<PAGE>
                                                 File No. 33-
                                                          -------

               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.)

                         4410 Main Street
                    Kansas City, Missouri 64111
               (Address of Principal Executive Offices)

               SPRY, INC. 1995 STOCK OPTION PLAN
                       (Full Title of Plan)

                    James H. Ingraham, Secretary
                         H&R Block, Inc.
                         4410 Main Street
                    Kansas City, Missouri 64111
                         816-753-6900
      (Name, address, and telephone number of agent for service)

                    CALCULATION OF REGISTRATION FEE

                                 Proposed        Proposed
Title of                         maximum         maximum     
securities      Amount           offering        aggregate     Amount of
to be           to be            price           offering      registration
registered      registered<F1>   per share<F2>   price<F2>     fee<F2>

Delayed         25,152           $ 9.54          $239,950.08   $ 82.74
Convertible     26,676           $19.08          $508,978.08   $175.51
Preferred       ______                           __________    _______
Stock, without
par value

TOTAL           51,828                           $748,928.16   $258.25
                ======                           ===========   =======

<F1> Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the Spry, Inc. 1995 Stock
Option Plan.

<F2> Calculated in accordance with the provisions of Rule 457 (h)(1)
pertaining to employee stock option plans using the price at which the
options may be exercised.

Approximate date of proposed commencement of sales pursuant to the Plan: 
Upon exercise of stock options after the effective date of this
Registration Statement.

<PAGE>
                       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 "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 Act which contains, either
          directly or by incorporation by reference, audited financial
          statements for the registrant's fiscal year ended April 30,
          1995; and

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


Item 4.   DESCRIPTION OF SECURITIES.

          The Spry, Inc. 1995 Stock Option Plan (the "Plan") provides
that the aggregate number of shares of the common stock of Spry, Inc.
("Spry") that could be delivered upon the exercise of all options granted
thereunder shall not exceed 184,821 as such common stock was constituted on
the effective date of the Plan.  Effective April 4, 1995, a subsidiary of
the registrant acquired the outstanding capital stock of Spry through a
merger (the "Merger").  As a result of the Merger, outstanding options to
purchase Spry common stock were converted on April 4, 1995, to options to
purchase 51,828 shares of the registrant's Delayed Convertible Preferred
Stock.  The 51,828 shares of the registrant's Delayed Convertible Preferred
Stock represent the total amount of securities to be offered pursuant to
the Plan.

     Pursuant to Article Three of the Amended and Restated Articles of
Incorporation of the registrant, the Board of Directors of the registrant
on March 8, 1995, authorized the issuance of a series of Preferred Stock to
consist of 500,000 shares and to be designated as "Delayed Convertible
Preferred Stock," and fixed the powers, designation, preferences and
relative, participating, optional and other rights of the Delayed
Convertible Preferred Stock, and the qualifications, limitations and
restrictions thereof.

     The Delayed Convertible Preferred Stock is Preferred Stock, without
par value and each share of Delayed Convertible Preferred Stock ranks
equally in all respects.  The holders of Delayed Convertible Preferred
Stock have no voting power whatsoever and no holder of Delayed Convertible
Preferred Stock shall vote on or otherwise participate in any proceedings
in which actions shall be taken by the registrant or the shareholders
thereof or be entitled to notification of any meeting of the Board of
Directors of the registrant or its shareholders.

<PAGE>
     The holders of Delayed Convertible Preferred Stock shall not be
entitled to receive any dividends payable in cash, property or securities. 
No holder of shares of Delayed Convertible Preferred Stock is entitled, as
a matter of right, to purchase or subscribe for any shares of stock of the
registrant of any class, whether now or hereafter authorized, or whether
issued for cash, property, or services, or as a dividend or otherwise, or
to purchase or subscribe for any obligations, bonds, notes, debentures,
other securities or stock convertible into shares of stock of the
corporation of any class, or carrying or evidencing any right to purchase
any such shares.

     Any shares of Delayed Convertible Preferred Stock issued by the
registrant may not be transferred, assigned, pledged, or hypothecated in
any way by the holders of such shares, except upon death by will or the
laws of descent and distribution, PROVIDED, HOWEVER, that the registrant
has the right to repurchase any such shares in the event the holder thereof
is a party to a Stock Purchase Agreement executed in accordance with the
Merger and such holder ceases to be employed by the registrant for certain
reasons (not including death, disability or termination by the registrant
without cause) prior to April 5, 1998, as provided in such Stock Purchase
Agreement.  The right to repurchase does not apply to shares of Delayed
Convertible Preferred Stock purchased pursuant to the exercise of stock
options granted under the Plan.  There is no established public trading
market for the Delayed Convertible Preferred Stock.  

