<PAGE>   1
      As filed with the Securities and Exchange Commission on May___, 1999
                                                     Registration No. __________
             -------------------------------------------------------

                       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 number)

                               2535 GARCIA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
          (Address of principal executive offices, including zip code)

            INTUIT INC. 1998 OPTION PLAN FOR MERGERS AND ACQUISITIONS
                            (Full title of the plan)

                          CATHERINE L. VALENTINE, ESQ.
                                   INTUIT INC.
                            P.O. BOX 7850, M.S. 52028
                      MOUNTAIN VIEW, CALIFORNIA 94039-7850
                                 (650) 944-6656
            (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         AMOUNT OF
TO BE REGISTERED       REGISTERED                PER SHARE        OFFERING PRICE    REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                 <C>               <C>
   Common Stock     1,000,000 shares(1)          $76.25(2)         $76,250,000 (2)    $21,197.50(3)
</TABLE>

(1)     Represents additional shares available for grants under Registrant's
        1998 Option Plan for Mergers and Acquisitions as of May 7, 1999.

(2)     The offering price information is estimated as of May 4, 1999 pursuant
        to Rules 457(c) and 457(h), 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

                                   INTUIT INC.
                       REGISTRATION STATEMENT ON FORM S-8

PART II:   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This registration statement relates to 1,000,000 shares of Common Stock, $0.01
par value per share of the Registrant, reserved for issuance under the Intuit
Inc. 1998 Option Plan for Mergers and Acquisitions (the "Plan"). On December 14,
1998, the Registrant filed an initial Form S-8 Registration Statement (file no.
333-68851) to register 1,000,000 shares of Common Stock reserved for issuance
under the Plan. The contents of such Registration Statements are incorporated
herein by reference except as set forth below.

ITEM 3     INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (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     INTERESTS OF NAMED EXPERTS AND COUNSEL

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Catherine L. Valentine, Esq.,
Vice President, General Counsel and Secretary of the Registrant. As of May 6,
1999, Ms. Valentine held options to purchase 54,625 shares of Common Stock (of
which 1,458 shares are exercisable within the next 60 days).

        The consolidated financial statements and schedules of Registrant
appearing in Registrant's Annual Report (Form 10-K) for the year ended July 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and are 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.

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 Bylaws of the Registrant provide
that: (i) the Registrant is required to indemnify its directors and officers and
persons serving in such capacities in other business


<PAGE>   3

enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, 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 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 insurance policy.

ITEM 8     EXHIBITS

<TABLE>
<S>        <C>                                              
4.01       Registrant's 1998 Option Plan for Mergers and Acquisitions, as
           amended through April 28, 1999
</TABLE>


<PAGE>   4

<TABLE>
<S>        <C>                                              
4.02       Form of Stock Option Grant Agreement for use under 1998 Option Plan
           for Mergers and Acquisitions

4.03 (1)   Certificate of Incorporation of Intuit dated February 1, 1993

4.04 (2)   Certificate of Amendment to Intuit's Certificate of Incorporation 
           dated December 14, 1993

4.05 (3)   Certificate of Amendment to Intuit's Certificate of Incorporation 
           dated January 18, 1996

4.06 (4)   Certificate of Designations of Series B Junior Participating 
           Preferred Stock dated May 1, 1998

4.07 (5)   Amended and Restated Rights Agreement, dated October 5, 1998

4.08 (5)   Certificate of Retirement of Series A Preferred Stock dated September
           16, 1998

4.09 (6)   Bylaws of Intuit, as amended and restated effective April 29, 1998

4.10 (5)   Form of Specimen Certificate for Intuit's Common Stock

4.11 (5)   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

24.01      Power of Attorney (see page 7)
</TABLE>

----------

(1)     Filed as an exhibit to Intuit's Registration Statement on Form S-1,
        filed with the Commission on February 3, 1993, as amended (File No.
        33-57884), and incorporated by reference.

(2)     Filed as an exhibit to Intuit's Form 10-K as originally filed with the
        Commission on October 31, 1994, as amended, and incorporated by
        reference.

(3)     Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January
        31, 1996, filed with the Commission on March 15, 1996 and incorporated
        by reference.

