As filed with the Securities and Exchange Commission on December 22, 2004.

                                                  Registration No. 333-______


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM S-8

                         Registration Statement Under
                          The Securities Act of 1933

                        JACK HENRY & ASSOCIATES, INC.
            (Exact name of registrant as specified in its charter)


             Delaware                                        43-1128385
 -------------------------------                        ------------------
 (State or other jurisdiction of                        (I.R.S. Employer)
         incorporation)                                 Identification No.)

                                 P.O. Box 807
                             663 West Highway 60
                         Monett, Missouri  65708-0807
                                (417) 235-6652
 (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

      STOCK OPTION AGREEMENT DATED FEBRUARY 14, 2003 ASSUMED PURSUANT TO
        ASSUMPTION OF OPTIONS BETWEEN JACK HENRY & ASSOCIATES, INC. AND
                    OPTINFO,INC. DATED NOVEMBER 23, 2004

                                     AND

 STOCK OPTION AGREEMENT DATED JULY 1, 2003 ASSUMED PURSUANT TO ASSUMPTION OF
       OPTIONS BETWEEN JACK HENRY & ASSOCIATES, INC. AND OPTINFO, INC.
                           DATED NOVEMBER 23, 2004
                             (Full title of plan)

                  Kevin D. Williams, Chief Financial Officer
                        Jack Henry & Associates, Inc.
                             663 West Highway 60
                         Monett, Missouri  65708-0807
                                (417) 235-6652
   (Name, address, including zip code, and telephone number, including area
                         code, of agent for service)

                       Copies of all correspondence to:
                  Robert T. Schendel, Esq., General Counsel
                             10910 W. 87th Street
                            Lenexa, Kansas  66214
                                (913) 341-3434

                       CALCULATION OF REGISTRATION FEE
                       -------------------------------

 Title of each                     Proposed        Proposed
   class of                        maximum         maximum         Amount of
 securities to   Amount to be   offering price     aggregate     registration
 be registered   registered 1/   per unit 2/    offering price        fee
 ----------------------------------------------------------------------------
 Common Stock,      117,726         $19.06       $2,243,857.56      $265.00
 $0.01 par value
 per share
 ----------------------------------------------------------------------------

 1/   If, prior to the completion of the distribution of the Common Stock
 covered by this Registration Statement, additional shares of common stock
 are issued or issuable as a result of a stock split or stock dividend, this
 Registration Statement shall be deemed to cover such additional shares
 resulting from the stock split or stock dividend pursuant to Rule 416.

 2/   Calculated in accordance with the provisions of Rule 457(c) using
 the average of the high and low prices for the Common Stock on the Nasdaq
 National Market on December 17, 2004.


                                    PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

 Item 1.   Plan Information.
           -----------------
           Not required to be filed.


 Item 2.   Registrant Information and Employee Plan Information.
           -----------------------------------------------------
           Not required to be filed.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.   Incorporation of Documents by Reference.
           ----------------------------------------
           The following documents, which previously have been filed  by Jack
 Henry &  Associates,  Inc.  (the  "Corporation")  with  the  Securities  and
 Exchange Commission ("Commission") pursuant  to the Securities  Exchange Act
 of 1934, as amended (the "Exchange Act") (Commission File No. 0-14112),  are
 incorporated herein by reference and made a part hereof:

           (a)  Annual Report on Form 10-K, for the year ended
                June 30, 2004, filed August 30, 2004;

           (b)  The Corporation's Current Report on Form 8-K dated
                September 8, 2004;

           (c)  The Corporation's Current Report on Form 8-K dated
                September 8, 2004;

           (d)  The Corporation's Current Report on Form 8-K dated
                October 7, 2004;

           (e)  The Corporation's Current Report on Form 8-K dated
                October 20, 2004;

           (f)  The Corporation's Quarterly Report on Form 10-Q, for the
                period ended September 30, 2004, dated November 9, 2004;

           (g)  The Corporation's Current Report on Form 8-K dated
                November 24, 2004;

           (h)  The Corporation's Current Report on Form 8-K dated
                December 21, 2004;

           (i)  The Corporation's Current Report on Form 8-K dated
                December 21, 2004; and

           (j)  The description of the Common Stock of the Corporation
                contained in the Corporation's Registration Statement of Form
                S-1 (Registration No. 33-41396), effective July 14, 2000 and
                any amendment or report filed for the purpose of updating
                such description.

