As filed with the Securities and Exchange Commission on April 23, 1996
                                                  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 EMPLOYEES' STOCK
               PURCHASE PLAN, AS AMENDED
       BENEFICIAL CORPORATION 1990 NON-QUALIFIED
                   STOCK OPTION PLAN                    
               (Full title of the plans)
     
                 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
     
                                          Proposed            
      Title of                            Maximum     Proposed
    Securities               Amount       Offering    Aggregate     Amount of
      To Be                  To Be        Price Per   Offering      Registration
    Registered               Registered   Share       Price         Fee

<TABLE>
<S>                            <C>          <C>           <C>            <C>
Common Stock, $1.00 par      1,500,000    $55.125     $ 82,687,500  $ 28,512.93 
value (Employees" Stock      Shares
Purchase Plan, As Amended)
   
Common Stock, $1.00 par      6,500,000    $55.125     $358,312,500  $123,556.03
value (1990 Non-Qualified    Shares
Stock Option Plan)
    
     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 Beneficial Corporation Employees' Stock
   Purchase Plan, As Amended.    

     *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 April 19, 1996, 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, 1995;
   
           (ii) The Corporation's Current Reports on Form 8-K dated
                January 29, 1996, March 11, 1996, March 12, 1996;  and 
	               April 22, 1996; and
   
          (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, Esq., 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 1990 Non-Qualified Stock Option Plan (the "Option 
   Plan") have been duly authorized by the Corporation and that, when issued 
   in accordance with the terms of the Option Plan, the shares will be 
   legally issued, fully paid and nonassessable.  Mr. Siebels is an officer 
   of the Corporation and is eligible to participate in the Option Plan and 
   the Beneficial Corporation Employees' Stock Purchase Plan ("ESPP").  As of
   April 23, 1996, he held unexercised stock options with respect to 8,000 
   shares, 1,125 of which are currently exercisable, of the Corporation's 
   Common Stock under the Option Plan, 332.4758 shares of the Corporation's 
   Common Stock under the ESPP, and 191.1102 unvested share units under the 
   ESPP.  In addition, as of that date Mr. Siebels held 1,206.69 unvested
   shares of the Corporation's Common Stock under the Corporation's Key Employee
   Stock Bonus Plan.
   
       
   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 persons 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 Company 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, 1996, 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.
   
   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
 
                             II-4



                 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;
   
       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


                              II-5


            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 meet
   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 April 22, 1996.
   
                                    BENEFICIAL CORPORATION
   
                                    By:                                        
                                        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 April 22, 1996.
   
       Signatures                 Titles                         Date


</TABLE>
<TABLE>
<S>                                 <C>                           <C>
/s/ Finn M. W. Caspersen    Chairman of the Board            April 22, 1996
Finn M.W. Caspersen         of Directors, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)
                                                                     
   
/s/ Andrew C. Halvorsen     Member of the Office of the      April 22, 1996
Andrew C. Halvorsen         President, First Vice President,
                            Chief Financial Officer and
                            Director (Principal Financial
                            Officer)
   
   
/s/Ronald E. Bombolis       Senior Vice President and         April 22, 1996
Ronald E. Bombolis          Controller (Principal
                            Accounting Officer)
   
                     
                                         II-7                


</TABLE>
<TABLE>
<S>                                <C>                            <C>
      *                     Director                          April 22, 1996
Charles W. Bower
   
   
      *                     Director                          April 22, 1996
Robert J. Callander
   

      *                     Director                          April 22, 1996   
Robert C. Cannada


      *                     Director                          April 22, 1996
Leonard S. Coleman, Jr.
   
   
      *                     Director                          April 22, 1996
David J. Farris
   
   
/s/ James H. Gilliam, Jr.   Director                          April 22, 1996
James H. Gilliam, Jr.
   
   
      *                     Director                          April 22, 1996
Roland A. Hernandez
   
   
      *                     Director                          April 22, 1996
J. Robert Hillier
   
   
      *                     Director                          April 22, 1996
Gerald L. Holm
   
   
      *                     Director                          April 22, 1996
Thomas H. Kean
   
   
      *                     Director                          April 22, 1996
Steven Muller
   

                                   II-8
   

</TABLE>
<TABLE>
<S>                               <C>                               <C>
      *                     Director                           April 22, 1996
Susan Julia Ross
   
   
      *                     Director                           April 22, 1996
Robert A. Tucker
   
   
      *                     Director                           April 22, 1996
Susan M. Wachter
   
   
      *                     Director                           April 22, 1996
Charles H. Watts, II
   
   
      *                     Director                           April 22, 1996
K. Martin Worthy
   
   
* By:   /s/ James H. Gilliam, Jr. 
        James H. Gilliam, Jr.
        Attorney-In-Fact
   
   
                Pursuant to the requirements of the Securities Act of 1933, the
   Administrator of the Beneficial Corporation Employees' Stock Purchase Plan 
   has duly caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Peapack, State of New
   Jersey on April 22, 1996.
   
   
                                    By:   /s/ Gordon H. Griffiths  
                                          Gordon H. Griffiths
                                          Administrator
   

                              II-9


                    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 Employees' Stock Purchase Plan,
                    As Amended, filed herewith.
   
   Exhibit 4.4      Beneficial Corporation 1990 Non-Qualified Stock Option
                    Plan, As Amended, incorporated herein by reference to
                    Exhibit 10(p) of the Registrant's Annual Report on Form
                    10-K for the year ended December 31, 1994.
   
   Exhibit 5        Opinion of Scott A.  Siebels with respect to the validity of
                    the Common Stock being registered hereby in connection
                    with the 1990 Non-Qualified Stock Option 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 his opinion filed
                    as Exhibit 5 hereto.
   
   Exhibit 24       Powers of Attorney of certain officers and directors of the
                    Corporation, filed herewith.
   
 
                                    II-10 


                                                                  EXHIBIT 4.3
   
                          BENEFICIAL CORPORATION
                 EMPLOYEES' STOCK PURCHASE PLAN, AS AMENDED
   
                              Introduction
   
           The purposes of the Beneficial Corporation Employees' Stock
   Purchase Plan, as amended (the "Plan"), are to encourage eligible employees 
   of the Company and certain of its subsidiaries, and non-employee directors of
   the Company, to acquire a greater personal interest in the success of the
   enterprise, and to encourage such employees to accumulate their savings 
   and to continue and advance in their employment.
   
                                SECTION I
   
                               Definitions
   
           1.1 "Account" means the account of a Participant described in
   Section 4.
   
           1.2 "Administrator" means the Board of Directors or such person
   or persons as the Board of Directors shall appoint to administer the Plan, as
   provided in Section 7.
   
           1.3 "Annual Compensation" of any
   
               (1) Employee Participant for any calendar year means (a) the 
   basic salary to be paid to such Employee Participant by a Participating 
   Company in such calendar year, based on his basic salary rate in effect on
   January 1 of the year (or, if his employment with a Participating Company 
   commenced during the year, based on his basic salary rate in effect on the
   date his employment commenced), provided, however, that such basic salary 
   shall not be reduced by amounts deferred, if any, pursuant to the 
   Beneficial Corporation Deferred Compensation Plan, plus (b) the "year-end 
   adjustment" effected in his salary or wages at or as of the end of the 
   previous calendar year, if any, provided, however, that, for purposes of 
   this Clause (1), Annual Compensation shall exclude overtime
   payments and any other additional compensation and employee benefits; and
   
               (2) Director Participant for any calendar year means the total
   amount of fees or similar compensation to be paid to such Director 
   Participant by the Company in such calendar year for services as a 
   director of the Company and/or a member of one or more committees of the 
   Board of Directors, based on the rate of such compensation in effect on 
   January 1 of such calendar year (or if his service as a director of the 
   Company commenced during the year, based on the rate of such compensation 
   on the date such service commenced); such term, however, excludes per diem
   payments received in connection with the performance of services as a 
   director and payments to be received as advances for or reimbursement of 
   specific expenses incident to such services.
   
           1.4 "Applicable Share Unit Credit" shall mean (i) in respect of
   stock dividends or stock splits resulting in a credit of Stock to a 
   Participant's Stock Account pursuant to Section 4.2(a)(1)(ii) hereof, such
   number of Share Units as will increase the total number of Share Units in 
   his Company Account in the same proportion as the increase in the total 
   number of shares of Stock in his Stock Account effected by the stock split
   or stock dividend, and (ii) in respect of shares of Stock purchased by the
   Broker with Participant Contributions and Company Deferral Contributions 
   (as defined at Section 1.7A) and credited to his Stock Account pursuant to
   Section 4.2(a)(1)(i) hereof, the credit to such Participant's
   Company Account of the applicable number of Share Units set forth below:
   
               (1) as to credits of Stock to the Stock Account of a Participant
   which are attributable to the first $2,000, or any portion thereof, of his 
   Participant Contributions, or Company Deferral Contributions to such 
   Account, made during a calendar year, 100% of the number of shares of 
   Stock so credited; and 

               (2) as to credits of Stock to the Stock Account of a Participant
   which are attributable to his Participant Contributions, or Company Deferral
   Contributions to such Account, made during such calendar year to the extent
   they exceed $2,000, 50% of the number of shares of Stock so credited.
   
           1.5  "Board of Directors" means the Board of Directors of the
   Company.
   
           1.6  "Broker" means the person appointed by the Administrator
   pursuant to Section 7 to perform the duties of Broker set forth herein.
   
           1.6A "Change in Control" shall mean a change in control of the
   Company that shall be deemed to have occurred if and when
   
               (i)  the Company shall cease to be a publicly owned
   corporation having at least 1,000 stockholders, or-
   
              (ii)  direct or indirect beneficial ownership of more than 30%
   of the Company's outstanding securities entitled to vote in elections of 
   directors shall be acquired by any person (as such term is used in 
   Sections 13 (d) and 14 (d) of the Securities and Exchange Act of 1934), or
   
             (iii)  a Business Combination (as defined in the Company's
   Restated Certificate of Incorporation, but excluding transactions to which
   only the Company and one or more Subsidiaries are parties) shall have 
   occurred; provided, however, that the events specified in clauses (i) and 
   (ii) shall not be deemed to be a Change in Control if the transaction or 
   transactions causing such change shall have been approved by the 
   affirmative vote of at least a majority of the Board of Directors of the 
   Company in office immediately prior to the Change in Control,
   and the event specified in clause (iii) shall not be deemed a Change in 
   Control if such Business Combination shall not have been approved by 
   two-thirds of the Continuing Directors (as defined in the Company's 
   Restated Certificate of Incorporation).
   
           1.7 "Company" means Beneficial Corporation.
   
           1.7A    "Company Deferral Contribution" means an amount contributed
   by the Company in cash with respect to an Employee Participant, as authorized
   pursuant to Section 4(ii)(a) of the Beneficial Corporation Deferred 
   Compensation Plan, adopted effective as of January 1, 1994, 
   as subsequently amended ("Deferred Plan").
   
           1.7B    "Contributions" shall mean collectively  Participant
   Contributions (as defined at Section 1.14) and Company Deferral 
   Contributions.
   
