Registration No. 333-  
                                                                  
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                                   
                            Form S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                                                   
                  HOUSEHOLD INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)

             Delaware                               36-3121988
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification 
                                                          No.)
      2700 Sanders Road, Prospect Heights, Illinois  60070
      (Address of Principal Executive Offices)  (Zip Code)

           HOUSEHOLD INTERNATIONAL LONG TERM EXECUTIVE
                   INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)
                                             
                       PATRICK D. SCHWARTZ
          Associate General Counsel - Corporate Finance
                  Household International, Inc.
      2700 Sanders Road, Prospect Heights, Illinois  60070
             (Name and address of agent for service)
                          847-564-6301
  (Telephone number, including area code, of agent for service)

<TABLE>                         
<CAPTION>                  CALCULATION OF REGISTRATION FEE

<S>               <C>            <C>                <C>                <C>
 Title of                          Proposed           Proposed
securities          Amount          maximum           maximum            Amount of
  to be              to be       offering price      aggregate         registration
registered        registered     per interest       offering price         fee
                     <F1>          share<F2>            <F2>
- ----------        ----------     --------------     --------------     ------------
Household         4,000,000        $67.4375          $269,750,000       $93,017.25
International,
Inc. Common
Stock, $1 par
value...

<FN>                                                                                                         
<F1>In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.  

<F2>Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and
(h) on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock
Exchange on May 9, 1996.
</FN>
/TABLE
<PAGE>
<PAGE> 2

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also covers securities registered
pursuant to Registration Statement No. 33-45454.

                      Household International, Inc.

                          CROSS REFERENCE SHEET

                                    to
                     Form S-8 Registration Statement


                                           Caption or Location
Item in Form S-8                              in Prospectus

1. Plan Information                        Cover Page
                                           Introductory Statement
                                           1996 Long-Term Executive
                                             Incentive Compensation
                                             Plan
                                           Federal Income Tax 
                                             Consequences of the
                                             Plan
                                           Other Important
                                             Information

2.  Registrant Information and             Introductory Statement
     Employee Plan Annual                  Available Information
     Information 

<PAGE>
<PAGE> 3
Prospectus



                   HOUSEHOLD INTERNATIONAL, INC.



                            Common Stock

                            $1 Par Value
                          _______________


Pursuant to the Household International 1996 Long-Term Executive
Incentive Compensation Plan (the "Incentive Plan"), shares of
Common Stock ($1 par value) of Household International, Inc. (the
"Stock") or options therefore may be awarded from time to time.  As
of the date of this Prospectus, 4,806,537 shares of Stock are
available for issuance under the Incentive Plan.

The Stock is listed on the New York and Chicago Stock Exchanges. 
The trading symbol of the Stock is "HI".


                          _______________


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 PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.



                          _______________


            The date of this Prospectus is May 14, 1996<PAGE>
<PAGE> 4
                        TABLE OF CONTENTS
                                                        Page

Introductory Statement ................................... 2      
Available Information .................................... 2
1996 Long-Term Executive Incentive Compensation Plan...... 3
Federal Income Tax Consequences of the Incentive Plan.....10 
Other Important Information ..............................11   
Incorporation of Certain Documents by Reference ..........13 
Legal Opinions ...........................................13 
Experts ..................................................14 


                     INTRODUCTORY STATEMENT

        In this Prospectus, Household International, Inc. is referred
to as "Household" or the "Corporation".  The address of Household's
principal executive office is 2700 Sanders Road, Prospect Heights,
Illinois 60070 (Telephone:  847-564-5000).  A copy of the
Corporation's latest Annual Report to Shareholders will be
delivered to all employees who have not previously received a copy
and have been granted stock options or other awards under the
Incentive Plan.  The Corporation will promptly send, without
charge, an additional Annual Report and/or a copy of the Incentive
Plan in effect to any employee at his or her request.

        Additional updating information with respect to the securities
and the Plan covered herein may be provided in the future to plan 
participants by means of appendices to this Prospectus.


                     AVAILABLE INFORMATION

        Household is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission"). 
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661; and Seven World
Trade Center, New York, New York 10048.  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 information 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 on which the Stock and
certain other securities of the Corporation are listed.

        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) and
such additional information pertaining to the Incentive Plan and
its administration, as desired.  See "Introductory Statement" and
"Incorporation of Certain Documents by Reference".  Requests should
be directed to:  Household International, Inc., 2700 Sanders Road,
Prospect Heights, IL 60070, Attention:  Office of the Secretary
(Telephone:  847-564-6989).


       1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN

General

        The Incentive Plan was approved by the shareholders of
Household on May 8, 1996, on the recommendation of Household's
Board of Directors.  The purpose of the Incentive Plan is to
further the long-term growth of Household by strengthening its
ability to attract and retain employees of outstanding ability, to
provide an effective means for employees to acquire and maintain
ownership of Household Stock, to motivate such employees to achieve
long-range performance goals and objectives, and to provide
incentive compensation opportunities competitive with those of
other major corporations.  Selected employees of Household and its<PAGE>
<PAGE> 5
subsidiaries may be chosen to receive awards under the Incentive
Plan.  In addition, the Incentive Plan provides for the issuance of
options to purchase Household Stock to non-employee Directors of
Household in order to facilitate ownership and to more fully align
the interests of Household's Directors with that of its
stockholders.

        The Incentive Plan is administered by the Compensation
Committee of the Board of Directors.  The Compensation Committee
determines which employees will receive awards and the amounts,
types, terms and restrictions of such awards, and is also
authorized to interpret the Incentive Plan, to establish rules and
regulations thereunder, and to make all other determinations
necessary or advisable for administering the Incentive Plan. 
Committee members hold their position at the discretion of the
Board.  The address of the Compensation Committee is 2700 Sanders
Road, Prospect Heights, Illinois 60070.

        The Compensation Committee may grant any type of award
permitted under the terms of the Incentive Plan, which at the
present time includes stock options and Restricted Stock Rights. 
The specific terms of any award, including vesting provisions, if
any, shall be determined by the Compensation Committee and set
forth in the notice and the agreement for such award (the "Grant"),
which Grant shall constitute a part of this Prospectus.  As of the
date of this Prospectus, Household may issue up to 4,806,537 shares
(including 806,537 shares remaining under the Household
International Long-Term Executive Incentive Compensation Plan
approved by the shareholders in May 1984 and amended thereafter,
(the "1984 Plan") of its Stock pursuant to the Incentive Plan,
which may consist of either authorized and unissued shares,
treasury shares or stock purchased by Household, or an agent
thereof, in the open market.  If any award granted under the
Incentive Plan or the 1984 Plan terminates or lapses for any
reason, any shares of Stock subject to such award will again be
available for grant under the Incentive Plan.  The maximum number
of shares or share equivalents that may be granted to any one
participant in one year is 400,000 shares.

        Stock options and other awards issued under the Incentive Plan
may be adjusted due to changes in the capital structure of
Household (including, stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, or
other changes in capitalization).  Such adjustments may include
changes to the price, number and kind of shares of stock or other
consideration subject to an award, so as to prevent dilution or
enlargement of rights under the award.

