<PAGE>
                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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 issuer as specified in its charter)

<TABLE>
<S>                                    <C>
              DELAWARE                       36-3121988
   (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)       Identification No.)
2700 SANDERS ROAD, PROSPECT HEIGHTS,           60070
                 IL
   (Address of Principal Executive           (Zip Code)
              Offices)
</TABLE>

             HOUSEHOLD INTERNATIONAL TAX REDUCTION INVESTMENT PLAN
                            (Full title of the plan)
                            ------------------------

                           PATRICK D. SCHWARTZ, ESQ.
                           CORPORATE FINANCE COUNSEL
                         HOUSEHOLD INTERNATIONAL, INC.
                               2700 SANDERS ROAD
                           PROSPECT HEIGHTS, IL 60070
                    (Name and address of agent for service)

                                 (708) 564-6301
         (Telephone number, including area code, of agent for service)

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN: As soon
                as practicable after the effective date hereof.
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            PROPOSED MAXIMUM    PROPOSED MAXIMUM
         TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE PER  AGGREGATE OFFERING      AMOUNT OF
          TO BE REGISTERED                 REGISTERED        INTEREST/SHARE          PRICE*        REGISTRATION FEE*
<S>                                    <C>                 <C>                 <C>                 <C>
Interests in the Household
 International Tax Reduction
 Investment Plan.....................   25,000 Interests     Not applicable       $33,312,500          $11,487.15
Household International, Inc. Common
 Stock, $1 par value.................   1,000,000 Shares     Not applicable
<FN>
*The   calculation  of  the  registration  fee   is  based  on  the  anticipated
requirements of the Plan over the  next two years. The common shares  registered
hereby  represent the  estimated number  of shares  which may  be purchased with
employer and employee contributions. It is impossible to determine precisely the
maximum aggregate offering price for the 25,000 interests registered  hereunder;
therefore,  the proposed maximum aggregate offering  price and the amount of the
registration fee  are estimated  pursuant to  Rule  457(h) on  the basis  of  an
estimated  amount of employee contributions to be  received by the Plan over the
next two years.
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PURSUANT TO RULE 429 THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO. 33-21343.
<PAGE>
                            HOUSEHOLD INTERNATIONAL
                         TAX REDUCTION INVESTMENT PLAN

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

    This   Prospectus  contains   important  information   about  the  Household
International Tax Reduction Investment Plan (referred to herein as the "Plan" or
"TRIP"). The Plan has been adopted to encourage eligible employees to  establish
a regular savings program and to provide such employees with additional benefits
through   employer  contributions  and  through   tax  benefits  resulting  from
participating  in  the  Plan.   A  total  of   3,500,000  shares  of   Household
International, Inc. common stock ($1 par value) and 85,000 Interests in the Plan
have  been or are being offered pursuant to  the Plan. If you have any questions
concerning the Plan, you should contact Employee Benefits at the Home Office.

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

THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS APPENDIX OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is February 9, 1994.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                          <C>
Introductory Statement.....................................................................................         2
Description of the Plan
  General..................................................................................................         3
  Eligibility..............................................................................................         3
  Administration of the Plan...............................................................................         3
  Contributions............................................................................................         5
  Investment Funds.........................................................................................         7
  Performance of the Investment Funds......................................................................        10
  Changing Investment Options in the Investment Funds......................................................        11
  Transfer Restrictions....................................................................................        11
  Vesting..................................................................................................        12
  Withdrawals..............................................................................................        12
  Special Rules for Hardship Withdrawals...................................................................        13
  Distributions Upon Termination of Employment.............................................................        14
  Loans to Participants....................................................................................        14
Federal Income Tax Effects to Participants.................................................................        15
  General..................................................................................................        15
  Contributions to Employee Accounts.......................................................................        15
  Withdrawals While Employed...............................................................................        15
  Distribution Upon Termination of Employment..............................................................        16
  Excess Tax Reduction Contributions.......................................................................        17
  Excise Tax on Excess Distributions.......................................................................        17
  Rollover of a Distribution...............................................................................        17
  Internal Revenue Service Approval........................................................................        17
Special Tax Notice Regarding Plan Payments.................................................................        18
  Summary..................................................................................................        18
  Payments Eligible to be Rolled Over......................................................................        18
  Direct Rollover..........................................................................................        19
  Payment Paid to a Participant............................................................................        19
  Surviving Spouses, Alternate Payees and other Beneficiaries..............................................        21
  How to Obtain Additional Information.....................................................................        21
Other Important Information................................................................................        22
Available Information and Incorporation of Certain Documents by Reference..................................        23
</TABLE>

                             INTRODUCTORY STATEMENT

    In  this  Prospectus,  Household  International,  Inc.  is  referred  to  as
"Household"  or   the  "Corporation".   The  address   of  Household's   general
administrative  office is  2700 Sanders  Road, Prospect  Heights, Illinois 60070
(Telephone: (708) 564-5000). A copy of the Corporation's latest Annual Report to
shareholders is being  delivered with  this Prospectus to  employees, except  to
employees who have previously received a copy of such Report; however, Household
will  promptly  send without  charge  an additional  Annual  Report to  any such
employee at the employee's request.

                                       2
<PAGE>
                            DESCRIPTION OF THE PLAN

GENERAL

    The  Plan  and the  trust fund  established  thereunder are  qualified under
Section 401(a) of the  Internal Revenue Code of  1986, as amended (the  "Code").
The  Plan is also  subject to the  provisions of the  Employee Retirement Income
Security Act of  1974, as  amended ("ERISA")  which are  applicable to  "defined
contribution   plans".   These   provisions   include   reporting,   disclosure,
participation, vesting and fiduciary responsibilities. Because the Plan is not a
defined benefit plan, Participants are not  guaranteed a specific amount by  the
Plan,   and  the  benefit  is  not  insured  by  the  Pension  Benefit  Guaranty
Corporation. Consequently, Title IV (plan  termination insurance) of ERISA  does
not apply to this Plan.

ELIGIBILITY

    Household  and each of its participating subsidiaries (the "Employers") will
each  contribute  to   the  Plan   for  its  own   employee  participants   (the
"Participants").  Any  employee of  Household International,  Inc. and  its U.S.
subsidiaries  (including  Household   Finance  Corporation,  Household   Finance
Corporation  II, Household  Finance Corporation  III, Household  Financial Group
Ltd., Household  Finance  Consumer  Discount Company,  Household  Bank,  f.s.b.,
Household Mortgage Services, Inc., Household Insurance Services, Inc., Household
Credit   Services,   Inc.,   HCFS  Business   Equipment   Corporation,  Hamilton
Investments,  Inc.,  Household  Retail  Services,  Inc.,  Household   Commercial
Financial  Services, Inc., Alexander Hamilton Life Insurance Company of America,
First Alexander Hamilton Life Insurance Company and Omni Products International,
Inc.), except for  an employee  in a collective  bargaining unit  or of  Capital
Graphics,  Inc. or of B & K Corporation,  is eligible to participate in the Plan
on the  first day  of the  calendar  quarter coinciding  with or  following  the
earlier of i) the completion of three years of service, or ii) the attainment of
age  21 and completion of  one year of service.  Any eligible employee may begin
participation in the  Plan if the  employee meets the  minimum years of  service
requirement  specified in the preceding sentence. An employee who chooses not to
participate in  the Plan  at  such time  as he  becomes  eligible may  elect  to
participate  in the Plan effective  on the first day  of any calendar quarter in
accordance with  the  terms of  the  Plan, by  completing  the proper  form  and
submitting  it to  Household at  least 30 days  prior to  the first  day of that
calendar quarter. If an election  form is received later  than 30 days prior  to
the  start of a calendar quarter, the employee will be admitted into the Plan on
the first day of the second calendar quarter immediately following the date  the
form is received.

ADMINISTRATION OF THE PLAN

    The  Plan's Administrative  and Investment  Committee (the  "Committee") has
responsibility for administration of the Plan, including interpreting provisions
of the Plan,  reviewing claims arising  under the Plan,  and filing reports  and
other  notices required  for the continual  qualification of the  Plan under the
Code. Committee members are appointed and serve at the discretion of Household's
Chief Executive Officer.

    Household has entered into a  Trust Agreement with Vanguard Fiduciary  Trust
Company  ("Vanguard" or, the "Trustee") under  which Vanguard will be Trustee of
the trust fund  (the "Trust")  and recordkeeper for  the Plan.  The Trustee  has
responsibility  for the  administration of the  Trust and the  management of the
assets held by it. The Trustee may  be removed, and a new Trustee appointed,  at
the  discretion of  the Committee.  Additional information  about the  Plan, the
Committee and Vanguard can be obtained from Household at its address  previously
noted  herein  or by  calling Employee  Benefits at  the Home  Office, telephone
number (708) 564-5000.

    THIS PLAN OFFERS PARTICIPANTS THE OPPORTUNITY TO DIRECT INVESTMENTS OF THEIR
ACCOUNTS OTHER THAN THE  COMPANY MATCHING ACCOUNT (DESCRIBED  BELOW). IT IS  THE
INTENTION  OF THE COMPANY AND THE COMMITTEE THAT THE FIDUCIARIES OF THE PLAN ARE
TO BE RELIEVED OF LIABILITY  FOR ANY LOSSES WHICH  ARE THE DIRECT AND  NECESSARY
RESULT OF INVESTMENT INSTRUCTIONS GIVEN BY A PARTICIPANT OR BENEFICIARY.

                                       3
<PAGE>
    Administrative expenses of the Plan, including fees of the Trustee, counsel,
accountants,  or other experts appointed under the Plan, will be paid out of the
Trust to the extent not paid by Household.

    The following Administrative expenses of the Plan are paid out of the Trust:

    HOUSEHOLD COMMON STOCK  FUND:   Vanguard assesses an  administrative fee  of
    five  basis points (0.05%)  per annum on  the aggregate value  of the common
    stock in the Fund using a daily  accrual rate that is recorded on the  stock
    ledger  for the Fund. At the end  of each calendar quarter, Vanguard redeems
    the accrued fee from  funds on deposit in  a separate Vanguard Money  Market
    Reserves account which is a part of the Common Stock Fund.

    FIXED   INCOME  SECURITIES  FUND:     Vanguard  assesses  a  $10,000  annual
    administrative fee for the guaranteed  investment contracts that existed  in
    the portfolio at the time of Vanguard's appointment as Trustee on January 1,
    1991.  This fee is assessed at a daily  rate and is deducted from the assets
    of the Fund on a monthly basis. For the portion of the Fund that is invested
    in the Vanguard Investment  Contract Trust, thirty  basis points (0.30%)  is
    deducted  from  income  to the  Fund  prior to  distribution  to Participant
    accounts.

    VANGUARD EXTENDED MARKET  INDEX TRUST:   Vanguard will  assess a  1% fee  on
    shares  purchased in  this Fund  at the time  shares are  purchased to cover
    transaction costs  consisting of  bid/ask spreads,  commissions, and  market
    impact  (liquidity costs).  The fee will  assure that  transaction costs are
    spread equitably among shareholders of the portfolio. Since the fee is  paid
    directly  by the portfolio, this fee is not, and should not be construed as,
    as a sales load.

    LOAN FEE:  Participants  will be charged a  $30 administrative fee for  each
    new loan drawn from the Plan after August 1, 1993.

    DEFERRED  DISTRIBUTION FEE:  Beginning July  1, 1994, Participants who defer
    distribution of their accounts  beyond the first day  of July following  the
    calendar year in which their employment terminates will be charged an annual
    fee of $30 until distribution is initiated.

    With respect to shares of Household's common stock and shares in the Windsor
II  Fund, Quantitative Portfolio  Fund, Extended Market  Index Trust, Wellington
Fund and Money  Market Reserves  -- Federal Portfolio  held by  the Trust,  each
Participant  may instruct  the Trustee on  how shares held  in the Participant's
account are to be voted. Any shares of Household's common stock for which voting
instructions are not received  from a Participant will  be voted by the  Trustee
(i) in the same manner as the majority of shares for which voting directions are
received by the Trustee, and (ii) with respect to the election of directors, the
Trustee  will vote for the nominees who  receive the most votes pursuant to such
voting directions.

    By resolution  of the  Board of  Directors of  Household International,  all
proxies,  consents,  ballots  and voting  materials  that identify  the  vote of
specific stockholders  are to  be kept  confidential  except in  the case  of  a
contested  proxy, consent solicitation or to meet applicable legal requirements.
All such  documents are  to be  returned to  the tabulator  and are  to be  made
available to the Inspectors of Election to enable them to certify the results of
the  vote.  The tabulator  for  each proxy  solicitation  and the  Inspectors of
Election will be appointed  by the Board  of Directors prior  to the meeting  of
shareholders  for which the  proxy solicitation is  required. The tabulator will
provide all comments written on or accompanying proxy cards to the  Corporation,
along  with the name of  the stockholder, without indication  of the vote of the
stockholder except where the vote is included in the comment or is necessary for
an understanding of the comment.

    Both Vanguard  and the  tabulator have  been informed  of this  confidential
position  and neither will reveal any information relating to the purchase, sale
and holding  and exercise  of voting  and similar  rights with  respect to  such
securities  to any officer, employee or agent  of the Company except as required
by law or regulation. TRIP Committee  member, R. Frank Spaulding, is  designated
to  monitor Plan  compliance with these  procedures. Mr.  Spaulding's address is
2700 Sanders Road, Prospect Heights, Illinois 60070. Phone: (708) 564-5000.

                                       4
<PAGE>
    Other voting securities held in  the Trust by the  Trustee will be voted  by
the Trustee in accordance with instructions given by the Committee. In the event
of a tender offer or exchange offer for shares of Household's common stock, each
Participant  will be given the opportunity to decide individually whether shares
held in the Participant's account will be tendered or exchanged.

CONTRIBUTIONS

    INVESTMENT PLAN  AND  TAX  REDUCTION  CONTRIBUTIONS.    The  Plan  allows  a
Participant  to elect  to make Tax  Reduction Contributions  and Investment Plan
Contributions to a Plan  account through payroll deductions  from 1% to 15%  (in
whole percentages only) of eligible compensation. A contribution designated as a
Tax  Reduction  Contribution reduces  the gross  income  of the  Participant for
federal income tax purposes  (except for social security  taxes) at the time  of
such  contribution,  whereas  an  Investment Plan  Contribution  is  made  on an
after-tax basis. Participants  may make both  Investment Plan Contributions  and
Tax  Reduction  Contributions,  but  in  no  event  may  a  combination  of such
contributions  exceed   15%   of  the   Participant's   compensation.   Eligible
compensation includes salary, bonuses, commissions, overtime payments, severance
pay,  and pay in lieu of vacation, but as of the date of this Prospectus may not
exceed $150,000  annually.  (The  maximum amount  of  Eligible  Compensation  is
adjusted  annually for  changes in  the cost  of living  pursuant to regulations
issued by the Secretary  of the Treasury). Participants  may also be subject  to
other limitations on the amount of contributions, as described elsewhere herein.

    Please  refer to  "Description of the  Plan -- Withdrawals"  and "-- Special
Rules for  Hardship Withdrawals"  for  important information  regarding  certain
restrictions  on  the  ability  of Participants  to  withdraw  contributions and
earnings from their  accounts. Reference  is also  made to  "Federal Income  Tax
Effects   to  Participants"   for  information   regarding  the   different  tax
considerations applicable  to Investment  Plan Contributions  and Tax  Reduction
Contributions.

    INVESTMENT  ELECTIONS.  Participants must submit an investment election form
to  Household  designating  the  Investment  Funds  in  which  they  wish  their
contributions  to be invested. Contributions to individual Investment Funds must
be made in multiples of  10% of the total of  a Participant's Tax Reduction  and
Investment  Plan  Contributions. The  Investment  Funds are  described elsewhere
herein.

    ROLLOVER CONTRIBUTIONS.  In addition  to the contributions specified  above,
employees  who receive a "qualifying distribution" under the Code from any other
tax qualified  plan (as  defined in  the  Plan) may  have all  or part  of  such
distribution  transferred to a  Rollover Account established in  the name of the
employee  for  that  purpose.  Such   Rollover  Contributions  are  subject   to
regulations  imposed by the Code. Household recommends that Participants consult
with their  tax advisors  with respect  to the  impact of  such regulations.  An
investment  election form must be submitted with the Rollover Contribution which
directs that such Rollover Contribution be invested in the Investment Fund(s) of
the Participant's choosing  in multiples  of 10% of  the Participant's  Rollover
Contribution.

    TRUSTEE-TO-TRUSTEE   TRANSFER  CONTRIBUTIONS.     In   connection  with  the
distribution resulting from the termination  of the Household International  Tax
Credit  Stock Ownership Plan  ("PAYSOP"), participants in  PAYSOP were permitted
during 1988  to transfer  their PAYSOP  account balances  (which were  primarily
invested  in shares of  Household common stock) into  the Household Common Stock
Fund of the Plan (as described herein).

    EMPLOYER MATCHING  CONTRIBUTIONS.    Subject to  certain  limitations,  each
Participant's  Employer may at its option elect to make contributions each month
to Participant accounts in an amount determined by the Employer. Each Employer's
matching contribution  will not  be more  than 100%  of each  Participant's  Tax
Reduction  and Investment Plan Contributions during the month, and the amount of
such contributions by the  Participant which are eligible  to be matched by  the
Employer  may not exceed 6% of the Participant's compensation. Employer Matching
Contributions may  be  made in  cash  or in  Household's  common stock,  at  the
discretion of Household. However, all Employer

                                       5
<PAGE>
Matching  Contributions made  in cash will  be invested in  the Household Common
Stock Fund.  Employer Matching  Contributions shall  be made  first to  match  a
Participant's  Tax  Reduction Contributions  and then  to match  a Participant's
Investment Plan Contributions.

    As of  the  date  of this  Prospectus,  subject  to the  6%  of  Participant
compensation limitation described above, Employer Matching Contributions will be
made  each month at  a rate equal to  100% of a  Participant's Tax Reduction and
Investment Plan Contributions,  except that the  Employer Matching  Contribution
rate for employees of Omni Products International, Inc. is 50%.

    SUSPENDING   OR  CHANGING  CONTRIBUTIONS.    Participants  may  suspend  Tax
Reduction and Investment Plan Contributions at any time. The effective date of a
suspension of contributions  will be  as soon as  reasonably possible  following
receipt  by Household of  a notice of  suspension of contributions. Participants
may resume Tax Reduction Contributions  and/or Investment Plan Contributions  as
of  the first day  of a calendar  quarter. In no  event may contributions resume
prior to  the first  day of  the calendar  quarter at  least 30  days  following
Household's receipt of a Participant's written election to resume contributions.

    Participants  may increase or  decrease the amount  of their Investment Plan
Contributions,  and  also  may  decrease  the  amount  of  their  Tax  Reduction
Contributions,  effective the first  day of a calendar  quarter, by submitting a
properly executed  election form  to Household  at least  30 days  prior to  the
effective date of the change. Election forms received less than 30 days prior to
a calendar quarter will be effective on the first day of the subsequent calendar
quarter.

    LIMITATIONS  ON  CONTRIBUTIONS.    The total  contributions  allocated  to a
Participant's Plan  account  for  any  calendar year  are  limited  pursuant  to
requirements  of the  Code. In  general, the  Code requires  that Tax Reduction,
Investment Plan, and Employer  Matching Contributions, forfeitures, and  certain
defined  Participant contributions  cannot exceed the  lesser of (i)  25% of the
Participant's annual compensation, or  (ii) an amount, which  as of the date  of
this Prospectus is $30,000, (this amount may be adjusted annually for changes in
the cost of living in accordance with regulations issued by the Secretary of the
Treasury),  or (iii) an amount which,  when considered together with benefits or
contributions for the Participant under  other tax-qualified plans of  Household
and its subsidiaries, does not cause the Participant's benefits or contributions
under all such plans to exceed certain limitations imposed by the Code.

    In  addition,  a Participant  may not  contribute,  as of  the date  of this
Prospectus, more than  $9,240 of Tax  Reduction Contributions in  any year,  but
such  limit  may be  adjusted  annually for  changes in  the  cost of  living in
accordance with  regulations  issued  by  the Secretary  of  the  Treasury.  Any
contributions  by a  Participant in  excess of $9,240  during a  year which were
designated as  Tax  Reduction Contributions  will  be automatically  treated  as
Investment  Plan Contributions. Reference is made to "Federal Income Tax Effects
to Participants  --  Excess  Tax Reduction  Contributions"  herein  for  further
information on excess Tax Reduction Contributions.

    There  are also  limitations on  contributions made  by individuals  who are
considered  by  the   Internal  Revenue  Service   to  be  "highly   compensated
individuals".  Elections to make Tax Reduction Contributions and Investment Plan
Contributions by Participants  who are  highly compensated  individuals will  be
valid  only to  the extent  that the  total of  such contributions  made bears a
required relationship, set forth in the Code, to such contributions made by  all
other  individuals in the  Plan. Contributions made by  Participants who are not
highly compensated  individuals  will  not  be  affected  by  these  rules.  Tax
Reduction  Contributions  of  highly compensated  individuals  that  exceed this
limitation must  be reduced  until the  required relationship  is met.  In  such
event,  the reduced Tax  Reduction Contributions of  a Participant, and earnings
thereon, may be deemed Investment Plan  Contributions or may be returned to  the
Participant.  Investment Plan Contributions  and Employer Matching Contributions
of Participants who are highly compensated  individuals must also be reduced  in
order   to   meet   the  required   relationship.   Reduced   Employer  Matching
Contributions,  to  the  extent  not  vested,  may  be  forfeited,  and  reduced
Investment Plan Contributions, vested Employer Matching

                                       6
<PAGE>
Contributions, and earnings thereon, may be returned to the Participants who are
highly   compensated.  Employer  Matching  Contributions  and  earnings  on  all
contributions  will  be   taxed  as  regular   income.  Reduced  Tax   Reduction
Contributions cannot be deemed to be Investment Plan Contributions to the extent
that   such  treatment  will  cause  Investment  Plan  Contributions  by  highly
compensated individuals to exceed the required relationship.

    Total  Tax  Reduction  and   Employer  Matching  Contributions,  which   are
deductible  by Household as an expense for  federal income tax purposes, will be
limited to the maximum amount which Household is permitted to deduct during  any
year.

INVESTMENT FUNDS

    The  Plan is intended  to be a  "participant directed plan"  as described in
Section 404(c) of the Employee Retirement  Income Security Act, and Title 29  of
the Code of Federal Regulations Section 2550.404c-1. The fiduciaries of the Plan
may  be relieved of liability for any  losses which are the direct and necessary
result of investment instruction given by the Participant or Beneficiary.

    Participants may direct the  investment of their  contributions into one  of
the following nine Investment Funds:

    HOUSEHOLD COMMON STOCK FUND.  This fund will primarily be invested in shares
of  common stock  of Household.  Temporary cash  balances may  be invested  in a
short-term  money  market   account.  Any  dividends,   net  of  Plan   expenses
attributable  to  the  Household  Common  Stock  Fund,  will  be  reinvested  in
Household's common stock. The Trustee  may purchase Household's common stock  at
market  prices in transactions  over securities exchanges  and may also purchase
newly-issued or treasury  stock directly from  Household at such  prices and  on
such  terms as  it deems  proper. Each  share of  Household's common  stock also
represents ownership of a Preferred Share Purchase Right, described herein under
"Other Important Information -- Household Preferred Share Purchase Rights".