           1.8  "Director Participant" means any person who is an Eligible
   Director and who has elected to participate in the Plan under Section 2.
   
           1.9  "Eligible Director" means any person now or hereafter serving
   as a duly elected member of the Board of Directors, other than a person who 
   at the time is an Eligible Employee. 
   
           1.10 "Eligible Employee" means any person now or hereafter in the
   employ and on the payroll of a Participating Company, but excludes:
   
               (a) Any person employed in a position lower than the position
   of Manager who has been employed by a Participating Company for an aggregate
   of less than one year;
   
               (b) Any person whose customary employment with such
   Participating Company is less than twenty hours in one week.
   
               (c) On and after the earlier of January 1, 1986 and the
   Western Auto Closing Date, any employee of the Western Auto Companies.
   
           1.11  "Employee Participant" means any person who is an eligible
   Employee and who has elected to participate in the Plan under Section 2.2,
   or who is deemed to have elected to participate pursuant to Section 2.3.
   
           1.12  "Manager" means (a) the employee in charge of (i) a loan office
   of a Participating Company in the Company's Finance Division or (b) a person
   performing substantially the same functions, or functions of substantially
   equivalent responsibility, as a person described in cause (a) and whom the
   Administrator has designated a "Manager" for purposes of the Plan.
   
           1.13  "Participant" means a Director Participant or an Employee
   Participant, as the context shall indicate.
   
           1.14  "Participant Contribution" means (1) in the case of an
   Employee Participant, a payroll deduction or a cash contribution by such
   Participant, and (2) in the case of a Director Participant, a cash 
   contribution by such Participant, in all cases as provided in Sections 2 
   and 3.
   
           1.15  "Participating Company" means (a) the Company, (b) on and
   after the Western Auto Closing Date, each of the Western Auto Companies, and
   (c) any corporation with respect to which both of the following conditions
   apply: (i) the Company is the owner, directly or indirectly, of more than 
   50% of the shares of such corporation having the right to vote at its 
   annual stockholders' or comparable meeting, and (ii) the Board of 
   Directors has, by resolution, designated it as "Participating Company" 
   under the Plan.
   
           1.16  "Stock" means the Common Stock of the Company.
   
           1.17  "Western Auto Closing Date" means the date on which the
   closing of the sale by the Company of all of the issued and outstanding 
   stock of Western Auto Companies to one or more of Wesray Automotive, Inc. 
   and its affiliates shall occur pursuant to an agreement among the Company,
   Western Auto Supply Company, Inc., and one or more of such other entities.
   
           1.18  "Western Auto Companies" means Western Auto Supply
   Company and its subsidiaries.
   
   
                               SECTION 2
   
   Participation of Eligible Employees and Eligible Directors
   
           2.1 Conditions of Eligibility. Any person who on or after the
   effective date of the Plan is an Eligible Employee and any person who on or 
   after May 1, 1979 is an Eligible Director, shall be eligible to become a 
   Participant in the Plan.  A person who ceases to be an Eligible Employee 
   shall cease to be eligible to make further Participant Contributions, or 
   to have further Company Deferral Contributions made to his Account, and a 
   person who ceases to be an Eligible Director shall cease to be eligible to
   make further Participant Contributions, but, subject to the provisions of 
   Section 5, they shall otherwise be entitled to continue to be a Participant.
   
           2.2 Election to Participate.  Participation of any Eligible Employee
   or Eligible Director in the Plan shall be entirely voluntary, subject to 
   Section 2.3 hereof. Subject to Section 3, an Eligible Employee and an 
   Eligible Director may elect to participate in the Plan by delivering to 
   the Administrator a notice of election to participate, together with (a) a
   cash contribution, or (b) in the case only of an Eligible employee, a 
   payroll deduction authorization on a form prescribed by the Administrator 
   or both a cash contribution and such authorization.  Payroll deductions 
   for Eligible Employees will commence as soon as practicable after the
   Administrator has received such notice and authorization.
   
           2.3 Mandatory Participation.  An Eligible Employee shall be
   deemed to have elected to participate in the Plan upon the receipt by the
   Administrator of a Company Deferral Contribution to such Eligible Employee's
   Account pursuant to Section 3.5 hereof.
   
  
                                SECTION 3
   
                              Contributions
            
           3.1 Amount of Contributions.  An Employee  Participant may elect
   to contribute through periodic payroll deductions or cash contributions an
   aggregate amount which, together with all Company Deferral Contributions made
   to his Account shall not in any calendar year exceed 30% of his Annual
   Compensation.  A Director Participant may elect to contribute through cash
   contributions, an aggregate amount which shall not in any calendar year 
   exceed 30% of his Annual Compensation.
   
           3.2 Periodic Payroll Deductions.  An Employee Participant's
   payroll deductions for any period shall be made in a whole dollar amount 
   which shall not be less than 1% nor greater than 30% of the pro rata 
   portion of his Annual Compensation allocable to such period.
   
           3.3 Deduction Adjustments.  Subject to Sections 3.1 and 3.2, an
   Employee Participant may twice during a calendar year change the amount of 
   his payroll deduction by delivering to the Administrator a payroll 
   deduction change authorization.  The payroll deduction change shall be 
   made as soon as practicable after the Administrator has received such 
   authorization.
   
           3.4 Cash Contributions.  Subject to Section 3.1, a Participant may
   twice during a calendar year make a cash contribution by delivering to the
   Administrator a check payable to Beneficial Management Corporation or such
   other payee as the Administrator may specify.
   
           3.5 Company Deferral Contributions.  Subject to the terms of the
   Deferred Plan, the Company may from time to time make Company Deferral
   Contributions to the accounts of Employee Participants.  Such cash 
   contributions shall be made by delivery to the Administrator of a check 
   made payable to Beneficial Management Corporation, or by such other form 
   of funds transfer as may be acceptable to the Administrator.
   
           3.6 Contributions Remitted To Broker.  Contributions made by
   payroll deduction shall be remitted as soon as practicable following the 
   end of the month in which they are withheld.  Contributions made by a 
   Participant's cash contribution or by Company Deferral Contribution shall 
   be remitted by the Administrator to the Broker as soon as practicable.
   
   
                                  SECTION 4
   
                            Participants' Accounts
   
   
           4.1 Purchase of Stock by Broker.  As soon as practicable after
   receipt by the Broker of Participant Contributions or Company Deferral
   Contributions, the Broker shall apply such funds to purchase at prevailing 
   market prices the number of shares of Stock which can be purchased with 
   such funds (exclusive of any charges for brokerage fees and stock transfer
   taxes); provided, however, that the Broker shall limit the daily volume 
   and prices of such purchases as required by regulations of the Securities 
   and Exchange Commission, if applicable, and otherwise to the extent it 
   deems necessary or advisable.  The Company shall promptly pay to the 
   Broker the brokerage charges and any stock transfer taxes charged in 
   connection with the purchases of Stock make by the Broker pursuant to the 
   Plan.
   
           4.2 Accounts.  
   
               (a) The Broker shall maintain for each Participant an Account
   which shall be comprised of a "Stock Account" and a "Company Account".  As of
   the beginning of each month in which the Broker has made purchases of Stock
   pursuant to Section 4.1, he shall credit a Participant's (1) Stock Account 
   with (i) such number of shares (including fractional shares) of Stock as 
   bears the same proportion to the total number of shares purchased during 
   such month as the Participant's Contributions applied toward such 
   purchases bears to the aggregate of all Contributions so applied, and (ii)
   stock dividends or stock splits received with respect to Stock in such 
   Stock Account, and (2) Company Account with a number of "Share Units" 
   equal to the applicable Share Unit Credit in respect of the shares
   of Stock so credited to such Stock Account.  Share units shall not entitle a
   Participant to any rights of a shareholder of the Company.  
   
               (b) Subject to Section 4.3(c) hereof, as of the date on which
   any Share Units in a Participant's Company Account have vested pursuant to
   Section 5.1, or, as to Share Units in an Employee Participant's Deferral 
   Company Account (as defined at Section 4.3(b) hereof), the date on which 
   the earlier of (1) the expiration of a period of three years after the 
   date as of which they were credited or (2) such Employee Participant's 
   termination of employment for any of the reasons specified in  clauses 
   (a), (b), (c) or (e) of the first sentence of Section 5.2 has occurred, 
   (i) the Broker shall credit such Company Account with a number
   of shares of Stock equal to the number of such Share Units, and shall 
   retire from the Company Account such Share Units, and (ii) the Company 
   shall contribute to the Company Account a number of shares of Stock equal 
   to the number of shares credited to such account; provided, however, that 
   such contribution of shares by the Company shall be reduced by any amounts
   which the Company is required by law to withhold.
   
           4.3 Segregation of Certain Accounts.
   
               (a) In the event that a Company Deferral Contribution is
   made with respect to an Employee Participant, the Broker shall credit shares
   to the Stock Account of such Employee Participant pursuant to Section 
   4.2(a)(1) hereof, provided, however that the credit for shares of Stock 
   relating to such Company Deferral Contribution shall be segregated from 
   those relating to Participant Contributions, with the records of such 
   Employee Participant's Stock Account comprised of a "Participant 
   Contribution Stock Account" and a "Company Deferral Stock Account". 
   
               (b) In the event that a Company Deferral Contribution is
   made with respect to an Employee Participant, the Broker shall credit Share 
   Units to the Company Account of such Employee Participant pursuant to Section
   4.2(a)(2) hereof, provided, however that the credit for Share Units relating
   to such Company Deferral Contribution shall be segregated from those 
   relating to Participant Contributions, with the records of such Employee 
   Participant's Company Account comprised of a "Participant Contribution 
   Company Account" and a "Deferral Company Account".  
   
               (c) If an Employee Participant's Company Account is
   segregated pursuant to Section 4.3(b) hereof, then upon the exchange of Share
   Units for shares of Stock pursuant to Section 4.2(b), the resulting shares of
   Stock shall be credited to his Participant Contribution Company Account or
   Deferral Company Account, as the case may be, in accordance with the 
   character of such exchanged Share Units.
   
           4.4 Cash Dividends.  Each Participant shall be entitled to receive a
   cash dividend with respect to the total number of shares of Stock which on 
   the record date for payment of such cash dividend were in fact held in his
   Account (excluding shares of Stock credited to his Company Deferral Stock 
   Account or Deferral Company Account), regardless of the date as of which 
   such shares were credited.  Each Participant shall also be entitled to 
   receive an amount equal to the cash dividend that would have been payable 
   to such Participant had he been, on the record date for payment of such 
   cash dividend, the owner of a number of shares of Stock equal to the 
   number of Share Units in fact credited to his Company Account (excluding 
   the Share Units held in his Deferral Company Account),
   regardless of the date as of which such Share Units were credited.
   
