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<FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on February 27, 2002</P>
<P ALIGN="RIGHT">Registration No. ____</P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P ALIGN="CENTER"><B>Form S-8</B></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><P ALIGN="CENTER">REGISTRATION STATEMENT</B></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Under</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">THE SECURITIES ACT OF 1933</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">HOUSEHOLD INTERNATIONAL, INC.</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Delaware <BR>
(State of Incorporation)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">36-3121988<BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">2700 Sanders Road, Prospect Heights, Illinois 60070</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">(Address of principal executive offices) (Zip Code)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><P ALIGN="CENTER">HFC/BFC SHARE OWNERSHIP SCHEME</B></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">(Full title of the Plan)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">CHRIS C. SNYDER, ESQ.</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Counsel</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Household International, Inc.</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">2700 Sanders Road, Prospect Heights, Illinois 60070</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">(847) 564-6787</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">(Name, address and telephone number of agent for service)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="JUSTIFY">&#9;</P>
<U><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></U></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=12 WIDTH=606>
<TR><TD WIDTH="17%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2>Title of<BR>
Securities<BR>
to be<BR>
<U>Registered (1</U>)</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Amount<BR>
to be<BR>
<U>Registered</U></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering Price<BR>
<U>Per Share (2)</U></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
<U>Offering Price (2)</U></FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Amount of<BR>
<U>Registration Fee</U></FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Common Stock,<BR>
Par Value<BR>
$1 per Share</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2,000 shares</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Not applicable</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$96,640</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$8.89</FONT></TD>
</TR>
</TABLE>
<DIR>
<DIR>

<FONT SIZE=2><P ALIGN="JUSTIFY">(1)&#9;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.</P>
<P ALIGN="JUSTIFY">(2)&#9;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 ($48.32) reported for the Common Stock on the New York Stock Exchange Composite Tape on February 22, 2002.</P></DIR>
</DIR>

<P ALIGN="CENTER">This Registration Statement shall become effective immediately upon filing in accordance with Rule 462(a) of the Securities Act of 1933.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">&#9;PART I</P>
</B><P ALIGN="JUSTIFY">The guide booklet for the HFC/BFC Share Ownership Scheme 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."</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">&#9;PART II</P>
<P ALIGN="JUSTIFY">&#9;INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item 3.&#9;Available Information and Incorporation of Certain Documents by Reference</P>
</B><P ALIGN="JUSTIFY">&#9;&#9;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 333 Broadway, New York, New York 10279 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.</P>
<P ALIGN="JUSTIFY">The following documents filed with the Commission are incorporated herein by reference:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">&#9;&#9;(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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;(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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;(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.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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 HFC/BFC Share Ownership Scheme and all of the documents incorporated herein by reference (other than exhibits to such documents). </P>
<P ALIGN="JUSTIFY">&#9;&#9;Requests should be directed to: Household International, Inc., 2700 Sanders Road, Prospect Heights, IL 60070, Attention: Office of the Secretary (Telephone: (847) 564-5000). </P>
<B><P ALIGN="JUSTIFY">Item 5.&#9;Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<B><P ALIGN="JUSTIFY">Item 6.&#9;Indemnification of Directors and Officers</P>
</B><P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<B><P ALIGN="JUSTIFY">Item 8. Exhibits</P><DIR>
<DIR>
<DIR>
<DIR>

</B><P ALIGN="JUSTIFY">&#9;4 (i)&#9;Restated Certificate of Incorporation, as amended, of Household International, Inc. (incorporated by reference to Exhibit 3(i) of our Quarterly Report on Form 10-Q for the quarter ended June, 1998).</P>
<P ALIGN="JUSTIFY">&#9;4 (ii)&#9;Bylaws of Household International, In., as amended January 30, 2001 (incorporated by reference to Exhibit 3(ii) of Household International's Annual Report on Form 10-K for the year ended December 31, 2000).</P>
<P ALIGN="JUSTIFY">&#9;5&#9;Opinion of John W. Blenke, Vice President-Corporate Law and Assistant Secretary of Household International, Inc.</P>
<P ALIGN="JUSTIFY">&#9;23.1&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;23.2&#9;Consent of Arthur Andersen LLP, Certified Public Accountants</P>