     Effective April 5, 1998, the holders of shares of the Delayed
Convertible Preferred Stock have the right to convert each such share into
four fully paid and nonassessable shares of Common Stock, without par
value, of the registrant ("Common Stock"), subject to adjustment as
described below (the "Conversion Ratio").  In order to exercise the
conversion right, the holder of the shares of Delayed Convertible Preferred
Stock must surrender the certificate or certificates representing such
shares for conversion to an agent designated by the registrant (the
"Agent"), and give written notice to the Agent that the holder elects to
convert a specified portion or all of such shares of Delayed Convertible
Preferred Stock.  The certificate or certificates so surrendered must be
duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Agent duly executed by, the record holder or duly
authorized attorney.  Any certificate for Common Stock issuable upon
conversion of Delayed Convertible Preferred Stock, together with any
certificate for Delayed Convertible Preferred Stock representing the number
of unconverted shares, if any, shall be issued in the same name as the
record holder of the certificate for Delayed Convertible Preferred Stock
tendered for conversion. The conversion shall be deemed to have been
effected on the date on which the Agent shall have received the certificate
or certificates representing the shares of Delayed Convertible Preferred
Stock surrendered for conversion, accompanied by the aforementioned notice.

     The registrant shall not be required to issue fractional shares of
Delayed Convertible Preferred Stock or of Common Stock or scrip upon
conversion of shares of Delayed Convertible Preferred Stock.  If
certificates representing more than one share of Delayed Convertible
Preferred Stock are surrendered for conversion at one time by the same
holder, the number of all shares issuable by the registrant upon conversion
thereof shall be computed on the basis of the aggregate number of shares of
Delayed Convertible Preferred Stock surrendered for conversion.

<PAGE>
     If the registrant (i) declares a dividend in shares of its Common
Stock, or makes a distribution on its Common Shares in shares of its Common
Stock, (ii) subdivides its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iii) combines its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or
(iv) makes any other change affecting the Common Stock as a class without
receipt of consideration, the Conversion Ratio shall be adjusted to the
extent necessary to prevent dilution or enlargement of the conversion
rights granted to holders of the Delayed Convertible Preferred Stock.

     If the registrant shall merge or consolidate with another corporation
or entity and the registrant is not the surviving entity thereof, the
Delayed Convertible Preferred Stock will become convertible into the type
and number of shares of the surviving entity or property (including cash)
in the same manner as the Common Stock of the registrant, but otherwise
subject to the same terms and conditions described above.

     All shares of Common Stock that may be issued upon conversion of the
Delayed Convertible Preferred Stock will, upon the issuance thereof, be
fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

     In the event of any dissolution, liquidation or winding-up of the
registrant, whether voluntary or involuntary, the holders of all of the
shares of Delayed Convertible Preferred Stock then outstanding shall be
entitled to share ratably with the holders of all of the shares of Common
Stock then outstanding in the assets of the registrant remaining after any
distribution or payments are made to the holders of any class or series of
stock of the registrant with preference over the Common Stock.  The
consolidation or merger of the registrant into or with any other
corporation, the sale or transfer by the registrant of all or any part of
its assets, or the reduction of the capital stock of the registrant shall
not be deemed to be a liquidation, dissolution or winding-up of the
registrant within the meaning of the preceding sentence.

     The registrant's Shareholder Rights Plan, Articles of Incorporation
and Bylaws contain provisions that could have the effect of delaying,
deferring or preventing a change of control of the registrant.

