H&R BLOCK INC — Director's Dealing 2008

Oct 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: H&R BLOCK INC (HRB)
CIK: 0000012659
Period of Report: 2008-10-01

Reporting Person: Breeden Richard C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-01	Common Stock	A	8546.64	—	Acquired	8546.64	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10435000	Indirect

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: Deferred stock units awarded under the 2008 Deferred Stock Unit Plan for Outside Directors.

F2: 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. and Breeden Partners (California) II L.P. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, amended, Mr. Breeden in his capacity as managing member, 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. and Breeden Partners (California) II L.P.