           4.5 Dividend Reinvestment.  The cash dividend with respect to the
   total number of shares of Stock which on the record date for payment of such
   cash dividend were in fact held in an Employee Participant's Company 
   Deferral Stock Account or Deferral Company Account, regardless of the date
   as of which such shares were credited, shall be forwarded to the Broker by
   the Company.  An amount equal to the cash dividend that would have been 
   payable to an Employee Participant had he been, on the record date for 
   payment of such cash dividend, the owner of a number of shares of Stock 
   equal to the number of Share Units in fact credited to his Deferral 
   Company Account, regardless of the date as of which such Share Units were
   credited, shall also be forwarded to the Broker by the Company. 
   Such funds shall be applied by the Broker to purchase shares of Stock, 
   consistent with Section 4.1 hereof.  The Broker shall credit such Employee
   Participant's Company Deferral Stock Account with such shares of Stock 
   consistent with Section 4.2(a)(1)(i) hereof.  No Share Units shall be 
   credited to such Employee Participant pursuant to Section 4.2(a)(2) with 
   respect to shares of Stock purchased and credited pursuant to this Section
   4.5.  Amounts forwarded to the Broker pursuant to this Section 4.5 shall 
   not reduce the amount of Contributions available to the Employee 
   Participant, as restricted pursuant to Section 3.1.
   
           4.6 Records.  The Broker shall keep or cause to be kept all such
   books of account, records and other data as may be necessary or advisable in
   its judgment for the performance of its duties hereunder, and shall 
   furnish to the Company or to Participants such books of account, records 
   and other data as the Company may reasonably request or as may otherwise
   be required by law.
   
           4.7 Certificates of Stock.  Unless otherwise provided by the
   Company, the Broker shall have custody of the certificate or certificates
   representing the undistributed shares of Stock held in all Participants' 
   Accounts under the Plan, and the Broker may register such certificate or 
   certificates in its own name.
   
   
                                SECTION 5
   
                               Forfeitures
                              
           5.1 Vesting.  Shares of Stock held for a Participant in his Account,
   other than shares of Stock held in his Company Deferral Stock Account or 
   in his Deferral Company Account (collectively, "Deferral Shares"), shall 
   at all times be fully vested in him and not be subject to forfeiture.  
   Deferral Shares held for an Employee Participant shall not be vested until
   the date of his termination of employment for the reasons specified in 
   clauses (a), (b), (c) or (e) of the first sentence of such Section 5.2.  
   Each Share Unit credited to his Company Account (excluding Share units 
   credited to his Deferral Company Account) shall vest upon the earlier to 
   occur of (a) the expiration of a period of three years after the date as
   of which it was so credited, (b) (1) in the case of an Employee 
   Participant, the date of termination of his employment for any of the 
   reasons specified in clauses (a), (b), (c), or (d) of the first sentence 
   of Section 5.2 (subject, with respect to said clause (d) to the additional
   conditions specified therein) or (2) in the case of a Director 
   Participant, the date on which he ceases to serve as a director of the
   Company for any of the reasons specified in clauses (a), (b) or (c) of the
   first sentence of Section 5.3 or (c) in the case of unvested share units 
   of a Participant who shall have been an employee of one of the Western 
   Auto Companies on the Western Auto Closing Date, to the extent that such 
   unvested share units both were credited to his Company Account as a result
   of Participant Contributions made by him pursuant to the Plan, and 
   received by the Administrator, on or before June 6, 1985 and continue to 
   be so credited on the Western Auto Closing Date.
   
           Notwithstanding the foregoing provisions of this Section 5.1, (a) all
   Share Units credited to the Company Account of an Employee Participant who
   becomes a Director Participant during any calendar year shall become subject
   to the vesting and forfeiture provisions of Section 5.3; and (b) all Share
   Units credited to the Company Accounts of Participants in the Plan and all
   Deferral Shares shall be vested on such date, if any, as the Board of 
   Directors, in a resolution duly adopted by a majority of its members, 
   shall designate for such purpose following a public announcement by any 
   person or other entity of its intention to effect a (i) tender offer for 
   any outstanding voting stock of the Company, or (ii) a transaction which 
   would constitute a "Business Combination" as defined in the Company's 
   Restated Certificate of Incorporation.  The provisions of the preceding 
   sentence shall extend to all Share Units so credited in respect of
   shares of Stock credited to Participants' Stock Accounts which are 
   attributable to Participant Contributions or Company Deferral 
   Contributions made on or before the date on which such resolution is 
   adopted, as well as to Deferral Shares credited on or before such date.
           
       5.1(A) Effective December 20, 1986, unvested share units credited to a
   Participant's Company Account resulting from cash contributions made by the
   Participant and received by the Plan Administrator prior to December 20, 
   1986, and contributions made by payroll deductions prior to January 1, 
   1987, shall vest in the account of Participants who no longer are 
   participating employees as a result of their involuntary termination of 
   employment where such involuntary termination is a direct result of 
   Beneficial Corporation's announced Plan to "restructure" the
   Company, resulting in the involuntary loss of employment for Plan members of
   Beneficial Corporation and participating Plan subsidiaries.
   
       5.2    Termination of Employment.  Upon the termination of an Employee
   Participant's employment with a Participating Company other than by reason
   of (a) his death; (b) his retirement (i) upon attaining age 65 or (ii) due
   to his total and permanent disability; (c) termination of his employment 
   after he has attained age 55 but before he attains age 65 excluding (i) a 
   voluntary termination of employment by him and (ii) termination of his 
   employment by the Company for cause; (d) in the case only of an Employee 
   Participant who shall be an employee of one of the Western Auto Companies 
   on or after the Western Auto closing Date, termination of his employment 
   with such company during the period commencing on the Western Auto Closing
   Date and ending at the completion of three years following such date, 
   excluding (i) a voluntary termination of employment by him
   and (ii) termination of his employment by such company by reason of gross
   negligence or wilful misconduct; or (e) termination within three years 
   following a Change in Control, excluding termination of his employment by 
   such company by reason of gross negligence or wilful misconduct, he shall 
   forfeit all Share Units then credited to his Company Account, subject to 
   the final sentence of this Section 5.2.  Upon the termination of his 
   employment other than by reason of the events described at clauses (a),
   (b),(c) or (e) above, he shall forfeit all Deferral Shares,
   subject to the final sentence of this Section 5.2.  Upon termination of his
   employment for any of the foregoing specified reasons (subject, with 
   respect to clause (d) of the preceding sentence, to the additional 
   conditions specified therein), Share Units credited to his Company Account
   shall be immediately vested in him.  Upon the termination of his 
   employment for the reasons specified at clauses (a), (b), (c) or (e) 
   above, all Deferral Shares shall be immediately vested in him.  The
   Administrator (as defined for these purposes at Section 7.1 hereof) may, 
   in its sole and absolute discretion, waive the forfeitures (and direct 
   that vesting occur) specified in this Section 5.2 based upon such 
   circumstances as it deems appropriate, as to Share Units or Deferral 
   Shares credited after March 21, 1994 only.
   
       5.3    Termination of Services as a Director.  Upon termination of a
   Director Participant's services as a director of the Company, other than 
   by reason of (a) his death, (b) his resignation from the Board of 
   Directors (i) upon attaining age 75 or a greater age or (ii) due to his 
   total and permanent disability, or (c) termination of his services as a 
   director of the Company after attaining age 55 but before attaining age 
   75, if on the date of such termination the sum of his age and
   continuous service as a director of the Company equals or exceeds 75 years,
   excluding (i) a voluntary termination of his services as a director, or 
   (ii) removal from office for cause pursuant to the Company's Certificate 
   of Incorporation or By-Laws as the same may from time to time be in 
   effect, he shall forfeit all Share Units then credited to his Company 
   Account.  Upon termination of his services as a director of the Company 
   for any of the foregoing specified reasons, Share Units
   credited to his Account shall be immediately vested in him.
   
       5.4    Withdrawals.  A participant who withdraws vested shares held for
   him in his Stock Account with respect to which Share Units are then
   credited to his Company Account shall forfeit Share Units in the order in 
   which they were credited to his Company Account (excluding for these 
   purposes Share Units credited to his Deferral Company Account), beginning 
   with the earliest credited Share Unit.  Applying such order, each such 
   Share Unit shall be forfeited at the same rate relative to Stock being 
   withdrawn from the Participant's Stock Account as the rate at which such 
   Share Unit was originally credited, relative to Stock credited to such Stock
   Account.
   
 
                                    SECTION 6
   
                                  Distributions
      
       6.1    Withdrawals.  Subject to Section 5.4, a Participant has the right
   upon thirty days' written notice to the Administrator to withdraw any or 
   all of the vested shares of Stock held for him in his Account.  If he 
   chooses to withdraw fewer than all of the shares in his Account, he shall 
   specify to the Administrator the particular shares that are to be withdrawn.
   
       6.2    Manner of Distribution.  Distribution of vested shares of Stock 
   held in a Participant's Company Account, together with the vested shares 
   held in his Stock Account to which they are attributable, shall be made to
   such Participant or to his Estate as soon as practicable after the 
   Administrator receives a written request for distribution; provided, 
   however, that any vested shares held in his Account at the date of 
   termination of his employment or services as a director shall
   be distributed as promptly as practicable.  Cash shall be paid in lieu of 
   fractional shares.
   
       6.3    Right to Distribution.  The right of a Participant to receive a
   distribution of shares of Stock held for him under the Plan shall not be 
   transferable other than by will or the laws of descent and distribution, 
   shall be exercisable during the Participant's lifetime only by such 
   Participant or by his guardian or legal representative, or, upon his 
   death, by his Estate, and neither the Administrator nor the Broker shall 
   be required to recognize claims thereto by any other parties.
   
   
                                  SECTION 7
   
                          Administration of the Plan
   
       7.1    Administration.  The Plan shall be administered by the Board of
   Directors or by such person or persons as the Board of Directors shall, by
   resolution, appoint as Administrator, provided, however, that for purposes
   of the actions described at the final sentence of Section 5.2, such 
   administration shall be solely by the Board of Directors, acting through 
   those of its members who qualify as "disinterested persons" within the 
   meaning of Rule 16b-3 of the Exchange Act of 1934, as amended from time to
   time, or by the Compensation Committee of such Board of Directors, acting 
   through those of its members who qualify as such "disinterested persons."
   The Board of Directors in its discretion may remove any person or persons 
   from the position of Administrator at any time without assigning
   any reason therefor.
   
       7.2    Duties of Administrator.  The Administrator shall be charged with
   the administration of the Plan and shall decide all questions arising in the
   administration, interpretation and application of the Plan, including all 
   questions of eligibility.  The decisions of the Administrator shall be 
   conclusive and binding on all parties.
   
       7.3    Broker.  The Administrator shall appoint a person to carry out the
   duties of Broker set forth herein.  The Administrator shall have full power 
   to determine the period during which any person shall serve as Broker and in 
   its discretion may remove any such person from the position of Broker at 
   any time without assigning any reason therefor.  The Company shall pay to 
   the Broker such compensation for its services hereunder as shall be 
   mutually agreed upon by the Administrator and the Broker.
   
   
                                    SECTION 8
   
                                     Voting
   
       8.1    Voting Rights.  Each Participant shall have the right to instruct
   the Broker as to the method of voting at any meeting of the shareholders of 
   the Company the number of full shares of Stock which were in fact held in his
   Account on the record date for such meeting of shareholders, regardless of
   the date as of which such shares were credited.  In the absence of 
   instructions from a Participant, the Broker shall not have the right to 
   vote such shares of Stock.
   