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

           For  purposes  of  this  Registration  Statement,  any   statement
 contained in a document incorporated or deemed to be incorporated herein  by
 reference shall be deemed to be modified or superseded to the extent that  a
 statement contained herein or in any other subsequently filed comment  which
 also is or  is deemed  to be incorporated  herein by  reference modifies  or
 supersedes such statement in  such document.  Any  statement  so modified or
 superseded shall not  be deemed,  except as  so modified  or superseded,  to
 constitute a part of this Registration Statement.


 Item 4.   Description of Securities.
           --------------------------
           The class of securities to be offered is registered under  Section
 12  of  the Exchange  Act.  Therefore,  a description  of the  Common  Stock
 required by Item 202 of Regulation S-K is not required.


 Item 5.   Interests of Named Experts and Counsel.
           ---------------------------------------
           None.


 Item 6.   Indemnification of Directors and Officers.
           ------------------------------------------
           Section 145(a) of  the Delaware General  Corporation Law  ("DGCL")
 permits a corporation to indemnify any of its directors or officers who  was
 or is  a party  or is  threatened to  be made  a party  to any  third  party
 proceeding by reason of the fact  that such person is  or was a director  or
 officer of the  corporation, against expenses  (including attorneys'  fees),
 judgments, fines  and amounts  paid in  settlement actually  and  reasonably
 incurred by such person in connection with such action,  suit or proceeding,
 if such person acted in  good faith and in  a manner such person  reasonably
 believed to be in or not opposed to the bests interests of the  corporation,
 and with respect  to any criminal  action or proceeding,  had no  reasonable
 cause to believe that such person's  conduct was unlawful.  In a  derivative
 action, i.e, one by  or in the  right of a  corporation, the corporation  is
 permitted to indemnify  any of its  directors or  officers against  expenses
 (including attorneys' fees) actually and reasonably incurred by such  person
 in connection with the defense or settlement of such action or suit if  such
 person acted in good faith and  in a manner such person reasonably  believed
 to be in or  not opposed to  the best interests  of the corporation,  except
 that no  indemnification  shall be  made  if  such person  shall  have  been
 adjudged liable to the corporation, unless  and only to the extent that  the
 court in  which  such  action  or suit  was  brought  shall  determine  upon
 application that such person is fairly and reasonably entitled to  indemnity
 for such expenses despite such adjudication of liability.

      Article  Eleventh  of   the  Corporation's   Restated  Certificate   of
 Incorporation provides for indemnification of directors and officers of  the
 Corporation against liability they may incur in their capacities as such  to
 the fullest extent permitted by the DGCL.

      The Corporation has  entered into indemnification  agreements with  its
 directors and officers.  Pursuant to such agreements, the Corporation  will,
 to the extent permitted  by applicable law,  indemnify such persons  against
 all expenses incurred in  connection with the defense  or settlement of  any
 proceeding brought  against  them by  reason  of  the fact  that  they  were
 directors or officers of the Corporation.

      The Corporation  has  in  effect  directors'  and  officers'  liability
 insurance with a limit of $5,000,000 and fiduciary liability insurance  with
 a limit of $2,000,000.  The fiduciary liability insurance covers actions  of
 directors  and  officers   as  well  as   other  employees  with   fiduciary
 responsibilities under ERISA.


 Item 7.   Exemption from Registration Claimed.
           ------------------------------------
           Not applicable.


 Item 8.   Exhibits.
           ---------

           Exhibit No.         Description
           -----------         -----------
           4.1            Restated Certificate of Incorporation of Jack Henry
                          & Associates, Inc., as amended (Incorporated by
                          reference to Exhibit 3.1.7 of the Annual Report
                          on Form 10-K for the fiscal year ending June 30,
                          2003).