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

(5)     Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
        31, 1998, filed with the Commission on October 6, 1998 and incorporated
        by reference.

(6)     Filed as an exhibit to Intuit's Form 8-K filed with the Commission on
        May 2, 1998 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 


<PAGE>   5

                      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
                      twenty percent (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 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.

<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on May 7,
1999.


                                        INTUIT INC.


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

<PAGE>   7

                                POWER OF ATTORNEY

        By signing this Form S-8 below, I hereby appoint each of William H.
Harris, Jr. 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.

<TABLE>
<CAPTION>
            NAME                                TITLE                               DATE    
----------------------------------   ---------------------------------        --------------
<S>                                  <C>                                      <C>
                                                                             
PRINCIPAL EXECUTIVE OFFICER:                                                 
                                                                             
/s/ William H. Harris, Jr.           President, Chief Executive Officer       May 7, 1999
--------------------------------     and Director                                        
William H. Harris, Jr.                                           


PRINCIPAL FINANCIAL OFFICER AND                                              
PRINCIPAL ACCOUNTING OFFICER:                                                
                                                                             
                                                                             
/s/ Greg J. Santora                  Senior Vice President and                May 7, 1999
--------------------------------     Chief Financial Officer                 
Greg J. Santora                                                              
                                                                             
ADDITIONAL DIRECTORS:                                                        
                                                                             
                                                                             
/s/ William V. Campbell             Chairman of the Board of Directors       May 7, 1999
--------------------------------
William V. Campbell                                                          
                                                                             
                                                                             
/s/ Christopher W.  Brody            Director                                 May 7, 1999
--------------------------------
Christopher W.  Brody                                                        
                                                                             
                                                                             
                                     Director                                 May __, 1999
--------------------------------
Scott D. Cook                                                                
                                                                             
                                                                             
                                     Director                                 May __, 1999
--------------------------------
L. John Doerr                                                                
                                                                             
                                                                             
/s/ Donna L. Dubinsky                Director                                 May 7, 1999
--------------------------------
Donna L. Dubinsky                                                            
                                                                             
                                                                             
/s/ Michael R. Hallman               Director                                 May 7, 1999
--------------------------------
Michael R. Hallman                                                           
                                                                             
                                                                             
/s/ Burton J.  McMurtry              Director                                 May 7, 1999
--------------------------------
Burton J.  McMurtry                                                     
</TABLE>


<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number       Description                                                                    Page
------       -----------                                                                    ----
<S>          <C>                                                                            <C>

4.01         Registrant's 1998 Option Plan for Mergers and Acquisitions, as amended
             through April 28, 1999

4.02         Form of Stock Option Grant Agreement for use under 1998 Option Plan for
             Mergers and Acquisitions

4.03 (1)     Certificate of Incorporation of Intuit dated February 1, 1993

4.04 (2)     Certificate of Amendment to Intuit's Certificate of Incorporation dated
             December 14, 1993

4.05 (3)     Certificate of Amendment to Intuit's Certificate of Incorporation dated
             January 18, 1996

4.06 (4)     Certificate of Designations of Series B Junior Participating Preferred Stock
             dated May 1, 1998

4.07 (5)     Amended and Restated Rights Agreement, dated October 5, 1998

4.08 (5)     Certificate of Retirement of Series A Preferred Stock dated September 16,
             1998

4.09 (6)     Bylaws of Intuit, as amended and restated effective April 29, 1998

4.10 (5)     Form of Specimen Certificate for Intuit's Common Stock

4.11 (5)     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

24.01        Power of Attorney (see page 7)
</TABLE>

----------

(1)   Filed as an exhibit to Intuit's Registration Statement on Form S-1, filed
      with the Commission on February 3, 1993, as amended (File No. 33-57884),
      and incorporated by reference.

(2)   Filed as an exhibit to Intuit's Form 10-K as originally filed with the
      Commission on October 31, 1994, as amended, and incorporated by reference.

(3)   Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January
      31, 1996, filed with the Commission on March 15, 1996 and incorporated by
      reference.

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

(5)   Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
      31, 1998, filed with the Commission on October 6, 1998 and incorporated by
      reference.

