<PAGE>   1


As filed with the Securities and Exchange Commission on September 26, 1997

                                                Registration No.  333-



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                     _____________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                     _____________________________________

                        HOUSEHOLD INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)

        Delaware                                        36-3121988
(State of Incorporation)                (I.R.S. Employer Identification No.)

              2700 Sanders Road, Prospect Heights, Illinois  60070
              (Address of principal executive offices)  (Zip Code)

                       HFC BANK PLC PROFIT SHARING SCHEME
                            (Full title of the Plan)
                           __________________________

                           PATRICK D. SCHWARTZ, ESQ.
               Associate General Counsel and Assistant Secretary
                         Household International, Inc.
              2700 Sanders Road, Prospect Heights, Illinois  60070
                                 (847) 564-6301
           (Name, address and telephone number of agent for service)
                          _________________________

                                      

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                  
  Title of                                                        Proposed               Proposed        
Securities                                   Amount                Maximum                Maximum                Amount of
to be                                        to be              Offering Price           Aggregate              Registration
Registered                                 Registered            Per Share (2)        Offering Price (2)             Fee
   (1)                                                                                                                     
<S>                                        <C>                 <C>                    <C>                       <C>          
                                                                                 

Common Stock,
Par Value                                   100,000             Not applicable         $11,125,000               $3,372
$1 per Share                                 shares
                                         
</TABLE>



(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      The proposed maximum aggregate offering price and the amount of the
         registration fee are estimated pursuant to rule 457(h) based upon the
         average of the high and low prices ($111.25) reported for the Common
         Stock on the New York Stock Exchange Composite Tape on September 25,
         1997.

                         _____________________________

This Registration Statement shall hereafter become effective in accordance
                  with the provision of Section 8(a) of the
                            Securities Act of 1933

<PAGE>   2


                                     PART I

The guide booklet for the HFC Bank plc Profit Sharing Scheme contains the
information required pursuant to Part I of this Registration Statement on Form
S-8.  Pursuant to the Note to Part I of Form S-8, the booklet is not being
filed as part of this Registration Statement but is available upon request as
set forth in "Available Information and Incorporation of Certain Documents by
Reference."


                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  AVAILABLE INFORMATION AND INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE

                 Household International, Inc. ("Household") is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Such reports, proxy statements,
and other information can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and the Commission's Regional Offices at Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661, and Seven World Trade Center, New
York, New York  10048 and may also be accessed through the Web site maintained
by the Commission at http:\\www.sec.gov.  Copies of such material can also be
obtained at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C.  20549.  In addition,
reports, proxy statements, and other material concerning Household can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, and the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois  60605.

The following documents filed with the Commission are incorporated herein by
reference:

                 (a)  Household's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
         latest prospectus filed pursuant to Rule 424(b) under the Securities
         Act of 1933, which contains, either directly or by incorporation by
         reference, audited financial statements for Household's latest fiscal
         year for which such statements have been filed.

                 (b)  All other reports filed pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the annual report or the prospectus
         incorporated pursuant to (a) above.

                 (c)  The description of the Common Stock offered herein which
         is contained in any registration statements filed under Section 12 of
         the Securities Exchange Act of 1934, including any amendments or
         reports filed for the purpose of updating such description.

                 All documents subsequently filed by Household pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

                 Household will provide without charge to each person making a
written or an oral request, a copy of guide booklet and the Trust Deed and
Rules for the 1-4-1 Plan and all of the documents incorporated herein by
reference (other than exhibits to such documents).

                 Requests should be directed to: Household International, Inc.,
2700 Sanders Road, Prospect Heights, IL  60070, Attention: Office of the
Secretary (Telephone: (847) 564-5000).





                                      II-1

<PAGE>   3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 The validity of the shares of Common Stock offered hereby will
be passed upon for Household by John W. Blenke, Vice President-Corporate Law
and Assistant Secretary for the Company.  Mr. Blenke is a full-time employee
and an officer of Household and owns and holds options to purchase shares of
the Common Stock of Household.

                 The financial statements of Household and its subsidiaries
incorporated by reference in this Registration Statement to the extent and for
the periods indicated in its reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said reports.

ITEM 7.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The General Corporation Law of Delaware (Section 102) allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or to any of its stockholders for monetary damage for a
breach of his/her fiduciary duty as a director, except in the case where the
director breached his/her duty of loyalty, failed to act in good faith, engaged
in intentional misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of Delaware corporate
law or obtained an improper personal benefit.  The Restated Certificate of
Incorporation, as amended, of Household International, Inc. (the "Company"),
contains a provision which eliminated directors' personal liability as set
forth above.

