<PAGE>
 
   As filed with the Securities and Exchange Commission on October 7, 1997
                                              Registration No. 333-
                                                                   -----------
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

                            BENEFICIAL CORPORATION
            (Exact name of registrant as specified in its charter)

            Delaware                                 51-0003820
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)           Identification No.)

                             One Christina Centre
                           301 North Walnut Street
                          Wilmington, Delaware 19801
                   (Address of principal executive offices)

                            BENEFICIAL CORPORATION
                               BENSHARES EQUITY
                              PARTICIPATION PLAN
                           (Full title of the plan) 

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

                             Scott A. Siebels Esq.
           Vice President, Corporate Secretary and Associate Counsel
                            Beneficial Corporation
                 One Christina Centre, 301 North Walnut Street
                          Wilmington, Delaware 19801
                                (302) 425-2500
(Name, address and telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
==================================================================================
          Title of                             Maximum     Proposed    
         Securities                Amount     Offering     Aggregate    Amount of
            To Be                  To Be      Price Per    Offering   Registration
        Registered (1)           Registered   Share (2)    Price (2)     Fee (2) 
----------------------------------------------------------------------------------
<S>                              <C>         <C>         <C>          <C>  
Common Stock, $1.00 par value..   3,500,000    $ 79.875  $279,562,500  $84,715.91
==================================================================================
</TABLE> 

  (1)  There are also being registered hereunder an equal number of Preferred 
Share Purchase Rights which will be attached to and transferable only with 
shares of Common Stock registered hereby.

  (2)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Securities Act Rule 457(h) on the basis of the average of the high 
and low sale prices of the Registrant's Common Stock as reported on the New York
Stock Exchange on October 3, 1997, which date is within 5 business days prior to
the date of the filing of this Registration Statement, as reported by The Wall 
                                                                      --------
Street Journal (Eastern Edition).
--------------
================================================================================

<PAGE>
 
                                    PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Beneficial Corporation (the "Corporation" 
or the "Registrant") with the Securities and Exchange Commission (the 
"Commission") are hereby incorporated herein by reference:

     (i)   The Corporation's Annual Report on Form 10-K for the fiscal year 
           ended December 31, 1996;

     (ii)  The Corporation's Quarterly Reports on Form 10-Q for the quarterly
           periods ended March 31, 1997 and June 30, 1997, and the Current
           Reports on Form 8-K dated January 28, 1997, April 24, 1997, July 24,
           1997, July 25, 1997 and July 31, 1997;

     (iii) The description of the Corporation's Common Stock contained in the
           Corporation's Registration Statement on Form S-3 (File No. 33-39486)
           pursuant to Section 12 of the Exchange Act, and any amendment or
           report filed for the purpose of updating such description.

     All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act after the date of this Registration Statement 
and prior to the filing of a post-effective amendment which indicates that all
of the Corporation's Common Stock offered hereby has been sold or which 
withdraws from registration such Common Stock then remaining unsold, shall be 
deemed to be incorporated in this Registration Statement by reference and to be 
a part hereof from the date of filing such documents. Any statement contained 
in a document incorporated or deemed to be incorporated by reference in this 
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein 
or in any other subsequently filed document which also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified 
or superseded, to constitute a part of this Registration Statement.

                                     II-1
<PAGE>
 
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Scott A. Siebels, Vice President, Corporate Secretary and Associate Counsel
of the Corporation, has delivered his legal opinion that the shares of the
Corporation's Common Stock offered pursuant to the Beneficial Corporation
BenShares Equity Participation Plan ("the Plan") have been duly authorized by
the Corporation and that, when issued in accordance with the terms of the Plan,
the shares will be legally issued, fully paid and nonassessable. Mr. Siebels is
an officer of the Corporation and is not eligible to participate in the Plan. As
of October 3, 1997, he held unexercised stock options with respect to 10,150
shares, 275 of which are currently exercisable, of the Corporation's Common
Stock under the Beneficial Corporation 1990 Non-Qualified Stock Option Plan
552.975 shares of the Corporation's Common Stock under the Employee's Stock
Purchase Plan, as amended (the "ESPP"), and 332.240 unvested share units under
the ESPP. In addition, as of that date Mr. Siebels held 1,608.08 unvested shares
of the Corporation's Common Stock under the Corporation's Key Employee Stock
Bonus Plan and 112 shares of Common Stock registered in his name.