Employee Options 

        Under the Incentive Plan, the Compensation Committee may grant
employees any type of option to purchase shares of Stock that is
permitted by law at the time of grant.  No option will be
exercisable less than one year nor more than ten years and one day
from the date of grant; provided, however, the Compensation
Committee may extend the expiration date of an option to no more
than 15 years from the date of the grant.  The option price per
share will not be less than the fair market value of one share of
Stock on the date of grant.  Options previously granted under the
1984 Plan are exercisable at the rate of 25% of the shares under
option on or after each of the first, second, third, and fourth
anniversaries of the date of grant, on a cumulative basis, and must
generally be exercised in units of at least 25 shares.  It is
expected the same vesting schedule will be utilized for grants
under the Incentive Plan.  

        At the Compensation Committee's discretion, Household will pay
or credit to a participant's account an amount of cash (or
additional shares or share equivalents of Stock based upon the then
fair market value of the Stock) equal to the cash dividends
declared on Stock for each share of Stock subject to an option
award.  The Committee may, in its discretion, adopt rules
permitting employees to satisfy all or part of the tax withholding
obligations in connection with an award by electing to have
Household withhold shares otherwise deliverable to the employee or
by delivering shares previously owned by such employee for at least
six months.  Payment for shares purchased through options may be
made in cash or, at the discretion of the Compensation Committee,<PAGE>
<PAGE> 6
in shares of Stock valued at the then fair market value of such
shares or a combination of cash and Stock.  Any shares of Stock
surrendered by an employee in full or partial payment of the
exercise price of an option must have been held by the employee at
least six months prior to the date such shares are surrendered in
payment.

        As of the date of this Prospectus, options issued under the
Incentive Plan may be exercised only by the employee and may not be
transferred except by will or the laws of descent and distribution. 
However, if Exchange Act rules no longer restrict transferability
and the Compensation Committee establishes rules for transfer of
employee options, the Office of the Secretary will notify affected
participants of the terms under which an award may be transferred. 
Upon termination of employment by Household and its subsidiaries,
all rights under the Incentive Plan terminate except as follows, or
as otherwise reflected in the Grant:

                (i) in the event of termination of employment (a) as a
        result of a material change in the employee position following
        a Change-in-Control as described herein under "Change-in-
        Control", or (b) and the employee is retirement-eligible under
        the terms of a pension plan of Household or a subsidiary, the
        option may be exercised within five years of the date of
        termination of employment or as otherwise provided in the
        Grant;

                (ii) in the event of termination of employment due to
        permanent and total disability of the holder and the employee
        is not retirement-eligible under the terms of a pension plan
        of Household or a subsidiary, the option may be exercised
        within twelve months following the date of such termination of
        employment or as otherwise provided in the Grant;

                (iii) in the event of death during employment, the option
        may be exercised by the executor, administrator, or other
        personal representative of the holder within five years
        succeeding death if such holder was retirement-eligible under
        the terms of a pension plan of Household or a subsidiary, or
        twelve months if such holder was not retirement-eligible under
        the terms of a pension plan of Household or a subsidiary or as
        otherwise provided in the Grant;

                (iv) except in the event of termination of employment for
        cause, following termination of employment other than as set
        forth in (i), (ii) or (iii) above, the option may be exercised
        within three months following the date of termination, or
        prior to the expiration of the option, whichever period is
        shorter; and

                (v) in the event of death of the employee following
        termination of employment, the option may be exercised by the
        executor, administrator, or other personal representative of
        the holder, notwithstanding the time period specified in (i),
        (ii), (iii) or (iv) above, within a) twelve months following
        death or b) the remainder of the period in which the employee
        was entitled to exercise the option, whichever period is
        longer.

In all such cases, however, the option may not be exercised after
the expiration of the original term of such option and, except as
previously noted, may only be exercised to the extent it was
exercisable on the date of termination of employment.  Also, if the
Compensation Committee determines that the termination is for
cause, the option will not under any circumstances be exercisable
following termination of employment.

Restricted Stock Rights

        The Incentive Plan also authorizes the Compensation Committee
to grant Restricted Stock Rights ("RSRs").  RSRs entitle an
employee to receive a stated number of shares of Stock if the
employee remains continuously employed by Household for the time
period (the "restricted period") specified by the Compensation
Committee.  However, the Compensation Committee in its sole
discretion may specify other restrictions to be satisfied for
shares of Stock to be issued pursuant to a RSR, or accelerate the
payment of Stock prior to the termination of the restricted period<PAGE>
<PAGE> 7
if the holder of the RSR achieves certain performance levels
established at the time the RSR is granted by the Compensation
Committee.  The Committee may revise such performance levels as it
deems appropriate to reflect significant, unforeseen events or
changes.  A holder of RSRs will not be entitled to any of the
rights of a holder of Stock prior to the payment of such shares;
however, at the discretion of the Compensation Committee, Household
will pay or credit to a participant's account an amount in cash (or
additional shares or share equivalents of Stock based upon the then
fair market value of the Stock) equal to the cash dividends
declared on Stock for each share of Stock subject to an RSR.  RSR's
are not transferable except by will or the laws of descent or
distribution.  In the event of termination of employment due to
death or permanent and total disability or as a result of a
material change in the employee's position following a Change-in-
Control as described herein under "Change-in-Control", the holder
of the RSR or his estate will be entitled to receive the number of
shares subject to the RSR prorated on the basis of the number of
full months elapsed in the restricted period.

Non-Employee Director Options

        Under the Incentive Plan each non-employee director will be
granted an option for 1,500 shares of Stock on the date of each
Annual Meeting of Stockholders at which such Director is elected to
the Board of Directors, beginning with the 1997 Annual Meeting of
Stockholders.  The Committee will have no discretion to select
which non-employee Directors will be granted options or to
determine the number of option shares, price, vesting schedule or
any other term of the options granted to non-employee Directors. 
All options granted to non-employee Directors will be non-qualified
stock options.  The per share purchase price of Stock which may be
acquired pursuant to a non-employee Director option shall be 100%
of the fair market value of one share of Stock on the date the
option is granted.  For purposes of establishing the fair market
value of Stock on any day for non-employee Director options, such
value shall be the average of the highest and lowest sales prices
per share of the Stock as reported in the NYSE-Composite
Transactions in The Wall Street Journal for such date.  However, if
the NYSE is not open for trading on a given day, the fair market
value will be the average of the highest and lowest sales prices
per share on the next succeeding business day.

        Each option granted to a non-employee Director will vest and
shall be fully exercisable beginning six months from the date the
option was granted.  Each such option will expire ten years and one
day from the date of the grant.  However, if a non-employee
Director ceases to be a Director of Household, outstanding vested
options are exercisable as follows:

                (i)  in the event service on the Board of Directors
        terminates due to permanent and total disability, outstanding
        options may be exercised within twelve months following the
        date such service terminates or prior to the expiration of the
        outstanding options, whichever period is shorter;

                (ii) if a non-employee Director dies, whether during
        service as a Director of Household or after such service,
        outstanding options may be exercised by the executor,
        administrator, or other personal representative of such
        Director within twelve months after the Director's death or
        prior to the expiration of the outstanding options, whichever
        period is longer;

                (iii)  in the event a non-employee Director's service on
        the Board of Directors terminates because such Director has
        reached the mandatory retirement age of 70 (or age 72 if a
        Director was serving on the Board as of January 1, 1989) or if
        a non-employee Director retires from the Board prior to
        reaching the mandatory retirement age but after having served
        on the Board of Directors continuously for at least fifteen
        years, outstanding options may be exercised at any time prior
        to the expiration of the outstanding options; and

                (iv) in the event service on the Board of Directors
        terminates other than as set forth in subsections (i), (ii) or
        (iii) above, outstanding options may be exercised within three
        months following the date such service terminates or prior to<PAGE>
<PAGE> 8
        the expiration of the outstanding options, whichever period is
        shorter.