                 The General corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors of officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and authorizes the Company to buy
directors' and officers' liability insurance.  Such indemnification is not
exclusive of any other right to which those indemnified may be entitled under
any bylaw, agreement, bote of stockholders or otherwise.

                 Household's Restated Certificate of Incorporation, a amended,
provides for indemnification to the fullest extent as expressly authorized by
Section 145 of the General Corporation Law of Delaware for directors, officers
and employees of Household and also to persons who are serving at the request
of Household as directors, officers or employees of other corporations
(including subsidiaries).  This right of indemnification is not exclusive of
any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.

                 Household has purchased liability policies which indemnify its
officers and directors against loss arising from claims by reason of their
legal liability for acts as officers, subject to limitations and conditions as
set forth in the policies.

ITEM 8.  EXHIBITS.

         4       Trust Deed and Rules of the HFC Bank plc Share Scheme.

         5       Opinion of John W. Blenke, Vice President-Corporate Law and
                 Assistant Secretary of Household International, Inc.

         23.1    Consent of John W. Blenke, Vice President-Corporate Law and
                 Assistant Secretary of Household International, Inc. is
                 contained in his opinion filed as Exhibit 5 hereto.

         23.2    Consent of Arthur Andersen LLP, Certified Public Accountants

         24      Power of Attorney is set forth on page II-5 of this
                 Registration Statement.





                                      II-2

<PAGE>   4

ITEM 9.  UNDERTAKINGS.

         A.      To Transmit Certain Materials.

                 Household hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each employee to whom the Prospectus is sent
or given, a copy of Household's latest annual report to shareholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Prospectus,
to deliver, or cause to be delivered to each employee to whom the Prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.

         B.      Undertaking to Update Annually.

                 Household hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of Household's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement 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.


         C.      Continuous Offering.

                 Household hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                 (ii)  To reflect in the Prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) (Section
         230.424(b) of this chapter) if, in the aggregate, the changes in
         volume and price set forth in the "Calculation of Registration Fee"
         table in the effective registration statement;

                 (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement; provided, however, that the undertakings set
         forth in paragraphs (i) and (ii) above do not apply if the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to section 13 or section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

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

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.





                                      II-3

<PAGE>   5

         (4)  That for purposes of determining any liability under the
Securities Act of 1933, each filing of Household's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         D.      Indemnification.

                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Household pursuant to the foregoing provisions, or otherwise,
Household 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 Household
of expenses incurred or paid by a director, officer or controlling person of
Household in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
Common Stock being registered, Household 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.





                                      II-4

<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Prospect Heights, and State of Illinois, on the
26th day of September, 1997.



                                        HOUSEHOLD INTERNATIONAL, INC.


                                        By      William F. Aldinger
                                          ---------------------------
                                                (William F. Aldinger)
                                                 Chairman and Chief
                                                  Executive Officer


         Each person whose signature appears below constitutes and appoints J.
W. Blenke, L. S. Mattenson and P. D. Schwartz and each or any of them (with
full power to act alone), and his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her in
his/her name, place and stead, in any and all capacities, to sign and file with
the Securities and Exchange Commission, any an all amendments (including
post-effective amendments) to the Registration Statement, granting unto each
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that such attorney-in-fact and agent or their substitutes
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 26th day of September, 1997.




       Signature                                                   Title


    William F. Aldinger              Chairman, Chief Executive Officer
-----------------------------        and Director (as Principal Executive
    (William F. Aldinger)            Officer)                            
                                             

     Robert J. Darnall               Director
-----------------------------
    (Robert J. Darnall)

      Gary G. Dillon                 Director
-----------------------------
     (Gary G. Dillon)

     John A. Edwardson               Director
-----------------------------
    (John A. Edwardson)

      Mary J. Evans                  Director
-----------------------------
     (Mary J. Evans)





                                     II-5

<PAGE>   7
   

      Dudley Fishburn                Director
-----------------------------
     (Dudley Fishburn)

   Cyrus F. Freidheim, Jr.           Director
-----------------------------  
  (Cyrus F. Freidheim, Jr.)

      Louis E. Levy                  Director
-----------------------------
     (Louis E. Levy)

      George A. Lorch                Director
-----------------------------
     (George A. Lorch)

      John D. Nichols                Director
-----------------------------
     (John D. Nichols)

      James B. Pitblado              Director
-----------------------------
     (James B. Pitblado)

      S. Jay Stewart                 Director
-----------------------------
     (S. Jay Stewart)

   Louis W. Sullivan, M.D.           Director
-----------------------------
  (Louis W. Sullivan, M.D.)

