SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 02549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES AND EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): April 7, 1998


                           BENEFICIAL CORPORATION
 -------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


             Delaware                 1-1177             51-0003820
 -------------------------------------------------------------------------
  (State or Other Jurisdiction     (Commission         (IRS Employer
        of Incorporation)          File Number)     Identification Number)


  301 North Walnut Street, Wilmington, Delaware               19801
 -------------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)


   Registrant's Telephone number, including area code: (302) 425-2500




Item 1.  Changes in Control of Registrant.

         (a) Not applicable.

         (b) On April 7, 1998, Beneficial Corporation ("Beneficial")
announced that it had entered into a definitive merger agreement (the
"Merger Agreement") with Household International, Inc. ("Household") and
Household Acquisition Corporation II ("HAC"), pursuant to which Beneficial
and Household would combine their business operations by means of a merger
(the "Merger") of HAC with and into Beneficial with Beneficial continuing
as the surviving corporation and a wholly owned subsidiary of Household. In
the Merger, (i) holders of common stock, par value $.01 per share
("Beneficial Common Stock"), will receive 1.0222 shares of common stock,
par value $1.00 per share ("Household Common Stock"), of Household for each
such share; (ii) holders of shares of the $5.50 Dividend Cumulative
Convertible Preferred Stock, without par value ("Beneficial Convertible
Preferred Stock"), of Beneficial will receive for each such share the
number of shares of Household Common Stock they would have been entitled to
receive had they converted such shares of Beneficial Convertible Preferred
Stock into shares of Beneficial Common Stock immediately prior to the
effective time of the Merger; and (iii) holders of Beneficial's other
series of preferred stock will receive shares of Household preferred stock
with identical terms, except that all such shares will be entitled to one
vote per share, voting as a single class with the holders of shares of
Household Common Stock.

             Consummation of the Merger is subject to regulatory clearance,
the approval of the stockholders of both Beneficial and Household and other
customary conditions.

             In connection with the execution of the Merger Agreement,
Beneficial and Household have granted each other cross options for 19.9% of
the outstanding shares of Beneficial Common Stock and Household Common
Stock, respectively (collectively, the "Options").

             The foregoing discussion of the Merger Agreement and the
Options is a summary only and is qualified in its entirety by reference to
the full texts of the Merger Agreements and the Stock Option Agreements
relating to the Options, all of which are filed as exhibits hereto and
incorporated by reference herein.

             Prior to the execution and delivery of the Merger Agreement,
the Board of Directors of Beneficial took all actions necessary, including
the adoption and approval of an amendment to the Renewed Rights Agreement,
dated as of August 22, 1996 (the "Amendment"), between Beneficial and First
Chicago Trust Company of New York (the "Rights Agreement"), to render the
Rights Agreement, Article VIII of Beneficial's Certificate of Incorporation
and Section 203 of the Delaware General Corporation Law inapplicable to the
Merger and the Option granted by Beneficial to Household. A copy of the
Amendment is filed as an exhibit hereto and incorporated by reference
herein.

Item 7.  Financial Statements, Pro Forma Financial Information and
         Exhibits

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits.

         2.1   Agreement and Plan of Merger, dated as of April 7, 1998,
               among Household International, Inc., Household Acquisition
               Corporation II and Beneficial Corporation. 

         2.2   Stock Option Agreement, dated April 7, 1998, between 
               Beneficial Corporation and Household International, Inc.

         2.3   Stock Option Agreement, dated April 7, 1998, between
               Household International, Inc. and Beneficial Corporation.

         4.1   Amendment, dated as of April 7, 1998, to Renewed Rights 
               Agreement, dated as of August 22, 1996, between Beneficial 
               Corporation and The First Chicago Trust Company of New York.



                                 SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                    BENEFICIAL CORPORATION


Dated: April 20, 1998               By: /s/  Scott A. Siebels
                                       --------------------------------
                                       Name:  Scott A. Siebels
                                       Title: Senior Vice President,
                                              Corporate Secretary, and
                                              Assistant General Counsel




                             Index to Exhibits


  Exhibit                       Exhibit
  Number
  ------
    2.1           Agreement and Plan of Merger, dated as of April 7,
                  1998, among Household International, Inc., Household
                  Acquisition Corporation II and Beneficial Corporation.

    2.2           Stock Option Agreement, dated April 7, 1998,
                  between Beneficial Corporation and Household
                  International, Inc.

    2.3           Stock Option Agreement, dated April 7, 1998,
                  between Household International, Inc. and Beneficial
                  Corporation.

