regulation and/or taxation in many
additional jurisdictions, which could substantially slow commercial use of the
Internet and growth of our Internet-based businesses. We offer several regulated
products and services through separate subsidiary corporations. Establishing and
maintaining regulated subsidiaries requires significant financial, legal and
management resources. If the subsidiaries fail to comply with applicable
regulations, they could face liability to customers and/or penalties and
sanctions by government regulators.

Legal protection for our intellectual property is not always effective to
prevent unauthorized use. We rely on a combination of copyright, patent,
trademark and trade secret laws, and employee and third-party nondisclosure and
license agreements, to protect our software products and other proprietary
technology. We do not have significant copy-protection mechanisms in our
software because we do not believe they are practical or effective at this time.
Current U.S. laws that prohibit copying give us only limited practical
protection from software "pirates," and the laws of many other countries provide
very little protection. Policing unauthorized use of our products is difficult,
expensive and time-consuming and we expect that software piracy will be a
persistent problem for our desktop software products. In addition, the unique
technology of the Internet may tend to increase, and provide new methods for,
illegal copying of the technology used in our desktop and Internet-based
products and services.

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We do not own all of the software and other technologies used in our products
and service. We have the licenses from third parties that we believe are
necessary for using technology that we do not own in our current products and
services. It may be necessary to renegotiate with these third parties for
inclusion of their technology in any new versions of our current products or in
new products. Third party licenses may not be available on reasonable terms, or
at all. Other parties occasionally claim that features or content of our
products, or our use of trademarks, may infringe their propriety rights. Past
claims have not resulted in any significant litigation, settlement or licensing
expenses, but future claims could. Third parties may assert infringement claims
against us in the future, and claims could result in costly litigation, require
us to redesign one or more of our products or services, or require us to obtain
a license to intellectual property rights of third parties or perhaps to cease
marketing affected products and services. Third party licenses may not be
available on reasonable terms, or at all.

The stock market has experienced price volatility that has particularly affected
technology companies. These market fluctuations have adversely affected our
stock price in the past and may do so in the future. Some of the volatility has
resulted from factors such as the seasonality and quarterly fluctuations in our
revenue and operating results, announcements of technical innovations,
acquisitions or strategic relationships by Intuit or its competitors, changes in
earnings estimates by analysts and changes in market conditions in the computer
hardware and software industries. However, volatility may also be unrelated to
our operating performance or the business environment in which we operate.

FACTORS RELATING TO COMPETITION

We face competitive pressures in all of our businesses, which can have a
negative impact on our revenue, profitability and market position. In all our
businesses, we face continual risks that competitors will introduce better
products and services, reduce prices, gain better access to distribution
channels, increase advertising (including advertising targeted at Intuit
customers), and release new products and services before we do. Any of these
competitive actions (particularly any prolonged price competition) could result
in lower net revenue and/or lower profitability for Intuit. They could also
affect our ability to keep existing customers and acquire new customers, which
is particularly important for our Internet-based products and services.

In the small business area, we face a wide range of competitive risks that could
impact our financial results. For example, in online payroll, the competitive
landscape is changing quickly and we could lose some competitive advantage if
other companies begin offering online payroll services that integrate with
desktop and/or web-based accounting software. As another example, our financial
supplies business continues to experience pricing pressures from many of our
competitors. While we have been able to offset some of the impact of price
competition by improving operational efficiencies and customer service, ongoing
price pressures could result in lower revenue and profitability for our supplies
business.

Intense competition in the consumer tax preparation software business has caused
us to reduce prices, which has impacted our revenue, profitability and
competitive position. During the recent tax season we reduced prices for our
Quicken TurboTax product line in response to aggressive pricing by H&R Block and
Microsoft. This resulted in significantly lower average selling prices. Although
Microsoft ultimately withdrew from the desktop consumer tax preparation software
segment this season, they may offer competitive products and services, either
directly or indirectly, on the desktop and/or via the web, in future tax
seasons. In addition, there are other formidable current and potential
competitors in the private sector, and we also face potential competition from
publicly-funded government entities seeking to competitively enter private
markets in the United States for consumer electronic financial services.
Accordingly, we expect competition to remain intense during fiscal 2001.