    David A. Schoenholz              Executive Vice President-Chief Financial
-----------------------------        Officer (as Principal Accounting and
   (David A. Schoenholz)             Financial Officer)               
              
                                                          








                                      II-6
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1

As filed with the Securities and Exchange Commission on September 26, 1997

                                                Registration No.  333-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                     _____________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                     _____________________________________

                        HOUSEHOLD INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)

        Delaware                                        36-3121988
(State of Incorporation)                (I.R.S. Employer Identification No.)

              2700 Sanders Road, Prospect Heights, Illinois  60070
              (Address of principal executive offices)  (Zip Code)

                       HFC BANK PLC PROFIT SHARING SCHEME
                            (Full title of the Plan)
                           __________________________

                           PATRICK D. SCHWARTZ, ESQ.
               Associate General Counsel and Assistant Secretary
                         Household International, Inc.
              2700 Sanders Road, Prospect Heights, Illinois  60070
                                 (847) 564-6301
           (Name, address and telephone number of agent for service)
                          _________________________

                                      

                        CALCULATION OF REGISTRATION FEE
Title of                                                        Proposed               Proposed        
Securities                                   Amount                Maximum                Maximum                Amount of
to be                                        to be              Offering Price           Aggregate              Registration
Registered                                 Registered            Per Share (2)        Offering Price (2)             Fee
   (1)
Common Stock,
Par Value                                   100,000             Not applicable         $11,125,000               $3,372
$1 per Share                                 shares
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      The proposed maximum aggregate offering price and the amount of the
         registration fee are estimated pursuant to rule 457(h) based upon the
         average of the high and low prices ($111.25) reported for the Common
         Stock on the New York Stock Exchange Composite Tape on September 25,
         1997.

                         _____________________________

This Registration Statement shall hereafter become effective in accordance
                  with the provision of Section 8(a) of the
                            Securities Act of 1933
2

                                     PART I

The guide booklet for the HFC Bank plc Profit Sharing Scheme contains the
information required pursuant to Part I of this Registration Statement on Form
S-8.  Pursuant to the Note to Part I of Form S-8, the booklet is not being
filed as part of this Registration Statement but is available upon request as
set forth in "Available Information and Incorporation of Certain Documents by
Reference."

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  AVAILABLE INFORMATION AND INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE

                 Household International, Inc. ("Household") is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Such reports, proxy statements,
and other information can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and the Commission's Regional Offices at Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661, and Seven World Trade Center, New
York, New York  10048 and may also be accessed through the Web site maintained
by the Commission at http:\\www.sec.gov.  Copies of such material can also be
obtained at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C.  20549.  In addition,
reports, proxy statements, and other material concerning Household can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, and the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois  60605.

The following documents filed with the Commission are incorporated herein by
reference:

                 (a)  Household's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
         latest prospectus filed pursuant to Rule 424(b) under the Securities
         Act of 1933, which contains, either directly or by incorporation by
         reference, audited financial statements for Household's latest fiscal
         year for which such statements have been filed.

                 (b)  All other reports filed pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the annual report or the prospectus
         incorporated pursuant to (a) above.

                 (c)  The description of the Common Stock offered herein which
         is contained in any registration statements filed under Section 12 of
         the Securities Exchange Act of 1934, including any amendments or
         reports filed for the purpose of updating such description.

                 All documents subsequently filed by Household pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

                 Household will provide without charge to each person making a
written or an oral request, a copy of guide booklet and the Trust Deed and
Rules for the 1-4-1 Plan and all of the documents incorporated herein by
reference (other than exhibits to such documents).

                 Requests should be directed to: Household International, Inc.,
2700 Sanders Road, Prospect Heights, IL  60070, Attention: Office of the
Secretary (Telephone: (847) 564-5000).

                                      II-1
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 The validity of the shares of Common Stock offered hereby will
be passed upon for Household by John W. Blenke, Vice President-Corporate Law
and Assistant Secretary for the Company.  Mr. Blenke is a full-time employee
and an officer of Household and owns and holds options to purchase shares of
the Common Stock of Household.

                 The financial statements of Household and its subsidiaries
incorporated by reference in this Registration Statement to the extent and for
the periods indicated in its reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said reports.

ITEM 7.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The General Corporation Law of Delaware (Section 102) allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or to any of its stockholders for monetary damage for a
breach of his/her fiduciary duty as a director, except in the case where the
director breached his/her duty of loyalty, failed to act in good faith, engaged
in intentional misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of Delaware corporate
law or obtained an improper personal benefit.  The Restated Certificate of
Incorporation, as amended, of Household International, Inc. (the "Company"),
contains a provision which eliminated directors' personal liability as set
forth above.

