UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

_________________

FORM 8-K/A

Amendment No. 1 to
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 12, 2003

H&R BLOCK, INC.
(Exact name of registrant as specified in charter)


Missouri
   
1-6089
   
44-0607856
(State of Incorporation)
   
(Commission File Number)
   
(I.R.S. Employer Identification Number)


4400 Main Street, Kansas City, MO 64111
(Address of Principal Executive Offices) (Zip Code)


(816) 753-6900
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)



Explanatory Note: This Form 8-K/A amends the Form 8-K, dated May 12, 2003, of H&R Block, Inc. (the “Company”) to reflect the fact that, as anticipated PricewaterhouseCoopers, LLP (“PwC”) completed its audit of the Company’s financial statements for the fiscal year ended April 30, 2003 in conjunction with the filing on July 16, 2003 of the Company’s Annual Report on Form 10-K. Accordingly, the Company’s previously announced change in auditors became effective on July 16, 2003.

Item 4. Changes in Registrant’s Certifying Accountant.

As previously reported on the Company’s Form 8-K filed on May 16, 2003, on May 12, 2003, PwC informed the Company that it declined to stand for re-election as the independent accountants for the Company upon completion of the audit of the Company’s financial statements for the fiscal year ended April 30, 2003 and services related thereto.

As previously reported on the Company’s Form 8-K filed on July 14, 2003, on July 10, 2003, the Board of Directors of the Company appointed and engaged KPMG LLP as its independent accountant for the fiscal year ended April 30, 2004.

On July 16, 2003, the Company filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2003. In connection therewith PwC completed its audit of the Company’s financial statements.

The reports of PwC on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

In connection with its audits for the two most recent fiscal years and through July 16, 2003, there have been no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their report on the financial statements for such years.

During the two most recent fiscal years and through July 16, 2003 there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). The registrant has requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter dated February 24, 2004 is attached hereto as Exhibit 16.1 to this Form 8-K/A.

Item 7. Financial Statements and Exhibits.

Exhibits. The following exhibit is filed with this report:

Exhibit 16.1 — Letter from PwC to the Securities and Exchange Commission dated February 24, 2004.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

H&R BLOCK, INC.


By: /s/ Bret G. Wilson
——————————————
Bret G. Wilson
Vice President and Secretary

Date: February 24, 2004



EXHIBIT INDEX

Exhibit 16.1 Letter from PwC to the Securities and Exchange Commission dated February 24, 2004.

Exhibit 16.1

February 24, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by H&R Block, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company’s Form 8-K/A report dated May 12, 2003. We agree with the statements concerning our Firm in such Form 8-K/A.

Very truly yours,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP