<PAGE> 1
<TABLE>
<CAPTION>
                                          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 1996 LONG-TERM EXECUTIVE
                   INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)

                        Chris C. Snyder
             Assistant Counsel - Corporate Finance
                 Household International, Inc.
      2700 Sanders Road, Prospect Heights, Illinois  60070
            (Name and address of agent for service)
                          847-564-6787
 (Telephone number, including area code, of agent for service)
                        With a copy to:
                         John W. Blenke
      Vice President-Corporate Law and Assistant Secretary
       2700 Sanders Road, Prospect Heights, Illinois 60070
                          847-564-6150

                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
                 (1)          share (2)        price    (2)        fee

Household    12,000,000        $50.1563        $601,875,600    $158,895.16
Internatio     Shares
nal, Inc.
Common Stock,
$1 par value.....

</TABLE>

(1)   In  addition, pursuant to Rule 416(c) under the  Securities
  Act  of  1933,  this  registration  statement  also  covers  an
  indeterminate amount of interests to be offered or sold pursuant
  to the employee benefit plan described herein.
(2)   (2)  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 November 10,
  2000.
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.
<PAGE>
<PAGE> 2


                             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 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.

<PAGE>
<PAGE> 3



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-_____).

 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  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.

<PAGE>
<PAGE> 4


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> 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  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 November, 2000.

          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/ J. Dudley Fishburn               Director
     (J. Dudley Fishburn)



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



   /s/ James H. Gilliam, Jr.            Director
    (James H. Gilliam, Jr.)

<PAGE>
<PAGE> 6



   _________________                    Director
    (Louis E. Levy)



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



   ___________________                  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/ David A. Schoenholz              Group Executive -Chief
     (David A. Schoenholz)              Financial Officer (as
                                        Principal Accounting and
                                        Financial Officer)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 14265}]
{"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": "333-50000", "film-number": "770529"}, "business-address": {"street1": "2700 SANDERS RD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070", "phone": "8475646996"}, "mail-address": {"street1": "2700 SANDERS ROAD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070"}}
1
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 1996 LONG-TERM EXECUTIVE
                   INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)

                        Chris C. Snyder
             Assistant Counsel - Corporate Finance
                 Household International, Inc.
      2700 Sanders Road, Prospect Heights, Illinois  60070
            (Name and address of agent for service)
                          847-564-6787
 (Telephone number, including area code, of agent for service)
                        With a copy to:
                         John W. Blenke
      Vice President-Corporate Law and Assistant Secretary
       2700 Sanders Road, Prospect Heights, Illinois 60070
                          847-564-6150

                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
                 (1)          share (2)        price    (2)        fee

Household    12,000,000        $50.1563        $601,875,600    $158,895.16
Internatio     Shares
nal, Inc.
Common Stock,
$1 par value.....
(1)   In  addition, pursuant to Rule 416(c) under the  Securities
  Act  of  1933,  this  registration  statement  also  covers  an
  indeterminate amount of interests to be offered or sold pursuant
  to the employee benefit plan described herein.
(2)   (2)  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 November 10,
  2000.
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.
2

                             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 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.
3

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-_____).

 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  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.
4

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.
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  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 November, 2000.

          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/ J. Dudley Fishburn               Director
     (J. Dudley Fishburn)

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

   /s/ James H. Gilliam, Jr.            Director
    (James H. Gilliam, Jr.)
6

   _________________                    Director
    (Louis E. Levy)

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

   ___________________                  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/ David A. Schoenholz              Group Executive -Chief
     (David A. Schoenholz)              Financial Officer (as
                                        Principal Accounting and
                                        Financial Officer)