<PAGE> 1

As filed with the Securities and Exchange Commission on July 1, 1998

                                         Registration No.  333-

                                                                  


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

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

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

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

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

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

           BENEFICIAL NON-QUALIFIED STOCK OPTION PLAN
                    (Full title of the Plan)

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

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

                    -------------------------
                                
                  CALCULATION OF REGISTRATION FEE
                  -------------------------------

 Title of                     Proposed           Proposed
Securities      Amount        Maximum            Maximum            Amount of
  to be          to be     Offering Price       Aggregate         Registration
Registered    Registered    Per Share (1)    Offering Price (1)        Fee



Common Stock,
Par Value      11,207,158
$1 per Share     shares     Not Applicable     $558,957,005.30      $164,893


(1)  The proposed maximum aggregate offering price and the amount
     of the registration fee are estimated pursuant to rule
     457(h) based upon the average of the high and low prices
     ($49.875) reported for the Common Stock on the New York
     Stock Exchange Composite Tape on June 24, 1998.

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

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

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

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

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

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

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

          
Item 5.   Interests of Named Experts and Counsel.

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

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

Item 7.   Indemnification of Directors and Officers.

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

<PAGE>
<PAGE> 3

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

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

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

Item 8.  Exhibits.

     4.1  Beneficial Corporation 1990 Non-qualified Stock Option
          Plan (incorporated by reference to Exhibit 4.4 of
          Beneficial Corporation's Form S-8 filed on April 23,
          1996, File No. 333-02737).

     4.2  Amendment to Beneficial Corporation 1990 Non-qualified
          Stock Option Plan.

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

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

     23.2 Consent of Arthur Andersen LLP, Certified Public
          Accountants

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

Item 9.  Undertakings.

     A.   Undertaking to Update Annually.

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


     B.   Continuous Offering.

          Household hereby undertakes:

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

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

<PAGE>
<PAGE> 4

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

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

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

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

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

     C.   Indemnification.

          Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Household pursuant to the foregoing
provisions, or otherwise, Household has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
Household of expenses incurred or paid by a director, officer or
controlling person of Household in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the Common Stock being
registered, Household will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 5                                   
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Prospect Heights, and State of
Illinois, on the 1st day of July, 1998.



                                        HOUSEHOLD INTERNATIONAL, INC.


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


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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the 1st day of July, 1998.




          Signature                          Title


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

       Robert C. Clark                  Director
------------------------------
      (Robert C. Clark)

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

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

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

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

    James H. Gilliam, Jr.               Director
------------------------------
   (James H. Gilliam, Jr.)

<PAGE>
<PAGE> 6

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

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

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

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

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

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

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

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

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

      David J. Farris                   Director
------------------------------
     (David J. Farris)

u:\law\corp\bene\options8.as1
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1

As filed with the Securities and Exchange Commission on July 1, 1998

                                         Registration No.  333-

                                                                  

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

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

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

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

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

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

           BENEFICIAL NON-QUALIFIED STOCK OPTION PLAN
                    (Full title of the Plan)

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

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

                    -------------------------
                                
                  CALCULATION OF REGISTRATION FEE
                  -------------------------------

 Title of                     Proposed           Proposed
Securities      Amount        Maximum            Maximum            Amount of
  to be          to be     Offering Price       Aggregate         Registration
Registered    Registered    Per Share (1)    Offering Price (1)        Fee

Common Stock,
Par Value      11,207,158
$1 per Share     shares     Not Applicable     $558,957,005.30      $164,893

(1)  The proposed maximum aggregate offering price and the amount
     of the registration fee are estimated pursuant to rule
     457(h) based upon the average of the high and low prices
     ($49.875) reported for the Common Stock on the New York
     Stock Exchange Composite Tape on June 24, 1998.

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

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

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

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

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

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

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

          
Item 5.   Interests of Named Experts and Counsel.

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

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

Item 7.   Indemnification of Directors and Officers.

          The General Corporation Law of Delaware (Section 102)
allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or to any of its
stockholders for monetary damage for a breach of his/her fiduciary
duty as a director, except in the case where the director breached
his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal benefit. 
The Restated Certificate of Incorporation, as amended, of Household
International, Inc. (the "Company"), contains a provision which
eliminated directors' personal liability as set forth above.
3

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

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

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

Item 8.  Exhibits.

     4.1  Beneficial Corporation 1990 Non-qualified Stock Option
          Plan (incorporated by reference to Exhibit 4.4 of
          Beneficial Corporation's Form S-8 filed on April 23,
          1996, File No. 333-02737).

     4.2  Amendment to Beneficial Corporation 1990 Non-qualified
          Stock Option Plan.

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

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

     23.2 Consent of Arthur Andersen LLP, Certified Public
          Accountants

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

Item 9.  Undertakings.

     A.   Undertaking to Update Annually.

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

     B.   Continuous Offering.

          Household hereby undertakes:

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

          (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933;
4

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

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

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

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

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

     C.   Indemnification.

          Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Household pursuant to the foregoing
provisions, or otherwise, Household has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
Household of expenses incurred or paid by a director, officer or
controlling person of Household in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the Common Stock being
registered, Household will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
5                                   
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Prospect Heights, and State of
Illinois, on the 1st day of July, 1998.

                                        HOUSEHOLD INTERNATIONAL, INC.

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

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the 1st day of July, 1998.

          Signature                          Title

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

       Robert C. Clark                  Director
------------------------------
      (Robert C. Clark)

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

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

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

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

    James H. Gilliam, Jr.               Director
------------------------------
   (James H. Gilliam, Jr.)
6

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

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

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

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

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

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

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

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

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

      David J. Farris                   Director
------------------------------
     (David J. Farris)

u:\law\corp\bene\options8.as1