     The registrant has a Shareholder Rights Plan intended to deter
coercive or unfair takeover tactics and to prevent a potential acquiror
from gaining control of the registrant without offering a fair price to all
of the registrant's stockholders.  Under the Shareholder Rights Plan,
adopted in 1988 and amended in 1990, 1991 and 1995, one Right has attached
to each share of Common Stock.  Each Right becomes exercisable when a
person or group acquires beneficial ownership of 10% or more of the
outstanding Common Stock without the prior written approval of the Board of
Directors (an "Unapproved Acquisition"), and 10 business days following the
commencement of a tender offer not approved by the Board.  At such time,
the Rights held by the acquiror become void and the remaining holders of
Rights have the rights hereafter described.  When exercisable, the holder
of each Right may purchase from the registrant 1/200 of a share of a class
of Participating Preferred Stock at an exercise price of $60.00, subject to
adjustment.  At such time, the holder of each Right also has the right to
purchase for the exercise price a number of shares of the registrant's
Common Stock having a market price equal to twice the exercise price.  If
an Unapproved Acquisition takes place and the registrant is involved in a
merger, or 50% or more of the registrant's assets or earning power are
sold, the holder of each Right has the right to purchase for the exercise
price a number of shares of the common stock of the surviving or purchasing
company having a market value equal to twice the exercise price.

<PAGE>    
     After an Unapproved Acquisition, but before the acquiring person or
group acquires 50% or more of the outstanding shares, the Board of
Directors may exchange all or part of the then outstanding and exercisable
Rights for Common Stock at an exchange ratio of one share of Common Stock
per Right.  The registrant may redeem the Rights at a price of $.005 per
Right at any time prior to an Unapproved Acquisition.  The Rights expire on
July 25, 1998, unless extended by the Board of Directors.

     The registrant's Articles of Incorporation also contain provisions
designed to apply in the event of takeover attempts.  Certain business
transactions between the registrant and a person or entity owning more than
15% of the registrant's outstanding voting stock (including mergers,
consolidations, and sales or exchanges of more than 20% of the assets of
the registrant) require approval of the holders of 80% of the registrant's
outstanding voting stock, except when the business transaction receives the
approval of 2/3 of the directors.  The Articles authorize the issuance of
up to 6,000,000  shares of Preferred Stock (including the Delayed
Convertible Preferred Stock and the Participating Preferred Stock) on such
terms as may be determined by the Board.  The Articles provide for a
classified board of directors in order to extend the time necessary to
elect a majority of the Board.  Cumulative voting in the election of
directors is not permitted.  The entire Board may not be removed except by
the affirmative vote of 80% of the stock of the registrant.  Shareholders'
meetings may be called only by the holders of at least 80% of the stock of
the registrant, a majority of the Board of Directors, the Chairman of the
Board or the President.  The foregoing Article provisions may not be
amended or repealed except upon the approval of 80% of the stock of the
registrant, unless at least 80% of the members of the Board recommend such
a change.

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 Assistant Vice President,
Legal and Secretary 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 is or was a director,
     officer, employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust or
     other enterprise, against expenses, including attorneys' fees,
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit or
     proceeding if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful.  The
<PAGE>    
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person
     did not act in good faith and in a manner which he reasonably believed 
     to be in or not opposed to the best interests of the corporation, and, 
     with respect to any criminal action or proceeding, had reasonable cause
     to believe that his conduct was unlawful.  

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

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

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

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

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

          "7.  A corporation created under the laws of this state shall
     have the power to give any further indemnity, in addition to the
     indemnity authorized or contemplated under other subsections of this
     section, including subsection 6, to 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 hereof
     or (ii) is authorized, directed or provided for in any bylaw or
     agreement of the corporation which has been adopted by a vote of the
     shareholders of the corporation, and provided further that no such
     indemnity shall indemnify any person from or on account of such
     person's conduct which was finally adjudged to have been knowingly
     fraudulent, deliberately dishonest or willful misconduct.  Nothing in
     this subsection shall be deemed to limit the power of the corporation
     under subsection 6 of this section to enact bylaws or to enter into
     agreements without shareholder adoption of the same.

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

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

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

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

          Section 23 of the registrant's current 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
Securities Exchange Act of 1934 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(b) to the registrant's annual
report on Form 10-K for the fiscal year ended April 30, 1995, 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(a) Restated Articles of Incorporation of H&R Block, Inc., as amended,
     filed as Exhibit 4(a) to the registrant's quarterly report on Form
     10-Q for the quarter ended October 31, 1991, are incorporated by
     reference.

<PAGE>
4(b) Bylaws of H&R Block, Inc., as amended, filed as Exhibit 3(b) to the
     registrant's annual report on Form 10-K for the fiscal year ended
     April 30, 1995, are incorporated by reference.

4(c) Conformed copy of Rights Agreement dated as of July 14, 1988, between
     H&R Block, Inc., and Centerre Trust Company of St. Louis, filed as
     Exhibit 4(c) to the registrant's Registration Statement on Form S-8
     (File No. 33-67170), is incorporated by reference.