   
                                   SECTION 9
   
                      Amendment and Termination of the Plan
   
       9.1    Amendment and Termination.  It is the expectation of the Company
   that it will continue the Plan indefinitely, but it reserves the right, by 
   action of the Board of Directors, to amend, suspend or terminate it at any
   time; provided, however, that no such action shall affect the rights of a 
   Participant with respect to the shares of Stock then held for him in his 
   Account or the Share Units then credited to his Account.
   
   
   
                                                                   EXHIBIT 5 
                         
                                                April 18, 1996
   
   
   Beneficial Corporation
   One Christina Centre
   301 North Walnut Street
   Wilmington, Delaware  19801
   
   Ladies and Gentlemen:
   
       Reference is made to the Registration Statement on Form S-8 
   ("Registration Statement") of Beneficial Corporation (the "Corporation") 
   related to the registration of 6,500,000 shares of the Corporation's 
   common stock, par value $1.00 per share ("Common Stock"), which are to be 
   offered pursuant to awards granted or to be granted under the Beneficial 
   Corporation 1990 Non-Qualified Stock Option Plan (the "Plan").
   
       I have been requested to furnish an opinion to be included as Exhibit 5 
   to the Registration Statement.  In conjunction with the furnishing of this 
   opinion, I have examined such corporate documents and have made such 
   investigation of matters of fact and law as I have deemed necessary to 
   render this opinion.
   
       Based upon such examination and investigation, and upon the assumption
   that there will be no material changes in the documents examined and matters
   investigated, I am of the opinion that the 6,500,000 shares of Common Stock
   referred to above have been duly authorized by the Corporation and that, when
   issued in accordance with the terms of the Plan, will be legally issued, 
   fully paid and nonassessable.
   
       I consent to the filing of this opinion as Exhibit 5 to the Registration
   Statement.
   
                                      Very truly yours,
   
                                      /s/ Scott A. Siebels
                                      Scott A. Siebels
                                      Vice President, Corporate
                                        Secretary and Associate
                                           Counsel
   



                                                              EXHIBIT 23.1
   
                   CONSENT OF INDEPENDENT ACCOUNTANTS
   
   
   We consent to the incorporation by reference in this Registration Statement 
 of Beneficial Corporation on Form S-8 of our report dated January 29, 1996,
 appearing in the Annual Report on Form 10-K of Beneficial Corporation for the
 year ended December 31, 1995.
   
   
   
   Parsippany, New Jersey
   April 12, 1996


                                                               EXHIBIT 24                    
   
                             POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES
   W. BOWER, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
   plan interests in the Beneficial Corporation Employees' Stock Purchase
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                   /s/Charles W. Bower      
                                    CHARLES W. BOWER
   
      

                                                                 EXHIBIT 24
   
                               POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT J.
   CALLANDER, a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   
   
                                   /s/ Robert J. Callander      
                                    ROBERT J. CALLANDER
      


                                                                 EXHIBIT 24
   
                           POWER OF ATTORNEY
    
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT C.
   CANNADA, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                   /s/ Robert C. Cannada      
                                    ROBERT C. CANNADA
      


                                                             EXHIBIT 24
   
                         POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, LEONARD
   S. COLEMAN, JR., a Director of Beneficial Corporation, a corporation 
   organized under the laws of the State of Delaware (the "Corporation"), 
   hereby constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. 
   and RONALD E. BOMBOLIS, and each of them (with full power of each of them 
   to act alone), my true and lawful attorneys-in-fact and agents with full 
   power of substitution and resubstitution, for me and on my behalf and in 
   my name, place and stead, in any and all capacities, to sign, execute and 
   file with the Securities and Exchange Commission (or any other 
   governmental or regulatory authority), a Registration Statement on Form 
   S-8 (or any other appropriate form), and any and all amendments (including
   post-effective amendments) thereto, with all exhibits and any and all 
   documents required to be filed with respect thereto, relating to the
   registration under the Securities Act of 1933, as amended, of 8,000,000 
   shares of the Corporation's Common Stock authorized to be issued or sold 
   pursuant to the Beneficial Corporation 1990 Non-Qualified Stock Option 
   Plan and the Beneficial Corporation Employees' Stock Purchase Plan, as 
   amended, and of plan interests in the Beneficial Corporation Employees' 
   Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
   each of them, full power and authority to do and to perform each and every
   act and thing requisite and necessary to be done in order to effectuate 
   the same as fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                   /s/ Leonard S.Coleman, Jr.         
                                       LEONARD S. COLEMAN, JR.



                                                                   EXHIBIT 24
   
                            POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, DAVID J.
   FARRIS, a Director of Beneficial Corporation, a corporation organized under 
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and stead,
   in any and all capacities, to sign, execute and file with the Securities and
   Exchange Commission (or any other governmental or regulatory authority), a 
   Registration Statement on Form S-8 (or any other appropriate form), and any 
   and all amendments (including post-effective amendments) thereto, with all 
   exhibits and any and all documents required to be filed with respect thereto,
   relating to the registration under the Securities Act of 1933, as amended, of
   8,000,000 shares of the Corporation's Common Stock authorized to be issued
   or sold pursuant to the Beneficial Corporation 1990 Non-Qualified Stock 
   Option Plan and the Beneficial Corporation Employees' Stock Purchase Plan,
   as amended, and of plan interests in the Beneficial Corporation Employees'
   Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
   each of them, full power and authority to do and to perform each and every
   act and thing requisite and necessary to be done in order to effectuate 
   the same as fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
   done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                    /s/ David J. Farris     
                                    DAVID J. FARRIS



                                                                   EXHIBIT 24
   
                                POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROLAND A.
   HERNANDEZ, a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with 
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase Plan, 
   as amended, granting unto said attorneys-in-fact, and each of them, full 
   power and authority to do and to perform each and every act and thing 
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
   of April, 1996. 
   
   
                                 /s/ Roland A. Hernandez  
                                 ROLAND A. HERNANDEZ                



                                                                EXHIBIT 24

               
                            POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, J. ROBERT
   HILLIER, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and stead,
   in any and all capacities, to sign, execute and file with the Securities and
   Exchange Commission (or any other governmental or regulatory authority), a
   Registration Statement on Form S-8 (or any other appropriate form), and any 
   and all amendments (including post-effective amendments) thereto, with all 
   exhibits and any and all documents required to be filed with respect thereto,
   relating to the registration under the Securities Act of 1933, as amended, of
   8,000,000 shares of the Corporation's Common Stock authorized to be issued or
   sold pursuant to the Beneficial Corporation 1990 Non-Qualified Stock Option 
   Plan and the Beneficial Corporation Employees' Stock Purchase Plan, as 
   amended, and of plan interests in the Beneficial Corporation Employees' 
   Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
   each of them, full power and authority to do and to perform each and every
   act and thing requisite and necessary to be done in order to effectuate 
   the same as fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                    /s/ J. Robert Hillier      
                                    J. ROBERT HILLIER
      


                                                                  EXHIBIT 24
   
                            POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, GERALD L.
   HOLM, a Director of Beneficial Corporation, a corporation organized under the
   laws of the State of Delaware (the "Corporation"), hereby constitute and 
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and stead,
   in any and all capacities, to sign, execute and file with the Securities and
   Exchange Commission (or any other governmental or regulatory authority), a 
   Registration Statement on Form S-8 (or any other appropriate form), and 
   any and all amendments (including post-effective amendments) thereto, with
   all exhibits and any and all documents required to be filed with respect 
   thereto, relating to the registration under the Securities Act of 1933, as
   amended, of 8,000,000 shares of the Corporation's Common Stock authorized 
   to be issued or sold pursuant to the Beneficial Corporation 1990 
   Non-Qualified Stock Option Plan and the Beneficial Corporation Employees' 
   Stock Purchase Plan, as amended, and of plan interests in the Beneficial 
   Corporation Employees' Stock Purchase Plan, as amended, granting
   unto said attorneys-in-fact, and each of them, full power and authority to do
   and to perform each and every act and thing requisite and necessary to be 
   done in order to effectuate the same as fully to all intents and purposes as
   I might or could do if personally persent, hereby ratifying and confirming 
   all that said attorneys-in-fact and agents, or any of them, may lawfully 
   do or cause to be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   

                                    /s/ Gerald L. Holm   
                                    GERALD L. HOLM
   


                                                                  EXHIBIT 24
   
                               POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, THOMAS H.
   KEAN, a Director of Beneficial Corporation, a corporation organized under the
   laws of the State of Delaware (the "Corporation"), hereby constitute and 
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and 
   stead, in any and all capacities, to sign, execute and file with the 
   Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
   of April, 1996. 
   
   
                                    /s/ Thomas H. Kean    
                                    THOMAS H. KEAN
      


                                                                  EXHIBIT 24
   
                           POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, STEVEN
   MULLER,  a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with 
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
   of April, 1996. 
   
   
                                     /s/ Steven Muller    
                                     STEVEN MULLER


                                                                  EXHIBIT 24
   
                              POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN
   JULIA ROSS, a Director of Beneficial Corporation, a corporation organized 
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with 
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                     /s/ Susan Julia Ross    
                                     SUSAN JULIA ROSS



                                                                  EXHIBIT 24
                    
                           POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT A.
   TUCKER, JR., a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   
   
                                    /s/ Robert A. Tucker       
                                    ROBERT A. TUCKER



                                                                   EXHIBIT 24
   
                             POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN M.
   WACHTER, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                    /s/Susan M. Wachter      
                                    SUSAN M. WACHTER


                                                                   EXHIBIT 24
   
                              POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES
   H. WATTS, II, a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase Plan,
   as amended, granting unto said attorneys-in-fact, and each of them, full 
   power and authority to do and to perform each and every act and thing 
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   
   
   
                                     /s/ Charles H. Watts, II      
                                    CHARLES H. WATTS, II


   
                                                               EXHIBIT 24
   
                             POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, K. MARTIN
   WORTHY, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
   done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 16th day
   of April, 1996. 
   
   
   
                                    /s/ K. Martin Worthy                     
                                    K. MARTIN WORTHY
   
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 92627}]
{"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": "333-02737", "film-number": "96549604"}, "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 April 23, 1996
                                                  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 EMPLOYEES' STOCK
               PURCHASE PLAN, AS AMENDED
       BENEFICIAL CORPORATION 1990 NON-QUALIFIED
                   STOCK OPTION PLAN                    
               (Full title of the plans)
     
                 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
     
                                          Proposed            
      Title of                            Maximum     Proposed
    Securities               Amount       Offering    Aggregate     Amount of
      To Be                  To Be        Price Per   Offering      Registration
    Registered               Registered   Share       Price         Fee
Common Stock, $1.00 par      1,500,000    $55.125     $ 82,687,500  $ 28,512.93 
value (Employees" Stock      Shares
Purchase Plan, As Amended)
   
Common Stock, $1.00 par      6,500,000    $55.125     $358,312,500  $123,556.03
value (1990 Non-Qualified    Shares
Stock Option Plan)
    
     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 Beneficial Corporation Employees' Stock
   Purchase Plan, As Amended.    

