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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                     FORM 10-K/A
                                   Amendment No. 1
(Mark One)
 X              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                    For the fiscal year ended December 31, 1997

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                        For the transition period from         to

                         Commission file number 1-1177

                            Beneficial Corporation
             (Exact name of registrant as specified in its charter)
        Delaware                                      51-0003820
 (State of incorporation)                 (I.R.S. Employer Identification No.)
 301 North Walnut Street,
   Wilmington, Delaware                                  19801
(Address of principal executive offices)               (Zip Code)
         Registrant's telephone number, including area code: (302)425-2500

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
                                                        Name of each exchange
                               Title of each class        on which registered
                                                     ---------------------------
Common Stock, $1 Par Value                               New York Stock Exchange
5% Cumulative Preferred Stock, $50 Par Value             New York Stock Exchange
$5.50 Dividend Cumulative Convertible Preferred Stock, 
   No Par Value $20 Stated Value (convertible into 
   nine shares of Common Stock)                          New York Stock Exchange
$4.50 Dividend Cumulative Preferred Stock, 
   $100 Par Value                                        New York Stock Exchange
$4.30 Dividend Cumulative Preferred Stock, 
   No Par Value, $100 Stated Value                       New York Stock Exchange
Preferred Stock Purchase Rights                          New York Stock Exchange
8% Debentures Maturing at Holder's Option Annually on June 15,
   Commencing in 1983 and Due June 15, 2001              New York Stock Exchange
8.40% Debentures Maturing at Holder's Option Annually on
   December 15, Commencing in 1986 and Due May 15, 2008  New York Stock Exchange
12 7/8% Debentures, Due August 1, 2013                   New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                  NONE.

    Indicate by check mark whether the  registrant  (1) has filed all reports  
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements  for the past 90 days.  Yes X   No   .
    Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of registrant's  knowledge,  in definitive proxy or information 
statements  incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.
    At February 27, 1998,  there were 54,365,830  shares  outstanding of the  
registrant's  common stock.  The aggregate market value of the voting stock of 
the registrant held by non-affiliates of the registrant was approximately 
$5.8 billion.

                DOCUMENTS INCORPORATED BY REFERENCE
                                NONE.

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The purpose of this  amendment  is to revise the  aggregate  market  value of 
the voting  stock shown on the facing sheet and Items 10, 11, 12 and 13 to the 
Company's Form 10-K for the year ended December 31, 1997.

The  undersigned  registrant  hereby amends Items 10, 11, 12 and 13 of Part III 
of the  Company's  Annual Report on Form 10-K for the fiscal year ended 
December 31, 1997 to read as follows:

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors of the Registrant

                                          Term of Office, Committee Assignments,
       Name                          Age   Directorships and Business Experience

Robert J. Callander...................67   Director  (1992  to  present),  
                                           Executive  in  Residence,  Columbia
                                           University  Business  School;  
                                           Chairman of  Compensation  Committee
                                           and  Member  of  Strategic  Planning 
                                           and Ad Hoc Committees.  Mr.Callander 
                                           was Vice Chairman of Chemical  
                                           Banking  Corporation  from
                                           1987 to 1992.  He is a director  of 
                                           the  ARAMARK  Corporation;  The
                                           Barnes Group,  Inc.;  Omnicom Group, 
                                           Inc.;  Scudder New Asia Fund;
                                           Scudder Global High Income Fund;  
                                           Spectrum Health  Services,  Inc.;
                                           and the Korea Fund, Inc.

Finn M. W. Caspersen..................56   Director  (1975 to  present),  
                                           Chairman of Board of  Directors  and
                                           Chief  Executive   Officer,  Chairman
                                           of  Executive  and  Ad  Hoc
                                           Committees and Member of Finance 
                                           Committee.

Robert C. Clark.......................54   Director  (1997 to  present),  Dean 
                                           and  Royall  Professor  of Law,
                                           Harvard Law School;  Member of  
                                           Committee on  Directors,  Committee
                                           on Corporate  Policy and Ad Hoc 
                                           Committee.  Mr. Clark is a trustee
                                           of  the  Teachers   Insurance  &  
                                           Annuity   Association  -  College
                                           Retirement  Equities Fund (TIAA-CREF)
                                           and a director of Collins &
                                           Aikman Corporation and American 
                                           Lawyer Media Inc.

Leonard S. Coleman, Jr................49   Director  (1990  to  present),   
                                           President,   National   League  of
                                           Professional   Baseball  Clubs;   
                                           Chairman  of  Strategic  Planning
                                           Committee,  Member  of  Compensation 
                                           and  Ad  Hoc  Committees  and
                                           Committee  on  Corporate   Policy.   
                                           Mr.   Coleman  was   Executive
                                           Director,  Market  Development, Major
                                           League Baseball from 1992 to
                                           March 1994.  He is a director of 
                                           Omnicom  Group,  Inc.;  New Jersey
                                           Resources Corp.;  Cendant Corp.;  
                                           Avis;  Owens Corning;  The Jackie
                                           Robinson  Foundation;  The National  
                                           Urban League;  Advisory  Board
                                           of the  Martin  Luther  King,  Jr.  
                                           Center for  Non-Violent  Social
                                           Change; Seton Hall University; and 
                                           the Metropolitan Opera.

David J. Farris.......................62   Director   (1982  to   present),   
                                           Member  of  the  Office  of  the
                                           President,  Chief  Operating  Officer
                                           and Member of  Executive  and
                                           Finance  Committees.  Mr. Farris is 
                                           President  and Chief  Executive
                                           Officer of Beneficial Management  
                                           Corporation,  a subsidiary of the
                                           Company, and a director of Foster 
                                           Wheeler Corporation.



James H. Gilliam, Jr..................52   Director  (1984 to  present),  
                                           Executive  Vice  President,  General
                                           Counsel  and  Member  of  Executive  
                                           and  Ad  Hoc  Committees.  Mr.Gilliam
                                           is  Chairman  of the  Board  of  
                                           Directors  of  Beneficial
                                           National  Bank,  a subsidiary  of the
                                           Company.  He is a trustee of
                                           Howard  Hughes  Medical  Institute  
                                           and a director of Bell Atlantic
                                           Corporation.

Andrew C. Halvorsen...................51   Director   (1984  to   present),   
                                           Member  of  the  Office  of  the
                                           President,  First  Vice  President  
                                           and  Chief  Financial  Officer,
                                           Chairman of Finance  Committee  and 
                                           Member of Executive  and Ad Hoc
                                           Committees.