4(e) Copy of Amendment to Rights Agreement dated as of May 9, 1990,
     between H&R Block, Inc., and Boatmen's Trust Company, filed as
     Exhibit 4(b) to the registrant's annual report on Form 10-K for the
     fiscal year ended April 30, 1995, is incorporated by reference.

4(f) Copy of Second Amendment to Rights Agreement dated September 11,
     1991, between H&R Block, Inc., and Boatmen's Trust Company, filed as
     Exhibit 4(c) to the registrant's annual report on Form 10-K for the
     fiscal year ended April 30, 1995, is incorporated by reference.

4(g) Copy of Third Amendment to Rights Agreement dated May 10, 1995,
     between H&R Block, Inc. and Boatmen's Trust Company, filed as Exhibit
     4(d) to the registrant's annual report on Form 10-K for the fiscal
     year ended April 30, 1995, is incorporated by reference.

4(h) Form of Certificate of Designation, Preferences and Rights of
     Participating Preferred Stock of H&R Block, Inc., filed as Exhibit
     4(e) to the registrant's annual report on Form 10-K for the fiscal
     year ended April 30, 1995, is incorporated by reference.

4(i) Form of Certificate of Designation, Preferences and Rights of Delayed
     Convertible Preferred Stock of H&R Block, Inc., filed as Exhibit 4(f)
     to the registrant's annual report on Form 10-K for the fiscal year
     ended April 30, 1995, is 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 Deloitte & Touche LLP, Certified Public Accountants
     (the consent of counsel is contained in the opinion filed as Exhibit
     5 hereto).

99   Spry, Inc. 1995 Stock Option Plan.

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 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.

          (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.

<PAGE>
          (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)  If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.

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

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

<PAGE>
                          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  31st  day of October, 1995.
                            ----         -------

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



                                  By/s/ Richard H. Brown       
                                    ----------------------------
                                    Richard H. Brown, President
                                    and Chief Executive Officer


    


                          POWER OF ATTORNEY

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

<PAGE>
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                Title                 Date

/s/ Richard H. Brown      President, Chief        10-31-95      
- ----------------------    Executive Offi-         --------
Richard H. Brown          cer and Direc-
                          tor (principal
                          executive officer)

/s/ G. Kenneth Baum       Director                10-23-95      
- ----------------------                            --------
G. Kenneth Baum


/s/ Henry W. Bloch        Director                10-30-95      
- ----------------------                            --------
Henry W. Bloch


/s/ Robert E. Davis       Director                10-23-95      
- ----------------------                            --------
Robert E. Davis


/s/ Donna R. Ecton        Director                10-23-95      
- ----------------------                            --------
Donna R. Ecton


/s/ Henry F. Frigon       Director                10-25-95      
- ----------------------                            --------
Henry F. Frigon


/s/ Roger W. Hale         Director                10-23-95      
- ----------------------                            --------
Roger W. Hale


/s/ Marvin L. Rich        Director                10-23-95      
- ----------------------                            --------
Marvin L. Rich


/s/ Frank L. Salizzoni    Director                10-25-95      
- ----------------------                            --------  
Frank L. Salizzoni


/s/ Morton I. Sosland     Director                10-28-95      
- ----------------------                            --------
Morton I. Sosland


/s/ Ozzie Wenich          Vice President,         10-31-95      
- ----------------------    Finance and             --------
Ozzie Wenich              Treasurer (prin-
                          cipal financial
                          and accounting
                          officer)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 37625}]
{"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": "033-64147", "film-number": "95589973"}, "business-address": {"street1": "4410 MAIN ST", "city": "KANSAS CITY", "state": "MO", "zip": "64111", "phone": "8167536900"}, "mail-address": {"street1": "4410 MAIN STREET", "city": "KANSAS CITY", "state": "MO", "zip": "64111"}}
File No. 33-
                                                          -------

               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.)