Item 6.  Indemnification of Directors and Officers.

     Article IX of the By-Laws of the Corporation provides for indemnification 
of directors, officers and employees of the Corporation for expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement with respect 
to threatened, pending or completed actions, suits or proceedings to which such 
person may be a party, to the full extent permitted under the laws of the State 
of Delaware.  Under such laws, indemnification of such a person may be made if 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the Corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful.  With respect to suits by or in the right of the Corporation, such
person may not be indemnified if he has been adjudged to be liable for 
negligence or misconduct in the performance of his duty to the Corporation.

                                     II-2

<PAGE>
 
     In addition, Article X to the Corporation's Restated Certificate of 
Incorporation limits the right of stockholders of the Corporation, and the right
of the Corporation itself, to sue and recover from the directors monetary 
damages for acts of negligence, including gross negligence, for breach of the 
duty of care. The directors will not be liable for gross negligence in 
connection with, among other things, decisions made on a proposal for 
acquisition of the Corporation or its assets. Article X does not eliminate or 
limit a director's liability for: (i) breaches of the duty of loyalty to the 
Corporation or to its stockholders; (ii) acts or omissions not in good faith or 
involving intentional misconduct or a knowing violation of law; (iii) willfully 
or negligently paying or making unlawful dividends or unlawful stock repurchases
or redemptions; or (iv) engaging in transactions in which he receives any 
improper personal benefit. Article X does not eliminate liability for a director
acting in his capacity as an officer, preclude recovery against the directors in
actions brought by third parties or affect a director's liability under the 
Federal securities laws. In addition, the Corporation and its stockholders 
retain the right to pursue equitable remedies against the directors, such as an 
injunction or rescission of a contract.

     The Corporation has in effect a policy insuring itself, its subsidiaries 
and their respective directors and officers, to the extent they may be required 
or permitted to indemnify such officers or directors, against certain 
liabilities arising from acts or omissions in the discharge of their duties that
they shall become legally obligated to pay. The policy is for a period ending 
July 1, 1998, and provides a maximum coverage of $30,000,000 for a period of one
year and (subject to certain enumerated exclusions) covers 100% of all losses 
above the deductible amount of $1,000,000.

     The Corporation also has in effect indemnification agreements with each of 
its directors, which provide that such directors will be indemnified against 
expenses, judgments, penalties, fines and amounts paid in settlement of 
threatened, pending or completed actions, suits or proceedings to which any such
person is, or is threatened to be made, a party, to the fullest extent permitted
by applicable law as in effect from time to time. Such agreements also require 
the Corporation to advance all reasonable expenses incurred by a director in any
such proceeding provided that he undertakes to repay the amount advanced if it
is ultimately determined that he is not entitled to indemnification for such 
expenses. The agreements provide that upon the occurrence of a "change in 
control" (as defined therein) of the Corporation, the Corporation has the burden
of proof to establish that a director who has requested indemnification is not 
entitled to it.

                                     II-3
<PAGE>
 
     As permitted by the Employee Retirement Income Security Act of 1974, the 
Corporation has obtained a Corporate Fiduciary's Liability Insurance Policy 
covering all employees entrusted with fiduciary responsibilities under certain 
of the Company's employee welfare or benefit plans. The maximum coverage 
provided by this policy is an aggregate of $5,000,000 per year.

     The foregoing descriptions are general summaries only. Reference is made to
the full text of the Corporation's Certificate of Incorporation and Bylaws 
incorporated herein by reference.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits listed on the Index of Exhibits of this Registration Statement
are filed herewith or are incorporated herein by reference to other filings.

                                     II-4
<PAGE>
 
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     1.  To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i)    To include any prospectus required by Section 10(a)(3) of the 
                Securities Act of 1933, as amended (the "Securities Act").

         (ii)   To reflect in the prospectus any facts or events arising after
                the effective date of the Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the Registration Statement.
                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) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective registration statement.

         (iii)  To include any material information with respect to the plan of
                distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.