        Payment for shares purchased upon exercise of a non-employee
Director option shall be made in cash, in shares of Stock valued at
the then fair market value of such shares or by a combination of
cash and shares of Stock.  Any shares of Stock surrendered in full
or partial payment of the exercise price of an option must have
been held by such Director at least six months prior to the date
such shares are surrendered.  A non-employee Director may also
satisfy, in whole or in part, income tax obligations incurred in
connection with the exercise of an option by (i) electing to have
Household withhold shares of Stock (otherwise deliverable to the
Director in connection with the exercise of an option) in payment
for such income tax obligation or (ii) by delivering shares of
Stock owned by such Director in payment for such income tax
obligation.  Any shares of Stock surrendered in full or partial
payment of income tax obligations must have been held by such
Director at least six months prior to the date such shares are
surrendered.  Non-employee Director options are not transferable
other than by will and the laws of descent and distribution.

Forfeiture

        If it is determined that an employee or former employee, while
employed by Household or any subsidiary or otherwise associated
with Household or any subsidiary as a consultant, advisor or in
another similar capacity, engaged at any time in any activity in
competition with any activity of Household or any subsidiary or
harmful to the interests of Household or any subsidiary including,
but not limited to:  (i) conduct related to the participant's
position for which either criminal or civil penalties against the
participant may be sought, (ii) violation of Household policies,
notwithstanding Household's decision or inability to, or not to,
terminate the participant for such violation, (iii) accepting
employment with or serving as a consultant, advisor or in any other
capacity to an employer that is in competition with or acting
against the interests of Household or any subsidiary, including
employing or recruiting any present employee of Household or any
subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning Household or any
subsidiary, or (v) participating in a hostile takeover attempt of
Household, then the Compensation Committee, in its sole discretion,
may cancel any unexpired or unpaid award at any time. 

Change-in-Control

        In order to protect participants in the Incentive Plan in the
event (i) any person becomes the beneficial owner, directly or
indirectly, of Stock representing ten percent (10%) or more of the
total voting power of Household's then outstanding Stock, (ii) a
tender offer is made for thirty percent (30%) or more of the
outstanding Stock, which tender offer has not been approved by the
Board of Directors of Household, or (iii) a solicitation subject to
Rule 14a-11 under the Exchange Act (or any successor Rule) relating
to the election or removal of 50% or more of the Board of Directors
is made by any person other than Household or less than 50% of the
members of the Household Board of Directors are "Continuing
Directors" (as defined below) (each of (i), (ii) or (iii) being
deemed a "Change-in-Control"), then (a) all outstanding options
will immediately vest and will become fully exercisable and (b) the
Compensation Committee, in its sole discretion, may: 

                (i)  accelerate the time period for exercising or
        realizing any award under the Incentive Plan, notwithstanding
        any minimum holding or restricted period set forth in the
        Incentive Plan or the applicable Grant;

                (ii)  provide for the purchase by Household of all awards
        outstanding under the Incentive Plan in cash equal to the
        amount that could have been received upon exercise or
        realization of such awards had the awards been currently
        exercisable or payable;

                (iii)  make such adjustments to awards granted under the
        Incentive Plan, including the granting of additional awards,
        as deemed appropriate; and
<PAGE>
<PAGE> 9
                (iv)  cause all outstanding awards under the Incentive
        Plan to be assumed, or new rights of equal value to be
        substituted therefor, by any successor to Household.

        For purposes of the Incentive Plan, a "Continuing Director"
means a Director of Household who either (i) was a Director on May
8, 1996, or (ii) is an individual whose election, or nomination for
election, was approved by at least two-thirds of the Directors then
in office who are continuing in office (other than a Director whose
initial assumption of office is in connection with an election
contest or threatened election contest relating to the election of
Directors of Household which would be subject to Rule 14a-11 of the
Exchange Act).

        In addition, if any participant in the Incentive Plan has
his/her position materially changed (as defined in the Incentive
Plan) within twenty-four months after a Change-in-Control, said
participant shall be deemed to be involuntarily terminated without
cause from Household and shall be entitled to exercise or receive
payment for outstanding awards under the Incentive Plan previously
granted to him/her in accordance with the terms of the Incentive
Plan.


       FEDERAL INCOME TAX CONSEQUENCES OF THE INCENTIVE PLAN

        Under present federal income tax laws, awards of Stock under
the Incentive Plan will have the following tax consequences:

        Generally, the recipient of a non-statutory stock option under
the Incentive Plan will realize no income for federal income tax
purposes upon the grant of such stock option.  However, at the time
the participant exercises a non-statutory stock option, he/she will
realize income, taxable as personal service income, to the extent
that the fair market value of the shares acquired pursuant to the
option, as of the exercise date, exceeds the stock option price. 
Household will be entitled to a corresponding deduction for federal
income tax purposes in the year in which the stock option is
exercised.  The fair market value of the shares of Stock acquired
pursuant to the option on the exercise date will be the cost basis
for such shares to the employee.  The employee will be required to
provide funds to Household to cover the necessary withholding of
taxes.

        In lieu of providing cash to Household to pay withholding tax
liability upon exercises of stock options, an employee may
authorize Household to withhold shares to be issued pursuant to the
option exercise in payment for such tax liability.  Alternatively,
an employee can tender Stock owned by him/her prior to the exercise
of the option in payment of the tax withholding amount due;
however, use of such shares may result in the recognition of gain
or loss to the employee for tax purposes on such shares delivered
to Household to satisfy the employee's tax liability.  Shares
withheld or otherwise delivered to Household in payment for
withholding tax liabilities will be valued at their fair market
value as of the date on which the amount of tax to be withheld is
determined.  Elections to have shares withheld to satisfy
withholding tax obligations are irrevocable.

        If an employee is awarded an RSR, the grant of such award is
not taxable for federal income tax purposes at the time of grant to
the employee.  However, at the time he/she receives payment for  an
RSR, the employee will realize income, taxable as personal service
income, to the extent of the cash or fair market value of the
property received.  Household will be entitled to a corresponding
deduction for federal income tax purposes in the year in which such
award is exercised or such payment is received.  The employee will
be required to provide funds to Household covering the necessary
withholding taxes.


