<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)

                          Thomas M. Bloch, President
                                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,          2,027,543           $39.25             $79,581,062.75         $27,441.75
  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.

Approximate date of proposed commencement of sales pursuant to the Plan:  Upon
exercise of stock options after the effective date of this Registration
Statement.
</FN>
</TABLE>
<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, 1994;

      (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 regis-
            trant'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. 
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:
<PAGE>
            "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, partner-
      ship, 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.
<PAGE>
            "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 indemnifica-
      tion 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.
<PAGE>
            "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 notwithstand-
      ing, 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 corpora-
      tion 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 consti-
tuted willful misconduct.  In addition, no indemnification is provided if a
<PAGE>
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 officers 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 4 to the registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1989, 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 4 to the
      Company's quarterly report on Form 10-Q for the quarter ended October
      31, 1989, are incorporated herein 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)  Form of Certificate of Designation, Preferences and Rights of Partici-
      pating Preferred Stock of H&R Block, Inc., filed as Exhibit 4(d) to the
      Company's Registration Statement on Form S-8 (File No. 33-30453), 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(c) to
      the Company's annual report on Form 10-K for the fiscal year ended April
      30, 1990, 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(b) to the Company's quarterly report on Form 10-Q for the quarter
      ended October 31, 1991, is incorporated herein by reference.
<PAGE>
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, Certified Public Accountants (the
      consent of counsel is contained in the opinion filed as Exhibit 5
      hereto).

24(a) Power of Attorney of Robert E. Davis, Director.

24(b) Power of Attorney of Donna R. Ecton, Director.

24(c) Power of Attorney Roger W. Hale, Director.

24(d) Power of Attorney of Frank L. Salizzoni, Director.

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 Registra-
tion 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.
<PAGE>
            (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 Securi-
ties 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 5th day of August, 1994.

                                    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,
Thomas M. Bloch and Marvin L. Rich, or any 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 Registra-
tion 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 any
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/Thomas M. Bloch                                  August 5, 1994 
- -------------------      President, Chief Execu-    --------------
   Thomas M. Bloch       tive Officer and 
                         Director (principal
                         executive officer)


- -------------------           Director              --------------
  G. Kenneth Baum



/s/Henry W. Bloch             Director              August 5, 1994
- -------------------                                 --------------
  Henry W. Bloch



/s/Robert E. Davis*           Director              August 5, 1994
- -------------------                                 --------------
  Robert E. Davis



/s/Donna R. Ecton*            Director              August 5, 1994
- -------------------                                 --------------
  Donna R. Ecton



- -------------------           Director              --------------
  Henry F. Frigon



/s/Roger W. Hale*             Director              August 5, 1994 
- -------------------                                 --------------
  Roger W. Hale



/s/Marvin L. Rich             Director              August 2, 1994
- -------------------                                 --------------
  Marvin L. Rich
<PAGE>
/s/Frank L. Salizzoni*        Director              August 5, 1994
- -------------------                                 --------------
  Frank L. Salizzoni



- -------------------           Director              --------------
  Morton I. Sosland



/s/William P. Anderson                              August 5, 1994
- -------------------      Vice President,            --------------
  William P. Anderson    Corporate Develop-
                         ment and Chief
                         Financial Officer
                         (principal 
                         financial officer)



/s/Ozzie Wenich                                     August 8, 1994
- -------------------      Vice President,            --------------
  Ozzie Wenich           Corporate Controller
                         and Treasurer
                         (principal 
                         accounting officer)


*  by Thomas M. Bloch, attorney-in-fact, pursuant to a Power of
Attorney
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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)

                          Thomas M. Bloch, President
                                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,          2,027,543           $39.25             $79,581,062.75         $27,441.75
  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, 1994;

      (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 regis-
            trant'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. 
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, partner-
      ship, 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 indemnifica-
      tion 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 notwithstand-
      ing, 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 corpora-
      tion 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 consti-
tuted 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 officers 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 4 to the registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1989, 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 4 to the
      Company's quarterly report on Form 10-Q for the quarter ended October
      31, 1989, are incorporated herein 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)  Form of Certificate of Designation, Preferences and Rights of Partici-
      pating Preferred Stock of H&R Block, Inc., filed as Exhibit 4(d) to the
      Company's Registration Statement on Form S-8 (File No. 33-30453), 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(c) to
      the Company's annual report on Form 10-K for the fiscal year ended April
      30, 1990, 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(b) to the Company's quarterly report on Form 10-Q for the quarter
      ended October 31, 1991, is incorporated herein 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, Certified Public Accountants (the
      consent of counsel is contained in the opinion filed as Exhibit 5
      hereto).

24(a) Power of Attorney of Robert E. Davis, Director.

24(b) Power of Attorney of Donna R. Ecton, Director.

24(c) Power of Attorney Roger W. Hale, Director.

24(d) Power of Attorney of Frank L. Salizzoni, Director.

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 Registra-
tion 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 Securi-
ties 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 5th day of August, 1994.

                                    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,
Thomas M. Bloch and Marvin L. Rich, or any 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 Registra-
tion 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 any
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/Thomas M. Bloch                                  August 5, 1994 
- -------------------      President, Chief Execu-    --------------
   Thomas M. Bloch       tive Officer and 
                         Director (principal
                         executive officer)

- -------------------           Director              --------------
  G. Kenneth Baum

/s/Henry W. Bloch             Director              August 5, 1994
- -------------------                                 --------------
  Henry W. Bloch

/s/Robert E. Davis*           Director              August 5, 1994
- -------------------                                 --------------
  Robert E. Davis

/s/Donna R. Ecton*            Director              August 5, 1994
- -------------------                                 --------------
  Donna R. Ecton

- -------------------           Director              --------------
  Henry F. Frigon

/s/Roger W. Hale*             Director              August 5, 1994 
- -------------------                                 --------------
  Roger W. Hale

/s/Marvin L. Rich             Director              August 2, 1994
- -------------------                                 --------------
  Marvin L. Rich
/s/Frank L. Salizzoni*        Director              August 5, 1994
- -------------------                                 --------------
  Frank L. Salizzoni

- -------------------           Director              --------------
  Morton I. Sosland

/s/William P. Anderson                              August 5, 1994
- -------------------      Vice President,            --------------
  William P. Anderson    Corporate Develop-
                         ment and Chief
                         Financial Officer
                         (principal 
                         financial officer)

/s/Ozzie Wenich                                     August 8, 1994
- -------------------      Vice President,            --------------
  Ozzie Wenich           Corporate Controller
                         and Treasurer
                         (principal 
                         accounting officer)

*  by Thomas M. Bloch, attorney-in-fact, pursuant to a Power of
Attorney