Henry Jack & Associates Inc – ‘S-3’ on 7/30/01

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Form S-3 Registration Statement                       16±    77K 
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.1     Consent                                                1      5K 

S-3   —   Form S-3 Registration Statement
Document Table of Contents

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As filed with the Securities and Exchange Commission on July 30, 2001 

                                       Registration Number 33-____________
============================================================================  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549   

FORM S-3  
REGISTRATION STATEMENT  
UNDER   
THE SECURITIES ACT OF 1933  

JACK HENRY & ASSOCIATES, INC.   
(Exact name of Registrant as specified in its charter)  

   Delaware                    7373                   43-1128385
(State or other jurisdiction     (Primary Standard        (I.R.S. Employer)   
   of incorporation         Industrial Classification  Identification No.)
or organization)               Code Number)                         

63 Highway 60   
P.O. Box 807  
Monett, Missouri  65708   
(417) 235-6652  
(Address, including zip code and telephone  number, including area code, of 
Registrant's principal executive offices) 
----------------  
Michael E. Henry  
Chief Executive Officer   
Jack Henry & Associates, Inc.   
663 Highway 60, P.O. Box 807  
Monett, Missouri  65708   
(417) 235-6652  
 (Name, address, including zip code and telephone number, including area
code, of agent for service)   

Copies to:  

Robert T. Schendel, Esq.  
Shughart, Thomson & Kilroy, P.C.  
Twelve Wyandotte Plaza  
120 West 12th Street, Suite 1600  
Kansas City, Missouri  64105  
----------------  

  Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement 

If the only securities  being registered on  this Form  are being  offered
pursuant to  a dividend  or interest  reinvestment plans,  please check  the  
following box.  [   ]                                                         

If any of the securities being registered  on this form are to be  offered
on a delayed or continuous basis  pursuant to Rule 415 under the  Securities  
Act of 1933, other than securities offered only in connection with  dividend  
or interest reinvestment plans, check the following box.  [   ]               

If this form is filed  to register additional  securities for an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following  
box and list the Securities Act registration statement number of the earlier  
effective registration statement for the same offering.  [   ] _____________  

If this form is a post-effective amendment  filed pursuant to Rule  462(c)
under the  Securities Act,  please  check the  following  box and  list  the  
Securities Act  registration  statement  number  of  the  earlier  effective  
registration statement for the same offering.  [   ] _______________________  

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [   ]                                        

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CALCULATION OF REGISTRATION FEE 

============================================================================  
Title of                    Proposed        Proposed                  
Each Class of    Amount       Maximum         Maximum          Amount of  
Securities to be   to be     Offering Price     Aggregate       Registration  
Registered   Registered  Per Share (1)   Offering Price (1)     Fee   
----------------------------------------------------------------------------  

Common Stock                                                              
$0.01 par value    761,989       $26.17        $19,941,252         $4,985     
----------------------------------------------------------------------------  

 (1)    Estimated solely for the  purpose of calculating the  registration
   fee pursuant to Rule 457(c) of the Securities Act of 1933 based on  the
   average high and low prices of  the Common Stock as reported on  Nasdaq
on July 23, 2001.                                                   

   The Registrant hereby amends this  Registration Statement on such  date
or dates  as  may  be  necessary  to delay  its  effective  date  until  the  
Registrant shall file  a further  amendment which  specifically states  that  
this Registration Statement shall thereafter become effective in  accordance  
with Section 8(a) of the  Securities  Act of 1933,  as amended, or until the  
Registration  Statement  shall  become  effective   on  such  date  as   the  
Commission, acting pursuant to said Section 8(a), may determine.              

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[Jack Henry & Associates, Inc, Letterhead]  

Dear Participant:                                                             

   As a participant in the Jack  Henry & Associates, Inc. 401(k)  Employee
Stock Ownership Plan (the "Plan"), the  trustee of the Plan (the  "Trustee")  
has purchased shares of  Jack Henry common  stock on your  behalf.  We  have  
determined that shares that may have  been purchased on your behalf  between  
January 1, 1994 and  June 27, 2001, were  not properly registered under  the  
Securities Act of  1933.   Therefore, in order  to comply  with federal  and  
state securities laws, Jack  Henry is offering to  repurchase the shares  of  
its Common Stock  that may have  been purchased on  your behalf during  that  
time period.  You are not obligated in any way to accept this offer.          

   Enclosed is  a Prospectus  detailing the  terms and  background of  the
offer.  While you  are encouraged to read  the Prospectus thoroughly  before  
deciding to accept or reject the  offer, the following summary of the  offer  
is provided for your reference:                                               

   *    Jack Henry will repurchase the shares of its Common Stock that may
     have been purchased on your behalf during the period January 1,
1994 through June 27, 2001;                               

*    The purchase price will be the price originally paid for the   
     shares plus interest, less any income dividends received on the
shares;                                                   

   *    You have until 11:59 p.m., Central Standard Time, on _______, 2001
to accept the offer;                                      

 *    Failure to accept the offer by  _________, 2001 will be deemed a
rejection of the offer;                                   

*    If you accept the offer, your account balance in the Jack Henry
 Common Stock Fund will be reduced, and the proceeds will be
     reinvested by the Trustee of the Plan pursuant to your recorded
investment election;                                      

 *    Rescission offerees who elect to accept the recission offer must
     tender all of their common stock currently held under the plan.