                 OTHER IMPORTANT INFORMATION

        The following information applies to the Incentive Plan:

        The Incentive Plan is not qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended, and is not subject
to any of the provisions of the Employee Retirement Income Security
Act of 1974, as amended.<PAGE>
<PAGE> 10
        Stock acquired as a result of options granted pursuant to the
Incentive Plan may be acquired from Household.  Household shall not
charge any fee, commission or other charge for any of the costs or
expenses incurred in issuing such Stock.  All payments for Stock to
be purchased pursuant to the Incentive Plan shall be made to
Household prior to said Stock's issuance.  Other than the Grant
pursuant to the Incentive Plan, Household is not required to
provide any report to any participant on a regular basis detailing
said participant's interest in the Incentive Plan.

        In certain instances special rules with respect to the
purchase or sale of Stock and tax withholding will apply to holders
of stock options who are subject to Section 16(b) of the Exchange
Act (the "Section 16 Persons").  Prior to the exercise of any stock
option granted pursuant to the Incentive Plan, the Section 16
Person should consult with the Section 16 Compliance Coordinators
in the Office of the Secretary of Household.

        There are generally no restrictions on resale of the Stock
acquired pursuant to the Incentive Plan except for persons who are
deemed to be "affiliates" of the Corporation or Section 16 Persons. 
An affiliate may resell the securities acquired under the Incentive
Plan either pursuant to a registration statement or pursuant to
Rule 144 or another applicable exemption under the Securities Act
of 1933, as amended (the "Securities Act").  For purposes of
reselling, an affiliate is 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 Exchange Act, any profit realized by a Section 16
Person of Household through the purchase and sale or any sale and
purchase of any equity security of Household within a period of six
months may be recoverable by Household regardless of the intention
of said person entering into the transaction.  For purposes of
Section 16 of the Exchange Act, the exercise of a stock option is
not a purchase.  Provided the Section 16 Person has held the option
for at least six months, any sale of the Stock acquired pursuant to
the exercise of that option will not be matched against the option
price.  However, such a sale will be matched against any other
purchase (except for additional grants of options pursuant to the
Incentive Plan) of Stock six months prior to and six months after
the date of said sale.  If an employee believes that he or she may
be an affiliate of Household, or subject to the provisions of
Section 16 of the Exchange Act, an attorney should be consulted to
determine what steps should be taken to accomplish any such resale
under the federal securities laws.

        In case of corporate changes affecting the Stock, the
Incentive Plan, or awards granted thereunder, the Board of
Directors of Household or an authorized committee may make
appropriate adjustments to such awards in order to prevent dilution
or enlargement of rights and in the aggregate number or remaining
number of shares which may be issued under the Incentive Plan (if
any) to reflect any change or changes affecting the Stock of the
Corporation, such as stock dividends, stock splits, or similar
changes.  

        The Board of Directors or the Compensation Committee of
Household may from time to time amend the Incentive Plan or awards
granted thereunder except that the Board or Compensation Committee
may not, without stockholder approval, change the option price of
any option or increase the number of shares of Stock under the
Incentive Plan (except as permitted pursuant to the preceding
paragraph) or make any other amendment which is required by law to
be approved by Household's stockholders.  The Incentive Plan will
expire on May 8, 2006.  The Board may terminate the Incentive Plan
at any time by resolution, but such resolution shall not affect
awards previously granted under the Incentive Plan.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

        (a) The Corporation's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act which
contains, either directly or by incorporation by reference, audited
financial statements for the Corporation's latest fiscal year for
which such statements have been filed.<PAGE>
<PAGE> 11
        (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus incorporated pursuant to (a) above.

        (c) The Corporation's definitive proxy statement or
information statement, if any, filed pursuant to Section 14 of the
Exchange Act in connection with the latest annual meeting of its
shareholders, and any definitive proxy or information statements so
filed in connection with any subsequent special meetings of its
shareholders.

        (d) The description of any class of securities to be offered
herein which is contained in any registration statement filed under
Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.

        All reports and other documents subsequently filed by the
Corporation pursuant to Sections 13, 14 and 15(d) of the Exchange
Act, 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.

                         LEGAL OPINIONS

        The validity of the Stock to be issued pursuant to the
Incentive Plan will be passed upon by John W. Blenke, Vice
President-Corporate Law and Assistant Secretary of Household.  As
of the date of this Prospectus, Mr. Blenke is a full-time employee
and an officer of the Corporation, a participant in the Incentive
Plan, and owns Stock, and holds employee stock options to purchase
shares of Stock.

                             EXPERTS

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


                              PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference.

The information set forth under "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 fiduciary duty as a director,
except in the case where the director breached his 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<PAGE>
<PAGE> 12
or obtained in improper personal benefit.  Household International,
Inc.'s (the "Corporation") Restated Certificate of Incorporation,
as amended, contains a provision which eliminates directors'
personal liability as set forth above.

The General Corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such
directors 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 the Delaware
corporation 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 stockholders or otherwise.

The Corporation'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 the
Corporation and also to persons who are serving at the request of
the Corporation 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.

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


Item 7.  Exemption from Registration Claimed.

Not Applicable.


Item 8.  Exhibits.

 4.1            Form of certificate for shares of Common Stock of the
                Corporation.  (Incorporated herein by reference to
                Exhibit 4(a) of Household International, Inc.'s
                registration statement on Form S-3, No. 33-39327).

 
 4.2            Household International 1996 Long-Term Executive Incentive
                Compensation Plan.

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

23.1            Consent of Arthur Andersen LLP, Certified Public
                Accountants.

23.2            Consent of John W. Blenke, Esq., Vice President-Corporate
                Law and Assistant Secretary of Household International,
                Inc. is contained in his opinion (Exhibit 5).


Item 9.  Undertakings.

The Corporation 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
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (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<PAGE>
<PAGE> 13
such information in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Act") if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.

        (2) That, for purposes of determining any liability under the
Act, 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.

        (4) That, for purposes of determining any liability under the
Act, each filing of the Corporation's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, 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 shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of
the Corporation pursuant to the provisions set forth or described
in Item 6 of this Registration Statement, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is
asserted against the Corporation by such director, officer or
controlling person, in connection with the securities registered
hereby, the Corporation will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 14
                           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,
and State of Illinois, on the 14th day of May, 1996.

                                  HOUSEHOLD INTERNATIONAL, INC.

                                   By   /s/ William F. Aldinger    
                                        William F. Aldinger
                                        Chairman and
                                        Chief Executive Officer

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

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the 14th day of May, 1996.

                Signature                        Title

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

   /s/ Robert J. Darnall                Director
       (Robert J. Darnall)

   /s/ Gary G. Dillon                   Director
       (Gary G. Dillon)

   /s/ John A. Edwardson                Director
       (John A. Edwardson)

   /s/ Mary Johnston Evans              Director
       (Mary Johnston Evans)

   /s/ Dudley Fishburn, M.P.            Director
       (Dudley Fishburn, M.P.)

   /s/ Cyrus F. Freidheim, Jr.          Director
       (Cyrus F. Freidheim, Jr.)

   /s/ Louis E. Levy                    Director
       (Louis E. Levy)

   /s/ George A. Lorch                  Director
       (George A. Lorch)

   /s/ John D. Nichols                  Director
       (John D. Nichols)

   /s/ James B. Pitblado                Director
       (James B. Pitblado)

   /s/ S. Jay Stewart                   Director
       (S. Jay Stewart)

   /s/ Louis W. Sullivan, M.D.          Director
       (Louis W. Sullivan, M.D.)

