As filed with the Securities and Exchange Commission on June 30, 1997
                       Registration No. 33-77948
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                FORM S-8

                             POST-EFFECTIVE
                           AMENDMENT NO. 1 TO

                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

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

             Virginia                                      54-1349705
   (State or Other Jurisdiction of                 (I.R.S. Employer ID No.)
   Incorporation or Organization)

         4575 Bonney Road
     Virginia Beach, Virginia                                 23462
(Address of Principal Executive Office)                     (Zip Code)

                          JACKSON HEWITT INC.
                     1994 Long-Term Incentive Plan
                        (Full Title of the Plan)

                        John M. Paris, Jr., Esq.
                        Kaufman & Canoles, P.C.
                             P. O. Box 3037
                         Norfolk, VA 23514-3037
                (Name and Address of Agent for Service)

                             (757) 624-3181
                      (Telephone Number, Including
                    Area Code, of Agent for Service)

                    CALCULATION OF REGISTRATION FEE
================================================================================
                                                         Proposed
         Title of                          Proposed       Maximum
        Securities           Amount        Maximum       Aggregate    Amount of
           to be             to be      Offering Price   Offering   Registration
        Registered         Registered    Per Share(1)    Price(1)       Fee(1)
================================================================================
Common Stock,
$0.02 par value per share   500,000         $10.44      $5,220,000    $1,581.82
================================================================================

(1) Pursuant to Rules 457(c) and 457(h), the registration fee was
computed using $10.44 per share of Common  Stock,  the average of the
high and low sales prices of the Common Stock reported by the Nasdaq
Stock Market's National Market System as of June 25, 1997.



<PAGE>


                                PART II

                  INFORMATION REQUIRED IN REGISTRATION
                STATEMENT AND NOT REQUIRED IN PROSPECTUS


         Item 3:  Incorporation of Documents by Reference.

         The following documents of Jackson Hewitt Inc., a Virginia
corporation (the  "Company"),  filed  with  the  Securities  and
Exchange  Commission  (the "Commission"), are incorporated by reference
into this Registration Statement:

                  (a)  The  Company's  Annual  Report  on  Form  10-KSB
for the Company's  fiscal year ended April 30, 1996 filed  pursuant to
Section  13(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act").

                  (b)  All reports  filed by the Company  pursuant to
Section 13(a)  of the 1934 Act since the end of the Company's fiscal
year ended April 30, 1996.

                  (c)  The  description  of the  Common  Stock  of  the
Company contained in the Company's  Registration Statement on Form 10-SB
filed on August 31, 1993, as amended, under the 1934 Act.

                  All  reports  and other  documents  subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act prior to the filing of a  post-effective  amendment  which
indicates that all securities offered  hereby  have  been  sold,  or
which  deregisters  all  securities  then remaining  unsold,  shall be
deemed to be  incorporated  by reference  into this Registration
Statement  and to be part  hereof  from the date of filing of such
documents.

                  Any statement  contained in a document  incorporated
into this Registration Statement by reference shall be deemed to be
modified or superseded for the purposes of this  Registration  Statement
to the extent that a statement contained  in this  Registration
Statement or in any other  subsequently  filed document which also is or
is deemed to be  incorporated  into this  Registration Statement by
reference modifies or replaces such statement.

         Item 4:  Description of Securities.

         Not applicable.


<PAGE>

         Item 5:  Interests of the Named Experts and Counsel.

         Not applicable.

         Item 6:  Indemnification of Directors and Officers.

         Section  13.1-692.1 of the Virginia Stock  Corporation  Act
(the "Act") provides that in any  proceeding  brought by or in the right
of a corporation or brought by or on behalf of shareholders of the
corporation, the damages assessed against an officer of director arising
out of a single  transaction,  occurrence or course of conduct  shall
not exceed  the lesser of (1) the  monetary  amount, including  the
elimination   of  liability,   specified  in  the  articles  of
incorporation or, if approved by the shareholders, in the bylaws as a
limitation on or  elimination  of the  liability  of the  officer or
director,  or (2) the greater of (i) $100,000 or (ii) the amount of cash
compensation  received by the officer  or  director  from the
corporation  during  the 12 months  immediately preceding the act or
omission for which liability was imposed.  The liability of an officer
or director  may not be limited  under this section of the Act if the
officer or director engaged in willful  misconduct or a knowing
violation of the criminal  law or of any  federal or state  securities
law,  including,  without limitation,  any claim of unlawful insider
trading or manipulation of the market for any security.