*    If you reject the offer, your account balance in the Jack Henry
       Common Stock Fund will not change and the Jack Henry common stock
        purchased on your behalf between January 1, 1994 and June 27, 2001
       will be registered under the Securities Act of 1933, effective as
of the date of this Prospectus.                           

   In order  to accept  the  offer you  must  complete the  form  provided
(attached as Appendix I to the Prospectus) and mail or return it by _______,  
2001 to Kevin D.  Williams, Jack Henry &  Associates, Inc., 663 Highway  60,  
Monett, Missouri 65708.                                                       

   If you have  any questions  regarding the  offer please  call Kevin  D.
Williams at (417) 235-6652 between 9:00 a.m. and 5:00 p.m., Central Standard  
Time.                                                                         

Sincerely,        

  /s/ Michael E. Henry
  --------------------
Michael E. Henry  

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INFORMATION CONTAINED  HEREIN  IS  SUBJECT TO  COMPLETION  OR  AMENDMENT.  A  
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH  THE  
SECURITIES AND  EXCHANGE COMMISSION.  THESE SECURITIES MAY  NOT BE SOLD  NOR  
MAY OFFERS TO BUY BE ACCEPTED  PRIOR TO THE TIME THE REGISTRATION  STATEMENT  
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR  
THE SOLICITATION OF AN  OFFER TO BUY NOR  SHALL THERE BE  ANY SALE OF  THESE  
SECURITIES IN ANY STATE IN WHICH  SUCH OFFER, SOLICITATION OR SALE WOULD  BE  
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  
ANY SUCH STATE.                                                               

PROSPECTUS (Subject to Completion, Issued July 30, 2001)                      

PROSPECTUS  

JACK HENRY & ASSOCIATES, INC.   

761,989  SHARES 

COMMON STOCK, $.01 PAR VALUE PER SHARE  

RESCISSION OFFER  

   Jack Henry & Associates,  Inc. offers, under  the terms and  conditions
described in the Prospectus, to rescind the previous purchase of a total  of  
761,989 shares  of Common  Stock, par  value $0.01  per share  (the  "Common  
Stock") by the trustee  (the "Trustee") under the  Jack Henry &  Associates,  
Inc. 401(k) Employee Stock Ownership Plan and Trust (the "Plan"), on  behalf  
of certain participants in the Plan (the "Rescission Offerees") for (i)  the  
consideration paid for such  Common Stock, plus  interest at the  applicable  
rate from the date of purchase, less any  dividends due or paid, or (ii)  in  
the event the  participant has  caused the sale  of such  Common Stock,  the  
consideration paid, less the  proceeds from the sale,  plus interest at  the  
applicable  rate,  less any dividends due  or paid (the "Rescission Offer").  
The Rescission Offer  applies to the  purchases of Common  Stock during  the  
period from January 1, 1994, through June 27, 2001, at split adjusted prices  
ranging from $1.06 per share to $31.40 per share.  The closing sale price of  
the Common Stock (as reported on Nasdaq) on July 26, 2001 was $28.66.         

   RESCISSION OFFEREES ARE  NOT  REQUIRED TO  ACCEPT THE RESCISSION OFFER.
RESCISSION OFFEREES WHO ELECT TO ACCEPT THE RESCISSION OFFER MUST TENDER ALL  
OF THEIR COMMON STOCK  CURRENTLY HELD UNDER THE  PLAN.  RESCISSION  OFFEREES  
WHO FAIL TO RESPOND TO THIS RESCISSION OFFER BY THE EXPIRATION DATE WILL  BE  
DEEMED BY THE COMPANY TO  HAVE DECLINED THE RESCISSION  OFFER.  NONE OF  THE  
PROCEEDS RESULTING FROM ACCEPTANCE  THEREOF WILL BE  PAID TO THE  RESCISSION  
OFFEREE, BUT WILL BE PAID UPON DELIVERY OF THE SECURITY OR ACCEPTANCE OF THE  
OFFER TO THE TRUSTEE FOR THE RESCISSION OFFEREE'S ACCOUNT AND REINVESTED  BY  
THE TRUSTEE AT THE NEXT INVESTMENT  DATE (UNLESS SUCH COMMON STOCK HAS  BEEN  
DISTRIBUTED  TO  THE  RESCISSION  OFFEREE  AS  A  RESULT  OF  RETIREMENT  OR  
TERMINATION OF EMPLOYMENT).                                                   

   The Rescission Offer will expire thirty (30) days from the date of this
Prospectus at  11:59 p.m.,  Central Standard  Time,  on _______,  2001  (the  
"Expiration Date").  Rescission  Offerees who do  not accept the  Rescission  
Offer will be  deemed to have  purchased registered Common  Stock under  the  
Securities Act of 1933, as amended  (the "Securities Act"), effective as  of  
the date of this Prospectus.                                                  
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -   

   THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY   THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY  STATE SECURITIES  COMMISSION NOR  
HAS THE  COMMISSION  OR ANY  STATE  SECURITIES COMMISSION  PASSED  UPON  THE  
ACCURACY OR ADEQUACY  OF THIS PROSPECTUS.   ANY REPRESENTATION  TO THE  CON-  
TRARY IS A CRIMINAL OFFENSE.                                                  
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -   

   INFORMATION CONTAINED  HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH  THE  
SECURITIES AND EXCHANGE  COMMISSION.  THESE SECURITIES MAY  NOT BE SOLD  NOR  
MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT  BECOMES  
EFFECTIVE.  THIS  PROSPECTUS SHALL NOT  CONSTITUTE AN OFFER  TO SELL OR  THE  
SOLICITATION OF  AN OFFER  TO BUY  NOR  SHALL THERE  BE  ANY SALE  OF  THESE  
SECURITIES.                                                                   

- - - - - - - - - - - - - - - - - - - - - - - - - - - - -   

The date of this Prospectus is ________, 2001.              

