UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-K
(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, 1996
                                
                               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                (Zip Code)
     executive offices)
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  March 1, 1997, there were 54,123,054 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 $3.8 billion.
  
               DOCUMENTS INCORPORATED BY REFERENCE
  Part  III  incorporates by reference certain  portions  of  the
Beneficial  Corporation  Proxy  Statement  for  the  1997  Annual
Meeting of Stockholders scheduled to be held May 22, 1997.

                           PART I

Item 1.  BUSINESS.

                           General

      Beneficial Corporation (Company) was organized under  the
laws  of  the  State  of Delaware on May 9, 1929,  through  the
consolidation of three companies which had been operated  under
the  same  management.  The Company traces its origin  to  1914
when its first consumer loan office was opened.  The Company is
a   holding   company,  subsidiaries  of  which   are   engaged
principally   in   the  consumer  finance  and   credit-related
insurance businesses.  Operations conducted by the subsidiaries
consist  principally of a 1,186-office consumer finance network
located  in the United States, Canada, Germany, and the  United
Kingdom;  Personal  Mortgage  Corporation,  a  direct  response
mortgage  lending  unit,  which originates  home  equity  loans
chiefly  in  the  Northeast, Middle  Atlantic  and  West  Coast
regions;  Beneficial National Bank USA, a specialized  private-
label  credit card bank located in Delaware; Beneficial  Credit
Services,   which  is  engaged  in  sales  finance  activities;
Beneficial  National  Bank,  a  full  service  commercial  bank
located in Delaware, which is also engaged in making income tax
refund  anticipation loans; The Central National Life Insurance
Company  of  Omaha  and its subsidiary, First Central  National
Life  Insurance Company of New York, which underwrite life  and
disability consumer credit insurance; Wesco Insurance  Company,
which provides credit property insurance; BFC Insurance Limited
which is located in Ireland and underwrites life, accident  and
health  insurance;  and Harbour Island Inc.  and  subsidiaries,
which  are engaged in real estate development in Florida.   The
Company  and  its  subsidiaries  employed  approximately  9,700
people at December 31, 1996.

      For  information concerning various factors that affected
operations  during  1996,  see  "Management's  Discussion   and
Analysis  of  Financial  Condition and Results  of  Operations"
under Item 7.  For pertinent geographical data, see Note 21  to
the financial statements.

                         Operations

Consumer Finance Operations

    Loan Office Network

      Consumer loan subsidiaries operate through a loan  office
network  in  the United States, Canada, Germany and the  United
Kingdom.    In   addition  to  making   consumer   loans,   the
subsidiaries  purchase  loans and sales finance  contracts  and
sell  certain  insurance products.  The number of loan  offices
has  grown  noticeably in the last two years.   In  the  United
States,  this trend reflects the Company's re-entering  smaller
markets  and  inner-city urban locations, with new, scaled-down
offices, staffed by only two or three people.  Expansion in the
United  Kingdom  reflects plans to increase  market  share  and
capitalize   on   Beneficial  Bank  PLC's  strong   competitive
position.   The number of offices in the network for  the  past
five years is shown in the following table:

                       Number of Offices at December 31
<TABLE>
<S>                    <C>     <C>       <C>     <C>       <C>  
                      1996     1995     1994     1993     1992
United States          972      927      902      886      883
Canada                 109      105      102      103      103
United Kingdom          90       81       69       60       53
Germany                 15       17       17       17       17
    Total            1,186    1,130    1,090    1,066    1,056
</TABLE>
      In  addition,  consumer  finance operations  include  two
subsidiaries engaged in private-label and bank credit card  and
sales  finance activities and a commercial bank and  its  eight
full-service branches located in Delaware.

    Finance Receivables

      The  following table shows the composition of the finance
receivables portfolio at December 31
(in millions):

<TABLE>
<S>                           <C>     <C>    <C>    <C>     <C>
Receivables Owned:           1996    1995    1994    1993   1992
   Real Estate Secured     $6,067 $ 6,636 $ 6,860 $ 6,708 $5,975
   Personal Unsecured       2,983   2,756   2,486   2,275  2,149
   Credit Cards             4,596   3,084   2,062   1,243    790
   Sales Finance Contracts    926     837     810     696    575
   Commercial                 100     103     105      97    103
         Total             14,672  13,416  12,323  11,019  9,592
Receivables Sold with                                         
Servicing Retained
  (all real estate secured) 2,189   1,114     630     192    370
         Total Owned and
         Service          $16,861 $14,530 $12,953 $11,211 $9,962
</TABLE>
     Periodically, subsidiaries of the Company sell home equity
loans  to  trusts  created as real estate  mortgage  investment
conduits  and  retain servicing.  The Company also  retains  an
economic  interest in the residual cash flows of  such  trusts.
The  subsidiaries sold $1,919 million of home equity  loans  in
1996,  $1,104  million  in 1995, $757 million  in  1994,   $620
million in 1991, as well as $248 million in 1989.

      The  table  below discloses at December 31  international
finance  receivables by country as translated into U.S. dollars
(in millions):

<TABLE>
<S>                          <C>     <C>    <C>    <C>     <C>
                             1996   1995   1994    1993   1992
Canada                     $  714 $  684 $  605  $  517 $  487
United Kingdom              1,344  1,003    867     666    547
Germany                       389    431    421     402    417
    Total                  $2,447 $2,118 $1,893  $1,585 $1,451
Percentage of Receivables   16.7%  15.8%  15.4%   14.4%  15.1%
Owned
</TABLE>
    International Operations

      The  Canadian  operation consists of 109 offices  located
across  Canada, although the provinces of Ontario,  Quebec  and
British Columbia represented 63% of total Canadian receivables.
At  year-end  1996,  approximately 42% of Canadian  receivables
were real estate secured, 29% were personal unsecured, 20% were
private-label credit cards and 9% were sales finance contracts.
The  5%  receivable  growth in Canadian  dollars  in  1996  was
primarily  in  the  private-label  credit  card  and   personal
unsecured portfolios.  The Canadian operations reported  C$20.2
million (US$14.8 million) in net income for 1996, compared with
C$18.5  million  (US$13.5 million) in 1995 and  C$16.3  million
(US$11.9  million) in 1994.  The increase in 1996 earnings  was
the  result  of  a  higher gross margin,  partially  offset  by
increased  operating expenses.  Canadian interest rates  across
the  yield  curve plunged during 1996.  At year-end, the  prime
rate  was  4.75%, a 40-year low, and five-year  mortgage  rates
were  at  a 30-year low of 6.95%.  Net chargeoffs increased  to
C$26.2  million (US $19.2 million) in 1996 from C$21.9  million
(US$16.0  million) in 1995, and increased as  a  percentage  of
average  receivables outstanding to 2.84% from 2.50%  in  1995.
Contractual delinquency decreased moderately to 2.49% at  year-
end 1996 from 2.73% a year earlier.

      The United Kingdom operation offers consumer loans, sales
finance contracts, credit card and deposit services through  90
offices in the United Kingdom.  The United Kingdom operation is
a  leading  issuer  of  Visa cards to United  Kingdom  affinity
groups,  entrance into the co-branded credit  card  market  was
established  with  a large account launched  in  1996.   United
Kingdom  receivables at the end of 1996 were  composed  of  25%
real  estate secured, 40% private-label and Visa credit  cards,
25%   personal  unsecured  and  10%  sales  finance  contracts.
Receivable  gains were 22% in pounds during 1996.   The  strong
growth  of the past three years (compound growth rate  of  20%)
reflects  both  increased  credit  card  outstandings  and  the
expansion in the branch network.  Profits were pounds 7.1 million
(US$11.0 million) in 1996, down from pounds 10.4  million (US$16.4
million) in 1995 and pounds 9.1 million (US$13.9 million) in 1994.
The  reduction  in  net earnings was caused  by  increased  net
chargeoffs combined with the increase in reserves due to higher
delinquency.   The  decline in earnings  also  reflected  lower
insurance  commissions, although it should be  noted  that  all
United  Kingdom credit insurance is now insured by Beneficial's
newly  established  Irish insurance companies,  which  recorded
1996 aftertax profits of pounds 3.4 million (US$5.3 million).  Net
chargeoffs increased to pounds 13.9 million (US$22.1 million) in 1996
from  pounds 10.2 million (US$15.9 million) in 1995; likewise,  as  a
percentage  of average receivables outstanding, net  chargeoffs
increased to 1.97% from 1.70% in 1995.  Contractual delinquency
increased  to 3.75% at year-end 1996 from 3.07% at the  end  of
1995.

      The German consumer banking subsidiary's name was changed
from  BFK  Bank  AG  to Beneficial Bank AG (BBAG  or  Bank)  on
October  1,  1996.  The Bank offers consumer loans and  accepts
deposits  through 15 offices in Germany.  Earnings  were  at  a
virtual  breakeven for 1996 following losses  of  DM37  million
(US$26  million)  in 1995 and DM52 million (US$32  million)  in
1994,  as  the Bank made progress toward acceptable returns  in
1996.  The losses in the preceding two years were the result of
charges  relating  to  the  Fundus Grundstuecks  GmbH  (Fundus)
portfolios.   See  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations," under  Item  7
and  Note  3  to the financial statements for further  details.
Pursuit  of  new  commercial loans  came  to  a  halt  and  the
previously acquired commercial portfolio is being run off.  The
Bank's  focus  on  consumer lending has been sharpened  with  a
concentration on conversion of sales finance accounts and other
direct  consumer lending, rather than the previous reliance  on
broker-generated  loans.  Also a bank credit card  business  is
being developed with five affinity card programs active at year-
end.  Further, in October 1996, a settlement agreement relating
to most of the Fundus loans was concluded.

