SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

H&R Block, Inc.
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(Exact name of registrant as specified in charter)

MISSOURI 
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(State of incorporation or organization)

44-0607856
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(I.R.S. Employer Identification No.)

4400 Main Street, Kansas City, MO 64111
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(Address of principal executive offices) (zip code)

If this Form relates to the  registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1),  please check
the following box. |_|

If this Form relates to the  registration of a class of debt securities and
is to become  effective  simultaneously  with the  effectiveness of a concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. |_|

Securities to be registered pursuant to Section 12(b) of the Act:

Name of each exchange on which each
Title of each class to be so registered           class is to be registered
- ---------------------------------------      -----------------------------------
Preferred Stock Purchase Rights                 New York Stock Exchange
Pacific Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant's Securities to be Registered.

The Board of  Directors  of H&R  Block,  Inc.  (the  "Company")  declared a
dividend distribution of one right (a "Right") for each outstanding share of the
Company's Common Stock,  without par value (the "Common Stock"),  payable to the
shareholders  of record at the close of business on the Effective  Date (defined
below)  (the  "Record  Date").  Except  as set forth  below,  each  Right,  when
exercisable,  entitles the  registered  holder to purchase  from the Company one
one-hundredth  of a share of a newly issued  series of the  Company's  preferred

stock,  designated   Participating  Preferred  Stock,  without  par  value  (the
"Preferred Stock"), at a purchase price of $215.00 per one one-hundredth (1/100)
of a share,  subject to adjustment.  The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").

Capitalized  terms  herein  have the same  meaning  set forth in the Rights
Agreement.  The  following  description  of the  Rights  does not  purport to be
complete  and is  qualified  in its  entirety by reference to the form of Rights
Agreement (and the exhibits attached thereto) attached hereto.

Effective Date of Plan

The Plan will become  effective  upon the  earliest of the  termination  or
expiration of the existing  Shareholder Rights Plan (first effective on July 14,
1988  (the  "Existing  Plan"))  or the date  upon  which  the  Existing  Plan is
determined to have become  ineffective,  regardless of the reasons therefor (the
"Effective Date"). The anticipated Effective Date for the Plan is July 25, 1998.

Rights Evidenced by Common Stock Certificates

The Rights will not be  exercisable  until the  Distribution  Date (defined
below).  Certificates  for the Rights will not be sent to  shareholders  and the
Rights will attach to and trade only  together  with Common Stock  certificates.
Accordingly,  Common  Stock  certificates  outstanding  on the Record  Date will
evidence the rights related thereto (even if such Certificates make reference to
a prior plan), and Common Stock  certificates  issued after the Record Date will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date  (or  earlier  redemption,  exchange,  or  expiration  of the
Rights),  the  surrender  or  transfer  of any  certificates  for  Common  Stock
outstanding  as of the Record  Date,  even  without  notation  or a copy of this
Summary being attached thereto,  will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.

Distribution Date

The  Rights  will  separate  from  the  Common  Stock  certificates,  Right
Certificates  (as  defined  below)  will be issued,  and the Rights  will become
exercisable upon the "Distribution  Date", which is the earlier of the following
dates:

(i) the first to occur of (a) a public announcement that, without the prior
written  consent of the Company,  a person or group of  affiliated or associated
persons (an "Acquiring Person") has acquired,  or obtained the right to acquire,
15% or more of the outstanding  shares of Common Stock, or (b) the date on which
the Company first has notice or otherwise determines that a person has become an
Acquiring Person (the "Stock Acquisition Date"); or

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(ii) ten days (or such  later  date as may be  determined  by action of the
Board of Directors,  but in no event later than the date set forth in (i) above)
following the commencement of, or announcement of an intention to make, a tender
offer or  exchange  offer  for 15% or more of the  outstanding  shares of Common
Stock without the Prior Written Approval of the Company.

Issuance of Right Certificates

As  soon  as  practicable   following  the  Distribution   Date,   separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of  record  of the  Common  Stock as of the  close of  business  on the
Distribution Date, and such separate Right Certificates alone will then evidence
the Rights.

Final Expiration Date

The Rights  will  expire on the  earliest of (i) March 25, 2008 (the "Final
Expiration  Date") unless the Final Expiration Date is extended by the Board, or
(ii) the  redemption  or exchange  of the Rights by the  Company,  as  described
below.