   /s/ Raymond C. Tower                 Director
       (Raymond C. Tower)<PAGE>
<PAGE> 15
   /s/ David A. Schoenholz              Executive Vice President-Chief
       (David A. Schoenholz)            Financial Officer (as
                                        Principal Accounting and
                                        Financial Officer)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48711}]
{"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": "333-03673", "film-number": "96563222"}, "business-address": {"street1": "2700 SANDERS RD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070", "phone": "8475645000"}, "mail-address": {"street1": "2700 SANDERS ROAD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070"}}
Registration No. 333-  
                                                                  
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                                   
                            Form S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                                                   
                  HOUSEHOLD INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)

             Delaware                               36-3121988
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification 
                                                          No.)
      2700 Sanders Road, Prospect Heights, Illinois  60070
      (Address of Principal Executive Offices)  (Zip Code)

           HOUSEHOLD INTERNATIONAL LONG TERM EXECUTIVE
                   INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)
                                             
                       PATRICK D. SCHWARTZ
          Associate General Counsel - Corporate Finance
                  Household International, Inc.
      2700 Sanders Road, Prospect Heights, Illinois  60070
             (Name and address of agent for service)
                          847-564-6301
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of                          Proposed           Proposed
securities          Amount          maximum           maximum            Amount of
  to be              to be       offering price      aggregate         registration
registered        registered     per interest       offering price         fee
share
- ----------        ----------     --------------     --------------     ------------
Household         4,000,000        $67.4375          $269,750,000       $93,017.25
International,
Inc. Common
Stock, $1 par
value...
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and
(h) on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock
Exchange on May 9, 1996.
/TABLE
2

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also covers securities registered
pursuant to Registration Statement No. 33-45454.

                      Household International, Inc.

                          CROSS REFERENCE SHEET

                                    to
                     Form S-8 Registration Statement

                                           Caption or Location
Item in Form S-8                              in Prospectus

1. Plan Information                        Cover Page
                                           Introductory Statement
                                           1996 Long-Term Executive
                                             Incentive Compensation
                                             Plan
                                           Federal Income Tax 
                                             Consequences of the
                                             Plan
                                           Other Important
                                             Information

2.  Registrant Information and             Introductory Statement
     Employee Plan Annual                  Available Information
     Information
3
Prospectus

                   HOUSEHOLD INTERNATIONAL, INC.

                            Common Stock

                            $1 Par Value
                          _______________

Pursuant to the Household International 1996 Long-Term Executive
Incentive Compensation Plan (the "Incentive Plan"), shares of
Common Stock ($1 par value) of Household International, Inc. (the
"Stock") or options therefore may be awarded from time to time.  As
of the date of this Prospectus, 4,806,537 shares of Stock are
available for issuance under the Incentive Plan.

The Stock is listed on the New York and Chicago Stock Exchanges. 
The trading symbol of the Stock is "HI".

                          _______________

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 PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                          _______________

            The date of this Prospectus is May 14, 1996
4
                        TABLE OF CONTENTS
                                                        Page

Introductory Statement ................................... 2      
Available Information .................................... 2
1996 Long-Term Executive Incentive Compensation Plan...... 3
Federal Income Tax Consequences of the Incentive Plan.....10 
Other Important Information ..............................11   
Incorporation of Certain Documents by Reference ..........13 
Legal Opinions ...........................................13 
Experts ..................................................14 

                     INTRODUCTORY STATEMENT

        In this Prospectus, Household International, Inc. is referred
to as "Household" or the "Corporation".  The address of Household's
principal executive office is 2700 Sanders Road, Prospect Heights,
Illinois 60070 (Telephone:  847-564-5000).  A copy of the
Corporation's latest Annual Report to Shareholders will be
delivered to all employees who have not previously received a copy
and have been granted stock options or other awards under the
Incentive Plan.  The Corporation will promptly send, without
charge, an additional Annual Report and/or a copy of the Incentive
Plan in effect to any employee at his or her request.

        Additional updating information with respect to the securities
and the Plan covered herein may be provided in the future to plan 
participants by means of appendices to this Prospectus.

                     AVAILABLE INFORMATION

        Household is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission"). 
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661; and Seven World
Trade Center, New York, New York 10048.  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 information 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 on which the Stock and
certain other securities of the Corporation are listed.

        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) and
such additional information pertaining to the Incentive Plan and
its administration, as desired.  See "Introductory Statement" and
"Incorporation of Certain Documents by Reference".  Requests should
be directed to:  Household International, Inc., 2700 Sanders Road,
Prospect Heights, IL 60070, Attention:  Office of the Secretary
(Telephone:  847-564-6989).

       1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN

General

        The Incentive Plan was approved by the shareholders of
Household on May 8, 1996, on the recommendation of Household's
Board of Directors.  The purpose of the Incentive Plan is to
further the long-term growth of Household by strengthening its
ability to attract and retain employees of outstanding ability, to
provide an effective means for employees to acquire and maintain
ownership of Household Stock, to motivate such employees to achieve
long-range performance goals and objectives, and to provide
incentive compensation opportunities competitive with those of
other major corporations.  Selected employees of Household and its
5
subsidiaries may be chosen to receive awards under the Incentive
Plan.  In addition, the Incentive Plan provides for the issuance of
options to purchase Household Stock to non-employee Directors of
Household in order to facilitate ownership and to more fully align
the interests of Household's Directors with that of its
stockholders.

        The Incentive Plan is administered by the Compensation
Committee of the Board of Directors.  The Compensation Committee
determines which employees will receive awards and the amounts,
types, terms and restrictions of such awards, and is also
authorized to interpret the Incentive Plan, to establish rules and
regulations thereunder, and to make all other determinations
necessary or advisable for administering the Incentive Plan. 
Committee members hold their position at the discretion of the
Board.  The address of the Compensation Committee is 2700 Sanders
Road, Prospect Heights, Illinois 60070.

        The Compensation Committee may grant any type of award
permitted under the terms of the Incentive Plan, which at the
present time includes stock options and Restricted Stock Rights. 
The specific terms of any award, including vesting provisions, if
any, shall be determined by the Compensation Committee and set
forth in the notice and the agreement for such award (the "Grant"),
which Grant shall constitute a part of this Prospectus.  As of the
date of this Prospectus, Household may issue up to 4,806,537 shares
(including 806,537 shares remaining under the Household
International Long-Term Executive Incentive Compensation Plan
approved by the shareholders in May 1984 and amended thereafter,
(the "1984 Plan") of its Stock pursuant to the Incentive Plan,
which may consist of either authorized and unissued shares,
treasury shares or stock purchased by Household, or an agent
thereof, in the open market.  If any award granted under the
Incentive Plan or the 1984 Plan terminates or lapses for any
reason, any shares of Stock subject to such award will again be
available for grant under the Incentive Plan.  The maximum number
of shares or share equivalents that may be granted to any one
participant in one year is 400,000 shares.

        Stock options and other awards issued under the Incentive Plan
may be adjusted due to changes in the capital structure of
Household (including, stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, or
other changes in capitalization).  Such adjustments may include
changes to the price, number and kind of shares of stock or other
consideration subject to an award, so as to prevent dilution or
enlargement of rights under the award.