    FIXED INCOME  SECURITIES FUND.   Assets  in this  fund, as  well as  ongoing
employee  contributions, are primarily invested  in the Vanguard Fiduciary Trust
Company Investment Contract Trust (formerly named The Vanguard Variable Rate GIC
Trust). In addition, future proceeds received upon the maturity, termination  or
sale  of the existing individual investment contracts held by this fund with the
insurance companies specified below under "Performance of Investment Funds" will
be invested in the Vanguard  Fiduciary Trust Company Investment Contract  Trust.
Vanguard  Fiduciary Trust  Company has  the authority  to sell  or terminate the
investment contracts  currently in  effect if  it deems  it to  be in  the  best
interests  of  Participants  to  do  so, and  it  may  choose  to  exercise this
discretion in the future. Any gain or loss (if any) realized on such termination
or sale will be  borne by Participants with  investments in this fund  following
such  termination  or  sale.  The Vanguard  Fiduciary  Trust  Company Investment
Contract Trust  seeks to  provide safety  of principal  and a  level of  current
income  consistent  with  other  instruments with  a  two-to  three-year average
maturity. The  Trust is  a  collective trust  invested primarily  in  guaranteed
investment contracts issued by insurance companies and bank investment contracts
issued  by commercial banks. The Trust intends  to maintain a constant net asset
value of $1.00 per share.  There is no assurance that  the fund will be able  to
maintain a stable net asset value of $1.00 per share.

    The  interest  earnings  for any  year  is a  blend  or average  of  all the
investments in this fund and, consequently, the interest rate on this fund  will
fluctuate  based on the  interest rate earned on  individual investments held by
the fund.  Using  a  single  blended  rate has  the  effect  of  smoothing  rate
fluctuations  from year to year. The Vanguard Fiduciary Trust Company Investment
Contract Trust return will be blended with the return on the other contracts.

    WINDSOR II FUND.  Vanguard's  Windsor II Fund is  a mutual fund designed  to
provide  long-term capital growth and a  reasonable level of current income from
dividends. The fund's policy is to  invest in a diversified portfolio of  common
stocks   listed  on  exchanges   in  the  United   States.  Windsor  II  follows

                                       7
<PAGE>
a flexible investment strategy emphasizing income-producing common stocks  which
are,  in the investment advisor's opinion, undervalued in the marketplace at the
time of  purchase. For  the most  part, these  securities are  characterized  by
above-average income yields and below-average price-earnings ratios, relative to
the  stock market in general, as measured in the Standard & Poor's 500 Composite
Stock Price  Index ("S&P  500 Index").  The  price per  share is  determined  by
dividing the total market value of the fund's investments and other assets, less
any  liabilities, by  the number  of outstanding shares  of the  fund. Price per
share is  determined  as of  the  close of  the  New York  Stock  Exchange  (the
"Exchange") on each day that the Exchange is open, and on any other day on which
there  is sufficient  trading in the  fund's portfolio  securities to materially
affect the fund's price per share. Dividend income is credited to  Participants'
Plan accounts and is used to purchase additional shares of the Windsor II Fund.

    QUANTITATIVE  PORTFOLIO FUND.   Vanguard's Quantitative Portfolio  Fund is a
mutual fund which provides investment results  that correspond to the price  and
yield  performance  of  publicly  traded common  stocks,  in  the  aggregate, as
represented by the S&P 500 Index. The  fund's policy is to be fully invested  in
common stocks, and it is expected that cash or cash items would normally be less
than  1% of net  assets. Temporary cash  balances may be  invested in short-term
money market instruments. The fund generally  selects about 200 stocks, most  of
which  are in the S&P 500 Index. The  selection of these 200 stocks is made with
quantitative and mathematical  analysis to  achieve an  overall portfolio  which
replicates  very closely  the investment  performance of  the S&P  500 Index. In
addition, the stock selection is made to identify stocks with superior  relative
value, seeking thereby to marginally outperform the S&P 500 Index. The price per
share  is determined by dividing the total  market value of the fund investments
and other assets, less any liabilities,  by the total outstanding shares of  the
fund.  Price per share is determined as of the close of the Exchange on each day
that the Exchange is  open, and on  any other day on  which there is  sufficient
trading  in the portfolio  securities to materially affect  the fund's price per
share. Dividend  income  under  this  fund is  credited  to  Participants'  Plan
accounts and is used to purchase additional shares of the Quantitative Portfolio
Fund.

    EXTENDED  MARKET INDEX TRUST.  This Vanguard managed mutual fund attempts to
invest in a  reliable sample of  all U.S. stocks  not in the  S&P 500 Index,  in
percentages  corresponding  to  their  proportion of  the  Wilshire  4500 Index.
Because many of these  stocks are too  small in capitalization  to own or  trade
without  undue liquidity risk,  the portfolio is  constructed to approximate the
Wilshire 4500 Index. The performance of the portfolio will therefore vary within
a reasonable range from  the performance of the  Wilshire 4500 Index. The  price
per  share  is determined  by  dividing the  total  market value  of  the fund's
investments and other assets, less any liabilities, by the number of outstanding
shares of  the fund.  Price per  share  is determined  as of  the close  of  the
Exchange  on each day that the  Exchange is open, and on  any other day on which
there is sufficient  trading in  the fund's portfolio  securities to  materially
affect  the fund's price per share. Dividend income is credited to Participants'
Plan accounts and is used to  purchase additional shares of the Extended  Market
Index Trust.

    PRIMECAP  FUND.    The  Vanguard PrimeCAP  Fund  seeks  long-term  growth by
investing principally in common stocks of companies which the investment advisor
anticipates will experience  significant long-term capital  growth. Income  from
dividends is expected to be minimal. Growth stocks, which are the Fund's primary
investments,  are likely to be more volatile in price than the stock market as a
whole. The price per share is determined  by dividing the total market value  of
the  fund's investments and other assets, less any liabilities, by the number of
outstanding shares of the fund. Price per share is determined as of the close of
the Exchange on each day  the Exchange is open.  Dividend income is credited  to
Participants'  Plan accounts  and is used  to purchase additional  shares of the
PrimeCAP Fund.

    WELLINGTON FUND.  This  Vanguard mutual fund is  a "balanced fund",  meaning
that  it will hold varying  amounts of bonds, U.S.  preferred and common stocks,
and  cash.  The  Wellington  Fund's  objective  is  conservation  of  principal,
reasonable income return, and modest profits without undue risk. The amount held
in  each asset class  will fluctuate within  a range according  to the portfolio

                                       8
<PAGE>
manager's assessment of the risk and reward  of each asset class given the  then
current  economic  conditions. Normally,  60% to  70%  of the  Wellington Fund's
assets will be invested in U.S. common stocks. The price per share is determined
by dividing the total market value  of the fund's investments and other  assets,
less any liabilities, by the number of outstanding shares of the fund. Price per
share  is  determined as  of the  close of  the  Exchange on  each day  that the
Exchange is open, and on any other  day on which there is sufficient trading  in
the fund's portfolio securities to materially affect the fund's price per share.
Dividend  income  is credited  to  Participants' Plan  Accounts  and is  used to
purchase additional shares of the Wellington Fund.

    INTERNATIONAL GROWTH PORTFOLIO  TRUST.   This mutual fund  seeks to  provide
long-term  capital  growth by  investing in  a  diversified portfolio  of common
stocks of companies based outside the  United States. The investment advisor  to
the  fund  seeks to  acquire  securities which  are  undervalued or  which offer
opportunities for  significant  future  growth. Income  from  dividends  may  be
received, but is not an objective of the fund. The price per share is determined
by  dividing the total market value of  the fund's investments and other assets,
less any liabilities, by the number of outstanding shares of the fund. Price per
share is determined as of the close of the Exchange on each day the Exchange  is
open.  Dividend income is credited to Participants' Plan accounts and is used to
purchase additional shares of the International Growth Portfolio Trust.

    The stocks in this fund will be affected by various factors which are likely
to cause the price performance of such  stocks to be different than U.S.  stocks
and,  in some cases, more volatile. Such  factors include differences in the tax
laws, accounting practices and financial reporting standards of the U.S. and the
country in  which the  companies are  based  and fluctuations  in the  value  of
currencies in which the stocks are denominated.

    MONEY  MARKET RESERVES  -- FEDERAL  PORTFOLIO.   This mutual  fund seeks the
maximum current  income that  is  consistent with  preservation of  capital  and
liquidity  by investing in short-term securities issued by the U.S. Treasury and
agencies of the U.S. government and repurchase agreements collateralized by such
securities. The liabilities of such agencies may not be backed by the full faith
and credit of the  U.S. Government. The portfolio  maintains a weighted  average
maturity of less than ninety days.

    The  portfolio intends to maintain  a constant net asset  value of $1.00 per
share. Investments in  money market  funds such  as this  are, however,  neither
insured  nor guaranteed by the  U.S. Government, and there  is no assurance that
the fund will be able to maintain a stable net asset value of $1.00 per share.

    The Fixed Income  Securities Fund, Windsor  II Fund, Quantitative  Portfolio
Fund, Extended Market Index Trust, PrimeCAP Fund, Wellington Fund, International
Growth  Portfolio Fund and Money Market Reserves-Federal Portfolio comprise part
of the Vanguard Group of Investment  Companies. Household in its discretion  may
add  to, subtract  from, or substitute  different funds for  the nine Investment
Funds currently available to Participants in the Plan. A prospectus on the eight
Vanguard funds is available by writing to Vanguard at 1400 Morris Drive,  Wayne,
PA 19087, or by calling (800) 523-1188. Participants should request prospectuses
and  read  them  prior  to investment  in  a  fund. Copies  of  the  most recent
prospectus relating  to  Household  common  stock is  available  by  writing  to
Household  at 2700 Sanders Road, Prospect Heights, IL 60070, or by calling (708)
564-5000.

    Some Participants in the Plan have a portion of their Plan accounts invested
in the Eljer  Industries, Inc.  Common Stock  Fund, the  Schwitzer, Inc.  Common
Stock Fund, and the Scotsman Industries, Inc. Common Stock Fund (such Investment
Funds referred to collectively as the "Manufacturing Company Investment Funds").
Each  Manufacturing Company  Investment Fund holds  shares of  common stock (and
related Common Stock Purchase Rights) of the former manufacturing subsidiary  of
Household  whose  name  it  bears.  However,  the  Committee  has  determined to
liquidate the Manufacturing Company Investment Funds as of June 30, 1994.  Prior
to  that  date,  dividends,  if any,  paid  on  shares of  common  stock  of the
Manufacturing Companies  will be  used to  purchase shares  of Household  common
stock  and  credited  to  the  Household  Common  Stock  Fund.  Participants may

                                       9
<PAGE>
not make contributions into the Manufacturing Company Investment Funds, nor  are
transfers  permitted  from the  other  Investment Funds  into  the Manufacturing
Company Investment  Funds.  Participant  balances invested  in  a  Manufacturing
Company  Investment Fund must  be transferred to other  Investment Funds by June
30, 1994. Any shares held in a Manufacturing Company Investment Fund as of  June
30,  1994 will  be sold  by the  Trustee and  proceeds will  be invested  in the
Participant's Plan account based upon  the Participant's most recent  designated
allocations.  See "Changing Investment  Options in the  Investment Funds" herein
for more information regarding permissible transfers to other Investment Funds.

PERFORMANCE OF THE INVESTMENT FUNDS

    The table below  presents certain historical  information on the  investment
performance of each of the Investment Funds. The rates of return presented below
are  not intended to predict what the future performance of the Investment Funds
will be, and neither Household nor the Plan guarantees the performance of any of
the Investment Funds.  The past  return on an  individual Participant's  account
balance  may differ from the annualized rates  of return disclosed herein due to
the timing of when contributions in  the various Investment Funds were made  and
how  long such investments were maintained by  the Participant, as well as other
factors.

    The table below  shows annual  rates of  return for  the various  investment
alternatives, as well as indices of some relevant asset classes which are widely
used   for  comparative  purposes.   The  annual  rates   of  return  take  into
consideration the reinvestment of income  (dividend and interest) and the  price
changes of the fund or asset, if any.

<TABLE>
<CAPTION>
                                                                % ANNUAL RATES OF RETURN
                                 ---------------------------------------------------------------------------------------
                                   1987         1988         1989         1990         1991         1992         1993
                                 ---------    ---------    ---------    ---------    ---------    ---------    ---------
<S>                              <C>          <C>          <C>          <C>          <C>          <C>          <C>
HISTORICALLY AVAILABLE
 INVESTMENTS
Household Common Stock (1)....      (13.99)       40.41         9.35       (32.69)       63.10        20.70        13.78
Fixed Income Securities              11.48        10.46         9.72         9.31         8.75         8.42         7.91
 Fund (2).....................
Windsor II Fund...............       (2.15)       24.73        27.83        (9.98)       28.70        16.50        13.60
Quantitative Portfolio (3)....        4.02        16.80        32.06        (2.44)       30.29         7.01        13.83
Extended Market Index                (0.10)       19.74        24.10       (14.91)       41.85        12.47        14.49
 Trust (4)....................
PrimeCAP Fund.................       (2.29)       14.66        21.61        (2.79)       33.14         8.99        18.03
Wellington Fund...............        2.28        16.11        21.62        (2.81)       23.65         7.93        13.52
International Growth                 12.48        11.61        24.76       (12.05)        4.74        (5.79)       44.74
 Portfolio....................
Money Market Reserves --              6.37         7.33         9.15         8.07         5.95         3.67         2.98
 Federal Portfolio............
Eljer Industries Common             N/A          N/A          (32.61)      (63.23)       (8.69)      (24.14)      (26.94)
 Stock (5)....................
Schwitzer Common Stock (5)....      N/A          N/A          (50.90)      (38.18)       52.64)       (0.06)       (2.24)
Scotsman Industries Common          N/A          N/A          (23.58)      (32.93)       18.09        28.56        49.62
 Stock (5)....................
INDICES OF ASSET CLASSES
S&P 500 Index (6).............        5.22        16.83        31.52        (3.12)       30.34         7.61        10.06
Wilshire 4500 (7).............       (3.51)       20.53        23.94       (13.56)       43.45        11.87        14.57
Wilshire 5000 (8).............        2.27        17.92        29.19        (6.18)       34.20         8.97        11.28
Shearson Lehman                       2.30         7.58        14.22         2.28        14.62         7.58        11.03
 Corp/Gov. (9)................
<FN>
- ------------------------
(1)  The  total  performance  of a  share  of Household  common  stock including
     dividends and  changes in  market value  during the  year. These  rates  of
     return  reflect the  market value  on April  14, 1989  of the Manufacturing
     Companies (Eljer  Industries, Inc.,  Schwitzer, Inc.,  and Scotsman  Indus-
     tries,  Inc.) that were spun-off to stockholders as a dividend of Household
     during 1989.
(2)  The Fixed  Income Securities  Fund was  invested in  the insurance  company
     contracts  in the following percentages  of total assets of  the fund as of
     December 31, 1993: Aetna Life Insurance Company: 25%; Principal Mutual Life
     Insurance Company:  13%. The  remaining 62%  was invested  in the  Vanguard
     Investment Contract Trust Fund.
</TABLE>
                                     h-TM-

                                       10
<PAGE>
<TABLE>
<S>  <C>
(3)  This  mutual  fund  began operations  during  the fourth  quarter  of 1986;
     therefore, 1987 is the first full year of performance.
(4)  This mutual  fund  began operations  during  the fourth  quarter  of  1987;
     therefore, 1988 is the first full year of performance.
(5)  The performance data presented is consistent with the methodology described
     in  footnote 1. Returns  shown for 1989  include the period  from April 14,
     1989, to year-end 1989.
(6)  This widely used  index includes 500  stocks of U.S.  companies with  large
     capitalization.  The market  value of this  index at December  31, 1993 was
     $3.3 trillion.
(7)  This widely  used  index includes  virtually  all  of the  stocks  of  U.S.
     companies which are not in the S&P 500 Index. These are generally stocks of
     smaller  capitalized  companies  whose aggregate  performance  the Extended
     Market Fund  intends to  approximate. The  market value  of this  index  at
     December 31, 1993 was $1.6 trillion.
(8)  This widely used index includes virtually all U.S. stocks, and had a market
     value at December 31, 1993 of $4.9 trillion.
(9)  This  widely  used  index  includes  most  publicly  traded  corporate  and
     government bonds  and had  a market  value  at December  31, 1993  of  $2.9
     trillion.
</TABLE>

CHANGING INVESTMENT OPTIONS IN THE INVESTMENT FUNDS

    Subject  to  certain  exceptions  outlined  in  the  following  paragraph, a
Participant  may  elect  to   change  the  Investment   Funds  into  which   the
Participant's  ongoing  Tax  Reduction  and  Investment  Plan  Contributions are
invested,  or   may  choose   to   transfer  previously-made   Investment   Plan
Contributions,    Tax    Reduction   Contributions,    Rollover   Contributions,
Trustee-to-Trustee Transfer Contributions, and  earnings on such  contributions,
among  the  various Investment  Funds by  notifying Vanguard  by phone  at (800)
523-1188  or  in  writing  at  1400  Morris  Drive,  Wayne,  PA  19087.  Written
confirmation  of a transfer will  be sent by Vanguard  to the Participant's home
address. Such changes will be effective as soon as reasonably possible following
receipt by Vanguard of notification of the requested change, except for  changes
involving  the Fixed Income Securities  Fund, which will be  effective as of the
first day of  the calendar  quarter following  notification to  Vanguard of  the
requested  change.  Changes in  investment  directions and  transfers  among the
Investment Funds may  generally be made  as often and  whenever the  Participant
chooses.  Following any change  in investment directions,  contributions to each
Investment Fund must continue to be made in multiples of 10% of the total of the
Participant's contributions. Transfer  from one Investment  Fund to another  may
generally  be  made in  any amount  of the  Participant's choosing.  Transfer of
Employer Matching Contributions (invested in the Household Common Stock Fund) to
other Investment Funds is not permitted.

    Participants may transfer shares of the Manufacturing Companies held in  the
Manufacturing  Company Investment Funds into other  Investment Funds of the Plan
in the same manner  as transfers from other  Investment Funds. Participants  may
not  make  transfers or  direct  additional investments  into  the Manufacturing
Company Investment  Funds  and all  existing  investments in  the  Manufacturing
Company  Investment Funds must be transferred  to other Investment Funds by June
30, 1994. On June 30, 1994, the Trustee will liquidate the Manufacturing Company
Investment Funds and  all proceeds  attributable to a  Participants interest  in
such  funds will be invested in non-Manufacturing Company Investment Funds based
upon the Participant's most recent investment allocations.

TRANSFER RESTRICTIONS

    Certain conditions  of  the  Vanguard  Fiduciary  Trust  Company  Investment
Contract  Trust require that the Plan impose restrictions on transfers both into
and out  of the  Fixed  Income Securities  Fund.  These conditions  also  impose
restrictions  on transfers from the Fixed Income Securities Fund directly to the
Money Market Reserves -- Federal Portfolio.  Due to these limitations, the  Plan
permits  transfers both into  and out of  the Fixed Income  Securities Fund only
once per calendar quarter.

                                       11
<PAGE>
    Assets withdrawn from the Fixed Income Securities Fund must be deposited and
remain in an eligible equity fund for a minimum of ninety calendar days prior to
becoming eligible for transfer back into the Fixed Income Securities Fund or for
transfer  to the  Money Market  Reserves --  Federal Portfolio.  Such assets are
eligible for transfer to funds other  than the Money Market Reserves --  Federal
Portfolio  on  a daily  basis. The  following funds  are eligible  equity funds:
Household Common Stock Fund; Windsor  II; Quantitative Portfolio Fund;  Extended
Market  Portfolio,  PrimeCAP  Fund; Wellington  Fund;  and  International Growth
Portfolio.

    Exchanges from the Money  Market Reserves -- Federal  Portfolio may be  made
directly  into the Fixed Income Securities  Fund without a ninety day investment
in an eligible equity fund.

VESTING

    Participants are fully vested at all  times in the portion of their  account
balance  attributable to their own  Tax Reduction Contributions, Investment Plan
Contributions,   Rollover   Contributions,   and   Trustee-to-Trustee   Transfer
Contributions.  Participants become vested in Employer Matching Contributions at
the rate of  20% per  year measured  as of the  calendar quarter  in which  they
entered  the  Plan. However,  any Participant  who has  completed five  years of
employment with  Household or  a  participating subsidiary  becomes  immediately
vested  in 100% of their Employer  Matching Contributions. Participants are also
fully vested  in  Employer  Matching  Contributions at  age  65,  upon  becoming
eligible  for normal  or early  retirement as  set forth  under their Employer's
pension plan, or upon total disability or death. In addition, the Committee,  in
its discretion, may accelerate vesting to 100% in special circumstances.

WITHDRAWALS

    Subject  to certain limitations, employees who  are Participants in the Plan
may withdraw  all  or  part of  their  account  balance, subject  to  a  minimum
withdrawal  of  $500 or  the  balance of  the  account, whichever  is  less. For
purposes of withdrawals, the  value of a Participant's  account balance will  be
determined  as soon as  reasonably practicable following  receipt by Vanguard of
the Participant's written  withdrawal request. Withdrawals  of account  balances
will  be made of all amounts in each  category below (in the order in which such
categories are listed) before amounts in the next category may be withdrawn, and
are subject to the limitations set forth below:

    1)  Investment Plan Contributions (excluding earnings thereon) made prior to
January 1, 1987, which have not been matched by Employer Matching Contributions.

    2)  Investment  Plan Contributions (including  earnings thereon) made  after
January  1, 1987 which have not been matched by Employer Matching Contributions;
and, if the  Participant is  a former participant  in PAYSOP  who transferred  a
PAYSOP  account balance into the Plan  pursuant to a Trustee-to-Trustee Transfer
Contribution, the amount equal to such Participant's own contributions (if  any)
into PAYSOP (excluding earnings thereon).

    3)  Investment Plan Contributions (excluding earnings thereon) made prior to
January  1, 1987,  which have been  matched by  Employer Matching Contributions,
providing that the Participant has been in the Plan for five years; and, if  the
Participant  is a former participant in  PAYSOP who transferred a PAYSOP account
balance into the  Plan pursuant to  a Trustee-to-Trustee Transfer  Contribution,
earnings on such Participant's employee contributions (if any).

    4)   Investment Plan  Contributions (including earnings  thereon) made after
January 1, 1987,  which have  been matched by  Employer Matching  Contributions,
provided that the Participant has been in the Plan for five years.

    5)   Employer  Matching Contributions, including  earnings thereon, provided
that the Participant has been in the Plan for five years.

    6)     Trustee-to-Trustee   Transfer  Contributions   (except   any   amount
attributable  to such contributions previously  distributed, as described above)
and Rollover Contributions, plus earnings thereon.

                                       12
<PAGE>
    7)    Investment   Plan  Contributions  (excluding   earnings  thereon)   of
Participants who have been in the Plan for less than five years, which have been
matched by Employer Matching Contributions.

    8)   Tax Reduction Contributions, plus earnings thereon, by Participants who
have attained age 59 1/2, or in  order to meet immediate financial hardships  as
defined  by  the  Code and  regulations  thereunder. Participants  who  have not
attained age 59 1/2 may withdraw account balances attributable to Tax  Reduction
Contributions  (excluding earnings thereon that were  earned on or after January
1, 1989) during employment with Household or a subsidiary only to meet immediate
financial hardships. Except to meet immediate financial hardships,  Participants
under  age  59  1/2  may  not make  withdrawals  attributable  to  Tax Reduction
Contributions during  employment  with  Household or  a  subsidiary.  The  rules
concerning  withdrawals  for financial  hardships  are described  under "Special
Rules for Hardship Withdrawals" herein.

