
     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.  [   ]

<PAGE>

                        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.

<PAGE>

                  [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


<PAGE>

 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.

<PAGE>

                              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.

<PAGE>

                                  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.

<PAGE>

                                  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.
<PAGE>

                                  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




<PAGE>

                              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).

