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  <P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>File No. 333-  </FONT></P>
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SECURITIES AND EXCHANGE
  COMMISSION
  <BR>Washington, D.C. 20549 </FONT></P>
  
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  <H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FORM S-8 </FONT></H1>
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>REGISTRATION STATEMENT
  UNDER THE SECURITIES ACT OF 1933 </FONT></P>
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>H&amp;R BLOCK, INC.</B> </FONT>
  <FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>(Exact name of registrant as specified in its charter) </FONT> </P>
  
  
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       <TH>MISSOURI</TH>
       <TH></TH>
       <TH>44-0607856</TH></TR>
  <TR VALIGN="TOP">
       <TD><FONT STYLE="font-size:10pt">(State of Incorporation) </FONT></TD>
       <TD WIDTH="100"></TD>
       <TD><FONT STYLE="font-size:10pt">(I.R.S. Employer Identification No.) </FONT></TD></TR>
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  <BR><BR>
  
  
  
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  <FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>4400 Main Street
  <BR>
  Kansas City, Missouri 64111
  </B><BR> </FONT>
  <FONT FACE="Times New Roman, Times, Serif" STYLE="font-size:10pt">(Address of Principal Executive Offices) </FONT> </P>
  
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>2003 LONG-TERM
  EXECUTIVE COMPENSATION PLAN</B> </FONT>
  <FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>(Full Title of Plan) </FONT> </P>
  
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  <FONT FACE="Times New Roman, Times, Serif" SIZE="3">James H. Ingraham
  <BR>H&R Block, Inc.
  <BR>4400 Main Street
  <BR>Kansas City, Missouri 64111
  <BR>816-753-6900 </FONT>
  <FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>(Name, address, and telephone number of agent for service) </FONT> </P>
  <HR>
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CALCULATION OF
  REGISTRATION FEE </FONT></P>
  
  
  
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  <TR VALIGN="BOTTOM">
       <TH><FONT STYLE="font-size:8pt">Title of<BR>
  securities to be<BR>
  registered</FONT></TH>
       <TH><FONT STYLE="font-size:8pt">Amount<BR>
  to be<BR>
  registered<SUP>(1)</SUP> </FONT></TH>
       <TH><FONT STYLE="font-size:8pt">Proposed<BR>
  maximum<BR>
  offering<BR>
  price<BR>
  per share<SUP>(2)</SUP> </FONT></TH>
       <TH><FONT STYLE="font-size:8pt">Proposed<BR>
  maximum<BR>
  aggregate<BR>
  offering<BR>
  price<SUP>(2)</SUP> </FONT></TH>
       <TH><FONT STYLE="font-size:8pt">Amount of<BR>
  registration<BR>
  fee<SUP>(2)</SUP> </FONT></TH></TR>
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       <TD><FONT STYLE="font-size:8pt">Common Stock, without<BR>
  par value </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">5,000,000 </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">$ 42.25<SUP>(3)</SUP> </FONT> </TD>
       <TD><FONT STYLE="font-size:8pt">$211,250,000 </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">$17,090.13 </FONT></TD></TR>
  <TR VALIGN="TOP">
       <TD><FONT STYLE="font-size:8pt">Total </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">5,000,000 </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">&nbsp; </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">$211,250,000 </FONT></TD>
       <TD><FONT STYLE="font-size:8pt">$17,090.13 </FONT></TD></TR>
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       <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;
  Plus such additional indeterminate number of shares as may be issuable pursuant
  to the anti-dilution provisions of the registrant&#146;s 2003 Long-Term
  Executive Compensation Plan.
  <BR>(2)&nbsp;&nbsp;&nbsp;&nbsp;Calculated in accordance with the provisions of Rule 457(h)(1) pertaining to employee stock option plans.
  <BR>(3)&nbsp;&nbsp;&nbsp;&nbsp;Estimated pursuant to Rule 457(c) and (h), and based on the average of the high and low prices on June 26, 2003,
  as reported by the New York Stock Exchange. </FONT></P>
  
  <HR>
  
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II </FONT></P>
  
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  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>INFORMATION REQUIRED
  IN THE REGISTRATION STATEMENT </U></FONT></P>
  
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  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3.
  <U>INCORPORATION OF DOCUMENTS BY REFERENCE</U>. </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
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  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 &#147;1934 Act&#148;), 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. </FONT></P>
  