    Participants who have attained age  59 1/2 may withdraw  all or part of  the
balance  in  their accounts  which is  invested in  shares of  the Manufacturing
Companies  held  in  the  Manufacturing  Company  Investment  Funds.  Any   such
withdrawals  are not subject  to the required priority  of withdrawals set forth
above, or to the $500 minimum withdrawal.

    A Participant with  less than five  years of participation  in the Plan  who
withdraws  Investment  Plan Contributions  which have  been matched  by Employer
Matching Contributions will not be able to make contributions into the Plan (and
thereby  receive  Employer  Matching  Contributions)  for  a  six  month  period
following such withdrawal.

    Payments  of  withdrawals will  be made  in  cash, except  that non-hardship
withdrawals from the Household Common  Stock Fund and the Manufacturing  Company
Investment  Funds may  be made  in cash,  shares, or  a combination  of cash and
shares at the  Participant's option,  subject to the  Committee's discretion  to
determine  the  minimum number  of shares  which  the Plan  may distribute  to a
Participant in lieu of cash. Reference is made to "Federal Income Tax Effects to
Participants" for tax consequences of  withdrawals of account balances from  the
Plan during employment.

SPECIAL RULES FOR HARDSHIP WITHDRAWALS

    A  Participant may only make a hardship withdrawal if the withdrawal is made
on account of an immediate  and heavy financial need  of the Participant and  if
the withdrawal is necessary to satisfy such financial need. A withdrawal will be
deemed  to be made on  account of an immediate and  heavy financial need if used
for one of the following purposes: the purchase of a principal residence (use of
withdrawals to make mortgage  payments is not  permissible); payment of  tuition
for  the next  semester, trimester, or  quarter of  post-secondary education for
Participants, their spouses, or dependents; the need to prevent the eviction  of
Participants  from their principal residence or foreclosure on a mortgage of any
such residence; and certain medical expenses described in the Code.

    A distribution will not be treated as necessary to satisfy an immediate  and
heavy  financial need to the extent the amount of the withdrawal is in excess of
the amount required to relieve the financial need or to the extent such need may
be  satisfied  from  other  resources  that  are  reasonably  available  to  the
Participant. In order to demonstrate that the withdrawal is necessary to satisfy
an immediate and heavy financial need, a Participant will be required to execute
a  written representation that the need cannot be met through one or more of the
following means:  reimbursement  or  compensation  by  insurance  or  otherwise;
reasonable   liquidation  of  the  Participant's  assets,  to  the  extent  such
liquidation would  not  itself cause  an  immediate and  heavy  financial  need;
cessation  of  Tax  Reduction  or Investment  Plan  Contributions  to  the Plan;
borrowing from  commercial  sources on  reasonable  commercial terms;  or  other
withdrawals  or nontaxable (at  the time of  the loan) loans  available from the
Plan, all of which have been exhausted pursuant to the terms of the Plan.

    For purposes hereof, a Participant's assets shall be deemed to include those
assets of  the  Participant's spouse  and  minor children  that  are  reasonably
available to the Participant.

                                       13
<PAGE>
    Participants  who make  hardship withdrawals  will not  be able  to make Tax
Reduction or  Investment  Plan  Contributions  for a  period  of  twelve  months
following  the  request  for a  hardship  withdrawal.  Also, the  amount  of Tax
Reduction Contributions  for  the  Plan  year following  the  year  in  which  a
Participant makes a hardship withdrawal shall be limited to an amount (as of the
date of this Prospectus $9,240, subject to annual adjustment by the Secretary of
the  Treasury for changes in  the cost of living), reduced  by the amount of the
Participant's Tax Reduction Contributions for the prior year.

    Refer to "Federal Income  Tax Effects to  Participants -- Withdrawals  While
Employed" for tax consequences of hardship withdrawals.

DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

    Subject  to  the  rules  for  vesting  of  Employer  Matching Contributions,
Participants who have terminated employment  are entitled to receive the  entire
balance  of their account under the Plan as soon as administratively practicable
following  receipt  by  Household   of  a  request   for  distribution  of   the
Participant's  account. If a Participant does  not request a distribution and if
the  value  of   their  account  following   termination  exceeds  $3,500,   the
distribution  will be deferred until  a later date but  not later than the first
business day following the date the Participant reaches age 65. Participants who
are retirement eligible under  a pension plan of  Household or a subsidiary  may
elect  to defer the distribution of their account regardless of amount, provided
that such distribution is made no later  than April 1 of the year following  the
year  in  which the  Participant attains  age 70  1/2. A  direct rollover  to an
individual retirement account or a qualified retirement plan is available. Until
distributions are initiated, a deferred account fee of $30 will be charged  each
year  to any Participant who defers distribution from the Plan beyond June 30 of
the year following  the calendar  year in  which employment  is terminated.  All
amounts  will  generally be  distributed in  a  lump sum  distribution; however,
Participants in the Plan prior to July 1, 1989, and who do not have  outstanding
loans  may choose to receive their distribution  in the form of an annuity. Lump
sum payments will be made in cash, except that distributions from the  Household
Common  Stock Fund and the Manufacturing Company Investment Funds may be made in
cash, shares, or a combination of  cash and shares at the Participant's  option,
subject  to the Committee's discretion to determine the minimum number of shares
which the Plan may distribute to a Participant in lieu of cash. A  Participant's
account will also be distributed upon death or total disability.

    A  Participant may designate  a beneficiary or  beneficiaries to receive the
vested and undistributed amount of the Participant's account (less the amount of
any outstanding loan) in  the event of the  Participant's death. Subject to  the
consent  of  the Participant's  spouse, if  any, a  Participant may  designate a
beneficiary other than his  or her spouse to  receive the Participant's  account
balance, in the event of the Participant's death.

    Amounts  distributed  to  Participants will  be  valued  as of  the  date of
distribution.

    Any non-vested  portion  of  a terminating  Participant's  account  will  be
applied to reduce Employer Matching Contributions otherwise payable by Household
or  the  Participant's  Employer,  as  applicable,  to  the  accounts  of  other
Participants.

    Refer to "Federal Income Tax  Effects to Participants" for tax  consequences
resulting from distributions upon termination of employment.

LOANS TO PARTICIPANTS

    Loans  are available under the Plan to Participants. Requests for loans must
be approved by the Committee or the Committee's designee. A $30 loan fee will be
deducted from  the amount  borrowed when  the loan  is made.  Participants  must
obtain  the consent of their spouse in order to borrow money from their account.
Each loan must  be for  an amount  not less  than $500  ($2,000 for  residential
loans)  or the eligible balance of the Participant's account, whichever is less.
No more than  two non-residential  loans and one  loan for  the construction  or
acquisition of a principal residence may be outstanding at any time. Outstanding
loans  to a  Participant under  the Plan  and all  other tax-qualified  plans of

                                       14
<PAGE>
Household and its subsidiaries may not exceed  $50,000 at any point in time.  In
the  case  of  a new  loan  this dollar  limitation  is reduced  by  the highest
outstanding loan balance during the prior  twelve months. A Participant may  not
borrow  more than 50% of the  value of the Participant's non-forfeitable account
(i.e. Tax  Reduction  Contributions,  Investment  Plan  Contributions,  Rollover
Contributions,   Trustee-to-Trustee  Transfer  Contributions,  any  earnings  or
appreciation on any such  contributions and the vested  portion of any  Employer
Matching  Contributions and any earnings or appreciation thereon). Loans will be
secured by the Participant's account  balance. The Committee will determine  the
interest rate to be charged on each loan. Loans must be repaid within five years
except  that,  at  the Committee's  discretion,  loans for  the  construction or
acquisition of a Participant's principal residence may be made for a term of  up
to  25 years. However, all loans become  due upon severance of the Participant's
employment. Loan installment payments will  be made through payroll  deductions.
Prepayment of a loan in full is allowed at any time without penalty. Interest on
loans  made after  January 1,  1987, secured by  the portion  of a Participant's
account attributable  to  Tax  Reduction Contributions  is  not  deductible  for
federal income tax purposes. Loan repayments will be credited to a Participant's
Plan   account  and  invested  in  accordance  with  the  Participant's  current
investment  election   for  future   Tax   Reduction  and/or   Investment   Plan
Contributions,  except that repayment of  loans borrowed from funds attributable
to Employer  Matching Contributions  will be  invested in  the Household  Common
Stock Fund.

                   FEDERAL INCOME TAX EFFECTS TO PARTICIPANTS

    GENERAL.  The Plan is operated as a qualified plan under Sections 401(a) and
401(k)  of the Code. Qualification of the Plan means that a Participant will not
be subject to federal income taxes  on Tax Reduction Contributions and  Employer
Matching  Contributions, or on earnings or  appreciation on all account balances
held in the Plan, until such amounts  either are withdrawn by or distributed  to
the Participant or are distributed to the Participant's beneficiary in the event
of the Participant's death.

    CONTRIBUTIONS  TO EMPLOYEE  ACCOUNTS.  No  deduction for  federal income tax
purposes is  allowed  to Participants  for  Investment Plan  Contributions.  Tax
Reduction  Contributions of a  Participant, however, reduce  the gross income of
the Participant for  federal income tax  purposes (but not  for social  security
taxes) to the extent of the contributions.

    WITHDRAWALS  WHILE EMPLOYED.  The withdrawal  of amounts attributable to Tax
Reduction   Contributions,    Employer    Matching    Contributions,    Rollover
Contributions,  and  all accumulated  earnings  thereon, and  the  withdrawal of
earnings on Investment  Plan Contributions,  will be subject  to federal  income
tax.   Withdrawals  of  amounts   attributable  to  Trustee-to-Trustee  Transfer
Contributions, including  earnings  thereon, will  also  be subject  to  federal
income tax except for the amount (if any) of the Participant's own contributions
into PAYSOP. An additional 10% excise tax will also be imposed on withdrawals of
taxable  amounts (including hardship withdrawals) unless: (i) the Participant is
age 59 1/2 or over; (ii) the withdrawal is made to pay medical expenses,  except
that  the additional  10% excise tax  will be  imposed on the  amount of medical
expenses that  the Participant  cannot deduct  on  a tax  return; or  (iii)  the
payment is made to an alternate payee pursuant to a qualified domestic relations
order.

    If  a Participant  exercises the right  to withdraw  amounts attributable to
Investment Plan Contributions (excluding  earnings thereon) while continuing  as
an  employee, such  withdrawal, being  a return  of the  Participant's after-tax
contributions, will not  be subject  to federal  income tax  provided they  were
contributed  to the Plan prior to January 1, 1987. After any pre-1987 Investment
Plan Contributions have been withdrawn, further withdrawals are considered to be
made on  a pro-rata  basis from  nontaxable employee  contributions and  taxable
earnings  on contributions. Thus, a  withdrawal of Investment Plan Contributions
is considered to be part nontaxable (the return of Investment Plan Contributions
made after January 1,  1987) and part  taxable (the payment  of earnings on  the
Investment   Plan   Contributions,   including  earnings   on   Investment  Plan
Contributions made prior  to 1987).  In similar  fashion, if  withdrawal of  the
portion of a Participant's Trustee-to-Trustee Transfer Contribution attributable
to   such   Participant's   employee   contributions   into   PAYSOP   is  made,

                                       15
<PAGE>
such withdrawal  will  be considered  in  part  nontaxable (the  return  of  the
Participant's employee contributions into PAYSOP) and part taxable (the earnings
on such Participant's employee contributions into PAYSOP).

    DISTRIBUTION  UPON TERMINATION  OF EMPLOYMENT.   Amounts  subject to federal
income taxation that are distributed after termination of employment will become
taxable in the year of distribution.

    If distribution of a Participant's account is made in a lump sum, the amount
of the distribution equal to  a Participant's Investment Plan Contributions  and
the  portion of the Participant's Trustee-to-Trustee Transfer Contribution equal
to the employee's  contributions into  PAYSOP is returned  tax-free for  federal
income   tax  purposes.  The  remainder  of  such  distribution,  including  all
accumulated earnings, is subject to federal income tax at ordinary income rates,
subject to the rules described in the next paragraph.

    The Tax Reform Act  of 1986 repealed ten-year  forward averaging and  phased
out  over  a five-year  period  pre-1974 capital  gains  treatment for  lump sum
distributions. Individuals over age 59 1/2 are entitled to make one election  of
five-year forward averaging for a lump sum distribution. However, a transitional
rule  allows individuals  who were age  50 before  January 1, 1986,  and who are
otherwise eligible,  to make  one election,  without regard  to the  age 59  1/2
requirement,  to  use  five-year  forward  averaging  (using  current  rates) or
ten-year averaging  (using  the 1986  tax  rates) with  respect  to a  lump  sum
distribution.  This transitional  rule also allows  such an  individual to elect
capital gains treatment (at a 20%  rate) with respect to lump-sum  distributions
without regard to the phaseout of capital gains. An individual who elects to use
the  transitional rule with respect to a distribution received before age 59 1/2
will lose the opportunity to make another such election for distributions  after
age 59 1/2.

    With  respect to Participants who choose to have their distributions paid in
the form  of  an annuity,  federal  taxation of  the  annuity payments  will  be
determined pursuant to rules established under the Code. Generally, that part of
annuity  income attributable to Investment Plan Contributions and the portion of
Trustee-to-Trustee Transfer Contributions equal  to employee contributions  into
PAYSOP  is returned tax-free for federal  income tax purposes, but the remaining
part is subject to federal income tax at ordinary income rates.

    If a lump sum distribution of stock from the Household Common Stock Fund  or
the  Manufacturing Company Investment  Funds is distributed  upon termination of
employment, the excess, if any, of the fair market value of such stock over  the
cost  of the stock when acquired by the Trustee is not subject to federal income
tax at the time of distribution to  a Participant but generally will be  subject
to  federal income tax when such stock  is subsequently sold by the Participant.
To the extent provided in regulations issued  pursuant to the Tax Reform Act  of
1986,  a taxpayer may elect not to  defer the tax on net unrealized appreciation
until the year of disposition of the stock, thus subjecting the distribution  to
federal income tax at the time of distribution.

    An  additional  10%  excise tax  is  imposed  on the  taxable  portion  of a
distribution received  by  a  Participant  prior  to  age  59  1/2  unless  such
distribution  is: (i) made to a  beneficiary after the Participant's death; (ii)
made on account  of the Participant's  disability, defined as  the inability  to
engage   in  any  substantial  gainful  activity  by  reason  of  any  medically
determinable physical or mental  impairment which can be  expected to result  in
death  or  to be  of  long continued  or indefinite  duration;  (iii) part  of a
scheduled series of substantially equal annual (or more frequent) payments  over
life  or  life expectancy  (or joint  lives  or life  expectancies) but  only if
payments begin after termination of  employment; (iv) made after termination  of
employment  on  account  of  early  retirement  under  a  corporation  sponsored
retirement plan  after attainment  of age  55;  (v) made  to a  Participant  for
payment  of medical  expenses that  could be  deducted on  the Participant's tax
return; or (vi)  a distribution to  an alternate payee  pursuant to a  qualified
domestic relations order.

                                       16
<PAGE>
    EXCESS  TAX REDUCTION  CONTRIBUTIONS.   If a  Participant makes tax-deferred
contributions  during  the  year  to   certain  other  tax-qualified  plans   or
tax-sheltered  annuities, such tax-deferred contributions  must be combined with
the Participant's Tax Reduction Contributions to the Plan in determining whether
the $9,240 limit  on Tax Reduction  Contributions has been  exceeded during  the
year.  If a Participant has made  more than $9,240 in tax-deferred contributions
under more than one plan during a  taxable year, the Participant may notify  the
Committee  of the Plan's allocable share of the excess contribution prior to the
March 1 following the end  of such taxable year. On  or before April 15 of  such
year,  the Committee will distribute to the Participant any excess Tax Reduction
Contributions and earnings thereon. The  excess Tax Reduction Contributions  are
included  in the  Participant's income  for the  year in  which such  excess Tax
Reduction Contributions  were made.  The earnings  on the  excess Tax  Reduction
Contributions  will be treated as  earned and received in  the tax year in which
the income  is  distributed.  If  the excess  Tax  Reduction  Contributions  and
earnings  thereon are  returned after  April 15, such  excess is  taxable to the
Participant in both  the year in  which the excess  Tax Reduction  Contributions
were  made and in the year in which  such excess is distributed from the Plan to
the Participant.

    EXCISE TAX ON EXCESS DISTRIBUTIONS.   The Code imposes  a 15% excise tax  on
certain  distributions from tax-qualified plans. In general, the payments in any
calendar year  from the  Plan and  any other  tax-qualified defined  benefit  or
defined  contribution  plan,  tax-sheltered  annuity,  or  individual retirement
account will be compared to a dollar limitation, currently $150,000. The  excess
of  the amount distributed over the dollar limitation will be subject to the 15%
excise tax in  addition to any  applicable income  tax, but reduced  by the  10%
excise tax paid for an early distribution as described under "Federal Income Tax
Effects to Participants -- Distribution upon Termination of Employment" above.

    For  lump  sum  distributions  for which  a  Participant  elects  the Code's
averaging provisions, the  penalty will be  applied to the  extent the lump  sum
exceeds  five times the  otherwise applicable limit  for the year.  All lump sum
distributions from qualified retirement plans made within the same year will  be
aggregated  for this  purpose. Lump  sum distributions  are not  aggregated with
annuity payments. Benefits that accrued before  August 1, 1986, will be  subject
to  special rules  if an  election was  made on  the Participant's  1987 or 1988
income tax return and accrued benefits exceeded $562,500.

    The excise tax does not apply to excess distributions (i) of Investment Plan
Contributions, (ii)  on  account  of  death, (iii)  to  alternate  payees  under
qualified  domestic relations orders, or (iv) rolled over into another qualified
plan or individual retirement account.

    ROLLOVER OF A  DISTRIBUTION.  If  a distribution is  made in a  lump sum,  a
Participant may, under certain conditions, roll over to an individual retirement
account  or  other  tax-qualified plan  all  amounts distributed  from  the Plan
account, except  for amounts  equal  to Investment  Plan Contributions  and  the
portion  of any  Trustee-to-Trustee Transfer  Contribution equal  to his  or her
employee contributions into PAYSOP, and thereby postpone the payment of  federal
income  tax on the distribution. A  subsequent distribution to the employee from
the individual  retirement account  or  tax-qualified plan  will be  subject  to
federal  income tax at  ordinary income rates  and will not  qualify for special
five-year averaging described above.

    INTERNAL REVENUE SERVICE APPROVAL.  The tax consequences explained above are
based on  the  Internal Revenue  Service's  determination  that the  Plan  is  a
qualified plan under Sections 401(a) and 401(k) of the Code.

    The foregoing is not intended to cover all tax aspects of Plan participation
and  is based upon current understanding of  federal tax laws and regulations as
in effect as  of the date  of this Prospectus.  Each Participant or  beneficiary
should  consult with tax counsel concerning specific tax consequences, including
the application  of  state  tax laws  which  may  differ from  the  federal  tax
treatment.

                                       17
<PAGE>
                   SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS

    This  notice  contains  important information  Participants  should consider
before they decide how to receive their benefits from the Plan.

SUMMARY

    A payment from the Plan that is eligible for "rollover" can be taken in  two
ways.  Participants may have ALL OR ANY PORTION of their payments either 1) PAID
IN A  "DIRECT ROLLOVER"  or 2)  PAID DIRECTLY  TO THEMSELVES.  A rollover  is  a
payment  of Plan  benefits to an  individual retirement arrangement  (IRA) or to
another qualified employer plan. This choice will affect the tax owed.

    If a Participant chooses a DIRECT ROLLOVER:

       - The payment will not be taxed in the current year and no  income
       tax will be withheld.

       - The payment will be made directly to a designated IRA or, if the
       Participant chooses, to another employer plan that will accept the
        rollover.

       -  The payment will be taxed later when it is taken out of the IRA
       or the employer plan.

    If Participants choose to have Plan benefits PAID TO THEMSELVES:

       - A Participant will receive only 80% of the payment, because  the
       Plan is required to withhold 20% of the payment and send it to the
        IRS as income tax withholding to be credited against taxes.

       -  The payment  will be  taxed in  the current  year unless  it is
       rolled over. Special tax rules are available that could reduce the
        tax owed. However, if the payment is received before age 59  1/2,
        an additional 10% tax may be owed.

       -  A Participant can roll over the  payment by paying it to an IRA
       or to another employer plan that accepts rollovers within 60  days
        of  receiving the  payment. The  amount rolled  over will  not be
        taxed until taken out of the IRA or employer plan.

       - If a Participant wants  to roll over 100%  of the payment to  an
       IRA  or an employer plan, OTHER MONEY MUST BE FOUND TO REPLACE THE
        20% THAT WAS WITHHELD. If a  Participant rolls over only the  80%
        that  was  received, tax  will  be imposed  on  the 20%  that was
        withheld and that is not rolled over.

PAYMENTS ELIGIBLE TO BE ROLLED OVER

    Payments from the Plan may be "eligible rollover distributions." This  means
that  they can be rolled over to an IRA or to another employer plan that accepts
rollovers. Vanguard  and other  Plan administrators  should be  able to  tell  a
Participant  what portion of a payment is an eligible rollover distribution. The
following types of payments CANNOT be rolled over:

    NON-TAXABLE PAYMENTS.  In general, only  the "taxable portion" of a  payment
is  an eligible rollover distribution. If a Participant has made Investment Plan
Contributions to the Plan, these contributions will be non-taxable when they are
paid to  the Participant,  and  they cannot  be  rolled over.  (Investment  Plan
Contributions are contributions made to the Plan that were already taxed.)

    PAYMENTS SPREAD OVER LONG PERIODS.  A payment cannot be rolled over if it is
part of a series of equal (or almost equal) payments that are made at least once
a year and that will last for:

       -   the   Participant's  lifetime   (or  the   Participant's  life
       expectancy), or

       - the Participant's lifetime  and the Participant's  beneficiary's
       lifetime (or life expectancies), or

       - a period of ten years or more.

                                       18
<PAGE>
    REQUIRED  MINIMUM PAYMENTS.  Beginning in the year a Participant reaches age
70 1/2, a certain  portion of a payment  cannot be rolled over  because it is  a
"required minimum payment" that must be paid to the Participant.

DIRECT ROLLOVER

    Participants can choose a direct rollover of all or any portion of a payment
that  is an  "eligible rollover distribution,"  as described above.  In a direct
rollover, the eligible rollover distribution is  paid directly from the Plan  to
an IRA or another employer plan that accepts rollovers. Participants that choose
a  direct rollover, are not taxed on a payment until they take it out of the IRA
or the employer plan.

    DIRECT ROLLOVER TO  AN IRA.   Participants can  open an IRA  to receive  the
direct  rollover. (The term  "IRA", as used in  this notice, includes individual
retirement accounts  and  individual  retirement  annuities).  Participants  who
choose to have payment made directly to an IRA, should contact an IRA sponsor to
find  out  how to  have payment  made in  a direct  rollover to  an IRA  at that
institution. An IRA can be established to receive a payment and temporarily hold
the account  balance until  a  decision is  made on  how  to invest  the  funds.
However,  in choosing an IRA, a Participant may wish to consider whether the IRA
chosen will allow all or a part of  the payment to another IRA at a later  date,
without  penalties  or other  limitations. See  IRS Publication  590, Individual
Retirement Arrangements, for more information  on IRAs (including limits on  how
often IRAs may be rolled over between IRAs).

    DIRECT  ROLLOVER TO A PLAN.  If a  Participant is employed by a new employer
that has a qualified plan, and would like to have a direct rollover made to that
plan, the administrator of that plan should be asked whether it will accept  the
rollover.  An employer plan is not legally required to accept a rollover. If the
new employer's plan does not accept a rollover, a Participant can make a  direct
rollover to an IRA.

    DIRECT ROLLOVER OF A SERIES OF PAYMENTS.  If a Participant receives eligible
rollover  distributions that are paid  in a series for  less than ten years, the
choice on  whether a  direct  rollover will  be made  will  apply to  all  later
payments  in  the series  until  a change  is made  to  the payment  election. A
Participant is free to change the election for any later payment in the series.

PAYMENT PAID TO A PARTICIPANT

    A payment made  directly to a  Participant is  subject to a  20% income  tax
withholding.  The payment is taxed in the  year it is received unless, within 60
days, it is rolled over to an IRA or another plan that accepts rollovers. If  it
is not rolled over, special tax rules may apply.

    MANDATORY  WITHHOLDING.   If any  portion of  a payment  made directly  to a
Participant is an eligible rollover distribution, the Plan is required by law to
withhold 20%  of that  amount. This  amount is  sent to  the IRS  as income  tax
withholding.  For example, if an eligible rollover distribution is $10,000, only
$8,000 will be paid to the Participant because the Plan must withhold $2,000  as
income  tax. However, when the Participant prepares an income tax return for the
year, the full $10,000 will be reported  as a payment from the Plan. The  $2,000
will be reported as tax withheld, and it will be credited against any income tax
owed for the year.

    VOLUNTARY  WITHHOLDING.   If any  portion of  a payment  is not  an eligible
rollover distribution but is taxable, the mandatory withholding rules  described
above  do  not  apply.  In this  case,  an  election  may be  made  to  not have
withholding apply to that portion. To elect out of withholding, ask Vanguard for
the election form and related information.

    SIXTY-DAY ROLLOVER OPTION.  If an eligible rollover distribution is paid  to
a  Participant, the Participant may still decide to  roll over all or part of it
to an IRA or  another employer plan that  accepts rollovers. If the  Participant
decides to roll over, THE ROLLOVER MUST BE MADE WITHIN 60 DAYS AFTER THE PAYMENT
IS  RECEIVED. The portion of  the payment that is rolled  over will not be taxed
until it is taken out of the IRA or the employer plan.

                                       19
<PAGE>
    Up to 100% of the eligible rollover distribution, including an amount  equal
to  the 20% that was withheld, may be rolled over. If 100% is rolled over, other
money must be  contributed to the  IRA or  the employer plan  within the  60-day
period  to replace the 20% that was withheld. On the other hand, if only the 80%
received is rolled over, the 20% that was withheld will be taxed.

        EXAMPLE:  An  eligible  rollover   distribution  is  $10,000,  and   the
    Participant  chooses  to  receive  payment  directly.  The  Participant will
    receive $8,000 and $2,000 will be sent to the IRS as income tax withholding.
    Within 60 days after receiving the $8,000, the Participant may roll over the
    entire $10,000 to an IRA or employer plan. To do this, the Participant  must
    roll  over the $8,000 received from the  Plan, and an additional $2,000 from
    other sources (savings, a loan, etc.).  In this case, the entire $10,000  is
    not  taxed until it is taken out of  the IRA or employer plan. If the entire
    $10,000 is rolled  over, when  the Participant  files a  federal income  tax
    return, the $2,000 withheld may be refunded.

        If,  on the other  hand, if only  $8,000 is rolled  over, the $2,000 not
    rolled over is taxed in the year it was withheld. When the Participant files
    an income  tax return,  a  refund of  part of  the  $2,000 withheld  may  be
    payable.  (However, any refund is likely to  be larger if the entire $10,000
    is rolled over.).

    ADDITIONAL 10% TAX IF  A PARTICIPANT IS  NOT AGE 59 1/2.   If a  Participant
receives  a payment before reaching age 59 1/2  and it is not rolled over, then,
in addition to the  regular income tax,  an additional tax equal  to 10% of  the
taxable  portion of the payment may be  payable. The additional 10% tax does not
apply to the payment if it is (1) paid because employment is terminated with the
employer during  or after  the year  the Participant  reaches age  55, (2)  paid
because  retirement is due  to disability, (3)  paid as equal  (or almost equal)
payments over the Participant's  life or life  expectancy (or the  Participant's
and  the Participant's beneficiary's lives or life expectancies), or (4) used to
pay certain medical  expenses. See  IRS Form 5329  for more  information on  the
additional 10% tax.

    SPECIAL  TAX TREATMENT.  If an  eligible rollover distribution is not rolled
over, it will be taxed in the year it is received. However, if it qualifies as a
"lump sum distribution", it  may be eligible for  special tax treatment. A  lump
sum  distribution is a payment of a  Participant's entire balance under the Plan
(and certain  other  similar  plans  of  the  employer)  that  is  paid  to  the
Participant  within one year because  the Participant has reached  age 59 1/2 or
has terminated employment with the employer (or, in the case of a  self-employed
individual,  because  the  Participant has  reached  age  59 1/2  or  has become
disabled). For a payment to qualify as a lump sum distribution, the  Participant
must  have been a participant in the Plan  for at least 5 years. The special tax
treatment for lump sum distributions is described below.

        FIVE-YEAR AVERAGING.   If a lump  sum distribution is  received after  a
    Participant  is age 59 1/2,  the Participant may be  able to make a one-time
    election to figure the  tax on the payment  by using "five-year  averaging".
    Five-year averaging often reduces the tax owed because it treats the payment
    much as if it were paid over five years.

        TEN-YEAR AVERAGING IF A PARTICIPANT WAS BORN BEFORE JANUARY 1, 1936.  If
    a  lump sum  distribution is  received and  the Participant  was born before
    January 1, 1936, the Participant can make a one-time election to figure  the
    tax  on the  payment by  using "ten-year  averaging" (using  1986 tax rates)
    instead of five-year averaging (using current tax rates). Like the five-year
    averaging rules, ten-year averaging often reduces the tax owed.

        CAPITAL GAIN  TREATMENT IF  A  PARTICIPANT WAS  BORN BEFORE  JANUARY  1,
    1936.    In  addition,  if  a lump  sum  distribution  is  received  and the
    Participant was born before  January 1, 1936, the  Participant may elect  to
    have  the part of the payment that is attributable to pre-1974 participation
    in the Plan (if any) taxed as long-term capital gain at a rate of 20%.

    There  are  other  limits  on  the  special  tax  treatment  for  lump   sum
distributions.  For example, Participants  can generally elect  this special tax
treatment only once in their lifetime, and the election applies to all lump  sum
distributions  that are received in that  same year. If a Participant previously

                                       20
<PAGE>
rolled over a  payment from  the Plan  (or certain  other similar  plans of  the
employer),  the  Participant cannot  use this  special  tax treatment  for later
payments from the Plan. If  a Participant rolls over a  payment to an IRA,  this
special  tax treatment for  later payments from  the IRA will  not be available.
Also, if a Participant rolls  over only a portion of  a payment to an IRA,  this
special  tax treatment is not available for  the rest of the payment. Additional
restrictions are described in IRS Form 4972, which has more information on  lump
sum distributions and how to elect the special tax treatment.

    EMPLOYER  STOCK  OR  SECURITIES.    There is  a  special  rule  that  may be
applicable for a payment  from the Plan that  includes employer stock (or  other
employer securities). To use this special rule, 1) the payment must qualify as a
lump  sum distribution,  as described  above (or  would qualify  except that the
Participant does not yet have 5 years  of participation in the Plan), or 2)  the
employer  stock  included in  the payment  must  be attributable  to "after-tax"
employee contributions, if any. Under this special rule, a Participant may  have
the  option of not paying tax on  the "net unrealized appreciation" of the stock
until the stock is sold. Net  unrealized appreciation generally is the  increase
in  the value  of the  employer stock  after it  was acquired  by the  Plan. For
example, if employer stock was contributed to a Plan account when the stock  was
worth  $1,000 but the stock was worth $1,200  when it is received, tax would not
be paid on the $200 increase in value until the stock is later sold.

    A Participant may instead elect  not to have the  special rule apply to  the
net  unrealized appreciation. In this case,  net unrealized appreciation will be
taxed in the year the  stock is received, unless the  stock is rolled over.  The
stock  (including any net unrealized appreciation) can  be rolled over to an IRA
or another employer plan either in a direct rollover or a rollover that is  made
by the Participant.

    If  any employer stock is received in a payment that qualifies as a lump sum
distribution, the special  tax treatment  for lump  sum distributions  described
above  (such  as five-year  averaging) also  may  apply. See  IRS Form  4972 for
additional information on these rules.

SURVIVING SPOUSES, ALTERNATE PAYEES AND OTHER BENEFICIARIES
    In general, the rules summarized above  that apply to payments to  employees
also  apply to  payments to  surviving spouses  of employees  and to  spouses or
former spouses who are "alternate payees".  An alternate payee is an  individual
whose  interest in the Plan results from a "qualified domestic relations order",
which is an order  issued by a  court, usually in connection  with a divorce  or
legal  separation. Some of the  rules summarized above also  apply to a deceased
employee's beneficiary who is not a  spouse. However, there are some  exceptions
for  payments to  surviving spouses,  alternate payees,  and other beneficiaries
that should be mentioned.

    A surviving spouse may choose to have an eligible rollover distribution paid
in a direct  rollover to  an IRA  or receive  payment directly.  If a  surviving
spouse  receives the payment directly,  it may be kept or  rolled over to an IRA
but it cannot be  rolled over to  an employer plan. An  alternate payee has  the
same choices as the employee. Thus, an alternate payee can have the payment paid
as a direct rollover or receive payment directly. If an alternate payee receives
payment directly, it may be kept or rolled over to an IRA or to another employer
plan  that accepts rollovers. A beneficiary other than a surviving spouse CANNOT
choose a direct rollover, and CANNOT roll over the payment.

    Payments to a surviving spouse,  an alternate payee, or another  beneficiary
are  not subject to the additional 10%  tax described in Section III above, even
if they are younger than age 59 1/2.

    A surviving spouse, an alternate payee,  or another beneficiary may be  able
to use the special tax treatment for lump sum distributions and the special rule
for  payments that include employer stock, as described in Section III above. If
a payment is received because of  a Participant's death, the beneficiary may  be
able  to treat the  payment as a lump  sum distribution if  the employee met the
appropriate age  requirements,  whether or  not  the  employee had  5  years  of
participation in the Plan.

HOW TO OBTAIN ADDITIONAL INFORMATION
    This  Prospectus summarizes only the federal  (not state or local) tax rules
that might apply to payments. The rules described above are complex and  contain
many  conditions and exceptions that are not included in this notice. Therefore,
Participants may wish  to consult with  a professional tax  advisor BEFORE  they
take  a payment of  benefits from the  Plan. Also, more  specific information on

                                       21
<PAGE>
the tax treatment of  payments from qualified retirement  plans can be found  in
IRS  Publication  575,  Pension and  Annuity  Income, and  IRS  Publication 590,
Individual Retirement Arrangements. These publications are available from  local
IRS offices or by calling (800) TAX-FORMS.

                          OTHER IMPORTANT INFORMATION

    RESTRICTIONS  ON RESALE OF  HOUSEHOLD COMMON STOCK.   There are generally no
restrictions on resale of Household's common stock acquired pursuant to the Plan
except for employees who are deemed  to be "affiliates" of the Corporation,  and
directors  or officers of the  Corporation who are subject  to Section 16 of the
Securities Exchange  Act  of 1934.  An  affiliate  may resell  common  stock  of
Household acquired under the Plan either pursuant to a registration statement or
pursuant to Rule 144 or another applicable exemption under the Securities Act of
1933.  For purposes of reselling, an affiliate is basically defined as a control
person or one who, directly or indirectly, has the power to direct or cause  the
direction  of the management and policies of  Household. Under Section 16 of the
Securities Exchange Act of 1934, any profit realized by a director or officer of
Household through the purchase and sale or  any sale and purchase of any  equity
security  of Household  within a  period of six  months might  be recoverable by
Household. If an employee  thinks that he  or she might be  an affiliate of  the
Corporation,  or  subject to  the  provisions of  Section  16 of  the Securities
Exchange Act of 1934,  an attorney should be  consulted to determine what  steps
should be taken to accomplish any such resale under securities laws.

    HOUSEHOLD PREFERRED SHARE PURCHASE RIGHTS.  Each share of Household's common
stock  owned by  a Participant  also represents  ownership of  a Preferred Share
Purchase Right  ("Right"), as  set  forth in  a  Rights Agreement  (as  amended)
between Household and Harris Trust and Savings Bank, as Rights Agent. Each Right
entitles  the holder to  purchase from Household  one-hundredth of a  share of a
series of Preferred  Stock designated  Series A  Junior Participating  Preferred
Stock  ("Junior Preferred  Stock") at  a price  of $100  per one-hundredth  of a
share. The Rights are not exercisable  until ten days after anyone acquires  20%
or  more  of Household's  common stock  or makes  an  offer for  30% or  more of
Household's common stock. If Household is acquired in a merger or other business
combination, each Right will entitle its holder to purchase at the $100 exercise
price the number of shares of common stock of the surviving company which  would
have a market value of two times the exercise price. In the event that Household
were  the surviving  corporation in  the merger  and its  common stock  were not
changed, proper provision would  be made so  that each holder  of a Right  would
thereafter  have the  right to  receive upon  exercise the  number of  shares of
Household's Junior Preferred  Stock (or  a new series  of Household's  preferred
stock having the same rights, privileges and preferences as the Junior Preferred
Stock)  having a market value of two times  the exercise price of the Right. The
Rights will expire on August 31, 1994, and may also be redeemed at the option of
Household for  50  CENTS per  Right  unless  a person  has  acquired  beneficial
ownership of 20% or more of Household's common stock. The Junior Preferred Stock
purchasable upon exercise of the Rights will be nonredeemable and subordinate to
other series of Household's preferred stock. The above summary of the Rights and
Junior  Preferred Stock does not purport to  be complete and is qualified in its
entirety  by  reference  to  the  Rights  Agreement  (as  amended)  and  to  the
Certificate  of  Designation, Preferences  and  Rights of  the  Junior Preferred
Stock, copies  of  which  have  been filed  with  the  Securities  and  Exchange
Commission.  Copies  of such  documents can  also  be obtained  from Household's
Office of the Secretary.

    AMENDMENT OR TERMINATION.   The  Plan has no  specified duration.  Household
reserves  the right to amend, suspend, or terminate the Plan at any time, and to
discontinue or  modify  its  contributions  at  any  time.  Rights  or  benefits
previously  acquired  by or  allocated for  Participants  will not  be adversely
affected by any such action unless the general officers of Household, on  advice
of  legal counsel, determine such action to be necessary or advisable to conform
the Plan  to the  requirements of  Sections 401  and 501  of the  Code or  other
federal law.

    REPORTS  TO PARTICIPANTS.  Participants in  the Plan will receive an account
statement showing their current account balance as of the end of each quarter.

                                       22
<PAGE>
    NON-ASSIGNABILITY AND SECURITY INTERESTS.  Except for security interests  in
a  Participant's account resulting from loans by  the Plan to a Participant, and
unless otherwise required by law, e.g.  a qualified domestic relations order,  a
Participant  may  not  assign,  transfer,  pledge,  or  otherwise  encumber  the
Participant's interest in the Plan.

    BURDEN OF RISK.   Household  does not guarantee  the value  of the  benefits
payable  under the Plan, and payments which  are specified to be made thereunder
shall be made exclusively  from the assets of  the Trust. A Participant  assumes
all risk connected with any decline in market value of Household common stock or
other securities and investments credited to the Participant's account.

    MISCELLANEOUS.     The  foregoing  statements  are  summaries  of  important
provisions of the Plan and are not complete. Each employee may obtain a complete
copy of  the  Plan  from  the  Corporation. In  case  of  any  conflict  between
information  provided in  this Prospectus  and the  provisions of  the Plan, the
provisions of the Plan control.

                           AVAILABLE INFORMATION AND
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    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,  Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade  Center, New  York, New York  10048. 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)  The  Corporation's  and  the  Plan's  latest  annual  reports filed
    pursuant to Section 13(a)  or 15(d) of the  Securities Exchange Act of  1934
    or,  in the case of the Corporation, the latest prospectus filed pursuant to
    Rule 424(b)  under  the  Securities  Act of  1933,  which  contains,  either
    directly  or by  incorporation by reference,  certified financial statements
    for the Corporation'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 reports or the prospectus incorporated pursuant to (a) above.

        (c) The description  of any  class of  securities to  be 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 to whom this Prospectus
is  delivered, on the written or  oral request of such person,  a copy of any or
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: (708) 564-5000).

                                       23
<PAGE>
                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  information set forth under "Available Information and Incorporation of
Certain Documents by  Reference" in the  Prospectus included as  a part of  this
Registration Statement is hereby incorporated herein by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The  information  set  forth under  "Legal  Opinions" and  "Experts"  in the
Prospectus  included  as  a  part  of  this  Registration  Statement  is  hereby
incorporated herein by reference.

ITEM 6.  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. ("Household"),
contains a provision which eliminates directors' personal liability as set forth
above.

    The General  Corporation  Law  of  Delaware  (Section  145)  gives  Delaware
corporations  such  as Household  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  or 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
Delaware  corporations 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, vote of stock holders or otherwise.

    Household's  Restated Certificate of Incorporation, as 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 officer and directors, subject to limitations and conditions as  set
forth in the policies.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.  EXHIBITS

<TABLE>
<C>        <S>
       4)  Amended and Restated Household International Tax Reduction Investment Plan.
      5A)  Opinion of John W. Blenke, Assistant General Counsel and Secretary of Household, as to
           the legality of the securities being registered.
      5B)  Internal Revenue Service Determination letter as to qualification under Section 401 of
           the Internal Revenue Code.
      5C)  Undertaking to file amended provisions of the plan with the Internal Revenue Service.
</TABLE>

                                      II-1
<PAGE>
<TABLE>
<C>        <S>
     23A)  Consent of Arthur Andersen & Co., Certified Public Accountants.
     23B)  Consent of Mr. Blenke is contained in his opinion.
      24)  Power of Attorney (included on Page II-4 hereof).
</TABLE>

ITEM 9.  UNDERTAKINGS.

    (a) The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
    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  registration  statement  (or  the  most  recent
       post-effective   amendment  thereof)   which,  individually   or  in  the
       aggregate, represents a fundamental change  in the information set  forth
       in the registration statement;

          (iii)  To include any material information with respect to the plan of
       distribution not previously  disclosed in the  registration statement  or
       any material change to such information in the registration statement;

           Provided,  however,  that the  undertakings  set forth  in paragraphs
       (a)(I)(i) and (a)(1)(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 the 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
    therein, 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.

    (b) The  undersigned  registrant hereby  undertakes  that, for  purposes  of
determining  any liability under the Securities Act  of 1933, each filing of the
registrant's annual report  pursuant to section  13(a) or section  15(d) of  the
Securities Exchange Act of 1934 (and, where applicable, each of the filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

    (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons  of
the   registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant 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 registrant of  expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful  defense of any  action, suit or  proceedings) is asserted  by
such  director, officer or controlling person  in connection with the securities
being registered, the registrant 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-2
<PAGE>
                                   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  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Prospect Heights,  State of Illinois, on the 8th day
of February, 1994.

                                          HOUSEHOLD INTERNATIONAL, INC.

                                          By           DONALD C. CLARK

                                             -----------------------------------
                                                      Donald C. Clark,
                                                    CHAIRMAN OF THE BOARD
                                                 AND CHIEF EXECUTIVE OFFICER

    Each person whose  signature appears  below constitutes and  appoints J.  W.
Blenke  and M. M. Carlson and  P. D. Schwartz and each  or any one of them (with
full power  to act  alone), as  his/her true  and lawful  attorneys-in-fact  and
agents,  with full  power of  substitution and  resubstitution, for  him/ her in
his/her name, place and stead,  in any and all capacities,  to sign any and  all
amendments  (including post-effective amendments)  to this Form  S-8 and to file
the same,  with all  exhibits thereto,  and all  other documents  in  connection
therewith,  with the Securities and Exchange Commission, granting unto each such
attorneys-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 attorneys-in-fact and  agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the  following persons in the capacities  indicated
on the 8th day of February, 1994.

              SIGNATURE                                  TITLE
- --------------------------------------  ----------------------------------------
                      JOHN C.
               BIEGLER
- --------------------------------------  Director
          (John C. Biegler)
                     DONALD C.
                CLARK                   Chairman of the Board, Chief Executive
- --------------------------------------   Officer and Director
          (Donald C. Clark)
                    ROBERT J.
               DARNALL
- --------------------------------------  Director
         (Robert J. Darnall)
                      GARY G.
                DILLON
- --------------------------------------  Director
           (Gary G. Dillon)

                                      II-3
<PAGE>

              SIGNATURE                                  TITLE
- --------------------------------------  ----------------------------------------
                 MARY JOHNSTON
                EVANS
- --------------------------------------  Director
        (Mary Johnston Evans)
              CYRUS F. FREIDHEIM,
                 JR.
- --------------------------------------  Director
      (Cyrus F. Freidhiem, Jr.)
                      LOUIS E.
                 LEVY
- --------------------------------------  Director
           (Louis E. Levy)
                      JOHN D.
               NICHOLS
- --------------------------------------  Director
          (John D. Nichols)
                     GORDON P.
                OSLER
- --------------------------------------  Director
          (Gordon P. Osler)
                    ARTHUR E.
              RASMUSSEN
- --------------------------------------  Director
        (Arthur E. Rasmussen)
              LOUIS W. SULLIVAN,
                 M.D.
- --------------------------------------  Director
      (Louis W. Sullivan, M.D.)
                    RAYMOND C.
                TOWER
- --------------------------------------  Director
          (Raymond C. Tower)
                    DAVID A.
              SCHOENHOLZ                Vice President and
- --------------------------------------   Chief Accounting Officer
        (David A. Schoenholz)            (A Principal Financial Officer)

                                      II-4
<PAGE>
                             SIGNATURE FOR THE PLAN

    Pursuant  to the requirements  of the Securities Act  of 1933, the Household
International Tax Reduction  Investment Plan has  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  8th
day of February, 1994.