Employee Options 

        Under the Incentive Plan, the Compensation Committee may grant
employees any type of option to purchase shares of Stock that is
permitted by law at the time of grant.  No option will be
exercisable less than one year nor more than ten years and one day
from the date of grant; provided, however, the Compensation
Committee may extend the expiration date of an option to no more
than 15 years from the date of the grant.  The option price per
share will not be less than the fair market value of one share of
Stock on the date of grant.  Options previously granted under the
1984 Plan are exercisable at the rate of 25% of the shares under
option on or after each of the first, second, third, and fourth
anniversaries of the date of grant, on a cumulative basis, and must
generally be exercised in units of at least 25 shares.  It is
expected the same vesting schedule will be utilized for grants
under the Incentive Plan.  

        At the Compensation Committee's discretion, Household will pay
or credit to a participant's account an amount of cash (or
additional shares or share equivalents of Stock based upon the then
fair market value of the Stock) equal to the cash dividends
declared on Stock for each share of Stock subject to an option
award.  The Committee may, in its discretion, adopt rules
permitting employees to satisfy all or part of the tax withholding
obligations in connection with an award by electing to have
Household withhold shares otherwise deliverable to the employee or
by delivering shares previously owned by such employee for at least
six months.  Payment for shares purchased through options may be
made in cash or, at the discretion of the Compensation Committee,
6
in shares of Stock valued at the then fair market value of such
shares or a combination of cash and Stock.  Any shares of Stock
surrendered by an employee in full or partial payment of the
exercise price of an option must have been held by the employee at
least six months prior to the date such shares are surrendered in
payment.

        As of the date of this Prospectus, options issued under the
Incentive Plan may be exercised only by the employee and may not be
transferred except by will or the laws of descent and distribution. 
However, if Exchange Act rules no longer restrict transferability
and the Compensation Committee establishes rules for transfer of
employee options, the Office of the Secretary will notify affected
participants of the terms under which an award may be transferred. 
Upon termination of employment by Household and its subsidiaries,
all rights under the Incentive Plan terminate except as follows, or
as otherwise reflected in the Grant:

                (i) in the event of termination of employment (a) as a
        result of a material change in the employee position following
        a Change-in-Control as described herein under "Change-in-
        Control", or (b) and the employee is retirement-eligible under
        the terms of a pension plan of Household or a subsidiary, the
        option may be exercised within five years of the date of
        termination of employment or as otherwise provided in the
        Grant;

                (ii) in the event of termination of employment due to
        permanent and total disability of the holder and the employee
        is not retirement-eligible under the terms of a pension plan
        of Household or a subsidiary, the option may be exercised
        within twelve months following the date of such termination of
        employment or as otherwise provided in the Grant;

                (iii) in the event of death during employment, the option
        may be exercised by the executor, administrator, or other
        personal representative of the holder within five years
        succeeding death if such holder was retirement-eligible under
        the terms of a pension plan of Household or a subsidiary, or
        twelve months if such holder was not retirement-eligible under
        the terms of a pension plan of Household or a subsidiary or as
        otherwise provided in the Grant;

                (iv) except in the event of termination of employment for
        cause, following termination of employment other than as set
        forth in (i), (ii) or (iii) above, the option may be exercised
        within three months following the date of termination, or
        prior to the expiration of the option, whichever period is
        shorter; and

                (v) in the event of death of the employee following
        termination of employment, the option may be exercised by the
        executor, administrator, or other personal representative of
        the holder, notwithstanding the time period specified in (i),
        (ii), (iii) or (iv) above, within a) twelve months following
        death or b) the remainder of the period in which the employee
        was entitled to exercise the option, whichever period is
        longer.

In all such cases, however, the option may not be exercised after
the expiration of the original term of such option and, except as
previously noted, may only be exercised to the extent it was
exercisable on the date of termination of employment.  Also, if the
Compensation Committee determines that the termination is for
cause, the option will not under any circumstances be exercisable
following termination of employment.

Restricted Stock Rights

        The Incentive Plan also authorizes the Compensation Committee
to grant Restricted Stock Rights ("RSRs").  RSRs entitle an
employee to receive a stated number of shares of Stock if the
employee remains continuously employed by Household for the time
period (the "restricted period") specified by the Compensation
Committee.  However, the Compensation Committee in its sole
discretion may specify other restrictions to be satisfied for
shares of Stock to be issued pursuant to a RSR, or accelerate the
payment of Stock prior to the termination of the restricted period
7
if the holder of the RSR achieves certain performance levels
established at the time the RSR is granted by the Compensation
Committee.  The Committee may revise such performance levels as it
deems appropriate to reflect significant, unforeseen events or
changes.  A holder of RSRs will not be entitled to any of the
rights of a holder of Stock prior to the payment of such shares;
however, at the discretion of the Compensation Committee, Household
will pay or credit to a participant's account an amount in cash (or
additional shares or share equivalents of Stock based upon the then
fair market value of the Stock) equal to the cash dividends
declared on Stock for each share of Stock subject to an RSR.  RSR's
are not transferable except by will or the laws of descent or
distribution.  In the event of termination of employment due to
death or permanent and total disability or as a result of a
material change in the employee's position following a Change-in-
Control as described herein under "Change-in-Control", the holder
of the RSR or his estate will be entitled to receive the number of
shares subject to the RSR prorated on the basis of the number of
full months elapsed in the restricted period.

Non-Employee Director Options

        Under the Incentive Plan each non-employee director will be
granted an option for 1,500 shares of Stock on the date of each
Annual Meeting of Stockholders at which such Director is elected to
the Board of Directors, beginning with the 1997 Annual Meeting of
Stockholders.  The Committee will have no discretion to select
which non-employee Directors will be granted options or to
determine the number of option shares, price, vesting schedule or
any other term of the options granted to non-employee Directors. 
All options granted to non-employee Directors will be non-qualified
stock options.  The per share purchase price of Stock which may be
acquired pursuant to a non-employee Director option shall be 100%
of the fair market value of one share of Stock on the date the
option is granted.  For purposes of establishing the fair market
value of Stock on any day for non-employee Director options, such
value shall be the average of the highest and lowest sales prices
per share of the Stock as reported in the NYSE-Composite
Transactions in The Wall Street Journal for such date.  However, if
the NYSE is not open for trading on a given day, the fair market
value will be the average of the highest and lowest sales prices
per share on the next succeeding business day.

        Each option granted to a non-employee Director will vest and
shall be fully exercisable beginning six months from the date the
option was granted.  Each such option will expire ten years and one
day from the date of the grant.  However, if a non-employee
Director ceases to be a Director of Household, outstanding vested
options are exercisable as follows:

                (i)  in the event service on the Board of Directors
        terminates due to permanent and total disability, outstanding
        options may be exercised within twelve months following the
        date such service terminates or prior to the expiration of the
        outstanding options, whichever period is shorter;

                (ii) if a non-employee Director dies, whether during
        service as a Director of Household or after such service,
        outstanding options may be exercised by the executor,
        administrator, or other personal representative of such
        Director within twelve months after the Director's death or
        prior to the expiration of the outstanding options, whichever
        period is longer;

                (iii)  in the event a non-employee Director's service on
        the Board of Directors terminates because such Director has
        reached the mandatory retirement age of 70 (or age 72 if a
        Director was serving on the Board as of January 1, 1989) or if
        a non-employee Director retires from the Board prior to
        reaching the mandatory retirement age but after having served
        on the Board of Directors continuously for at least fifteen
        years, outstanding options may be exercised at any time prior
        to the expiration of the outstanding options; and

                (iv) in the event service on the Board of Directors
        terminates other than as set forth in subsections (i), (ii) or
        (iii) above, outstanding options may be exercised within three
        months following the date such service terminates or prior to
8
        the expiration of the outstanding options, whichever period is
        shorter.