         Section  13.1-697  of the Act  authorizes  a  Virginia
corporation  to indemnify  an  individual  made a party to a  proceeding
because he is or was a director against liability  incurred in the
proceeding.  A Virginia  corporation may not indemnify a director under
this section in connection  with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding  charging improper personal
benefit  to him,  whether  or not  involving  action  in his  official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly  received by him. Section  13.1-698 of the Act
provides that,  unless limited by its Articles of Incorporation,  a
Virginia corporation must indemnify a director who entirely  prevails in
the defense of any  proceeding  to which he was a  party  because  he is
or  was a  director  of  the  corporation  against reasonable  expenses
incurred by him in connection with the proceeding.  Section 13.1-702 of
the Act authorizes a Virginia corporation to indemnify its officers,
employees or agents to the same extent as directors.

         Article h. of the Company's Articles of Incorporation provides
that the liability  of officers and  directors  of the Company for
damages is  eliminated with  respect to any  proceeding  brought  by or
in the right of the  Company or brought by or on behalf of the
shareholders of the Company;  provided,  however, that such  liability
shall not be  eliminated  or  limited  if the  officer  or director
engaged in willful  misconduct or a knowing  violation of the criminal
law or of any federal or state securities law,  including,  without
limitation, any claim of  unlawful  insider  trading or  manipulation of
the market for any security.

         Article g. of the Company's Article of Incorporation  provides
that the Company (i) shall indemnify its directors,  officers, employees
and agents, and all persons who at any time served as directors,
officers,  employees or agents of the Company to the extent permitted,
and in the manner provided by, the Act, and (ii) shall have the power to

<PAGE>

make any other or further  indemnity  permitted under the laws of the
Commonwealth of Virginia.

         Item 7:  Exemption from Registration Claimed.

         Not applicable.

         Item 8:  Exhibits.

         The  exhibits  on  the   accompanying   Exhibit   Index  are
filed  or incorporated  by  reference  as part of this Form S-8 and the
Exhibit  Index is incorporated herein by reference.

         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 to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration  Statement or any material change to such information in
this Registration Statement.

                           (2) 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) 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 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 the time shall be deemed to be the initial bona fide
offering thereof.

                  (h) Insofar as indemnification  for liabilities
arising under the  Securities  Act of  1933  may  be  permitted  to
directors,  officers  and controlling  persons of the Registrant,  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 it he
Act and will be governed by the final adjudication of such issue

<PAGE>

                               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 duly caused this  Registration Statement  to be  signed  on its
behalf  by  the  undersigned,  thereunto  duly authorized, in the City
of Virginia Beach, Commonwealth of Virginia, on June 30, 1997.

                                    JACKSON HEWITT INC.



                                    By:  /s/ Keith E. Alessi
                                         --------------------------------------
                                         Keith E. Alessi, Chief Executive
                                         Officer, President and Chairman of the
                                         Board of Directors




                           POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act  of
1933,  the Registration  Statement  has  been  signed  by  the following
persons  in  the capacities and on the dates  indicated.  Each person in
so signing,  also makes, constitutes and appoints Keith E. Alessi and
Christopher Drake, and each of them individually,  his true and lawful
attorney-in-fact in their place and stead, to execute and cause to be
filed with the  Securities  and Exchange  Commission any and all
amendments to this Registration Statement.

         Witness our hands and common seals on the date set forth below.