Initial Exercise of the Rights

Following  the  Distribution  Date,  and  until one of the  further  events
described  below,  holders of the  Rights  will be  entitled  to  receive,  upon
exercise  and the  payment of $215 per Right,  one  one-hundredth  of a share of
Preferred Stock.

Adjustments to Prevent Dilution

The Purchase Price payable,  and the number of shares of Preferred Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision,  combination or reclassification of the Preferred
Stock,  (ii) upon the grant to holders of the Preferred  Stock of certain rights
or warrants to subscribe for Preferred Stock, certain convertible  securities or
securities having the same or more favorable rights,  privileges and preferences
as the  Preferred  Stock at less than the current  market price of the Preferred
Stock,  or (iii) upon the  distribution  to holders  of the  Preferred  Stock of
evidences of indebtedness or assets  (excluding  regular periodic cash dividends
out of earnings  or retained  earnings)  or of  subscription  rights or warrants
(other than those referred to above).

The number of outstanding  Rights and the number of one one-hundredths of a
share of Preferred  Stock  issuable  upon  exercise of each Right are subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the  Common  Stock  payable  in  shares  of  Common  Stock  or  subdivisions,
consolidations or combinations of the Common Stock.

Cash Paid Instead of Issuing Fractional Shares

With certain  exceptions,  no  adjustments  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in

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such Purchase Price. No fractions of shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.

Right to Buy Common Stock at Half Price

In the event that an Acquiring Person becomes such, proper provisions shall
be made so that each holder of a Right will have the right to receive,  upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of Common Stock having a market value of two times the exercise  price of
the  Right,  to the  extent  available,  and  then  (after  all  authorized  and
unreserved  shares of Common Stock have been  issued) a common stock  equivalent
(such as  Preferred  Stock or  another  equity  security  with at least the same
economic  value as the  Common  Stock)  having a market  value of two  times the
exercise  price of the Right,  with Common Stock to the extent  available  being
issued first (such right being called the "Subscription Right").

Right to Buy Acquiring Company Stock at Half Price

In the event that following the Distribution  Date, the Company is involved
in a merger or other business combination  transaction in which the Common Stock
is exchanged or changed, or 50% or more of the Company's assets or earning power
are sold (in one  transaction  or a series of  transactions),  proper  provision
shall be made so that each holder of a Right shall  thereafter have the right to
receive,  Upon the exercise  thereof at the then current  exercise  price of the
Right,  that number of shares of common stock of the  acquiring  company (or, in
the event  there is more  than one  acquiring  company,  the  acquiring  company
receiving the greatest portion of the assets or earning power transferred) which
at the time of such  transaction  would  have a market  value of two  times  the
exercise  price of the Right (such right being called the "Merger  Right").  The
holder of a Right will  continue  to have the Merger  Right  whether or not such
holder exercises the Subscription Right, in whole or in part.

Acquiring Person Rights Void

Upon the occurrence of any of the events giving rise to the  exercisability
of the Merger Right or the  Subscription  Right,  any Rights that are or were at
any time owned by an  Acquiring  Person shall become void insofar as they relate
to the Merger Right or the Subscription Right.

Redemption

At any time  prior to the  earlier  to  occur of (i) a person  becoming  an
Acquiring  Person or (ii) the  expiration of the Rights,  the Company may redeem
the  Rights in whole,  but not in part,  at a price of  $.00125  per Right  (the
"Redemption Price"),  which redemption shall be effective upon the action of the
Board of Directors.  The  redemption of the Rights by the Board of Directors may
be made  effective  at such  time,  in such form and on such basis and with such
conditions  as the Board of  Directors  in its sole  discretion  may  establish.
Immediately  upon the action of the  majority of the Board of  Directors  of the
Company electing to redeem the Rights, evidence of which shall be promptly filed
with the Rights  Agent,  and without any further  action and without any notice,
the right to exercise such Rights shall terminate and the only right  thereafter

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of a holder of such Rights  shall be to receive  that number of shares of Common
Stock equal to the number of such Rights held by such holder  multiplied  by the
Exchange Ratio.