        Payment for shares purchased upon exercise of a non-employee
Director option shall be made in cash, in shares of Stock valued at
the then fair market value of such shares or by a combination of
cash and shares of Stock.  Any shares of Stock surrendered in full
or partial payment of the exercise price of an option must have
been held by such Director at least six months prior to the date
such shares are surrendered.  A non-employee Director may also
satisfy, in whole or in part, income tax obligations incurred in
connection with the exercise of an option by (i) electing to have
Household withhold shares of Stock (otherwise deliverable to the
Director in connection with the exercise of an option) in payment
for such income tax obligation or (ii) by delivering shares of
Stock owned by such Director in payment for such income tax
obligation.  Any shares of Stock surrendered in full or partial
payment of income tax obligations must have been held by such
Director at least six months prior to the date such shares are
surrendered.  Non-employee Director options are not transferable
other than by will and the laws of descent and distribution.

Forfeiture

        If it is determined that an employee or former employee, while
employed by Household or any subsidiary or otherwise associated
with Household or any subsidiary as a consultant, advisor or in
another similar capacity, engaged at any time in any activity in
competition with any activity of Household or any subsidiary or
harmful to the interests of Household or any subsidiary including,
but not limited to:  (i) conduct related to the participant's
position for which either criminal or civil penalties against the
participant may be sought, (ii) violation of Household policies,
notwithstanding Household's decision or inability to, or not to,
terminate the participant for such violation, (iii) accepting
employment with or serving as a consultant, advisor or in any other
capacity to an employer that is in competition with or acting
against the interests of Household or any subsidiary, including
employing or recruiting any present employee of Household or any
subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning Household or any
subsidiary, or (v) participating in a hostile takeover attempt of
Household, then the Compensation Committee, in its sole discretion,
may cancel any unexpired or unpaid award at any time. 

Change-in-Control

        In order to protect participants in the Incentive Plan in the
event (i) any person becomes the beneficial owner, directly or
indirectly, of Stock representing ten percent (10%) or more of the
total voting power of Household's then outstanding Stock, (ii) a
tender offer is made for thirty percent (30%) or more of the
outstanding Stock, which tender offer has not been approved by the
Board of Directors of Household, or (iii) a solicitation subject to
Rule 14a-11 under the Exchange Act (or any successor Rule) relating
to the election or removal of 50% or more of the Board of Directors
is made by any person other than Household or less than 50% of the
members of the Household Board of Directors are "Continuing
Directors" (as defined below) (each of (i), (ii) or (iii) being
deemed a "Change-in-Control"), then (a) all outstanding options
will immediately vest and will become fully exercisable and (b) the
Compensation Committee, in its sole discretion, may: 

                (i)  accelerate the time period for exercising or
        realizing any award under the Incentive Plan, notwithstanding
        any minimum holding or restricted period set forth in the
        Incentive Plan or the applicable Grant;

                (ii)  provide for the purchase by Household of all awards
        outstanding under the Incentive Plan in cash equal to the
        amount that could have been received upon exercise or
        realization of such awards had the awards been currently
        exercisable or payable;

                (iii)  make such adjustments to awards granted under the
        Incentive Plan, including the granting of additional awards,
        as deemed appropriate; and
9
                (iv)  cause all outstanding awards under the Incentive
        Plan to be assumed, or new rights of equal value to be
        substituted therefor, by any successor to Household.

        For purposes of the Incentive Plan, a "Continuing Director"
means a Director of Household who either (i) was a Director on May
8, 1996, or (ii) is an individual whose election, or nomination for
election, was approved by at least two-thirds of the Directors then
in office who are continuing in office (other than a Director whose
initial assumption of office is in connection with an election
contest or threatened election contest relating to the election of
Directors of Household which would be subject to Rule 14a-11 of the
Exchange Act).

        In addition, if any participant in the Incentive Plan has
his/her position materially changed (as defined in the Incentive
Plan) within twenty-four months after a Change-in-Control, said
participant shall be deemed to be involuntarily terminated without
cause from Household and shall be entitled to exercise or receive
payment for outstanding awards under the Incentive Plan previously
granted to him/her in accordance with the terms of the Incentive
Plan.

       FEDERAL INCOME TAX CONSEQUENCES OF THE INCENTIVE PLAN

        Under present federal income tax laws, awards of Stock under
the Incentive Plan will have the following tax consequences:

        Generally, the recipient of a non-statutory stock option under
the Incentive Plan will realize no income for federal income tax
purposes upon the grant of such stock option.  However, at the time
the participant exercises a non-statutory stock option, he/she will
realize income, taxable as personal service income, to the extent
that the fair market value of the shares acquired pursuant to the
option, as of the exercise date, exceeds the stock option price. 
Household will be entitled to a corresponding deduction for federal
income tax purposes in the year in which the stock option is
exercised.  The fair market value of the shares of Stock acquired
pursuant to the option on the exercise date will be the cost basis
for such shares to the employee.  The employee will be required to
provide funds to Household to cover the necessary withholding of
taxes.

        In lieu of providing cash to Household to pay withholding tax
liability upon exercises of stock options, an employee may
authorize Household to withhold shares to be issued pursuant to the
option exercise in payment for such tax liability.  Alternatively,
an employee can tender Stock owned by him/her prior to the exercise
of the option in payment of the tax withholding amount due;
however, use of such shares may result in the recognition of gain
or loss to the employee for tax purposes on such shares delivered
to Household to satisfy the employee's tax liability.  Shares
withheld or otherwise delivered to Household in payment for
withholding tax liabilities will be valued at their fair market
value as of the date on which the amount of tax to be withheld is
determined.  Elections to have shares withheld to satisfy
withholding tax obligations are irrevocable.

        If an employee is awarded an RSR, the grant of such award is
not taxable for federal income tax purposes at the time of grant to
the employee.  However, at the time he/she receives payment for  an
RSR, the employee will realize income, taxable as personal service
income, to the extent of the cash or fair market value of the
property received.  Household will be entitled to a corresponding
deduction for federal income tax purposes in the year in which such
award is exercised or such payment is received.  The employee will
be required to provide funds to Household covering the necessary
withholding taxes.

                 OTHER IMPORTANT INFORMATION

        The following information applies to the Incentive Plan:

        The Incentive Plan is not qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended, and is not subject
to any of the provisions of the Employee Retirement Income Security
Act of 1974, as amended.
10
        Stock acquired as a result of options granted pursuant to the
Incentive Plan may be acquired from Household.  Household shall not
charge any fee, commission or other charge for any of the costs or
expenses incurred in issuing such Stock.  All payments for Stock to
be purchased pursuant to the Incentive Plan shall be made to
Household prior to said Stock's issuance.  Other than the Grant
pursuant to the Incentive Plan, Household is not required to
provide any report to any participant on a regular basis detailing
said participant's interest in the Incentive Plan.