                                          HOUSEHOLD INTERNATIONAL TAX
                                           REDUCTION INVESTMENT PLAN

                                          By:         R. FRANK SPAULDING

                                             -----------------------------------
                                                    (R. Frank Spaulding)

                                          Member   of  the   Administrative  and
                                          Investment Committee of the  Household
                                          International Tax Reduction Investment
                                          Plan

                                      II-5
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                                     Exhibit
- ---------  --------------------------------------------------------------------------------------------------------
<C>        <S>
       4)  Amended and Restated Household International Tax Reduction Investment Plan.
      5A)  Opinion of John W. Blenke, Assistant General Counsel and Secretary of Household, as to the legality of
           the securities being registered.
      5B)  Internal Revenue Service Determination letter as to qualification under Section 401 of the Internal
           Revenue Code.
      5C)  Undertaking to file amended provisions of the plan with the Internal Revenue Service.
     23A)  Consent of Arthur Andersen & Co., Certified Public Accountants.
     23B)  Consent of Mr. Blenke is contained in his opinion.
      24)  Power of Attorney (included on Page II-3 hereof).
</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 122098}]
{"company-data": {"conformed-name": "HOUSEHOLD INTERNATIONAL INC", "cik": "0000354964", "assigned-sic": "6141", "irs-number": "363121988", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52211", "film-number": "94505337"}, "business-address": {"street1": "2700 SANDERS RD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070", "phone": "7085645000"}, "mail-address": {"street1": "2700 SANDERS ROAD, 3 NORTH", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070"}}
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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 issuer as specified in its charter)
DELAWARE                       36-3121988
   (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)       Identification No.)
2700 SANDERS ROAD, PROSPECT HEIGHTS,           60070
                 IL
   (Address of Principal Executive           (Zip Code)
              Offices)
HOUSEHOLD INTERNATIONAL TAX REDUCTION INVESTMENT PLAN
                            (Full title of the plan)
                            ------------------------

                           PATRICK D. SCHWARTZ, ESQ.
                           CORPORATE FINANCE COUNSEL
                         HOUSEHOLD INTERNATIONAL, INC.
                               2700 SANDERS ROAD
                           PROSPECT HEIGHTS, IL 60070
                    (Name and address of agent for service)

                                 (708) 564-6301
         (Telephone number, including area code, of agent for service)

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN: As soon
                as practicable after the effective date hereof.
                            ------------------------

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM    PROPOSED MAXIMUM
         TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE PER  AGGREGATE OFFERING      AMOUNT OF
          TO BE REGISTERED                 REGISTERED        INTEREST/SHARE          PRICE*        REGISTRATION FEE*
Interests in the Household
 International Tax Reduction
 Investment Plan.....................   25,000 Interests     Not applicable       $33,312,500          $11,487.15
Household International, Inc. Common
 Stock, $1 par value.................   1,000,000 Shares     Not applicable
*The   calculation  of  the  registration  fee   is  based  on  the  anticipated
requirements of the Plan over the  next two years. The common shares  registered
hereby  represent the  estimated number  of shares  which may  be purchased with
employer and employee contributions. It is impossible to determine precisely the
maximum aggregate offering price for the 25,000 interests registered  hereunder;
therefore,  the proposed maximum aggregate offering  price and the amount of the
registration fee  are estimated  pursuant to  Rule  457(h) on  the basis  of  an
estimated  amount of employee contributions to be  received by the Plan over the
next two years.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PURSUANT TO RULE 429 THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO. 33-21343.
HOUSEHOLD INTERNATIONAL
                         TAX REDUCTION INVESTMENT PLAN

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

    This   Prospectus  contains   important  information   about  the  Household
International Tax Reduction Investment Plan (referred to herein as the "Plan" or
"TRIP"). The Plan has been adopted to encourage eligible employees to  establish
a regular savings program and to provide such employees with additional benefits
through   employer  contributions  and  through   tax  benefits  resulting  from
participating  in  the  Plan.   A  total  of   3,500,000  shares  of   Household
International, Inc. common stock ($1 par value) and 85,000 Interests in the Plan
have  been or are being offered pursuant to  the Plan. If you have any questions
concerning the Plan, you should contact Employee Benefits at the Home Office.

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

THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS APPENDIX OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is February 9, 1994.
TABLE OF CONTENTS
PAGE
                                                                                                             ---------
Introductory Statement.....................................................................................         2
Description of the Plan
  General..................................................................................................         3
  Eligibility..............................................................................................         3
  Administration of the Plan...............................................................................         3
  Contributions............................................................................................         5
  Investment Funds.........................................................................................         7
  Performance of the Investment Funds......................................................................        10
  Changing Investment Options in the Investment Funds......................................................        11
  Transfer Restrictions....................................................................................        11
  Vesting..................................................................................................        12
  Withdrawals..............................................................................................        12
  Special Rules for Hardship Withdrawals...................................................................        13
  Distributions Upon Termination of Employment.............................................................        14
  Loans to Participants....................................................................................        14
Federal Income Tax Effects to Participants.................................................................        15
  General..................................................................................................        15
  Contributions to Employee Accounts.......................................................................        15
  Withdrawals While Employed...............................................................................        15
  Distribution Upon Termination of Employment..............................................................        16
  Excess Tax Reduction Contributions.......................................................................        17
  Excise Tax on Excess Distributions.......................................................................        17
  Rollover of a Distribution...............................................................................        17
  Internal Revenue Service Approval........................................................................        17
Special Tax Notice Regarding Plan Payments.................................................................        18
  Summary..................................................................................................        18
  Payments Eligible to be Rolled Over......................................................................        18
  Direct Rollover..........................................................................................        19
  Payment Paid to a Participant............................................................................        19
  Surviving Spouses, Alternate Payees and other Beneficiaries..............................................        21
  How to Obtain Additional Information.....................................................................        21
Other Important Information................................................................................        22
Available Information and Incorporation of Certain Documents by Reference..................................        23
INTRODUCTORY STATEMENT

    In  this  Prospectus,  Household  International,  Inc.  is  referred  to  as
"Household"  or   the  "Corporation".   The  address   of  Household's   general
administrative  office is  2700 Sanders  Road, Prospect  Heights, Illinois 60070
(Telephone: (708) 564-5000). A copy of the Corporation's latest Annual Report to
shareholders is being  delivered with  this Prospectus to  employees, except  to
employees who have previously received a copy of such Report; however, Household
will  promptly  send without  charge  an additional  Annual  Report to  any such
employee at the employee's request.

                                       2
DESCRIPTION OF THE PLAN

GENERAL

    The  Plan  and the  trust fund  established  thereunder are  qualified under
Section 401(a) of the  Internal Revenue Code of  1986, as amended (the  "Code").
The  Plan is also  subject to the  provisions of the  Employee Retirement Income
Security Act of  1974, as  amended ("ERISA")  which are  applicable to  "defined
contribution   plans".   These   provisions   include   reporting,   disclosure,
participation, vesting and fiduciary responsibilities. Because the Plan is not a
defined benefit plan, Participants are not  guaranteed a specific amount by  the
Plan,   and  the  benefit  is  not  insured  by  the  Pension  Benefit  Guaranty
Corporation. Consequently, Title IV (plan  termination insurance) of ERISA  does
not apply to this Plan.

ELIGIBILITY

    Household  and each of its participating subsidiaries (the "Employers") will
each  contribute  to   the  Plan   for  its  own   employee  participants   (the
"Participants").  Any  employee of  Household International,  Inc. and  its U.S.
subsidiaries  (including  Household   Finance  Corporation,  Household   Finance
Corporation  II, Household  Finance Corporation  III, Household  Financial Group
Ltd., Household  Finance  Consumer  Discount Company,  Household  Bank,  f.s.b.,
Household Mortgage Services, Inc., Household Insurance Services, Inc., Household
Credit   Services,   Inc.,   HCFS  Business   Equipment   Corporation,  Hamilton
Investments,  Inc.,  Household  Retail  Services,  Inc.,  Household   Commercial
Financial  Services, Inc., Alexander Hamilton Life Insurance Company of America,
First Alexander Hamilton Life Insurance Company and Omni Products International,
Inc.), except for  an employee  in a collective  bargaining unit  or of  Capital
Graphics,  Inc. or of B & K Corporation,  is eligible to participate in the Plan
on the  first day  of the  calendar  quarter coinciding  with or  following  the
earlier of i) the completion of three years of service, or ii) the attainment of
age  21 and completion of  one year of service.  Any eligible employee may begin
participation in the  Plan if the  employee meets the  minimum years of  service
requirement  specified in the preceding sentence. An employee who chooses not to
participate in  the Plan  at  such time  as he  becomes  eligible may  elect  to
participate  in the Plan effective  on the first day  of any calendar quarter in
accordance with  the  terms of  the  Plan, by  completing  the proper  form  and
submitting  it to  Household at  least 30 days  prior to  the first  day of that
calendar quarter. If an election  form is received later  than 30 days prior  to
the  start of a calendar quarter, the employee will be admitted into the Plan on
the first day of the second calendar quarter immediately following the date  the
form is received.

ADMINISTRATION OF THE PLAN

    The  Plan's Administrative  and Investment  Committee (the  "Committee") has
responsibility for administration of the Plan, including interpreting provisions
of the Plan,  reviewing claims arising  under the Plan,  and filing reports  and
other  notices required  for the continual  qualification of the  Plan under the
Code. Committee members are appointed and serve at the discretion of Household's
Chief Executive Officer.

    Household has entered into a  Trust Agreement with Vanguard Fiduciary  Trust
Company  ("Vanguard" or, the "Trustee") under  which Vanguard will be Trustee of
the trust fund  (the "Trust")  and recordkeeper for  the Plan.  The Trustee  has
responsibility  for the  administration of the  Trust and the  management of the
assets held by it. The Trustee may  be removed, and a new Trustee appointed,  at
the  discretion of  the Committee.  Additional information  about the  Plan, the
Committee and Vanguard can be obtained from Household at its address  previously
noted  herein  or by  calling Employee  Benefits at  the Home  Office, telephone
number (708) 564-5000.

    THIS PLAN OFFERS PARTICIPANTS THE OPPORTUNITY TO DIRECT INVESTMENTS OF THEIR
ACCOUNTS OTHER THAN THE  COMPANY MATCHING ACCOUNT (DESCRIBED  BELOW). IT IS  THE
INTENTION  OF THE COMPANY AND THE COMMITTEE THAT THE FIDUCIARIES OF THE PLAN ARE
TO BE RELIEVED OF LIABILITY  FOR ANY LOSSES WHICH  ARE THE DIRECT AND  NECESSARY
RESULT OF INVESTMENT INSTRUCTIONS GIVEN BY A PARTICIPANT OR BENEFICIARY.

                                       3
Administrative expenses of the Plan, including fees of the Trustee, counsel,
accountants,  or other experts appointed under the Plan, will be paid out of the
Trust to the extent not paid by Household.

    The following Administrative expenses of the Plan are paid out of the Trust:

    HOUSEHOLD COMMON STOCK  FUND:   Vanguard assesses an  administrative fee  of
    five  basis points (0.05%)  per annum on  the aggregate value  of the common
    stock in the Fund using a daily  accrual rate that is recorded on the  stock
    ledger  for the Fund. At the end  of each calendar quarter, Vanguard redeems
    the accrued fee from  funds on deposit in  a separate Vanguard Money  Market
    Reserves account which is a part of the Common Stock Fund.

    FIXED   INCOME  SECURITIES  FUND:     Vanguard  assesses  a  $10,000  annual
    administrative fee for the guaranteed  investment contracts that existed  in
    the portfolio at the time of Vanguard's appointment as Trustee on January 1,
    1991.  This fee is assessed at a daily  rate and is deducted from the assets
    of the Fund on a monthly basis. For the portion of the Fund that is invested
    in the Vanguard Investment  Contract Trust, thirty  basis points (0.30%)  is
    deducted  from  income  to the  Fund  prior to  distribution  to Participant
    accounts.

    VANGUARD EXTENDED MARKET  INDEX TRUST:   Vanguard will  assess a  1% fee  on
    shares  purchased in  this Fund  at the time  shares are  purchased to cover
    transaction costs  consisting of  bid/ask spreads,  commissions, and  market
    impact  (liquidity costs).  The fee will  assure that  transaction costs are
    spread equitably among shareholders of the portfolio. Since the fee is  paid
    directly  by the portfolio, this fee is not, and should not be construed as,
    as a sales load.

    LOAN FEE:  Participants  will be charged a  $30 administrative fee for  each
    new loan drawn from the Plan after August 1, 1993.

    DEFERRED  DISTRIBUTION FEE:  Beginning July  1, 1994, Participants who defer
    distribution of their accounts  beyond the first day  of July following  the
    calendar year in which their employment terminates will be charged an annual
    fee of $30 until distribution is initiated.

    With respect to shares of Household's common stock and shares in the Windsor
II  Fund, Quantitative Portfolio  Fund, Extended Market  Index Trust, Wellington
Fund and Money  Market Reserves  -- Federal Portfolio  held by  the Trust,  each
Participant  may instruct  the Trustee on  how shares held  in the Participant's
account are to be voted. Any shares of Household's common stock for which voting
instructions are not received  from a Participant will  be voted by the  Trustee
(i) in the same manner as the majority of shares for which voting directions are
received by the Trustee, and (ii) with respect to the election of directors, the
Trustee  will vote for the nominees who  receive the most votes pursuant to such
voting directions.

    By resolution  of the  Board of  Directors of  Household International,  all
proxies,  consents,  ballots  and voting  materials  that identify  the  vote of
specific stockholders  are to  be kept  confidential  except in  the case  of  a
contested  proxy, consent solicitation or to meet applicable legal requirements.
All such  documents are  to be  returned to  the tabulator  and are  to be  made
available to the Inspectors of Election to enable them to certify the results of
the  vote.  The tabulator  for  each proxy  solicitation  and the  Inspectors of
Election will be appointed  by the Board  of Directors prior  to the meeting  of
shareholders  for which the  proxy solicitation is  required. The tabulator will
provide all comments written on or accompanying proxy cards to the  Corporation,
along  with the name of  the stockholder, without indication  of the vote of the
stockholder except where the vote is included in the comment or is necessary for
an understanding of the comment.

    Both Vanguard  and the  tabulator have  been informed  of this  confidential
position  and neither will reveal any information relating to the purchase, sale
and holding  and exercise  of voting  and similar  rights with  respect to  such
securities  to any officer, employee or agent  of the Company except as required
by law or regulation. TRIP Committee  member, R. Frank Spaulding, is  designated
to  monitor Plan  compliance with these  procedures. Mr.  Spaulding's address is
2700 Sanders Road, Prospect Heights, Illinois 60070. Phone: (708) 564-5000.

                                       4
Other voting securities held in  the Trust by the  Trustee will be voted  by
the Trustee in accordance with instructions given by the Committee. In the event
of a tender offer or exchange offer for shares of Household's common stock, each
Participant  will be given the opportunity to decide individually whether shares
held in the Participant's account will be tendered or exchanged.

CONTRIBUTIONS

    INVESTMENT PLAN  AND  TAX  REDUCTION  CONTRIBUTIONS.    The  Plan  allows  a
Participant  to elect  to make Tax  Reduction Contributions  and Investment Plan
Contributions to a Plan  account through payroll deductions  from 1% to 15%  (in
whole percentages only) of eligible compensation. A contribution designated as a
Tax  Reduction  Contribution reduces  the gross  income  of the  Participant for
federal income tax purposes  (except for social security  taxes) at the time  of
such  contribution,  whereas  an  Investment Plan  Contribution  is  made  on an
after-tax basis. Participants  may make both  Investment Plan Contributions  and
Tax  Reduction  Contributions,  but  in  no  event  may  a  combination  of such
contributions  exceed   15%   of  the   Participant's   compensation.   Eligible
compensation includes salary, bonuses, commissions, overtime payments, severance
pay,  and pay in lieu of vacation, but as of the date of this Prospectus may not
exceed $150,000  annually.  (The  maximum amount  of  Eligible  Compensation  is
adjusted  annually for  changes in  the cost  of living  pursuant to regulations
issued by the Secretary  of the Treasury). Participants  may also be subject  to
other limitations on the amount of contributions, as described elsewhere herein.

    Please  refer to  "Description of the  Plan -- Withdrawals"  and "-- Special
Rules for  Hardship Withdrawals"  for  important information  regarding  certain
restrictions  on  the  ability  of Participants  to  withdraw  contributions and
earnings from their  accounts. Reference  is also  made to  "Federal Income  Tax
Effects   to  Participants"   for  information   regarding  the   different  tax
considerations applicable  to Investment  Plan Contributions  and Tax  Reduction
Contributions.

    INVESTMENT  ELECTIONS.  Participants must submit an investment election form
to  Household  designating  the  Investment  Funds  in  which  they  wish  their
contributions  to be invested. Contributions to individual Investment Funds must
be made in multiples of  10% of the total of  a Participant's Tax Reduction  and
Investment  Plan  Contributions. The  Investment  Funds are  described elsewhere
herein.

    ROLLOVER CONTRIBUTIONS.  In addition  to the contributions specified  above,
employees  who receive a "qualifying distribution" under the Code from any other
tax qualified  plan (as  defined in  the  Plan) may  have all  or part  of  such
distribution  transferred to a  Rollover Account established in  the name of the
employee  for  that  purpose.  Such   Rollover  Contributions  are  subject   to
regulations  imposed by the Code. Household recommends that Participants consult
with their  tax advisors  with respect  to the  impact of  such regulations.  An
investment  election form must be submitted with the Rollover Contribution which
directs that such Rollover Contribution be invested in the Investment Fund(s) of
the Participant's choosing  in multiples  of 10% of  the Participant's  Rollover
Contribution.

    TRUSTEE-TO-TRUSTEE   TRANSFER  CONTRIBUTIONS.     In   connection  with  the
distribution resulting from the termination  of the Household International  Tax
Credit  Stock Ownership Plan  ("PAYSOP"), participants in  PAYSOP were permitted
during 1988  to transfer  their PAYSOP  account balances  (which were  primarily
invested  in shares of  Household common stock) into  the Household Common Stock
Fund of the Plan (as described herein).

    EMPLOYER MATCHING  CONTRIBUTIONS.    Subject to  certain  limitations,  each
Participant's  Employer may at its option elect to make contributions each month
to Participant accounts in an amount determined by the Employer. Each Employer's
matching contribution  will not  be more  than 100%  of each  Participant's  Tax
Reduction  and Investment Plan Contributions during the month, and the amount of
such contributions by the  Participant which are eligible  to be matched by  the
Employer  may not exceed 6% of the Participant's compensation. Employer Matching
Contributions may  be  made in  cash  or in  Household's  common stock,  at  the
discretion of Household. However, all Employer

                                       5
Matching  Contributions made  in cash will  be invested in  the Household Common
Stock Fund.  Employer Matching  Contributions shall  be made  first to  match  a
Participant's  Tax  Reduction Contributions  and then  to match  a Participant's
Investment Plan Contributions.

    As of  the  date  of this  Prospectus,  subject  to the  6%  of  Participant
compensation limitation described above, Employer Matching Contributions will be
made  each month at  a rate equal to  100% of a  Participant's Tax Reduction and
Investment Plan Contributions,  except that the  Employer Matching  Contribution
rate for employees of Omni Products International, Inc. is 50%.

    SUSPENDING   OR  CHANGING  CONTRIBUTIONS.    Participants  may  suspend  Tax
Reduction and Investment Plan Contributions at any time. The effective date of a
suspension of contributions  will be  as soon as  reasonably possible  following
receipt  by Household of  a notice of  suspension of contributions. Participants
may resume Tax Reduction Contributions  and/or Investment Plan Contributions  as
of  the first day  of a calendar  quarter. In no  event may contributions resume
prior to  the first  day of  the calendar  quarter at  least 30  days  following
Household's receipt of a Participant's written election to resume contributions.

    Participants  may increase or  decrease the amount  of their Investment Plan
Contributions,  and  also  may  decrease  the  amount  of  their  Tax  Reduction
Contributions,  effective the first  day of a calendar  quarter, by submitting a
properly executed  election form  to Household  at least  30 days  prior to  the
effective date of the change. Election forms received less than 30 days prior to
a calendar quarter will be effective on the first day of the subsequent calendar
quarter.

    LIMITATIONS  ON  CONTRIBUTIONS.    The total  contributions  allocated  to a
Participant's Plan  account  for  any  calendar year  are  limited  pursuant  to
requirements  of the  Code. In  general, the  Code requires  that Tax Reduction,
Investment Plan, and Employer  Matching Contributions, forfeitures, and  certain
defined  Participant contributions  cannot exceed the  lesser of (i)  25% of the
Participant's annual compensation, or  (ii) an amount, which  as of the date  of
this Prospectus is $30,000, (this amount may be adjusted annually for changes in
the cost of living in accordance with regulations issued by the Secretary of the
Treasury),  or (iii) an amount which,  when considered together with benefits or
contributions for the Participant under  other tax-qualified plans of  Household
and its subsidiaries, does not cause the Participant's benefits or contributions
under all such plans to exceed certain limitations imposed by the Code.

    In  addition,  a Participant  may not  contribute,  as of  the date  of this
Prospectus, more than  $9,240 of Tax  Reduction Contributions in  any year,  but
such  limit  may be  adjusted  annually for  changes in  the  cost of  living in
accordance with  regulations  issued  by  the Secretary  of  the  Treasury.  Any
contributions  by a  Participant in  excess of $9,240  during a  year which were
designated as  Tax  Reduction Contributions  will  be automatically  treated  as
Investment  Plan Contributions. Reference is made to "Federal Income Tax Effects
to Participants  --  Excess  Tax Reduction  Contributions"  herein  for  further
information on excess Tax Reduction Contributions.

    There  are also  limitations on  contributions made  by individuals  who are
considered  by  the   Internal  Revenue  Service   to  be  "highly   compensated
individuals".  Elections to make Tax Reduction Contributions and Investment Plan
Contributions by Participants  who are  highly compensated  individuals will  be
valid  only to  the extent  that the  total of  such contributions  made bears a
required relationship, set forth in the Code, to such contributions made by  all
other  individuals in the  Plan. Contributions made by  Participants who are not
highly compensated  individuals  will  not  be  affected  by  these  rules.  Tax
Reduction  Contributions  of  highly compensated  individuals  that  exceed this
limitation must  be reduced  until the  required relationship  is met.  In  such
event,  the reduced Tax  Reduction Contributions of  a Participant, and earnings
thereon, may be deemed Investment Plan  Contributions or may be returned to  the
Participant.  Investment Plan Contributions  and Employer Matching Contributions
of Participants who are highly compensated  individuals must also be reduced  in
order   to   meet   the  required   relationship.   Reduced   Employer  Matching
Contributions,  to  the  extent  not  vested,  may  be  forfeited,  and  reduced
Investment Plan Contributions, vested Employer Matching

                                       6
Contributions, and earnings thereon, may be returned to the Participants who are
highly   compensated.  Employer  Matching  Contributions  and  earnings  on  all
contributions  will  be   taxed  as  regular   income.  Reduced  Tax   Reduction
Contributions cannot be deemed to be Investment Plan Contributions to the extent
that   such  treatment  will  cause  Investment  Plan  Contributions  by  highly
compensated individuals to exceed the required relationship.

    Total  Tax  Reduction  and   Employer  Matching  Contributions,  which   are
deductible  by Household as an expense for  federal income tax purposes, will be
limited to the maximum amount which Household is permitted to deduct during  any
year.

INVESTMENT FUNDS

    The  Plan is intended  to be a  "participant directed plan"  as described in
Section 404(c) of the Employee Retirement  Income Security Act, and Title 29  of
the Code of Federal Regulations Section 2550.404c-1. The fiduciaries of the Plan
may  be relieved of liability for any  losses which are the direct and necessary
result of investment instruction given by the Participant or Beneficiary.