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                 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                 <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                 The registrant&#146;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&#146;s fiscal year ended April 30, 2002; </FONT></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
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                 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                 <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                 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; </FONT></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
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                 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                 <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                 The description of the registrant&#146;s Common Stock which is contained in the
                 registrant&#146;s Registration Statement on Form 8-C dated August 6, 1969, the
                 description of the registrant&#146;s Common Stock contained in the prospectus
                 which is a part of the registrant&#146;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. </FONT></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
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  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4. <U>DESCRIPTION OF
  SECURITIES</U>. </FONT></P>
  
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  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>
  
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  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5.
  <U>INTERESTS OF NAMED EXPERTS AND COUNSEL</U>. </FONT></TD>
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  <BR>
  
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  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Senior Vice President and General
  Counsel of the registrant. </FONT></P>
  
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  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6.
  <U>INDEMNIFICATION OF DIRECTORS AND OFFICERS</U>. </FONT></TD>
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  <BR>
  
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  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
  351.355 of the General and Business Corporation Law of Missouri provides as follows: </FONT></P>
  
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;351.355.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 or she 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&#146; fees, judgments, fines and amounts paid in settlement
                 actually and reasonably incurred by him in connection with such action, suit or
                 proceeding if he or she acted in good faith and in a manner he or she 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 or her 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 or she 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 or her conduct was unlawful. </FONT></P></TD>
                 </TR>
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                 <BR>
  
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 or she 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&#146;
                 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 or she
                 acted in good faith and in a manner he or she 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 or her 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 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. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 Except as otherwise provided in the articles of incorporation or the bylaws, 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 or she shall be indemnified against
                 expenses, including attorneys&#146; fees, actually and reasonably incurred by
                 him in connection with the action, suit or proceeding. </FONT></P></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 or she 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. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 or she is entitled to be indemnified by the corporation as
                 authorized in this section. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 or her
                 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. </FONT></P></TD>
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                 </TABLE>
                 <BR>
  
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 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&#146;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. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 or her status as such, whether or not the
                 corporation would have the power to indemnify him against such liability under
                 the provisions of this section. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 For the purpose of this section, references to &#145;the corporation&#146;
                 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 or
                 she would if he or she had served the resulting or surviving corporation in the
                 same capacity. </FONT></P></TD>
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                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&#147;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 For purposes of this section, the term &#145;other enterprise&#146; shall
                 include employee benefit plans; the term &#145;fines&#146; shall include any
                 excise taxes assessed on a person with respect to an employee benefit plan; and
                 the term &#145;serving at the request of the corporation&#146; 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 or she
                 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 &#145;not
                 opposed to the best interests of the corporation&#146; as referred to in this
                 section.&#148; </FONT></P></TD>
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                 <BR>
  
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  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
  23 of the registrant&#146;s current Amended and Restated Bylaws, as amended
  (&#147;Bylaws&#148;) 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&#146;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&#146;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&#146;s or officer&#146;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&#146;s or officer&#146;s purchase and sale or sale and purchase
  of the registrant&#146;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&#146;s Bylaws are filed as Exhibit&nbsp;3.1 to the
  registrant&#146;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. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Item 7.
  <U>EXEMPTION FROM REGISTRATION CLAIMED</U>. </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
  restricted securities are to be reoffered or resold pursuant to this Registration
  Statement and, therefore, no exemption from registration is claimed. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. <U>EXHIBITS</U>. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  exhibits filed as part of the Registration Statement are as follows: </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1  </FONT></TD>
  <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restated
  Articles of Incorporation of H&R Block,  Inc., as amended,  filed as Exhibit 3.2 to the
  Company's          quarterly  report  on Form  10-Q  for the  quarter  ended  October
   31,  2001,  file  number  1-6089,  are          incorporated herein by reference. </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
  