Exchange

After a person or group has become an  Acquiring  Person,  the  Company may
exchange all or part of the then outstanding and exercisable  Rights (other than
Rights owned by an Acquiring  Person that became void with respect to the Merger
Right or the Subscription Right) for Common Stock or common stock equivalents at
an Exchange  Ratio of one share of Common Stock (or  equivalent  value of common
stock  equivalent)  per Right or such other  Exchange Ratio as determined by the
Board of Directors. The Company may not effect such an exchange, however, at any
time after any person  (other than the Company and related  entities),  together
with certain related parties, beneficially owns 50% or more of the Common Stock.
Upon action by the Company  ordering  such  exchange,  the right to exercise the
Rights  subject to the exchange will terminate and the only right of the holders
of such  Rights  will be to receive  shares of Common  Stock  based on the above
Exchange Ratio.

Terms of Preferred Stock

The  Preferred  Stock  purchasable  upon  exercise  of the  Rights  will be
nonredeemable  and junior to any other series of preferred stock the Company may
issue  (unless  otherwise  provided in the terms of such  stock).  Each share of
Preferred Stock will have a preferential  quarterly  dividend in an amount equal
to 100 times the  dividend  declared  on each share of Common  Stock,  but in no
event less than $1.00.  In the event of  liquidation,  the holders of  Preferred
Stock will  receive a  preferred  liquidation  payment  equal to the  greater of
$100.00 or 100 times the payment made per each share of Common Stock. Each share
of  Preferred  Stock will have 100  votes,  voting  together  with the shares of
Common Stock. In the event of any merger,  consolidation or other transaction in
which shares of Common Stock are exchanged,  each share of Preferred  Stock will
be entitled to receive 100 times the amount and type of  consideration  received
per share of Common Stock.  The rights of the  Preferred  Stock as to dividends,
liquidation  and  voting,  and in the event of mergers and  consolidations,  are
protected by customary anti-dilution provisions.  Fractional shares of Preferred
Stock will be issuable;  however, the Company may elect to distribute depositary
receipts in lieu of such fractional  shares.  In lieu of fractional shares other
than  fractions  that  are  multiples  of  one  one-hundredths  of a  share,  an
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise.

Amendments to the Rights Agreement

The Rights  Agreement may be amended or  supplemented  from time to time in
order (a) to cure any  ambiguity,  (b) to correct or  supplement  any  provision
which may be defective or inconsistent with any other provision,  (c) to shorten
or lengthen any time period  hereunder  (including  the Final  Expiration  Date,
subject to certain limitations), (d) to increase or decrease the Purchase Price,
(e) increase or decrease the Exchange  Ratio, or (f) to change or supplement the
provisions which the Company may deem necessary or desirable and which shall not

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adversely affect the interests of the holders of Right Certificates  (other than
an Acquiring  Person or an  Affiliate  or  Associate  of an  Acquiring  Person).
However,  if a person becomes an Acquiring Person,  the Rights Agreement may not
be amended in any manner  which  would  adversely  affect the  interests  of the
holders of the Rights.

Adverse Person

The Company may, prior to any person  becoming an Acquiring  Person,  amend
the Rights  Agreement to lower the 15% threshold to not less than the greater of
(i) any  percentage  greater than the largest  percentage of the Voting Power of
the Company then known by the Company to be beneficially  owned by any person or
group (other than the Company, or any of its affiliates), and (ii) 10%.

Shareholder Rights

Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

Item 2. Exhibits.

Exhibit No.                    Description of Exhibit
----------------------
1                          Rights  Agreement,  dated as of March  25,  1998,
between   H&R   Block,   Inc.   and   ChaseMellon
Shareholder  Services,  L.L.C.,  as Rights Agent,
which   includes   as   Exhibit  1  the  form  of
Certificate   of  Amendment  of   Certificate  of
Designation,    Preferences    and    Rights   of
Participating  Preferred Stock; the form of Right
Certificate  as  Exhibit  2; and the  Summary  of
Shareholder  Rights  Plan as  Exhibit 3, filed on
July  22,  1998  as  Exhibit  1 to the  Company's
Registration    Statement   on   Form   8-A,   is
incorporated herein by reference.

Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934,  the  registrant  has duly  caused this  amendment  to be signed on its
behalf by the undersigned, thereunto duly authorized.

H&R BLOCK, INC.

By: /s/ Ozzie Wenich
-------------------------------------
Ozzie  Wenich,  Senior Vice  President
and Chief Financial Officer

Date:    September 9, 1998

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