           4.2            Amended and Restated Bylaws of Jack Henry &
                          Associates, Inc. (Incorporated by reference to
                          Exhibit A of the Corporation's Quarterly Report on
                          Form 10-Q for the quarter ended March 31, 1996).

           4.3            The description of the Common Stock of the
                          Corporation (Incorporated by reference to the
                          Corporation's contained in the Corporation's
                          Registration Statement of Form S-1 (Registration
                          No. 33-41396), effective July 14, 2000 and any
                          amendment or report filed for the purpose of
                          updating such description).

           5.1            Legal Opinion of Robert T. Schendel, Esq.*

           23.1           Consent of Deloitte & Touche LLP.*

           23.2           Consent of Robert T. Schendel, Esq. (included
                          in Exhibit 5.1 hereto).

           24.1           Power of Attorney (included on signature page).
 ___________
 *   Filed Herewith


 Item 9.   Undertakings.
           -------------
           (a)  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 of 1933;

                     (ii) To reflect in  the prospectus any  facts or  events
 arising after the effective date of the Registration Statement  (or the most
 recent post-effective  amendment  thereof)  which, individually  or  in  the
 aggregate, represent a fundamental  change in the  information set forth  in
 the Registration Statement.  Notwithstanding the foregoing, any increase  or
 decrease in  volume of  securities offered  (if the  total dollar  value  of
 securities offered  would not  exceed that  which  was registered)  and  any
 deviation from the low or high  end of the estimated maximum offering  range
 may be  reflected  in the  form  of  prospectus filed  with  the  Commission
 pursuant to Rule 424(b) (S 230.424(b) of this chapter) if, in the aggregate,
 the changes in volume  and price represent  no more than  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 (a)(1)(i) and  (a)(1)(ii) do not apply  if
 the Registration Statement is  on Form S-3,  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 by the registrant pursuant to Section 13 or Section 15(d) of  the
 Exchange Act  that  are  incorporated  by  reference  in  this  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.

           (b)  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 Section 13(a) or Section 15(d)
 of the Exchange Act that is  incorporated by reference in this  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.

           (c)  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  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 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, 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.


                                  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 the requirements for filing on Form S-8 and has caused this Registration
 Statement to be  signed on  its behalf  by the  undersigned, thereunto  duly
 authorized, in the City of  Monett, State of Missouri,  on this 22nd day  of
 December, 2004.


                               JACK HENRY & ASSOCIATES, INC.


                               By  /s/ John F. Prim
                               --------------------
                               John F. Prim
                               Chief Executive Officer


                              POWER OF ATTORNEY

           Each person whose signature appears below hereby constitutes and
 appoints Michael E. Henry, John F. Prim, and Robert T. Schendel, Esq., and
 each of them, his or her true and lawful attorneys-in-fact and agents, with
 full power of substitution and resubstitution, for him or her and in his or
 her name, place and stead, in any and all capacities, to sign any and all
 amendments (including post-effective amendments) and supplements to this
 registration statement, and to file the same, with all exhibits thereto, and
 other documents in connection therewith, with the Securities and Exchange
 Commission, and hereby grants to such attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform each and every act and
 thing requisite and necessary to be done, as fully to all intents and
 purposes as he or she might or could do in person, hereby ratifying and
 confirming all that said attorneys-in-fact and agents, or any of them, or
 their or his substitute or substitutes, may lawfully do or cause to be done
 by virtue hereof.

           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/ Michael E. Henry     Chairman of the Board             December 22, 2004
 --------------------     and Director
 Michael E. Henry


 /s/ John F. Prim         Chief Executive Officer           December 22, 2004
 ----------------         (Principal Executive Officer)
 John F. Prim


 /s/ Kevin D. Williams    Chief Financial Officer           December 22, 2004
 ---------------------    (Principal Accounting Officer)
 Kevin D. Williams


 /s/ John W. Henry        Vice Chairman, Senior Vice        December 22, 2004
 -----------------        President and Director
 John W. Henry


 /s/ Jerry D. Hall        Executive Vice President          December 22, 2004
 -----------------        and Director
 Jerry D. Hall


 /s/ Joseph J. Maliekel   Director                          December 22, 2004
 ----------------------
 Joseph J. Maliekel


 /s/ James J. Ellis       Director                          December 22, 2004
 ------------------
 James J. Ellis


 /s/ Burton O. George     Director                          December 22, 2004
 --------------------
 Burton O. George


 /s/ Craig R. Curry       Director                          December 22, 2004
 ------------------
 Craig R. Curry

<PAGE>

                                EXHIBIT INDEX

  Exhibit No.   Description of Exhibit
  -----------   ----------------------
      4.1       Restated Certificate of Incorporation of Jack Henry &
                Associates, Inc., as amended (Incorporated by reference
                to Exhibit 3.1.7 of the Annual Report on Form 10-K for
                the fiscal year ending June 30, 2003).*

      4.2       Amended and Restated Bylaws of Jack Henry & Associates, Inc.
                (Incorporated by reference to Exhibit A of the Corporation's
                Quarterly Report on Form 10-Q for the quarter ended March 31,
                1996).*

      4.3       The description of the Common Stock of the Corporation
                (Incorporated by reference to the Corporation's contained
                in the Corporation's Registration Statement of Form S-1
                (Registration No. 33-41396), effective July 14, 2000 and any
                amendment or report filed for the purpose of updating such
                description).*

      5.1       Legal Opinion of Robert T. Schendel, Esq.**

      23.1      Consent of Deloitte & Touche LLP. **

      23.2      Consent of Robert T. Schendel, Esq. (included in Exhibit 5.1
                hereto). **

      24.1      Power of Attorney (included on signature page). **

 __________________
 *    Previously filed.
 **   Filed herewith.
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{"company-data": {"conformed-name": "HENRY JACK & ASSOCIATES INC", "cik": "0000779152", "assigned-sic": "7373", "irs-number": "431128385", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121540", "film-number": "041220536"}, "business-address": {"street1": "PO BOX 807", "street2": "663 HWY 60", "city": "MONETT", "state": "MO", "zip": "65708-0807", "phone": "4172356652"}, "mail-address": {"street1": "PO BOX 807", "street2": "663 HWY 60", "city": "MONETT", "state": "MO", "zip": "65708-0807"}}
As filed with the Securities and Exchange Commission on December 22, 2004.

                                                  Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM S-8

                         Registration Statement Under
                          The Securities Act of 1933

                        JACK HENRY & ASSOCIATES, INC.
            (Exact name of registrant as specified in its charter)

             Delaware                                        43-1128385
 -------------------------------                        ------------------
 (State or other jurisdiction of                        (I.R.S. Employer)
         incorporation)                                 Identification No.)

                                 P.O. Box 807
                             663 West Highway 60
                         Monett, Missouri  65708-0807
                                (417) 235-6652
 (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

      STOCK OPTION AGREEMENT DATED FEBRUARY 14, 2003 ASSUMED PURSUANT TO
        ASSUMPTION OF OPTIONS BETWEEN JACK HENRY & ASSOCIATES, INC. AND
                    OPTINFO,INC. DATED NOVEMBER 23, 2004

                                     AND

 STOCK OPTION AGREEMENT DATED JULY 1, 2003 ASSUMED PURSUANT TO ASSUMPTION OF
       OPTIONS BETWEEN JACK HENRY & ASSOCIATES, INC. AND OPTINFO, INC.
                           DATED NOVEMBER 23, 2004
                             (Full title of plan)

                  Kevin D. Williams, Chief Financial Officer
                        Jack Henry & Associates, Inc.
                             663 West Highway 60
                         Monett, Missouri  65708-0807
                                (417) 235-6652
   (Name, address, including zip code, and telephone number, including area
                         code, of agent for service)

                       Copies of all correspondence to:
                  Robert T. Schendel, Esq., General Counsel
                             10910 W. 87th Street
                            Lenexa, Kansas  66214
                                (913) 341-3434