Our consumer finance products face aggressive competition that could limit
future growth. Our Quicken products compete directly with Microsoft Money, which
is aggressively promoted and priced. We expect competitive pressures for Quicken
to continue, both from Microsoft Money, and from web-based personal finance
tracking and management tools that are becoming increasingly available at no
cost to consumers. These pressures could ultimately result in a decline in
revenue and profitability for our Quicken product line. There are many
competitors for our Internet-based consumer finance products and services. The
number of competitors has increased in recent years as more companies expand
their businesses onto the Internet. However, we expect that the general downturn
in Internet and technology stocks since March 2000 will result in significant
consolidation, with fewer, but more financially sound, competitors surviving.
This could make it more difficult for us to compete effectively.

Products and services offered to consumers by government agencies may
increasingly overlap with products and services offered by Intuit and others in
the private sector, and could have a significant negative impact on our future
financial

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results. Government agencies are increasingly using public funds to offer
commercial products and services to consumers that are duplicative of those
provided by private sector companies, including Intuit. For example, some
federal and state tax agencies have begun to expand their mission by offering
individual taxpayers electronic tax preparation and filing services similar to
those currently offered by Intuit and others at a low cost. In addition, a
growing number of firms are providing web-based tax filing services at no cost
to lower income taxpayers through "Digital Divide" public service initiatives,
such as Intuit's Quicken Tax Freedom Project, offering additional competition.
Another example of the trend for government agencies to provide private sector
products and services is the U.S. Postal Service's offering of electronic bill
payment services to consumers. Although some governmental agencies have begun
taking steps to reverse this trend by abandoning previous plans to provide
electronic commerce products and services, future administrative, regulatory or
legislative activity in this area could adversely impact Intuit and other
companies that provide software and electronic financial services. Intuit is
actively working with others in the private sector, as well as with federal and
state government officials, to help clarify the appropriate role for government
agencies in the electronic commerce marketplace.

FACTORS AFFECTING OUR INTERNET-BASED BUSINESSES GENERALLY

If we do not continue to successfully refine and update the business models for
our Internet-based products and services, and operationally support these
businesses, the businesses will not achieve sustainable financial viability or
broad customer acceptance. Our Internet-based business models have more complex
and varied revenue streams than our traditional desktop software businesses. For
these businesses to become and remain economically viable, we must continually
refine their revenue models to reflect the evolving economics of Internet
commerce. These businesses also depend on a different operational infrastructure
than our desktop software businesses, and we must continually develop, expand
and modify internal systems and procedures to support these businesses. In
particular, our web-based tax preparation and electronic filing services must
continue to effectively handle extremely heavy customer demand during the peak
tax season. If we are unable to meet customer expectations in a cost-effective
manner, it could result in lost customers, negative publicity, and increased
operating costs, which could have a significant negative impact on the financial
and market success of these businesses.

The market pressure to launch Internet-based products and services quickly may
lead to lower product quality. The development process for Internet-based
products is more rapid, less predictable, and shorter than for our desktop
products. Getting Internet-based products and services launched quickly is
crucial to competitive success, but this time pressure may result in lower
product quality, dissatisfied customers and negative publicity, as well as
additional expenses to fix bugs.

SPECIFIC FACTORS AFFECTING OUR SMALL BUSINESS DIVISION

If we cannot fully and successfully implement all announced QuickBooks Internet
Gateway Services in a timely fashion, we may be unable to sustain these services
as a successful business. Development of some of the announced QuickBooks
Internet Gateway services has not yet been completed. Intuit and the third-party
service providers of these services could face technological difficulties,
financial difficulties and other problems that could delay or prevent
implementation of the QuickBooks Internet Gateway Services, which in turn could
delay or prevent us from recognizing contractually committed revenues to the
extent that recognition of such revenue depends on implementation with the
customer.