<P ALIGN="JUSTIFY">&#9;24&#9;Power of Attorney is set forth on page II-5 of this Registration Statement.</P></DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="JUSTIFY">Item 9. Undertakings.</P>
</B><P ALIGN="JUSTIFY">&#9;A.&#9;To Transmit Certain Materials.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;B.&#9;Undertaking to Update Annually.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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>&#9;</P>
</B><P ALIGN="JUSTIFY">&#9;C.&#9;Continuous Offering.</P>
<P ALIGN="JUSTIFY">&#9;&#9;Household hereby undertakes:</P>
<P ALIGN="JUSTIFY">&#9;(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:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">&#9;&#9;(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</P>
<P ALIGN="JUSTIFY">&#9;&#9;(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 a prospectus filed with the Commission pursuant to Rule 424(b) (&#61479;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;</P>
<P ALIGN="JUSTIFY">&#9;&#9;(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; <I>provided, however,</I> 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.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">&#9;(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.</P>
<P ALIGN="JUSTIFY">&#9;(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.</P>
<P ALIGN="JUSTIFY">(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.</P>
<P ALIGN="JUSTIFY">&#9;(5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders 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 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 person 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. </P>
<P ALIGN="JUSTIFY">&#9;D.&#9;Indemnification.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&#9;</P>
</FONT><P ALIGN="CENTER">&#9;<B><FONT SIZE=2>Signatures</P>
</B><P>&nbsp;</P>
<P>&#9;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 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 27th day of February, 2002.</P></FONT>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=364>
<TR><TD VALIGN="TOP">
<P><FONT SIZE=2>Household International, Inc.</FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=2><P>By:<U> /s/ William F. Aldinger</U></FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=2><P>William F. Aldinger</FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=2><P>Chairman and</FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=2><P>Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</P>

<FONT SIZE=2><P>&nbsp;</P>
<P>&#9;Each person whose signature appears below constitutes and appoints J.&nbsp;W. Blenke, P.D. Schwartz and J.&nbsp;S. VanderLinde 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.</P>
<P>&nbsp;&nbsp;</P>
<P>&nbsp;</P>
<P>&#9;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 27th day of February, 2002.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=534>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=15>
<P><U><FONT SIZE=2>Signature</U></FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=15>
<U><FONT SIZE=2><P>Title</U></FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=15>
<U><FONT SIZE=2><P>/s/ William F. Aldinger&#9;</U><BR>
(William F. Aldinger)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=15>
<FONT SIZE=2><P>Chairman, Chief Executive Officer and Director<BR>
(as Principal Executive Officer)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=15>
<U><FONT SIZE=2><P>/s/ Robert J. Darnall<BR>
</U>(Robert J. Darnall)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=15>
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Gary G. Dillon</U><BR>
(Gary G. Dillon)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Anthea Disney<BR>
</U>(Anthea Disney)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ John A. Edwardson<BR>
</U>(John A. Edwardson)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Mary J. Evans<BR>
</U>(Mary J. Evans)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Dudley Fishburn<BR>
</U>(Dudley Fishburn)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Cyrus F. Freidheim, Jr.</U><BR>
(Cyrus F. Freidheim, Jr.)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ James H. Gilliam Jr.<BR>
</U>(James H. Gilliam, Jr.)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Louis E. Levy<BR>
</U>(Louis E. Levy)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ George A. Lorch<BR>
</U>(George A. Lorch)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ John D. Nichols<BR>
</U>(John D. Nichols)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ James B. Pitblado<BR>
</U>(James B. Pitblado)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Laree M. Renda<BR>
</U>(Larree M. Renda)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ S. Jay Stewart<BR>
</U>(S. Jay Stewart)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Louis W. Sullivan, M.D.<BR>
</U>(Louis W. Sullivan, M.D.)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ David A. Schoenholz<BR>
</U>(David A. Schoenholz)</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Group Executive -- Chief Financial Officer<BR>
(as Principal Accounting and Financial Officer)</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">The Registrant reasonably believes that the security rating to be assigned to the Securities registered hereunder will make the Securities "investment grade securities" pursuant to Transaction Requirement B-2 of Form S-3.</P></FONT></BODY>
</HTML>
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As filed with the Securities and Exchange Commission on February 27, 2002
Registration No. ____
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
(State of Incorporation)
36-3121988
(I.R.S. Employer Identification No.)