Roland A. Hernandez...................40   Director (1992 to present),  
                                           President,  Chief  Executive  Officer
                                           and a director  of  Telemundo  Group,
                                           Inc.;  President,  Interspan
                                           Communications;    Member   of   
                                           Strategic   Planning   and   Audit
                                           Committees.  Mr.  Hernandez  is a 
                                           nominee for election to the Board
                                           of Directors of Wal-Mart Stores, Inc.

J. Robert Hillier.....................60   Director (1982 to present),  Chairman
                                           and Chief  Executive  Officer
                                           of The Hillier Group,  Inc.,  
                                           architects;  Chairman of Committee on
                                           Directors and Member of Strategic 
                                           Planning Committee.

Gerald L. Holm........................59   Director  (1979 to present),  Former 
                                           Vice  Chairman of the Company;
                                           Member of Strategic Planning, Audit 
                                           and Ad Hoc Committees.

Thomas H. Kean........................62   Director (1990 to present), President
                                           of Drew  University;  Member
                                           of the  Committee  on  Directors  and
                                           the  Compensation  Committee.
                                           Governor Kean is Chairman of the 
                                           Board of Carnegie  Corporation  of
                                           New York;  a member of President  
                                           Clinton's  Race  Relations  Board
                                           and  a  director   of  Amerada   Hess
                                           Corporation;   the  ARAMARK
                                           Corporation;  Bell Atlantic  
                                           Corporation; Fiduciary  Trust Company
                                           International; and United HealthCare 
                                           Corporation.

Steven Muller.........................70   Director (1983 to present), President
                                           Emeritus,  The Johns Hopkins
                                           University;  Chairman of Committee on
                                           Corporate  Policy and Member
                                           of Strategic  Planning,  Compensation
                                           and Ad Hoc  Committees.  Dr.Muller is
                                           a director  of Van  Kampen  American 
                                           Capital  Closed End  Fund;  The Law 
                                           Companies  Group,  Inc.; and  
                                           Organization  Resource
                                           Counselors, Inc.

Susan Julia Ross......................54   Director  (1979  to  present),  Of  
                                           Counsel,  Brown &  Bain,  P.A.;
                                           Partner,  Natelson & Ross, Attorneys 
                                           at Law (1976-1996);  Member of
                                           Compensation Committee and Committee 
                                           on Corporate Policy.

Robert A. Tucker......................71   Director  (1959 to  present),  Former
                                           Member of the  Office of the
                                           President  and Chief  Financial  
                                           Officer of the Company;  Member of
                                           Audit Committee and Committee on 
                                           Directors.


Susan M. Wachter......................54   Director   (1985  to   present),   
                                           Chairman   of  the  Real  Estate
                                           Department  (1997-2000),  Professor 
                                           of Real Estate and Finance, The
                                           Wharton School of the University of  
                                           Pennsylvania;  Member of Audit
                                           Committee and Committee on Directors.

Charles H. Watts, II..................71   Director (1959 to present),  Business
                                           and  Educational  Consultant;
                                           Chairman of Audit  Committee  and 
                                           Member of  Committee on Corporate
                                           Policy.


Executive Officers of the Registrant

       Name                          Age     Position and Offices and Held as of
                                             March 2, 1998

Finn M. W. Caspersen..................56     Director (1975 to present),  
                                             Chairman of Board of Directors,  
                                             Chief Executive  Officer and  
                                             Chairman of  Executive  Committee  
                                             (1976 to present),  Member of the  
                                             Executive  Committee  (1975 to  
                                             present), Member of Finance  
                                             Committee  (1975 to present) and 
                                             Chairman of the Ad Hoc Committee 
                                             (1998 to present) of the Company.

David J. Farris.......................62     Director  (1982 to present), Member
                                             of the Office of the President
                                             (1984 to present),  Chief Operating
                                             Officer (1987 to present),  and
                                             Member of Executive  Committee  
                                             (1983 to present) and Member of the
                                             Finance Committee (1988 to present)
                                             of the Company;  President and
                                             Chief   Executive   Officer   (1982
                                             to  present)   of   Beneficial
                                             Management Corporation, a 
                                             subsidiary of the Company

James H. Gilliam, Jr..................52     Director  (1984 to  present),  
                                             Executive Vice  President  (1989 to
                                             present),  General Counsel (1986 to
                                             present),  Secretary  (1987 to
                                             1992),  Member of Executive  
                                             Committee (1987 to present) and 
                                             Member of  the  Ad  Hoc  Committee 
                                             (1998  to  present) of the Company.
                                             Chairman   (1987  to  present)  of 
                                             Beneficial   National  Bank,  a
                                             subsidiary of the Company.

Andrew C. Halvorsen...................51     Director   (1984  to   present),   
                                             Member  of  the  Office  of  the
                                             President,  First Vice President 
                                             and Chief Financial  Officer (1986
                                             to present),  Member of Executive 
                                             and Finance  Committees  (1984 to
                                             present)  and Member of the Ad Hoc 
                                             Committee  (1998 to present) of
                                             the Company.

Patti Prairie.........................46     Chief  Information  Officer  (1997 
                                             to  present)  of  the  Company;
                                             Executive   Vice   President   
                                             (1997 to  present)  of   Beneficial
                                             Management   Corporation   and  
                                             President   (1997  to  present)  of
                                             Beneficial Technology  Corporation,
                                             subsidiaries  of the Company;
                                             Senior Vice  President of Global  
                                             Corporate  Systems (1995 to 1997)
                                             and Senior Vice  President of 
                                             Corporate  Business  Systems (1994 
                                             to  1995) of American  Express  
                                             Company;  Vice  President  of 
                                             Financial Services of International
                                             Business  Machines  Consulting  
                                             Group (1992 to 1994).

Jonathan Macey........................41     Senior Vice  President,  Controller
                                             and Chief  Accounting  Officer
                                             (1997 to  present) of the  Company;
                                             Vice  President  -  Financial
                                             Controls of  Beneficial  Management
                                             Corporation,  a subsidiary  of
                                             the Company (1992 to 1997).

