<PAGE>   1
                                                             File No. 333-
                                                                      ----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                        H&R BLOCK RETIREMENT SAVINGS PLAN
                              (Full Title of Plan)

                          James H. Ingraham, Secretary
                                 H&R Block, Inc.
                                4400 Main Street
                           Kansas City, Missouri 64111
                                  816-753-6900
           (Name, address, and telephone number of agent for service)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
======================== ==================== ==================== ============================ ====================
                                                    Proposed                Proposed
       Title of                 Amount               maximum                 maximum                 Amount of
      securities                to be               offering                aggregate                registra-
        to be                   regis-                price                 offering                   tion
      registered                tered(1)           per share(2)              price(2)                  fee(2)
------------------------ -------------------- -------------------- ---------------------------- --------------------
<S>                      <C>                  <C>                  <C>                          <C>
Common
Stock,
without par               3,000,000             $45.05(3)            $ 135,150,000.00            $33,787.50
value
------------------------ -------------------- -------------------- ---------------------------- --------------------
</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the H&R Block Retirement Savings Plan.
(2) Calculated in accordance with the provisions of Rule 457(h)(1) pertaining to
employee benefit plans.
(3) Estimated pursuant to Rule 457(c) and (h), and based on the average of the
high and low prices on February 27, 2001, as reported by the New York Stock
Exchange.


<PAGE>   2





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.


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

         (a)      The registrant's Annual Report on Form 10-K filed pursuant to
                  Sections 13(a) or 15(d) of the 1934 Act which contains, either
                  directly or by incorporation by reference, audited financial
                  statements for the registrant's fiscal year ended April 30,
                  2000;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the 1934 Act since the end of the fiscal year covered by the
                  Annual Report referred to in (a) above;

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

Item 4.           DESCRIPTION OF SECURITIES.


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

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

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





<PAGE>   3

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.


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

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

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

<PAGE>   4





         adjudication of liability and in view of all the circumstances of the
         case, the person is fairly and reasonably entitled to indemnity for
         such expenses which the court shall deem proper.

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

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

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

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

                  "7. A corporation created under the laws of this state shall
         have the power to give any further indemnity, in addition to the
         indemnity authorized or contemplated under other subsections of this
         section, including subsection 6, to


<PAGE>   5



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

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

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

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


<PAGE>   6

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

                  Section 23 of the registrant's current Amended and Restated
Bylaws, as amended ("Bylaws") contains provisions which are essentially the same
as the provisions of the Missouri statute, except that only a person who is or
was a director or officer of the registrant, or is or was serving at the
registrant's request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise may be indemnified. In
addition, the Bylaws permit the registrant to enter into indemnification
agreements with its directors and officers. The form of indemnification
agreement approved by the registrant's shareholders and incorporated into the
Bylaws provides that indemnity is mandatory in all cases unless it is determined
by the court that the director's or officer's conduct was knowingly fraudulent,
deliberately dishonest or that it constituted willful misconduct. In addition,
no indemnification is provided if a court determines that such indemnification
would not be lawful or if a judgment is rendered against the director or officer
for an accounting of profits made as a result of the director's or officer's
purchase and sale or sale and purchase of the registrant's securities pursuant
to the provisions of Section 16(b) of the 1934 Act and amendments thereto. The
indemnification agreement also requires the registrant to purchase and maintain
a policy or policies of directors and officers liability insurance providing, in
all respects, coverage at least comparable to that maintained by the registrant
at the date of the agreement except that the registrant is not required to
maintain such insurance if the registrant notifies the director or officer in
writing within five business days after the making of the decision to not renew
or replace the insurance policy or policies or any portion of the coverage
provided by such policy or policies. The registrant's Bylaws are filed as
Exhibit 3.1 to the registrant's quarterly report on Form 10-Q for the fiscal
quarter ended October 31, 1999, and Section 23 of such Bylaws is incorporated by
reference herein.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.


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

<PAGE>   7


exemption from registration is claimed.

Item 8.           EXHIBITS.


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

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

4.2      Amended and Restated Bylaws of H&R Block, Inc., as amended, filed as
         Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the
         quarter ended October 31, 1999, are incorporated by reference.

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

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

Item 9.           UNDERTAKINGS.


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

                  (a) to include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (b) 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; and

                  (c) 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 items (1)(a) and (1)(b) of this undertaking do not apply
if the registration statement is on Form S-8 and the information required to be
included in the post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act.

<PAGE>   8



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

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

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

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


<PAGE>   9






                                   SIGNATURES


         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, and the State of Missouri, on this
27th day of February, 2001.