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TABLE OF CONTENTS   

Available Information............................................     3       
Incorporation by Reference.......................................     3       
The Company......................................................     4       
The Rescission Offer.............................................     4       
Background and Reasons for the Rescission Offer.............     4  
Terms of the Rescission Offer...............................     5  
How to Accept or Decline the Rescission Offer...............     6  
Questions About the Rescission Offer........................     7  
Tax Effects of the Rescission Offer.........................     7  
Funding the Rescission Offer................................     7  
Risk Factors.....................................................     7       
Use of Proceeds..................................................     7       
Legal Opinion....................................................     8       
Appendix I B Rescission Offeree's Acceptance Form................     9       

AVAILABLE INFORMATION   

   Jack  Henry  &  Associates,  Inc.  is  subject  to  the   informational
requirements of  the  Securities  Exchange Act  of  1934,  as  amended  (the  
"Exchange Act"), and in accordance therewith files reports, proxy statements  
and other  information  with the  Securities  and Exchange  Commission  (the  
"SEC").  Reports,  proxy  statements  and  other information  filed  by  the  
Company can  be inspected  and  copied at  prescribed  rates at  the  public  
reference facilities maintained by the SEC  at Room 1024, 450 Fifth  Street,  
N.W., Washington D.C. 20549,  and at the SEC's  Regional Offices located  at  
Seven World Trade Center,  New York, New York,  10048; and the  Northwestern  
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-  
2511.                                                                         

   Jack Henry &  Associates, Inc. has  filed with the  SEC a  registration
statement on Form S-3 (File No. 33             ) (herein, together with  all  
amendments and exhibits, referred to as the "Registration Statement")  under  
the Securities Act.  This Prospectus does not contain all of the information  
set forth in the Registration Statement, certain parts which are omitted  in  
accordance  with  the  rules  and  regulations  of  the  SEC.   For  further  
information, reference is hereby made to the Registration Statement.          

INCORPORATION BY REFERENCE  

   The following documents filed by Jack Henry & Associates, Inc. pursuant
to the Exchange Act are hereby incorporated by reference:                     

 (i)    The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000;                                            

(ii)   The Company's Current Report on Form 8-K filed on July 21, 2000; 

(iii)  The Company's Current Report on Form 8-K filed on July 27, 2000; 

(iv)   The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000;                                       

(v)    The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000;                                        

(vi)   The Company's Current Report on Form 8-K filed on January 18,    
2001;                                                     

(vii)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;                                           

(viii) The description of the Company's Common Stock contained in the   
    Company's Registration Statement on Form S-1 filed on July 14,
2000; and                                                 

(ix)   All other documents filed by the Company pursuant to Section     
     13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
 date of this Prospectus and prior to the termination of the
Rescission Offer.                                         

   Any statement  contained  herein  or  in  a  document  incorporated  by
reference or deemed to be incorporated  by reference herein shall be  deemed  
to be modified or superseded for  purposes of this Prospectus to the  extent  
that such  statement is  modified or  superseded by  any other  subsequently  
filed document which  is incorporated  or is  deemed to  be incorporated  by  
reference herein.  Any such statement so modified or superseded shall not be  
deemed, except as so  modified or superseded, to  constitute a part of  this  
Prospectus.                                                                   

   Jack Henry  & Associates,  Inc. will  provide  without charge  to  each
person, including any beneficial  owner, to whom a  copy of this  Prospectus  
has been delivered, upon the written or oral request of such person, a  copy  
of any or all of the  documents which are incorporated herein by  reference,  
other than exhibits to such documents (unless such exhibits are specifically  
incorporated  by reference  into such documents).  Please  contact Kevin  D.  
Williams, 663 Highway 60,  P.O. Box 807,  Monett, Missouri 65708,  telephone  
(417) 235-6652 to request such documents.                                     

THE COMPANY   

   Jack Henry &  Associates, Inc. ("JHA"  or the "Company")  is a  leading
provider of integrated computer systems to banks with under $10.0 billion of  
total assets, which we refer to as community banks, as well as credit unions  
and other financial institutions in the United States.  We offer a complete,  
integrated  suite  of  data  processing  system  solutions  to  improve  our  
customers' management of their  entire back-office and customer  interaction  
processes.  We believe our solutions enable our customers to provide  better  
service to their customers and compete more effectively against larger banks  
and alternative financial  institutions.  Our  customers either install  and  
use our systems in-house or outsource  these operations to us on a  turn-key  
basis.  We perform data conversion,  hardware and software installation  and  
software  customization   for  the   implementation  of   our  systems   and  
applications.  We also provide  continuing customer maintenance and  support  
services  to  ensure  proper  product  performance  and  reliability,  which  
provides us with continuing client relationships and recurring revenue.  For  
our customers who prefer  not to acquire hardware  and software, we  provide  
turn-key  outsourcing  services  through  nine  data  centers  and  14  item  
processing centers located across the United States.                          