                         4410 Main Street
                    Kansas City, Missouri 64111
               (Address of Principal Executive Offices)

               SPRY, INC. 1995 STOCK OPTION PLAN
                       (Full Title of Plan)

                    James H. Ingraham, Secretary
                         H&R Block, Inc.
                         4410 Main Street
                    Kansas City, Missouri 64111
                         816-753-6900
      (Name, address, and telephone number of agent for service)

                    CALCULATION OF REGISTRATION FEE

                                 Proposed        Proposed
Title of                         maximum         maximum     
securities      Amount           offering        aggregate     Amount of
to be           to be            price           offering      registration
registered      registered
per share
price
fee
Delayed         25,152           $ 9.54          $239,950.08   $ 82.74
Convertible     26,676           $19.08          $508,978.08   $175.51
Preferred       ______                           __________    _______
Stock, without
par value

TOTAL           51,828                           $748,928.16   $258.25
                ======                           ===========   =======
Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the Spry, Inc. 1995 Stock
Option Plan.
Calculated in accordance with the provisions of Rule 457 (h)(1)
pertaining to employee stock option plans using the price at which the
options may be exercised.

Approximate date of proposed commencement of sales pursuant to the Plan: 
Upon exercise of stock options after the effective date of this
Registration Statement.
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 "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 Act which contains, either
          directly or by incorporation by reference, audited financial
          statements for the registrant's fiscal year ended April 30,
          1995; and

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

Item 4.   DESCRIPTION OF SECURITIES.

          The Spry, Inc. 1995 Stock Option Plan (the "Plan") provides
that the aggregate number of shares of the common stock of Spry, Inc.
("Spry") that could be delivered upon the exercise of all options granted
thereunder shall not exceed 184,821 as such common stock was constituted on
the effective date of the Plan.  Effective April 4, 1995, a subsidiary of
the registrant acquired the outstanding capital stock of Spry through a
merger (the "Merger").  As a result of the Merger, outstanding options to
purchase Spry common stock were converted on April 4, 1995, to options to
purchase 51,828 shares of the registrant's Delayed Convertible Preferred
Stock.  The 51,828 shares of the registrant's Delayed Convertible Preferred
Stock represent the total amount of securities to be offered pursuant to
the Plan.

     Pursuant to Article Three of the Amended and Restated Articles of
Incorporation of the registrant, the Board of Directors of the registrant
on March 8, 1995, authorized the issuance of a series of Preferred Stock to
consist of 500,000 shares and to be designated as "Delayed Convertible
Preferred Stock," and fixed the powers, designation, preferences and
relative, participating, optional and other rights of the Delayed
Convertible Preferred Stock, and the qualifications, limitations and
restrictions thereof.

     The Delayed Convertible Preferred Stock is Preferred Stock, without
par value and each share of Delayed Convertible Preferred Stock ranks
equally in all respects.  The holders of Delayed Convertible Preferred
Stock have no voting power whatsoever and no holder of Delayed Convertible
Preferred Stock shall vote on or otherwise participate in any proceedings
in which actions shall be taken by the registrant or the shareholders
thereof or be entitled to notification of any meeting of the Board of
Directors of the registrant or its shareholders.
The holders of Delayed Convertible Preferred Stock shall not be
entitled to receive any dividends payable in cash, property or securities. 
No holder of shares of Delayed Convertible Preferred Stock is entitled, as
a matter of right, to purchase or subscribe for any shares of stock of the
registrant of any class, whether now or hereafter authorized, or whether
issued for cash, property, or services, or as a dividend or otherwise, or
to purchase or subscribe for any obligations, bonds, notes, debentures,
other securities or stock convertible into shares of stock of the
corporation of any class, or carrying or evidencing any right to purchase
any such shares.

     Any shares of Delayed Convertible Preferred Stock issued by the
registrant may not be transferred, assigned, pledged, or hypothecated in
any way by the holders of such shares, except upon death by will or the
laws of descent and distribution, PROVIDED, HOWEVER, that the registrant
has the right to repurchase any such shares in the event the holder thereof
is a party to a Stock Purchase Agreement executed in accordance with the
Merger and such holder ceases to be employed by the registrant for certain
reasons (not including death, disability or termination by the registrant
without cause) prior to April 5, 1998, as provided in such Stock Purchase
Agreement.  The right to repurchase does not apply to shares of Delayed
Convertible Preferred Stock purchased pursuant to the exercise of stock
options granted under the Plan.  There is no established public trading
market for the Delayed Convertible Preferred Stock.  

