<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 EMPLOYEE STOCK PURCHASE 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       994,654
$1 per Share     shares     Not Applicable     $49,608,368.25       $14,635



(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.

           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.

<PAGE>
<PAGE> 3

           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 Employees' Stock Purchase Plan, as amended
           (incorporated by reference to Exhibit 4.3 of Beneficial
           Corporation's Form S-8 filed on April 23, 1996, File No. 333-02737).

      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;

           (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;

<PAGE>
<PAGE> 4

           (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 Executive
     (William F. Aldinger)            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.)

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

    Cyrus F. Freidheim, Jr.           Director
------------------------------
   (Cyrus F. Freidheim, Jr.)
<PAGE>
<PAGE> 6

      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\espps8.as1
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{"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": "333-58287", "film-number": "98659192"}, "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"}}
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 EMPLOYEE STOCK PURCHASE 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       994,654
$1 per Share     shares     Not Applicable     $49,608,368.25       $14,635

(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.

           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.
3

           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 Employees' Stock Purchase Plan, as amended
           (incorporated by reference to Exhibit 4.3 of Beneficial
           Corporation's Form S-8 filed on April 23, 1996, File No. 333-02737).

      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;

           (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;
4

           (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 Executive
     (William F. Aldinger)            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.)

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

    Cyrus F. Freidheim, Jr.           Director
------------------------------
   (Cyrus F. Freidheim, Jr.)
6

      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\espps8.as1