                       CALCULATION OF REGISTRATION FEE
                       -------------------------------

 Title of each                     Proposed        Proposed
   class of                        maximum         maximum         Amount of
 securities to   Amount to be   offering price     aggregate     registration
 be registered   registered 1/   per unit 2/    offering price        fee
 ----------------------------------------------------------------------------
 Common Stock,      117,726         $19.06       $2,243,857.56      $265.00
 $0.01 par value
 per share
 ----------------------------------------------------------------------------

 1/   If, prior to the completion of the distribution of the Common Stock
 covered by this Registration Statement, additional shares of common stock
 are issued or issuable as a result of a stock split or stock dividend, this
 Registration Statement shall be deemed to cover such additional shares
 resulting from the stock split or stock dividend pursuant to Rule 416.

 2/   Calculated in accordance with the provisions of Rule 457(c) using
 the average of the high and low prices for the Common Stock on the Nasdaq
 National Market on December 17, 2004.

                                    PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

 Item 1.   Plan Information.
           -----------------
           Not required to be filed.

 Item 2.   Registrant Information and Employee Plan Information.
           -----------------------------------------------------
           Not required to be filed.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.   Incorporation of Documents by Reference.
           ----------------------------------------
           The following documents, which previously have been filed  by Jack
 Henry &  Associates,  Inc.  (the  "Corporation")  with  the  Securities  and
 Exchange Commission ("Commission") pursuant  to the Securities  Exchange Act
 of 1934, as amended (the "Exchange Act") (Commission File No. 0-14112),  are
 incorporated herein by reference and made a part hereof:

           (a)  Annual Report on Form 10-K, for the year ended
                June 30, 2004, filed August 30, 2004;

           (b)  The Corporation's Current Report on Form 8-K dated
                September 8, 2004;

           (c)  The Corporation's Current Report on Form 8-K dated
                September 8, 2004;

           (d)  The Corporation's Current Report on Form 8-K dated
                October 7, 2004;

           (e)  The Corporation's Current Report on Form 8-K dated
                October 20, 2004;

           (f)  The Corporation's Quarterly Report on Form 10-Q, for the
                period ended September 30, 2004, dated November 9, 2004;

           (g)  The Corporation's Current Report on Form 8-K dated
                November 24, 2004;

           (h)  The Corporation's Current Report on Form 8-K dated
                December 21, 2004;

           (i)  The Corporation's Current Report on Form 8-K dated
                December 21, 2004; and

           (j)  The description of the Common Stock of the Corporation
                contained in the Corporation's Registration Statement of Form
                S-1 (Registration No. 33-41396), effective July 14, 2000 and
                any amendment or report filed for the purpose of updating
                such description.

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

           For  purposes  of  this  Registration  Statement,  any   statement
 contained in a document incorporated or deemed to be incorporated herein  by
 reference shall be deemed to be modified or superseded to the extent that  a
 statement contained herein or in any other subsequently filed comment  which
 also is or  is deemed  to be incorporated  herein by  reference modifies  or
 supersedes such statement in  such document.  Any  statement  so modified or
 superseded shall not  be deemed,  except as  so modified  or superseded,  to
 constitute a part of this Registration Statement.

 Item 4.   Description of Securities.
           --------------------------
           The class of securities to be offered is registered under  Section
 12  of  the Exchange  Act.  Therefore,  a description  of the  Common  Stock
 required by Item 202 of Regulation S-K is not required.

 Item 5.   Interests of Named Experts and Counsel.
           ---------------------------------------
           None.

