H&R BLOCK INC — Director's Dealing 2003

Apr 2, 2003

4 1 rot5.htm FORM 4 FOR ROTHERHAM 4/1/03 SEC Form 4

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Rotherham, Thomas G. (Last) (First) (Middle) RSM McGladrey, Inc. 3600 West 80th Street (Street) Bloomington, MN 55431-082 (City) (State) (Zip)
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year March 31, 2003 5. If Amendment, Date of Original (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code | V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)
Common Stock, without par value	03/31/2003	J (1) |	28.4230 | A | $40.4600		D
Common Stock, without par value	03/31/2003	J (2) |	41.7600 | D | $42.6900	9680.4810	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. (over) SEC 1474 (9-02)

Rotherham, Thomas G. - March 31, 2003

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) | (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	9. Number of Derivative Securities Beneficially Owned Following Reported Transactions (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4)
Call Option to Purchase	$27.8125	08/02/2002 | 08/02/2009	Common Stock, without par value - 42,000	42,000	D
Call Option to Purchase	$32.2750	06/30/2004 | 06/30/2011	Common Stock, without par value - 50,000	50,000	D
Call Option to Purchase	$46.1500	06/30/2004 | 06/30/2012	Common Stock, without par value - 20,000	20,000	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. By: James H. Ingraham per Power of Attorney for 04-02-2003 ** Signature of Reporting Person Date Thomas G. Rotherham Page 2

Rotherham, Thomas G. - March 31, 2003

Form 4 (continued)

FOOTNOTE Descriptions for H&R Block, Inc. HRB Form 4 - March 2003 Thomas G. Rotherham RSM McGladrey, Inc. 3600 West 80th Street Bloomington, MN 55431-082 Explanation of responses: (1) Units acquired under the H&R Block Deferred Compensation Plan for Executives, as Amended and Restated. Each unit has the value of one share of Common Stock. (2) Units transferred out of the H&R Block Deferred Compensation Plan for Executives, as Amended and Restated. Each unit has the value of one share of Common Stock.

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