Signature


         /s/ Keith E. Alessi                                     June 30, 1997
-----------------------------------------------------
Keith E. Alessi, Chief Executive Officer,
President and Chairman of the Board of Directors
(Principal Executive Officer)


         /s/ Harry W. Buckley                                    June 30, 1997
-----------------------------------------------------
Harry W. Buckley, Director

<PAGE>

         /s/ Michael E. Julian, Jr.                              June 30, 1997
--------------------------------------------
Michael E. Julian, Jr., Director


         /s/ Harry S. Gruner                                     June 30, 1997
-----------------------------------------------------
Harry S. Gruner, Director


         /s/ William P. Veillette                                June 30, 1997
-----------------------------------------------------
William P. Veillette, Director


         /s/ Christopher Drake                                   June 30, 1997
-----------------------------------------------------
Christopher Drake, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)



<PAGE>



                   JACKSON HEWITT INC. EXHIBIT INDEX

                   The following  exhibits are filed herewith  unless
otherwise indicated:

                                                                Sequential Page
Number                       Description                              Number
          --------------------------------------------------
   4.1   Articles of Incorporation of Jackson Hewitt Inc., as amended     *
         (incorporated herein by reference to the Registrant's
         Registration Statement on Form 10-SB, Registration No. 0-22324,
         filed with the Securities and Exchange Commission on August 31,
         1993, as amended).

   4.2   Amended and Restated Bylaws of Jackson Hewitt Inc., dated June   *
         1995 (incorporated herein by reference to the Registrant's Form
         SB-2, Commission File No. 33-94162, previously filed with the
         Commission on June 30, 1995).

 **5.1   Opinion of Kaufman & Canoles, P.C.

**23.1   Consent of KPMG Peat Marwick LLP

  23.2   Consent  of  Kaufman & Canoles (included  in the  opinion filed
         as Exhibit 5.1 to this Registration Statement).

  24     Powers of Attorney (included on the signature pages of this
         Registration Statement).

  99.1   Amended and Restated 1994 Long-Term Incentive Plan of Jackson    *
         Hewitt Inc. (incorporated herein by reference to the
         Registrant's Definitive Proxy Statement on Schedule 14A
         previously filed with the Commission on September 11, 1996).

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

*Not filed  herewith.  In  accordance  with Rule 12b-32 of the General
Rules and Regulations  under  the  Securities   Exchange  Act  of  1934,
the  exhibit  is incorporated by reference.

**Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "JACKSON HEWITT    S-8", "secsgml_size_bytes": 15937}]
{"company-data": {"conformed-name": "JACKSON HEWITT INC", "cik": "0000840346", "assigned-sic": "6794", "irs-number": "541349705", "state-of-incorporation": "VA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30433", "film-number": "97633428"}, "business-address": {"street1": "4575 BONNEY RD", "city": "VIRGINIA BEACH", "state": "VA", "zip": "23462", "phone": "804-423-3300"}, "mail-address": {"street1": "4575 BONNEY ROAD", "city": "VIRGINA BEACH", "state": "VA", "zip": "23462"}}
As filed with the Securities and Exchange Commission on June 30, 1997
                       Registration No. 33-77948
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                FORM S-8

                             POST-EFFECTIVE
                           AMENDMENT NO. 1 TO

                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

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

             Virginia                                      54-1349705
   (State or Other Jurisdiction of                 (I.R.S. Employer ID No.)
   Incorporation or Organization)

         4575 Bonney Road
     Virginia Beach, Virginia                                 23462
(Address of Principal Executive Office)                     (Zip Code)

                          JACKSON HEWITT INC.
                     1994 Long-Term Incentive Plan
                        (Full Title of the Plan)

                        John M. Paris, Jr., Esq.
                        Kaufman & Canoles, P.C.
                             P. O. Box 3037
                         Norfolk, VA 23514-3037
                (Name and Address of Agent for Service)

                             (757) 624-3181
                      (Telephone Number, Including
                    Area Code, of Agent for Service)

                    CALCULATION OF REGISTRATION FEE
================================================================================
                                                         Proposed
         Title of                          Proposed       Maximum
        Securities           Amount        Maximum       Aggregate    Amount of
           to be             to be      Offering Price   Offering   Registration
        Registered         Registered    Per Share(1)    Price(1)       Fee(1)
================================================================================
Common Stock,
$0.02 par value per share   500,000         $10.44      $5,220,000    $1,581.82
================================================================================

(1) Pursuant to Rules 457(c) and 457(h), the registration fee was
computed using $10.44 per share of Common  Stock,  the average of the
high and low sales prices of the Common Stock reported by the Nasdaq
Stock Market's National Market System as of June 25, 1997.
PART II

                  INFORMATION REQUIRED IN REGISTRATION
                STATEMENT AND NOT REQUIRED IN PROSPECTUS

         Item 3:  Incorporation of Documents by Reference.