    Geographic Distribution

     Finance receivables in each of the ten jurisdictions (U.S.
and  international) with the highest percentages of total owned
receivables were as follows:

<TABLE>
<S>                                                       <C>
Jurisdiction                                             Percent
California                                                16.4%
United Kingdom                                             9.2
New York                                                   7.0
Canada                                                     4.9
Texas                                                      4.7
Pennsylvania                                               4.4
Ohio                                                       3.9
Florida                                                    3.5
Illinois                                                   3.5
New Jersey                                                 3.1
</TABLE>
    Portfolio Distribution

     The following table shows the distribution by size of real
estate secured and personal unsecured loans made during the
respective years:

              Principal Amount of Loans Made in Each Size Class
                   as a Percent of Total Principal Amount
                           Years Ended December 31
<TABLE>
<S>                    <C>      <C>        <C>      <C>     <C>
                      1996      1995       1994     1993    1992
Under    $ 5,000....  40.9%     42.0%      38.8%    35.2%   32.1%
5,001  -  50,000....  28.8      28.9       26.7     26.0    29.1
50,001 - 100,000....  15.2      14.4       16.9     18.7    19.3
Over     100,000....  15.1      14.7       17.6     20.1    19.5
</TABLE>
    Credit Quality Measures

       Certain  data  regarding  loss  experience  of  finance
receivables on an owned basis are as follows:

(in millions, except percentages)
<TABLE>
<S>            <C>         <C>         <C>        <C>          <C> 
                                       Net                      
                            Net  Chargeoffs  Allowance    Allowance
              Gross  Chargeoffs  to Average  for Credit  for Credit
             Amount      (after       Gross  Losses at    Losses to
     of Receivables  offsetting     Finance     End of  Net Finance
Year    Charged Off recoveries) Receivables       Year  Receivables
1996         $363.3      $316.9        2.26%    $498.2        3.40%
1995          247.2       209.4        1.64      406.1        3.03
1994          183.3       148.7        1.28      331.6        2.69
1993          176.4       149.1        1.42      279.0        2.53
1992          185.0       162.6        1.75      262.4        2.74
</TABLE>
Note:   1995  and 1994 do not include $15.0 million  and  $38.0
million,   respectively,  in  chargeoffs  related   to   German
liquidating loan portfolio, which would increase net chargeoffs
to  average  gross receivables to 1.76% in 1995  and  1.61%  in
1994.

      The  allowance for credit losses at year-end 1996 covered
net  chargeoffs  1.57 times, compared with 1.94  times  a  year
earlier.   In addition to the allowance for credit losses,  the
balance  in dealer reserves at December 31, 1996 and 1995,  was
$8.6  million  and $10.0 million, respectively.  The  following
tables  summarize  delinquency  and  chargeoff  percentages  by
product.   Amounts  are  expressed as  a  percentage  of  owned
receivables except where noted.

                            Delinquency By Major Categories

<TABLE>
<S>                          <C>     <C>     <C>     <C>     <C>
                            1996    1995    1994    1993    1992
Real Estate Secured Loans*  2.13%   2.17%   1.88%   2.13%  2.48%
Personal Unsecured Loans    5.81    5.28    4.71    4.41    4.76
Credit Cards                3.23    2.76    1.78    2.25    4.84
Sales Finance Contracts     3.62    2.89    2.12    2.06    3.05
Overall                     3.38%   2.98%   2.46%   2.67%  3.24%
</TABLE>
*The percentage is presented on a managed receivable basis.

                            Chargeoffs By Major Categories
<TABLE>
<S>                          <C>     <C>     <C>     <C>     <C>
                            1996    1995    1994    1993    1992
Real Estate Secured Loans*  0.65%   0.81%   0.76%   0.91%   0.95%
Personal Unsecured Loans    4.55    3.79    3.03    3.36    3.90
Credit Cards                3.81    2.73    2.59    4.15    4.74
Sales Finance Contracts     2.53    2.10    1.67    1.76    2.19
</TABLE>
Note:   1995  and 1994 exclude the effect of the $15.0  million
and  $38.0  million German liquidating loan portfolio  charges,
respectively.
*Includes  losses  on  disposition of  foreclosed  property,
including holding costs.  The percentage is presented  on  a
managed receivables basis.

      Chargeoffs and delinquencies are generally higher  during
periods   of  adverse  economic  conditions,  such  as   rising
unemployment,    falling   housing   values,   and    increased
inflationary  pressures,  which  affect  the  ability  of   the
borrower  to  repay.   It  is the policy  of  the  subsidiaries
generally   not  to  renew  delinquent  accounts.   Receivables
considered  to  be uncollectible or to require disproportionate
collection  costs  are  charged to  the  allowance  for  credit
losses,  but  collection efforts are generally continued.   For
further   discussion   on  chargeoffs  and   delinquency,   see
"Management's  Discussion and Analysis of  Financial  Condition
and Results of Operations" under Item 7.

    Lending Policies

     Loans on both a secured and unsecured basis are made after
a  thorough credit investigation and a favorable evaluation  as
to  the  borrower's  willingness and ability  to  repay.   Real
estate  secured  loans are either closed-end or revolving,  and
rates  are either variable or fixed.  Of the portfolio of loans
owned  at  the  end of 1996, approximately 57% of  real  estate
secured loans were fixed-rate and 43% were variable-rate.  Real
estate   secured  loans  are  subject  to  carefully  monitored
underwriting  of both the borrower's ability to repay  and  the
independent  professionally  appraised  market  value  of   the
property.   The loans are well-documented consumer loans  based
on the creditworthiness of the borrower, with the collateral of
the  real  estate providing additional security.  U.S. consumer
finance  subsidiaries will generally lend to a maximum of  only
75%  (including the existing first mortgage) of  the  appraised
value   of   the  real  estate  as  determined  by  independent
appraisers  on second mortgage loans.  In the case of  a  first
mortgage,  the subsidiaries will generally lend  to  only  80%.
Recently,  certain  of the Company's consumer  finance  offices
began a controlled test of somewhat higher loan-to-value ratios
in  centralized operations where the process can  be  carefully
evaluated.   In  these  centralized  operations,  the  consumer
finance  subsidiaries are testing loan-to-value ratios as  high
as           90%          on          first          mortgages,
and   85%   on  second  mortgages.   In  addition,  a  rigorous
discipline  of  credit approval is enforced regarding  borrower
debt-to-income  ratios  and overall  consumer  credit  quality.
Most real estate loans must be approved by regional management,
as well as by the originating loan office manager.  Loans above
$250,000  generally  require  additional  approval  by   senior
operating  management at headquarters.  Independent  appraisers
are  evaluated by regional management, as well as by  the  loan
office manager.

      Closed-end loans and revolving loans made under  consumer
finance acts generally are not secured by real estate.  Closed-
end  loans  generally do not exceed a 60-month  term,  and  the
interest rate may be limited according to the size of the loan.
Revolving loans are written with fixed rates.  Generally, loans
under  the consumer finance acts are made at the maximum  rates
allowable.  Experience indicates that a borrower who  qualifies
for  additional credit often obtains a new loan  in  an  amount
larger than his existing balance.  A portion of the proceeds of
the new loan is applied to extinguish the existing balance.

    Sales Finance and Credit Card Activities

       Sales   finance  activities  conducted  by  subsidiaries
featuring  the name "Beneficial Credit Services"  represent  an
important source of new loan customers for the consumer finance
subsidiaries.  In 1996, more than 50% of new loan customers for
other  consumer  finance products originated as  sales  finance
customers.   Beneficial Credit Services programs  are  marketed
through  the loan office network to smaller local and  regional
merchants.

      Beneficial  National Bank USA (BNB USA) is a specialized,
private-label credit card bank located in Wilmington, Delaware.
BNB   USA   offers  customized  private-label  and   co-branded
revolving  charge  programs  to  large  regional  and  national
retailers,  offering  their  retail  customers  open  lines  of
credit.    Additionally,   BNB  USA  provides   marketing   and
cardholder  services  designed to meet each  retailer's  needs.
Targeted  retailers include electronics, furniture and  apparel
retailers, as well as home centers, warehouse clubs and general
merchandisers.  Outstanding receivables totaled $3,870  million
at year-end 1996, up from $2,545 million at the end of 1995 and
$1,613  million at the end of 1994.  A significant  portion  of
the  growth was provided by three retailers:  Best Buy Company,
Inc.  (60%  of the total gain), and two new national  programs,
PriceCostco Inc. and Kmart Corporation.  These three  merchants
also  accounted for 64% of the portfolio at December 31,  1996.
Additionally,  approximately 56% of the portfolio  was  special
financing  plans, which defer customer interest for  up  to  13
months.

      BNB USA profitability was dampened by $65 million of  up-
front  loan loss provisioning on the strong receivables  growth
experienced in 1996 and $10 million of start-up costs  relating
to  programs for Kmart and PriceCostco.  Also, interest  margin
declined  from 1995, largely the result of a higher  proportion
of  receivables  outstanding during the year  from  the  above-
mentioned  special  financing  plans  and  a  higher  level  of
convenience usage, (i.e., customers paying off balances  within
the  grace period before charges accrue).  Accordingly, BNB USA
aftertax  earnings  were at virtual breakeven  in  1996  versus
$21.1  million in 1995 and $5.9 million in 1994.   Due  to  the
higher level of receivables growth and the anticipated maturing
of the portfolio, net chargeoffs increased to $118.8 million in
1996  from  $49.9 million in 1995.  As a percentage of  average
receivables outstanding, net chargeoffs rose to 4.00%  in  1996
from   2.64%   in  1995.   Similarly,  contractual  delinquency
increased to 3.46% at year-end 1996 from 2.98% at December  31,
1995.

    Personal Mortgage Corporation

       Personal   Mortgage  Corporation  (PMC),   which   began
operations in July 1991, provides consumers with fast action on
home  equity  loan  applications, all  by  telephone,  with  an
initial  answer  usually within 24 hours.   The  menu  of  real
estate  products offered by PMC is wider than typically offered
in  a loan office and therefore can meet the needs of a broader
demographic  base.  In July 1996, PMC began operations  on  the
West  Coast,  with  initial efforts  centered  on  Seattle  and
Spokane,  Washington,  and Sacramento and  Fresno,  California,
markets.   Including these expansion efforts, PMC's  operations
now  include  12  states  in  the Northeast  and  Mid  Atlantic
regions,  as well as Florida and the West Coast.  In 1996,  PMC
funded  4,056  loans for $215 million, a 12%  improvement  over
1995  in  number  of  loans and a 26%  improvement  in  dollars
funded.   Approximately 83%, or $179 million, of  loans  funded
were  sold  and  transferred to other Beneficial consumer  loan
subsidiaries  in  1996.   The  remainder  were  sold  to  other
originators who provide products to service niches  outside  of
Beneficial's traditional customer base.  PMC made  an  aftertax
profit  contribution of $1.5 million for 1996, down  from  $1.7
million in 1995.

    Commercial Banking

       Beneficial  National  Bank  (BNB  or  Bank),  based   in
Wilmington,  Delaware,  is  the  Company's  commercial  banking
subsidiary.    Through  its  eight  full-service  branches   in
Delaware, BNB provides a full range of commercial and  consumer
banking services to small- and medium-sized businesses  and  to
consumers in Delaware and surrounding markets.  Also,  BNB,  in
conjunction with affiliated companies, originates and  services
a  portion  of the tax refund anticipation loans (RALs)  issued
through  H&R Block and certain of its franchisees.  In December
1996,  BNB  introduced a nationwide on-line loan  program  that
allows  consumers  to  apply  for  unsecured  loans  through  a
personal  computer  and receive a decision in  two  minutes  or
less.   In  addition,  the Bank provides significant  corporate
cash  management and treasury services to the Company  and  its
operating subsidiaries.  All disbursements through the consumer
finance  subsidiaries'  loan office network,  as  well  as  all
checks   written  by  customers  on  revolving   credit   lines
originated through the loan office network, are drawn on BNB.