Scott A. Siebels......................43     Senior Vice President  (1998 to 
                                             present),  Vice President  (1995 to
                                             1997),  Secretary  (1995 to  
                                             present), Assistant General Counsel
                                             (1998 to present) and Associate  
                                             Counsel (1990 to 1997),  Assistant
                                             Vice President  (1993 to 1995);  
                                             and Assistant  Secretary  (1991 to
                                             1995) of the Company.

Officers of the Company hold office until the next Annual  Meeting of the 
Directors or until their  successors  are otherwise elected as provided in the 
By-Laws.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the  Securities  Exchange Act of 1934 requires the Company's  
executive  officers and directors to file  initial  reports of  ownership  and 
reports of changes in ownership  of the  Company's  Common and  Preferred
Stocks with the Securities and Exchange  Commission  ("SEC") and the New York 
Stock  Exchange.  Executive  officers and  directors are required by SEC  
regulations  to furnish the Company with copies of all Section 16(a) forms they
file.  Based  solely on a review  of the files  maintained  by the  Company  and
written  representation  from the Company's executive officers and directors,  
the Company believes that none of its executive officers and directors
failed to comply with Section 16(a) reporting requirements in 1997.

Item 11. EXECUTIVE COMPENSATION

The following  tables and narrative  text discuss the  compensation  paid in 
1997 and the two prior fiscal years to the Company's Chief Executive  Officer 
and the four other most highly  compensated  officers of the Company and its
subsidiaries.


                            SUMMARY COMPENSATION TABLE


                                                         Long Term
                                                        Compensation

                                                                          
                          Annual  Compensation                 Awards           
                                                                      Securities
                                              Other     Restricted    Underlying
                                              Annual      Stock        Options/ 
Name and                                      Compen-      Awards        SAR's  
Principal Position    Year  Salary($) Bonus($) sation($) ($)(1)(2)        (#)(3)
_______________       ____  _______   _______  _______   __________     ________
<TABLE>
<S>                   <C>  <C>             <C>          <C>              <C>    
Finn M. W. Caspersen  1997 $1,156,250(5)  -0-      -    $   941,263(6)   150,000
  Chairman and Chief  1996 $1,102,150(5)  -0-      -    $1,471,600(6)    130,000
  Executive Officer   1995 $1,102,200(5)  -0-      -    $   971,600(6)   120,000

David J. Farris       1997 $   960,272(5) -0-      -    $   299,015(7)    90,000
 Chief Operating 
 Officer              1996 $   945,940(5) -0-      -    $   902,536(7)    90,000
                      1995 $   950,492(5) -0-      -    $   598,808(7)    80,000

Andrew C. Halvorsen   1997 $   666,250    -0-      -    $   250,000       65,000
  Chief Financial 
  Officer             1996 $   635,750    -0-      -    $   375,000       60,000
                      1995 $   635,800    -0-      -    $   250,000       50,000

James H. Gilliam, Jr. 1997 $   667,500    -0-      -    $   300,000       65,000
  Executive Vice 
  President           1996 $   635,750    -0-      -    $   375,000       60,000
  and General Counsel 1995 $   635,850    -0-      -    $   250,000       50,000
Patti Prairie         1997 $   323,577(8) $250,000 -    $   800,000       30,000
  Chief Information
  Officer

(Cont'd)
                  Payouts
              LTIP       All Other
              Payouts    Compen-
              _($)____   sation
                         _($)(4)___

                 -      $40,900
                 -      $52,089
                 -      $39,094

                 -      $45,891

                 -      $60,786
                 -      $57,558

                 -      $12,795

                 -      $15,922
                 -      $12,258

                 -      $13,133

                 -      $16,320
                 -      $15,923
                 -      $   605

</TABLE>

 (1) The  number of shares and the  aggregate  value of such  shares of  
     restricted  stock  held by such  persons as of year-end  1997 were as  
     follows:  Caspersen - 128,536  ($10,684,555);  Farris - 76,442  
     ($6,354,241);  Halvorsen - 29,300 ($ 2,435,563);  Gilliam - 29,300 
     ($ 2,435,563);  and Prairie - 9,073 ($754,193).  The aforementioned  shares
     of restricted stock for Messrs. Caspersen and Farris include 45,117 and 
     12,199 shares,  respectively,  held in the Company's  Employees'  Stock 
     Purchase Plan as amended  (hereinafter  "ESPP" or "Employees'  Stock 
     Purchase  Plan")
     subject to mandatory deferral under the terms of the ESPP and the Company's
     Deferred  Compensation  Plan.  Under the terms of the ESPP  (described  
     more fully in the Company's 1994 Proxy  Statement)  and the Company's  
     Deferred Compensation  Plan,  restricted shares held for Messrs.  Caspersen
     and Farris in the Company's  ESPP will vest on (a) death,  (b) voluntary  
     retirement on or after age 65, (c) involuntary  termination  other than for
     cause,  (d) disability  or (e) on a change of control  (as  defined in the 
     ESPP)  that has not been  approved  by the Board of Directors  of the  
     Company.  Unvested  shares are  forfeited.  Dividends  are paid on the  
     deferred  shares at the current  dividend rate for the Company's  Common 
     Stock and are used to purchase  additional  restricted  shares of Common 
     Stock.

 (2) Under the Company's Key  Employees'  Stock Bonus Plan ("Key  Plan"),  each 
     year the Board of Directors  determines the  maximum  percentage,  not to 
     exceed  5%, of the  Company's  consolidated  net after tax  income  which 
     may be contributed  to  the  Key  Plan.  The  Compensation  Committee  then
     determines  (a)  the  dollar  amount  of the contribution  to the Key Plan 
     for such calendar  year;  (b) which  employees  will receive an award for 
     such year; and (c) the amount of each award.  The Committee  makes awards 
     to employees  based on each  person's  performance, as well as such other  
     factors  as the  Committee  deems  appropriate.  These  awards  vest on the
     earlier of (i) January 1 of the fifth year after the award  year;  (ii) the
     death or  disability  of the  participant,  (iii) for awards under certain 
     special  circumstances,  a date determined by the Compensation  Committee, 
     provided that the resulting  vesting  period is no shorter than normal 
     vesting;  (iv) the date on which the employee  involuntarily terminates  
     employment other than for cause or (v) certain  termination  following a
     change of control (as defined in the Key Plan).  If on such date  
     deductibility  to the  Company  is  restricted under Internal Revenue  Code
     162(m),  deferral is  mandatorily  extended  until full  deductibility  is 
     available  to the  Company,  generally following the employee's termination
     of  employment. Awards which do not vest are forfeited.  Awarded shares are
     placed in trust while  unvested,  and while in trust the  employee  has the
     right to vote the shares in his or her account.  Dividends are paid on such
     shares at the current  dividend rate for the Company's  Common Stock and 
     used to purchase  additional  shares of stock for each  employee who has 
     received an award.  Awards under the Key Plan for 1997 were made in 
     February of 1998.  On May 21, 1997,  the  Compensation  Committee  approved
     an initial award under the Key Plan to Ms.  Prairie  effective  as of 
     June 15, 1997 of  $600,000  to vest over a  four-year  period ending
     June 14, 2001.