                 The General corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors of officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and authorizes the Company to buy
directors' and officers' liability insurance.  Such indemnification is not
exclusive of any other right to which those indemnified may be entitled under
any bylaw, agreement, bote of stockholders or otherwise.

                 Household's Restated Certificate of Incorporation, a amended,
provides for indemnification to the fullest extent as expressly authorized by
Section 145 of the General Corporation Law of Delaware for directors, officers
and employees of Household and also to persons who are serving at the request
of Household as directors, officers or employees of other corporations
(including subsidiaries).  This right of indemnification is not exclusive of
any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.

                 Household has purchased liability policies which indemnify its
officers and directors against loss arising from claims by reason of their
legal liability for acts as officers, subject to limitations and conditions as
set forth in the policies.

ITEM 8.  EXHIBITS.

         4       Trust Deed and Rules of the HFC Bank plc Share Scheme.

         5       Opinion of John W. Blenke, Vice President-Corporate Law and
                 Assistant Secretary of Household International, Inc.

         23.1    Consent of John W. Blenke, Vice President-Corporate Law and
                 Assistant Secretary of Household International, Inc. is
                 contained in his opinion filed as Exhibit 5 hereto.

         23.2    Consent of Arthur Andersen LLP, Certified Public Accountants

         24      Power of Attorney is set forth on page II-5 of this
                 Registration Statement.

                                      II-2
4

ITEM 9.  UNDERTAKINGS.

         A.      To Transmit Certain Materials.

                 Household hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each employee to whom the Prospectus is sent
or given, a copy of Household's latest annual report to shareholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Prospectus,
to deliver, or cause to be delivered to each employee to whom the Prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.

         B.      Undertaking to Update Annually.

                 Household hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of Household's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement 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.

         C.      Continuous Offering.

                 Household hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                 (ii)  To reflect in the Prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) (Section
         230.424(b) of this chapter) if, in the aggregate, the changes in
         volume and price set forth in the "Calculation of Registration Fee"
         table in the effective registration statement;

                 (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement; provided, however, that the undertakings set
         forth in paragraphs (i) and (ii) above do not apply if the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to section 13 or section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

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

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                      II-3
5

         (4)  That for purposes of determining any liability under the
Securities Act of 1933, each filing of Household's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         D.      Indemnification.

                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Household pursuant to the foregoing provisions, or otherwise,
Household 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 Household
of expenses incurred or paid by a director, officer or controlling person of
Household in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
Common Stock being registered, Household 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.

                                      II-4
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Prospect Heights, and State of Illinois, on the
26th day of September, 1997.

                                        HOUSEHOLD INTERNATIONAL, INC.

                                        By      William F. Aldinger
                                          ---------------------------
                                                (William F. Aldinger)
                                                 Chairman and Chief
                                                  Executive Officer

         Each person whose signature appears below constitutes and appoints J.
W. Blenke, L. S. Mattenson and P. D. Schwartz and each or any of them (with
full power to act alone), and his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her in
his/her name, place and stead, in any and all capacities, to sign and file with
the Securities and Exchange Commission, any an all amendments (including
post-effective amendments) to the Registration Statement, granting unto each
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that such attorney-in-fact and agent or their substitutes
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 26th day of September, 1997.

       Signature                                                   Title

    William F. Aldinger              Chairman, Chief Executive Officer
-----------------------------        and Director (as Principal Executive
    (William F. Aldinger)            Officer)                            
                                             

     Robert J. Darnall               Director
-----------------------------
    (Robert J. Darnall)

      Gary G. Dillon                 Director
-----------------------------
     (Gary G. Dillon)

     John A. Edwardson               Director
-----------------------------
    (John A. Edwardson)

      Mary J. Evans                  Director
-----------------------------
     (Mary J. Evans)

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      Dudley Fishburn                Director
-----------------------------
     (Dudley Fishburn)

   Cyrus F. Freidheim, Jr.           Director
-----------------------------  
  (Cyrus F. Freidheim, Jr.)

      Louis E. Levy                  Director
-----------------------------
     (Louis E. Levy)

      George A. Lorch                Director
-----------------------------
     (George A. Lorch)

      John D. Nichols                Director
-----------------------------
     (John D. Nichols)

      James B. Pitblado              Director
-----------------------------
     (James B. Pitblado)

      S. Jay Stewart                 Director
-----------------------------
     (S. Jay Stewart)

   Louis W. Sullivan, M.D.           Director
-----------------------------
  (Louis W. Sullivan, M.D.)

    David A. Schoenholz              Executive Vice President-Chief Financial
-----------------------------        Officer (as Principal Accounting and
   (David A. Schoenholz)             Financial Officer)               
              
                                                          

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