 Item 6.   Indemnification of Directors and Officers.
           ------------------------------------------
           Section 145(a) of  the Delaware General  Corporation Law  ("DGCL")
 permits a corporation to indemnify any of its directors or officers who  was
 or is  a party  or is  threatened to  be made  a party  to any  third  party
 proceeding by reason of the fact  that such person is  or was a director  or
 officer of the  corporation, against expenses  (including attorneys'  fees),
 judgments, fines  and amounts  paid in  settlement actually  and  reasonably
 incurred by such person in connection with such action,  suit or proceeding,
 if such person acted in  good faith and in  a manner such person  reasonably
 believed to be in or not opposed to the bests interests of the  corporation,
 and with respect  to any criminal  action or proceeding,  had no  reasonable
 cause to believe that such person's  conduct was unlawful.  In a  derivative
 action, i.e, one by  or in the  right of a  corporation, the corporation  is
 permitted to indemnify  any of its  directors or  officers against  expenses
 (including attorneys' fees) actually and reasonably incurred by such  person
 in connection with the defense or settlement of such action or suit if  such
 person acted in good faith and  in a manner such person reasonably  believed
 to be in or  not opposed to  the best interests  of the corporation,  except
 that no  indemnification  shall be  made  if  such person  shall  have  been
 adjudged liable to the corporation, unless  and only to the extent that  the
 court in  which  such  action  or suit  was  brought  shall  determine  upon
 application that such person is fairly and reasonably entitled to  indemnity
 for such expenses despite such adjudication of liability.

      Article  Eleventh  of   the  Corporation's   Restated  Certificate   of
 Incorporation provides for indemnification of directors and officers of  the
 Corporation against liability they may incur in their capacities as such  to
 the fullest extent permitted by the DGCL.

      The Corporation has  entered into indemnification  agreements with  its
 directors and officers.  Pursuant to such agreements, the Corporation  will,
 to the extent permitted  by applicable law,  indemnify such persons  against
 all expenses incurred in  connection with the defense  or settlement of  any
 proceeding brought  against  them by  reason  of  the fact  that  they  were
 directors or officers of the Corporation.

      The Corporation  has  in  effect  directors'  and  officers'  liability
 insurance with a limit of $5,000,000 and fiduciary liability insurance  with
 a limit of $2,000,000.  The fiduciary liability insurance covers actions  of
 directors  and  officers   as  well  as   other  employees  with   fiduciary
 responsibilities under ERISA.

 Item 7.   Exemption from Registration Claimed.
           ------------------------------------
           Not applicable.

 Item 8.   Exhibits.
           ---------

           Exhibit No.         Description
           -----------         -----------
           4.1            Restated Certificate of Incorporation of Jack Henry
                          & Associates, Inc., as amended (Incorporated by
                          reference to Exhibit 3.1.7 of the Annual Report
                          on Form 10-K for the fiscal year ending June 30,
                          2003).

           4.2            Amended and Restated Bylaws of Jack Henry &
                          Associates, Inc. (Incorporated by reference to
                          Exhibit A of the Corporation's Quarterly Report on
                          Form 10-Q for the quarter ended March 31, 1996).

           4.3            The description of the Common Stock of the
                          Corporation (Incorporated by reference to the
                          Corporation's contained in the Corporation's
                          Registration Statement of Form S-1 (Registration
                          No. 33-41396), effective July 14, 2000 and any
                          amendment or report filed for the purpose of
                          updating such description).

           5.1            Legal Opinion of Robert T. Schendel, Esq.*

           23.1           Consent of Deloitte & Touche LLP.*

           23.2           Consent of Robert T. Schendel, Esq. (included
                          in Exhibit 5.1 hereto).

           24.1           Power of Attorney (included on signature page).
 ___________
 *   Filed Herewith

 Item 9.   Undertakings.
           -------------
           (a)  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 of 1933;

                     (ii) To reflect in  the prospectus any  facts or  events
 arising after the effective date of the Registration Statement  (or the most
 recent post-effective  amendment  thereof)  which, individually  or  in  the
 aggregate, represent a fundamental  change in the  information set forth  in
 the Registration Statement.  Notwithstanding the foregoing, any increase  or
 decrease in  volume of  securities offered  (if the  total dollar  value  of
 securities offered  would not  exceed that  which  was registered)  and  any
 deviation from the low or high  end of the estimated maximum offering  range
 may be  reflected  in the  form  of  prospectus filed  with  the  Commission
 pursuant to Rule 424(b) (S 230.424(b) of this chapter) if, in the aggregate,
 the changes in volume  and price represent  no more than  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 (a)(1)(i) and  (a)(1)(ii) do not apply  if
 the Registration Statement is  on Form S-3,  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 by the registrant pursuant to Section 13 or Section 15(d) of  the
 Exchange Act  that  are  incorporated  by  reference  in  this  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.