   Our principal executive offices are located at 663 Highway 60, P.O. Box
807, Monett, Missouri 65708, and our telephone number is (417) 235-6652.      

THE RESCISSION OFFER  

Background and Reasons for the Rescission Offer                               

   The Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership  Plan
and Trust  (the  "Plan") is  a  qualified defined  contribution  plan  under  
Section 401(k)  of the  Internal Revenue  Code  of 1986,  as  amended.   The  
purpose of  the Plan  is to  provide a  voluntary, systematic  method for  a  
participant to save a specified percentage of the participant's compensation  
for retirement and  to defer federal  income tax, and  where allowed  state,  
city and county income taxes, on  such compensation, together with  matching  
contributions made by the Company ("Company Matching Contributions").         

   A participant's contributions are held in  a trust fund maintained  for
the benefit of participants  in the  Plan.  A participant  has the right  to  
decide how to invest these contributions.  There  are currently twelve  (12)  
different investment choices under the Plan.  In January, 1994, participants  
were first given  the option  to invest  their contributions  in the  Common  
Stock of Jack Henry & Associates, Inc. (the "Jack Henry Common Stock Fund").  
A participant must indicate the percentage of his  or her contribution to be  
allocated to each investment choice.  A participant may elect to defer up to  
15% of his or her compensation each year instead of receiving that amount in  
cash.  Company Matching Contributions are invested in accordance with and in  
the same percentages as  a Plan participants  investment election under  the  
Plan.  Approximately  every  two  weeks the  trustee  of the  Plan,  William  
Brinson (the "Trustee") purchases Jack Henry Common Stock for the benefit of  
Plan participants who elect to invest  in the Jack Henry Common Stock  Fund.  
The Common Stock is purchased  by the Trustee on  the open market at  market  
prices.                                                                       

   The Company  is  required  to  register  the  shares  of  Common  Stock
purchased by the Trustee  for the  Plan  under the Securities  Act of  1933.  
Although all  of  the  purchases  by  the Trustee  were  made  in  a  manner  
consistent  with  the  Plan,  and  the  investment  elections  of  the  Plan  
participants, the Company has  determined that up to  761,989 shares of  its  
Common Stock purchased by the Trustee between  January 1, 1994 and June  27,  
2001,  may  not  have  been  properly  registered  in  accordance  with  the  
Securities Act.  If violations of  securities laws occurred, the  Rescission  
Offeree for whom such Common Stock was purchased has the right to have  such  
shares of Common  Stock repurchased  by the  Company or,  if the  Rescission  
Offeree has already directed  and caused the sale  of such shares of  Common  
Stock, other relief.  This offer is being made to ensure compliance with the  
Securities Act.                                                               

   The Company's Board of Directors has  approved the Rescission Offer  in
order to limit any contingent liability the Company may have as  a result of  
possible noncompliance with applicable federal registration requirements  in  
connection with the purchase of the shares of Common Stock described above.   

   For federal securities  law purposes, nonacceptance  of the  Rescission
Offer may not terminate a Rescission Offeree's right to bring a civil action  
against the Company for failure to register the shares under the  Securities  
Act before expiration of the applicable statute of limitations.  The statute  
of limitations for enforcement of such  rights by a stockholder is one  year  
commencing on the date of the sale of Common Stock sold in violation of  the  
Federal registration requirements, but  in no event  later than three  years  
after the Common Stock was offered to the participants.                       

Terms of the Rescission Offer                                                 

   A Rescission  Offeree  who elected  to  allocate  some of  his  or  her
contributions in the Plan to the purchase of Jack Henry Common Stock at  any  
time between  January  1, 1994  and  June 27,  2001,  and who  is  currently  
enrolled in the Plan, may direct that  a sale of the Common Stock  purchased  
with his or her contributions during that  period be made by the Trustee  to  
the Company at the price the  Rescission Offeree paid for the Common  Stock,  
plus interest determined  by state law,  less any dividends  paid or due  on  
such  Common Stock.  In the event such  Rescission Offeree elects to  accept  
the Rescission Offer, the number of shares of Jack Henry Common Stock  owned  
by the  Rescission Offeree  under the  Plan will  be reduced  by  equivalent  
shares of Common Stock  purchased  by  the Trustee  during the above period.  
The proceeds from the Rescission Offer will be reinvested by the Trustee  in  
the participant's account  in accordance  with the  investment elections  on  
record as  of  the  next investment  date.  If such  Rescission Offeree  has  
already directed and caused the sale  of such Common Stock, the Trustee  may  
receive for the Rescission Offeree's account the price paid for such  Common  
Stock, less the sale  proceeds, plus interest at  such applicable rate  from  
the date of purchase, less any dividends received by such Rescission Offeree  
from such Common Stock.                                                       

   If the Rescission Offeree has directed  and caused the distribution  of
Common Stock from  the Plan, the  Rescission Offeree is  entitled to  obtain  
relief on the above terms, except any proceeds will be paid directly to  the  
Rescission Offeree or his beneficiary upon tender of such Common Stock.       

