<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)

             1993 LONG-TERM EXECUTIVE COMPENSATION PLAN
                       (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                 price                 fee
  <S>                      <C>                   <C>                 <C>                     <C>
  Common Stock,                2,000             $40.625<F2>              $81,250.00             $28.02     
  without par value            1,500             $42.625<F2>              $63,937.50              22.05     
                               1,000             $44.000<F2>              $44,000.00             $15.17     
                               4,000             $38.250<F2>             $153,000.00             $52.76     
                             528,600             $39.250<F2>          $20,747,550.00          $7,154.33     
                           6,462,900             $39.625<F3>         $256,092,412.50         $88,307.73     
                           ---------                                 ---------------         ----------  
  TOTAL                    7,000,000                                 $277,182,150.00         $95,580.06     
                           =========                                 ===============         ==========  
<PAGE>
<FN>
<F1> Plus such additional indeterminate number of shares as may be 
issuable pursuant to the anti-dilution provisions of the
registrant's 1993 Long-Term Executive Compensation Plan.

<F2> Pursuant to Rule 457(h)(1), the price is based upon the price
at which the respective options may be exercised.

<F3> Pursuant to Rule 457(h)(1) and Rule 457(c), the price is
based upon the high and low prices reported for the stock on the
New York Stock Exchange on August 5, 1994.
</FN>
</TABLE>
Approximate date of proposed commencement of sales pursuant to
the Plan:  As soon as practicable after the effective date of this
Registration Statement upon the grant or exercise of awards under
the Plan.
<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 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.  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.
<PAGE>
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 351.355 of the General and Business Corporation
Law of Missouri provides as follows:

          "351.355.  1.  A corporation created under the laws of
     this state may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending
     or completed action, suit, or proceeding, whether civil,
     criminal, administrative or investigative, other than an
     action by or in the right of the corporation, by reason of
     the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses, including
     attorneys' fees, judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     no reasonable cause to believe his conduct was unlawful. 
     The termination of any action, suit or proceeding by
     judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.  

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

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

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

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

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

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

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

          "9.  Any provision of this chapter to the contrary
     notwithstanding, the provisions of this section shall apply
     to all existing and new domestic corporations, including,
     but not limited to, banks, trust companies, insurance
     companies, building and loan associations, savings bank and
     safe deposit companies, mortgage loan companies,
     corporations formed for benevolent, religious, scientific or
     educational purposes and nonprofit corporations.
<PAGE>
          "10. For the purpose of this section, references to
     'the corporation' include all constituent corporations
     absorbed in a consolidation or merger as well as the
     resulting or surviving corporation so that any person who is
     or was a director, officer, employee or agent of such a
     constituent corporation or is or was serving at the request
     of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise shall stand in the same
     position under the provisions of this section with respect
     to the resulting or surviving corporation as he would if he
     had served the resulting or surviving corporation in the
     same capacity.

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

          Section 23 of the registrant's current Bylaws contains
provisions which are essentially the same as the provisions of
the Missouri statute, except that only a person who is or was a
director or officer of the registrant, or is or was serving at
the registrant's request as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise may be indemnified.  In addition, the Bylaws permit
the registrant to enter into indemnification agreements with its
directors and officers.  The form of indemnification agreement
approved by the registrant's shareholders and incorporated into
the Bylaws provides that indemnity is mandatory in all cases
unless it is determined by the court that the director's or
officer's conduct was knowingly fraudulent, deliberately
dishonest or that it constituted willful misconduct.  In
addition, no indemnification is provided if a court determines
that such indemnification would not be lawful or if a judgment is
rendered against the director or officer for an accounting of
<PAGE>
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 Participating 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.
<PAGE>
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 Registration
Statement or any material change to such information in the
Registration Statement.