     *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 April 19, 1996, 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, 1995;
   
           (ii) The Corporation's Current Reports on Form 8-K dated
                January 29, 1996, March 11, 1996, March 12, 1996;  and 
	               April 22, 1996; and
   
          (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, Esq., 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 1990 Non-Qualified Stock Option Plan (the "Option 
   Plan") have been duly authorized by the Corporation and that, when issued 
   in accordance with the terms of the Option Plan, the shares will be 
   legally issued, fully paid and nonassessable.  Mr. Siebels is an officer 
   of the Corporation and is eligible to participate in the Option Plan and 
   the Beneficial Corporation Employees' Stock Purchase Plan ("ESPP").  As of
   April 23, 1996, he held unexercised stock options with respect to 8,000 
   shares, 1,125 of which are currently exercisable, of the Corporation's 
   Common Stock under the Option Plan, 332.4758 shares of the Corporation's 
   Common Stock under the ESPP, and 191.1102 unvested share units under the 
   ESPP.  In addition, as of that date Mr. Siebels held 1,206.69 unvested
   shares of the Corporation's Common Stock under the Corporation's Key Employee
   Stock Bonus Plan.
   
       
   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 persons 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 Company 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, 1996, 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.
   
   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
 
                             II-4

                 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;
   
       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

                              II-5

            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 meet
   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 April 22, 1996.
   
                                    BENEFICIAL CORPORATION
   
                                    By:                                        
                                        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 April 22, 1996.
   
       Signatures                 Titles                         Date
/s/ Finn M. W. Caspersen    Chairman of the Board            April 22, 1996
Finn M.W. Caspersen         of Directors, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)
                                                                     
   
/s/ Andrew C. Halvorsen     Member of the Office of the      April 22, 1996
Andrew C. Halvorsen         President, First Vice President,
                            Chief Financial Officer and
                            Director (Principal Financial
                            Officer)
   
   
/s/Ronald E. Bombolis       Senior Vice President and         April 22, 1996
Ronald E. Bombolis          Controller (Principal
                            Accounting Officer)
   
                     
                                         II-7
*                     Director                          April 22, 1996
Charles W. Bower
   
   
      *                     Director                          April 22, 1996
Robert J. Callander
   

      *                     Director                          April 22, 1996   
Robert C. Cannada

      *                     Director                          April 22, 1996
Leonard S. Coleman, Jr.
   
   
      *                     Director                          April 22, 1996
David J. Farris
   
   
/s/ James H. Gilliam, Jr.   Director                          April 22, 1996
James H. Gilliam, Jr.
   
   
      *                     Director                          April 22, 1996
Roland A. Hernandez
   
   
      *                     Director                          April 22, 1996
J. Robert Hillier
   
   
      *                     Director                          April 22, 1996
Gerald L. Holm
   
   
      *                     Director                          April 22, 1996
Thomas H. Kean
   
   
      *                     Director                          April 22, 1996
Steven Muller
   

                                   II-8
*                     Director                           April 22, 1996
Susan Julia Ross
   
   
      *                     Director                           April 22, 1996
Robert A. Tucker
   
   
      *                     Director                           April 22, 1996
Susan M. Wachter
   
   
      *                     Director                           April 22, 1996
Charles H. Watts, II
   
   
      *                     Director                           April 22, 1996
K. Martin Worthy
   
   
* By:   /s/ James H. Gilliam, Jr. 
        James H. Gilliam, Jr.
        Attorney-In-Fact
   
   
                Pursuant to the requirements of the Securities Act of 1933, the
   Administrator of the Beneficial Corporation Employees' Stock Purchase Plan 
   has duly caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Peapack, State of New
   Jersey on April 22, 1996.
   
   
                                    By:   /s/ Gordon H. Griffiths  
                                          Gordon H. Griffiths
                                          Administrator
   

                              II-9

                    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 Employees' Stock Purchase Plan,
                    As Amended, filed herewith.
   
   Exhibit 4.4      Beneficial Corporation 1990 Non-Qualified Stock Option
                    Plan, As Amended, incorporated herein by reference to
                    Exhibit 10(p) of the Registrant's Annual Report on Form
                    10-K for the year ended December 31, 1994.
   
   Exhibit 5        Opinion of Scott A.  Siebels with respect to the validity of
                    the Common Stock being registered hereby in connection
                    with the 1990 Non-Qualified Stock Option 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 his opinion filed
                    as Exhibit 5 hereto.
   
   Exhibit 24       Powers of Attorney of certain officers and directors of the
                    Corporation, filed herewith.
   
 
                                    II-10 

                                                                  EXHIBIT 4.3
   
                          BENEFICIAL CORPORATION
                 EMPLOYEES' STOCK PURCHASE PLAN, AS AMENDED
   
                              Introduction
   
           The purposes of the Beneficial Corporation Employees' Stock
   Purchase Plan, as amended (the "Plan"), are to encourage eligible employees 
   of the Company and certain of its subsidiaries, and non-employee directors of
   the Company, to acquire a greater personal interest in the success of the
   enterprise, and to encourage such employees to accumulate their savings 
   and to continue and advance in their employment.
   
                                SECTION I
   
                               Definitions
   
           1.1 "Account" means the account of a Participant described in
   Section 4.
   
           1.2 "Administrator" means the Board of Directors or such person
   or persons as the Board of Directors shall appoint to administer the Plan, as
   provided in Section 7.
   
           1.3 "Annual Compensation" of any
   
               (1) Employee Participant for any calendar year means (a) the 
   basic salary to be paid to such Employee Participant by a Participating 
   Company in such calendar year, based on his basic salary rate in effect on
   January 1 of the year (or, if his employment with a Participating Company 
   commenced during the year, based on his basic salary rate in effect on the
   date his employment commenced), provided, however, that such basic salary 
   shall not be reduced by amounts deferred, if any, pursuant to the 
   Beneficial Corporation Deferred Compensation Plan, plus (b) the "year-end 
   adjustment" effected in his salary or wages at or as of the end of the 
   previous calendar year, if any, provided, however, that, for purposes of 
   this Clause (1), Annual Compensation shall exclude overtime
   payments and any other additional compensation and employee benefits; and
   
               (2) Director Participant for any calendar year means the total
   amount of fees or similar compensation to be paid to such Director 
   Participant by the Company in such calendar year for services as a 
   director of the Company and/or a member of one or more committees of the 
   Board of Directors, based on the rate of such compensation in effect on 
   January 1 of such calendar year (or if his service as a director of the 
   Company commenced during the year, based on the rate of such compensation 
   on the date such service commenced); such term, however, excludes per diem
   payments received in connection with the performance of services as a 
   director and payments to be received as advances for or reimbursement of 
   specific expenses incident to such services.
   
           1.4 "Applicable Share Unit Credit" shall mean (i) in respect of
   stock dividends or stock splits resulting in a credit of Stock to a 
   Participant's Stock Account pursuant to Section 4.2(a)(1)(ii) hereof, such
   number of Share Units as will increase the total number of Share Units in 
   his Company Account in the same proportion as the increase in the total 
   number of shares of Stock in his Stock Account effected by the stock split
   or stock dividend, and (ii) in respect of shares of Stock purchased by the
   Broker with Participant Contributions and Company Deferral Contributions 
   (as defined at Section 1.7A) and credited to his Stock Account pursuant to
   Section 4.2(a)(1)(i) hereof, the credit to such Participant's
   Company Account of the applicable number of Share Units set forth below:
   
               (1) as to credits of Stock to the Stock Account of a Participant
   which are attributable to the first $2,000, or any portion thereof, of his 
   Participant Contributions, or Company Deferral Contributions to such 
   Account, made during a calendar year, 100% of the number of shares of 
   Stock so credited; and 

               (2) as to credits of Stock to the Stock Account of a Participant
   which are attributable to his Participant Contributions, or Company Deferral
   Contributions to such Account, made during such calendar year to the extent
   they exceed $2,000, 50% of the number of shares of Stock so credited.
   
           1.5  "Board of Directors" means the Board of Directors of the
   Company.
   
           1.6  "Broker" means the person appointed by the Administrator
   pursuant to Section 7 to perform the duties of Broker set forth herein.
   
           1.6A "Change in Control" shall mean a change in control of the
   Company that shall be deemed to have occurred if and when
   
               (i)  the Company shall cease to be a publicly owned
   corporation having at least 1,000 stockholders, or-
   
              (ii)  direct or indirect beneficial ownership of more than 30%
   of the Company's outstanding securities entitled to vote in elections of 
   directors shall be acquired by any person (as such term is used in 
   Sections 13 (d) and 14 (d) of the Securities and Exchange Act of 1934), or
   
             (iii)  a Business Combination (as defined in the Company's
   Restated Certificate of Incorporation, but excluding transactions to which
   only the Company and one or more Subsidiaries are parties) shall have 
   occurred; provided, however, that the events specified in clauses (i) and 
   (ii) shall not be deemed to be a Change in Control if the transaction or 
   transactions causing such change shall have been approved by the 
   affirmative vote of at least a majority of the Board of Directors of the 
   Company in office immediately prior to the Change in Control,
   and the event specified in clause (iii) shall not be deemed a Change in 
   Control if such Business Combination shall not have been approved by 
   two-thirds of the Continuing Directors (as defined in the Company's 
   Restated Certificate of Incorporation).
   
           1.7 "Company" means Beneficial Corporation.
   
           1.7A    "Company Deferral Contribution" means an amount contributed
   by the Company in cash with respect to an Employee Participant, as authorized
   pursuant to Section 4(ii)(a) of the Beneficial Corporation Deferred 
   Compensation Plan, adopted effective as of January 1, 1994, 
   as subsequently amended ("Deferred Plan").
   
           1.7B    "Contributions" shall mean collectively  Participant
   Contributions (as defined at Section 1.14) and Company Deferral 
   Contributions.
   
           1.8  "Director Participant" means any person who is an Eligible
   Director and who has elected to participate in the Plan under Section 2.
   
           1.9  "Eligible Director" means any person now or hereafter serving
   as a duly elected member of the Board of Directors, other than a person who 
   at the time is an Eligible Employee. 
   
           1.10 "Eligible Employee" means any person now or hereafter in the
   employ and on the payroll of a Participating Company, but excludes:
   
               (a) Any person employed in a position lower than the position
   of Manager who has been employed by a Participating Company for an aggregate
   of less than one year;
   
               (b) Any person whose customary employment with such
   Participating Company is less than twenty hours in one week.
   
               (c) On and after the earlier of January 1, 1986 and the
   Western Auto Closing Date, any employee of the Western Auto Companies.
   
           1.11  "Employee Participant" means any person who is an eligible
   Employee and who has elected to participate in the Plan under Section 2.2,
   or who is deemed to have elected to participate pursuant to Section 2.3.
   
           1.12  "Manager" means (a) the employee in charge of (i) a loan office
   of a Participating Company in the Company's Finance Division or (b) a person
   performing substantially the same functions, or functions of substantially
   equivalent responsibility, as a person described in cause (a) and whom the
   Administrator has designated a "Manager" for purposes of the Plan.
   