   Interest to be paid on the amounts described above will be  calculated,
in the case of shares of Common  Stock repurchased, for the period from  the  
date of purchase by the Rescission Offeree pursuant to the Plan to the  date  
of repurchase by the  Company.  The interest  rate per annum  to be paid  is  
determined by reference to state law and therefore will depend on the  state  
of residence of each Rescission Offeree.                                      

   The Rescission  offer  will  expire  on  _____________________________,
2001, the Expiration Date, which is thirty  (30) days from the date of  this  
Prospectus.                                                                   

   The following summarizes the amount that the Company estimates it  will
pay for shares of  Common Stock purchased by  the Company in the  Rescission  
Offer.                                                                        

Year     Average Per    Estimated    (Less)        Estimated      
Shares    Share Price    Interest     Dividends     Rescission      

1994        $1.57         $1.04         $1.21        $1.40        

1995         2.54          1.41          1.18         2.77        

1996         5.07          2.29          1.14         6.22        

1997         6.04          2.15          1.10         7.09        

1998         9.74          2.61          1.00        11.35        

1999         9.61          1.78           .87        10.52        

2000        21.50          1.81           .71        22.60        

2001        25.85          .90            .36        26.39        

(1)  Average Per Share Price Paid has been adjusted to reflect a 4-for-3      
   stock split on March 11, 1994; a 3-for-2 stock split on March 14, 1997;
a 2-for-1stock split on March 3, 2000; and a 2-for-1 stock split on 
March 5, 2001.                                                      

(2)  Assuming an annual interest rate of 7% and payment by the Company on     
June 30, 2001.  The rate of interest will vary according to the     
Rescission Offeree's state of residence.                            

   As of July 26,  2001, the closing  sale price of  the Common Stock  (as
reported on Nasdaq)  was  $28.66.  For the fifty-two  week period ending  on  
such date, the average sales price of the Common Stock ranged from a high of  
$33.24 to a low of $18.56.                                                    

   For Rescission Offerees  who accept the  Rescission Offer  and  who are
still enrolled in the  Plan, the Company and  the Trustee will complete  the  
transaction in accordance with the terms of the Rescission Offer. The number  
of shares held by the Rescission Offered  under the Plan will be reduced  by  
the equivalent  number  of shares  so  purchased  by the  Trustee,  and  all  
proceeds from  the Rescission  Offer will  be paid  to the  Trustee for  the  
Rescission Offeree's  account.  The Trustee will  reinvest such  proceeds in  
accordance with the Rescission Offeree's  investment elections on record  as  
of  the  next investment  date.  If the  Rescission Offeree  has  previously  
directed and caused  the Trustee to  distribute such  Common  Stock from the  
Plan, such  proceeds  will  be  paid directly  to  such  individual  or  his  
beneficiary within 30 days of tender of such Common Stock.                    

How to Accept or Decline this Rescission Offer                                

   A RESCISSION OFFEREE IS NOT LEGALLY  REQUIRED TO ACCEPT THE  RESCISSION
OFFER.  Acceptance of the Rescission  Offer is optional for each  Rescission  
Offeree who holds  units in the  Jack Henry Common  Stock Fund  representing  
shares of Common Stock covered  by this Rescission Offer.   In light of  the  
subsequent increases in market value of the Common Stock, acceptance of  the  
Rescission Offer may result in payment which is significantly less  than the  
current  market  value  of  the shares  of Common  Stock.  If  a  Rescission  
Offeree elects to reject the Rescission  Offer, the Rescission Offeree  will  
hold the same number of units in the Jack  Henry Common Stock Fund.  In  the  
event the  Rescission Offeree  elects to  accept the  Rescission Offer,  the  
Rescission Offeree must detach and  complete the form "Rescission  Offeree's  
Acceptance of Rescission Offer," attached hereto as Appendix 1, and  mail or  
return it to  Jack Henry &  Associates, Inc.,  Attn:  Kevin D. Williams, 663  
Highway 60, Monett, Missouri  65708,  as soon as practicable after  the date  
of receipt of this Prospectus but in  no event having a postmark later  than  
the Expiration Date.                                                          

   ANY RESCISSION OFFEREE WHO  FAILS TO NOTIFY THE  COMPANY IN WRITING  OF
HIS OR HER ACCEPTANCE OF THE RESCISSION OFFER, ON OR PRIOR TO THE EXPIRATION  
DATE WILL  BE  DEEMED  TO  HAVE  REJECTED  THE  RESCISSION  OFFER;  HOWEVER,  
ACCEPTANCE OR  REJECTION  OF  THE  RESCISSION  OFFER  MAY  NOT  TERMINATE  A  
RESCISSION OFFEREE'S RIGHT TO BRING A  CIVIL ACTION AGAINST THE COMPANY  FOR  
FAILURE TO  REGISTER THE  SHARES UNDER  FEDERAL SECURITIES  LAWS.   HOWEVER,  
FEDERAL LAW DOES PROVIDE THAT A  RESCISSION OFFEREE MAY LOSE ANY  RESCISSION  
RIGHTS UNDER FEDERAL SECURITIES LAWS ONE  YEAR FROM THE DATE OF PURCHASE  OF  
SUCH SHARES.                                                                  

Questions about the Rescission Offer                                          

   Rescission Offerees who have questions  about the Rescission Offer  may
call Kevin D.  Williams at (417)  235-6652 between 9:00  a.m and 5:00  p.m.,  
Central Standard time.                                                        

Use of Stock Repurchased by the Company in Rescission Offer                   

   The shares of Common Stock repurchased  by the Company pursuant to  the
Rescission Offer, if any, will become  treasury shares.  The Company has  no  
present plans to sell such treasury shares.                                   