      At  December 31, 1996, total loans outstanding were $176
million,  a  decrease  of  22% and 21%  from  1995  and  1994,
respectively.   The Bank's loan portfolio is composed  of  48%
commercial  and industrial (C&I) loans and 52% consumer  loans
and credit card receivables.  A large portion of the C&I loans
are  commercial mortgage loans or have real estate  collateral
as  additional security for cash flow-oriented business loans.
Total  deposits at December 31, 1996 were $319  million,  down
slightly  from  $321  million at  December  31,  1995  and  up
moderately from  $289 million at December 31, 1994.

       The   Bank's  earnings  include  processing  fees   for
originating  and  servicing the RAL program.   These  earnings
have also been included with the earnings reported in the  tax
refund anticipation loan program section that follows, so that
all earnings related to RAL can be set forth separately.

      BNB's net income excluding RAL processing fees was  $6.8
million  in 1996, down from $7.0 million in 1995 and  up  from
$6.1  million  in  1994.  The decrease  in  earnings  in  1996
resulted mainly from lower interest income compared with 1995.


    Refund Anticipation Loan Program

     Through BNB, RALs are made to consumers entitled to a tax
refund who electronically file their returns with the Internal
Revenue  Service  (IRS)  through either  H&R  Block's  (Block)
electronic  filing  system  or systems  of  other  independent
electronic  filers approved by the IRS.  After the  return  is
processed, refund proceeds are directly transferred  from  the
IRS  via  electronic  funds  transfer  to  a  unique  customer
loan/deposit  account  at BNB, with the  proceeds  applied  to
repay  the outstanding loan.  In early February 1995, the  IRS
began  delaying  the payment of the earned income  tax  credit
(EITC)  portion  of the tax refund payable to BNB  on  returns
filed  in 1995, and subsequently confirmed that, when  finally
released,  the  held  earned  income  portion  would  be  sent
directly  to  the taxpayer, rather than to BNB as directed  by
the  taxpayer.   This  IRS action created  serious  collection
problems for BNB as related credit losses totaled $96 million.
Of the $314 million in RALs affected by the IRS's action, $248
million,  or  79%,  was  recovered  by  year-end  1996.    For
discussion  on  the  new  BNB agreement  with  H&R  Block  Tax
Services,  Inc.,  see "Management Discussion and  Analysis  of
Financial Condition and Results of Operations" under Item 7.

      The  RAL  program rebounded dramatically  in  1996  with
aftertax  income of $69.8 million as compared with an aftertax
loss  of  $37.9 million in 1995 and aftertax income  of  $25.1
million  in  1994.   As  mentioned in the  Commercial  Banking
section,  income includes BNB processing fees.  Gross revenues
in  1996  fell to $141.3 million from $152.6 million  in  1995
while up from $81.1 million in 1994.  The number of RALs  made
in  1996 fell slightly to 2,650,000 from 2,717,000 in 1995 and
2,829,000 in 1994.  The average loan amount was $853  in  1996
down from $1,162 in 1995 and $1,452 in 1994.  The decrease  in
RALs  made and the average loan amount is the result  of  more
stringent credit criteria and the decision to suspend  lending
on  the  EITC portion of tax refunds.  BNB will resume lending
on  the  portion of tax refunds attributable to  the  EITC  in
1997, primarily to prior customers in good standing.

Insurance Operations

     Operations of the Beneficial Insurance Group (BIG) consist
primarily  of  The Central National Life Insurance  Company  of
Omaha  (CNL)  and its subsidiary, First Central  National  Life
Insurance Company of New York (FCNL), which underwrite life and
disability consumer credit insurance. In mid-1993, BIG acquired
Wesco  Insurance Company (Wesco), a property/casualty insurance
company  licensed in 41 jurisdictions.  The addition  of  Wesco
allowed BIG to directly underwrite the credit property coverage
for  the  Beneficial  consumer finance network.   In  addition,
insurance  agency  relationships are  maintained  with  several
outside  insurance  companies that  offer  selected  non-credit
related  products.  These products are marketed chiefly through
the domestic Beneficial loan office network.  Agency operations
earn  a commission, while the insurance risk of loss rests with
the insurance carrier.  In October 1995, BFC Insurance Limited,
located  in  Ireland,  began  to provide  credit-related  life,
accident  and  health  insurance  products  on  United  Kingdom
originations.

      CNL  and  its subsidiary, FCNL,  rank among the  industry
leaders  in  the  highly specialized consumer credit  insurance
marketplace, offering both life and disability coverages.   The
credit  products  are  generally  marketed  through  the   U.S.
consumer  finance subsidiary network.  During 1996,  A.M.  Best
again  affirmed its rating of A+ (Superior) for CNL.  CNL  also
carries   a  claim-paying  ability  rating  of  AA,  which   is
considered excellent, from Standard & Poor's Corporation.

     Credit life insurance policies typically cover the life of
the   borrower  and  provide  for  the  full  payment  of   the
outstanding  balance  in  the event  of  the  insured's  death.
Credit  accident and health insurance policies provide for  the
payments  of  the  installments  as  they  become  due  on  the
insured's  obligation  during  a  period  of  unemployment   or
disability due to illness or injury. Credit property  insurance
is  written to protect the property pledged as security for the
obligation.   Purchases of credit life and credit accident  and
health  are  entirely voluntary and at the borrower's  request.
Additionally, purchases of property insurance are also  at  the
borrower's  request,  except for property damage  coverage  for
property pledged as collateral if the borrower does not provide
evidence of coverage with another insurance carrier.

      In  late 1995, the decision was made to exit the  annuity
business  based on the conclusion that this product line  could
not  offer acceptable profitability or a strategic fit with the
core  business.   Further, recent research indicated  that  the
Beneficial  core consumer is likely to remain a  borrower  well
into  their  mature  years.   In March  1996,  CNL  effectively
disposed  of  the $957 million annuity portfolio to  SunAmerica
Life   Insurance  Company  through  a  co-insurance  agreement.
Accordingly,   approximately   $900   million   of   investment
securities  were  sold  or  transferred  to  SunAmerica,  which
resulted in capital gains on disposition of investments and  an
$8.4  million gain after consideration of related taxes.  As  a
result  of the disposition, a substantial upstream dividend  of
$124  million  was paid to Beneficial Corporation  at  year-end
1996.

     The 1996 and 1995 earnings improvement was driven by BIG's
successful focus on credit insurance sales opportunities within
the  rapidly growing Beneficial customer base.  Reflecting  the
overwhelming   attractiveness  of  this  customer   group   and
distribution channel, BIG also elected during 1996 to exit  the
minimally  profitable non-affiliated credit insurance  business
conducted with other consumer lenders.  This decision will  not
materially  affect either the Company's financial condition  or
results of operations.

      BIG's total net premiums written in the U.S., largely  by
CNL,  were $169.2 million in 1996, down 11% from $189.2 million
in  1995. Total net premiums written in Ireland were pounds 27.5
million ($43.0  million) in 1996, up from pounds 6.1 million ($9.6
million)  in 1995.  Total credit premiums written in the  U.S.,
were  $159.7  million in 1996 compared with $164.8  million  in
1995.    Premiums  written  through  the  loan  office  network
increased 9% to $139.2 million from $127.9 million in 1995.

      The following table sets forth information concerning the
consolidated  insurance  operations  (U.S.  and  Ireland)   (in
millions):

                                      Years Ended December 31
<TABLE>
      <S>                              <C>        <C>      <C>
   Premiums Earned                     1996      1995     1994
   Consumer Finance Subsidiaries:
      Credit-related                  $133.5    $104.8  $  96.1
      Other                              3.9       3.9      5.2
   Independent:
      Credit-related                    20.8      23.2     17.1
      Ordinary                           7.7       8.8      9.4
   All Other                             2.8      12.0     15.9
         Total Premiums Earned        $168.7    $152.7   $143.7
   Operating Income
   Consumer Finance Subsidiaries:
      Credit-related                 $  51.3    $ 39.1   $ 34.0
      Agencies                          18.0      15.1     12.4
      Other                              2.9       3.4      3.3
         Total                          72.2      57.6     49.7
   Independent:
      Credit-related                    (2.8)     (1.5)    (5.0)
      Ordinary                           0.9       1.0       --
      Annuity                           22.4*      0.6      4.5
      Other                             (0.4)     (0.5)    (0.4)
         Total                          20.1      (0.4)    (0.9)
   All Other (primarily unallocated 
   investment income and capital gains) 17.6      20.2     21.1
         Total Operating Income       $109.9    $ 77.4   $ 69.9

   Net Income                        $  73.3    $ 50.7   $ 45.1
</TABLE>
   *Includes  gain  on  disposition  of  annuity-related assets.

      Investment  income  (net of interest paid  on  annuities)
decreased  18% to $42.7 million in 1996 from $52.1  million  in
1995  and $50.1 million in 1994.  Investment yield declined  to
6.56%  at the end of 1996 compared with 7.21% in 1995 and 1994.
The  decline is due to the disposition of the annuity block and
the  investment portfolio.  The market value of investments  at
$479 million at year-end 1996, was down significantly from $1.5
billion  at  year-end 1995 reflecting the  transfer  of  assets
related to the annuity block.

Real Estate Investments

      Harbour  Island  is  a  177-acre, mixed-use  real  estate
development attractively located off the southern waterfront of
downtown  Tampa, Florida.  The island is connected to  downtown
Tampa by two bridges.  The Development of Regional Impact  plan
for  full  development  of the island  has  been  approved  and
provides for commercial, hotel, residential and retail space.

      At  year-end  1996,  the investment in  and  advances  to
Harbour  Island amounted to $80 million, down from $89  million
at  the  end of 1995.  Some of the more significant  assets  of
Harbour  Island  include approximately 63 acres of  undeveloped
land,  a  300-room "four star" hotel (currently under lease  to
Wyndam   Hotels),  and  a  mixed-use  office/retail   operation
currently  being  leased.   This  reduction  in  the  Company's
investment  was  largely due to the sale of two  luxury  garden
apartment complexes which netted a pretax gain of approximately
$1.6  million.   The  lessee of the hotel  has  full  operating
responsibilities  and makes basic rental  payments  to  Harbour
Island.   Contingent rent is received if net  operating  income
exceeds the basic rent plus a management fee.