          (2)  The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
          (3)  The undersigned registrant hereby undertakes to
remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

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

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

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


     THE REGISTRANT.  Pursuant to the requirements of the 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
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 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       President, Chief Execu-  August 5, 1994 
- ----------------------   tive Officer and         --------------
  Thomas M. Bloch        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


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

/s/Ozzie Wenich          Vice President,          August 8, 1994 
- ----------------------   Corporate Controller     --------------
  Ozzie Wenich           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)

             1993 LONG-TERM EXECUTIVE COMPENSATION PLAN
                       (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,                2,000             $40.625
$81,250.00             $28.02     
  without par value            1,500             $42.625
$63,937.50              22.05     
                               1,000             $44.000
$44,000.00             $15.17     
                               4,000             $38.250
$153,000.00             $52.76     
                             528,600             $39.250
$20,747,550.00          $7,154.33     
                           6,462,900             $39.625
$256,092,412.50         $88,307.73     
                           ---------                                 ---------------         ----------  
  TOTAL                    7,000,000                                 $277,182,150.00         $95,580.06     
                           =========                                 ===============         ==========
Plus such additional indeterminate number of shares as may be 
issuable pursuant to the anti-dilution provisions of the
registrant's 1993 Long-Term Executive Compensation Plan.
Pursuant to Rule 457(h)(1), the price is based upon the price
at which the respective options may be exercised.
Pursuant to Rule 457(h)(1) and Rule 457(c), the price is
based upon the high and low prices reported for the stock on the
New York Stock Exchange on August 5, 1994.
Approximate date of proposed commencement of sales pursuant to
the Plan:  As soon as practicable after the effective date of this
Registration Statement upon the grant or exercise of awards under
the Plan.
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 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.  James H. Ingraham,
who has rendered an opinion of counsel as to the legality of the
securities being registered (Exhibit 5 hereto), is employed by a
subsidiary of the registrant and is Assistant Vice President,
Legal and Secretary of the registrant.
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 351.355 of the General and Business Corporation
Law of Missouri provides as follows:

          "351.355.  1.  A corporation created under the laws of
     this state may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending
     or completed action, suit, or proceeding, whether civil,
     criminal, administrative or investigative, other than an
     action by or in the right of the corporation, by reason of
     the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses, including
     attorneys' fees, judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     no reasonable cause to believe his conduct was unlawful. 
     The termination of any action, suit or proceeding by
     judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.  

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

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

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

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

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

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

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

          "9.  Any provision of this chapter to the contrary
     notwithstanding, the provisions of this section shall apply
     to all existing and new domestic corporations, including,
     but not limited to, banks, trust companies, insurance
     companies, building and loan associations, savings bank and
     safe deposit companies, mortgage loan companies,
     corporations formed for benevolent, religious, scientific or
     educational purposes and nonprofit corporations.
"10. For the purpose of this section, references to
     'the corporation' include all constituent corporations
     absorbed in a consolidation or merger as well as the
     resulting or surviving corporation so that any person who is
     or was a director, officer, employee or agent of such a
     constituent corporation or is or was serving at the request
     of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise shall stand in the same
     position under the provisions of this section with respect
     to the resulting or surviving corporation as he would if he
     had served the resulting or surviving corporation in the
     same capacity.

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

          Section 23 of the registrant's current Bylaws contains
provisions which are essentially the same as the provisions of
the Missouri statute, except that only a person who is or was a
director or officer of the registrant, or is or was serving at
the registrant's request as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise may be indemnified.  In addition, the Bylaws permit
the registrant to enter into indemnification agreements with its
directors and officers.  The form of indemnification agreement
approved by the registrant's shareholders and incorporated into
the Bylaws provides that indemnity is mandatory in all cases
unless it is determined by the court that the director's or
officer's conduct was knowingly fraudulent, deliberately
dishonest or that it constituted willful misconduct.  In
addition, no indemnification is provided if a court determines
that such indemnification would not be lawful or if a judgment is
rendered against the director or officer for an accounting of
profits made as a result of the director's or 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 Participating 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 Registration
Statement or any material change to such information in the
Registration Statement.

          (2)  The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)  The undersigned registrant hereby undertakes to
remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

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

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

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

     THE REGISTRANT.  Pursuant to the requirements of the 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
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 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       President, Chief Execu-  August 5, 1994 
- ----------------------   tive Officer and         --------------
  Thomas M. Bloch        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   Vice President,          August 5, 1994 
- ----------------------   Corporate Develop-       --------------
  William P. Anderson    ment and Chief
                         Financial Officer
                         (principal 
                         financial officer)

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

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