 (3) The  Company's  Option  Plan does not  provide for the award of stand alone
     stock  appreciation  rights  (SARs). Limited  tandem  SARs may be  awarded 
     to such  persons  under the Option  Plan with  respect to then  outstanding
     options in the event of a change in control of the Company.

 (4) All Other Compensation  includes  contributions made by the Company under 
     the Beneficial  Corporation Savings Plan (a 401k plan), ordinary life
     insurance premiums paid by the Company.  Messrs.  Caspersen,  Farris,  
     Halvorsen, and Gilliam  each  received  $3,750 in  contributions  to the 
     Savings  Plan in 1995 and 1996 and $4,000 in 1997.  With respect to life 
     insurance  premiums,  Mr. Caspersen received $35,344 in 1995, $48,339 in 
     1996 and $36,900 in 1997; Mr. Farris received $53,808 in 1995,  $57,036 in
     1996 and $41,891 in 1997; Mr. Halvorsen  received $8,508 in 1995, $12,172 
     in 1996 and $8,795 in 1997;  Mr.  Gilliam  received  $12,173 in 1995,  
     $12,570 in 1996 and $9,133 in 1997; and Ms. Prairie received $605 in 1997. 
     The Company does not maintain split dollar life insurance arrangements.

 (5) Subject  to the  Company's  mandatory  deferral  arrangement,  the 
     Compensation  Committee  approved  a salary of $1,572,000 for 1995, 
     $1,572,000  for 1996 and  $1,650,000  for 1997 for Mr.  Caspersen and a 
     salary of $1,095,000 for 1995 and $1,095,000  for 1996 and  $1,150,000 for 
     1997 for Mr. Farris.  Pursuant to the terms of the Company's Deferred  
     Compensation  Plan, Mr.  Caspersen's  salary includes $135,744  mandatorily
     deferred in 1995,  $148,739  mandatorily deferred in 1996 and $209,238
     mandatorily deferred in 1997 on an unfunded basis.

 (6) Includes awards made under the Key Plan and amounts  mandatorily  deferred 
     into the Company's ESPP under the terms of the ESPP and the  Company's 
     Deferred  Compensation  Plan.  Under  the Key  Plan,  Mr.  Caspersen  was 
     awarded $1,000,000  with respect to 1996  performance  and $500,000 with 
     respect to 1995  performance.  Mr.  Caspersen did not  receive an award 
     under the Key Plan with  respect to 1997  performance.  Compensation  
     mandatorily  deferred into the ESPP during 1997 was  $495,000,  during 1996
     was  $471,600  and during 1995 was  $471,600.  In  addition,
     under the terms of the ESPP and the  Deferred  Compensation  Plan,  
     restricted  stock  valued at  $446,263  vested during 1997.

 (7) Includes awards made under the Key Plan and amounts  mandatorily  deferred
     into the Company's ESPP under the terms of the ESPP and the Company's 
     Deferred  Compensation  Plan.  Under the Key Plan, Mr. Farris was awarded  
     $750,000 with respect to 1996  performance,  and $450,000 with respect to 
     1995  performance.  Mr. Farris did not receive an award  under the Key Plan
     with  respect  to 1997  performance.  Compensation  mandatorily  deferred  
     into the ESPP during 1997 was $214,187,  during 1996 was $152,536,  and 
     during 1995 was $148,808.  In addition,  under the terms of the ESPP and 
     the Deferred Compensation Plan, restricted stock valued at $84,828 vested 
     during 1997.

 (8) Reflects compensation after June 16, 1997, the date Ms. Prairie commenced
     employment with the Company.

                        OPTION GRANTS FOR 1997

                                                           Potential Realizable
                                                               Value at Assumed
                                                           Annual Rates of Stock
                                                          Price Appreciation for
                                                            10 Year Option Term
          Individual                                       Through 11/19/2007(3)
            Grants
   (a)                (b)        (c)      (d)      (e)       (f)       (g)
                   Number of  % of Total
                   Securities   Options
                   Underlying  Granted to  Exercise
                      Options  Employees  or Base
                      Granted  in Fiscal   Price  Expiration
Name                 (#)(1)(2)   Year     $/Sh)   Date       5%($)      10%($)
<TABLE>
<S>                   <C>      <C>     <C>       <C>   <C>           <C>        
Finn M. W. Caspersen  150,000  13.63%  $77.0625  11/19/07 $7,269,629 $18,422,667
David J. Farris        90,000   8.17%  $77.0625  11/19/07 $4,361,777 $11,053,600
Andrew C. Halvorsen    65,000   5.90%  $77.0625  11/19/07 $3,150,172 $ 7,983,156
James H. Gilliam, Jr.  65,000   5.90%  $77.0625  11/19/07 $3,150,172 $ 7,983,156
Patti Prairie          30,000   2.72%  $77.0625  11/19/07 $1,453,926 $ 3,684,533
</TABLE>
_______________

 (1) 25% of the total grant vests on each of 11/19/98, 11/19/99, 11/19/00 and
     11/19/01.

 (2) Options  were awarded on November  19, 1997 under the  Company's  1990  
     Non-Qualified  Stock Option Plan  ("Option Plan").  All options  were  
     granted  for a ten-year  term,  subject to  forfeiture  upon  certain  
     termination  of employment  events.  The option price may be no lower than 
     the fair market value of the Company's  Common Stock of the date of grant. 
     Unexercisable  stock options become  exercisable  upon an optionee's  
     retirement  when certain conditions  are met and upon a change in control. 
     The plan permits  optionees  to satisfy the exercise  price and tax  
     withholding  requirements  by delivery of  previously  owned shares of
     Common  Stock.  Under the terms of the plan, no employee may receive 
     options in any calendar year with respect to more than 200,000 Common
     shares.