If our recently introduced QuickBooks Internet Gateway services do not achieve
and maintain acceptance by customers and the third-party vendors who provide
these services, they will not generate long-term revenue growth or
profitability. We must meet customer and vendor expectations in delivering our
QuickBooks Internet Gateway services. If we do not meet these expectations, we
may not be able to maintain the third party vendor relationships that are
necessary to allow us to provide services desired by customers. If we fail to
meet expectations and maintain these relationships, our ability to expand our
QuickBooks Internet Gateway services will be jeopardized. To retain these
relationships, we may be required to adapt them in ways that are less attractive
to us, financially or otherwise. In addition, QuickBooks Internet Gateway
Services are currently available only to customers using QuickBooks 2000.
Customer upgrade rates to QuickBooks 2000 have been lower than historical
upgrade levels, which has impacted the growth of the potential customer base for
these services.

In order to expand our customer base in the payroll services business, we must
continue to improve the efficiency and effectiveness of our payroll processing
operations and streamline customer activations for our Deluxe online payroll
processing service. The payroll processing business involves a number of
business risks if we make errors in providing accurate and timely payroll
information, cash deposits or tax return filings, including our incurring
liability to customers, additional expense to correct product errors and loss of
customers. For our Internet-based services (the Deluxe service, as

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well as the online Basic service), we must improve our operations to give
customers more reliable connectivity to our data center to transmit and receive
payroll data and tax tables. In order to expand the customer base for our Deluxe
payroll service, we must continue to focus on streamlining the service
activation process for new customers.

Our financial supplies business relies on a single vendor to print all check and
other imprinted products. The products provided by this vendor accounted for
about 75% of our supplies revenue in fiscal 1999 and 2000. If there are any
problems with the vendor's performance, it could have a material negative impact
on sales of supplies and on Intuit as a whole.

SPECIFIC FACTORS AFFECTING OUR TAX DIVISION

Intense competition in the consumer tax preparation software business has caused
us to reduce prices, which has impacted our revenue, profitability and
competitive position. During the recent tax season we reduced prices for our
Quicken TurboTax product line in response to aggressive pricing by H&R Block and
Microsoft. This resulted in significantly lower average selling prices. Although
Microsoft ultimately withdrew from the desktop consumer tax preparation software
segment this season, they may offer competitive products and services, either
directly or indirectly, on the desktop and/or via the web, in future tax
seasons. In addition, there are other formidable current and potential
competitors in the private sector, and we also face potential competition from
publicly-funded government entities seeking to competitively enter private
markets in the United States for consumer electronic financial services.
Accordingly, we expect competition to remain intense during fiscal 2001.

Significant problems or delays in the development of our tax products would
result in lost revenue and customers. The development of tax preparation
software presents a unique challenge because of the demanding annual development
cycle required to incorporate unpredictable tax law changes each year. The rigid
development timetable increases the risk of errors in the products and the risk
of launch delays. Any major defects could lead to negative publicity, customer
dissatisfaction and incremental operating expenses - including expenses
resulting from our commitment to reimburse penalties and interest paid by
consumer customers due solely to calculation errors in our products. A late
product launch could cause our current and prospective customers to choose a
competitor's product for that year's tax season. This would result in lost
revenue in the current year and would make it more difficult for us to sell our
products to those customers in future tax seasons.