     Effective April 5, 1998, the holders of shares of the Delayed
Convertible Preferred Stock have the right to convert each such share into
four fully paid and nonassessable shares of Common Stock, without par
value, of the registrant ("Common Stock"), subject to adjustment as
described below (the "Conversion Ratio").  In order to exercise the
conversion right, the holder of the shares of Delayed Convertible Preferred
Stock must surrender the certificate or certificates representing such
shares for conversion to an agent designated by the registrant (the
"Agent"), and give written notice to the Agent that the holder elects to
convert a specified portion or all of such shares of Delayed Convertible
Preferred Stock.  The certificate or certificates so surrendered must be
duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Agent duly executed by, the record holder or duly
authorized attorney.  Any certificate for Common Stock issuable upon
conversion of Delayed Convertible Preferred Stock, together with any
certificate for Delayed Convertible Preferred Stock representing the number
of unconverted shares, if any, shall be issued in the same name as the
record holder of the certificate for Delayed Convertible Preferred Stock
tendered for conversion. The conversion shall be deemed to have been
effected on the date on which the Agent shall have received the certificate
or certificates representing the shares of Delayed Convertible Preferred
Stock surrendered for conversion, accompanied by the aforementioned notice.

     The registrant shall not be required to issue fractional shares of
Delayed Convertible Preferred Stock or of Common Stock or scrip upon
conversion of shares of Delayed Convertible Preferred Stock.  If
certificates representing more than one share of Delayed Convertible
Preferred Stock are surrendered for conversion at one time by the same
holder, the number of all shares issuable by the registrant upon conversion
thereof shall be computed on the basis of the aggregate number of shares of
Delayed Convertible Preferred Stock surrendered for conversion.
If the registrant (i) declares a dividend in shares of its Common
Stock, or makes a distribution on its Common Shares in shares of its Common
Stock, (ii) subdivides its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iii) combines its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or
(iv) makes any other change affecting the Common Stock as a class without
receipt of consideration, the Conversion Ratio shall be adjusted to the
extent necessary to prevent dilution or enlargement of the conversion
rights granted to holders of the Delayed Convertible Preferred Stock.

     If the registrant shall merge or consolidate with another corporation
or entity and the registrant is not the surviving entity thereof, the
Delayed Convertible Preferred Stock will become convertible into the type
and number of shares of the surviving entity or property (including cash)
in the same manner as the Common Stock of the registrant, but otherwise
subject to the same terms and conditions described above.

     All shares of Common Stock that may be issued upon conversion of the
Delayed Convertible Preferred Stock will, upon the issuance thereof, be
fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

     In the event of any dissolution, liquidation or winding-up of the
registrant, whether voluntary or involuntary, the holders of all of the
shares of Delayed Convertible Preferred Stock then outstanding shall be
entitled to share ratably with the holders of all of the shares of Common
Stock then outstanding in the assets of the registrant remaining after any
distribution or payments are made to the holders of any class or series of
stock of the registrant with preference over the Common Stock.  The
consolidation or merger of the registrant into or with any other
corporation, the sale or transfer by the registrant of all or any part of
its assets, or the reduction of the capital stock of the registrant shall
not be deemed to be a liquidation, dissolution or winding-up of the
registrant within the meaning of the preceding sentence.

     The registrant's Shareholder Rights Plan, Articles of Incorporation
and Bylaws contain provisions that could have the effect of delaying,
deferring or preventing a change of control of the registrant.

     The registrant has a Shareholder Rights Plan intended to deter
coercive or unfair takeover tactics and to prevent a potential acquiror
from gaining control of the registrant without offering a fair price to all
of the registrant's stockholders.  Under the Shareholder Rights Plan,
adopted in 1988 and amended in 1990, 1991 and 1995, one Right has attached
to each share of Common Stock.  Each Right becomes exercisable when a
person or group acquires beneficial ownership of 10% or more of the
outstanding Common Stock without the prior written approval of the Board of
Directors (an "Unapproved Acquisition"), and 10 business days following the
commencement of a tender offer not approved by the Board.  At such time,
the Rights held by the acquiror become void and the remaining holders of
Rights have the rights hereafter described.  When exercisable, the holder
of each Right may purchase from the registrant 1/200 of a share of a class
of Participating Preferred Stock at an exercise price of $60.00, subject to
adjustment.  At such time, the holder of each Right also has the right to
purchase for the exercise price a number of shares of the registrant's
Common Stock having a market price equal to twice the exercise price.  If
an Unapproved Acquisition takes place and the registrant is involved in a
merger, or 50% or more of the registrant's assets or earning power are
sold, the holder of each Right has the right to purchase for the exercise
price a number of shares of the common stock of the surviving or purchasing
company having a market value equal to twice the exercise price.
After an Unapproved Acquisition, but before the acquiring person or
group acquires 50% or more of the outstanding shares, the Board of
Directors may exchange all or part of the then outstanding and exercisable
Rights for Common Stock at an exchange ratio of one share of Common Stock
per Right.  The registrant may redeem the Rights at a price of $.005 per
Right at any time prior to an Unapproved Acquisition.  The Rights expire on
July 25, 1998, unless extended by the Board of Directors.