      On  a fully debt-funded basis, Harbour Island incurred  a
pretax operating loss of $18.7 million for 1996, compared  with
pretax  losses  of $19.5 million in 1995 and $18.0  million  in
1994.  The project is charged interest on all net cash advanced
since  inception at Beneficial's annual overall melded cost-of-
funds  rate.  Accordingly, nearly all of the losses  in  recent
years   represent   interest  cost  to   carry   and   non-cash
depreciation  charges.  However, until significant  parcels  of
the  raw  land  or entire ventures are sold, accounting  losses
from  Harbour  Island  are not likely to decline  substantially
because of the continuing significant cost to carry.

Other Real Estate

      Subsidiaries of the Company also own nearly 700 acres  of
real  estate  adjacent  to  the  Peapack,  New  Jersey,  office
complex.   Including buildings, this real estate is carried  at
approximately  $15  million.  Sales of significant  parcels  of
this land are not planned for the immediate future.

Financing

      The Company and its subsidiaries obtain funds both in the
United States and in foreign markets through sales of long-term
debt  securities  and commercial paper and  through  short-term
borrowings  on  unsecured  lines  of  credit  from  banks.   At
December  31,  1996,  long-term  debt  totaled  $8,631  million
(including  $3,816 million of variable-rate medium-term  notes)
and short-term borrowings aggregated $4,169 million (consisting
of  $3,695 million of commercial paper and $474 million of bank
borrowings).   In  addition,  deposits  payable  totaled   $635
million.  Lines of credit are used to support commercial  paper
borrowings  by the Company and its subsidiaries.   At  December
31,  1996, the total of all lines of credit was $4,212 million.
In  1995, in support of commercial paper issuances, the Company
concluded a $3 billion, five-year, syndicated revolving  credit
agreement,  which  replaced  the various  one-  and  three-year
bilateral  agreements.   The unused portion  of  all  lines  of
credit  was $3,795 million at December 31, 1996.  The  overall,
weighted  average annual interest cost, including the costs  of
maintaining  lines  of  credit, of  all  short-  and  long-term
borrowings  of  the Company and consolidated  subsidiaries  was
6.54%, 7.22%, 6.57%, 6.77%, and 7.87% in 1996, 1995, 1994, 1993
and 1992, respectively.

      Continuously  offered medium-term notes  (MTNs)  are  the
primary vehicle used by the Company to place senior term  debt.
During 1996, $1.8 billion of variable-rate MTNs were sold at an
all-in  cost  roughly  equivalent  to  the  Company's  cost  of
commercial  paper  borrowings.  The average  maturity  was  2.4
years.   In  addition, fixed-rate MTNs provided $.6 billion  in
funds during 1996, at an average coupon of 6.54% and a weighted
average maturity of 6.5 years  The Company had available  under
a   shelf   registration  with  the  Securities  and   Exchange
Commission $1.5 billion of unissued debt securities at the  end
of 1996.

      Beneficial Corporation guarantees the borrowings  of  its
Canadian,  United  Kingdom,  and German  subsidiaries,  thereby
increasing  such subsidiaries' access to local capital  markets
and  minimizing  interest costs for these  foreign  operations.
The  Canadian  operation  is funded  through  commercial  paper
borrowings  and  notes sold in the Canadian  financial  market.
The  United  Kingdom  operation generates a  modest  amount  of
deposits   but  is  chiefly  funded  through  bank  borrowings,
sterling   commercial   paper  sales,  and   medium-term   debt
placements.  The German consumer banking subsidiary  is  funded
chiefly with deposits.

Regulations

      Real  estate  secured  loans  are  supervised  under  and
regulated  by state legislation, which generally requires  that
the  lender  be licensed.  Most states do not limit  rate,  but
rate is a competitive factor whether limited or not.  While the
statutes  of  several  states place no  maximum  limit  on  the
contractual  term of closed-end loans secured by  real  estate,
the consumer finance subsidiaries generally limit loans of this
type  to  periods ranging from 60 to 180 months.  The  consumer
finance  subsidiaries also operate under consumer finance  acts
(small  loan statutes), which typically require that the lender
be  licensed.   Licenses are subject to revocation  for  cause.
The  subsidiaries also make non-real estate secured installment
loans  under  statutes other than consumer finance  acts.   The
banking  subsidiaries  are subject to  regulations  of  certain
federal  agencies  and  undergo periodic examination  by  these
regulatory authorities.

      The insurance operations are subject to regulation in the
jurisdictions in which they are authorized to conduct business.
Generally,  such  laws  cover, among  other  things,  types  of
insurance  that  may  be  sold,  policy  reserve  requirements,
permissible investments, premiums charged, limitations  on  the
amount  of  dividends  payable by  any  insurance  company  and
guidelines  and  standards  with respect  to  dealings  between
insurance companies and affiliates.  In the United States, most
states  have also enacted insurance holding company legislation
pertaining to insurance companies and their affiliates.

      The  consumer finance subsidiaries are required to comply
with  the  Federal Truth-in-Lending Act, which requires,  among
other  things,  disclosure of pertinent  elements  of  consumer
credit  transactions,  including the finance  charges  and  the
comparative  costs of credit expressed as an annual  percentage
rate.   In  addition,  the subsidiaries are  also  required  to
comply  with  the Federal Equal Credit Opportunity  Act  (which
prohibits  discrimination in any aspect of a credit transaction
on  the  basis  of sex, marital status, race, color,  religion,
national   origin,  age,  receipt  of  income  from  a   public
assistance  program or the good faith exercise of rights  under
the  Federal Consumer Credit Protection Act) and with the  Real
Estate Settlement Procedures Act.

       The   products   and  operations  of  the  international
subsidiaries  are  subject to regulations in  their  respective
counties.   The Canadian operations are subject to federal  and
provincial legislation which regulates various aspects  of  its
operations,   including   disclosure  of   contractual   terms,
collection practices and creditor remedies.  The United Kingdom
subsidiary  is an authorized institution under the Banking  Act
1987  and,  as such, is subject to supervision by the  Bank  of
England and holds a full license under the Consumer Credit  Act
of  1974.  As a fully-licensed German Bank, Beneficial Bank  AG
is  regulated  by  the  Federal German Banking  Act  and  other
Federal and consumer legislation.  The Bank is also a member of
the  Deposit  Insurance System for private German  banks  which
provides specific standards for its members.

Competition

       In   the   consumer  finance  industry,  the   Company's
subsidiaries  face  strong  competition  from  banks,   savings
institutions,  credit  unions,  finance  companies  and   other
financial   institutions.   Rate  competition   among   finance
companies   is   minimal  for  small   consumer   loans.    The
subsidiaries compete for these loans primarily on the basis  of
name   recognition,   service   and   reputation.    There   is
considerable  rate  competition within  the  home  equity  loan
market.   Competition  has  accelerated  in  recent  years,  as
smaller  companies  have  aggressively  entered  the  sub-prime
market  using securitization as essentially their sole  funding
tool.   This  approach  has reduced the  cost  of  capital  and
lowered  industry entry barriers.  In six years,  BNB  USA  has
grown to one of the nation's largest private-label credit  card
banks.   This  fiercely  competitive  business  is  based  upon
service,  pricing  and product flexibility.  In  addition,  the
business of the subsidiaries may be adversely affected  in  the
future  by unforeseen factors, such as rate reductions,  credit
restrictions,  economic  conditions,  judicial   decisions   or
legislative acts.

Item 2.  PROPERTIES.

       The  Company  and  its  subsidiaries  do  not  hold  any
substantial  amount  of property other  than  the  real  estate
investments   described  previously  and  properties   acquired
through a security interest.  Substantially all of the property
utilized  by  the Company and its subsidiaries are  held  under
lease.   Loan offices generally have lease terms of five  years
with  a  renewal option for a like term.  Most  of  the  leases
provide  for  cancellation rights after two years.  Information
as to minimum rental commitments on leased property and periods
of  expiration  is  contained  in  Note  25  to  the  financial
statements.

Item 3.  LEGAL PROCEEDINGS.

     Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

                           PART II

Item 5. MARKET  FOR  REGISTRANT'S COMMON EQUITY  AND  RELATED
        STOCKHOLDER MATTERS.

     Beneficial Corporation's Common Stock is listed on the New
York Stock Exchange.  The aggregate amounts of common dividends
paid  during  1996  and  1995 were  $105.3  million  and  $94.5
million,  respectively.  As of March 1, 1997, Common Stock  was
held  of record by 14,132 stockholders.  Additional information
pertaining to the Company's Common Stock is set forth below:

                                  Three Months Ended
<TABLE>
<S>                               <C>      <C>      <C>      <C>    <C>
                                 3/31     6/30     9/30    12/31   Total
1996
Dividends  per Common Share   $   .47  $   .47  $   .52  $   .52   $1.98
Market Price of Common Stock:
   High                        58-3/8   61-1/4   59-1/2   66-1/2
   Low                         43-1/2   54-1/8   50-7/8   57-1/8
   Close                       57-5/8   56-1/8   57-1/2   63-3/8

1995
Dividends per Common Share    $   .43  $   .43  $   .47  $   .47   $1.80
Market Price of Common Stock:
   High                        42-1/2   45-3/4   53-3/4   55-1/2
   Low                         37       39-1/4   43-5/8   46-1/8
   Close                       39-1/4   44       52-1/4   46-5/8
</TABLE>


Item 6.  SELECTED FINANCIAL DATA.