(6)   Filed as an exhibit to Intuit's Form 8-K filed with the Commission on May
      2, 1998 and incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27444}]
{"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": "333-78041", "film-number": "99614107"}, "business-address": {"street1": "2535 GARCIA AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94025", "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 May___, 1999
                                                     Registration No. __________
             -------------------------------------------------------

                       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 number)

                               2535 GARCIA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
          (Address of principal executive offices, including zip code)

            INTUIT INC. 1998 OPTION PLAN FOR MERGERS AND ACQUISITIONS
                            (Full title of the plan)

                          CATHERINE L. VALENTINE, ESQ.
                                   INTUIT INC.
                            P.O. BOX 7850, M.S. 52028
                      MOUNTAIN VIEW, CALIFORNIA 94039-7850
                                 (650) 944-6656
            (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         AMOUNT OF
TO BE REGISTERED       REGISTERED                PER SHARE        OFFERING PRICE    REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
Common Stock     1,000,000 shares(1)          $76.25(2)         $76,250,000 (2)    $21,197.50(3)
(1)     Represents additional shares available for grants under Registrant's
        1998 Option Plan for Mergers and Acquisitions as of May 7, 1999.

(2)     The offering price information is estimated as of May 4, 1999 pursuant
        to Rules 457(c) and 457(h), 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

                                   INTUIT INC.
                       REGISTRATION STATEMENT ON FORM S-8

PART II:   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This registration statement relates to 1,000,000 shares of Common Stock, $0.01
par value per share of the Registrant, reserved for issuance under the Intuit
Inc. 1998 Option Plan for Mergers and Acquisitions (the "Plan"). On December 14,
1998, the Registrant filed an initial Form S-8 Registration Statement (file no.
333-68851) to register 1,000,000 shares of Common Stock reserved for issuance
under the Plan. The contents of such Registration Statements are incorporated
herein by reference except as set forth below.

ITEM 3     INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (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     INTERESTS OF NAMED EXPERTS AND COUNSEL

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Catherine L. Valentine, Esq.,
Vice President, General Counsel and Secretary of the Registrant. As of May 6,
1999, Ms. Valentine held options to purchase 54,625 shares of Common Stock (of
which 1,458 shares are exercisable within the next 60 days).

        The consolidated financial statements and schedules of Registrant
appearing in Registrant's Annual Report (Form 10-K) for the year ended July 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and are 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.

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 Bylaws of the Registrant provide
that: (i) the Registrant is required to indemnify its directors and officers and
persons serving in such capacities in other business
3

enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, 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 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 insurance policy.

ITEM 8     EXHIBITS
4.01       Registrant's 1998 Option Plan for Mergers and Acquisitions, as
           amended through April 28, 1999
4
4.02       Form of Stock Option Grant Agreement for use under 1998 Option Plan
           for Mergers and Acquisitions

4.03 (1)   Certificate of Incorporation of Intuit dated February 1, 1993

4.04 (2)   Certificate of Amendment to Intuit's Certificate of Incorporation 
           dated December 14, 1993

4.05 (3)   Certificate of Amendment to Intuit's Certificate of Incorporation 
           dated January 18, 1996

4.06 (4)   Certificate of Designations of Series B Junior Participating 
           Preferred Stock dated May 1, 1998

4.07 (5)   Amended and Restated Rights Agreement, dated October 5, 1998

4.08 (5)   Certificate of Retirement of Series A Preferred Stock dated September
           16, 1998

4.09 (6)   Bylaws of Intuit, as amended and restated effective April 29, 1998

4.10 (5)   Form of Specimen Certificate for Intuit's Common Stock

4.11 (5)   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

24.01      Power of Attorney (see page 7)
----------

(1)     Filed as an exhibit to Intuit's Registration Statement on Form S-1,
        filed with the Commission on February 3, 1993, as amended (File No.
        33-57884), and incorporated by reference.

(2)     Filed as an exhibit to Intuit's Form 10-K as originally filed with the
        Commission on October 31, 1994, as amended, and incorporated by
        reference.

(3)     Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January
        31, 1996, filed with the Commission on March 15, 1996 and incorporated
        by reference.

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

(5)     Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
        31, 1998, filed with the Commission on October 6, 1998 and incorporated
        by reference.