  
  <!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2  </FONT></TD>
  <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=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. </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5  </FONT></TD>
  <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion
  of counsel as to the legality of the securities being registered and the consent of such
  counsel. </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23 </FONT></TD>
  <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The
  consent of PricewaterhouseCoopers LLP, Certified Public Accountants (the consent of
  counsel is contained in the opinion filed as Exhibit 5 hereto).  </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. <U>UNDERTAKINGS</U>. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
            <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
                 <TR VALIGN=TOP>
                 <TD ALIGN=RIGHT WIDTH=3%></TD>
                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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: </FONT></P></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
            <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
                 <TR VALIGN=TOP>
                 <TD ALIGN=RIGHT WIDTH=3%></TD>
                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 to include any prospectus required by Section 10(a)(3) of the Securities Act of
                 1933; </FONT></P></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
            <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
                 <TR VALIGN=TOP>
                 <TD ALIGN=RIGHT WIDTH=3%></TD>
                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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 </FONT></P></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
            <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
                 <TR VALIGN=TOP>
                 <TD ALIGN=RIGHT WIDTH=3%></TD>
                 <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                 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; </FONT></P></TD>
                 </TR>
                 </TABLE>
                 <BR>
  
  <!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
  <TD ALIGN=RIGHT WIDTH=3%></TD>
  <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          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.  </FONT></P></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
  <TD ALIGN=RIGHT WIDTH=3%></TD>
  <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          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.  </FONT></P></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
  <TD ALIGN=RIGHT WIDTH=3%></TD>
  <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          The
  undersigned registrant hereby undertakes that, for purposes of determining           any
  liability under the Securities Act of 1933, each filing of the           registrant&#146;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&#146;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.  </FONT></P></TD>
  </TR>
  </TABLE>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
  <TD ALIGN=RIGHT WIDTH=3%></TD>
  <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          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.  </FONT></P></TD>
  </TR>
  </TABLE>
  <BR>
  
  
  <PAGE>
  
  
  
  
  
  <!-- MARKER FORMAT-SHEET="Head Center Underline-TNR" FSL="Workstation" -->
  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>SIGNATURES </U></FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>The
  Registrant</U>. 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 30<SUP>th</SUP> day of June, 2003. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
  <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
  <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>H&R BLOCK, INC.</B><BR><BR>
  <BR>BY: /S/ Mark A. Ernst<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
  Mark A. Ernst<BR>Chairman of the Board, President and Chief Executive Officer</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  
  
  
  
  <!-- MARKER FORMAT-SHEET="Center Rule" FSL="Default" -->
       <P ALIGN=CENTER>_________________ </P>
  
  <!-- MARKER FORMAT-SHEET="Head Center Underline-TNR" FSL="Workstation" -->
  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>POWER OF ATTORNEY </U></FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
  ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
  appoints Mark A. Ernst and James H. Ingraham, or either one 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) 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. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Center Rule" FSL="Default" -->
       <P ALIGN=CENTER>_________________ </P>
  
  
  <PAGE>
  
  
  
  <!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH="100%" CELLSPACING="0" CELLPADDING="0">
  <TR VALIGN=TOP>
  <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  <TD WIDTH="35%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>Signature
  </U></FONT></TD>
  <TD WIDTH="35%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>Title</U> </FONT></TD>
  <TD WIDTH="25%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>Date Signed</U> </FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH="100%" CELLSPACING="0" CELLPADDING="0">
  <TR VALIGN=TOP>
  <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH="35%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mark A. Ernst
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Mark A. Ernst</FONT></TD>
  <TD WIDTH="35%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chairman of the Board,
  <BR>President and Chief Executive Officer
  <BR>(principal executive officer)</FONT></TD>
  <TD WIDTH="25%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/30/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH="100%" CELLSPACING="0" CELLPADDING="0">
  <TR VALIGN=TOP>
  <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
  <TD WIDTH="35%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>G. Kenneth Baum</FONT></TD>
  <TD WIDTH="35%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH="25%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH="100%" CELLSPACING="0" CELLPADDING="0">
  <TR VALIGN=TOP>
  <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH="35%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Thomas M. Bloch
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Thomas M. Bloch</FONT></TD>
  <TD WIDTH="35%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH="25%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/26/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Donna R. Ecton
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Donna R. Ecton</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/27/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Henry F. Frigon
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Henry F. Frigon</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/26/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Roger W. Hale
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Roger W. Hale</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/29/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Tom Decker Seip</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Louis W. Smith
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Louis W. Smith</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/27/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
  <TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Rayford Wilkins, Jr.
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Rayford Wilkins, Jr.</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/26/03</FONT></TD>
  </TR>
  </TABLE>
  <BR>
  <BR>
  