         The following documents of Jackson Hewitt Inc., a Virginia
corporation (the  "Company"),  filed  with  the  Securities  and
Exchange  Commission  (the "Commission"), are incorporated by reference
into this Registration Statement:

                  (a)  The  Company's  Annual  Report  on  Form  10-KSB
for the Company's  fiscal year ended April 30, 1996 filed  pursuant to
Section  13(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act").

                  (b)  All reports  filed by the Company  pursuant to
Section 13(a)  of the 1934 Act since the end of the Company's fiscal
year ended April 30, 1996.

                  (c)  The  description  of the  Common  Stock  of  the
Company contained in the Company's  Registration Statement on Form 10-SB
filed on August 31, 1993, as amended, under the 1934 Act.

                  All  reports  and other  documents  subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act prior to the filing of a  post-effective  amendment  which
indicates that all securities offered  hereby  have  been  sold,  or
which  deregisters  all  securities  then remaining  unsold,  shall be
deemed to be  incorporated  by reference  into this Registration
Statement  and to be part  hereof  from the date of filing of such
documents.

                  Any statement  contained in a document  incorporated
into this Registration Statement by reference shall be deemed to be
modified or superseded for the purposes of this  Registration  Statement
to the extent that a statement contained  in this  Registration
Statement or in any other  subsequently  filed document which also is or
is deemed to be  incorporated  into this  Registration Statement by
reference modifies or replaces such statement.

         Item 4:  Description of Securities.

         Not applicable.
Item 5:  Interests of the Named Experts and Counsel.

         Not applicable.

         Item 6:  Indemnification of Directors and Officers.

         Section  13.1-692.1 of the Virginia Stock  Corporation  Act
(the "Act") provides that in any  proceeding  brought by or in the right
of a corporation or brought by or on behalf of shareholders of the
corporation, the damages assessed against an officer of director arising
out of a single  transaction,  occurrence or course of conduct  shall
not exceed  the lesser of (1) the  monetary  amount, including  the
elimination   of  liability,   specified  in  the  articles  of
incorporation or, if approved by the shareholders, in the bylaws as a
limitation on or  elimination  of the  liability  of the  officer or
director,  or (2) the greater of (i) $100,000 or (ii) the amount of cash
compensation  received by the officer  or  director  from the
corporation  during  the 12 months  immediately preceding the act or
omission for which liability was imposed.  The liability of an officer
or director  may not be limited  under this section of the Act if the
officer or director engaged in willful  misconduct or a knowing
violation of the criminal  law or of any  federal or state  securities
law,  including,  without limitation,  any claim of unlawful insider
trading or manipulation of the market for any security.

         Section  13.1-697  of the Act  authorizes  a  Virginia
corporation  to indemnify  an  individual  made a party to a  proceeding
because he is or was a director against liability  incurred in the
proceeding.  A Virginia  corporation may not indemnify a director under
this section in connection  with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding  charging improper personal
benefit  to him,  whether  or not  involving  action  in his  official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly  received by him. Section  13.1-698 of the Act
provides that,  unless limited by its Articles of Incorporation,  a
Virginia corporation must indemnify a director who entirely  prevails in
the defense of any  proceeding  to which he was a  party  because  he is
or  was a  director  of  the  corporation  against reasonable  expenses
incurred by him in connection with the proceeding.  Section 13.1-702 of
the Act authorizes a Virginia corporation to indemnify its officers,
employees or agents to the same extent as directors.

         Article h. of the Company's Articles of Incorporation provides
that the liability  of officers and  directors  of the Company for
damages is  eliminated with  respect to any  proceeding  brought  by or
in the right of the  Company or brought by or on behalf of the
shareholders of the Company;  provided,  however, that such  liability
shall not be  eliminated  or  limited  if the  officer  or director
engaged in willful  misconduct or a knowing  violation of the criminal
law or of any federal or state securities law,  including,  without
limitation, any claim of  unlawful  insider  trading or  manipulation of
the market for any security.