     The registrant's Articles of Incorporation also contain provisions
designed to apply in the event of takeover attempts.  Certain business
transactions between the registrant and a person or entity owning more than
15% of the registrant's outstanding voting stock (including mergers,
consolidations, and sales or exchanges of more than 20% of the assets of
the registrant) require approval of the holders of 80% of the registrant's
outstanding voting stock, except when the business transaction receives the
approval of 2/3 of the directors.  The Articles authorize the issuance of
up to 6,000,000  shares of Preferred Stock (including the Delayed
Convertible Preferred Stock and the Participating Preferred Stock) on such
terms as may be determined by the Board.  The Articles provide for a
classified board of directors in order to extend the time necessary to
elect a majority of the Board.  Cumulative voting in the election of
directors is not permitted.  The entire Board may not be removed except by
the affirmative vote of 80% of the stock of the registrant.  Shareholders'
meetings may be called only by the holders of at least 80% of the stock of
the registrant, a majority of the Board of Directors, the Chairman of the
Board or the President.  The foregoing Article provisions may not be
amended or repealed except upon the approval of 80% of the stock of the
registrant, unless at least 80% of the members of the Board recommend such
a change.

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 Assistant Vice President,
Legal and Secretary 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 is or was a director,
     officer, employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust or
     other enterprise, against expenses, including attorneys' fees,
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit or
     proceeding if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person
     did not act in good faith and in a manner which he reasonably believed 
     to be in or not opposed to the best interests of the corporation, and, 
     with respect to any criminal action or proceeding, had reasonable cause
     to believe that his conduct was unlawful.  

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

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

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

          "5.  Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in advance
     of the final disposition of the action, suit or proceeding as
     authorized by the board of directors in the specific case upon
     receipt of an undertaking by or on behalf of the director, officer,
     employee or agent to repay such amount unless it shall ultimately be
     determined that he is entitled to be indemnified by the corporation
     as authorized in this section.
"6.  The indemnification provided by this section shall not be
     deemed exclusive of any other rights to which those seeking
     indemnification may be entitled under the articles of incorporation
     or bylaws or any agreement, vote of shareholders or disinterested
     directors or otherwise, both as to action in his official capacity
     and as to action in another capacity while holding such office, and
     shall continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

          "7.  A corporation created under the laws of this state shall
     have the power to give any further indemnity, in addition to the
     indemnity authorized or contemplated under other subsections of this
     section, including subsection 6, to 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 hereof
     or (ii) is authorized, directed or provided for in any bylaw or
     agreement of the corporation which has been adopted by a vote of the
     shareholders of the corporation, and provided further that no such
     indemnity shall indemnify any person from or on account of such
     person's conduct which was finally adjudged to have been knowingly
     fraudulent, deliberately dishonest or willful misconduct.  Nothing in
     this subsection shall be deemed to limit the power of the corporation
     under subsection 6 of this section to enact bylaws or to enter into
     agreements without shareholder adoption of the same.

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

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

          "10. For the purpose of this section, references to 'the
     corporation' include all constituent corporations absorbed in a
     consolidation or merger as well as the resulting or surviving
     corporation so that any person who is or was a director, officer,
     employee or agent of such a constituent corporation or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise shall stand in the same position
     under the provisions of this section with respect to the resulting or
     surviving corporation as he would if he had served the resulting or
     surviving corporation in the same capacity.
"11. For purposes of this section, the term 'other enterprise'
     shall include employee benefit plans; the term 'fines' shall include
     any excise taxes assessed on a person with respect to an employee
     benefit plan; and the term 'serving at the request of the
     corporation' shall include any service as a director, officer,
     employee or agent of the corporation which imposes duties on, or
     involves services by, such director, officer, employee or agent with
     respect to an employee benefit plan, its participants or
     beneficiaries; and a person who acted in good faith and in a manner
     he reasonably believed to be in the interest of the participants and
     beneficiaries of an employee benefit plan shall be deemed to have
     acted in a manner 'not opposed to the best interests of the
     corporation' as referred to in this section."