SPECIFIC FACTORS AFFECTING OUR CONSUMER FINANCE DIVISION

The long-term viability of Quicken.com and our other Internet-based personal
finance services will depend on our ability to increase our customer base as
quickly as possible, get greater participation by financial institutions, and
expand the depth and breadth of our offerings in order to differentiate
ourselves from other Internet-based personal finance service providers. Growth
in customers and traffic is crucial for our Quicken.com site and its ability to
generate advertising revenue, but traffic can vary significantly from month to
month due to seasonal trends, site performance, performance of the major stock
market indices and other factors. Monthly Quicken.com page views have varied
dramatically over the past year, from approximately 150 million in July 1999, to
a peak of over 300 million in March 2000, back down to slightly under 200
million in July 2000. Continued expansion and customer use of Quicken.com and
our other personal finance websites will require us to improve site performance,
and the scalability and reliability of the underlying technology, to reduce the
length and frequency of service interruptions. It will also require us to
establish and maintain relationships with key Internet portals, distributors and
content providers, and our distribution relationships require us to make
significant financial commitments to these companies. For example, our agreement
with Excite@Home currently calls for us to share certain revenue generated from
our Quicken.com site and our agreement with America Online calls for us to make
significant guaranteed payments to America Online over the term of the
agreement. Due to the constantly evolving business environment in which we
operate, and the changing priorities and economic circumstances of Intuit and
our business allies, we may be required to adapt some of our relationships in
ways that are less attractive to us (financially or otherwise) in order to
continue benefiting from those relationships. Adding more high-quality content
is also crucial to our efforts to continue expanding our Quicken.com customer
base and to differentiate our site from other personal finance sites. This may
require us to invest significant resources in research and development,
strategic relationships and/or acquisitions.

Our mortgage business is subject to interest rate fluctuations and operational
risks that could result in further revenue declines. Increases in mortgage rates
and other interest rates have adversely affected our mortgage business,
contributing to the significant revenue decline from fiscal 1999 to fiscal 2000.
If mortgage interest rates continue to rise, this may continue to impact the
volume of closed loans and applications - particularly our most interest-rate
sensitive products such as

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conventional loans and refinancing loans. FHA loans and home purchase mortgages
tend to be less mortgage-rate sensitive. Fluctuations in non-mortgage interest
rates also create risks with respect to the loans on our balance sheet and
impact our cost of funds to provide loans. In addition, our ability to
successfully streamline the online application, approval, and closing process
will have a significant impact on our ability to attract customers to our
mortgage service, and on our ability to continue increasing the percentage of
our mortgage revenue generated through the online channel compared to branch
offices. We must also maintain relationships with certain banks and other third
parties who we will rely on to provide access to capital, and later, service the
loans. If we are unable to do so, it could have a negative impact on our
mortgage business and on Intuit's financial results.

The viability of electronic bill management services will require widespread
consumer and biller adoption, which may still be years away. The financial
success of our bill management services will depend on a number of factors,
including timely and cost-effective completion of ongoing development efforts,
and adoption and participation rates by customers and financial institutions,
including billers. We have not yet completed our development efforts for
electronic bill payment and presentment services, and widespread consumer and
biller adoption may still be years away. Failure of consumers and billers to
widely adopt electronic bill payment and presentment would have a material
negative effect on our business.

SPECIFIC FACTORS AFFECTING OUR INTERNATIONAL DIVISION

Business conditions in international markets, other risks inherent in
international operations, and changes in our business model in Europe, may
negatively impact our financial performance. Conducting business internationally
involves many risks, including potential volatility in the political and
economic conditions of foreign countries; difficulties in managing operations in
different locations (including hiring and retaining management personnel); a
product development process that is often more time-consuming and costly than in
the U.S. due in part to "localization" requirements; fluctuations in foreign
currency exchange rates; and unanticipated changes in foreign regulatory
requirements. For example, the economic situation in Japan had a negative impact
on international revenue and profits during fiscal 1998 and 1999. We experienced
product launch delays in Germany in fiscal 1998 and fiscal 1999, which
contributed to revenue declines in certain quarters. In addition, the shift in
our business model in Germany has led to declining revenues for us in the
markets served by our partner.

                                 USE OF PROCEEDS

        We will not receive any proceeds from the sales of our common stock by
the selling stockholder under this prospectus.