           1.13  "Participant" means a Director Participant or an Employee
   Participant, as the context shall indicate.
   
           1.14  "Participant Contribution" means (1) in the case of an
   Employee Participant, a payroll deduction or a cash contribution by such
   Participant, and (2) in the case of a Director Participant, a cash 
   contribution by such Participant, in all cases as provided in Sections 2 
   and 3.
   
           1.15  "Participating Company" means (a) the Company, (b) on and
   after the Western Auto Closing Date, each of the Western Auto Companies, and
   (c) any corporation with respect to which both of the following conditions
   apply: (i) the Company is the owner, directly or indirectly, of more than 
   50% of the shares of such corporation having the right to vote at its 
   annual stockholders' or comparable meeting, and (ii) the Board of 
   Directors has, by resolution, designated it as "Participating Company" 
   under the Plan.
   
           1.16  "Stock" means the Common Stock of the Company.
   
           1.17  "Western Auto Closing Date" means the date on which the
   closing of the sale by the Company of all of the issued and outstanding 
   stock of Western Auto Companies to one or more of Wesray Automotive, Inc. 
   and its affiliates shall occur pursuant to an agreement among the Company,
   Western Auto Supply Company, Inc., and one or more of such other entities.
   
           1.18  "Western Auto Companies" means Western Auto Supply
   Company and its subsidiaries.
   
   
                               SECTION 2
   
   Participation of Eligible Employees and Eligible Directors
   
           2.1 Conditions of Eligibility. Any person who on or after the
   effective date of the Plan is an Eligible Employee and any person who on or 
   after May 1, 1979 is an Eligible Director, shall be eligible to become a 
   Participant in the Plan.  A person who ceases to be an Eligible Employee 
   shall cease to be eligible to make further Participant Contributions, or 
   to have further Company Deferral Contributions made to his Account, and a 
   person who ceases to be an Eligible Director shall cease to be eligible to
   make further Participant Contributions, but, subject to the provisions of 
   Section 5, they shall otherwise be entitled to continue to be a Participant.
   
           2.2 Election to Participate.  Participation of any Eligible Employee
   or Eligible Director in the Plan shall be entirely voluntary, subject to 
   Section 2.3 hereof. Subject to Section 3, an Eligible Employee and an 
   Eligible Director may elect to participate in the Plan by delivering to 
   the Administrator a notice of election to participate, together with (a) a
   cash contribution, or (b) in the case only of an Eligible employee, a 
   payroll deduction authorization on a form prescribed by the Administrator 
   or both a cash contribution and such authorization.  Payroll deductions 
   for Eligible Employees will commence as soon as practicable after the
   Administrator has received such notice and authorization.
   
           2.3 Mandatory Participation.  An Eligible Employee shall be
   deemed to have elected to participate in the Plan upon the receipt by the
   Administrator of a Company Deferral Contribution to such Eligible Employee's
   Account pursuant to Section 3.5 hereof.
   
  
                                SECTION 3
   
                              Contributions
            
           3.1 Amount of Contributions.  An Employee  Participant may elect
   to contribute through periodic payroll deductions or cash contributions an
   aggregate amount which, together with all Company Deferral Contributions made
   to his Account shall not in any calendar year exceed 30% of his Annual
   Compensation.  A Director Participant may elect to contribute through cash
   contributions, an aggregate amount which shall not in any calendar year 
   exceed 30% of his Annual Compensation.
   
           3.2 Periodic Payroll Deductions.  An Employee Participant's
   payroll deductions for any period shall be made in a whole dollar amount 
   which shall not be less than 1% nor greater than 30% of the pro rata 
   portion of his Annual Compensation allocable to such period.
   
           3.3 Deduction Adjustments.  Subject to Sections 3.1 and 3.2, an
   Employee Participant may twice during a calendar year change the amount of 
   his payroll deduction by delivering to the Administrator a payroll 
   deduction change authorization.  The payroll deduction change shall be 
   made as soon as practicable after the Administrator has received such 
   authorization.
   
           3.4 Cash Contributions.  Subject to Section 3.1, a Participant may
   twice during a calendar year make a cash contribution by delivering to the
   Administrator a check payable to Beneficial Management Corporation or such
   other payee as the Administrator may specify.
   
           3.5 Company Deferral Contributions.  Subject to the terms of the
   Deferred Plan, the Company may from time to time make Company Deferral
   Contributions to the accounts of Employee Participants.  Such cash 
   contributions shall be made by delivery to the Administrator of a check 
   made payable to Beneficial Management Corporation, or by such other form 
   of funds transfer as may be acceptable to the Administrator.
   
           3.6 Contributions Remitted To Broker.  Contributions made by
   payroll deduction shall be remitted as soon as practicable following the 
   end of the month in which they are withheld.  Contributions made by a 
   Participant's cash contribution or by Company Deferral Contribution shall 
   be remitted by the Administrator to the Broker as soon as practicable.
   
   
                                  SECTION 4
   
                            Participants' Accounts
   
   
           4.1 Purchase of Stock by Broker.  As soon as practicable after
   receipt by the Broker of Participant Contributions or Company Deferral
   Contributions, the Broker shall apply such funds to purchase at prevailing 
   market prices the number of shares of Stock which can be purchased with 
   such funds (exclusive of any charges for brokerage fees and stock transfer
   taxes); provided, however, that the Broker shall limit the daily volume 
   and prices of such purchases as required by regulations of the Securities 
   and Exchange Commission, if applicable, and otherwise to the extent it 
   deems necessary or advisable.  The Company shall promptly pay to the 
   Broker the brokerage charges and any stock transfer taxes charged in 
   connection with the purchases of Stock make by the Broker pursuant to the 
   Plan.
   
           4.2 Accounts.  
   
               (a) The Broker shall maintain for each Participant an Account
   which shall be comprised of a "Stock Account" and a "Company Account".  As of
   the beginning of each month in which the Broker has made purchases of Stock
   pursuant to Section 4.1, he shall credit a Participant's (1) Stock Account 
   with (i) such number of shares (including fractional shares) of Stock as 
   bears the same proportion to the total number of shares purchased during 
   such month as the Participant's Contributions applied toward such 
   purchases bears to the aggregate of all Contributions so applied, and (ii)
   stock dividends or stock splits received with respect to Stock in such 
   Stock Account, and (2) Company Account with a number of "Share Units" 
   equal to the applicable Share Unit Credit in respect of the shares
   of Stock so credited to such Stock Account.  Share units shall not entitle a
   Participant to any rights of a shareholder of the Company.  
   
               (b) Subject to Section 4.3(c) hereof, as of the date on which
   any Share Units in a Participant's Company Account have vested pursuant to
   Section 5.1, or, as to Share Units in an Employee Participant's Deferral 
   Company Account (as defined at Section 4.3(b) hereof), the date on which 
   the earlier of (1) the expiration of a period of three years after the 
   date as of which they were credited or (2) such Employee Participant's 
   termination of employment for any of the reasons specified in  clauses 
   (a), (b), (c) or (e) of the first sentence of Section 5.2 has occurred, 
   (i) the Broker shall credit such Company Account with a number
   of shares of Stock equal to the number of such Share Units, and shall 
   retire from the Company Account such Share Units, and (ii) the Company 
   shall contribute to the Company Account a number of shares of Stock equal 
   to the number of shares credited to such account; provided, however, that 
   such contribution of shares by the Company shall be reduced by any amounts
   which the Company is required by law to withhold.
   
           4.3 Segregation of Certain Accounts.
   
               (a) In the event that a Company Deferral Contribution is
   made with respect to an Employee Participant, the Broker shall credit shares
   to the Stock Account of such Employee Participant pursuant to Section 
   4.2(a)(1) hereof, provided, however that the credit for shares of Stock 
   relating to such Company Deferral Contribution shall be segregated from 
   those relating to Participant Contributions, with the records of such 
   Employee Participant's Stock Account comprised of a "Participant 
   Contribution Stock Account" and a "Company Deferral Stock Account". 
   
               (b) In the event that a Company Deferral Contribution is
   made with respect to an Employee Participant, the Broker shall credit Share 
   Units to the Company Account of such Employee Participant pursuant to Section
   4.2(a)(2) hereof, provided, however that the credit for Share Units relating
   to such Company Deferral Contribution shall be segregated from those 
   relating to Participant Contributions, with the records of such Employee 
   Participant's Company Account comprised of a "Participant Contribution 
   Company Account" and a "Deferral Company Account".  
   
               (c) If an Employee Participant's Company Account is
   segregated pursuant to Section 4.3(b) hereof, then upon the exchange of Share
   Units for shares of Stock pursuant to Section 4.2(b), the resulting shares of
   Stock shall be credited to his Participant Contribution Company Account or
   Deferral Company Account, as the case may be, in accordance with the 
   character of such exchanged Share Units.
   
           4.4 Cash Dividends.  Each Participant shall be entitled to receive a
   cash dividend with respect to the total number of shares of Stock which on 
   the record date for payment of such cash dividend were in fact held in his
   Account (excluding shares of Stock credited to his Company Deferral Stock 
   Account or Deferral Company Account), regardless of the date as of which 
   such shares were credited.  Each Participant shall also be entitled to 
   receive an amount equal to the cash dividend that would have been payable 
   to such Participant had he been, on the record date for payment of such 
   cash dividend, the owner of a number of shares of Stock equal to the 
   number of Share Units in fact credited to his Company Account (excluding 
   the Share Units held in his Deferral Company Account),
   regardless of the date as of which such Share Units were credited.
   
           4.5 Dividend Reinvestment.  The cash dividend with respect to the
   total number of shares of Stock which on the record date for payment of such
   cash dividend were in fact held in an Employee Participant's Company 
   Deferral Stock Account or Deferral Company Account, regardless of the date
   as of which such shares were credited, shall be forwarded to the Broker by
   the Company.  An amount equal to the cash dividend that would have been 
   payable to an Employee Participant had he been, on the record date for 
   payment of such cash dividend, the owner of a number of shares of Stock 
   equal to the number of Share Units in fact credited to his Deferral 
   Company Account, regardless of the date as of which such Share Units were
   credited, shall also be forwarded to the Broker by the Company. 
   Such funds shall be applied by the Broker to purchase shares of Stock, 
   consistent with Section 4.1 hereof.  The Broker shall credit such Employee
   Participant's Company Deferral Stock Account with such shares of Stock 
   consistent with Section 4.2(a)(1)(i) hereof.  No Share Units shall be 
   credited to such Employee Participant pursuant to Section 4.2(a)(2) with 
   respect to shares of Stock purchased and credited pursuant to this Section
   4.5.  Amounts forwarded to the Broker pursuant to this Section 4.5 shall 
   not reduce the amount of Contributions available to the Employee 
   Participant, as restricted pursuant to Section 3.1.
   
           4.6 Records.  The Broker shall keep or cause to be kept all such
   books of account, records and other data as may be necessary or advisable in
   its judgment for the performance of its duties hereunder, and shall 
   furnish to the Company or to Participants such books of account, records 
   and other data as the Company may reasonably request or as may otherwise
   be required by law.
   