           BENEFICIAL CORPORATION AND SUBSIDIARIES
                      FIVE-YEAR SUMMARY
              (in millions, except where noted)
<TABLE>
<S>                                <C>       <C>       <C>       <C>       <C>
During The Year                   1996      1995      1994      1993      1992
  Net Income (Loss)
   Income from Continuing 
    Operations (a)           $   281.0     150.5     177.7     186.0     148.4
   Loss from Discontinued
    Operations               $      --        --        --        --      (1.4)
   Extraordinary Items       $      --        --        --      (2.8)     (3.1)
   Cumulative Effect of 
    Accounting Changes       $      --        --        --        --     (98.6)
   Net Income                $   281.0     150.5     177.7     183.2      45.3
Earnings (Loss) per 
  Common Share (dollars)
   Continuing Operations (a) $    5.08      2.72      3.28      3.45      2.75
   Discontinued Operations   $      --        --        --        --      (.03)
   Extraordinary Items       $      --        --        --      (.05)     (.06)
   Cumulative Effect of 
    Accounting Changes       $      --        --        --        --     (1.89)
   Earnings Per Common Share $    5.08      2.72      3.28      3.40       .77
Average Number of Common 
  Shares Outstanding              54.3      53.5      52.6      52.4      52.0
Dividends Paid per Common 
  Share (dollars)            $    1.98      1.80      1.62      1.43      1.35
Gross Revenue                $ 2,771.9   2,398.2   2,137.4   1,957.5   1,819.3
Interest Expense             $   812.8     816.2     673.6     633.2     642.7
Lending Spread               $ 1,330.7   1,198.4   1,080.1     974.2     874.5
Lending Spread as a % of 
  Average Receivables             9.84      9.71      9.65      9.62      9.80
Provision for Credit 
  Losses (b)                 $   398.8     280.2     198.7     171.8     164.1
Total Expenses               $ 2,313.4   2,127.8   1,811.3   1,642.3   1,567.7
Income before Income Taxes   $   458.5     270.4     326.1     315.2     251.6
% of Monthly Cash Principal 
  Collections to Average 
  Monthly Balances                5.51      5.03      4.52      3.85      3.91
% of Finance Receivables 
  Charged Off (less 
  recoveries) to Average 
  Monthly Balances (b)            2.26      1.64      1.28      1.42      1.75

At Year-End
Finance Receivables          $14,672.0  13,416.2  12,322.6  11,018.7   9,592.3
Number of Accounts                 7.0       5.1       4.4       3.5       3.0
Allowance for Credit Losses  $   498.2     406.1     331.6     279.0     262.4
Total Assets                 $16,931.2  15,737.3  14,376.6  12,916.9  11,472.9
Short-Term Debt              $ 4,169.3   4,023.9   3,473.9   2,934.4   2,649.8
Long-Term Debt               $ 8,631.1   7,792.5   7,324.8   6,754.8   5,847.7
Shareholders' Equity         $ 1,694.8   1,503.0   1,400.3   1,312.2   1,207.6
Book Value per Common Share
  (dollars)                  $   28.79     25.80     24.34     22.78     20.90
% of Allowance for Credit 
  Losses to Finance
  Receivables                     3.40      3.03      2.69      2.53      2.74
% of Finance Receivables 
  with Delinquency Two Months
  and Greater on a 
  Contractual Basis               3.38      2.98      2.46      2.67      3.24
Holders of Common Shares 
  (whole numbers)               14,200    14,800    15,300    15,300    15,600
Employees (whole numbers)        9,700     9,000     8,500     8,200     7,900
Consumer Finance Offices
  (whole numbers)                1,186     1,130     1,090     1,066     1,056
</TABLE>

(a)  Income from continuing operations includes a provision for
 credit  losses related to the German liquidating portfolio  of
 $15.0  ($.28 per share) in 1995 and $38.0 ($.72 per share)  in
 1994,  and  a  $5.9  aftertax ($.11 per share)  provision  for
 restructuring in 1995.
(b)  1995  and  1994  do not reflect $15.0  (0.12%  of  average
 monthly   balances)  and  $38.0  (0.33%  of  average   monthly
 balances),  respectively,  of credit  losses  related  to  the
 German liquidating loan portfolio.


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

     The following discussion and analysis provides information
that management believes to be relevant to an understanding  of
the  Company's consolidated results of operations and financial
condition.   The discussion should be read in conjunction  with
the consolidated financial statements and the notes thereto.

    Financial Condition

      Reflecting  two sales of $1,919 million of  variable-rate
revolving  home equity lines of credit to trusts created  as  a
real  estate mortgage investment conduit (REMIC), the Company's
leverage  (the ratio of interest-bearing debt to total  equity)
decreased to 7.93 times at the end of 1996 from 8.29  times  at
the  end  of 1995.  The Company also completed a $1,104 million
securitization  in 1995 and is planning further securitizations
during 1997.

      The  Company believes sufficient cash resources exist  to
support  its  long-term  growth  strategies.   These  resources
include  cash generated by operations (including repayments  of
receivables)  and  the Company's ability to  obtain  additional
financing  through short-term borrowings (primarily  commercial
paper  supported by committed bank lines), long-term borrowings
through  both  private and public debt offerings  and  periodic
securitizations.  The Company's long-term debt is rated A or A+
and  commercial  paper  1  by all four major  rating  agencies.
Growth in finance receivables is primarily funded through  debt
issuance.

      Total owned finance receivables increased $1,256 million,
or  9%, in 1996, compared with a gain of $1,094 million, or 9%,
in  1995.  Similar to 1995, growth was the strongest during the
fourth quarter and from a product line perspective, was highest
in  private-label revolving charge programs marketed  to  large
regional and national retailers by Beneficial National Bank USA
(BNB USA), the Company's credit card bank subsidiary.  Gains at
BNB  USA were $1,325 million during 1996, resulting in year-end
receivables  of  $3,870  million.   Of  these  gains,  87%  are
attributable to three merchants, Best Buy Company, Inc. (60% of
the  total gain), Kmart Corporation and PriceCostco Inc.  These
three  merchants also account for 64% of year-end  receivables.
Reflecting  the above-mentioned securitizations,  variable-rate
real  estate receivables declined $655 million or 20% in  1996.
Personal  unsecured receivables increased $227 million  or  8%.
In  total,  unsecured loan portfolios represented  58%  of  the
Company's total owned receivables outstanding at year-end 1996,
versus 50% at the end of 1995 and 43% at the end of 1994.

      Total  managed receivables increased $2,331  million,  or
16%,  compared with a gain of $1,577 million or  12%  in  1995.
This  trend was in large part the result of 1996 growth at  BNB
USA  exceeding  1995 growth by $394 million.   Reflecting  this
year's  securitizations, as well as the  remaining  balance  of
receivables  serviced  from  previous  securitizations,   total
receivables sold with servicing retained were $2,189 million at
December  31,  1996, compared with $1,114 million  at  year-end
1995.

      Total loans owned delinquent two months and greater on  a
contractual  basis increased to 3.38% at the end of  1996  from
2.98%  at  the  end  of 1995.  This increase  reflects  both  a
greater  proportion of, and higher delinquency in,  the  credit
card  and unsecured portfolios in addition to a weaker  overall
consumer  credit environment in North America  and  the  United
Kingdom.   On  a  loans  managed basis,  delinquency  similarly
increased to 3.20% at the end of 1996 from 2.97% at the end  of
1995.   The table below details delinquency by product on  both
an owned and managed basis for 1996 and 1995.

Managed Basis                              Owned Basis
<TABLE>
<S>      <C>              <C>                <C>      <C> 
1996    1995          Delinquency           1996     1995
2.13%  2.17%      Real Estate Secure        2.17%    2.07%
5.81    5.28      Personal Unsecured        5.81     5.28
3.23    2.76      Credit Card               3.23     2.76
3.62    2.89      Sales Finance             3.62     2.89
3.20%   2.97%     Overall                   3.38%    2.98%
</TABLE>

      Net  chargeoffs were $316.9 million versus $209.4 million
in  1995 ($224.4 million including the charges related  to  the
Company's German liquidating loan portfolio, discussed  further
in  the Results of Operations that follow).  As a percentage of
average  receivables, net chargeoffs increased  to  2.26%  from
1.64%  in  1995  (1.76% including the German  liquidating  loan
charges).  At year-end 1996, the allowance for credit losses as
a  percentage of finance receivables owned was 3.40%,  compared
with  3.03%  at the end of 1995.  At this level, the  allowance
covers  full-year  chargeoffs 1.57 times,  compared  with  1.94
times  in  1995  (excluding German liquidating  loan  charges).
During  the  year, the balance of the reserve  increased  $92.1
million to $498.2 million.

     At March 31, 1996, the Company effectively disposed of the
$957  million  annuity portfolio of the Central  National  Life
Insurance  Company  of Omaha, a subsidiary  of  the  Beneficial
Insurance  Group,  Inc., to SunAmerica Life  Insurance  Company
through  a  co-insurance agreement.  Accordingly, approximately
$900  million of investment securities were sold or transferred
to  SunAmerica as part of this disposition, which  resulted  in
capital gains on disposition of investments and an $8.4 million
gain, after consideration of related taxes.  Although the risks
of  ownership have been substantially transferred to SunAmerica
by  the  co-insurance agreement, SunAmerica has not yet legally
assumed the policies.  Therefore, the remaining $908 million in
policy  reserves  related  to  the  annuity  portfolio  and  an
offsetting  deposit  in other assets remain  on  the  Company's
balance  sheet to be reduced as SunAmerica legally  assumes  or
rewrites  the  policies.  These policy  reserves  declined  $49
million through December 31, 1996.

      Investment securities decreased $941 million, or 63%,  in
1996,  largely  related  to  the  disposition  of  the  annuity
portfolio.    Following  the  decision  to  exit  the   annuity
business,  and  given  the  one-time  reclassification  allowed
temporarily  under "A Guide to Implementation of  Statement  of
Financial  Accounting Standards (SFAS) No.  115,"  the  Company
transferred $795 million of debt securities from the  "Held  to
Maturity"  category  to the "Available for  Sale"  category  in
December  1995,  and  as  a  result, a  separate  component  of
shareholders'  equity  was increased by  $12  million  for  net
aftertax  unrealized gains on the transferred securities.   The
$15.8  million  reduction in unrealized  gains  in  a  separate
component  of shareholders' equity during 1996 was largely  the
result of the annuity portfolio disposition.  See Note 7 to the
Financial   Statements  for  more  information  on   investment
securities.

      On  November  21, 1996, the Company's Board of  Directors
authorized   the   repurchase  of  up  to   1.2   million,   or
approximately  2%,  of outstanding common shares.   The  shares
will   be  repurchased  from  time-to-time  at  prices   deemed
appropriate  by the Company and will be placed in treasury  for
general  corporate purposes.  This program corresponds  to  the
$169  million  in  dividends paid by the insurance,  commercial
banking  and  Canadian subsidiaries in the  fourth  quarter  of
1996.

Results of Operations

     Net income in 1996 increased to $281.0 million from $150.5
million  in  1995  and $177.7 million in  1994.   The  earnings
improvement  in 1996 stemmed primarily from the  turnaround  of
the tax refund anticipation loan (RAL) business.  For the year,
consolidated  results included pretax earnings of $116  million
or  $70 million aftertax from the RAL business, versus a pretax
loss  of $63 million or $38 million aftertax in 1995 and pretax
earnings  of $42 million or $25 million aftertax in 1994.   The
RAL  business  was severely impacted in 1995 when the  Internal
Revenue Service (IRS) released payment of the earned income tax
credit  (EITC) portion on thousands of refunds directly to  the
taxpayers  who had already received the approximate  amount  of
their  refunds  through the RAL program,  rather  than  to  the
Company's  banking subsidiary to repay the loan as directed  by
the  taxpayer.  Conversely, the 1996 RAL results benefited from
prior-year  bad debt collections of $48.6 million  as  well  as
smooth and efficient processing of tax refunds by the IRS.  For
the  1996 season, the Company's subsidiary, Beneficial National
Bank  (BNB),  did not lend on the EITC portion of any  refunds.
In  1997,  BNB  will  resume lending on  the  EITC  portion  of
refunds, primarily to prior customers in good standing.