  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
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  <TR VALIGN=TOP>
  <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/S/ </FONT></TD>
  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Frank J. Cotroneo
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Frank J. Cotroneo</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Senior Vice President and Chief Financial Officer
  <BR>(principal financial officer)</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/30/03</FONT></TD>
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  <!-- MARKER FORMAT-SHEET="Signature 3 Col w/tags" FSL="Workstation" -->
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  <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Melanie K. Horstmeier
  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Melanie K. Horstmeier</FONT></TD>
  <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Vice President and Corporate Controller
  <BR>(controller)</FONT></TD>
  <TD WIDTH=25% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6/30/03</FONT></TD>
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metadata_filer: {"company-data": {"conformed-name": "H&R BLOCK INC", "cik": "0000012659", "assigned-sic": "7200", "irs-number": "440607856", "state-of-incorporation": "MO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106710", "film-number": "03768242"}, "business-address": {"street1": "4400 MAIN ST", "city": "KANSAS CITY", "state": "MO", "zip": "64111", "phone": "8167536900"}, "mail-address": {"street1": "4410 MAIN STREET", "city": "KANSAS CITY", "state": "MO", "zip": "64111"}}
text: 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)
  2003 LONG-TERM
  EXECUTIVE COMPENSATION PLAN
  (Full Title of Plan)
  James H. Ingraham
  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
  Title of
  securities to be
  registered
  Amount
  to be
  registered
  (1)
  Proposed
  maximum
  offering
  price
  per share
  (2)
  Proposed
  maximum
  aggregate
  offering
  price
  (2)
  Amount of
  registration
  fee
  (2)
  Common Stock, without
  par value
  5,000,000
  $ 42.25
  (3)
  $211,250,000
  $17,090.13
  Total
  5,000,000
  $211,250,000
  $17,090.13
  (1)    
  Plus such additional indeterminate number of shares as may be issuable pursuant
  to the anti-dilution provisions of the registrant's 2003 Long-Term
  Executive Compensation Plan.
  (2)    Calculated in accordance with the provisions of Rule 457(h)(1) pertaining to employee stock option plans.
  (3)    Estimated pursuant to Rule 457(c) and (h), and based on the average of the high and low prices on June 26, 2003,
  as reported by the New York Stock Exchange.
  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, 2002;
  (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 Senior Vice President and General
  Counsel of the registrant.
  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 or she 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 or she acted in good faith and in a manner he or she 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 or her 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 or she 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 or her 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 or she 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 or she
                 acted in good faith and in a manner he or she 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 or her 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 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.       
                 Except as otherwise provided in the articles of incorporation or the bylaws, 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 or she 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 or she 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 or she 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 or her
                 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 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 or her 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 or
                 she would if he or she had served the resulting or surviving corporation in the
                 same capacity.
  "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 or she
                 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 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 3.2 to the
  Company's          quarterly  report  on Form  10-Q  for the  quarter  ended  October
   31,  2001,  file  number  1-6089,  are          incorporated herein 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.
  (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.
  (5)                        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.
  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 30
  th
  day of June, 2003.
  H&R BLOCK, INC.
  BY: /S/ Mark A. Ernst
  ——————————————
  Mark A. Ernst
  Chairman of the Board, 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 and James H. Ingraham, or either one 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) 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.
  _________________
  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 Signed
  /S/
  Mark A. Ernst
  ——————————
  Mark A. Ernst
  Chairman of the Board,
  President and Chief Executive Officer
  (principal executive officer)
  6/30/03
  ——————————
  G. Kenneth Baum
  Director
  /S/
  Thomas M. Bloch
  ——————————
  Thomas M. Bloch
  Director
  6/26/03
  /S/
  Donna R. Ecton
  ——————————
  Donna R. Ecton
  Director
  6/27/03
  /S/
  Henry F. Frigon
  ——————————
  Henry F. Frigon
  Director
  6/26/03
  /S/
  Roger W. Hale
  ——————————
  Roger W. Hale
  Director
  6/29/03
  ——————————
  Tom Decker Seip
  Director
  /S/
  Louis W. Smith
  ——————————
  Louis W. Smith
  Director
  6/27/03
  /S/
  Rayford Wilkins, Jr.
  ——————————
  Rayford Wilkins, Jr.
  Director
  6/26/03
  /S/
  Frank J. Cotroneo
  ——————————
  Frank J. Cotroneo
  Senior Vice President and Chief Financial Officer
  (principal financial officer)
  6/30/03
  /S/
  Melanie K. Horstmeier
  ——————————
  Melanie K. Horstmeier
  Vice President and Corporate Controller
  (controller)
  6/30/03