H&R BLOCK INC — Director's Dealing 2008

Oct 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: H&R BLOCK INC (HRB)
CIK: 0000012659
Period of Report: 2008-10-27

Reporting Person: Breeden Richard C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-27	Common Stock	P	2857143	$17.5	Acquired	13292143	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8546.64	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Call Option to Purchase	$19.86	2018-02-01	Common Stock (37595)	37595	Direct

Footnotes

F1: Richard C. Breeden is the managing member of Breeden Capital Partners LLC, managing member and chairman and chief executive of Breeden Capital Management LLC and the Key Principal of Breeden Partners (Cayman) Ltd. Breeden Capital Partners LLC is in turn the general partner of Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P. and Breeden Partners (New York) I L.P. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended, Mr. Breeden in his capacity as managing member and Key Principal, as well as chairman and chief executive officer of Breeden Capital Management LLC, may be deemed to be the beneficial owner of all of the common stock owned by Breeden Partners (Cayman) Ltd., Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P., and Breeden Partners (New York) I L.P. (the "Funds").

F2: Pursuant to the Funds' governing documents, any economic benefit realized with respect to this grant will be apportioned among the Funds.

F3: Pursuant to the Funds' governing documents, any economic benefit realized with respect to these stock options will be apportioned among the Funds.