         Provided, however, that paragraphs (i) and (ii) 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 Exchange Act
         that are incorporated by reference in the Registration Statement;

                                     II-5
<PAGE>
 
2.  That, for the purpose of determining any liability under the Securities Act,
    each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof;

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

4.  That, for purposes of determining any liability under the Securities Act,
    each filing of the Registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act 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; and

5.  Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Commission such
    Indemnification is against public policy as expressed in the Securities Act
    and is, therefore, unenforceable. In the event that a claim for
    indemnification against such liabilities (other than the payment by the
    Registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant 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 Securities Act and will be governed by the
    final adjudication of such issue.

                                     II-6
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Wilmington, State of Delaware on October 6, 1997.

                                            BENEFICIAL CORPORATION

                                            By /s/ James H. Gilliam, Jr.
                                               -------------------------
                                                 James H. Gilliam, Jr.
                                               Executive Vice President
                                                 and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on October 6, 1997.

     Signatures                       Titles                      Date        
     ----------                       ------                      ----        
                                                                              
          *                   Chairman of the Board           October 6, 1997.
------------------------   of Directors, Chief Executive                      
  Finn M.W. Caspersen         Officer and Director                            
                           (Principal Executive Officer)                      
                                                                              
          *                 Member of the Office of the       October 6, 1997. 
------------------------   President, First Vice President,
 Andrew C. Halvorsen     Chief Financial Officer and Director
                            (Principal Financial Officer)

          *                   Senior Vice President and       October 6, 1997.
------------------------        Controller (Principal
   Jonathan Macey               Accounting Officer)

          *                          Director                 October 6, 1997.
------------------------                       
  Robert J. Callander

          *                          Director                 October 6, 1997.
------------------------                       
  Robert C. Clark

          *                          Director                 October 6, 1997.  
------------------------                       
Leonard S. Coleman, Jr.

          *                          Director                 October 6, 1997.
------------------------                       
   David J. Farris

                                     II-7
<PAGE>
 
<TABLE> 

<S>                                     <C>                     <C> 
/s/ James H. Gilliam, Jr.               Director                October 6, 1997
-------------------------
  James H. Gilliam, Jr.

           *                            Director                October 6, 1997
-------------------------
   Roland A. Hernandez

           *                            Director                October 6, 1997
-------------------------
    J. Robert Hillier

           *                            Director                October 6, 1997
-------------------------
     Gerald L. Holm

           *                            Director                October 6, 1997
-------------------------
     Thomas H. Kean

           *                            Director                October 6, 1997
-------------------------
      Steven Muller

           *                            Director                October 6, 1997
-------------------------
    Susan Julia Ross

           *                            Director                October 6, 1997
-------------------------
    Robert A. Tucker

           *                            Director                October 6, 1997
-------------------------
    Susan M. Wachter

           *                            Director                October 6, 1997
-------------------------
  Charles H. Watts, II
</TABLE> 

     * James H. Gilliam, Jr., pursuant to Powers of Attorney (executed by each 
of the officers and directors indicated above) and filed as Exhibit 24 hereto, 
by signing his name hereto does hereby sign and execute this Registration 
Statement on behalf of each such officers and directors.

                                                /s/ James H. Gilliam, Jr.
                                                -------------------------
                                                  James H. Gilliam, Jr.

October 6, 1997

                                     II-8
<PAGE>
 
                               INDEX OF EXHIBITS


Exhibit 4.1    Registrant's Restated Certificate of Incorporation, incorporated
               herein by reference to Exhibit 3.1 of Registrant's Annual Report
               on Form 10-K for the year ended December 31, 1994.

Exhibit 4.2    Registrant's Restated Bylaws, incorporated herein by reference to
               Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1990.

Exhibit 4.3    Beneficial Corporation BenShares Equity Participation Plan filed 
               herewith.  

Exhibit 5      Opinion of Scott A. Siebels with respect to the validity of the
               Common Stock being registered hereby in connection with the
               Beneficial Corporation Benshares Equity Participation Plan filed
               herewith.

Exhibit 23.1   Consent of Deloitte & Touche LLP, independent accountants to the 
               Corporation, filed herewith.

Exhibit 23.2   Consent of Scott A. Siebels, contained in this opinion filed as 
               Exhibit 5 hereto.

Exhibit 24     Powers of Attorney of certain and directors of the Corporation, 
               filed herewith.