 (3) The  Potential  Realizable  Value to all common  stockholders  as of 
     December  31, 1997 was  $2,587,225,760  under column (f) and $6,529,665,014
     under column (g).  Potential  Realizable Value represents the aggregate net
     gain to all common  stockholders,  assuming a beginning  market  price of 
     $77.0625  (the fair market  value  option  price determined  on
     November  19,  1997) and  appreciation  at the assumed  annual rates of 5%
     and 10% for the ten-year period from  November 19, 1997 to
     November  19, 2007.  The assumed  rates of  appreciation  are set as part
     of the proxy  rules.  There can be no assurance  that the Common Stock will
     perform at the assumed  annual rates used for purposes of this table.  The 
     Company does not make or endorse any predictions as to future stock 
     performance.

                        AGGREGATED OPTION EXERCISES IN 1997
                          AND 1997 YEAR-END OPTION VALUES

     (a)               (b)        (c)             (d)             (e)

                                             Number of
                                            Securities           Value of
                                             Underlying         Unexercised
                                            Unexercised        In-The-Money
                      Shares                 Options at          Options at
                    Acquired                1997 Year-End      1997 Year-End(1)
                          on       Value        (#)                   ($)
                    Exercise    Realized    Exercisable/        Exercisable/
      Name               (#)         ($)    Unexercisable       Unexercisable
 _______________________________________________________________________________

<TABLE>
<S>                   <C>      <C>         <C>    <C>     <C>          <C>      
 Finn M. W. Caspersen .59,325  $2,477,145  62,500/336,825 $  1,586,406/5,896,926
 David J. Farris ......     0           0 341,550/217,050 $ 15,328,742/3,922,065
 Andrew C. Halvorsen...     0           0 176,600/147,200 $  7,634,222/2,548,825
 James H. Gilliam, Jr..33,000  $1,352,897 165,400/147,200 $  6,997,897/2,548,825
 Patti Prairie.........     0           0        0/30,000 $            0/163,125
</TABLE>
 _______________

 (1) Based on a value per share at December 31, 1997 of $82.50.


                        PENSION AND SUPPLEMENTAL PLAN TABLE

The following  table  illustrates  the estimated  annual  benefits,  based on 
the indicated  applicable  average annual compensation  and years of  service  
upon  retirement,  payable  under the  Beneficial  Corporation  Pension  Plan 
(the "Pension Plan") and the Supplemental  Retirement Plan (the "Supplemental  
Plan") (prior to any offset) to a participant who retires at the end of the 
calendar year in which age 65 is attained.

                             Years of Service

 Remuneration    15         20        25          30          35           40
<TABLE>
<S>          <C>        <C>        <C>         <C>         <C>         <C>   <C>
 $ 150,000   $ 34,125   $ 46,125   $ 58,500    $ 71,250    $ 84,375    $ 97, 875
 $ 250,000     56,875     76,875     97,500     118,750     140,625      163,125
 $ 450,000    102,375    138,375    175,500     213,750     253,125      293,625
 $ 650,000    147,875    199,875    253,500     308,750     365,625      424,125
 $ 850,000    193,375    261,375    331,500     403,750     478,125      554,625
 $1,000,000   227,500    307,500    390,000     475,000     562,500      652,500
 $1,250,000   284,375    384,375    487,500     593,750     703,125      815,625
 $1,500,000   341,250    461,250    585,000     712,500     843,750      978,750
 $1,750,000   398,125    538,125    682,500     831,250     984,375    1,141,875
</TABLE>

The basic benefit  formula under the Pension Plan (before the reduction  
discussed  below)  provides  benefits of from 1.5% to 1.8% of average  annual  
compensation, with the benefit  accrual rate  increasing  with years of service.
The maximum  annual  retirement  benefit  under the Pension Plan is generally  
65.25% of an employee's  highest  applicable average annual  compensation for 
three  consecutive  years.  Compensation  under the Pension Plan is defined to 
include wages paid,  year-end  adjustments  (if any),  bonuses,  overtime,  
salary  deferral  contributions  to the  Beneficial Corporation  Savings  Plan 
(a 401k plan),  any amounts  subject to  mandatory  deferral  under the  
Company's  Deferred Compensation Plan and other special earnings.  Company  
contributions  under the Employees' Stock Purchase Plan and the Key Plan,  
income  recognized  pursuant to the Option Plan,  certain  moving  expenses, 
taxable  group life  insurance premiums,  certain  commissions  and  incentive  
payments  and  severance  pay are  excluded  from  the  definition  of
compensation.

In determining  benefits  payable under the Pension Plan,  amounts payable are 
reduced by (1) one-half of an employee's annual social security benefit, 
(2) benefits  actuarially  determined from Company  contributions under the 
Beneficial Corporation  Savings Plan and the earnings  thereon and (3)any amount
vested under the  Company's  prior pension plan which  terminated  in 1983.  The
actuarial  value of an  employee's  annual  retirement  benefit may, at an 
employee's option,  be paid in a single  payment  upon  retirement.  Benefits 
under the Pension  Plan are fully vested after five years of cumulative  service
or at age 65. The Pension Plan also contains  provisions for early retirement,  
disability and death benefits and payments to a vested employee who leaves the 
Company prior to retirement.

The Company also has a Supplemental  Plan to restore to employees of the Company
those  retirement  benefits  earned by such persons under the Pension Plan but 
not payable  because of the  limitations  imposed on qualified plan benefits by
the Internal  Revenue Code.  Payment of benefits  under the  Supplemental  Plan
may be made at the same time and in the same manner  benefits under the Pension 
Plan are paid. If a  participant's  employment is terminated and such person is
entitled to a deferred  vested benefit under the Pension Plan,  such person will
be entitled to receive  benefits under the  Supplemental  Plan upon retirement. 
The  Supplemental  Plan also provides a lump sum death benefit to certain key
employees equal to the amounts they have accrued under the Pension Plan.

Under the Company's  Pension Plan and  Supplemental  Plan,  covered  earnings 
include  salary and amounts  mandatorily deferred into the Company's ESPP as set
forth in the Summary  Compensation   Table, but not long-term  incentive payouts
or any other incentive awards.

Messrs.  Caspersen,  Farris,  Halvorsen and Gilliam and Ms.  Prairie had  
approximately  26, 38, 20, and 18 years and 5 months of service, respectively, 
credited under the Pension Plan and the Supplemental Plan through 1997.