    Participants may direct the  investment of their  contributions into one  of
the following nine Investment Funds:

    HOUSEHOLD COMMON STOCK FUND.  This fund will primarily be invested in shares
of  common stock  of Household.  Temporary cash  balances may  be invested  in a
short-term  money  market   account.  Any  dividends,   net  of  Plan   expenses
attributable  to  the  Household  Common  Stock  Fund,  will  be  reinvested  in
Household's common stock. The Trustee  may purchase Household's common stock  at
market  prices in transactions  over securities exchanges  and may also purchase
newly-issued or treasury  stock directly from  Household at such  prices and  on
such  terms as  it deems  proper. Each  share of  Household's common  stock also
represents ownership of a Preferred Share Purchase Right, described herein under
"Other Important Information -- Household Preferred Share Purchase Rights".

    FIXED INCOME  SECURITIES FUND.   Assets  in this  fund, as  well as  ongoing
employee  contributions, are primarily invested  in the Vanguard Fiduciary Trust
Company Investment Contract Trust (formerly named The Vanguard Variable Rate GIC
Trust). In addition, future proceeds received upon the maturity, termination  or
sale  of the existing individual investment contracts held by this fund with the
insurance companies specified below under "Performance of Investment Funds" will
be invested in the Vanguard  Fiduciary Trust Company Investment Contract  Trust.
Vanguard  Fiduciary Trust  Company has  the authority  to sell  or terminate the
investment contracts  currently in  effect if  it deems  it to  be in  the  best
interests  of  Participants  to  do  so, and  it  may  choose  to  exercise this
discretion in the future. Any gain or loss (if any) realized on such termination
or sale will be  borne by Participants with  investments in this fund  following
such  termination  or  sale.  The Vanguard  Fiduciary  Trust  Company Investment
Contract Trust  seeks to  provide safety  of principal  and a  level of  current
income  consistent  with  other  instruments with  a  two-to  three-year average
maturity. The  Trust is  a  collective trust  invested primarily  in  guaranteed
investment contracts issued by insurance companies and bank investment contracts
issued  by commercial banks. The Trust intends  to maintain a constant net asset
value of $1.00 per share.  There is no assurance that  the fund will be able  to
maintain a stable net asset value of $1.00 per share.

    The  interest  earnings  for any  year  is a  blend  or average  of  all the
investments in this fund and, consequently, the interest rate on this fund  will
fluctuate  based on the  interest rate earned on  individual investments held by
the fund.  Using  a  single  blended  rate has  the  effect  of  smoothing  rate
fluctuations  from year to year. The Vanguard Fiduciary Trust Company Investment
Contract Trust return will be blended with the return on the other contracts.

    WINDSOR II FUND.  Vanguard's  Windsor II Fund is  a mutual fund designed  to
provide  long-term capital growth and a  reasonable level of current income from
dividends. The fund's policy is to  invest in a diversified portfolio of  common
stocks   listed  on  exchanges   in  the  United   States.  Windsor  II  follows

                                       7
a flexible investment strategy emphasizing income-producing common stocks  which
are,  in the investment advisor's opinion, undervalued in the marketplace at the
time of  purchase. For  the most  part, these  securities are  characterized  by
above-average income yields and below-average price-earnings ratios, relative to
the  stock market in general, as measured in the Standard & Poor's 500 Composite
Stock Price  Index ("S&P  500 Index").  The  price per  share is  determined  by
dividing the total market value of the fund's investments and other assets, less
any  liabilities, by  the number  of outstanding shares  of the  fund. Price per
share is  determined  as of  the  close of  the  New York  Stock  Exchange  (the
"Exchange") on each day that the Exchange is open, and on any other day on which
there  is sufficient  trading in the  fund's portfolio  securities to materially
affect the fund's price per share. Dividend income is credited to  Participants'
Plan accounts and is used to purchase additional shares of the Windsor II Fund.

    QUANTITATIVE  PORTFOLIO FUND.   Vanguard's Quantitative Portfolio  Fund is a
mutual fund which provides investment results  that correspond to the price  and
yield  performance  of  publicly  traded common  stocks,  in  the  aggregate, as
represented by the S&P 500 Index. The  fund's policy is to be fully invested  in
common stocks, and it is expected that cash or cash items would normally be less
than  1% of net  assets. Temporary cash  balances may be  invested in short-term
money market instruments. The fund generally  selects about 200 stocks, most  of
which  are in the S&P 500 Index. The  selection of these 200 stocks is made with
quantitative and mathematical  analysis to  achieve an  overall portfolio  which
replicates  very closely  the investment  performance of  the S&P  500 Index. In
addition, the stock selection is made to identify stocks with superior  relative
value, seeking thereby to marginally outperform the S&P 500 Index. The price per
share  is determined by dividing the total  market value of the fund investments
and other assets, less any liabilities,  by the total outstanding shares of  the
fund.  Price per share is determined as of the close of the Exchange on each day
that the Exchange is  open, and on  any other day on  which there is  sufficient
trading  in the portfolio  securities to materially affect  the fund's price per
share. Dividend  income  under  this  fund is  credited  to  Participants'  Plan
accounts and is used to purchase additional shares of the Quantitative Portfolio
Fund.

    EXTENDED  MARKET INDEX TRUST.  This Vanguard managed mutual fund attempts to
invest in a  reliable sample of  all U.S. stocks  not in the  S&P 500 Index,  in
percentages  corresponding  to  their  proportion of  the  Wilshire  4500 Index.
Because many of these  stocks are too  small in capitalization  to own or  trade
without  undue liquidity risk,  the portfolio is  constructed to approximate the
Wilshire 4500 Index. The performance of the portfolio will therefore vary within
a reasonable range from  the performance of the  Wilshire 4500 Index. The  price
per  share  is determined  by  dividing the  total  market value  of  the fund's
investments and other assets, less any liabilities, by the number of outstanding
shares of  the fund.  Price per  share  is determined  as of  the close  of  the
Exchange  on each day that the  Exchange is open, and on  any other day on which
there is sufficient  trading in  the fund's portfolio  securities to  materially
affect  the fund's price per share. Dividend income is credited to Participants'
Plan accounts and is used to  purchase additional shares of the Extended  Market
Index Trust.

    PRIMECAP  FUND.    The  Vanguard PrimeCAP  Fund  seeks  long-term  growth by
investing principally in common stocks of companies which the investment advisor
anticipates will experience  significant long-term capital  growth. Income  from
dividends is expected to be minimal. Growth stocks, which are the Fund's primary
investments,  are likely to be more volatile in price than the stock market as a
whole. The price per share is determined  by dividing the total market value  of
the  fund's investments and other assets, less any liabilities, by the number of
outstanding shares of the fund. Price per share is determined as of the close of
the Exchange on each day  the Exchange is open.  Dividend income is credited  to
Participants'  Plan accounts  and is used  to purchase additional  shares of the
PrimeCAP Fund.

    WELLINGTON FUND.  This  Vanguard mutual fund is  a "balanced fund",  meaning
that  it will hold varying  amounts of bonds, U.S.  preferred and common stocks,
and  cash.  The  Wellington  Fund's  objective  is  conservation  of  principal,
reasonable income return, and modest profits without undue risk. The amount held
in  each asset class  will fluctuate within  a range according  to the portfolio

                                       8
manager's assessment of the risk and reward  of each asset class given the  then
current  economic  conditions. Normally,  60% to  70%  of the  Wellington Fund's
assets will be invested in U.S. common stocks. The price per share is determined
by dividing the total market value  of the fund's investments and other  assets,
less any liabilities, by the number of outstanding shares of the fund. Price per
share  is  determined as  of the  close of  the  Exchange on  each day  that the
Exchange is open, and on any other  day on which there is sufficient trading  in
the fund's portfolio securities to materially affect the fund's price per share.
Dividend  income  is credited  to  Participants' Plan  Accounts  and is  used to
purchase additional shares of the Wellington Fund.

    INTERNATIONAL GROWTH PORTFOLIO  TRUST.   This mutual fund  seeks to  provide
long-term  capital  growth by  investing in  a  diversified portfolio  of common
stocks of companies based outside the  United States. The investment advisor  to
the  fund  seeks to  acquire  securities which  are  undervalued or  which offer
opportunities for  significant  future  growth. Income  from  dividends  may  be
received, but is not an objective of the fund. The price per share is determined
by  dividing the total market value of  the fund's investments and other assets,
less any liabilities, by the number of outstanding shares of the fund. Price per
share is determined as of the close of the Exchange on each day the Exchange  is
open.  Dividend income is credited to Participants' Plan accounts and is used to
purchase additional shares of the International Growth Portfolio Trust.

    The stocks in this fund will be affected by various factors which are likely
to cause the price performance of such  stocks to be different than U.S.  stocks
and,  in some cases, more volatile. Such  factors include differences in the tax
laws, accounting practices and financial reporting standards of the U.S. and the
country in  which the  companies are  based  and fluctuations  in the  value  of
currencies in which the stocks are denominated.

    MONEY  MARKET RESERVES  -- FEDERAL  PORTFOLIO.   This mutual  fund seeks the
maximum current  income that  is  consistent with  preservation of  capital  and
liquidity  by investing in short-term securities issued by the U.S. Treasury and
agencies of the U.S. government and repurchase agreements collateralized by such
securities. The liabilities of such agencies may not be backed by the full faith
and credit of the  U.S. Government. The portfolio  maintains a weighted  average
maturity of less than ninety days.

    The  portfolio intends to maintain  a constant net asset  value of $1.00 per
share. Investments in  money market  funds such  as this  are, however,  neither
insured  nor guaranteed by the  U.S. Government, and there  is no assurance that
the fund will be able to maintain a stable net asset value of $1.00 per share.

    The Fixed Income  Securities Fund, Windsor  II Fund, Quantitative  Portfolio
Fund, Extended Market Index Trust, PrimeCAP Fund, Wellington Fund, International
Growth  Portfolio Fund and Money Market Reserves-Federal Portfolio comprise part
of the Vanguard Group of Investment  Companies. Household in its discretion  may
add  to, subtract  from, or substitute  different funds for  the nine Investment
Funds currently available to Participants in the Plan. A prospectus on the eight
Vanguard funds is available by writing to Vanguard at 1400 Morris Drive,  Wayne,
PA 19087, or by calling (800) 523-1188. Participants should request prospectuses
and  read  them  prior  to investment  in  a  fund. Copies  of  the  most recent
prospectus relating  to  Household  common  stock is  available  by  writing  to
Household  at 2700 Sanders Road, Prospect Heights, IL 60070, or by calling (708)
564-5000.

    Some Participants in the Plan have a portion of their Plan accounts invested
in the Eljer  Industries, Inc.  Common Stock  Fund, the  Schwitzer, Inc.  Common
Stock Fund, and the Scotsman Industries, Inc. Common Stock Fund (such Investment
Funds referred to collectively as the "Manufacturing Company Investment Funds").
Each  Manufacturing Company  Investment Fund holds  shares of  common stock (and
related Common Stock Purchase Rights) of the former manufacturing subsidiary  of
Household  whose  name  it  bears.  However,  the  Committee  has  determined to
liquidate the Manufacturing Company Investment Funds as of June 30, 1994.  Prior
to  that  date,  dividends,  if any,  paid  on  shares of  common  stock  of the
Manufacturing Companies  will be  used to  purchase shares  of Household  common
stock  and  credited  to  the  Household  Common  Stock  Fund.  Participants may

                                       9
not make contributions into the Manufacturing Company Investment Funds, nor  are
transfers  permitted  from the  other  Investment Funds  into  the Manufacturing
Company Investment  Funds.  Participant  balances invested  in  a  Manufacturing
Company  Investment Fund must  be transferred to other  Investment Funds by June
30, 1994. Any shares held in a Manufacturing Company Investment Fund as of  June
30,  1994 will  be sold  by the  Trustee and  proceeds will  be invested  in the
Participant's Plan account based upon  the Participant's most recent  designated
allocations.  See "Changing Investment  Options in the  Investment Funds" herein
for more information regarding permissible transfers to other Investment Funds.

PERFORMANCE OF THE INVESTMENT FUNDS

    The table below  presents certain historical  information on the  investment
performance of each of the Investment Funds. The rates of return presented below
are  not intended to predict what the future performance of the Investment Funds
will be, and neither Household nor the Plan guarantees the performance of any of
the Investment Funds.  The past  return on an  individual Participant's  account
balance  may differ from the annualized rates  of return disclosed herein due to
the timing of when contributions in  the various Investment Funds were made  and
how  long such investments were maintained by  the Participant, as well as other
factors.

    The table below  shows annual  rates of  return for  the various  investment
alternatives, as well as indices of some relevant asset classes which are widely
used   for  comparative  purposes.   The  annual  rates   of  return  take  into
consideration the reinvestment of income  (dividend and interest) and the  price
changes of the fund or asset, if any.
% ANNUAL RATES OF RETURN
                                 ---------------------------------------------------------------------------------------
                                   1987         1988         1989         1990         1991         1992         1993
                                 ---------    ---------    ---------    ---------    ---------    ---------    ---------
HISTORICALLY AVAILABLE
 INVESTMENTS
Household Common Stock (1)....      (13.99)       40.41         9.35       (32.69)       63.10        20.70        13.78
Fixed Income Securities              11.48        10.46         9.72         9.31         8.75         8.42         7.91
 Fund (2).....................
Windsor II Fund...............       (2.15)       24.73        27.83        (9.98)       28.70        16.50        13.60
Quantitative Portfolio (3)....        4.02        16.80        32.06        (2.44)       30.29         7.01        13.83
Extended Market Index                (0.10)       19.74        24.10       (14.91)       41.85        12.47        14.49
 Trust (4)....................
PrimeCAP Fund.................       (2.29)       14.66        21.61        (2.79)       33.14         8.99        18.03
Wellington Fund...............        2.28        16.11        21.62        (2.81)       23.65         7.93        13.52
International Growth                 12.48        11.61        24.76       (12.05)        4.74        (5.79)       44.74
 Portfolio....................
Money Market Reserves --              6.37         7.33         9.15         8.07         5.95         3.67         2.98
 Federal Portfolio............
Eljer Industries Common             N/A          N/A          (32.61)      (63.23)       (8.69)      (24.14)      (26.94)
 Stock (5)....................
Schwitzer Common Stock (5)....      N/A          N/A          (50.90)      (38.18)       52.64)       (0.06)       (2.24)
Scotsman Industries Common          N/A          N/A          (23.58)      (32.93)       18.09        28.56        49.62
 Stock (5)....................
INDICES OF ASSET CLASSES
S&P 500 Index (6).............        5.22        16.83        31.52        (3.12)       30.34         7.61        10.06
Wilshire 4500 (7).............       (3.51)       20.53        23.94       (13.56)       43.45        11.87        14.57
Wilshire 5000 (8).............        2.27        17.92        29.19        (6.18)       34.20         8.97        11.28
Shearson Lehman                       2.30         7.58        14.22         2.28        14.62         7.58        11.03
 Corp/Gov. (9)................
- ------------------------
(1)  The  total  performance  of a  share  of Household  common  stock including
     dividends and  changes in  market value  during the  year. These  rates  of
     return  reflect the  market value  on April  14, 1989  of the Manufacturing
     Companies (Eljer  Industries, Inc.,  Schwitzer, Inc.,  and Scotsman  Indus-
     tries,  Inc.) that were spun-off to stockholders as a dividend of Household
     during 1989.
(2)  The Fixed  Income Securities  Fund was  invested in  the insurance  company
     contracts  in the following percentages  of total assets of  the fund as of
     December 31, 1993: Aetna Life Insurance Company: 25%; Principal Mutual Life
     Insurance Company:  13%. The  remaining 62%  was invested  in the  Vanguard
     Investment Contract Trust Fund.
h-TM-

                                       10
(3)  This  mutual  fund  began operations  during  the fourth  quarter  of 1986;
     therefore, 1987 is the first full year of performance.
(4)  This mutual  fund  began operations  during  the fourth  quarter  of  1987;
     therefore, 1988 is the first full year of performance.
(5)  The performance data presented is consistent with the methodology described
     in  footnote 1. Returns  shown for 1989  include the period  from April 14,
     1989, to year-end 1989.
(6)  This widely used  index includes 500  stocks of U.S.  companies with  large
     capitalization.  The market  value of this  index at December  31, 1993 was
     $3.3 trillion.
(7)  This widely  used  index includes  virtually  all  of the  stocks  of  U.S.
     companies which are not in the S&P 500 Index. These are generally stocks of
     smaller  capitalized  companies  whose aggregate  performance  the Extended
     Market Fund  intends to  approximate. The  market value  of this  index  at
     December 31, 1993 was $1.6 trillion.
(8)  This widely used index includes virtually all U.S. stocks, and had a market
     value at December 31, 1993 of $4.9 trillion.
(9)  This  widely  used  index  includes  most  publicly  traded  corporate  and
     government bonds  and had  a market  value  at December  31, 1993  of  $2.9
     trillion.
CHANGING INVESTMENT OPTIONS IN THE INVESTMENT FUNDS

    Subject  to  certain  exceptions  outlined  in  the  following  paragraph, a
Participant  may  elect  to   change  the  Investment   Funds  into  which   the
Participant's  ongoing  Tax  Reduction  and  Investment  Plan  Contributions are
invested,  or   may  choose   to   transfer  previously-made   Investment   Plan
Contributions,    Tax    Reduction   Contributions,    Rollover   Contributions,
Trustee-to-Trustee Transfer Contributions, and  earnings on such  contributions,
among  the  various Investment  Funds by  notifying Vanguard  by phone  at (800)
523-1188  or  in  writing  at  1400  Morris  Drive,  Wayne,  PA  19087.  Written
confirmation  of a transfer will  be sent by Vanguard  to the Participant's home
address. Such changes will be effective as soon as reasonably possible following
receipt by Vanguard of notification of the requested change, except for  changes
involving  the Fixed Income Securities  Fund, which will be  effective as of the
first day of  the calendar  quarter following  notification to  Vanguard of  the
requested  change.  Changes in  investment  directions and  transfers  among the
Investment Funds may  generally be made  as often and  whenever the  Participant
chooses.  Following any change  in investment directions,  contributions to each
Investment Fund must continue to be made in multiples of 10% of the total of the
Participant's contributions. Transfer  from one Investment  Fund to another  may
generally  be  made in  any amount  of the  Participant's choosing.  Transfer of
Employer Matching Contributions (invested in the Household Common Stock Fund) to
other Investment Funds is not permitted.

    Participants may transfer shares of the Manufacturing Companies held in  the
Manufacturing  Company Investment Funds into other  Investment Funds of the Plan
in the same manner  as transfers from other  Investment Funds. Participants  may
not  make  transfers or  direct  additional investments  into  the Manufacturing
Company Investment  Funds  and all  existing  investments in  the  Manufacturing
Company  Investment Funds must be transferred  to other Investment Funds by June
30, 1994. On June 30, 1994, the Trustee will liquidate the Manufacturing Company
Investment Funds and  all proceeds  attributable to a  Participants interest  in
such  funds will be invested in non-Manufacturing Company Investment Funds based
upon the Participant's most recent investment allocations.

TRANSFER RESTRICTIONS

    Certain conditions  of  the  Vanguard  Fiduciary  Trust  Company  Investment
Contract  Trust require that the Plan impose restrictions on transfers both into
and out  of the  Fixed  Income Securities  Fund.  These conditions  also  impose
restrictions  on transfers from the Fixed Income Securities Fund directly to the
Money Market Reserves -- Federal Portfolio.  Due to these limitations, the  Plan
permits  transfers both into  and out of  the Fixed Income  Securities Fund only
once per calendar quarter.

                                       11
Assets withdrawn from the Fixed Income Securities Fund must be deposited and
remain in an eligible equity fund for a minimum of ninety calendar days prior to
becoming eligible for transfer back into the Fixed Income Securities Fund or for
transfer  to the  Money Market  Reserves --  Federal Portfolio.  Such assets are
eligible for transfer to funds other  than the Money Market Reserves --  Federal
Portfolio  on  a daily  basis. The  following funds  are eligible  equity funds:
Household Common Stock Fund; Windsor  II; Quantitative Portfolio Fund;  Extended
Market  Portfolio,  PrimeCAP  Fund; Wellington  Fund;  and  International Growth
Portfolio.

    Exchanges from the Money  Market Reserves -- Federal  Portfolio may be  made
directly  into the Fixed Income Securities  Fund without a ninety day investment
in an eligible equity fund.

VESTING

    Participants are fully vested at all  times in the portion of their  account
balance  attributable to their own  Tax Reduction Contributions, Investment Plan
Contributions,   Rollover   Contributions,   and   Trustee-to-Trustee   Transfer
Contributions.  Participants become vested in Employer Matching Contributions at
the rate of  20% per  year measured  as of the  calendar quarter  in which  they
entered  the  Plan. However,  any Participant  who has  completed five  years of
employment with  Household or  a  participating subsidiary  becomes  immediately
vested  in 100% of their Employer  Matching Contributions. Participants are also
fully vested  in  Employer  Matching  Contributions at  age  65,  upon  becoming
eligible  for normal  or early  retirement as  set forth  under their Employer's
pension plan, or upon total disability or death. In addition, the Committee,  in
its discretion, may accelerate vesting to 100% in special circumstances.

WITHDRAWALS

    Subject  to certain limitations, employees who  are Participants in the Plan
may withdraw  all  or  part of  their  account  balance, subject  to  a  minimum
withdrawal  of  $500 or  the  balance of  the  account, whichever  is  less. For
purposes of withdrawals, the  value of a Participant's  account balance will  be
determined  as soon as  reasonably practicable following  receipt by Vanguard of
the Participant's written  withdrawal request. Withdrawals  of account  balances
will  be made of all amounts in each  category below (in the order in which such
categories are listed) before amounts in the next category may be withdrawn, and
are subject to the limitations set forth below:

    1)  Investment Plan Contributions (excluding earnings thereon) made prior to
January 1, 1987, which have not been matched by Employer Matching Contributions.

    2)  Investment  Plan Contributions (including  earnings thereon) made  after
January  1, 1987 which have not been matched by Employer Matching Contributions;
and, if the  Participant is  a former participant  in PAYSOP  who transferred  a
PAYSOP  account balance into the Plan  pursuant to a Trustee-to-Trustee Transfer
Contribution, the amount equal to such Participant's own contributions (if  any)
into PAYSOP (excluding earnings thereon).

    3)  Investment Plan Contributions (excluding earnings thereon) made prior to
January  1, 1987,  which have been  matched by  Employer Matching Contributions,
providing that the Participant has been in the Plan for five years; and, if  the
Participant  is a former participant in  PAYSOP who transferred a PAYSOP account
balance into the  Plan pursuant to  a Trustee-to-Trustee Transfer  Contribution,
earnings on such Participant's employee contributions (if any).

    4)   Investment Plan  Contributions (including earnings  thereon) made after
January 1, 1987,  which have  been matched by  Employer Matching  Contributions,
provided that the Participant has been in the Plan for five years.

    5)   Employer  Matching Contributions, including  earnings thereon, provided
that the Participant has been in the Plan for five years.

    6)     Trustee-to-Trustee   Transfer  Contributions   (except   any   amount
attributable  to such contributions previously  distributed, as described above)
and Rollover Contributions, plus earnings thereon.

                                       12
7)    Investment   Plan  Contributions  (excluding   earnings  thereon)   of
Participants who have been in the Plan for less than five years, which have been
matched by Employer Matching Contributions.