                                     II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22341}]
{"company-data": {"conformed-name": "BENEFICIAL CORP", "cik": "0000008960", "assigned-sic": "6141", "irs-number": "510003820", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37295", "film-number": "97691505"}, "business-address": {"street1": "ONE CHRISTINA CENTRE", "street2": "301 N WALNUT ST", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024252500"}, "mail-address": {"street1": "301 NORTH WALNUT STREET", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "former-company": [{"former-conformed-name": "BENEFICIAL NATIONAL CORP", "date-changed": "19700909"}, {"former-conformed-name": "BENEFICIAL FINANCE CO", "date-changed": "19700522"}]}
As filed with the Securities and Exchange Commission on October 7, 1997
                                              Registration No. 333-
                                                                   -----------
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

                            BENEFICIAL CORPORATION
            (Exact name of registrant as specified in its charter)

            Delaware                                 51-0003820
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)           Identification No.)

                             One Christina Centre
                           301 North Walnut Street
                          Wilmington, Delaware 19801
                   (Address of principal executive offices)

                            BENEFICIAL CORPORATION
                               BENSHARES EQUITY
                              PARTICIPATION PLAN
                           (Full title of the plan) 

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

                             Scott A. Siebels Esq.
           Vice President, Corporate Secretary and Associate Counsel
                            Beneficial Corporation
                 One Christina Centre, 301 North Walnut Street
                          Wilmington, Delaware 19801
                                (302) 425-2500
(Name, address and telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
==================================================================================
          Title of                             Maximum     Proposed    
         Securities                Amount     Offering     Aggregate    Amount of
            To Be                  To Be      Price Per    Offering   Registration
        Registered (1)           Registered   Share (2)    Price (2)     Fee (2) 
----------------------------------------------------------------------------------
Common Stock, $1.00 par value..   3,500,000    $ 79.875  $279,562,500  $84,715.91
==================================================================================
(1)  There are also being registered hereunder an equal number of Preferred 
Share Purchase Rights which will be attached to and transferable only with 
shares of Common Stock registered hereby.

  (2)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Securities Act Rule 457(h) on the basis of the average of the high 
and low sale prices of the Registrant's Common Stock as reported on the New York
Stock Exchange on October 3, 1997, which date is within 5 business days prior to
the date of the filing of this Registration Statement, as reported by The Wall 
                                                                      --------
Street Journal (Eastern Edition).
--------------
================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Beneficial Corporation (the "Corporation" 
or the "Registrant") with the Securities and Exchange Commission (the 
"Commission") are hereby incorporated herein by reference:

     (i)   The Corporation's Annual Report on Form 10-K for the fiscal year 
           ended December 31, 1996;

     (ii)  The Corporation's Quarterly Reports on Form 10-Q for the quarterly
           periods ended March 31, 1997 and June 30, 1997, and the Current
           Reports on Form 8-K dated January 28, 1997, April 24, 1997, July 24,
           1997, July 25, 1997 and July 31, 1997;

     (iii) The description of the Corporation's Common Stock contained in the
           Corporation's Registration Statement on Form S-3 (File No. 33-39486)
           pursuant to Section 12 of the Exchange Act, and any amendment or
           report filed for the purpose of updating such description.

     All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act after the date of this Registration Statement 
and prior to the filing of a post-effective amendment which indicates that all
of the Corporation's Common Stock offered hereby has been sold or which 
withdraws from registration such Common Stock then remaining unsold, shall be 
deemed to be incorporated in this Registration Statement by reference and to be 
a part hereof from the date of filing such documents. Any statement contained 
in a document incorporated or deemed to be incorporated by reference in this 
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein 
or in any other subsequently filed document which also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified 
or superseded, to constitute a part of this Registration Statement.

                                     II-1
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Scott A. Siebels, Vice President, Corporate Secretary and Associate Counsel
of the Corporation, has delivered his legal opinion that the shares of the
Corporation's Common Stock offered pursuant to the Beneficial Corporation
BenShares Equity Participation Plan ("the Plan") have been duly authorized by
the Corporation and that, when issued in accordance with the terms of the Plan,
the shares will be legally issued, fully paid and nonassessable. Mr. Siebels is
an officer of the Corporation and is not eligible to participate in the Plan. As
of October 3, 1997, he held unexercised stock options with respect to 10,150
shares, 275 of which are currently exercisable, of the Corporation's Common
Stock under the Beneficial Corporation 1990 Non-Qualified Stock Option Plan
552.975 shares of the Corporation's Common Stock under the Employee's Stock
Purchase Plan, as amended (the "ESPP"), and 332.240 unvested share units under
the ESPP. In addition, as of that date Mr. Siebels held 1,608.08 unvested shares
of the Corporation's Common Stock under the Corporation's Key Employee Stock
Bonus Plan and 112 shares of Common Stock registered in his name.