          Section 23 of the registrant's current 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
Securities Exchange Act of 1934 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(b) to the registrant's annual
report on Form 10-K for the fiscal year ended April 30, 1995, 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(a) Restated Articles of Incorporation of H&R Block, Inc., as amended,
     filed as Exhibit 4(a) to the registrant's quarterly report on Form
     10-Q for the quarter ended October 31, 1991, are incorporated by
     reference.
4(b) Bylaws of H&R Block, Inc., as amended, filed as Exhibit 3(b) to the
     registrant's annual report on Form 10-K for the fiscal year ended
     April 30, 1995, are incorporated by reference.

4(c) Conformed copy of Rights Agreement dated as of July 14, 1988, between
     H&R Block, Inc., and Centerre Trust Company of St. Louis, filed as
     Exhibit 4(c) to the registrant's Registration Statement on Form S-8
     (File No. 33-67170), is incorporated by reference.

4(e) Copy of Amendment to Rights Agreement dated as of May 9, 1990,
     between H&R Block, Inc., and Boatmen's Trust Company, filed as
     Exhibit 4(b) to the registrant's annual report on Form 10-K for the
     fiscal year ended April 30, 1995, is incorporated by reference.

4(f) Copy of Second Amendment to Rights Agreement dated September 11,
     1991, between H&R Block, Inc., and Boatmen's Trust Company, filed as
     Exhibit 4(c) to the registrant's annual report on Form 10-K for the
     fiscal year ended April 30, 1995, is incorporated by reference.

4(g) Copy of Third Amendment to Rights Agreement dated May 10, 1995,
     between H&R Block, Inc. and Boatmen's Trust Company, filed as Exhibit
     4(d) to the registrant's annual report on Form 10-K for the fiscal
     year ended April 30, 1995, is incorporated by reference.

4(h) Form of Certificate of Designation, Preferences and Rights of
     Participating Preferred Stock of H&R Block, Inc., filed as Exhibit
     4(e) to the registrant's annual report on Form 10-K for the fiscal
     year ended April 30, 1995, is incorporated by reference.

4(i) Form of Certificate of Designation, Preferences and Rights of Delayed
     Convertible Preferred Stock of H&R Block, Inc., filed as Exhibit 4(f)
     to the registrant's annual report on Form 10-K for the fiscal year
     ended April 30, 1995, is 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 Deloitte & Touche LLP, Certified Public Accountants
     (the consent of counsel is contained in the opinion filed as Exhibit
     5 hereto).

99   Spry, Inc. 1995 Stock Option Plan.

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 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.

          (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)  If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.

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

          (6)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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  31st  day of October, 1995.
                            ----         -------

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

                                  By/s/ Richard H. Brown       
                                    ----------------------------
                                    Richard H. Brown, President
                                    and Chief Executive Officer

    

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard H. Brown and Henry W. Bloch,
or either one of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                Title                 Date

/s/ Richard H. Brown      President, Chief        10-31-95      
- ----------------------    Executive Offi-         --------
Richard H. Brown          cer and Direc-
                          tor (principal
                          executive officer)

/s/ G. Kenneth Baum       Director                10-23-95      
- ----------------------                            --------
G. Kenneth Baum

/s/ Henry W. Bloch        Director                10-30-95      
- ----------------------                            --------
Henry W. Bloch

/s/ Robert E. Davis       Director                10-23-95      
- ----------------------                            --------
Robert E. Davis

/s/ Donna R. Ecton        Director                10-23-95      
- ----------------------                            --------
Donna R. Ecton

/s/ Henry F. Frigon       Director                10-25-95      
- ----------------------                            --------
Henry F. Frigon

/s/ Roger W. Hale         Director                10-23-95      
- ----------------------                            --------
Roger W. Hale

/s/ Marvin L. Rich        Director                10-23-95      
- ----------------------                            --------
Marvin L. Rich

/s/ Frank L. Salizzoni    Director                10-25-95      
- ----------------------                            --------  
Frank L. Salizzoni

/s/ Morton I. Sosland     Director                10-28-95      
- ----------------------                            --------
Morton I. Sosland

/s/ Ozzie Wenich          Vice President,         10-31-95      
- ----------------------    Finance and             --------
Ozzie Wenich              Treasurer (prin-
                          cipal financial
                          and accounting
                          officer)