    8)   Tax Reduction Contributions, plus earnings thereon, by Participants who
have attained age 59 1/2, or in  order to meet immediate financial hardships  as
defined  by  the  Code and  regulations  thereunder. Participants  who  have not
attained age 59 1/2 may withdraw account balances attributable to Tax  Reduction
Contributions  (excluding earnings thereon that were  earned on or after January
1, 1989) during employment with Household or a subsidiary only to meet immediate
financial hardships. Except to meet immediate financial hardships,  Participants
under  age  59  1/2  may  not make  withdrawals  attributable  to  Tax Reduction
Contributions during  employment  with  Household or  a  subsidiary.  The  rules
concerning  withdrawals  for financial  hardships  are described  under "Special
Rules for Hardship Withdrawals" herein.

    Participants who have attained age  59 1/2 may withdraw  all or part of  the
balance  in  their accounts  which is  invested in  shares of  the Manufacturing
Companies  held  in  the  Manufacturing  Company  Investment  Funds.  Any   such
withdrawals  are not subject  to the required priority  of withdrawals set forth
above, or to the $500 minimum withdrawal.

    A Participant with  less than five  years of participation  in the Plan  who
withdraws  Investment  Plan Contributions  which have  been matched  by Employer
Matching Contributions will not be able to make contributions into the Plan (and
thereby  receive  Employer  Matching  Contributions)  for  a  six  month  period
following such withdrawal.

    Payments  of  withdrawals will  be made  in  cash, except  that non-hardship
withdrawals from the Household Common  Stock Fund and the Manufacturing  Company
Investment  Funds may  be made  in cash,  shares, or  a combination  of cash and
shares at the  Participant's option,  subject to the  Committee's discretion  to
determine  the  minimum number  of shares  which  the Plan  may distribute  to a
Participant in lieu of cash. Reference is made to "Federal Income Tax Effects to
Participants" for tax consequences of  withdrawals of account balances from  the
Plan during employment.

SPECIAL RULES FOR HARDSHIP WITHDRAWALS

    A  Participant may only make a hardship withdrawal if the withdrawal is made
on account of an immediate  and heavy financial need  of the Participant and  if
the withdrawal is necessary to satisfy such financial need. A withdrawal will be
deemed  to be made on  account of an immediate and  heavy financial need if used
for one of the following purposes: the purchase of a principal residence (use of
withdrawals to make mortgage  payments is not  permissible); payment of  tuition
for  the next  semester, trimester, or  quarter of  post-secondary education for
Participants, their spouses, or dependents; the need to prevent the eviction  of
Participants  from their principal residence or foreclosure on a mortgage of any
such residence; and certain medical expenses described in the Code.

    A distribution will not be treated as necessary to satisfy an immediate  and
heavy  financial need to the extent the amount of the withdrawal is in excess of
the amount required to relieve the financial need or to the extent such need may
be  satisfied  from  other  resources  that  are  reasonably  available  to  the
Participant. In order to demonstrate that the withdrawal is necessary to satisfy
an immediate and heavy financial need, a Participant will be required to execute
a  written representation that the need cannot be met through one or more of the
following means:  reimbursement  or  compensation  by  insurance  or  otherwise;
reasonable   liquidation  of  the  Participant's  assets,  to  the  extent  such
liquidation would  not  itself cause  an  immediate and  heavy  financial  need;
cessation  of  Tax  Reduction  or Investment  Plan  Contributions  to  the Plan;
borrowing from  commercial  sources on  reasonable  commercial terms;  or  other
withdrawals  or nontaxable (at  the time of  the loan) loans  available from the
Plan, all of which have been exhausted pursuant to the terms of the Plan.

    For purposes hereof, a Participant's assets shall be deemed to include those
assets of  the  Participant's spouse  and  minor children  that  are  reasonably
available to the Participant.

                                       13
Participants  who make  hardship withdrawals  will not  be able  to make Tax
Reduction or  Investment  Plan  Contributions  for a  period  of  twelve  months
following  the  request  for a  hardship  withdrawal.  Also, the  amount  of Tax
Reduction Contributions  for  the  Plan  year following  the  year  in  which  a
Participant makes a hardship withdrawal shall be limited to an amount (as of the
date of this Prospectus $9,240, subject to annual adjustment by the Secretary of
the  Treasury for changes in  the cost of living), reduced  by the amount of the
Participant's Tax Reduction Contributions for the prior year.

    Refer to "Federal Income  Tax Effects to  Participants -- Withdrawals  While
Employed" for tax consequences of hardship withdrawals.

DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

    Subject  to  the  rules  for  vesting  of  Employer  Matching Contributions,
Participants who have terminated employment  are entitled to receive the  entire
balance  of their account under the Plan as soon as administratively practicable
following  receipt  by  Household   of  a  request   for  distribution  of   the
Participant's  account. If a Participant does  not request a distribution and if
the  value  of   their  account  following   termination  exceeds  $3,500,   the
distribution  will be deferred until  a later date but  not later than the first
business day following the date the Participant reaches age 65. Participants who
are retirement eligible under  a pension plan of  Household or a subsidiary  may
elect  to defer the distribution of their account regardless of amount, provided
that such distribution is made no later  than April 1 of the year following  the
year  in  which the  Participant attains  age 70  1/2. A  direct rollover  to an
individual retirement account or a qualified retirement plan is available. Until
distributions are initiated, a deferred account fee of $30 will be charged  each
year  to any Participant who defers distribution from the Plan beyond June 30 of
the year following  the calendar  year in  which employment  is terminated.  All
amounts  will  generally be  distributed in  a  lump sum  distribution; however,
Participants in the Plan prior to July 1, 1989, and who do not have  outstanding
loans  may choose to receive their distribution  in the form of an annuity. Lump
sum payments will be made in cash, except that distributions from the  Household
Common  Stock Fund and the Manufacturing Company Investment Funds may be made in
cash, shares, or a combination of  cash and shares at the Participant's  option,
subject  to the Committee's discretion to determine the minimum number of shares
which the Plan may distribute to a Participant in lieu of cash. A  Participant's
account will also be distributed upon death or total disability.

    A  Participant may designate  a beneficiary or  beneficiaries to receive the
vested and undistributed amount of the Participant's account (less the amount of
any outstanding loan) in  the event of the  Participant's death. Subject to  the
consent  of  the Participant's  spouse, if  any, a  Participant may  designate a
beneficiary other than his  or her spouse to  receive the Participant's  account
balance, in the event of the Participant's death.

    Amounts  distributed  to  Participants will  be  valued  as of  the  date of
distribution.

    Any non-vested  portion  of  a terminating  Participant's  account  will  be
applied to reduce Employer Matching Contributions otherwise payable by Household
or  the  Participant's  Employer,  as  applicable,  to  the  accounts  of  other
Participants.

    Refer to "Federal Income Tax  Effects to Participants" for tax  consequences
resulting from distributions upon termination of employment.

LOANS TO PARTICIPANTS

    Loans  are available under the Plan to Participants. Requests for loans must
be approved by the Committee or the Committee's designee. A $30 loan fee will be
deducted from  the amount  borrowed when  the loan  is made.  Participants  must
obtain  the consent of their spouse in order to borrow money from their account.
Each loan must  be for  an amount  not less  than $500  ($2,000 for  residential
loans)  or the eligible balance of the Participant's account, whichever is less.
No more than  two non-residential  loans and one  loan for  the construction  or
acquisition of a principal residence may be outstanding at any time. Outstanding
loans  to a  Participant under  the Plan  and all  other tax-qualified  plans of

                                       14
Household and its subsidiaries may not exceed  $50,000 at any point in time.  In
the  case  of  a new  loan  this dollar  limitation  is reduced  by  the highest
outstanding loan balance during the prior  twelve months. A Participant may  not
borrow  more than 50% of the  value of the Participant's non-forfeitable account
(i.e. Tax  Reduction  Contributions,  Investment  Plan  Contributions,  Rollover
Contributions,   Trustee-to-Trustee  Transfer  Contributions,  any  earnings  or
appreciation on any such  contributions and the vested  portion of any  Employer
Matching  Contributions and any earnings or appreciation thereon). Loans will be
secured by the Participant's account  balance. The Committee will determine  the
interest rate to be charged on each loan. Loans must be repaid within five years
except  that,  at  the Committee's  discretion,  loans for  the  construction or
acquisition of a Participant's principal residence may be made for a term of  up
to  25 years. However, all loans become  due upon severance of the Participant's
employment. Loan installment payments will  be made through payroll  deductions.
Prepayment of a loan in full is allowed at any time without penalty. Interest on
loans  made after  January 1,  1987, secured by  the portion  of a Participant's
account attributable  to  Tax  Reduction Contributions  is  not  deductible  for
federal income tax purposes. Loan repayments will be credited to a Participant's
Plan   account  and  invested  in  accordance  with  the  Participant's  current
investment  election   for  future   Tax   Reduction  and/or   Investment   Plan
Contributions,  except that repayment of  loans borrowed from funds attributable
to Employer  Matching Contributions  will be  invested in  the Household  Common
Stock Fund.

                   FEDERAL INCOME TAX EFFECTS TO PARTICIPANTS

    GENERAL.  The Plan is operated as a qualified plan under Sections 401(a) and
401(k)  of the Code. Qualification of the Plan means that a Participant will not
be subject to federal income taxes  on Tax Reduction Contributions and  Employer
Matching  Contributions, or on earnings or  appreciation on all account balances
held in the Plan, until such amounts  either are withdrawn by or distributed  to
the Participant or are distributed to the Participant's beneficiary in the event
of the Participant's death.

    CONTRIBUTIONS  TO EMPLOYEE  ACCOUNTS.  No  deduction for  federal income tax
purposes is  allowed  to Participants  for  Investment Plan  Contributions.  Tax
Reduction  Contributions of a  Participant, however, reduce  the gross income of
the Participant for  federal income tax  purposes (but not  for social  security
taxes) to the extent of the contributions.

    WITHDRAWALS  WHILE EMPLOYED.  The withdrawal  of amounts attributable to Tax
Reduction   Contributions,    Employer    Matching    Contributions,    Rollover
Contributions,  and  all accumulated  earnings  thereon, and  the  withdrawal of
earnings on Investment  Plan Contributions,  will be subject  to federal  income
tax.   Withdrawals  of  amounts   attributable  to  Trustee-to-Trustee  Transfer
Contributions, including  earnings  thereon, will  also  be subject  to  federal
income tax except for the amount (if any) of the Participant's own contributions
into PAYSOP. An additional 10% excise tax will also be imposed on withdrawals of
taxable  amounts (including hardship withdrawals) unless: (i) the Participant is
age 59 1/2 or over; (ii) the withdrawal is made to pay medical expenses,  except
that  the additional  10% excise tax  will be  imposed on the  amount of medical
expenses that  the Participant  cannot deduct  on  a tax  return; or  (iii)  the
payment is made to an alternate payee pursuant to a qualified domestic relations
order.

    If  a Participant  exercises the right  to withdraw  amounts attributable to
Investment Plan Contributions (excluding  earnings thereon) while continuing  as
an  employee, such  withdrawal, being  a return  of the  Participant's after-tax
contributions, will not  be subject  to federal  income tax  provided they  were
contributed  to the Plan prior to January 1, 1987. After any pre-1987 Investment
Plan Contributions have been withdrawn, further withdrawals are considered to be
made on  a pro-rata  basis from  nontaxable employee  contributions and  taxable
earnings  on contributions. Thus, a  withdrawal of Investment Plan Contributions
is considered to be part nontaxable (the return of Investment Plan Contributions
made after January 1,  1987) and part  taxable (the payment  of earnings on  the
Investment   Plan   Contributions,   including  earnings   on   Investment  Plan
Contributions made prior  to 1987).  In similar  fashion, if  withdrawal of  the
portion of a Participant's Trustee-to-Trustee Transfer Contribution attributable
to   such   Participant's   employee   contributions   into   PAYSOP   is  made,

                                       15
such withdrawal  will  be considered  in  part  nontaxable (the  return  of  the
Participant's employee contributions into PAYSOP) and part taxable (the earnings
on such Participant's employee contributions into PAYSOP).

    DISTRIBUTION  UPON TERMINATION  OF EMPLOYMENT.   Amounts  subject to federal
income taxation that are distributed after termination of employment will become
taxable in the year of distribution.

    If distribution of a Participant's account is made in a lump sum, the amount
of the distribution equal to  a Participant's Investment Plan Contributions  and
the  portion of the Participant's Trustee-to-Trustee Transfer Contribution equal
to the employee's  contributions into  PAYSOP is returned  tax-free for  federal
income   tax  purposes.  The  remainder  of  such  distribution,  including  all
accumulated earnings, is subject to federal income tax at ordinary income rates,
subject to the rules described in the next paragraph.

    The Tax Reform Act  of 1986 repealed ten-year  forward averaging and  phased
out  over  a five-year  period  pre-1974 capital  gains  treatment for  lump sum
distributions. Individuals over age 59 1/2 are entitled to make one election  of
five-year forward averaging for a lump sum distribution. However, a transitional
rule  allows individuals  who were age  50 before  January 1, 1986,  and who are
otherwise eligible,  to make  one election,  without regard  to the  age 59  1/2
requirement,  to  use  five-year  forward  averaging  (using  current  rates) or
ten-year averaging  (using  the 1986  tax  rates) with  respect  to a  lump  sum
distribution.  This transitional  rule also allows  such an  individual to elect
capital gains treatment (at a 20%  rate) with respect to lump-sum  distributions
without regard to the phaseout of capital gains. An individual who elects to use
the  transitional rule with respect to a distribution received before age 59 1/2
will lose the opportunity to make another such election for distributions  after
age 59 1/2.

    With  respect to Participants who choose to have their distributions paid in
the form  of  an annuity,  federal  taxation of  the  annuity payments  will  be
determined pursuant to rules established under the Code. Generally, that part of
annuity  income attributable to Investment Plan Contributions and the portion of
Trustee-to-Trustee Transfer Contributions equal  to employee contributions  into
PAYSOP  is returned tax-free for federal  income tax purposes, but the remaining
part is subject to federal income tax at ordinary income rates.

    If a lump sum distribution of stock from the Household Common Stock Fund  or
the  Manufacturing Company Investment  Funds is distributed  upon termination of
employment, the excess, if any, of the fair market value of such stock over  the
cost  of the stock when acquired by the Trustee is not subject to federal income
tax at the time of distribution to  a Participant but generally will be  subject
to  federal income tax when such stock  is subsequently sold by the Participant.
To the extent provided in regulations issued  pursuant to the Tax Reform Act  of
1986,  a taxpayer may elect not to  defer the tax on net unrealized appreciation
until the year of disposition of the stock, thus subjecting the distribution  to
federal income tax at the time of distribution.

    An  additional  10%  excise tax  is  imposed  on the  taxable  portion  of a
distribution received  by  a  Participant  prior  to  age  59  1/2  unless  such
distribution  is: (i) made to a  beneficiary after the Participant's death; (ii)
made on account  of the Participant's  disability, defined as  the inability  to
engage   in  any  substantial  gainful  activity  by  reason  of  any  medically
determinable physical or mental  impairment which can be  expected to result  in
death  or  to be  of  long continued  or indefinite  duration;  (iii) part  of a
scheduled series of substantially equal annual (or more frequent) payments  over
life  or  life expectancy  (or joint  lives  or life  expectancies) but  only if
payments begin after termination of  employment; (iv) made after termination  of
employment  on  account  of  early  retirement  under  a  corporation  sponsored
retirement plan  after attainment  of age  55;  (v) made  to a  Participant  for
payment  of medical  expenses that  could be  deducted on  the Participant's tax
return; or (vi)  a distribution to  an alternate payee  pursuant to a  qualified
domestic relations order.

                                       16
EXCESS  TAX REDUCTION  CONTRIBUTIONS.   If a  Participant makes tax-deferred
contributions  during  the  year  to   certain  other  tax-qualified  plans   or
tax-sheltered  annuities, such tax-deferred contributions  must be combined with
the Participant's Tax Reduction Contributions to the Plan in determining whether
the $9,240 limit  on Tax Reduction  Contributions has been  exceeded during  the
year.  If a Participant has made  more than $9,240 in tax-deferred contributions
under more than one plan during a  taxable year, the Participant may notify  the
Committee  of the Plan's allocable share of the excess contribution prior to the
March 1 following the end  of such taxable year. On  or before April 15 of  such
year,  the Committee will distribute to the Participant any excess Tax Reduction
Contributions and earnings thereon. The  excess Tax Reduction Contributions  are
included  in the  Participant's income  for the  year in  which such  excess Tax
Reduction Contributions  were made.  The earnings  on the  excess Tax  Reduction
Contributions  will be treated as  earned and received in  the tax year in which
the income  is  distributed.  If  the excess  Tax  Reduction  Contributions  and
earnings  thereon are  returned after  April 15, such  excess is  taxable to the
Participant in both  the year in  which the excess  Tax Reduction  Contributions
were  made and in the year in which  such excess is distributed from the Plan to
the Participant.

    EXCISE TAX ON EXCESS DISTRIBUTIONS.   The Code imposes  a 15% excise tax  on
certain  distributions from tax-qualified plans. In general, the payments in any
calendar year  from the  Plan and  any other  tax-qualified defined  benefit  or
defined  contribution  plan,  tax-sheltered  annuity,  or  individual retirement
account will be compared to a dollar limitation, currently $150,000. The  excess
of  the amount distributed over the dollar limitation will be subject to the 15%
excise tax in  addition to any  applicable income  tax, but reduced  by the  10%
excise tax paid for an early distribution as described under "Federal Income Tax
Effects to Participants -- Distribution upon Termination of Employment" above.

    For  lump  sum  distributions  for which  a  Participant  elects  the Code's
averaging provisions, the  penalty will be  applied to the  extent the lump  sum
exceeds  five times the  otherwise applicable limit  for the year.  All lump sum
distributions from qualified retirement plans made within the same year will  be
aggregated  for this  purpose. Lump  sum distributions  are not  aggregated with
annuity payments. Benefits that accrued before  August 1, 1986, will be  subject
to  special rules  if an  election was  made on  the Participant's  1987 or 1988
income tax return and accrued benefits exceeded $562,500.

    The excise tax does not apply to excess distributions (i) of Investment Plan
Contributions, (ii)  on  account  of  death, (iii)  to  alternate  payees  under
qualified  domestic relations orders, or (iv) rolled over into another qualified
plan or individual retirement account.

    ROLLOVER OF A  DISTRIBUTION.  If  a distribution is  made in a  lump sum,  a
Participant may, under certain conditions, roll over to an individual retirement
account  or  other  tax-qualified plan  all  amounts distributed  from  the Plan
account, except  for amounts  equal  to Investment  Plan Contributions  and  the
portion  of any  Trustee-to-Trustee Transfer  Contribution equal  to his  or her
employee contributions into PAYSOP, and thereby postpone the payment of  federal
income  tax on the distribution. A  subsequent distribution to the employee from
the individual  retirement account  or  tax-qualified plan  will be  subject  to
federal  income tax at  ordinary income rates  and will not  qualify for special
five-year averaging described above.

    INTERNAL REVENUE SERVICE APPROVAL.  The tax consequences explained above are
based on  the  Internal Revenue  Service's  determination  that the  Plan  is  a
qualified plan under Sections 401(a) and 401(k) of the Code.

    The foregoing is not intended to cover all tax aspects of Plan participation
and  is based upon current understanding of  federal tax laws and regulations as
in effect as  of the date  of this Prospectus.  Each Participant or  beneficiary
should  consult with tax counsel concerning specific tax consequences, including
the application  of  state  tax laws  which  may  differ from  the  federal  tax
treatment.

                                       17
SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS

    This  notice  contains  important information  Participants  should consider
before they decide how to receive their benefits from the Plan.

SUMMARY

    A payment from the Plan that is eligible for "rollover" can be taken in  two
ways.  Participants may have ALL OR ANY PORTION of their payments either 1) PAID
IN A  "DIRECT ROLLOVER"  or 2)  PAID DIRECTLY  TO THEMSELVES.  A rollover  is  a
payment  of Plan  benefits to an  individual retirement arrangement  (IRA) or to
another qualified employer plan. This choice will affect the tax owed.

    If a Participant chooses a DIRECT ROLLOVER:

       - The payment will not be taxed in the current year and no  income
       tax will be withheld.

       - The payment will be made directly to a designated IRA or, if the
       Participant chooses, to another employer plan that will accept the
        rollover.

       -  The payment will be taxed later when it is taken out of the IRA
       or the employer plan.

    If Participants choose to have Plan benefits PAID TO THEMSELVES:

       - A Participant will receive only 80% of the payment, because  the
       Plan is required to withhold 20% of the payment and send it to the
        IRS as income tax withholding to be credited against taxes.

       -  The payment  will be  taxed in  the current  year unless  it is
       rolled over. Special tax rules are available that could reduce the
        tax owed. However, if the payment is received before age 59  1/2,
        an additional 10% tax may be owed.

       -  A Participant can roll over the  payment by paying it to an IRA
       or to another employer plan that accepts rollovers within 60  days
        of  receiving the  payment. The  amount rolled  over will  not be
        taxed until taken out of the IRA or employer plan.

       - If a Participant wants  to roll over 100%  of the payment to  an
       IRA  or an employer plan, OTHER MONEY MUST BE FOUND TO REPLACE THE
        20% THAT WAS WITHHELD. If a  Participant rolls over only the  80%
        that  was  received, tax  will  be imposed  on  the 20%  that was
        withheld and that is not rolled over.

PAYMENTS ELIGIBLE TO BE ROLLED OVER

    Payments from the Plan may be "eligible rollover distributions." This  means
that  they can be rolled over to an IRA or to another employer plan that accepts
rollovers. Vanguard  and other  Plan administrators  should be  able to  tell  a
Participant  what portion of a payment is an eligible rollover distribution. The
following types of payments CANNOT be rolled over:

    NON-TAXABLE PAYMENTS.  In general, only  the "taxable portion" of a  payment
is  an eligible rollover distribution. If a Participant has made Investment Plan
Contributions to the Plan, these contributions will be non-taxable when they are
paid to  the Participant,  and  they cannot  be  rolled over.  (Investment  Plan
Contributions are contributions made to the Plan that were already taxed.)

    PAYMENTS SPREAD OVER LONG PERIODS.  A payment cannot be rolled over if it is
part of a series of equal (or almost equal) payments that are made at least once
a year and that will last for:

       -   the   Participant's  lifetime   (or  the   Participant's  life
       expectancy), or

       - the Participant's lifetime  and the Participant's  beneficiary's
       lifetime (or life expectancies), or

       - a period of ten years or more.

                                       18
REQUIRED  MINIMUM PAYMENTS.  Beginning in the year a Participant reaches age
70 1/2, a certain  portion of a payment  cannot be rolled over  because it is  a
"required minimum payment" that must be paid to the Participant.

DIRECT ROLLOVER

    Participants can choose a direct rollover of all or any portion of a payment
that  is an  "eligible rollover distribution,"  as described above.  In a direct
rollover, the eligible rollover distribution is  paid directly from the Plan  to
an IRA or another employer plan that accepts rollovers. Participants that choose
a  direct rollover, are not taxed on a payment until they take it out of the IRA
or the employer plan.

    DIRECT ROLLOVER TO  AN IRA.   Participants can  open an IRA  to receive  the
direct  rollover. (The term  "IRA", as used in  this notice, includes individual
retirement accounts  and  individual  retirement  annuities).  Participants  who
choose to have payment made directly to an IRA, should contact an IRA sponsor to
find  out  how to  have payment  made in  a direct  rollover to  an IRA  at that
institution. An IRA can be established to receive a payment and temporarily hold
the account  balance until  a  decision is  made on  how  to invest  the  funds.
However,  in choosing an IRA, a Participant may wish to consider whether the IRA
chosen will allow all or a part of  the payment to another IRA at a later  date,
without  penalties  or other  limitations. See  IRS Publication  590, Individual
Retirement Arrangements, for more information  on IRAs (including limits on  how
often IRAs may be rolled over between IRAs).