Compensation of Directors.

Directors who are not also employees of the Company  receive for their services 
$1,500 per quarter and $7,000 for each Board  meeting  attended.  Directors who 
are employees  receive $200 for each Board  meeting  attended.  In addition to
the  quarterly  fee,  non-employee  directors  who are  members of the Audit,  
Compensation,  Committee  on  Directors, Corporate Policy,  Strategic  Planning
or any Ad Hoc committee receive $1,000 for each meeting attended or for each day
services  are  performed  on behalf of any such  committee  or the  Board. 
Non-employee  directors  who are  committee chairpersons  receive an  additional
$500 for each meeting they chair or for each day services are performed on 
behalf of such  committee.  At the option of any  director,  payment of  meeting
and  service  fees may be  deferred  until a director  either  reaches the age 
of 70 or  terminates  his or her  relationship  with the Company.  Such deferred
fees bear interest at an annual rate equal to the average  annual  interest 
cost of all short- and long-term  borrowings by the Company and its consolidated
subsidiaries.  Non-employee  directors also receive an annual award of 4,000 
options to purchase the Company's  Common Stock under the Option Plan,  and they
are entitled to  participate  in the Company's
Employees'  Stock Purchase Plan and in a health  insurance  arrangement  made 
available by the Company.  On December 1, 1997, each  non-employee  director was
issued a non-recurring  option to purchase 2,000 shares of the Company's  Common
Stock under the Option Plan.

In order to allow the Company to avail itself of the  experience of retired  
directors,  it is the Company's  policy to pay each  director  who (a) ceases to
be a director after having  attained the age of 70 years and  completed at least
five  years of service or (b) has served  for ten years and  either  resigns 
voluntarily  or decides  not to stand for re-election,  the sum of $8,500 per 
quarter if such director agrees to be available to render advice to the Board, 
its Executive  Committee  or  any of its  members.  In  addition,  upon  a 
change  in  control  of  the  Company,  wherein non-employee  directors and
directors emeriti would cease to hold such positions, such persons would receive
quarterly payments  ranging  from $4,250 to $8,500,  depending  on their years 
of service,  for the  remainder  of their lives in consideration  for and  
subject to their  continued  availability  to the  Company or its  successor 
for  purposes  of consultation.  If a change in control occurs before Dr. Watts
becomes a director  emeritus,  he would receive quarterly payments of $12,500 
due to prior  service as a General  Director for a period  exceeding five years.
The Company will purchase annuities to provide for such payments in the event of
a change of control of the Company.

Employment Contracts and Terminations of Employment and Change-in-Control 
Arrangements.

The Company  has  employment  contracts  with  approximately  260  management  
level  employees  of the Company and its subsidiaries  to assure such employees 
of equitable  treatment in the event of a "change in control" of the Company (as
defined below) not approved by the Company's Board of Directors.  
Messrs. Caspersen,  Farris, Halvorsen and Gilliam and Ms.  Prairie are not
covered by such  agreements  but,  instead,  have  Severance  Agreements as 
described  below.  The employment  contracts  are operative for a three-year  
period if a "change in control"  occurs.  They will provide such employees (a)  
compensation  during the  employment  period at a rate equal to that existing  
immediately  prior to the change in control,  adjusted through such period to
reflect  increases based upon the Company's prior practices and (b) continued  
eligibility  during such period  under the  Company's  employee  benefit  plans.
An  employee's  good faith determination  that the nature and scope of his or 
her duties have been limited  following a "change in control"  would entitle the
employee to  terminate  employment  with the Company.  In that event or in the 
event of a  termination  of employment by the Company other than for  "cause" 
(as defined in the  contract),  most  components of such  compensation and 
benefits would  continue  through the remainder of the  three-year  period.  The
contracts also provide that in the event any payments  thereunder  become 
subject to excise tax under the Internal  Revenue Code, the Company will make an
additional cash payment to the employee to offset such tax.

For  employment  contract  purposes,  "change in  control"  will be deemed to 
have  occurred  if and when,  without the approval of the Company's Board of
Directors,  (1) a "person"  acquires 20% or more of the combined voting power of
the Company's then  outstanding  securities;  (2) a majority of the Board ceases
to consist of (a)  individuals  who at the beginning of such period  constitute 
the Board or(b) any new directors  whose election by the Board on nomination for
election by the Company's  stockholders  was approved by a vote of a least  
two-thirds  of the directors  then still in office who either were  directors  
at the  beginning  of the period or whose  election or  nomination  for election
was previously so approved;  (3) subject to certain specified  exceptions,  the 
Company (or a direct or indirect subsidiary of the Company) is merged or
consolidated  with any other  corporation;  or (4) the Company sells all or  
substantially all of its assets or stockholders of the Company approve a 
complete liquidation or dissolution of the Company.

Severance Agreements.

The Company has severance  agreements  with  approximately  114 key officers of 
the Company and its  subsidiaries  with severance  benefits  that vary,  
depending on the  individual's  position.  Messrs.  Caspersen,  Farris,  
Halvorsen and Gilliam and Ms.  Prairie are covered by such  agreements.  As 
amended and restated as of March 26, 1996, the agreements for Messrs. Caspersen,
Farris,  Halvorsen,  and Gilliam and Ms. Prairie  provide,  among other things, 
for severance payments in the event of  termination  by the Company other than
for "cause" (as defined in the agreements) or by such officer for "good reason" 
(as  defined in the  agreements)  following a "change in control" of the Company
(as defined below).  Severance  benefits  under the  Severance  Agreements  
consist  principally  of (i) three times the sum of the officer's  (a) annual 
base salary,  (b) the highest of the three most recent awards under the Key Plan
and (c) the most recent annual award under any cash  incentive  plan (no such
plan currently  exists for U.S.  executives,  but would be covered if one should
ever be  adopted);  (ii) a lump sum payment  equal to (a) the  aggregate 
nonvested  share units credited to the officer's  Employees'  Stock Purchase 
Plan and (b) the aggregate  value of the officer's  account under
the Key Plan;  (iii) with some  restrictions,  three years of continued coverage
under the Company's  benefit  plans; (iv) three  years of credit for eligibility
for retiree  medical  coverage;  (v) that if he or she  remains  with the 
Company for three months  following a "change in control",  he or she may 
terminate  employment  for any reason during the fourth month and upon such 
termination  receive the severance  benefits set forth above;  and (vi) for 
additional cash  payments to offset any federal  excise tax that may be imposed
by reason of payments  made in  connection  with a "change in control" of the
Company.