                               SELLING STOCKHOLDER

        The selling stockholder is Stephen M. Bennett. Mr. Bennett joined Intuit
as President and Chief Executive Officer and a member of our board of directors
in January 2000. He has had no other position, office or other relationship with
Intuit or any of its predecessors or affiliates within the past three years. As
of December 11, 2000, Mr. Bennett was the beneficial owner of 422,499 shares of
our common stock, which includes 197,499 shares subject to options that are
currently exercisable or will be exercisable within 60 days after December 11,
2000. Over time, Mr. Bennett may offer and sell up to 225,000 shares pursuant to
this prospectus. Assuming that he sells all of the shares offered by this
prospectus, based on his beneficial ownership as of December 11, 2000, he will
beneficially own 197,499 shares of our common stock after completion of this
offering. His beneficial ownership of our common stock represents less than 1%
of our shares of common stock outstanding, based upon the total number of shares
outstanding as of December 11, 2000. Because the selling stockholder may offer
all or some of the shares under this prospectus over time, the actual number of
shares that he will sell or the actual number of shares that he will hold after
completion of the sales is unknown at the date of this prospectus. Information
concerning the selling stockholder may change over time and any changed
information will be provided in supplements to this prospectus if and when
necessary.

        The selling stockholder, together with any pledgee or donee of the
selling stockholder, and any person who may purchase shares offered by this
prospectus from the selling stockholder in a private transaction, are referred
to in this prospectus as the "selling stockholder."

                                       8
10

                              PLAN OF DISTRIBUTION

        The selling stockholder and his successors, including transferees,
pledgees or donees or their successors, may sell the common stock offered under
this prospectus directly to purchasers or through underwriters, broker-dealers
or agents, who may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder or the purchasers. These discounts,
concessions or commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of transactions involved.
Neither Intuit nor the selling stockholder can estimate the amount of this
compensation.

        The common stock offered under this prospectus may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market prices, at varying prices
determined at the time of sale, or at negotiated prices. These sales may be
affected in transactions, which may involve crosses or block transactions:

        -       on any national securities exchange or U.S. inter-dealer system
                of a registered national securities association on which the
                common stock may be listed or quoted at the time of sale;

        -       in the over-the-counter market;

        -       in transactions otherwise than on these exchanges or systems or
                in the over-the-counter market;

        -       through the writing of options, whether the options are listed
                on an options exchange or otherwise; or

        -       through the settlement of short sales.

        In connection with the sale of the common stock, the selling stockholder
may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the common stock in the
course of hedging the positions they assume. Except as provided in Section 16(c)
of the Securities Exchange Act of 1934, the selling stockholder may also sell
the common stock short and deliver these securities to close out their short
positions, or loan or pledge the common stock to broker-dealers that in turn may
sell these securities.

        The total proceeds to the selling stockholder from the sale of the
common stock offered under this prospectus will be the purchase price of the
common stock less any discounts and commissions. The selling stockholder
reserves the right to accept or to reject, in whole or in part, any proposed
purchase of common stock to be made directly or through agents.

        The selling stockholder and any underwriters, broker-dealers or agents
that participate in the sale of the common stock may be "underwriters" within
the meaning of Section 2(11) of the Securities Act 0f 1933. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may be
underwriting discounts and commissions under the Securities Act. If the selling
stockholder is an "underwriter" within the meaning of Section 2(11) of the
Securities Act, he will be subject to the prospectus delivery requirements of
the Securities Act.

        In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than under this prospectus. The selling stockholder may not sell any
common stock described in this prospectus and may not transfer, devise or gift
these securities by other means not described in this prospectus.

        To the extent required, the specific common stock to be sold, the name
of the selling stockholder, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be provided in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part. This
prospectus also may be used, with Intuit's consent, by donees or pledgees of the
selling stockholder, or by other persons acquiring shares and who wish to offer
and sell shares under circumstances requiring or making desirable its use.

        In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers.

                                       9
11

        Intuit issued the common stock offered under this prospectus in
connection with restricted stock purchase agreements entered into in connection
with the employment of the selling stockholder. The shares were issued in
reliance upon the exemptions from the registration requirements of the
Securities Act provided by Section 4(2) of the Securities Act and/or Regulation
D promulgated under the Securities Act. Intuit will pay substantially all of the
expenses incident to this offering of the shares by the selling stockholder to
the public other than commissions and discounts of underwriters, brokers,
dealers or agents.

                                  LEGAL MATTERS

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Virginia R. Coles, Esq.,
Assistant General Counsel and Assistant Secretary of the Registrant. Ms. Coles
is an employee of the Registrant. As of December 11, 2000, Ms. Coles held 1,535
shares of Intuit's common stock and held options to purchase 36,315 shares of
Common Stock (of which 15,648 shares are exercisable within the next 60 days).

