SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Breeden Richard C

(Last)

(First)

(Middle)

C/O BREEDEN CAPITAL MANAGEMENT LLC

100 NORTHFIELD ST.

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
H&R BLOCK INC [ HRB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/18/2008		P		350,000	A	$19.3798	6,350,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		250,000	A	$19.0886	6,600,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		210,000	A	$19.5429	6,810,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		200,000	A	$19.4297	7,010,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		200,000	A	$18.8431	7,210,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		200,000	A	$19.0492	7,410,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		100,000	A	$19.4842	7,510,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/18/2008		P		100,000	A	$19.3354	7,610,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/19/2008		P		200,000	A	$20.3357	7,810,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/19/2008		P		200,000	A	$20.3819	8,010,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/19/2008		P		200,000	A	$20.2931	8,210,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/19/2008		P		100,000	A	$20.375	8,310,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/19/2008		P		50,000	A	$20.4015	8,360,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/20/2008		P		50,000	A	$20.7635	8,410,000	I	By Breeden Partners⁽¹⁾
Common Stock	03/20/2008		P		25,000	A	$20.593	8,435,000	I	By Breeden Partners⁽¹⁾

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. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option to Purchase	$19.86							02/01/2008	02/01/2018	Common Stock	37,595		37,595	D

Explanation of Responses:

1. 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.

Remarks:

breedenpoa-091907.HTM

	Andrew J. Somora per Power of Attorney	03/20/2008
	** Signature of Reporting Person	Date
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).
** 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.
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