         Article g. of the Company's Article of Incorporation  provides
that the Company (i) shall indemnify its directors,  officers, employees
and agents, and all persons who at any time served as directors,
officers,  employees or agents of the Company to the extent permitted,
and in the manner provided by, the Act, and (ii) shall have the power to
make any other or further  indemnity  permitted under the laws of the
Commonwealth of Virginia.

         Item 7:  Exemption from Registration Claimed.

         Not applicable.

         Item 8:  Exhibits.

         The  exhibits  on  the   accompanying   Exhibit   Index  are
filed  or incorporated  by  reference  as part of this Form S-8 and the
Exhibit  Index is incorporated herein by reference.

         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 to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration  Statement or any material change to such information in
this Registration Statement.

                           (2) 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) 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 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 the time shall be deemed to be the initial bona fide
offering thereof.

                  (h) Insofar as indemnification  for liabilities
arising under the  Securities  Act of  1933  may  be  permitted  to
directors,  officers  and controlling  persons of the Registrant,  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 it he
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 duly caused this  Registration Statement  to be  signed  on its
behalf  by  the  undersigned,  thereunto  duly authorized, in the City
of Virginia Beach, Commonwealth of Virginia, on June 30, 1997.

                                    JACKSON HEWITT INC.

                                    By:  /s/ Keith E. Alessi
                                         --------------------------------------
                                         Keith E. Alessi, Chief Executive
                                         Officer, President and Chairman of the
                                         Board of Directors

                           POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act  of
1933,  the Registration  Statement  has  been  signed  by  the following
persons  in  the capacities and on the dates  indicated.  Each person in
so signing,  also makes, constitutes and appoints Keith E. Alessi and
Christopher Drake, and each of them individually,  his true and lawful
attorney-in-fact in their place and stead, to execute and cause to be
filed with the  Securities  and Exchange  Commission any and all
amendments to this Registration Statement.

         Witness our hands and common seals on the date set forth below.

Signature

         /s/ Keith E. Alessi                                     June 30, 1997
-----------------------------------------------------
Keith E. Alessi, Chief Executive Officer,
President and Chairman of the Board of Directors
(Principal Executive Officer)

         /s/ Harry W. Buckley                                    June 30, 1997
-----------------------------------------------------
Harry W. Buckley, Director
/s/ Michael E. Julian, Jr.                              June 30, 1997
--------------------------------------------
Michael E. Julian, Jr., Director

         /s/ Harry S. Gruner                                     June 30, 1997
-----------------------------------------------------
Harry S. Gruner, Director

         /s/ William P. Veillette                                June 30, 1997
-----------------------------------------------------
William P. Veillette, Director

         /s/ Christopher Drake                                   June 30, 1997
-----------------------------------------------------
Christopher Drake, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)
JACKSON HEWITT INC. EXHIBIT INDEX

                   The following  exhibits are filed herewith  unless
otherwise indicated:

                                                                Sequential Page
Number                       Description                              Number
          --------------------------------------------------
   4.1   Articles of Incorporation of Jackson Hewitt Inc., as amended     *
         (incorporated herein by reference to the Registrant's
         Registration Statement on Form 10-SB, Registration No. 0-22324,
         filed with the Securities and Exchange Commission on August 31,
         1993, as amended).

   4.2   Amended and Restated Bylaws of Jackson Hewitt Inc., dated June   *
         1995 (incorporated herein by reference to the Registrant's Form
         SB-2, Commission File No. 33-94162, previously filed with the
         Commission on June 30, 1995).

 **5.1   Opinion of Kaufman & Canoles, P.C.

**23.1   Consent of KPMG Peat Marwick LLP

  23.2   Consent  of  Kaufman & Canoles (included  in the  opinion filed
         as Exhibit 5.1 to this Registration Statement).

  24     Powers of Attorney (included on the signature pages of this
         Registration Statement).

  99.1   Amended and Restated 1994 Long-Term Incentive Plan of Jackson    *
         Hewitt Inc. (incorporated herein by reference to the
         Registrant's Definitive Proxy Statement on Schedule 14A
         previously filed with the Commission on September 11, 1996).

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

*Not filed  herewith.  In  accordance  with Rule 12b-32 of the General
Rules and Regulations  under  the  Securities   Exchange  Act  of  1934,
the  exhibit  is incorporated by reference.

**Filed herewith.