    4.1           Amendment, dated as of April 7, 1998, to Renewed Rights 
                  Agreement, dated as of August 22, 1996, between Beneficial 
                  Corporation and The First Chicago Trust Company of New York.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6654}]
{"company-data": {"conformed-name": "BENEFICIAL CORP", "cik": "0000008960", "assigned-sic": "6141", "irs-number": "510003820", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-01177", "film-number": "98597165"}, "business-address": {"street1": "ONE CHRISTINA CENTRE", "street2": "301 N WALNUT ST", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024252500"}, "mail-address": {"street1": "301 NORTH WALNUT STREET", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "former-company": [{"former-conformed-name": "BENEFICIAL NATIONAL CORP", "date-changed": "19700909"}, {"former-conformed-name": "BENEFICIAL FINANCE CO", "date-changed": "19700522"}]}
SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 02549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES AND EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): April 7, 1998

                           BENEFICIAL CORPORATION
 -------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

             Delaware                 1-1177             51-0003820
 -------------------------------------------------------------------------
  (State or Other Jurisdiction     (Commission         (IRS Employer
        of Incorporation)          File Number)     Identification Number)

  301 North Walnut Street, Wilmington, Delaware               19801
 -------------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)

   Registrant's Telephone number, including area code: (302) 425-2500

Item 1.  Changes in Control of Registrant.

         (a) Not applicable.

         (b) On April 7, 1998, Beneficial Corporation ("Beneficial")
announced that it had entered into a definitive merger agreement (the
"Merger Agreement") with Household International, Inc. ("Household") and
Household Acquisition Corporation II ("HAC"), pursuant to which Beneficial
and Household would combine their business operations by means of a merger
(the "Merger") of HAC with and into Beneficial with Beneficial continuing
as the surviving corporation and a wholly owned subsidiary of Household. In
the Merger, (i) holders of common stock, par value $.01 per share
("Beneficial Common Stock"), will receive 1.0222 shares of common stock,
par value $1.00 per share ("Household Common Stock"), of Household for each
such share; (ii) holders of shares of the $5.50 Dividend Cumulative
Convertible Preferred Stock, without par value ("Beneficial Convertible
Preferred Stock"), of Beneficial will receive for each such share the
number of shares of Household Common Stock they would have been entitled to
receive had they converted such shares of Beneficial Convertible Preferred
Stock into shares of Beneficial Common Stock immediately prior to the
effective time of the Merger; and (iii) holders of Beneficial's other
series of preferred stock will receive shares of Household preferred stock
with identical terms, except that all such shares will be entitled to one
vote per share, voting as a single class with the holders of shares of
Household Common Stock.

             Consummation of the Merger is subject to regulatory clearance,
the approval of the stockholders of both Beneficial and Household and other
customary conditions.

             In connection with the execution of the Merger Agreement,
Beneficial and Household have granted each other cross options for 19.9% of
the outstanding shares of Beneficial Common Stock and Household Common
Stock, respectively (collectively, the "Options").

             The foregoing discussion of the Merger Agreement and the
Options is a summary only and is qualified in its entirety by reference to
the full texts of the Merger Agreements and the Stock Option Agreements
relating to the Options, all of which are filed as exhibits hereto and
incorporated by reference herein.

             Prior to the execution and delivery of the Merger Agreement,
the Board of Directors of Beneficial took all actions necessary, including
the adoption and approval of an amendment to the Renewed Rights Agreement,
dated as of August 22, 1996 (the "Amendment"), between Beneficial and First
Chicago Trust Company of New York (the "Rights Agreement"), to render the
Rights Agreement, Article VIII of Beneficial's Certificate of Incorporation
and Section 203 of the Delaware General Corporation Law inapplicable to the
Merger and the Option granted by Beneficial to Household. A copy of the
Amendment is filed as an exhibit hereto and incorporated by reference
herein.

Item 7.  Financial Statements, Pro Forma Financial Information and
         Exhibits

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits.

         2.1   Agreement and Plan of Merger, dated as of April 7, 1998,
               among Household International, Inc., Household Acquisition
               Corporation II and Beneficial Corporation. 

         2.2   Stock Option Agreement, dated April 7, 1998, between 
               Beneficial Corporation and Household International, Inc.

         2.3   Stock Option Agreement, dated April 7, 1998, between
               Household International, Inc. and Beneficial Corporation.

         4.1   Amendment, dated as of April 7, 1998, to Renewed Rights 
               Agreement, dated as of August 22, 1996, between Beneficial 
               Corporation and The First Chicago Trust Company of New York.

                                 SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                    BENEFICIAL CORPORATION

Dated: April 20, 1998               By: /s/  Scott A. Siebels
                                       --------------------------------
                                       Name:  Scott A. Siebels
                                       Title: Senior Vice President,
                                              Corporate Secretary, and
                                              Assistant General Counsel

                             Index to Exhibits

  Exhibit                       Exhibit
  Number
  ------
    2.1           Agreement and Plan of Merger, dated as of April 7,
                  1998, among Household International, Inc., Household
                  Acquisition Corporation II and Beneficial Corporation.

    2.2           Stock Option Agreement, dated April 7, 1998,
                  between Beneficial Corporation and Household
                  International, Inc.

    2.3           Stock Option Agreement, dated April 7, 1998,
                  between Household International, Inc. and Beneficial
                  Corporation.

    4.1           Amendment, dated as of April 7, 1998, to Renewed Rights 
                  Agreement, dated as of August 22, 1996, between Beneficial 
                  Corporation and The First Chicago Trust Company of New York.