        In certain instances special rules with respect to the
purchase or sale of Stock and tax withholding will apply to holders
of stock options who are subject to Section 16(b) of the Exchange
Act (the "Section 16 Persons").  Prior to the exercise of any stock
option granted pursuant to the Incentive Plan, the Section 16
Person should consult with the Section 16 Compliance Coordinators
in the Office of the Secretary of Household.

        There are generally no restrictions on resale of the Stock
acquired pursuant to the Incentive Plan except for persons who are
deemed to be "affiliates" of the Corporation or Section 16 Persons. 
An affiliate may resell the securities acquired under the Incentive
Plan either pursuant to a registration statement or pursuant to
Rule 144 or another applicable exemption under the Securities Act
of 1933, as amended (the "Securities Act").  For purposes of
reselling, an affiliate is 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 Exchange Act, any profit realized by a Section 16
Person of Household through the purchase and sale or any sale and
purchase of any equity security of Household within a period of six
months may be recoverable by Household regardless of the intention
of said person entering into the transaction.  For purposes of
Section 16 of the Exchange Act, the exercise of a stock option is
not a purchase.  Provided the Section 16 Person has held the option
for at least six months, any sale of the Stock acquired pursuant to
the exercise of that option will not be matched against the option
price.  However, such a sale will be matched against any other
purchase (except for additional grants of options pursuant to the
Incentive Plan) of Stock six months prior to and six months after
the date of said sale.  If an employee believes that he or she may
be an affiliate of Household, or subject to the provisions of
Section 16 of the Exchange Act, an attorney should be consulted to
determine what steps should be taken to accomplish any such resale
under the federal securities laws.

        In case of corporate changes affecting the Stock, the
Incentive Plan, or awards granted thereunder, the Board of
Directors of Household or an authorized committee may make
appropriate adjustments to such awards in order to prevent dilution
or enlargement of rights and in the aggregate number or remaining
number of shares which may be issued under the Incentive Plan (if
any) to reflect any change or changes affecting the Stock of the
Corporation, such as stock dividends, stock splits, or similar
changes.  

        The Board of Directors or the Compensation Committee of
Household may from time to time amend the Incentive Plan or awards
granted thereunder except that the Board or Compensation Committee
may not, without stockholder approval, change the option price of
any option or increase the number of shares of Stock under the
Incentive Plan (except as permitted pursuant to the preceding
paragraph) or make any other amendment which is required by law to
be approved by Household's stockholders.  The Incentive Plan will
expire on May 8, 2006.  The Board may terminate the Incentive Plan
at any time by resolution, but such resolution shall not affect
awards previously granted under the Incentive Plan.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

        (a) The Corporation's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act which
contains, either directly or by incorporation by reference, audited
financial statements for the Corporation's latest fiscal year for
which such statements have been filed.
11
        (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus incorporated pursuant to (a) above.

        (c) The Corporation's definitive proxy statement or
information statement, if any, filed pursuant to Section 14 of the
Exchange Act in connection with the latest annual meeting of its
shareholders, and any definitive proxy or information statements so
filed in connection with any subsequent special meetings of its
shareholders.

        (d) The description of any class of securities to be offered
herein which is contained in any registration statement filed under
Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.

        All reports and other documents subsequently filed by the
Corporation pursuant to Sections 13, 14 and 15(d) of the Exchange
Act, 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.

                         LEGAL OPINIONS

        The validity of the Stock to be issued pursuant to the
Incentive Plan will be passed upon by John W. Blenke, Vice
President-Corporate Law and Assistant Secretary of Household.  As
of the date of this Prospectus, Mr. Blenke is a full-time employee
and an officer of the Corporation, a participant in the Incentive
Plan, and owns Stock, and holds employee stock options to purchase
shares of Stock.

                             EXPERTS

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

                              PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

The information set forth under "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 fiduciary duty as a director,
except in the case where the director breached his 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
12
or obtained in improper personal benefit.  Household International,
Inc.'s (the "Corporation") Restated Certificate of Incorporation,
as amended, contains a provision which eliminates directors'
personal liability as set forth above.

The General Corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such
directors 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 the Delaware
corporation 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 stockholders or otherwise.

The Corporation'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 the
Corporation and also to persons who are serving at the request of
the Corporation 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.

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

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

 4.1            Form of certificate for shares of Common Stock of the
                Corporation.  (Incorporated herein by reference to
                Exhibit 4(a) of Household International, Inc.'s
                registration statement on Form S-3, No. 33-39327).

 
 4.2            Household International 1996 Long-Term Executive Incentive
                Compensation Plan.

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

23.1            Consent of Arthur Andersen LLP, Certified Public
                Accountants.

23.2            Consent of John W. Blenke, Esq., Vice President-Corporate
                Law and Assistant Secretary of Household International,
                Inc. is contained in his opinion (Exhibit 5).

Item 9.  Undertakings.

The Corporation 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
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (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
13
such information in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Act") if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.

        (2) That, for purposes of determining any liability under the
Act, 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.

        (4) That, for purposes of determining any liability under the
Act, each filing of the Corporation's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, 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 shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of
the Corporation pursuant to the provisions set forth or described
in Item 6 of this Registration Statement, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is
asserted against the Corporation by such director, officer or
controlling person, in connection with the securities registered
hereby, the Corporation 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.
14
                           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,
and State of Illinois, on the 14th day of May, 1996.

                                  HOUSEHOLD INTERNATIONAL, INC.

                                   By   /s/ William F. Aldinger    
                                        William F. Aldinger
                                        Chairman and
                                        Chief Executive Officer

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

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the 14th day of May, 1996.

                Signature                        Title

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

   /s/ Robert J. Darnall                Director
       (Robert J. Darnall)

   /s/ Gary G. Dillon                   Director
       (Gary G. Dillon)

   /s/ John A. Edwardson                Director
       (John A. Edwardson)

   /s/ Mary Johnston Evans              Director
       (Mary Johnston Evans)

   /s/ Dudley Fishburn, M.P.            Director
       (Dudley Fishburn, M.P.)

   /s/ Cyrus F. Freidheim, Jr.          Director
       (Cyrus F. Freidheim, Jr.)

   /s/ Louis E. Levy                    Director
       (Louis E. Levy)

   /s/ George A. Lorch                  Director
       (George A. Lorch)

   /s/ John D. Nichols                  Director
       (John D. Nichols)

   /s/ James B. Pitblado                Director
       (James B. Pitblado)

   /s/ S. Jay Stewart                   Director
       (S. Jay Stewart)

   /s/ Louis W. Sullivan, M.D.          Director
       (Louis W. Sullivan, M.D.)

   /s/ Raymond C. Tower                 Director
       (Raymond C. Tower)
15
   /s/ David A. Schoenholz              Executive Vice President-Chief
       (David A. Schoenholz)            Financial Officer (as
                                        Principal Accounting and
                                        Financial Officer)