(I.R.S. Employer Identification No.)
2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of principal executive offices) (Zip Code)
HFC/BFC SHARE OWNERSHIP SCHEME
(Full title of the Plan)
CHRIS C. SNYDER, ESQ.
Counsel
Household International, Inc.
2700 Sanders Road, Prospect Heights, Illinois 60070
(847) 564-6787
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities
to be
Registered (1
)
Amount
to be
Registered
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering Price (2)
Amount of
Registration Fee
Common Stock,
Par Value
$1 per Share
2,000 shares
Not applicable
$96,640
$8.89
(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)	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 ($48.32) reported for the Common Stock on the New York Stock Exchange Composite Tape on February 22, 2002.
This Registration Statement shall become effective immediately upon filing in accordance with Rule 462(a) of the Securities Act of 1933.
PART I
The guide booklet for the HFC/BFC Share Ownership Scheme 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 333 Broadway, New York, New York 10279 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 HFC/BFC Share Ownership Scheme 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).
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 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/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, 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 (i)	Restated Certificate of Incorporation, as amended, of Household International, Inc. (incorporated by reference to Exhibit 3(i) of our Quarterly Report on Form 10-Q for the quarter ended June, 1998).
4 (ii)	Bylaws of Household International, In., as amended January 30, 2001 (incorporated by reference to Exhibit 3(ii) of Household International's Annual Report on Form 10-K for the year ended December 31, 2000).
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.	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 a 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.
(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.
(5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders 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 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 person 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.
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.
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 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 27th day of February, 2002.
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, P.D. Schwartz and J. S. VanderLinde 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 27th day of February, 2002.
Signature
Title
/s/ William F. Aldinger
(William F. Aldinger)
Chairman, Chief Executive Officer and Director
(as Principal Executive Officer)
/s/ Robert J. Darnall
(Robert J. Darnall)
Director
/s/ Gary G. Dillon
(Gary G. Dillon)
Director
/s/ Anthea Disney
(Anthea Disney)
Director
/s/ John A. Edwardson
(John A. Edwardson)
Director
/s/ Mary J. Evans
(Mary J. Evans)
Director
/s/ Dudley Fishburn
(Dudley Fishburn)
Director
/s/ Cyrus F. Freidheim, Jr.
(Cyrus F. Freidheim, Jr.)
Director
/s/ James H. Gilliam Jr.
(James H. Gilliam, Jr.)
Director
/s/ Louis E. Levy
(Louis E. Levy)
Director
/s/ George A. Lorch
(George A. Lorch)
Director
/s/ John D. Nichols
(John D. Nichols)
Director
/s/ James B. Pitblado
(James B. Pitblado)
Director
/s/ Laree M. Renda
(Larree M. Renda)
Director
/s/ S. Jay Stewart
(S. Jay Stewart)
Director
/s/ Louis W. Sullivan, M.D.
(Louis W. Sullivan, M.D.)
Director
/s/ David A. Schoenholz
(David A. Schoenholz)
Group Executive -- Chief Financial Officer
(as Principal Accounting and Financial Officer)
The Registrant reasonably believes that the security rating to be assigned to the Securities registered hereunder will make the Securities "investment grade securities" pursuant to Transaction Requirement B-2 of Form S-3.