           4.7 Certificates of Stock.  Unless otherwise provided by the
   Company, the Broker shall have custody of the certificate or certificates
   representing the undistributed shares of Stock held in all Participants' 
   Accounts under the Plan, and the Broker may register such certificate or 
   certificates in its own name.
   
   
                                SECTION 5
   
                               Forfeitures
                              
           5.1 Vesting.  Shares of Stock held for a Participant in his Account,
   other than shares of Stock held in his Company Deferral Stock Account or 
   in his Deferral Company Account (collectively, "Deferral Shares"), shall 
   at all times be fully vested in him and not be subject to forfeiture.  
   Deferral Shares held for an Employee Participant shall not be vested until
   the date of his termination of employment for the reasons specified in 
   clauses (a), (b), (c) or (e) of the first sentence of such Section 5.2.  
   Each Share Unit credited to his Company Account (excluding Share units 
   credited to his Deferral Company Account) shall vest upon the earlier to 
   occur of (a) the expiration of a period of three years after the date as
   of which it was so credited, (b) (1) in the case of an Employee 
   Participant, the date of termination of his employment for any of the 
   reasons specified in clauses (a), (b), (c), or (d) of the first sentence 
   of Section 5.2 (subject, with respect to said clause (d) to the additional
   conditions specified therein) or (2) in the case of a Director 
   Participant, the date on which he ceases to serve as a director of the
   Company for any of the reasons specified in clauses (a), (b) or (c) of the
   first sentence of Section 5.3 or (c) in the case of unvested share units 
   of a Participant who shall have been an employee of one of the Western 
   Auto Companies on the Western Auto Closing Date, to the extent that such 
   unvested share units both were credited to his Company Account as a result
   of Participant Contributions made by him pursuant to the Plan, and 
   received by the Administrator, on or before June 6, 1985 and continue to 
   be so credited on the Western Auto Closing Date.
   
           Notwithstanding the foregoing provisions of this Section 5.1, (a) all
   Share Units credited to the Company Account of an Employee Participant who
   becomes a Director Participant during any calendar year shall become subject
   to the vesting and forfeiture provisions of Section 5.3; and (b) all Share
   Units credited to the Company Accounts of Participants in the Plan and all
   Deferral Shares shall be vested on such date, if any, as the Board of 
   Directors, in a resolution duly adopted by a majority of its members, 
   shall designate for such purpose following a public announcement by any 
   person or other entity of its intention to effect a (i) tender offer for 
   any outstanding voting stock of the Company, or (ii) a transaction which 
   would constitute a "Business Combination" as defined in the Company's 
   Restated Certificate of Incorporation.  The provisions of the preceding 
   sentence shall extend to all Share Units so credited in respect of
   shares of Stock credited to Participants' Stock Accounts which are 
   attributable to Participant Contributions or Company Deferral 
   Contributions made on or before the date on which such resolution is 
   adopted, as well as to Deferral Shares credited on or before such date.
           
       5.1(A) Effective December 20, 1986, unvested share units credited to a
   Participant's Company Account resulting from cash contributions made by the
   Participant and received by the Plan Administrator prior to December 20, 
   1986, and contributions made by payroll deductions prior to January 1, 
   1987, shall vest in the account of Participants who no longer are 
   participating employees as a result of their involuntary termination of 
   employment where such involuntary termination is a direct result of 
   Beneficial Corporation's announced Plan to "restructure" the
   Company, resulting in the involuntary loss of employment for Plan members of
   Beneficial Corporation and participating Plan subsidiaries.
   
       5.2    Termination of Employment.  Upon the termination of an Employee
   Participant's employment with a Participating Company other than by reason
   of (a) his death; (b) his retirement (i) upon attaining age 65 or (ii) due
   to his total and permanent disability; (c) termination of his employment 
   after he has attained age 55 but before he attains age 65 excluding (i) a 
   voluntary termination of employment by him and (ii) termination of his 
   employment by the Company for cause; (d) in the case only of an Employee 
   Participant who shall be an employee of one of the Western Auto Companies 
   on or after the Western Auto closing Date, termination of his employment 
   with such company during the period commencing on the Western Auto Closing
   Date and ending at the completion of three years following such date, 
   excluding (i) a voluntary termination of employment by him
   and (ii) termination of his employment by such company by reason of gross
   negligence or wilful misconduct; or (e) termination within three years 
   following a Change in Control, excluding termination of his employment by 
   such company by reason of gross negligence or wilful misconduct, he shall 
   forfeit all Share Units then credited to his Company Account, subject to 
   the final sentence of this Section 5.2.  Upon the termination of his 
   employment other than by reason of the events described at clauses (a),
   (b),(c) or (e) above, he shall forfeit all Deferral Shares,
   subject to the final sentence of this Section 5.2.  Upon termination of his
   employment for any of the foregoing specified reasons (subject, with 
   respect to clause (d) of the preceding sentence, to the additional 
   conditions specified therein), Share Units credited to his Company Account
   shall be immediately vested in him.  Upon the termination of his 
   employment for the reasons specified at clauses (a), (b), (c) or (e) 
   above, all Deferral Shares shall be immediately vested in him.  The
   Administrator (as defined for these purposes at Section 7.1 hereof) may, 
   in its sole and absolute discretion, waive the forfeitures (and direct 
   that vesting occur) specified in this Section 5.2 based upon such 
   circumstances as it deems appropriate, as to Share Units or Deferral 
   Shares credited after March 21, 1994 only.
   
       5.3    Termination of Services as a Director.  Upon termination of a
   Director Participant's services as a director of the Company, other than 
   by reason of (a) his death, (b) his resignation from the Board of 
   Directors (i) upon attaining age 75 or a greater age or (ii) due to his 
   total and permanent disability, or (c) termination of his services as a 
   director of the Company after attaining age 55 but before attaining age 
   75, if on the date of such termination the sum of his age and
   continuous service as a director of the Company equals or exceeds 75 years,
   excluding (i) a voluntary termination of his services as a director, or 
   (ii) removal from office for cause pursuant to the Company's Certificate 
   of Incorporation or By-Laws as the same may from time to time be in 
   effect, he shall forfeit all Share Units then credited to his Company 
   Account.  Upon termination of his services as a director of the Company 
   for any of the foregoing specified reasons, Share Units
   credited to his Account shall be immediately vested in him.
   
       5.4    Withdrawals.  A participant who withdraws vested shares held for
   him in his Stock Account with respect to which Share Units are then
   credited to his Company Account shall forfeit Share Units in the order in 
   which they were credited to his Company Account (excluding for these 
   purposes Share Units credited to his Deferral Company Account), beginning 
   with the earliest credited Share Unit.  Applying such order, each such 
   Share Unit shall be forfeited at the same rate relative to Stock being 
   withdrawn from the Participant's Stock Account as the rate at which such 
   Share Unit was originally credited, relative to Stock credited to such Stock
   Account.
   
 
                                    SECTION 6
   
                                  Distributions
      
       6.1    Withdrawals.  Subject to Section 5.4, a Participant has the right
   upon thirty days' written notice to the Administrator to withdraw any or 
   all of the vested shares of Stock held for him in his Account.  If he 
   chooses to withdraw fewer than all of the shares in his Account, he shall 
   specify to the Administrator the particular shares that are to be withdrawn.
   
       6.2    Manner of Distribution.  Distribution of vested shares of Stock 
   held in a Participant's Company Account, together with the vested shares 
   held in his Stock Account to which they are attributable, shall be made to
   such Participant or to his Estate as soon as practicable after the 
   Administrator receives a written request for distribution; provided, 
   however, that any vested shares held in his Account at the date of 
   termination of his employment or services as a director shall
   be distributed as promptly as practicable.  Cash shall be paid in lieu of 
   fractional shares.
   
       6.3    Right to Distribution.  The right of a Participant to receive a
   distribution of shares of Stock held for him under the Plan shall not be 
   transferable other than by will or the laws of descent and distribution, 
   shall be exercisable during the Participant's lifetime only by such 
   Participant or by his guardian or legal representative, or, upon his 
   death, by his Estate, and neither the Administrator nor the Broker shall 
   be required to recognize claims thereto by any other parties.
   
   
                                  SECTION 7
   
                          Administration of the Plan
   
       7.1    Administration.  The Plan shall be administered by the Board of
   Directors or by such person or persons as the Board of Directors shall, by
   resolution, appoint as Administrator, provided, however, that for purposes
   of the actions described at the final sentence of Section 5.2, such 
   administration shall be solely by the Board of Directors, acting through 
   those of its members who qualify as "disinterested persons" within the 
   meaning of Rule 16b-3 of the Exchange Act of 1934, as amended from time to
   time, or by the Compensation Committee of such Board of Directors, acting 
   through those of its members who qualify as such "disinterested persons."
   The Board of Directors in its discretion may remove any person or persons 
   from the position of Administrator at any time without assigning
   any reason therefor.
   
       7.2    Duties of Administrator.  The Administrator shall be charged with
   the administration of the Plan and shall decide all questions arising in the
   administration, interpretation and application of the Plan, including all 
   questions of eligibility.  The decisions of the Administrator shall be 
   conclusive and binding on all parties.
   
       7.3    Broker.  The Administrator shall appoint a person to carry out the
   duties of Broker set forth herein.  The Administrator shall have full power 
   to determine the period during which any person shall serve as Broker and in 
   its discretion may remove any such person from the position of Broker at 
   any time without assigning any reason therefor.  The Company shall pay to 
   the Broker such compensation for its services hereunder as shall be 
   mutually agreed upon by the Administrator and the Broker.
   
   
                                    SECTION 8
   
                                     Voting
   
       8.1    Voting Rights.  Each Participant shall have the right to instruct
   the Broker as to the method of voting at any meeting of the shareholders of 
   the Company the number of full shares of Stock which were in fact held in his
   Account on the record date for such meeting of shareholders, regardless of
   the date as of which such shares were credited.  In the absence of 
   instructions from a Participant, the Broker shall not have the right to 
   vote such shares of Stock.
   
   
                                   SECTION 9
   
                      Amendment and Termination of the Plan
   
       9.1    Amendment and Termination.  It is the expectation of the Company
   that it will continue the Plan indefinitely, but it reserves the right, by 
   action of the Board of Directors, to amend, suspend or terminate it at any
   time; provided, however, that no such action shall affect the rights of a 
   Participant with respect to the shares of Stock then held for him in his 
   Account or the Share Units then credited to his Account.
   
   
   
                                                                   EXHIBIT 5 
                         
                                                April 18, 1996
   
   
   Beneficial Corporation
   One Christina Centre
   301 North Walnut Street
   Wilmington, Delaware  19801
   
   Ladies and Gentlemen:
   
       Reference is made to the Registration Statement on Form S-8 
   ("Registration Statement") of Beneficial Corporation (the "Corporation") 
   related to the registration of 6,500,000 shares of the Corporation's 
   common stock, par value $1.00 per share ("Common Stock"), which are to be 
   offered pursuant to awards granted or to be granted under the Beneficial 
   Corporation 1990 Non-Qualified Stock Option Plan (the "Plan").
   