Item 6.  Indemnification of Directors and Officers.

     Article IX of the By-Laws of the Corporation provides for indemnification 
of directors, officers and employees of the Corporation for expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement with respect 
to threatened, pending or completed actions, suits or proceedings to which such 
person may be a party, to the full extent permitted under the laws of the State 
of Delaware.  Under such laws, indemnification of such a person may be made if 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the Corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful.  With respect to suits by or in the right of the Corporation, such
person may not be indemnified if he has been adjudged to be liable for 
negligence or misconduct in the performance of his duty to the Corporation.

                                     II-2
In addition, Article X to the Corporation's Restated Certificate of 
Incorporation limits the right of stockholders of the Corporation, and the right
of the Corporation itself, to sue and recover from the directors monetary 
damages for acts of negligence, including gross negligence, for breach of the 
duty of care. The directors will not be liable for gross negligence in 
connection with, among other things, decisions made on a proposal for 
acquisition of the Corporation or its assets. Article X does not eliminate or 
limit a director's liability for: (i) breaches of the duty of loyalty to the 
Corporation or to its stockholders; (ii) acts or omissions not in good faith or 
involving intentional misconduct or a knowing violation of law; (iii) willfully 
or negligently paying or making unlawful dividends or unlawful stock repurchases
or redemptions; or (iv) engaging in transactions in which he receives any 
improper personal benefit. Article X does not eliminate liability for a director
acting in his capacity as an officer, preclude recovery against the directors in
actions brought by third parties or affect a director's liability under the 
Federal securities laws. In addition, the Corporation and its stockholders 
retain the right to pursue equitable remedies against the directors, such as an 
injunction or rescission of a contract.

     The Corporation has in effect a policy insuring itself, its subsidiaries 
and their respective directors and officers, to the extent they may be required 
or permitted to indemnify such officers or directors, against certain 
liabilities arising from acts or omissions in the discharge of their duties that
they shall become legally obligated to pay. The policy is for a period ending 
July 1, 1998, and provides a maximum coverage of $30,000,000 for a period of one
year and (subject to certain enumerated exclusions) covers 100% of all losses 
above the deductible amount of $1,000,000.

     The Corporation also has in effect indemnification agreements with each of 
its directors, which provide that such directors will be indemnified against 
expenses, judgments, penalties, fines and amounts paid in settlement of 
threatened, pending or completed actions, suits or proceedings to which any such
person is, or is threatened to be made, a party, to the fullest extent permitted
by applicable law as in effect from time to time. Such agreements also require 
the Corporation to advance all reasonable expenses incurred by a director in any
such proceeding provided that he undertakes to repay the amount advanced if it
is ultimately determined that he is not entitled to indemnification for such 
expenses. The agreements provide that upon the occurrence of a "change in 
control" (as defined therein) of the Corporation, the Corporation has the burden
of proof to establish that a director who has requested indemnification is not 
entitled to it.

                                     II-3
As permitted by the Employee Retirement Income Security Act of 1974, the 
Corporation has obtained a Corporate Fiduciary's Liability Insurance Policy 
covering all employees entrusted with fiduciary responsibilities under certain 
of the Company's employee welfare or benefit plans. The maximum coverage 
provided by this policy is an aggregate of $5,000,000 per year.

     The foregoing descriptions are general summaries only. Reference is made to
the full text of the Corporation's Certificate of Incorporation and Bylaws 
incorporated herein by reference.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits listed on the Index of Exhibits of this Registration Statement
are filed herewith or are incorporated herein by reference to other filings.

                                     II-4
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     1.  To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i)    To include any prospectus required by Section 10(a)(3) of the 
                Securities Act of 1933, as amended (the "Securities Act").

         (ii)   To reflect in the prospectus any facts or events arising after
                the effective date of the Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the Registration Statement.
                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) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective registration statement.