                                          H&R BLOCK, INC.
                                  -------------------------------



                                  By /s/ Mark A. Ernst
                                    -----------------------------
                                     Mark A. Ernst
                                     President and Chief
                                     Executive Officer







                                POWER OF ATTORNEY

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







<PAGE>   10


         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>


           Signature                      Title                 Date
           ---------                      -----                 ----
<S>                                <C>                       <C>


/s/ Mark A. Ernst                   President, Chief          02/27/01
-------------------------------     Executive Officer         ----------
Mark A. Ernst                       and Director
                                    (principal execu-
                                    tive officer)


/s/ G. Kenneth Baum                 Director                  02/16/01
-------------------------------                               ----------
G. Kenneth Baum


/s/ Thomas M. Bloch                 Director                  02/15/01
-------------------------------                               ----------
Thomas M. Bloch


/s/ Robert E. Davis                 Director                  02/20/01
-------------------------------                               ----------
Robert E. Davis


/s/ Donna R. Ecton                  Director                  02/17/01
-------------------------------                               ----------
Donna R. Ecton


                                    Director
-------------------------------                               ----------
Henry F. Frigon


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


/s/ Frank L. Salizzoni              Director                  02/16/01
-------------------------------                               ----------
Frank L. Salizzoni


/s/ Louis W. Smith                  Director                  02/15/01
-------------------------------                               ----------
Louis W. Smith


/s/ Rayford Wilkins, Jr.             Director                 02/22/01
-------------------------------                               ----------
Rayford Wilkins, Jr.

</TABLE>


<PAGE>   11

<TABLE>
<CAPTION>



              Signature                Title                      Date
              ---------                -----                      ----
<S>                                  <C>                     <C>




/s/ Frank J. Cotroneo                Senior Vice              02/28/01
------------------------------       President and            ----------
Frank J. Cotroneo                    Chief Finan-
                                     cial Officer
                                     (principal
                                     financial
                                     officer)


/s/ Cheryl L. Givens                 Vice President           02/28/01
------------------------------       and Corporate            ----------
Cheryl L. Givens                     Controller
                                     (principal
                                     accounting
                                     officer)

</TABLE>


<PAGE>   12


THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the H&R Block Retirement Savings Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 27th day
of February, 2001.


The H&R BLOCK RETIREMENT SAVINGS PLAN



By: /s/ Mark A. Ernst
    ------------------------------
    Mark A. Ernst
    President, HRB Management, Inc.
[{"type": "S-8", "sequence": "1", "filename": "c60484s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 28890}]
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1
                                                             File No. 333-
                                                                      ----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                        H&R BLOCK RETIREMENT SAVINGS PLAN
                              (Full Title of Plan)

                          James H. Ingraham, Secretary
                                 H&R Block, Inc.
                                4400 Main Street
                           Kansas City, Missouri 64111
                                  816-753-6900
           (Name, address, and telephone number of agent for service)
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
======================== ==================== ==================== ============================ ====================
                                                    Proposed                Proposed
       Title of                 Amount               maximum                 maximum                 Amount of
      securities                to be               offering                aggregate                registra-
        to be                   regis-                price                 offering                   tion
      registered                tered(1)           per share(2)              price(2)                  fee(2)
------------------------ -------------------- -------------------- ---------------------------- --------------------
Common
Stock,
without par               3,000,000             $45.05(3)            $ 135,150,000.00            $33,787.50
value
------------------------ -------------------- -------------------- ---------------------------- --------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the H&R Block Retirement Savings Plan.
(2) Calculated in accordance with the provisions of Rule 457(h)(1) pertaining to
employee benefit plans.
(3) Estimated pursuant to Rule 457(c) and (h), and based on the average of the
high and low prices on February 27, 2001, as reported by the New York Stock
Exchange.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The registrant's Annual Report on Form 10-K filed pursuant to
                  Sections 13(a) or 15(d) of the 1934 Act which contains, either
                  directly or by incorporation by reference, audited financial
                  statements for the registrant's fiscal year ended April 30,
                  2000;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the 1934 Act since the end of the fiscal year covered by the
                  Annual Report referred to in (a) above;

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

Item 4.           DESCRIPTION OF SECURITIES.

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

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

         adjudication of liability and in view of all the circumstances of the
         case, the person is fairly and reasonably entitled to indemnity for
         such expenses which the court shall deem proper.