       I have been requested to furnish an opinion to be included as Exhibit 5 
   to the Registration Statement.  In conjunction with the furnishing of this 
   opinion, I have examined such corporate documents and have made such 
   investigation of matters of fact and law as I have deemed necessary to 
   render this opinion.
   
       Based upon such examination and investigation, and upon the assumption
   that there will be no material changes in the documents examined and matters
   investigated, I am of the opinion that the 6,500,000 shares of Common Stock
   referred to above have been duly authorized by the Corporation and that, when
   issued in accordance with the terms of the Plan, will be legally issued, 
   fully paid and nonassessable.
   
       I consent to the filing of this opinion as Exhibit 5 to the Registration
   Statement.
   
                                      Very truly yours,
   
                                      /s/ Scott A. Siebels
                                      Scott A. Siebels
                                      Vice President, Corporate
                                        Secretary and Associate
                                           Counsel
   

                                                              EXHIBIT 23.1
   
                   CONSENT OF INDEPENDENT ACCOUNTANTS
   
   
   We consent to the incorporation by reference in this Registration Statement 
 of Beneficial Corporation on Form S-8 of our report dated January 29, 1996,
 appearing in the Annual Report on Form 10-K of Beneficial Corporation for the
 year ended December 31, 1995.
   
   
   
   Parsippany, New Jersey
   April 12, 1996

                                                               EXHIBIT 24                    
   
                             POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES
   W. BOWER, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
   plan interests in the Beneficial Corporation Employees' Stock Purchase
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                   /s/Charles W. Bower      
                                    CHARLES W. BOWER
   
      

                                                                 EXHIBIT 24
   
                               POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT J.
   CALLANDER, a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   
   
                                   /s/ Robert J. Callander      
                                    ROBERT J. CALLANDER
      

                                                                 EXHIBIT 24
   
                           POWER OF ATTORNEY
    
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT C.
   CANNADA, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                   /s/ Robert C. Cannada      
                                    ROBERT C. CANNADA
      

                                                             EXHIBIT 24
   
                         POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, LEONARD
   S. COLEMAN, JR., a Director of Beneficial Corporation, a corporation 
   organized under the laws of the State of Delaware (the "Corporation"), 
   hereby constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. 
   and RONALD E. BOMBOLIS, and each of them (with full power of each of them 
   to act alone), my true and lawful attorneys-in-fact and agents with full 
   power of substitution and resubstitution, for me and on my behalf and in 
   my name, place and stead, in any and all capacities, to sign, execute and 
   file with the Securities and Exchange Commission (or any other 
   governmental or regulatory authority), a Registration Statement on Form 
   S-8 (or any other appropriate form), and any and all amendments (including
   post-effective amendments) thereto, with all exhibits and any and all 
   documents required to be filed with respect thereto, relating to the
   registration under the Securities Act of 1933, as amended, of 8,000,000 
   shares of the Corporation's Common Stock authorized to be issued or sold 
   pursuant to the Beneficial Corporation 1990 Non-Qualified Stock Option 
   Plan and the Beneficial Corporation Employees' Stock Purchase Plan, as 
   amended, and of plan interests in the Beneficial Corporation Employees' 
   Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
   each of them, full power and authority to do and to perform each and every
   act and thing requisite and necessary to be done in order to effectuate 
   the same as fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                   /s/ Leonard S.Coleman, Jr.         
                                       LEONARD S. COLEMAN, JR.

                                                                   EXHIBIT 24
   
                            POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, DAVID J.
   FARRIS, a Director of Beneficial Corporation, a corporation organized under 
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and stead,
   in any and all capacities, to sign, execute and file with the Securities and
   Exchange Commission (or any other governmental or regulatory authority), a 
   Registration Statement on Form S-8 (or any other appropriate form), and any 
   and all amendments (including post-effective amendments) thereto, with all 
   exhibits and any and all documents required to be filed with respect thereto,
   relating to the registration under the Securities Act of 1933, as amended, of
   8,000,000 shares of the Corporation's Common Stock authorized to be issued
   or sold pursuant to the Beneficial Corporation 1990 Non-Qualified Stock 
   Option Plan and the Beneficial Corporation Employees' Stock Purchase Plan,
   as amended, and of plan interests in the Beneficial Corporation Employees'
   Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
   each of them, full power and authority to do and to perform each and every
   act and thing requisite and necessary to be done in order to effectuate 
   the same as fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
   done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                    /s/ David J. Farris     
                                    DAVID J. FARRIS

                                                                   EXHIBIT 24
   
                                POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROLAND A.
   HERNANDEZ, a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with 
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase Plan, 
   as amended, granting unto said attorneys-in-fact, and each of them, full 
   power and authority to do and to perform each and every act and thing 
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
   of April, 1996. 
   
   
                                 /s/ Roland A. Hernandez  
                                 ROLAND A. HERNANDEZ                

                                                                EXHIBIT 24

               
                            POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, J. ROBERT
   HILLIER, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and stead,
   in any and all capacities, to sign, execute and file with the Securities and
   Exchange Commission (or any other governmental or regulatory authority), a
   Registration Statement on Form S-8 (or any other appropriate form), and any 
   and all amendments (including post-effective amendments) thereto, with all 
   exhibits and any and all documents required to be filed with respect thereto,
   relating to the registration under the Securities Act of 1933, as amended, of
   8,000,000 shares of the Corporation's Common Stock authorized to be issued or
   sold pursuant to the Beneficial Corporation 1990 Non-Qualified Stock Option 
   Plan and the Beneficial Corporation Employees' Stock Purchase Plan, as 
   amended, and of plan interests in the Beneficial Corporation Employees' 
   Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
   each of them, full power and authority to do and to perform each and every
   act and thing requisite and necessary to be done in order to effectuate 
   the same as fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                    /s/ J. Robert Hillier      
                                    J. ROBERT HILLIER
      

                                                                  EXHIBIT 24
   
                            POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, GERALD L.
   HOLM, a Director of Beneficial Corporation, a corporation organized under the
   laws of the State of Delaware (the "Corporation"), hereby constitute and 
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and stead,
   in any and all capacities, to sign, execute and file with the Securities and
   Exchange Commission (or any other governmental or regulatory authority), a 
   Registration Statement on Form S-8 (or any other appropriate form), and 
   any and all amendments (including post-effective amendments) thereto, with
   all exhibits and any and all documents required to be filed with respect 
   thereto, relating to the registration under the Securities Act of 1933, as
   amended, of 8,000,000 shares of the Corporation's Common Stock authorized 
   to be issued or sold pursuant to the Beneficial Corporation 1990 
   Non-Qualified Stock Option Plan and the Beneficial Corporation Employees' 
   Stock Purchase Plan, as amended, and of plan interests in the Beneficial 
   Corporation Employees' Stock Purchase Plan, as amended, granting
   unto said attorneys-in-fact, and each of them, full power and authority to do
   and to perform each and every act and thing requisite and necessary to be 
   done in order to effectuate the same as fully to all intents and purposes as
   I might or could do if personally persent, hereby ratifying and confirming 
   all that said attorneys-in-fact and agents, or any of them, may lawfully 
   do or cause to be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   

                                    /s/ Gerald L. Holm   
                                    GERALD L. HOLM
   

                                                                  EXHIBIT 24
   
                               POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, THOMAS H.
   KEAN, a Director of Beneficial Corporation, a corporation organized under the
   laws of the State of Delaware (the "Corporation"), hereby constitute and 
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
   BOMBOLIS, and each of them (with full power of each of them to act alone), my
   true and lawful attorneys-in-fact and agents with full power of substitution
   and resubstitution, for me and on my behalf and in my name, place and 
   stead, in any and all capacities, to sign, execute and file with the 
   Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required 
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them, 
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
   of April, 1996. 
   
   
                                    /s/ Thomas H. Kean    
                                    THOMAS H. KEAN
      

                                                                  EXHIBIT 24
   
                           POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, STEVEN
   MULLER,  a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with 
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
   of April, 1996. 
   
   
                                     /s/ Steven Muller    
                                     STEVEN MULLER

                                                                  EXHIBIT 24
   
                              POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN
   JULIA ROSS, a Director of Beneficial Corporation, a corporation organized 
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with 
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of the 
   Corporation's Common Stock authorized to be issued or sold pursuant to the
   Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                     /s/ Susan Julia Ross    
                                     SUSAN JULIA ROSS

                                                                  EXHIBIT 24
                    
                           POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT A.
   TUCKER, JR., a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   
   
                                    /s/ Robert A. Tucker       
                                    ROBERT A. TUCKER

                                                                   EXHIBIT 24
   
                             POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN M.
   WACHTER, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to 
   be done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
   of April, 1996. 
   
   
                                    /s/Susan M. Wachter      
                                    SUSAN M. WACHTER

                                                                   EXHIBIT 24
   
                              POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES
   H. WATTS, II, a Director of Beneficial Corporation, a corporation organized
   under the laws of the State of Delaware (the "Corporation"), hereby 
   constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other 
   appropriate form), and any and all amendments (including post-effective
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase Plan,
   as amended, granting unto said attorneys-in-fact, and each of them, full 
   power and authority to do and to perform each and every act and thing 
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if personally 
   persent, hereby ratifying and confirming all that said attorneys-in-fact
   and agents, or any of them, may lawfully do or cause to be done by virtue 
   hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
   of April, 1996. 
   
   
   
                                     /s/ Charles H. Watts, II      
                                    CHARLES H. WATTS, II

   
                                                               EXHIBIT 24
   
                             POWER OF ATTORNEY
   
   
           KNOW ALL MEN BY THESE PRESENTS, THAT I, K. MARTIN
   WORTHY, a Director of Beneficial Corporation, a corporation organized under
   the laws of the State of Delaware (the "Corporation"), hereby constitute and
   appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
   E. BOMBOLIS, and each of them (with full power of each of them to act alone),
   my true and lawful attorneys-in-fact and agents with full power of 
   substitution and resubstitution, for me and on my behalf and in my name, 
   place and stead, in any and all capacities, to sign, execute and file with
   the Securities and Exchange Commission (or any other governmental or 
   regulatory authority), a Registration Statement on Form S-8 (or any other
   appropriate form), and any and all amendments (including post-effective 
   amendments) thereto, with all exhibits and any and all documents required
   to be filed with respect thereto, relating to the registration under the 
   Securities Act of 1933, as amended, of 8,000,000 shares of
   the Corporation's Common Stock authorized to be issued or sold pursuant to 
   the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the 
   Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of 
   plan interests in the Beneficial Corporation Employees' Stock Purchase 
   Plan, as amended, granting unto said attorneys-in-fact, and each of them,
   full power and authority to do and to perform each and every act and thing
   requisite and necessary to be done in order to effectuate the same as 
   fully to all intents and purposes as I might or could do if
   personally persent, hereby ratifying and confirming all that said 
   attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
   done by virtue hereof.
   
           IN WITNESS WHEREOF, I have hereunto set my hand this 16th day
   of April, 1996. 
   
   
   
                                    /s/ K. Martin Worthy                     
                                    K. MARTIN WORTHY