      In July 1996, BNB signed a new 10-year agreement with H&R
Block  Tax  Services, Inc., giving BNB the exclusive  right  to
offer  RALs to eligible H&R Block (Block) customers in  all  of
Block's  company-owned offices.  In return for the  longer-term
exclusivity given to BNB, the new agreement gives Block a share
in  both  the  revenue and credit risk of the RALs by  allowing
Block  Financial  Corporation to purchase an  interest  in  the
portfolio of RALs originated by Block's company-owned  offices.
For  the  first  two years of the contract, the Block  interest
will  be 40%; for years three through 10, the interest will  be
49.99%.   Although some near-term profits will  be  sacrificed,
the new agreement provides longevity and stability to BNB's RAL
product.   Prior agreements called for the renegotiation  of  a
contract every three years.

      The  absolute lending spread increased from the preceding
year  by  11% in both 1996 and 1995, with the increases largely
attributable  to  higher  average  owned  receivables.   As   a
percentage of average owned receivables, the lending spread was
9.84%,  compared  with 9.71% in 1995 and 9.65%  in  1994.   The
average  yield  on the portfolio was 15.85% in  1996,  compared
with 16.32% in 1995 and 15.67% in 1994.  Over the same periods,
interest  expense as a percentage of average owned  receivables
was  6.01% in 1996 versus 6.61% in 1995 and 6.02% in 1994.   In
North   America,  the  fixed-rate  real  estate  secured  loans
originated in 1996 were written at an average yield of  13.23%,
compared with 13.85% in 1995 and 14.51% in 1994, while variable-
rate  real  estate secured loans were written at a spread  over
prime of approximately 366 basis points in 1996, compared  with
approximately  400 and 440 basis points during  the  prior  two
years.  In 1996, the average yield on unsecured personal  loans
written  in North America was 25.64%, compared with 25.41%  and
25.28%  in 1995 and 1994, respectively.  The average  yield  on
the credit card portfolio was 16.02% in 1996, versus 17.45%  in
1995 and 16.26% in 1994.

     Interest expense decreased $3.4 million from the preceding
year  in  1996  and  increased $142.6 million  in  1995.   1996
worldwide average borrowing costs decreased to 6.54% from 7.22%
in  1995  and  6.57%  in 1994.  Higher borrowing  levels  added
$101.4  million  and $72.9 million in interest costs  from  the
preceding  year  in  1996  and 1995,  while  the  corresponding
fluctuations  resulting  from  interest  rate  changes  were  a
decrease  of  $104.8 million in 1996 and an increase  of  $69.7
million  in  1995.   The  Company  minimizes  its  exposure  to
interest  rate  risk by closely managing the  gap  between  its
interest-sensitive   assets  and  liabilities.    The   Company
utilizes  interest  rate  swaps to  moderate  its  exposure  to
interest  rate  fluctuations.  See  Notes  2h  and  23  to  the
Financial Statements for more information on derivatives.

      Lending  spreads, as a percentage of average receivables,
were  up  modestly from 1995 in both the U.S. consumer  finance
subsidiaries   and  in  the  international   operations.    The
increased  lending  spread from 1995 also reflected  a  reduced
cost  of carry on RAL receivables.  These favorable trends were
mitigated  by  lower  spreads at BNB USA,  where  the  interest
margin  declined by approximately 120 basis points  from  1995.
This  spread  reduction  was largely the  result  of  a  higher
proportion  of  receivables outstanding during  the  year  from
special financing plans, which defer customer interest  for  up
to  13  months, as well as a higher level of convenience  usage
(i.e.,  customers paying off balances within the  grace  period
before  finance  charges accrue).  Further,  special  financing
portfolio   performance   was  not  consistent   with   pricing
assumptions.   BNB  USA  is  in the process  of  attempting  to
rectify  these  situations.   At  December  31,  1996,  special
financing plans represented 56% of BNB USA's portfolio.

      BNB USA profitability was further dampened by $65 million
of  up-front  loan loss provisioning on the strong  receivables
growth  experienced in 1996 and $10 million of  start-up  costs
relating  to  programs for Kmart and PriceCostco.  Accordingly,
BNB  USA  earnings were at virtual breakeven  in  1996,  versus
pretax  profits of $35.1 million and $9.8 million in  1995  and
1994,  respectively.  While management anticipates considerable
profit improvement at BNB USA in 1997, the actual results  will
depend  on the outcome of pricing renegotiations with a  number
of  the  larger  merchants, the magnitude of special  financing
conversion to standard plans, and the level of continuing start-
up costs associated with the two new merchant programs.

      The  Beneficial  Insurance Group, Inc.,  reported  pretax
income  of $104.0 million ($79.6 million excluding the annuity-
related capital gains) in 1996, versus $77.1 million and  $69.9
million   in   1995  and  1994.   These  trends   reflect   the
continuation of strong production of credit insurance and well-
controlled loss ratios.  During the third quarter of 1996,  the
decision  was  made to discontinue marketing  credit  insurance
through  non-affiliated  independent  credit  providers.    The
customer  base of this business was primarily commercial  banks
and  thrift institutions in the Northeast.  This decision  will
not  materially affect either the Company's financial condition
or results of operations.

      Harbour Island Inc., the Company's real estate subsidiary
in  Tampa,  Florida, recorded a pretax loss, on a  fully  debt-
funded basis, of $18.7 million in 1996, down from $19.5 million
in  1995,  but increased from $18.0 million in 1994.  The  1996
results reflect the sale of two luxury apartment complexes at a
pretax gain of $1.6 million.  These sales reduced the Company's
investment  in  Harbour  Island by approximately  $10  million.
Nearly  all  of  the  losses in recent years represent  imputed
interest costs computed at the Company's overall melded cost of
funds  rate and depreciation charges.  The pretax loss relating
to Harbour Island Inc. is likely to continue at current levels,
unless  substantial  portions of the  real  estate  on  Harbour
Island are sold.

      Other  revenues increased 99% in 1996 from the  preceding
year following a decrease of 4% in 1995.  The 1996 increase  in
other  revenue  of  $228.8 million related  to  the  previously
mentioned  turnaround  of the RAL business,  the  capital  gain
related  to the disposition of the annuity portfolio, increased
servicing  revenue  relating  to  securitized  receivables  and
securitization  gains  of $55.3 million in  1996  versus  $23.5
million  and  $15.4  million in 1995  and  1994,  respectively.
Comparing 1995 with 1994, the previously discussed fluctuations
from   the  RAL  business  were  largely  offset  by  increased
servicing   revenue   and   gains   from   the   aforementioned
securitization.

      The provision for credit losses increased $118.6 million,
or  42%, in 1996 compared with an increase of $81.5 million, or
41%,  in  1995 (excluding the German charge).  The increase  in
1996  and 1995 reflects higher chargeoffs, as well as additions
to  the  allowance for credit losses corresponding to increased
unsecured  receivables growth.  The increased  chargeoffs  were
entirely  in the unsecured product lines, reflecting  both  the
expected  maturing  of  the  BNB USA  portfolio  and  a  higher
incidence of bankruptcies in North America.  As a percentage of
receivables, credit card chargeoffs increased to 3.81% in  1996
from 2.73% in 1995, and personal unsecured chargeoffs increased
to  4.55%  from 3.79% in 1995.  Management expects this  credit
card trend to continue in 1997 (though at a less rapid rate  of
increase  than in prior years) as the portfolio matures,  while
the  personal  unsecured  rates will continue  to  reflect  the
economic cycle and the economic health of the consumer.   As  a
percentage  of  average owned receivables,  the  provision  was
2.95%,  compared with 2.27% in 1995 (2.39% including the German
liquidating loan charges).

      Salaries and other operating expenses, combined, were  up
10%  in  1996 and 14% in 1995 over the respective prior  years,
generally reflecting normal increases attributable to growth in
receivables.   These  trends  also  reflected  the   previously
mentioned  costs  associated with  new  merchant  programs  and
expenses  relating  to a second data center opened  during  the
fourth  quarter of 1996.  The 1996 comparisons with  the  prior
year  benefited from lower RAL collection expenses, and savings
from the fourth-quarter 1995 restructuring.  As a percentage of
average  managed  receivables,  salaries  and  other  operating
expenses  were 6.65%, 6.85% and 6.89% in 1996, 1995  and  1994,
respectively.

     In December 1994, the Company announced its intent to sell
its  German  consumer banking subsidiary, BFK  Bank  AG  (BFK).
Simultaneously, the Company recorded a $38.0 million, or  $0.72
per  share,  charge  to  reflect potential  credit  losses  and
related  expenses at BFK on a block of loans granted to finance
the  purchase  of  campground sites by  German  consumers  from
Fundus  Grundstuecks GmbH (Fundus), a German financial services
company that ultimately went bankrupt.

      During  1995,  negotiations and  other  work-out  efforts
relating  to  the  Fundus  loans,  both  apart  from   and   in
conjunction  with the possible BFK sales, did not  progress  as
anticipated  in the original loss estimates.  As a  result,  in
December  1995, the Company recorded a $15.0 million, or  $0.28
per  share, charge for additional potential losses relating  to
the  Fundus portfolio.  In December 1995, the Company announced
the  decision  to  retain  BFK as  no  acceptable  offers  were
received,  and  new management was put in place.   Following  a
thorough  analysis  of  BFK's entire loan  portfolio,  and  the
supporting collateral, the Company recorded a $10.0 million, or
$0.19 per share provision for loan losses related to other (non-
Fundus)  commercial loans.  None of the above mentioned  German
charges  had  a tax offset because of BFK's net operating  loss
position  at  that  time.  In October  1996,  BFK  was  renamed
Beneficial Bank AG (BBAG).

      Also in October 1996, a settlement agreement relating  to
most  of the Fundus loans was concluded.  In return for certain
cash  payments from the borrowers, the loans were canceled  and
BBAG   obtained  title  to  the  underlying  collateral.    The
previously established loss reserves were evaluated in light of
the  settlement  and determined to be adequate  by  management.
The  campground  sites  will  be professionally  managed  until
liquidation.   This  collateral had a carrying  value  of  $5.0
million at December 31, 1996.

      In the fourth quarter of 1995, the Company implemented an
expense-reduction program principally within  its  headquarters
operations.   This  program resulted in a $9.8  million  pretax
restructuring  charge, which was largely early  retirement  and
severance  expenses  corresponding to workforce  reductions  of
225.   This  restructuring  charge reduced  net  income  on  an
aftertax basis by $5.9 million or $0.11 per share in 1995.