                       WHERE YOU CAN FIND MORE INFORMATION

        The following documents that we have filed with the Securities Exchange
Commission are incorporated into this prospectus by reference:

        -       our Annual Report on Form 10-K for our fiscal year ended July
                31, 2000;

        -       our Current Reports on Form 8-K dated November 21, 2000,
                November 22, 2000 and November 27, 2000;

        -       the description of our common stock contained in our
                registration statement on Forms 8-A filed with the Commission
                under Section 12(g) of the Exchange Act, including any amendment
                or report filed for the purpose of updating such description;
                and

        -       all documents subsequently filed by us pursuant to Sections
                13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
                this prospectus and before the termination of this offering.

        To the extent that any statement in this prospectus is inconsistent with
any statement that is incorporated by reference, the statement in this
prospectus controls. The incorporated statement shall not be deemed, except as
modified or superseded, to constitute a part of this prospectus or the
registration statement.

        Because we are subject to the informational requirements of the Exchange
Act, we file reports and other information with the Commission. Reports,
registration statements, proxy and information statements and other information
that we have filed can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain copies of this material from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site that contains reports,
proxy and information statements and other information that is filed
electronically with the Commission. This web site can be accessed at
http://www.sec.gov.

        We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the common stock offered under this
prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. You should refer to the registration
statement for further information about our common stock and us. Statements in
this prospectus about the contents of any contract or other document are not
necessarily complete and, in each instance, we refer you to the copy of each
contract or document filed as an exhibit to the registration statement. Copies
of the registration statement, including exhibits, may be inspected without
charge at the Commission's principal office in Washington, D.C., and you may
obtain copies from this office upon payment of the fees prescribed by the
Commission.

        We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been incorporated by reference into this prospectus (except exhibits,
unless they are specifically incorporated by reference into this prospectus or
the information that this prospectus incorporates). You

                                       10
12

should direct any requests for copies to Intuit Inc., Investor Relations, 2535
Garcia Avenue, Mountain View, California 94043; telephone: (650) 944-6000.

                                       11
13

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement relates to 225,000 shares of common stock,
$0.01 par value per share, of the Registrant, that have been issued under two
restricted stock purchase agreements dated as of January 24, 2000.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The Registrant incorporates into this Registration Statement the
following documents filed with the Securities and Exchange Commission (the
"Commission"):

        (a)     The Registrant's latest annual report filed pursuant to Section
                13(a) or 15(d) of the Securities Exchange Act of 1934, as
                amended (the "Exchange Act"), or the latest prospectus filed by
                the Registrant pursuant to Rule 424(b) under the Securities Act
                of 1933, as amended (the "Securities Act"), that contains
                audited financial statements for the Registrant's latest fiscal
                year for which such statements have been filed.

        (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                the Exchange Act since the end of the fiscal year covered by the
                Registrant's annual report or prospectus referred to in (a)
                above.

        (c)     The description of the Registrant's Common Stock contained in
                the Registrant's registration statement on Form 8-A filed with
                the Commission under Section 12 of the Exchange Act, including
                any amendment or report filed for the purpose of updating such
                description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 5. NAMED EXPERTS; INTERESTS OF NAMED COUNSEL

        The consolidated financial statements and schedule of Registrant
appearing in Registrant's Form 10-K for the year ended July 31, 2000, have been
audited by Ernst & Young LLP, independent auditors, to the extent indicated in
their report thereon that is included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

        The statements of income, stockholders' equity, and cash flows of Rock
Financial Corporation for the year ended December 31, 1998, have been audited by
KPMG LLP, independent auditors, as set forth in their report thereon that is
included in the Registrant's Form 10-K for the year ended July 31, 2000. The
report of KPMG LLP refers to a change in method of accounting for software
developed for internal use. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Virginia R. Coles, Esq.,
Assistant General Counsel and Assistant Secretary of the Registrant. Ms. Coles
is an employee of the Registrant. As of December 11, 2000, Ms. Coles held 1,535
shares of Intuit's common stock and held options to purchase 36,315 shares of
Common Stock (of which 15,648 shares are exercisable within the next 60 days).