         (iii)  To include any material information with respect to the plan of
                distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.

         Provided, however, that paragraphs (i) and (ii) 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 Exchange Act
         that are incorporated by reference in the Registration Statement;

                                     II-5
2.  That, for the purpose of determining any liability under the Securities Act,
    each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof;

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

4.  That, for purposes of determining any liability under the Securities Act,
    each filing of the Registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act 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; and

5.  Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Commission such
    Indemnification is against public policy as expressed in the Securities Act
    and is, therefore, unenforceable. In the event that a claim for
    indemnification against such liabilities (other than the payment by the
    Registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant 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 Securities Act and will be governed by the
    final adjudication of such issue.

                                     II-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 has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Wilmington, State of Delaware on October 6, 1997.

                                            BENEFICIAL CORPORATION

                                            By /s/ James H. Gilliam, Jr.
                                               -------------------------
                                                 James H. Gilliam, Jr.
                                               Executive Vice President
                                                 and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on October 6, 1997.

     Signatures                       Titles                      Date        
     ----------                       ------                      ----        
                                                                              
          *                   Chairman of the Board           October 6, 1997.
------------------------   of Directors, Chief Executive                      
  Finn M.W. Caspersen         Officer and Director                            
                           (Principal Executive Officer)                      
                                                                              
          *                 Member of the Office of the       October 6, 1997. 
------------------------   President, First Vice President,
 Andrew C. Halvorsen     Chief Financial Officer and Director
                            (Principal Financial Officer)

          *                   Senior Vice President and       October 6, 1997.
------------------------        Controller (Principal
   Jonathan Macey               Accounting Officer)

          *                          Director                 October 6, 1997.
------------------------                       
  Robert J. Callander

          *                          Director                 October 6, 1997.
------------------------                       
  Robert C. Clark

          *                          Director                 October 6, 1997.  
------------------------                       
Leonard S. Coleman, Jr.

          *                          Director                 October 6, 1997.
------------------------                       
   David J. Farris

                                     II-7
/s/ James H. Gilliam, Jr.               Director                October 6, 1997
-------------------------
  James H. Gilliam, Jr.

           *                            Director                October 6, 1997
-------------------------
   Roland A. Hernandez

           *                            Director                October 6, 1997
-------------------------
    J. Robert Hillier

           *                            Director                October 6, 1997
-------------------------
     Gerald L. Holm

           *                            Director                October 6, 1997
-------------------------
     Thomas H. Kean

           *                            Director                October 6, 1997
-------------------------
      Steven Muller

           *                            Director                October 6, 1997
-------------------------
    Susan Julia Ross

           *                            Director                October 6, 1997
-------------------------
    Robert A. Tucker

           *                            Director                October 6, 1997
-------------------------
    Susan M. Wachter

           *                            Director                October 6, 1997
-------------------------
  Charles H. Watts, II
* James H. Gilliam, Jr., pursuant to Powers of Attorney (executed by each 
of the officers and directors indicated above) and filed as Exhibit 24 hereto, 
by signing his name hereto does hereby sign and execute this Registration 
Statement on behalf of each such officers and directors.

                                                /s/ James H. Gilliam, Jr.
                                                -------------------------
                                                  James H. Gilliam, Jr.

October 6, 1997

                                     II-8
INDEX OF EXHIBITS

Exhibit 4.1    Registrant's Restated Certificate of Incorporation, incorporated
               herein by reference to Exhibit 3.1 of Registrant's Annual Report
               on Form 10-K for the year ended December 31, 1994.

Exhibit 4.2    Registrant's Restated Bylaws, incorporated herein by reference to
               Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1990.

Exhibit 4.3    Beneficial Corporation BenShares Equity Participation Plan filed 
               herewith.  

Exhibit 5      Opinion of Scott A. Siebels with respect to the validity of the
               Common Stock being registered hereby in connection with the
               Beneficial Corporation Benshares Equity Participation Plan filed
               herewith.

Exhibit 23.1   Consent of Deloitte & Touche LLP, independent accountants to the 
               Corporation, filed herewith.

Exhibit 23.2   Consent of Scott A. Siebels, contained in this opinion filed as 
               Exhibit 5 hereto.

Exhibit 24     Powers of Attorney of certain and directors of the Corporation, 
               filed herewith.

                                     II-9