Mail Stop: 3720- CF/AD 11

Via U.S. Mail and Fax (816) 753-5346

								February 27, 2006

Mr. Bret G. Wilson, Vice President and Secretary
H&R Block, Inc.
4400 Main Street
Kansas City, MO 64111

      Re:	H&R Block, Inc.
      Item 4.02(a) of Form 8-K
      Filed on February 23, 2006
      File No. 1-6089

Dear Wilson:

      We have reviewed your filing and have the following
accounting comments.  Where indicated, we think you should
revise
your document in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we
may
ask you to provide us with more information so that we may
better
understand your disclosure.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filing.
We look forward to working with you in these respects.  We
welcome
any questions you may have about our comments or any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Accounting comments:

1. Please tell us in detail why the Company was unable to
determine
the $32 million of understatement of  the State income tax
liability until February 22, 2006 with respect to the fiscal
quarters and fiscal years as indicated in second paragraph under
Item 4.02 of the Form 8-K. We may have further comments after
review of your response.


H&R Block, Inc.
February 27, 2006
Page 2



2. Please disclose in the amended filing if your certifying
officers have considered the effect of the error on the adequacy
of
your disclosure controls and procedures as of the end of the
period
covered by your Forms 10-Q for the fiscal quarters ended July
31,
2005, October 31, 2005 and the fiscal quarters for the fiscal
years
2005 and 2004 and also, for the fiscal years covered by the
Forms
10-K for the fiscal years ended April 30, 2004 and 2005.
Additionally, tell us what effect the errors had on your current
evaluation of disclosure controls and procedures as of your
fiscal
quarter ended January 31, 2006.

3. We note that you intend to file restated financial
statements.
Please tell us when, you will file them.

	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since
the
company and its management are in possession of all facts
relating
to a company`s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

	the company is responsible for the adequacy and accuracy of
the disclosure in the filing;

	staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and

	the company may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filing
or in response to our comments on your filing.





H&R Block, Inc.
February 27, 2006
Page 3


       As appropriate, please amend your filing and respond to
these comments within five business days or tell us when you
will
respond.  You may wish to provide us with marked copies of the
amendment to expedite our review.

	You may contact Gopal Dharia, Staff Accountant, at (202)
551-
3353 or Terry French, Accountant Branch Chief, at (202) 551-3828
if
you have questions regarding comments on the Form 8-K.

							Sincerely,


							Terry French
							Accountant Branch Chief