Tax Effects of Rescission Offer                                               

   A Rescission  Offeree's  acceptance  or rejection  of  this  Rescission
Offer, or the sale of Common Stock pursuant to it, is not considered to be a  
taxable  event  before  withdrawal  or  distribution  of  funds  from   such  
Rescission Offeree's Plan account  to the Rescission Offeree  or his or  her  
beneficiary.  All funds paid by the Company for Common Stock of a Rescission  
Offeree as a result of this Rescission Offer will be paid to the Trustee and  
remain in  the Plan  trust and  will be  reinvested in  accordance with  the  
Rescission Offeree's existing investment  option(s) in the  Plan.  Upon  any  
later withdrawal or  distribution, any gain  resulting from this  Rescission  
Offer will generally be taxable as ordinary income to the Rescission Offeree  
or  his or  her beneficiary.  An  additional 10  percent income  tax may  be  
imposed in cases of early withdrawal.  Special tax advantages for some lump-  
sum distributions and rollovers are allowed.  Each Rescission Offeree should  
consult with his/her own tax advisor with regard to the proper tax treatment  
for him/her in connection with the Rescission Offer.                          

Funding the Rescission Offer                                                  

   The Company has sufficient funds available  to pay for the purchase  of
any shares of Common Stock which  may be tendered to it  as a result of  the  
Rescission Offer.  Because of the current market prices of its Common Stock,  
the Company  does  not  anticipate that  a  material  number  of  Rescission  
Offerees will elect to accept this Rescission Offer.                          

RISK FACTORS    

   The "Risk Factors" section within the  Company's annual report on  Form
10-K, filed on  September 27, 2000  is incorporated by  reference into  this  
Registration Statement on Form S-3.                                           

USE OF PROCEEDS   

   The Company will  receive no proceeds  from the  Rescission Offer.  The
Common Stock was originally purchased in brokerage transactions on the  open  
market for which the Company did not receive any proceeds.                    

LEGAL OPINION   

   The legality of the  Common Stock offered hereby  has been passed  upon
for the Company by Shughart Thomson & Kilroy, P.C., Kansas City, Missouri.    

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APPENDIX I  

RESCISSION OFFEREE'S ACCEPTANCE   
OF THE RESCISSION OFFER   
_______________   

   YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER.  IF YOU WISH TO
REJECT THE RESCISSION OFFER, DO NOT EXECUTE  AND RETURN THE FORM.  YOU  NEED  
TO DO NOTHING TO REJECT THIS RESCISSION OFFER.                                

   IF YOU WISH TO ACCEPT THE  RESCISSION OFFER, PLEASE EXECUTE AND  RETURN
THIS FORM, PURSUANT TO THE INSTRUCTIONS BELOW.                                
_______________   

Kevin D. Williams                                                             
Jack Henry & Associates, Inc.                                                 
663 Highway 60                                                                
Monett, Missouri  65708                                                       

Ladies and Gentlemen:                                                         

   The undersigned acknowledges receipt  of a Prospectus dated  _________,
2001, of Jack Henry  & Associates, Inc. (the  "Company"), together with  the  
Appendix thereto (the "Prospectus"), pursuant to which the Company offers to  
rescind (the "Rescission Offer") purchases by the trustee (the "Trustee") of  
the Jack Henry  & Associates, Inc.  401(k) Employee Stock  Ownership Plan  &  
Trust (the "Plan") of shares  of Common Stock   (the "Common Stock") of  the  
Company  between  January  1,  1994  and  June  27,  2001,  made  with   the  
undersigned's contributions to  the Plan, and,  if the  Rescission Offer  is  
accepted by the  undersigned, to  pay to  the Trustee  of the  undersigned's  
account the original  purchase price paid  by the Trustee  to purchase  such  
Common Stock, plus  interest thereon as  determined in  accordance with  the  
applicable rate, less any dividends due or paid on such Common Stock.         

   In the event the  undersigned elects to  accept this Rescission  Offer,
the undersigned understands that the number  of shares of Common Stock  held  
by the undersigned under the Plan will be reduced by an equivalent number of  
shares of Common Stock purchased by the Trustee during the above period  and  
all proceeds from such account balance reduction will be paid to the Trustee  
for  the  undersigned's  account  for  investment  in  accordance  with  the  
undersigned's current investment instructions.                                