For all severance agreement  purposes,  "change in control" will be deemed to 
have occurred if and when: (1) a "person" acquires 20% or more of the combined
voting power of the Company's then outstanding  securities;  (2) a majority of
the Board ceases to consist of (a)  individuals  who at the  beginning of such 
period  constitute  the Board or (b) any new directors whose election by the
Board on nomination for election by the Company's  stockholders  was approved by
a vote of at least  two-thirds of the directors  then still in office who either
were directors at the beginning of the period or whose election or nomination 
for election was previously so approved;  (3) subject to certain specified  
exceptions, the Company (or a direct or indirect  subsidiary of the Company) is
merged or consolidated with any other  corporation; or (4) the Company  sells 
all or  substantially  all of its assets or  stockholders  of the Company  
approve a complete liquidation or dissolution of the Company.  The  transactions
contemplated by the Agreement and Plan of Merger,  dated as of April 7, 1998,  
among  Household  International,  Inc.  ("Household"),  Household  Acquisition  
Corporation II, a wholly owned  subsidiary of Household  ("Merger Sub") and the
Company,  pursuant to which,  among other things,  Merger Sub will be merged 
with and into the Company  with the Company  surviving as a wholly owned  
subsidiary  of  Household, will constitute a "change in control" under all 
severance agreements.

Directors' Indemnification Agreements.

The Company entered into  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  with  respect 
to 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 Company to advance all  reasonable  expenses  incurred by a 
director in any such  proceeding  provided that he or she undertakes to repay 
the amount  advanced if it is ultimately  determined  that he or she is not 
entitled to  indemnification  for such  expenses.  The  agreements  provide 
that upon the  occurrence  of a "change in control" (defined in the  agreements)
of the Company,  the Company has the burden of proof to establish that a 
director who has requested indemnification is not entitled to it.

Compensation Committee Interlocks and Insider Participation.

None.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners.

The following table sets forth  information  regarding each person who, to the 
Company's  knowledge,  owns more than 5% of any class of the Company's
outstanding voting securities:
                                                       $4.30 Dividend
                                             Common     Cumulative    % of Class
Name and Address of Stockholder              Stock     Preferred Stock    Owned

FMR Corp.
82 Devonshire Street
Boston, MA 02109.........................      5,306,405(1)    -          9.82%

The Capital Group Companies, Inc. and Capital
Research and Management Company
333 South Hope Street
Los Angeles, CA 90071 . . . . . . . . . .      4,047,000(2)    -          7.49%

The Hodson Trust
100 Beneficial Center
Peapack, NJ 07977........................      3,476,667(3)    -          6.43%

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230.......................           -      75,000(4)      8.97%
_______________

(1)   Based on information  contained in a report on Schedule 13G of FMR Corp. 
     ("FMR"),  dated February 14, 1998, filed with the Commission  under the 
      Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"). 
      According to such report, FMR is the parent holding company of several  
      investment adviser or investment manager  subsidiaries which together 
      beneficially  own 5,306,405  shares (9.82%) of the Company's Common Stock.
      FMR has the sole power to vote 609,575 of such shares and the sole power 
      to dispose of all 5,306,405 shares.

(2)   Based on  information  contained in a report on Schedule 13G of The
      Capital Group  Companies,  Inc.,  and Capital Research and  Management  
      Company,  dated  February 10, 1998 filed with the  Commission  under the 
      Exchange  Act. According to such information,  as of December 31, 1997,
      Capital Research and Management  Company,  an investment advisor 
      registered under Section 203 of the Investment  Advisor's Act of 1940 and 
      wholly owned subsidiary of the Capital Group Companies, is the beneficial 
      owner of 4,047,000 shares (7.49%) of the Company's Common Stock.

(3)   As of March 23,  1998,  The Hodson  Trust held of record the number of 
      shares of Common  Stock  indicated  in the table,  40 shares of $4.30  
      Dividend  Cumulative  Preferred  Stock  (less than 1% of such class) and
      73 shares of $5.50 Dividend Cumulative  Convertible  Preferred Stock (less
      than 1% of such class).  Messrs.  Caspersen,  Holm, Tucker and four other 
      persons serve as trustees of such trust and share voting and investment 
      power, but have no interest in the  principal  or income of such trust.  
      Such shares may be regarded as  beneficially  owned by each such person
      under Rule 13d-3 promulgated by the Commission under the Exchange Act.

(4)   Based on information contained in a report on Schedule 13G of The Life 
      Insurance Company of Virginia ("Life of Virginia"), dated May 21, 1987, 
      filed with the Commission under the Exchange Act.  According  to such
      report, Life of Virginia, an insurance company as defined in 
      Section 3(a)(19) of the Exchange Act, shares voting and dispositive power
      with an affiliated investment manager which together with Life of Virginia
      beneficially own 75,000 shares, (8.97%) of the $4.30 Dividend Cumulative
      Preferred Stock.

Security Ownership of Management.

The following table sets forth information  regarding  beneficial  ownership of 
the Company's equity securities of each director,  the five most highly  
compensated  executive  officers of the Company and its subsidiaries and the 
directors and executive officers of the Company as a group, as of 
February 28, 1998.


                         Equity Securities of the Company Beneficially Owned (1)


                            Common     Unexercisable   % of     5% Pfd.    % of
Name of Person or Group     Stock(10)  Options (11)  Class (12)  Stock     Class

<TABLE>
<S>                             <C>           <C>       <C>     <C>         <C> 
Robert J. Callander...          16,727        6,000         *      -          -
Finn M. W. Caspersen(2)(3)
   (4)(5)(6)(7)(8).......    5,525,300      336,825      10.21%   2,636       *
Robert C. Clark..........          153        6,000         *       -         -
Leonard S. Coleman.......       19,173        6,000         *       -         -
David J. Farris(2).......      552,158      217,050         *       -         -
James H. Gilliam, Jr.(7)(8)    232,486      147,200         *       -         -
Andrew C. Halvorsen(2).....    267,468      147,200         *       -         -
Roland A. Hernandez........     13,651        6,000         *       -         -
J. Robert Hillier..........     34,126        6,000         *       -         -
Gerald L. Holm(4)(6)...      3,895,404        6,000       7.21%     -         -
Thomas H. Kean............      20,529        6,000         *       -         -
Steven Muller.............      20,988        6,000         *       -         -
Patti Prairie.............      11,661       30,000         *       -         -
Susan Julia Ross..........      26,851        6,000         *       -         -
Robert A. Tucker(2)(3)(4)(7) 3,765,369        6,000       6.97%     679       *
Susan M. Wachter(2)..........   30,649        6,000         *       -         -
Charles H. Watts, II(2)(3)...  183,157        6,000         *       737       *