    DIRECT  ROLLOVER TO A PLAN.  If a  Participant is employed by a new employer
that has a qualified plan, and would like to have a direct rollover made to that
plan, the administrator of that plan should be asked whether it will accept  the
rollover.  An employer plan is not legally required to accept a rollover. If the
new employer's plan does not accept a rollover, a Participant can make a  direct
rollover to an IRA.

    DIRECT ROLLOVER OF A SERIES OF PAYMENTS.  If a Participant receives eligible
rollover  distributions that are paid  in a series for  less than ten years, the
choice on  whether a  direct  rollover will  be made  will  apply to  all  later
payments  in  the series  until  a change  is made  to  the payment  election. A
Participant is free to change the election for any later payment in the series.

PAYMENT PAID TO A PARTICIPANT

    A payment made  directly to a  Participant is  subject to a  20% income  tax
withholding.  The payment is taxed in the  year it is received unless, within 60
days, it is rolled over to an IRA or another plan that accepts rollovers. If  it
is not rolled over, special tax rules may apply.

    MANDATORY  WITHHOLDING.   If any  portion of  a payment  made directly  to a
Participant is an eligible rollover distribution, the Plan is required by law to
withhold 20%  of that  amount. This  amount is  sent to  the IRS  as income  tax
withholding.  For example, if an eligible rollover distribution is $10,000, only
$8,000 will be paid to the Participant because the Plan must withhold $2,000  as
income  tax. However, when the Participant prepares an income tax return for the
year, the full $10,000 will be reported  as a payment from the Plan. The  $2,000
will be reported as tax withheld, and it will be credited against any income tax
owed for the year.

    VOLUNTARY  WITHHOLDING.   If any  portion of  a payment  is not  an eligible
rollover distribution but is taxable, the mandatory withholding rules  described
above  do  not  apply.  In this  case,  an  election  may be  made  to  not have
withholding apply to that portion. To elect out of withholding, ask Vanguard for
the election form and related information.

    SIXTY-DAY ROLLOVER OPTION.  If an eligible rollover distribution is paid  to
a  Participant, the Participant may still decide to  roll over all or part of it
to an IRA or  another employer plan that  accepts rollovers. If the  Participant
decides to roll over, THE ROLLOVER MUST BE MADE WITHIN 60 DAYS AFTER THE PAYMENT
IS  RECEIVED. The portion of  the payment that is rolled  over will not be taxed
until it is taken out of the IRA or the employer plan.

                                       19
Up to 100% of the eligible rollover distribution, including an amount  equal
to  the 20% that was withheld, may be rolled over. If 100% is rolled over, other
money must be  contributed to the  IRA or  the employer plan  within the  60-day
period  to replace the 20% that was withheld. On the other hand, if only the 80%
received is rolled over, the 20% that was withheld will be taxed.

        EXAMPLE:  An  eligible  rollover   distribution  is  $10,000,  and   the
    Participant  chooses  to  receive  payment  directly.  The  Participant will
    receive $8,000 and $2,000 will be sent to the IRS as income tax withholding.
    Within 60 days after receiving the $8,000, the Participant may roll over the
    entire $10,000 to an IRA or employer plan. To do this, the Participant  must
    roll  over the $8,000 received from the  Plan, and an additional $2,000 from
    other sources (savings, a loan, etc.).  In this case, the entire $10,000  is
    not  taxed until it is taken out of  the IRA or employer plan. If the entire
    $10,000 is rolled  over, when  the Participant  files a  federal income  tax
    return, the $2,000 withheld may be refunded.

        If,  on the other  hand, if only  $8,000 is rolled  over, the $2,000 not
    rolled over is taxed in the year it was withheld. When the Participant files
    an income  tax return,  a  refund of  part of  the  $2,000 withheld  may  be
    payable.  (However, any refund is likely to  be larger if the entire $10,000
    is rolled over.).

    ADDITIONAL 10% TAX IF  A PARTICIPANT IS  NOT AGE 59 1/2.   If a  Participant
receives  a payment before reaching age 59 1/2  and it is not rolled over, then,
in addition to the  regular income tax,  an additional tax equal  to 10% of  the
taxable  portion of the payment may be  payable. The additional 10% tax does not
apply to the payment if it is (1) paid because employment is terminated with the
employer during  or after  the year  the Participant  reaches age  55, (2)  paid
because  retirement is due  to disability, (3)  paid as equal  (or almost equal)
payments over the Participant's  life or life  expectancy (or the  Participant's
and  the Participant's beneficiary's lives or life expectancies), or (4) used to
pay certain medical  expenses. See  IRS Form 5329  for more  information on  the
additional 10% tax.

    SPECIAL  TAX TREATMENT.  If an  eligible rollover distribution is not rolled
over, it will be taxed in the year it is received. However, if it qualifies as a
"lump sum distribution", it  may be eligible for  special tax treatment. A  lump
sum  distribution is a payment of a  Participant's entire balance under the Plan
(and certain  other  similar  plans  of  the  employer)  that  is  paid  to  the
Participant  within one year because  the Participant has reached  age 59 1/2 or
has terminated employment with the employer (or, in the case of a  self-employed
individual,  because  the  Participant has  reached  age  59 1/2  or  has become
disabled). For a payment to qualify as a lump sum distribution, the  Participant
must  have been a participant in the Plan  for at least 5 years. The special tax
treatment for lump sum distributions is described below.

        FIVE-YEAR AVERAGING.   If a lump  sum distribution is  received after  a
    Participant  is age 59 1/2,  the Participant may be  able to make a one-time
    election to figure the  tax on the payment  by using "five-year  averaging".
    Five-year averaging often reduces the tax owed because it treats the payment
    much as if it were paid over five years.

        TEN-YEAR AVERAGING IF A PARTICIPANT WAS BORN BEFORE JANUARY 1, 1936.  If
    a  lump sum  distribution is  received and  the Participant  was born before
    January 1, 1936, the Participant can make a one-time election to figure  the
    tax  on the  payment by  using "ten-year  averaging" (using  1986 tax rates)
    instead of five-year averaging (using current tax rates). Like the five-year
    averaging rules, ten-year averaging often reduces the tax owed.

        CAPITAL GAIN  TREATMENT IF  A  PARTICIPANT WAS  BORN BEFORE  JANUARY  1,
    1936.    In  addition,  if  a lump  sum  distribution  is  received  and the
    Participant was born before  January 1, 1936, the  Participant may elect  to
    have  the part of the payment that is attributable to pre-1974 participation
    in the Plan (if any) taxed as long-term capital gain at a rate of 20%.

    There  are  other  limits  on  the  special  tax  treatment  for  lump   sum
distributions.  For example, Participants  can generally elect  this special tax
treatment only once in their lifetime, and the election applies to all lump  sum
distributions  that are received in that  same year. If a Participant previously

                                       20
rolled over a  payment from  the Plan  (or certain  other similar  plans of  the
employer),  the  Participant cannot  use this  special  tax treatment  for later
payments from the Plan. If  a Participant rolls over a  payment to an IRA,  this
special  tax treatment for  later payments from  the IRA will  not be available.
Also, if a Participant rolls  over only a portion of  a payment to an IRA,  this
special  tax treatment is not available for  the rest of the payment. Additional
restrictions are described in IRS Form 4972, which has more information on  lump
sum distributions and how to elect the special tax treatment.

    EMPLOYER  STOCK  OR  SECURITIES.    There is  a  special  rule  that  may be
applicable for a payment  from the Plan that  includes employer stock (or  other
employer securities). To use this special rule, 1) the payment must qualify as a
lump  sum distribution,  as described  above (or  would qualify  except that the
Participant does not yet have 5 years  of participation in the Plan), or 2)  the
employer  stock  included in  the payment  must  be attributable  to "after-tax"
employee contributions, if any. Under this special rule, a Participant may  have
the  option of not paying tax on  the "net unrealized appreciation" of the stock
until the stock is sold. Net  unrealized appreciation generally is the  increase
in  the value  of the  employer stock  after it  was acquired  by the  Plan. For
example, if employer stock was contributed to a Plan account when the stock  was
worth  $1,000 but the stock was worth $1,200  when it is received, tax would not
be paid on the $200 increase in value until the stock is later sold.

    A Participant may instead elect  not to have the  special rule apply to  the
net  unrealized appreciation. In this case,  net unrealized appreciation will be
taxed in the year the  stock is received, unless the  stock is rolled over.  The
stock  (including any net unrealized appreciation) can  be rolled over to an IRA
or another employer plan either in a direct rollover or a rollover that is  made
by the Participant.

    If  any employer stock is received in a payment that qualifies as a lump sum
distribution, the special  tax treatment  for lump  sum distributions  described
above  (such  as five-year  averaging) also  may  apply. See  IRS Form  4972 for
additional information on these rules.

SURVIVING SPOUSES, ALTERNATE PAYEES AND OTHER BENEFICIARIES
    In general, the rules summarized above  that apply to payments to  employees
also  apply to  payments to  surviving spouses  of employees  and to  spouses or
former spouses who are "alternate payees".  An alternate payee is an  individual
whose  interest in the Plan results from a "qualified domestic relations order",
which is an order  issued by a  court, usually in connection  with a divorce  or
legal  separation. Some of the  rules summarized above also  apply to a deceased
employee's beneficiary who is not a  spouse. However, there are some  exceptions
for  payments to  surviving spouses,  alternate payees,  and other beneficiaries
that should be mentioned.

    A surviving spouse may choose to have an eligible rollover distribution paid
in a direct  rollover to  an IRA  or receive  payment directly.  If a  surviving
spouse  receives the payment directly,  it may be kept or  rolled over to an IRA
but it cannot be  rolled over to  an employer plan. An  alternate payee has  the
same choices as the employee. Thus, an alternate payee can have the payment paid
as a direct rollover or receive payment directly. If an alternate payee receives
payment directly, it may be kept or rolled over to an IRA or to another employer
plan  that accepts rollovers. A beneficiary other than a surviving spouse CANNOT
choose a direct rollover, and CANNOT roll over the payment.

    Payments to a surviving spouse,  an alternate payee, or another  beneficiary
are  not subject to the additional 10%  tax described in Section III above, even
if they are younger than age 59 1/2.

    A surviving spouse, an alternate payee,  or another beneficiary may be  able
to use the special tax treatment for lump sum distributions and the special rule
for  payments that include employer stock, as described in Section III above. If
a payment is received because of  a Participant's death, the beneficiary may  be
able  to treat the  payment as a lump  sum distribution if  the employee met the
appropriate age  requirements,  whether or  not  the  employee had  5  years  of
participation in the Plan.

HOW TO OBTAIN ADDITIONAL INFORMATION
    This  Prospectus summarizes only the federal  (not state or local) tax rules
that might apply to payments. The rules described above are complex and  contain
many  conditions and exceptions that are not included in this notice. Therefore,
Participants may wish  to consult with  a professional tax  advisor BEFORE  they
take  a payment of  benefits from the  Plan. Also, more  specific information on

                                       21
the tax treatment of  payments from qualified retirement  plans can be found  in
IRS  Publication  575,  Pension and  Annuity  Income, and  IRS  Publication 590,
Individual Retirement Arrangements. These publications are available from  local
IRS offices or by calling (800) TAX-FORMS.

                          OTHER IMPORTANT INFORMATION

    RESTRICTIONS  ON RESALE OF  HOUSEHOLD COMMON STOCK.   There are generally no
restrictions on resale of Household's common stock acquired pursuant to the Plan
except for employees who are deemed  to be "affiliates" of the Corporation,  and
directors  or officers of the  Corporation who are subject  to Section 16 of the
Securities Exchange  Act  of 1934.  An  affiliate  may resell  common  stock  of
Household acquired under the Plan either pursuant to a registration statement or
pursuant to Rule 144 or another applicable exemption under the Securities Act of
1933.  For purposes of reselling, an affiliate is basically defined as a control
person or one who, directly or indirectly, has the power to direct or cause  the
direction  of the management and policies of  Household. Under Section 16 of the
Securities Exchange Act of 1934, any profit realized by a director or officer of
Household through the purchase and sale or  any sale and purchase of any  equity
security  of Household  within a  period of six  months might  be recoverable by
Household. If an employee  thinks that he  or she might be  an affiliate of  the
Corporation,  or  subject to  the  provisions of  Section  16 of  the Securities
Exchange Act of 1934,  an attorney should be  consulted to determine what  steps
should be taken to accomplish any such resale under securities laws.

    HOUSEHOLD PREFERRED SHARE PURCHASE RIGHTS.  Each share of Household's common
stock  owned by  a Participant  also represents  ownership of  a Preferred Share
Purchase Right  ("Right"), as  set  forth in  a  Rights Agreement  (as  amended)
between Household and Harris Trust and Savings Bank, as Rights Agent. Each Right
entitles  the holder to  purchase from Household  one-hundredth of a  share of a
series of Preferred  Stock designated  Series A  Junior Participating  Preferred
Stock  ("Junior Preferred  Stock") at  a price  of $100  per one-hundredth  of a
share. The Rights are not exercisable  until ten days after anyone acquires  20%
or  more  of Household's  common stock  or makes  an  offer for  30% or  more of
Household's common stock. If Household is acquired in a merger or other business
combination, each Right will entitle its holder to purchase at the $100 exercise
price the number of shares of common stock of the surviving company which  would
have a market value of two times the exercise price. In the event that Household
were  the surviving  corporation in  the merger  and its  common stock  were not
changed, proper provision would  be made so  that each holder  of a Right  would
thereafter  have the  right to  receive upon  exercise the  number of  shares of
Household's Junior Preferred  Stock (or  a new series  of Household's  preferred
stock having the same rights, privileges and preferences as the Junior Preferred
Stock)  having a market value of two times  the exercise price of the Right. The
Rights will expire on August 31, 1994, and may also be redeemed at the option of
Household for  50  CENTS per  Right  unless  a person  has  acquired  beneficial
ownership of 20% or more of Household's common stock. The Junior Preferred Stock
purchasable upon exercise of the Rights will be nonredeemable and subordinate to
other series of Household's preferred stock. The above summary of the Rights and
Junior  Preferred Stock does not purport to  be complete and is qualified in its
entirety  by  reference  to  the  Rights  Agreement  (as  amended)  and  to  the
Certificate  of  Designation, Preferences  and  Rights of  the  Junior Preferred
Stock, copies  of  which  have  been filed  with  the  Securities  and  Exchange
Commission.  Copies  of such  documents can  also  be obtained  from Household's
Office of the Secretary.

    AMENDMENT OR TERMINATION.   The  Plan has no  specified duration.  Household
reserves  the right to amend, suspend, or terminate the Plan at any time, and to
discontinue or  modify  its  contributions  at  any  time.  Rights  or  benefits
previously  acquired  by or  allocated for  Participants  will not  be adversely
affected by any such action unless the general officers of Household, on  advice
of  legal counsel, determine such action to be necessary or advisable to conform
the Plan  to the  requirements of  Sections 401  and 501  of the  Code or  other
federal law.

    REPORTS  TO PARTICIPANTS.  Participants in  the Plan will receive an account
statement showing their current account balance as of the end of each quarter.

                                       22
NON-ASSIGNABILITY AND SECURITY INTERESTS.  Except for security interests  in
a  Participant's account resulting from loans by  the Plan to a Participant, and
unless otherwise required by law, e.g.  a qualified domestic relations order,  a
Participant  may  not  assign,  transfer,  pledge,  or  otherwise  encumber  the
Participant's interest in the Plan.

    BURDEN OF RISK.   Household  does not guarantee  the value  of the  benefits
payable  under the Plan, and payments which  are specified to be made thereunder
shall be made exclusively  from the assets of  the Trust. A Participant  assumes
all risk connected with any decline in market value of Household common stock or
other securities and investments credited to the Participant's account.

    MISCELLANEOUS.     The  foregoing  statements  are  summaries  of  important
provisions of the Plan and are not complete. Each employee may obtain a complete
copy of  the  Plan  from  the  Corporation. In  case  of  any  conflict  between
information  provided in  this Prospectus  and the  provisions of  the Plan, the
provisions of the Plan control.

                           AVAILABLE INFORMATION AND
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    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,  Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade  Center, New  York, New York  10048. 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)  The  Corporation's  and  the  Plan's  latest  annual  reports filed
    pursuant to Section 13(a)  or 15(d) of the  Securities Exchange Act of  1934
    or,  in the case of the Corporation, the latest prospectus filed pursuant to
    Rule 424(b)  under  the  Securities  Act of  1933,  which  contains,  either
    directly  or by  incorporation by reference,  certified financial statements
    for the Corporation'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 reports or the prospectus incorporated pursuant to (a) above.

        (c) The description  of any  class of  securities to  be 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 to whom this Prospectus
is  delivered, on the written or  oral request of such person,  a copy of any or
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: (708) 564-5000).

                                       23
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  information set forth under "Available Information and Incorporation of
Certain Documents by  Reference" in the  Prospectus included as  a part of  this
Registration Statement is hereby incorporated herein by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The  information  set  forth under  "Legal  Opinions" and  "Experts"  in the
Prospectus  included  as  a  part  of  this  Registration  Statement  is  hereby
incorporated herein by reference.

ITEM 6.  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. ("Household"),
contains a provision which eliminates directors' personal liability as set forth
above.

    The General  Corporation  Law  of  Delaware  (Section  145)  gives  Delaware
corporations  such  as Household  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  or 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
Delaware  corporations 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, vote of stock holders or otherwise.

    Household's  Restated Certificate of Incorporation, as 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 officer and directors, subject to limitations and conditions as  set
forth in the policies.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.  EXHIBITS
4)  Amended and Restated Household International Tax Reduction Investment Plan.
      5A)  Opinion of John W. Blenke, Assistant General Counsel and Secretary of Household, as to
           the legality of the securities being registered.
      5B)  Internal Revenue Service Determination letter as to qualification under Section 401 of
           the Internal Revenue Code.
      5C)  Undertaking to file amended provisions of the plan with the Internal Revenue Service.
II-1
23A)  Consent of Arthur Andersen & Co., Certified Public Accountants.
     23B)  Consent of Mr. Blenke is contained in his opinion.
      24)  Power of Attorney (included on Page II-4 hereof).
ITEM 9.  UNDERTAKINGS.

    (a) The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
    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  registration  statement  (or  the  most  recent
       post-effective   amendment  thereof)   which,  individually   or  in  the
       aggregate, represents a fundamental change  in the information set  forth
       in the registration statement;

          (iii)  To include any material information with respect to the plan of
       distribution not previously  disclosed in the  registration statement  or
       any material change to such information in the registration statement;

           Provided,  however,  that the  undertakings  set forth  in paragraphs
       (a)(I)(i) and (a)(1)(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 the 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
    therein, 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.

    (b) The  undersigned  registrant hereby  undertakes  that, for  purposes  of
determining  any liability under the Securities Act  of 1933, each filing of the
registrant's annual report  pursuant to section  13(a) or section  15(d) of  the
Securities Exchange Act of 1934 (and, where applicable, each of the filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

    (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons  of
the   registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant 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 registrant of  expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful  defense of any  action, suit or  proceedings) is asserted  by
such  director, officer or controlling person  in connection with the securities
being registered, the registrant 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-2
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  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Prospect Heights,  State of Illinois, on the 8th day
of February, 1994.

                                          HOUSEHOLD INTERNATIONAL, INC.

                                          By           DONALD C. CLARK

                                             -----------------------------------
                                                      Donald C. Clark,
                                                    CHAIRMAN OF THE BOARD
                                                 AND CHIEF EXECUTIVE OFFICER

    Each person whose  signature appears  below constitutes and  appoints J.  W.
Blenke  and M. M. Carlson and  P. D. Schwartz and each  or any one of them (with
full power  to act  alone), as  his/her true  and lawful  attorneys-in-fact  and
agents,  with full  power of  substitution and  resubstitution, for  him/ her in
his/her name, place and stead,  in any and all capacities,  to sign any and  all
amendments  (including post-effective amendments)  to this Form  S-8 and to file
the same,  with all  exhibits thereto,  and all  other documents  in  connection
therewith,  with the Securities and Exchange Commission, granting unto each such
attorneys-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 attorneys-in-fact and  agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the  following persons in the capacities  indicated
on the 8th day of February, 1994.

              SIGNATURE                                  TITLE
- --------------------------------------  ----------------------------------------
                      JOHN C.
               BIEGLER
- --------------------------------------  Director
          (John C. Biegler)
                     DONALD C.
                CLARK                   Chairman of the Board, Chief Executive
- --------------------------------------   Officer and Director
          (Donald C. Clark)
                    ROBERT J.
               DARNALL
- --------------------------------------  Director
         (Robert J. Darnall)
                      GARY G.
                DILLON
- --------------------------------------  Director
           (Gary G. Dillon)

                                      II-3
SIGNATURE                                  TITLE
- --------------------------------------  ----------------------------------------
                 MARY JOHNSTON
                EVANS
- --------------------------------------  Director
        (Mary Johnston Evans)
              CYRUS F. FREIDHEIM,
                 JR.
- --------------------------------------  Director
      (Cyrus F. Freidhiem, Jr.)
                      LOUIS E.
                 LEVY
- --------------------------------------  Director
           (Louis E. Levy)
                      JOHN D.
               NICHOLS
- --------------------------------------  Director
          (John D. Nichols)
                     GORDON P.
                OSLER
- --------------------------------------  Director
          (Gordon P. Osler)
                    ARTHUR E.
              RASMUSSEN
- --------------------------------------  Director
        (Arthur E. Rasmussen)
              LOUIS W. SULLIVAN,
                 M.D.
- --------------------------------------  Director
      (Louis W. Sullivan, M.D.)
                    RAYMOND C.
                TOWER
- --------------------------------------  Director
          (Raymond C. Tower)
                    DAVID A.
              SCHOENHOLZ                Vice President and
- --------------------------------------   Chief Accounting Officer
        (David A. Schoenholz)            (A Principal Financial Officer)

                                      II-4
SIGNATURE FOR THE PLAN

    Pursuant  to the requirements  of the Securities Act  of 1933, the Household
International Tax Reduction  Investment Plan has  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  8th
day of February, 1994.

                                          HOUSEHOLD INTERNATIONAL TAX
                                           REDUCTION INVESTMENT PLAN

                                          By:         R. FRANK SPAULDING

                                             -----------------------------------
                                                    (R. Frank Spaulding)

                                          Member   of  the   Administrative  and
                                          Investment Committee of the  Household
                                          International Tax Reduction Investment
                                          Plan

                                      II-5
EXHIBIT INDEX
Exhibit
Number                                                     Exhibit
- ---------  --------------------------------------------------------------------------------------------------------
4)  Amended and Restated Household International Tax Reduction Investment Plan.
      5A)  Opinion of John W. Blenke, Assistant General Counsel and Secretary of Household, as to the legality of
           the securities being registered.
      5B)  Internal Revenue Service Determination letter as to qualification under Section 401 of the Internal
           Revenue Code.
      5C)  Undertaking to file amended provisions of the plan with the Internal Revenue Service.
     23A)  Consent of Arthur Andersen & Co., Certified Public Accountants.
     23B)  Consent of Mr. Blenke is contained in his opinion.
      24)  Power of Attorney (included on Page II-3 hereof).
II-6