(6)     Filed as an exhibit to Intuit's Form 8-K filed with the Commission on
        May 2, 1998 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
5

                      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
                      twenty percent (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 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.
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on May 7,
1999.

                                        INTUIT INC.

                                        By:  /s/ Greg J. Santora
                                             -----------------------------------
                                             Greg J. Santora
                                             Senior Vice President and Chief 
                                             Financial Officer
7

                                POWER OF ATTORNEY

        By signing this Form S-8 below, I hereby appoint each of William H.
Harris, Jr. 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.
NAME                                TITLE                               DATE    
----------------------------------   ---------------------------------        --------------
PRINCIPAL EXECUTIVE OFFICER:                                                 
                                                                             
/s/ William H. Harris, Jr.           President, Chief Executive Officer       May 7, 1999
--------------------------------     and Director                                        
William H. Harris, Jr.                                           

PRINCIPAL FINANCIAL OFFICER AND                                              
PRINCIPAL ACCOUNTING OFFICER:                                                
                                                                             
                                                                             
/s/ Greg J. Santora                  Senior Vice President and                May 7, 1999
--------------------------------     Chief Financial Officer                 
Greg J. Santora                                                              
                                                                             
ADDITIONAL DIRECTORS:                                                        
                                                                             
                                                                             
/s/ William V. Campbell             Chairman of the Board of Directors       May 7, 1999
--------------------------------
William V. Campbell                                                          
                                                                             
                                                                             
/s/ Christopher W.  Brody            Director                                 May 7, 1999
--------------------------------
Christopher W.  Brody                                                        
                                                                             
                                                                             
                                     Director                                 May __, 1999
--------------------------------
Scott D. Cook                                                                
                                                                             
                                                                             
                                     Director                                 May __, 1999
--------------------------------
L. John Doerr                                                                
                                                                             
                                                                             
/s/ Donna L. Dubinsky                Director                                 May 7, 1999
--------------------------------
Donna L. Dubinsky                                                            
                                                                             
                                                                             
/s/ Michael R. Hallman               Director                                 May 7, 1999
--------------------------------
Michael R. Hallman                                                           
                                                                             
                                                                             
/s/ Burton J.  McMurtry              Director                                 May 7, 1999
--------------------------------
Burton J.  McMurtry
8

                                  EXHIBIT INDEX
Exhibit
Number       Description                                                                    Page
------       -----------                                                                    ----
4.01         Registrant's 1998 Option Plan for Mergers and Acquisitions, as amended
             through April 28, 1999

4.02         Form of Stock Option Grant Agreement for use under 1998 Option Plan for
             Mergers and Acquisitions

4.03 (1)     Certificate of Incorporation of Intuit dated February 1, 1993

4.04 (2)     Certificate of Amendment to Intuit's Certificate of Incorporation dated
             December 14, 1993

4.05 (3)     Certificate of Amendment to Intuit's Certificate of Incorporation dated
             January 18, 1996

4.06 (4)     Certificate of Designations of Series B Junior Participating Preferred Stock
             dated May 1, 1998

4.07 (5)     Amended and Restated Rights Agreement, dated October 5, 1998

4.08 (5)     Certificate of Retirement of Series A Preferred Stock dated September 16,
             1998

4.09 (6)     Bylaws of Intuit, as amended and restated effective April 29, 1998

4.10 (5)     Form of Specimen Certificate for Intuit's Common Stock

4.11 (5)     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

24.01        Power of Attorney (see page 7)
----------

(1)   Filed as an exhibit to Intuit's Registration Statement on Form S-1, filed
      with the Commission on February 3, 1993, as amended (File No. 33-57884),
      and incorporated by reference.

(2)   Filed as an exhibit to Intuit's Form 10-K as originally filed with the
      Commission on October 31, 1994, as amended, and incorporated by reference.

(3)   Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January
      31, 1996, filed with the Commission on March 15, 1996 and incorporated by
      reference.

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

(5)   Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
      31, 1998, filed with the Commission on October 6, 1998 and incorporated by
      reference.

(6)   Filed as an exhibit to Intuit's Form 8-K filed with the Commission on May
      2, 1998 and incorporated by reference.