H&R BLOCK INC — Director's Dealing 2008

Feb 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: H&R BLOCK INC (HRB)
CIK: 0000012659
Period of Report: 2008-02-01

Reporting Person: Breeden Richard C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-01	Call Option to Purchase	$19.86	A	37595	Acquired	2018-02-01	Common Stock (37595)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000000	Indirect

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. and Breeden Partners (California) 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. and Breeden Partners (California) L.P.

F2: Stock options awarded under the H&R Block, Inc. Stock Option Plan for Outside Directors, as amended.