All directors and executive officers
as a group (19 persons)
(2)(3)(4)(5)(6)(7)(8)(9)  .. 6,975,407t     976,700      12.69%   3,373t      *
</TABLE>

In addition,  as of such date,  Mr.  Tucker was the  beneficial  owner of 4,700*
shares of $4.30  Dividend  Cumulative Preferred Stock and 29* shares of $4.50 
Dividend Cumulative Preferred Stock.
_______________

*Less than 1.0% of class.

tPursuant to Item 403 of Regulation S-K, this total does not reflect multiple 
counting of shares reflected above.

(1)   Unless  otherwise  indicated  below in  footnotes  (2)  through  (8),  
      each  director  possesses  sole voting and investment power with respect 
      to the shares shown opposite his or her name.

(2)   Includes  shares of Common Stock owned by spouses or certain  members of
      the families of  directors, as to which such directors disclaim beneficial
      ownership, as follows:  Caspersen 347,512 shares; Farris 138 shares; 
      Halvorsen 14,986 shares; Tucker 7,628 shares; Wachter 800 shares, and 
      Watts 22,817 shares.

(3)   Includes 100,074 shares of Common Stock held by a trust as to which 
      Messrs.  Caspersen,  Tucker, Watts and others serve as trustees (sharing
      voting and investment power), shown as beneficially owned by each of them.

(4)   Includes  shares owned by The Hodson Trust.  For  information  concerning 
      shares held by this trust see Security Ownership of Certain Beneficial 
      Owners on page 11.

(5)   Includes  625,190 shares of Common Stock other than shares  referred to in
      notes (2), (3), (4), (6), (7) and (8), as to which Mr. Caspersen shares 
      voting and investment power with others.

(6)   Includes  372,320 shares of Common Stock owned by The Hodson  Scholarship 
      Foundation,  Inc., as to which Messrs. Caspersen and Holm share voting and
      investment power with others.

(7)   Includes  119,222  shares of Common  Stock and 679 shares of 5% Pfd. Stock
      owned by the  Beneficial  Foundation, Inc., as to which Messrs. Caspersen,
      Tucker and others share voting and investment power. On April 7, 1998,
      Mr. Gilliam was elected a Member and Director of the Beneficial 
      Foundation,  Inc. The Equity Securities  beneficially owned by Mr. Gilliam
      do not include shares held by Beneficial Foundation, Inc.

(8)   Includes 15,000 shares of Common Stock owned by two charitable  trusts as 
      to which Messrs.  Caspersen and Gilliam share voting and investment power 
      with another.

(9)   Includes shares of Common Stock which will vest in March of 1998 under the
      Employees' Stock Purchase Plan.

(10)  Includes the number of shares that could be acquired as of 
      February  28, 1998 by the exercise of options  granted under the Company's
      Option Plan as follows: Callander (12,000), Caspersen (62,500), Clark (0),
      Coleman (16,000), Farris (341,550),Gilliam (165,400), Halvorsen (176,600),
      Hernandez (12,000), Hillier (16,000), Holm (12,000), Kean (16,000), Muller
      (16,000),  Prairie (0), Ross (16,000),  Tucker (12,000), Wachter (16,000),
      Watts (16,000), and all directors and officers as a group 919,325.

(11)  Options to purchase  Common  Stock  awarded  under the  Company's  Option
      Plan not  currently  exercisable.  This information is  voluntarily  
      disclosed and such amounts are not included in the Common Stock  
      beneficially  owned column or in the percentage of class column.

(12)  Percentages  include shares that could be acquired under the Company's  
      Option Plan as set forth in footnote (10) above.

      For a brief discussion of the merger of a wholly owned subsidiary of 
      Household with and into the Company with the Company surviving as a wholly
      owned subsidiary of Household, see "Item 11. 
      EXECUTIVE COMPENSATION-Employment Contracts and Termination of Employment 
      and Change-in-Control Arrangements-Severance Agreements".


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Loans.

Certain banking and mortgage  company  subsidiaries  of the Company have made, 
and will continue to make,  mortgage and other loans,  in the ordinary course of
business,  to directors and officers of the Company.  These loans have been and
will be made on substantially the same terms,  including interest rate and 
collateral,  as those prevailing at the time for  comparable  transactions  with
other  customers  and do not and will not  involve  more than the  normal  risk 
of collectibility or present other unfavorable features.

Transactions with Management and Others.

On February 5, 1997 the Company  purchased  9,000  shares of Common  Stock from 
Finn M. W.  Caspersen,  Chairman of the Board of Directors,  Chief Executive 
Officer and a director of the Company, in a privately negotiated transaction.  
The price paid was $67.8125 per share  ($610,312.50),  which was the average  
between the highest and lowest quoted selling price per share on the New York 
Stock Exchange  Composite  Transaction Tape on the date of sale. The Company  
purchased the shares as a part of its acquisition  program for shares of its 
Common Stock to fund its contribution  under the Key Plan for  anticipated 
February 1997 awards to employees for 1996  performance.  Such  transaction  was
authorized by a majority of the members of the Executive  Committee of the Board
of Directors in a meeting held  February 4, 1997.  The shares of Common Stock 
were awarded to Mr.  Caspersen in February  1993 for 1992  performance  and  
distributed  to Mr. Caspersen in January 1997 pursuant to the terms of the 
Company's Key Plan.

Professional Associations.

The Hillier Group,  an  architectural  firm, of which Mr. Hillier is Chairman
and Chief  Executive  Officer,  performed architectural and land planning 
services for a subsidiary of the Company in 1997.



                            SIGNATURES

Pursuant to the  Requirements  of the  Securities  Act of 1934,  the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                  BENEFICIAL CORPORATION
                                  By     /s/ Scott A. Siebels
                                             Scott A. Siebels
                                           Senior Vice President
                                          Corporate Secretary and
                                          Assistant General Counsel

Date: April 28, 1998