      Although  the statutory rate was 35% for all  years,  the
Company's effective tax rates were 38.7% in 1996, 44.3% in 1995
and  45.5% in 1994.  The effective rate in 1996 benefited  from
the  utilization  of  approximately $8  million  of  additional
foreign  tax credits, resulting from the Company's election  to
modify  the  methodology  for calculating  foreign  tax  credit
limitations.   This  election  is  expected  to   improve   the
Company's ability to utilize foreign tax credits in the  future
with  a  resulting benefit to the future effective  rate.   The
effective  tax rate was substantially higher in 1995  and  1994
because  of  the German charges, which were not offset  by  tax
benefits.  Beyond these items, taxes are higher than  the  U.S.
federal statutory rate primarily because of state income taxes.
Because  of the Company's earnings level, a valuation allowance
is  established only on foreign tax credit carryforwards.   The
net  deferred  tax  assets  is approximately  $232  million  at
December  31,  1996.  Management has determined, based  on  the
Company's   history  of  prior  operating  earnings   and   its
expectations for future earnings, that operating income of  the
Company  will  be sufficient to recognize fully these  deferred
tax  assets.   See  Note  17  to the Financial  Statements  for
further discussion.

      In  1992,  the  IRS  completed  its  examination  of  the
Company's federal income tax returns for 1984 through 1987  and
proposed   certain  adjustments  that  relate  principally   to
activities   of  the  Company's  former  subsidiary,   American
Centennial  Insurance  Company, prior  to  its  sale  in  1987.
Although  prepayments were made thereon in  1992,  the  Company
contested  the  proposed adjustments within the  administrative
appeals process of the IRS.  During the third quarter of  1996,
the  IRS issued a statutory Notice of Deficiency asserting  the
unresolved  adjustments.  The Company fully intends  to  oppose
the adjustments through litigation.  Management does not expect
the  ultimate  resolution of these issues to  have  a  material
effect   on  the  Company's  financial  position,  results   of
operations  or  liquidity.   See  Note  27  to  the   Financial
Statements for further discussion of the assessment.

      During the fourth quarter of 1996, the Company decided to
implement  a  broad-based option program for substantially  all
employees  who do not participate in the existing option  plan.
This  program resulted in the issuance of approximately 900,000
options  on January 31, 1997, at a strike price 20%  above  the
market  price  at the date of issuance.  See  Note  20  to  the
Financial  Statements for further information  regarding  stock
options.

Changes in Cash Flow and Liquidity

      The  principal sources of cash are collections of finance
receivables, proceeds from the issuance of short- and long-term
debt,  and  cash provided from operations (including maturities
and repayments of its receivables).  The monthly collections of
cash  principal  as  a percentage of average  receivables  were
5.51%  in  1996  and 5.03% in 1995.  Also, from time  to  time,
subsidiaries  of  the  Company sell home equity  loans  through
securitizations in the capital markets.

      Substantial  additional liquidity  is  available  through
committed  bank  credit  lines that the  Company  maintains  in
support of its commercial paper borrowings.  During the  fourth
quarter  of 1995, the Company entered into a $3 billion,  five-
year syndicated revolving credit agreement, which replaced  the
various one-and three-year bilateral agreements, totaling  $2.9
billion,  that  the  Company had previously  maintained.   This
syndicated  revolving credit agreement has a $1.0 billion  net-
worth  test.  At year-end 1996, total standby lines  of  credit
were $4.2 billion, of which $3.8 billion was unused.

     One of the Company's financial strengths is its ability to
raise  long-term  debt  in  a  wide  variety  of  domestic  and
international markets.  Including medium-term notes,  long-term
debt  represented 64% of the Company's funding base at the  end
of  1996,  compared with 63% at the end of 1995.  In 1996,  the
Company issued $1.8 billion in variable-rate medium-term  notes
at  an  all-in  cost  slightly  above  the  Company's  cost  of
commercial  paper  borrowings.  The average  maturity  was  2.4
years.   Fixed-rate  medium-term note  issuances  totaled  $0.6
billion,  at an average coupon of 6.54% and an average maturity
of  6.5  years.   In addition, the Company had available  under
shelf registrations with the Securities and Exchange Commission
$1.5 billion of unissued debt securities at year-end 1996.

      The  Company  hedges the majority of  its  investment  in
foreign  subsidiaries  by  selling  at-the-money  (spot)   call
options  and  buying  out-of-the-money (spot)  put  options  on
Canadian dollars and British pounds.  With the exception of the
strike rates, all terms of the call and put are identical.  The
notional amount of each option is an amount that will generally
produce  offsetting gains or losses (on an aftertax  basis)  to
the  gains or losses produced by the underlying net investment.
The  combination of these instruments (a "no cost  collar")  is
effectively  a partial hedge, as hedging gains or losses  occur
only  when  the spot rates fluctuate outside the range  of  the
respective  strike rates.  These option transactions  generally
have a maturity of three to six months.  Foreign currency swaps
and  forward exchange agreements are also utilized to  hedge  a
portion of the Company's investment in foreign subsidiaries.

      The  Company  monitors the effectiveness of  its  hedging
program  through  a  quarterly analysis comparing  the  foreign
exchange  gains  and  losses  on  the  investments  in  foreign
operations  to  hedge  gains  and losses  because  of  currency
fluctuations.   Hedge  gains  and  losses  are  calculated   by
comparing the option strike rate to the spot exchange  rate  on
each  financial  statement  date  as  though  the  option  were
exercised  at  that time.  There were no amounts recognized  in
net  income  during  the three years ended December  31,  1996.
Gains and losses in excess of the amount needed to offset gains
or  losses  on investments in foreign subsidiaries  because  of
currency fluctuations are not expected given the above  hedging
strategy.  See Notes 2h and 23 to the Financial Statements  for
further information on derivatives.

      The  Company minimizes all off-balance-sheet credit  risk
exposure  by limiting the counterparties to major international
banks  and  financial  institutions.   The  Company  has  never
experienced nonperformance by any counterparty.

    Recent Accounting Pronouncements

      The  Financial Accounting Standards Board has issued SFAS
No.  125,  "Accounting for Transfers and Servicing of Financial
Assets  and Extinguishments of Liabilities," and SFAS No.  127,
"Deferral of the Effective Date of Certain Provisions  of  SFAS
No  125."  SFAS  125  as amended by SFAS 127  standardizes  the
accounting  and  disclosures required for  securitizations  and
transfers  and  servicing  of  other  financial  assets.    The
statement is effective for certain transactions occurring after
December  31,  1996.  The statement will not  have  a  material
effect  on  the  Company's  financial  position  or  result  of
operations.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                INDEPENDENT AUDITORS' REPORT


TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF BENEFICIAL CORPORATION:

      We  have  audited  the accompanying consolidated  balance
sheets  of  Beneficial  Corporation  and  Subsidiaries  as   of
December  31,  1996  and  1995, and  the  related  consolidated
statements of income and retained earnings and cash  flows  for
each  of the three years in the period ended December 31, 1996.
Our  audits  also  included  the financial  statement  schedule
listed in the Index at Item 14.  These financial statements and
financial  statement  schedule are the  responsibility  of  the
Corporation's management.  Our responsibility is to express  an
opinion  on  the  financial statements and financial  statement
schedule based on our audits.

      We  conducted  our  audits in accordance  with  generally
accepted auditing standards.  Those standards require  that  we
plan and perform the audit to obtain reasonable assurance about
whether   the   financial  statements  are  free  of   material
misstatement.   An audit includes examining, on a  test  basis,
evidence  supporting  the  amounts  and  disclosures   in   the
financial  statements.   An audit also includes  assessing  the
accounting  principles used and significant estimates  made  by
management,  as  well  as  evaluating  the  overall   financial
statement  presentation.  We believe that our audits provide  a
reasonable basis for our opinion.

      In  our  opinion, such consolidated financial  statements
present   fairly,  in  all  material  respects,  the  financial
position  of  Beneficial  Corporation and  Subsidiaries  as  of
December 31, 1996 and 1995, and the results of their operations
and  their cash flows for each of the three years in the period
ended  December 31, 1996 in conformity with generally  accepted
accounting  principles.  Also, in our opinion,  such  financial
statement  schedule, when considered in relation to  the  basic
consolidated  financial statements taken as a  whole,  presents
fairly  in  all  material respects the  information  set  forth
therein.




DELOITTE & TOUCHE LLP

Parsippany, New Jersey
January 28, 1997


            BENEFICIAL CORPORATION AND SUBSIDIARIES
                        BALANCE SHEET
<TABLE>
<S>                                          <C>          <C>
                                               December 31
                                            1996         1995
                                              (in millions)
ASSETS

Cash and Equivalents                     $   279.6    $   273.1
Finance Receivables (Note 5)              14,672.0     13,416.2
 Allowance for Credit Losses (Note 6)       (498.2)     (406.1)
      Net Finance Receivables             14,173.8     13,010.1
Investment Securities (Note 7)               550.3      1,491.4
Property and Equipment                       204.9        183.1
Other Assets (Note 8)                      1,722.6        779.6
      TOTAL ASSETS                       $16,931.2    $15,737.3

LIABILITIES AND SHAREHOLDERS' EQUITY

Short-Term Debt (Note 10)                $ 4,169.3    $ 4,023.9
Deposits Payable                             635.0        642.5
Long-Term Debt (Note 11)                   8,631.1      7,792.5
 Total Interest-Bearing Debt              13,435.4     12,458.9
Accounts Payable and Accrued 
  Liabilities (Note 9)                       534.0        509.9
Insurance Policy and Claim Reserves        1,267.0      1,265.5
 Total Liabilities                       $15,236.4    $14,234.3

Shareholders' Equity:
 Preferred Stock (Note 12)                   114.8        114.8
 Common Stock (160.0 shares authorized;
  54.0 and 53.2 shares outstanding) 
  (Note 12)                                   54.0         53.2
 Additional Capital (Note 13)                305.3        270.0
 Net Unrealized Gain on Investment 
  Securities (Note 7)                          2.6         18.4
 Accumulated Foreign Currency 
  Translation Adjustments                    (45.4)       (46.4)
 Retained Earnings                         1,263.5      1,093.0
    Total Shareholders' Equity             1,694.8      1,503.0
      TOTAL LIABILITIES AND 
        SHAREHOLDERS' EQUITY             $16,931.2    $15,737.3
</TABLE>
See Notes to Financial Statements.