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care. In addition, as permitted by Section 145
of the Delaware General Corporation Law, the Registrant's Bylaws provide that:
(i) the Registrant is required to indemnify its directors and officers and
persons serving in such capacities at the Registrant's request in other business
enterprises (including, for example, subsidiaries of the Registrant), to the
fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the Registrant may, in
its discretion, indemnify employees and agents in those circumstances where
indemnification is not required by law; (iii) the Registrant is required to
advance

                                      II-1
14

expenses, as incurred, to its directors and officers in connection with
defending a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant brings a claim for breach of the duty of
loyalty, for an act or omission not in good faith, intentional misconduct, a
knowing violation of law or deriving an improper personal benefit from a
transaction); (iv) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with its
directors, officers and employees; and (v) the Registrant may not retroactively
amend the Bylaw provisions in a way that is adverse to such directors, officers
and employees.

        The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by Section 145 of the Delaware
General Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
executive officers will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding, by
reason of their services as directors or executive officers of the Registrant or
as directors or officers of any other company or enterprise when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
of indemnification under the indemnity agreements, the Registrant's Bylaws or
any statute or law. Under the agreements, the Registrant is not obligated to
indemnify the indemnified party: (i) for any expenses incurred by the
indemnified party with respect to any proceeding instituted by the indemnified
party to enforce or interpret the agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
indemnified party in such proceeding was not made in good faith or was
frivolous; (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) with respect to any proceeding or
claim brought by the Registrant against the indemnified party for willful
misconduct, unless a court determines that each of such claims was not made in
good faith or was frivolous; (iv) on account of any suit in which judgment is
rendered against the indemnified party for an accounting of profits made from
the purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (v) on account of the indemnified party's conduct which is finally
adjudged to have been knowingly fraudulent or deliberately dishonest, or to
constitute willful misconduct or a knowing violation of the law; (vi) on account
of any conduct from which the indemnified party derived an improper personal
benefit; (vii) on account of conduct the indemnified party believed to be
contrary to the best interests of the Registrant or its stockholders; (viii) on
account of conduct that constituted a breach of the indemnified party's duty of
loyalty to the Registrant or its stockholders; or (ix) if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.

        The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act.

        The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registration
currently carries a director and officer liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        The Registrant issued a total of 225,000 shares of its common stock to
the selling stockholder under two restricted stock purchase agreements, both
dated January 24, 2000. These shares were issued in a private transaction in
reliance upon the exemption from registration under the Securities Act provided
by Section 4(2) of the Securities Act and/or Regulation D promulgated under the
Securities Act.

ITEM 8. EXHIBITS.
4.01      Restricted Stock Purchase Agreement for 75,000 shares of common
               stock dated as of January 24, 2000.

     4.02      Restricted Stock Purchase Agreement for 150,000 shares of common
               stock dated as of January 24, 2000.

     4.03(1)   Registrant's Restated Certificate of Incorporation, dated January
               19, 2000.

     4.04(2)   Second Amended and Restated Rights Agreement, dated October 15,
               1999.
II-2
15
4.05(3)   Bylaws of Intuit, as amended and restated effective April 29,
               1998.

     4.06(4)   Form of Specimen Certificate for Intuit's Common Stock.

     4.07(2)   Form of Right Certificate for Series B Junior Participating
               Preferred Stock.

     5.01      Opinion of Counsel.

    23.01      Consent of Counsel (included in Exhibit 5.01).

    23.02      Consent of Ernst & Young LLP, Independent Auditors.

    23.03      Consent of KPMG LLP, Independent Auditors.

    24.01      Power of Attorney (see page II-6).
--------------------------

(1)     Filed as an exhibit to Intuit's Form 10-Q for the quarter ended April
        30, 2000, filed with the Commission on June 14, 2000 and incorporated by
        reference.