           (b)  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 Section 13(a) or Section 15(d)
 of the Exchange Act that is  incorporated by reference in this  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.

           (c)  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  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 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, 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.

                                  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 the requirements for filing on Form S-8 and has caused this Registration
 Statement to be  signed on  its behalf  by the  undersigned, thereunto  duly
 authorized, in the City of  Monett, State of Missouri,  on this 22nd day  of
 December, 2004.

                               JACK HENRY & ASSOCIATES, INC.

                               By  /s/ John F. Prim
                               --------------------
                               John F. Prim
                               Chief Executive Officer

                              POWER OF ATTORNEY

           Each person whose signature appears below hereby constitutes and
 appoints Michael E. Henry, John F. Prim, and Robert T. Schendel, Esq., and
 each of them, his or her true and lawful attorneys-in-fact and agents, with
 full power of substitution and resubstitution, for him or her and in his or
 her name, place and stead, in any and all capacities, to sign any and all
 amendments (including post-effective amendments) and supplements to this
 registration statement, and to file the same, with all exhibits thereto, and
 other documents in connection therewith, with the Securities and Exchange
 Commission, and hereby grants to such attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform each and every act and
 thing requisite and necessary to be done, as fully to all intents and
 purposes as he or she might or could do in person, hereby ratifying and
 confirming all that said attorneys-in-fact and agents, or any of them, or
 their or his substitute or substitutes, may lawfully do or cause to be done
 by virtue hereof.

           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/ Michael E. Henry     Chairman of the Board             December 22, 2004
 --------------------     and Director
 Michael E. Henry

 /s/ John F. Prim         Chief Executive Officer           December 22, 2004
 ----------------         (Principal Executive Officer)
 John F. Prim

 /s/ Kevin D. Williams    Chief Financial Officer           December 22, 2004
 ---------------------    (Principal Accounting Officer)
 Kevin D. Williams

 /s/ John W. Henry        Vice Chairman, Senior Vice        December 22, 2004
 -----------------        President and Director
 John W. Henry

 /s/ Jerry D. Hall        Executive Vice President          December 22, 2004
 -----------------        and Director
 Jerry D. Hall

 /s/ Joseph J. Maliekel   Director                          December 22, 2004
 ----------------------
 Joseph J. Maliekel

 /s/ James J. Ellis       Director                          December 22, 2004
 ------------------
 James J. Ellis

 /s/ Burton O. George     Director                          December 22, 2004
 --------------------
 Burton O. George

 /s/ Craig R. Curry       Director                          December 22, 2004
 ------------------
 Craig R. Curry
EXHIBIT INDEX

  Exhibit No.   Description of Exhibit
  -----------   ----------------------
      4.1       Restated Certificate of Incorporation of Jack Henry &
                Associates, Inc., as amended (Incorporated by reference
                to Exhibit 3.1.7 of the Annual Report on Form 10-K for
                the fiscal year ending June 30, 2003).*

      4.2       Amended and Restated Bylaws of Jack Henry & Associates, Inc.
                (Incorporated by reference to Exhibit A of the Corporation's
                Quarterly Report on Form 10-Q for the quarter ended March 31,
                1996).*

      4.3       The description of the Common Stock of the Corporation
                (Incorporated by reference to the Corporation's contained
                in the Corporation's Registration Statement of Form S-1
                (Registration No. 33-41396), effective July 14, 2000 and any
                amendment or report filed for the purpose of updating such
                description).*

      5.1       Legal Opinion of Robert T. Schendel, Esq.**

      23.1      Consent of Deloitte & Touche LLP. **

      23.2      Consent of Robert T. Schendel, Esq. (included in Exhibit 5.1
                hereto). **

      24.1      Power of Attorney (included on signature page). **

 __________________
 *    Previously filed.
 **   Filed herewith.