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

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

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

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

                  "7. A corporation created under the laws of this state shall
         have the power to give any further indemnity, in addition to the
         indemnity authorized or contemplated under other subsections of this
         section, including subsection 6, to
5

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

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

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

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

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

                  Section 23 of the registrant's current Amended and Restated
Bylaws, as amended ("Bylaws") contains provisions which are essentially the same
as the provisions of the Missouri statute, except that only a person who is or
was a director or officer of the registrant, or is or was serving at the
registrant's request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise may be indemnified. In
addition, the Bylaws permit the registrant to enter into indemnification
agreements with its directors and officers. The form of indemnification
agreement approved by the registrant's shareholders and incorporated into the
Bylaws provides that indemnity is mandatory in all cases unless it is determined
by the court that the director's or officer's conduct was knowingly fraudulent,
deliberately dishonest or that it constituted willful misconduct. In addition,
no indemnification is provided if a court determines that such indemnification
would not be lawful or if a judgment is rendered against the director or officer
for an accounting of profits made as a result of the director's or officer's
purchase and sale or sale and purchase of the registrant's securities pursuant
to the provisions of Section 16(b) of the 1934 Act and amendments thereto. The
indemnification agreement also requires the registrant to purchase and maintain
a policy or policies of directors and officers liability insurance providing, in
all respects, coverage at least comparable to that maintained by the registrant
at the date of the agreement except that the registrant is not required to
maintain such insurance if the registrant notifies the director or officer in
writing within five business days after the making of the decision to not renew
or replace the insurance policy or policies or any portion of the coverage
provided by such policy or policies. The registrant's Bylaws are filed as
Exhibit 3.1 to the registrant's quarterly report on Form 10-Q for the fiscal
quarter ended October 31, 1999, and Section 23 of such Bylaws is incorporated by
reference herein.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

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

exemption from registration is claimed.

Item 8.           EXHIBITS.

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

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

4.2      Amended and Restated Bylaws of H&R Block, Inc., as amended, filed as
         Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the
         quarter ended October 31, 1999, are incorporated by reference.

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

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

Item 9.           UNDERTAKINGS.

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

                  (a) to include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (b) 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; and

                  (c) 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 items (1)(a) and (1)(b) of this undertaking do not apply
if the registration statement is on Form S-8 and the information required to be
included in the post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act.
8

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

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

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

                  (6) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
9

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, and the State of Missouri, on this
27th day of February, 2001.

                                          H&R BLOCK, INC.
                                  -------------------------------

                                  By /s/ Mark A. Ernst
                                    -----------------------------
                                     Mark A. Ernst
                                     President and Chief
                                     Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark A. Ernst or James H. Ingraham,
either one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement on Form S-8 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
10

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                      Title                 Date
           ---------                      -----                 ----
/s/ Mark A. Ernst                   President, Chief          02/27/01
-------------------------------     Executive Officer         ----------
Mark A. Ernst                       and Director
                                    (principal execu-
                                    tive officer)

/s/ G. Kenneth Baum                 Director                  02/16/01
-------------------------------                               ----------
G. Kenneth Baum

/s/ Thomas M. Bloch                 Director                  02/15/01
-------------------------------                               ----------
Thomas M. Bloch

/s/ Robert E. Davis                 Director                  02/20/01
-------------------------------                               ----------
Robert E. Davis

/s/ Donna R. Ecton                  Director                  02/17/01
-------------------------------                               ----------
Donna R. Ecton

                                    Director
-------------------------------                               ----------
Henry F. Frigon

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

/s/ Frank L. Salizzoni              Director                  02/16/01
-------------------------------                               ----------
Frank L. Salizzoni

/s/ Louis W. Smith                  Director                  02/15/01
-------------------------------                               ----------
Louis W. Smith

/s/ Rayford Wilkins, Jr.             Director                 02/22/01
-------------------------------                               ----------
Rayford Wilkins, Jr.
11
Signature                Title                      Date
              ---------                -----                      ----
/s/ Frank J. Cotroneo                Senior Vice              02/28/01
------------------------------       President and            ----------
Frank J. Cotroneo                    Chief Finan-
                                     cial Officer
                                     (principal
                                     financial
                                     officer)

/s/ Cheryl L. Givens                 Vice President           02/28/01
------------------------------       and Corporate            ----------
Cheryl L. Givens                     Controller
                                     (principal
                                     accounting
                                     officer)
12

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the H&R Block Retirement Savings Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 27th day
of February, 2001.

The H&R BLOCK RETIREMENT SAVINGS PLAN

By: /s/ Mark A. Ernst
    ------------------------------
    Mark A. Ernst
    President, HRB Management, Inc.