(2)     Filed as an exhibit to Intuit's Registration Statement on Form S-8 (File
        No. 333-92503) filed with the Commission on December 10, 1999 and
        incorporated by reference.

(3)     Filed as an exhibit to Intuit's Form 8-K filed with the Commission on
        May 5, 1998 and incorporated by reference.

(4)     Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
        31, 2000, filed with the Commission on October 13, 2000 and incorporated
        by reference.

ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement;

                (iii)   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; provided,
                        however, that paragraphs (1)(i) and (1)(ii) above do not
                        apply if the Registration Statement is on Form S-3 or
                        Form S-8 or Form F-3, and the information required to be
                        included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed with
                        or furnished to the

                                      II-3
16

                        Commission pursuant to Section 13 or Section 15(d) of
                        the Exchange Act that are incorporated by reference in
                        the Registration Statement.

        (2)     That for the purpose of determining any liability under the
                Securities Act, 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)     To remove from registration by means of a post-effective
                amendment any of the securities being registered, which remain,
                unsold at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act, (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 hereof, 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 Securities 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 hereby, 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
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
17

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on December 11,
2000.

                                          INTUIT INC.

                                          By:    /s/ GREG J. SANTORA
                                              ----------------------------------
                                                 Greg J. Santora
                                                 Senior Vice President and
                                                 Chief Financial Officer

                                      II-5
18

                                POWER OF ATTORNEY

        By signing this Form S-8 below, I hereby appoint each of Stephen M.
Bennett and Greg J. Santora as my true and lawful attorneys-in-fact and agents,
in my name, place and stead, to sign any and all amendments (including
post-effective amendments) to this Form S-8 registration statement on my behalf,
and to file this Form S-8 registration statement (including all exhibits and
other documents related to the Form S-8 registration statement) with the
Securities and Exchange Commission. I authorize each of my attorneys-in-fact to
(1) appoint a substitute attorney-in-fact for himself and (2) perform any
actions that he believes are necessary or appropriate to carry out the intention
and purpose of this Power of Attorney. I ratify and confirm all lawful actions
taken directly or indirectly by my attorneys-in-fact and by any properly
appointed substitute attorneys-in-fact. 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.

PRINCIPAL EXECUTIVE OFFICER:
/s/ STEPHEN M. BENNETT                Chief Executive Officer,              December 11, 2000
------------------------------------      President and Director
Stephen M. Bennett

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

    /s/ GREG J. SANTORA                   Senior Vice President                 December 11, 2000
------------------------------------      And Chief Financial Officer
Greg J. Santora

ADDITIONAL DIRECTORS:

    /s/ CHRISTOPHER W. BRODY              Director                              December 11, 2000
------------------------------------
Christopher W. Brody

    /s/ WILLIAM V. CAMPBELL               Director                              December 11, 2000
------------------------------------
William V. Campbell

    /s/ SCOTT D. COOK                     Director                              December 11, 2000
------------------------------------
Scott D. Cook

                                          Director                              December   , 2000
------------------------------------
L. John Doerr

    /s/ DONNA L. DUBINSKY                 Director                              December 11, 2000
------------------------------------
Donna L. Dubinsky

    /s/ MICHAEL R. HALLMAN                Director                              December 11, 2000
------------------------------------
Michael R. Hallman

    /s/ WILLIAM H. HARRIS, JR.            Director                              December 11, 2000
------------------------------------
William H. Harris, Jr.
II-6
19

                                  EXHIBIT INDEX
Exhibit
    Number     Description
    ------     -----------
4.01      Restricted Stock Purchase Agreement for 75,000 shares of common
               stock dated as of January 24, 2000.

     4.02      Restricted Stock Purchase Agreement for 150,000 shares of common
               stock dated as of January 24, 2000.

     5.01      Opinion of Counsel.

    23.01      Consent of Counsel (included in Exhibit 5.01).

    23.02      Consent of Ernst & Young LLP, Independent Auditors.

    23.03      Consent of KPMG LLP, Independent Auditors.

    24.01      Power of Attorney (see page II-6).