   If the undersigned has  previously directed and  caused the Trustee  to
distribute such  Common Stock  from  the Plan,  the  proceeds will  be  paid  
directly to the  undersigned or  the undersigned's  beneficiary upon  timely  
tender of such Common Stock.                                                  

   Therefore, I hereby accept  the Rescission Offer  for the above  Common
Stock purchased by the Trustee with my contributions, on terms set forth  in  
this letter.  Furthermore, I direct that all payments be made to the Trustee  
for my Plan  account unless I  have previously directed  and caused a  prior  
distribution from the  Plan of such  Common Stock.   I understand and  agree  
that as a  result of such  acceptance, I will  no longer  hold Common  Stock  
under the Plan.                                                               

___________________________________     ____________________________________  
Name (please print)                     Signature                             

___________________________________     ____________________________________  
Street Address                          Date:                                 

___________________________________     ____________________________________  
City, State and Zip Code of             Social Security Number or             
Residence                               Taxpayer Identification Number        

Instructions:  In order to indicate your acceptance of the Rescission Offer,  
you must:                                                                     

  (1)  Sign the form and provide your complete address, date, and social
security or Taxpayer Identification Number, and           

(2)  Mail the form to the Company.                                  

Delivery Instructions: This form should be mailed to the Company as soon  as  
practicable, but in  no event having  a Postmark later  than the  Expiration  
Date  of  this  Rescission  Offer,   11:59  p.m.,  Central  Standard   Time,  
____________, 2001.                                                           

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PART II     

INFORMATION NOT REQUIRED IN THE PROSPECTUS  

ITEM 15.  INDEMNIFICATION OF OFFICERS AND DIRECTORS                           

   Section 145  of  the  Delaware General  Corporation  Law  (the  "DGCL")
permits a corporation to indemnify any of its directors and officers who was  
or is  a party  or is  threatened to  be made  a party  to any  third  party  
proceeding by reason of the fact  that such person is  or was a director  or  
officer of the  corporation, against expenses  (including attorneys'  fees),  
judgments, fines  and amounts  paid in  settlement actually  and  reasonably  
incurred by such person in connection with such action, suit or  proceeding,  
if such person acted in  good faith and in  a manner such person  reasonably  
believed to be in or not opposed  to the best interests of the  corporation,  
and, with respect to any criminal  action or proceeding, had not  reasonable  
cause to believe that such person's  conduct was unlawful.  In a  derivative  
action, i.e., one by or in the right of the corporation, the corporation  is  
permitted to indemnify  any of its  directors or  officers against  expenses  
(including attorneys' fees) actually and reasonably incurred by such  person  
in connection with the defense or settlement of such action or suit if  such  
person acted in good faith and  in a manner such person reasonably  believed  
to be in or  not opposed to  the best interests  of the corporation,  except  
that no  indemnification  shall be  made  if  such person  shall  have  been  
adjudged liable to the corporation, unless  and only to the extent that  the  
court in  which  such  action  or suit  was  brought  shall  determine  upon  
application that such person is fairly and reasonably entitled to  indemnity  
for such expenses despite such adjudication of liability.                     

   Article Eleventh of the Company's Certificate of Incorporation provides
for the indemnification of directors and officers of the Company against any  
liability they may incur in their  capacities as such to the fullest  extent  
permitted by the DGCL.                                                        

   The Company  has  entered  into  indemnification  agreements  with  its
directors and officers.  Pursuant to  such agreements, the  Company will, to  
the extent permitted by applicable law,  indemnify  such persons against all  
expenses incurred  in  connection with  the  defense or  settlement  of  any  
proceeding brought  against  them by  reason  of  the fact  that  they  were  
directors or officers of the Company.                                         

   The Company has in effect directors' and officers' liability  insurance
with a limit of $1,000,000 and fiduciary liability insurance with a limit of  
$1,000,000.  The fiduciary liability  insurance covers actions of  directors  
and officers  as well  as other  employees with  fiduciary  responsibilities  
under ERISA.                                                                  

ITEM 16.  EXHIBITS                                                            

   The Exhibits filed  herewith are  set forth  on the  Index to  Exhibits
filed as a part of this Registration Statement on page 14 hereof.             

ITEM 17.  UNDERTAKINGS                                                        

The undersigned hereby undertakes:                                  

   (a) That,  for the  purposes of  determining  any liability  under  the
Securities Act of 1933, each post-effective  amendment that contains a  form  
of prospectus shall be deemed to be a new registration statement relating to  
the securities offered therein, and the offering of such securities at  that  
time shall be deemed to be the initial bona fide offering thereof.            

   (b) Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and  
controlling persons of the Company pursuant to the foregoing provisions,  or  
otherwise, the  Company  has  been  advised  that  in  the  opinion  of  the  
Securities and Exchange  Commission such indemnification  is against  public  
policy as expressed  in the Act  and is, therefore,  unenforceable.  In  the  
event that a claim for indemnification against such liabilities (other  than  
the payment  by the  Company of  expenses incurred  or paid  by a  director,  
officer or controlling person  of the Company in  the successful defense  of  
any action, suit  or proceeding) is  asserted by such  director, officer  or  
controlling person in connection with  the securities being registered,  the  
Company will,  unless in  the opinion  of its  counsel the  matter has  been  
settled  by  controlling  precedent,  submit  to  a  court  of   appropriate  
jurisdiction the  question whether  such indemnification  by it  is  against  
public policy as  expressed in the  Act and will  be governed  by the  final  
adjudication of such issue.                                                   

