<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)

                THIRD STOCK OPTION PLAN FOR SEASONAL EMPLOYEES
                              (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)
<TABLE>
                       CALCULATION OF REGISTRATION FEE
<CAPTION>
                                           Proposed
    Title of                               maximum            Proposed maximum         Amount of
securities to be      Amount to be      offering price       aggregate offering      registration
  registered          registered<F1>     per share<F2>             price<F2>            fee<F2>
- ------------------    -------------     --------------       ------------------      ------------
<S>                    <C>                 <C>                <C>                    <C> 
Common Stock,          2,147,257           $41.00             $88,037,537.00         $30,357.77
without par value
<FN>
<F1> Plus such additional indeterminate number of shares as
may be issuable pursuant to the anti-dilution provisions of
the registrant's Third Stock Option Plan for Seasonal
Employees.

<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.
</FN>
</TABLE>
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;

      (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;

      (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 Securities Exchange Act
of 1934 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. 
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<PAGE>
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
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<PAGE>
      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
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<PAGE>
      rights to which those seeking indemnification may be
      entitled under the articles of incorporation or bylaws
      or any agreement, vote of shareholders or disinterest-
      ed 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,
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<PAGE>
      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,
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<PAGE>
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 Company'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 Company'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
      Company's Registration Statement on Form S-8 (File No.
      33-67170), is incorporated by reference.

4(d)  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 Company's annual
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<PAGE>
      report on Form 10-K for the fiscal year ended
      April 30, 1995, is incorporated by reference.

4(e)  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
      Company's annual report on Form 10-K for the fiscal
      year ended April 30, 1995, is incorporated by
      reference.

4(f)  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 Company's
      annual report on Form 10-K for the fiscal year ended
      April 30, 1995, is incorporated by reference.

4(g)  Form of Certificate of Designation, Preferences and
      Rights of Participating Preferred Stock of H&R Block, Inc.,
      filed as Exhibit 4(e) to the Company'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 Delayed Convertible Preferred Stock of
      H&R Block, Inc., filed as Exhibit 4(f) to the Company'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).

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.

- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<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.








- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
<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
Columbus, and the State of Ohio, on this 31st day of July,
1995.

                            H & R BLOCK, INC.      



                            By/s/ Thomas M. Bloch        
                            ------------------------------
                              Thomas M. Bloch, President
                              and Chief Executive Officer




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


                      POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Henry W.
Bloch and Marvin L. Rich, 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 date
indicated.

      Signature                           Title
      ---------                           -----

/s/ Thomas M. Bloch               President, Chief Executive
- -------------------------         Officer and Director
Thomas M. Bloch                   (principal executive
                                  officer)
                                  
/s/ G. Kenneth Baum                       Director
- -------------------------
G. Kenneth Baum


/s/ Henry W. Bloch                        Director
- -------------------------
Henry W. Bloch


/s/ Robert E. Davis                       Director
- -------------------------
Robert E. Davis


/s/ Donna R. Ecton                        Director
- -------------------------
Donna R. Ecton


/s/ Henry F. Frigon                       Director
- -------------------------
Henry F. Frigon


/s/ Roger W. Hale                         Director
- -------------------------
Roger W. Hale


/s/ Marvin L. Rich                        Director
- -------------------------
Marvin L. Rich


/s/ Frank L. Salizzoni                    Director
- -------------------------
Frank L. Salizzoni


/s/ Morton I. Sosland                     Director
- -------------------------
Morton I. Sosland

                 (Signed as to each on July 31, 1995)
<PAGE>
      Signature                           Title
      ---------                           -----

/s/ William P. Anderson            Senior Vice President and
- -------------------------          Chief Financial Officer
William P. Anderson                (principal financial
                                   officer)

/s/ Ozzie Wenich                   Vice President, Finance
- -------------------------          and Treasurer (principal
Ozzie Wenich                       accounting officer)


                (Signed as to each on July 31, 1995)
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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)

                THIRD STOCK OPTION PLAN FOR SEASONAL EMPLOYEES
                              (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
    Title of                               maximum            Proposed maximum         Amount of
securities to be      Amount to be      offering price       aggregate offering      registration
  registered          registered
per share
price
fee
- ------------------    -------------     --------------       ------------------      ------------
Common Stock,          2,147,257           $41.00             $88,037,537.00         $30,357.77
without par value
Plus such additional indeterminate number of shares as
may be issuable pursuant to the anti-dilution provisions of
the registrant's Third Stock Option Plan for Seasonal
Employees.
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;

      (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;

      (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 Securities Exchange Act
of 1934 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. 
- ---------------------------
Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
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
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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
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rights to which those seeking indemnification may be
      entitled under the articles of incorporation or bylaws
      or any agreement, vote of shareholders or disinterest-
      ed 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,
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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,
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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 Company'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 Company'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
      Company's Registration Statement on Form S-8 (File No.
      33-67170), is incorporated by reference.

4(d)  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 Company's annual
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Form S-8 THIRD STOCK OPTION
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report on Form 10-K for the fiscal year ended
      April 30, 1995, is incorporated by reference.

4(e)  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
      Company's annual report on Form 10-K for the fiscal
      year ended April 30, 1995, is incorporated by
      reference.

4(f)  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 Company's
      annual report on Form 10-K for the fiscal year ended
      April 30, 1995, is incorporated by reference.

4(g)  Form of Certificate of Designation, Preferences and
      Rights of Participating Preferred Stock of H&R Block, Inc.,
      filed as Exhibit 4(e) to the Company'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 Delayed Convertible Preferred Stock of
      H&R Block, Inc., filed as Exhibit 4(f) to the Company'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).

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.

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(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.

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Form S-8 THIRD STOCK OPTION
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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
Columbus, and the State of Ohio, on this 31st day of July,
1995.

                            H & R BLOCK, INC.      

                            By/s/ Thomas M. Bloch        
                            ------------------------------
                              Thomas M. Bloch, President
                              and Chief Executive Officer

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

                      POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Henry W.
Bloch and Marvin L. Rich, 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 date
indicated.

      Signature                           Title
      ---------                           -----

/s/ Thomas M. Bloch               President, Chief Executive
- -------------------------         Officer and Director
Thomas M. Bloch                   (principal executive
                                  officer)
                                  
/s/ G. Kenneth Baum                       Director
- -------------------------
G. Kenneth Baum

/s/ Henry W. Bloch                        Director
- -------------------------
Henry W. Bloch

/s/ Robert E. Davis                       Director
- -------------------------
Robert E. Davis

/s/ Donna R. Ecton                        Director
- -------------------------
Donna R. Ecton

/s/ Henry F. Frigon                       Director
- -------------------------
Henry F. Frigon

/s/ Roger W. Hale                         Director
- -------------------------
Roger W. Hale

/s/ Marvin L. Rich                        Director
- -------------------------
Marvin L. Rich

/s/ Frank L. Salizzoni                    Director
- -------------------------
Frank L. Salizzoni

/s/ Morton I. Sosland                     Director
- -------------------------
Morton I. Sosland

                 (Signed as to each on July 31, 1995)
Signature                           Title
      ---------                           -----

/s/ William P. Anderson            Senior Vice President and
- -------------------------          Chief Financial Officer
William P. Anderson                (principal financial
                                   officer)

/s/ Ozzie Wenich                   Vice President, Finance
- -------------------------          and Treasurer (principal
Ozzie Wenich                       accounting officer)

                (Signed as to each on July 31, 1995)