<PAGE> 1

As filed with the Securities and Exchange Commission on February 27, 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)

             Household Financial Corporation Limited
                       Match and Save 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
                 -------------------------------
<TABLE>
<CAPTION>
 Title of                         Proposed             Proposed
Securities        Amount           Maximum              Maximum              Amount of
  to be            to be        Offering Price         Aggregate           Registration
Registered       Registered      Per Share <F2>     Offering Price <F2>         Fee
   <F1>
<S>               <C>           <C>                   <C>                    <C>
Common Stock,
Par Value         30,000
$1 per Share      shares        Not applicable        $4,087,500             $1,205.81
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

<F2> 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 ($136.25) reported for the Common Stock
     on the New York Stock Exchange Composite Tape on February 24, 1998.
</FN>
</TABLE>
                --------------------------------

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 I

The summary booklet for the Household Financial Corporation Limited Match
and Save Plan contains the information required pursuant to Part I of this
Registration Statement on Form S-8.  Pursuant to the Note to Part I of
Form S-8, the booklet is not being filed as part of this Registration
Statement but is available upon request as set forth in "Available
Information and Incorporation of Certain Documents by Reference."


                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Available Information and Incorporation of Certain Documents by
          Reference

          Household International, Inc. ("Household") is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Such reports, proxy statements,
and other information can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661, and Seven World Trade
Center, New York, New York 10048 and may also be accessed through the Web
site maintained by the Commission at http:\\www.sec.gov.  Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C.  20549.  In addition, reports, proxy statements, and other material
concerning Household can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois  60605.

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

          (a)  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.

          Household will provide without charge to each person making a
written or an oral request, a copy of guide booklet and the Trust Deed and
Rules for the 1-4-1 Plan and all of the documents incorporated herein by
reference (other than exhibits to such documents).  

          Requests should be directed to: Household International, Inc., 2700
Sanders Road, Prospect Heights, IL  60070, Attention:  Office of the Secretary
(Telephone: (847) 564-5000).    

<PAGE>
<PAGE> 3

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.

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

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

Item 8.  Exhibits.

     4    Summary of the Household Financial Corporation Limited Match and
          Save 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.

<PAGE>
<PAGE> 4

Item 9.  Undertakings.

     A.   To Transmit Certain Materials.

          Household hereby undertakes to deliver or cause to be delivered
with the Prospectus, to each employee to whom the Prospectus is sent or
given, a copy of Household's latest annual report to shareholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required
to be presented by Article 3 of Regulation S-X are not set forth in the
Prospectus, to deliver, or cause to be delivered to each employee to whom
the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.

     B.   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.

     C.   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 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.

<PAGE>
<PAGE> 5

     (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.

     D.   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> 6                                   
                              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 26th day of February, 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 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 26th day of February, 1998.




          Signature                          Title


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

      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)

<PAGE>
<PAGE> 7

      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 Accounting and
     (David A. Schoenholz)         Financial Officer)            



u:\law\corp\canada\S-8(401)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19722}]
{"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": "333-47073", "film-number": "98553093"}, "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 February 27, 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)

             Household Financial Corporation Limited
                       Match and Save 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
Offering Price
Fee
Common Stock,
Par Value         30,000
$1 per Share      shares        Not applicable        $4,087,500             $1,205.81
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.
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 ($136.25) reported for the Common Stock
     on the New York Stock Exchange Composite Tape on February 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 I

The summary booklet for the Household Financial Corporation Limited Match
and Save Plan contains the information required pursuant to Part I of this
Registration Statement on Form S-8.  Pursuant to the Note to Part I of
Form S-8, the booklet is not being filed as part of this Registration
Statement but is available upon request as set forth in "Available
Information and Incorporation of Certain Documents by Reference."

                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Available Information and Incorporation of Certain Documents by
          Reference

          Household International, Inc. ("Household") is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Such reports, proxy statements,
and other information can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661, and Seven World Trade
Center, New York, New York 10048 and may also be accessed through the Web
site maintained by the Commission at http:\\www.sec.gov.  Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C.  20549.  In addition, reports, proxy statements, and other material
concerning Household can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois  60605.

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

          (a)  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.

          Household will provide without charge to each person making a
written or an oral request, a copy of guide booklet and the Trust Deed and
Rules for the 1-4-1 Plan and all of the documents incorporated herein by
reference (other than exhibits to such documents).  

          Requests should be directed to: Household International, Inc., 2700
Sanders Road, Prospect Heights, IL  60070, Attention:  Office of the Secretary
(Telephone: (847) 564-5000).
3

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.

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

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

Item 8.  Exhibits.

     4    Summary of the Household Financial Corporation Limited Match and
          Save 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.
4

Item 9.  Undertakings.

     A.   To Transmit Certain Materials.

          Household hereby undertakes to deliver or cause to be delivered
with the Prospectus, to each employee to whom the Prospectus is sent or
given, a copy of Household's latest annual report to shareholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required
to be presented by Article 3 of Regulation S-X are not set forth in the
Prospectus, to deliver, or cause to be delivered to each employee to whom
the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.

     B.   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.

     C.   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 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.
5

     (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.

     D.   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.
6                                   
                              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 26th day of February, 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 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 26th day of February, 1998.

          Signature                          Title

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

      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)
7

      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 Accounting and
     (David A. Schoenholz)         Financial Officer)            

u:\law\corp\canada\S-8(401)