ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 23, 2009, Jackson Hewitt Tax Service Inc. (the "Company") entered into an amendment (the "Amendment") to the Rights Agreement, dated June 24, 2004, by and between the Company and American Stock Transfer & Trust Company (as successor to The Bank of New York) as Rights Agent (the "Rights Agreement").

The Amendment changes the final expiration date of the Series A Junior Participating Preferred Stock purchase rights (the "Rights") issued pursuant to the Rights Agreement from June 24, 2014, to September 28, 2009. Accordingly, the Rights will expire at the close of business on September 28, 2009, and the Rights Agreement will terminate and be of no further force and effect. The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended. A copy of the Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 1.02.

ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

See Exhibit Index.

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