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SIGNATURES  

   Pursuant to the requirements of the Securities Act of 1933,  registrant
certifies that it has  reasonable grounds to believe  that it meets all  the  
requirements for  filing Form  S-3 and  has  duly caused  this  registration  
statement to be  signed on  its behalf  by the  undersigned, thereunto  duly  
authorized, in the City of  Monett, State of Missouri,  on this 30th day  of  
July, 2001.                                                                   

                 JACK HENRY & ASSOCIATES, INC.
(Registrant)

            By: /s/ Michael E. Henry
                                ------------------------------------
            Michael E. Henry
                     Chairman of the Board and
                   Chief Executive Officer

   Each person whose signature appears below appoints Michael E. Henry and
Terry W.  Thompson or  either of  them,  as such  person's true  and  lawful  
attorneys to execute in the name of the  each such person, and to file,  any  
amendments to  this registration  statement that  either of  such  attorneys  
shall deem necessary or  advisable to enable the  Registrant to comply  with  
the Securities  Act of  1933, as  amended, and  any rules,  regulations  and  
requirements of the Securities and Exchange Commission with respect thereto,  
in connection  with  the registration  of  shares  of Common  Stock  of  the  
Registrant that are subject to the registration statement, which  amendments  
may make such changes in such registration statement as either of the above-  
named attorneys deems  appropriate to comply  with the  undertakings of  the  
Registrant made in connection with this registration statement; and each  of  
the undersigned hereby ratifies all that  either of said attorneys shall  do  
or cause to be done by virtue thereof.                                        

   Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
registration statement  has been  signed by  the  following persons  in  the  
capacities and on the dates indicated.                                        

Signature              Capacity                    Date                       

/s/ Michael E. Henry   Chairman of the Board and                              
--------------------   Chief Executive Officer     July 30, 2001              
Michael E. Henry                                                              

/s/ Terry W. Thompson  President                   July 30, 2001              
---------------------                                                         
Terry W. Thompson                                                             

/s/ John W. Henry      Vice Chairman, Senior Vice                             
---------------------  President and Director      July 30, 2001              
John W. Henry                                                                 

/s/ Jerry D. Hall      Executive Vice President                               
---------------------  and Director                July 30, 2001              
Jerry D. Hall                                                                 

/s/ Kevin D. Williams  Treasurer and Chief                                    
---------------------  Financial Officer           July 30, 2001              
Kevin D. Williams      (Principal Accounting                                  
Officer)                        

/s/ James J. Ellis     Director                    July 30, 2001              
---------------------                                                         
James J. Ellis                                                                

/s/ Burton O. George   Director                    July 30, 2001              
---------------------                                                         
Burton O. George                                                              

/s/ George R. Curry    Director                    July 30, 2001              
---------------------                                                         
George R. Curry                                                               

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INDEX TO EXHIBITS   

Exhibit No.    Description                                                    
-----------    -----------                                                    
4.1.1          Certificate of Incorporation of the Company (incorporated by   
           reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, filed November 17, 1985).

4.1.2          Certificate of Amendment of Certificate of Incorporation       
             (incorporated by reference from Exhibit 4 to the Registrant's
            Quarterly Report on Form 10-Q for the Quarter ended December
31, 1987).                                      

4.1.3          Certificate of Amendment of Certificate of Incorporation       
  (incorporated by reference from Exhibit 3.1 to the
          Registrant's Annual Report on Form 10-K for the Year Ended
June 30, 1993).                                 

4.1.4          Certificate of Amendment of Certificate of Incorporation       
  (incorporated by reference from Exhibit 3.5 to the
          Registrant's Annual Report on Form 10-K for the year ended
June 30, 1997).                                 

4.1.5          Certificate of Amendment of Certificate of Incorporation       
  (incorporated by reference from Exhibit 3.6 to the
          Registrant's Annual Report on Form 10-K for the year ended
June 30, 1998).                                 

4.2            Amended and Restated Bylaws of the Company (incorporated by    
             reference from Exhibit A to the Registrant's Quarterly Report
   on Form 10-Q for the Quarter ended March 31, 1996).

5.1            Opinion of Shughart Thomson & Kilroy P.C., regarding the       
legality of securities to be issued.            

23.1           Consent of Deloitte & Touche LLP.                              

23.2           Consent of Shughart Thomson & Kilroy, P.C. (contained in       
their opinion filed as exhibit 5.1).            

24.1           Powers of attorney (set forth on the signature page of this    
registration statement).                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		7/30/01		1		8
		7/26/01		4		5
		7/23/01		2
		6/30/01		5					10-K
		6/27/01		3		6			S-8
		3/31/01		5					10-Q
		3/5/01		5
		1/18/01		5					8-K
		12/31/00		5					10-Q,  11-K
		9/30/00		5					10-Q
		9/27/00		5					10-K,  DEF 14A
		7/27/00		5					8-K
		7/21/00		5					8-K
		7/14/00		5					S-1
		6/30/00		5					10-K,  DEF 14A
		3/3/00		5
		6/30/98		9					10-K,  DEF 14A
		6/30/97		9					10-K,  10-K/A,  DEF 14A,  PRE 14A
		3/14/97		5
		3/31/96		9					10-Q
		3/11/94		5
		1/1/94		3		6
		6/30/93		9
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