           BENEFICIAL CORPORATION AND SUBSIDIARIES
          STATEMENT OF INCOME AND RETAINED EARNINGS

                                            Years Ended December 31
<TABLE>
<S>                                         <C>        <C>        <C>
                                           1996       1995       1994
                                  (in millions, except per share amounts)
REVENUE
 Finance Charges and Fees                $2,143.5   $2,014.6   $1,753.7
 Interest Expense                           812.8      816.2      673.6
    Lending Spread                        1,330.7    1,198.4    1,080.1
 Insurance Premiums                         168.7      152.7      143.7
 Other (Note 18)                            459.7      230.9      240.0
    Total                                 1,959.1    1,582.0    1,463.8

OPERATING EXPENSES
 Salaries and Employee Benefits             412.6      384.6      350.7
 Insurance Benefits                          82.8       80.4       86.5
 Provision for Credit Losses                398.8      280.2      198.7
 Provision for Credit Losses on German
    Liquidating Loan Portfolio (Note 3)        --       15.0       38.0
 Provision for Restructuring (Note 4)          --        9.8         --
 Other (Note 19)                            606.4      541.6      463.8
    Total                                 1,500.6    1,311.6    1,137.7
Income Before Income Taxes                  458.5      270.4      326.1
Provision for Income Taxes (Note 17)        177.5      119.9      148.4
NET INCOME                                  281.0      150.5      177.7
Retained Earnings, Beginning of Period    1,093.0    1,042.2      953.7
Dividends   Paid   (Note   22)             (110.5)     (99.7)     (89.2)
RETAINED EARNINGS, END OF PERIOD         $1,263.5   $1,093.0   $1,042.2

EARNINGS PER COMMON SHARE                $   5.08   $   2.72   $   3.28

DIVIDENDS PER COMMON SHARE               $   1.98   $   1.80   $   1.62

AVERAGE COMMON SHARES OUTSTANDING            54.3       53.5       52.6
</TABLE>
See Notes to Financial Statements.
        

            BENEFICIAL CORPORATION AND SUBSIDIARIES
                   STATEMENT OF CASH FLOWS

                                                          Years Ended
                                                          December 31
<TABLE>
<S>                                               <C>         <C>        <C>
                                                  1996       1995       1994
                                                         (in millions)
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                                 $    281.0  $   150.5  $   177.7
 Reconciliation of Net Income to Net Cash 
   Provided by Operating Activities:
      Provision for Credit Losses                398.8      280.2      198.7
      Provision for Credit Losses on German
          Liquidating Loan Portfolio                --       15.0       38.0
      Provision for Restructuring                   --        9.8         --
      Provision for Deferred Income Taxes        (32.5)     (35.0)     (30.9)
      Depreciation and Amortization               49.6       48.8       49.1
      Insurance Policy and Claim Reserves          1.5      180.8      169.0
      Accounts Payable and Accrued Liabilities    24.1       50.2       63.5
        Net Cash Provided by Operating 
         Activities                              722.5      700.3      665.1

CASH FLOWS FROM INVESTING ACTIVITIES
 Receivables Originated or Acquired          (12,341.8)  (9,860.3)  (8,251.3)
 Receivables Collected                         8,943.2    7,443.3    6,064.1
 Receivables Securitized                       1,919.3    1,103.8      757.0
 Available-For-Sale Investments Purchased       (492.8)    (313.9)    (219.7)
 Held-To-Maturity Investments Purchased          (13.0)     (78.2)    (251.1)
 Available-For-Sale Investments Sold           1,032.6       97.5       55.0
 Available-For-Sale Investments Matured          372.9      154.5      158.9
 Held-To-Maturity Investments Matured              5.3       21.1       66.3
 Property and Equipment Purchased                (62.6)     (37.2)     (25.0)
 Deposit from Reinsurer                         (908.3)        --         --
 Other                                            43.1      (15.4)      (7.4)
        Net Cash Used in Investing 
         Activities                           (1,502.1)  (1,484.8)  (1,653.2)

CASH FLOWS FROM FINANCING ACTIVITIES
 Short-Term Debt, Net Change                      88.9      556.4      537.3
 Deposits Payable, Net Change                      9.2      (29.4)       9.0
 Long-Term Debt Issued                         2,782.3    3,102.1    2,767.1
 Long-Term Debt Repaid                        (1,983.8)  (2,661.3)  (2,228.5)
 Dividends Paid                                 (110.5)     (99.7)     (89.2)
        Net Cash Provided by Financing 
         Activities                              786.1      868.1      995.7

NET INCREASE IN CASH AND EQUIVALENTS               6.5       83.6        7.6
Cash and Equivalents at Beginning of Period      273.1      189.5      181.9
CASH AND EQUIVALENTS AT END OF PERIOD        $   279.6  $   273.1  $   189.5

SUPPLEMENTAL CASH FLOW INFORMATION
 Interest Paid                               $   816.2  $   823.4  $   680.0
 Income Taxes Paid                               222.9      154.8      150.5
</TABLE>
See Notes to Financial Statements.



             BENEFICIAL CORPORATION AND SUBSIDIARIES
                  NOTES TO FINANCIAL STATEMENTS
             (in millions, except per share amounts)
                                

1. NATURE OF OPERATIONS

   Beneficial   Corporation  (Company)   is   a   holding   company,
   subsidiaries  of which provide financial services  through  their
   various   consumer  finance,  banking  and  insurance  operations
   located  throughout the United States, Canada,  Germany,  Ireland
   and  the  United Kingdom.  The Beneficial consumer  finance  loan
   office  network includes more than 1,100 offices,  offering  both
   real estate secured loans and unsecured loans, as well as credit-
   related  insurance  products.  Additionally,  other  subsidiaries
   offer  credit card products (largely private-label),  tax  refund
   anticipated  loans  and  selected  non-credit-related   insurance
   products.   Approximately  40%  of loans  owned  outstanding  are
   secured  by  real estate.  The majority of net income is  derived
   from   the  consumer  finance  operations  and  credit  insurance
   products related to the consumer finance business.  Operations in
   any one country outside the United States are not significant  in
   relation to the Company's overall operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES

   a)    Basis   of   Consolidation.   The  consolidated   financial
   statements   include  the  accounts  of  the  Company   and   its
   subsidiaries,  after elimination of all significant  intercompany
   accounts  and transactions, and have been prepared in  accordance
   with  generally  accepted accounting principles.  Certain  prior-
   period  amounts have been reclassified to conform with  the  1996
   presentation.

   b)  Use of Estimates.  The preparation of financial statements in
   conformity with generally accepted accounting principles requires
   management  to  make estimates and assumptions  that  affect  the
   reported  amounts  of  assets  and  liabilities,  disclosure   of
   contingent  assets and liabilities at the date of  the  financial
   statements  and  the  reported amounts of revenues  and  expenses
   during  the  reporting period.  Actual results could differ  from
   those estimates.

   c)  Finance Operations.  The financial statements are prepared on
   the  accrual  basis.   Finance charges are recognized  as  income
   using  the  interest  method  or  methods  that  produce  similar
   results.   Loan origination fees are deferred and amortized  into
   interest  income over the estimated lives of the  related  loans,
   except  to  the extent that they offset directly related  lending
   costs.   Direct origination costs for credit cards  are  deferred
   and  amortized  over  12  months.  Income  accrual  is  generally
   suspended after 30 days on delinquent loans.

   Provisions  for  credit losses are charged to income  in  amounts
   sufficient to maintain the allowance for credit losses at a level
   considered adequate to cover the losses of principal and interest
   in the finance receivables portfolio.

   Delinquent   real   estate  secured  receivables   are   reviewed
   individually   by   management,  and   accounts   known   to   be
   uncollectible are charged off.  In general, other receivables are
   automatically charged off after no payment has been made for  six
   months.  For all types of loans, collection efforts are generally
   continued.

   Real  estate properties acquired through foreclosure are  carried
   at  the  lower  of  cost or estimated fair  market  value,  minus
   estimated costs to sell, determined on an individual asset basis.
   Valuations  are  periodically performed  by  management,  and  an
   allowance  for possible losses is established if the  book  value
   exceeds the estimated fair market value minus estimated costs  to
   sell.   Residual gains or losses on disposition are  recorded  in
   expense as incurred.

   Certain real estate secured loans are accounted for as foreclosed
   property  ("in-substance foreclosure")  even  though  the  actual
   foreclosure  has not occurred.  These loans are  carried  at  the
   lower  of  cost  or  estimated fair value when the  borrower  has
   little  or  no equity in the collateral at its current  estimated
   fair  value and it appears unlikely that the borrower will  repay
   the loan other than through liquidation of the property.

   d)   Receivables  Sold  with Servicing  Retained.   Periodically,
   subsidiaries of the Company have sold home equity loans to trusts
   created  as  real estate mortgage investment conduits and  retain
   the  servicing.  At the date of such securitizations, the Company
   allocates  the  total cost of the home equity loans  to  mortgage
   servicing  rights  and  the loans based on  their  relative  fair
   values.  Fair values are determined based on present valuing  the
   expected  future  cash flows using a discount  rate  commensurate
   with  the risks involved, adjusted for prepayments and bad debts.
   Mortgage  servicing  rights are amortized in proportion  to,  and
   over the period of, estimated net servicing income.

   e)   Insurance  Operations.  The Company's insurance subsidiaries
   are  engaged in writing credit life, credit accident  and  health
   insurance, credit property and ordinary life insurance.  Premiums
   on  credit life insurance are taken into income using the sum-of-
   the-digits or actuarial methods, except in the case of level-term
   contracts,  which  are taken into income using the  straight-line
   method  over  the  lives  of the policies.   Premiums  on  credit
   accident  and  health insurance are generally taken  into  income
   using  an  average of the sum-of-the-digits and the straight-line
   methods.   Premiums for credit property are generally taken  into
   income using the sum-of-the-digits method or on a pro-rata basis.
   Premiums for ordinary life insurance are included in income  when
   due.   Premiums collected on annuity contracts are included as  a
   liability  in  insurance  policy  and  claim  reserves.    Policy
   reserves  for credit life, credit accident and health  insurance,
   and  credit  property  are  equal to related  unearned  premiums.
   Additionally, claim reserves for credit life, credit accident and
   health  insurance,  and credit property are adjusted  to  reflect
   claim  experience.  Liabilities for future life insurance  policy
   benefits associated with ordinary life contracts are accrued when
   premium  revenue is recognized and are computed on the  basis  of
   assumptions  as  to investment yields, mortality,  morbidity  and
   withdrawals.

   f)   Valuation of Investment Securities.  Investments  are  owned
   principally  by the insurance subsidiaries and consist  primarily
   of  debt  securities.   Investments in debt securities  that  the
   subsidiaries have both the ability and the intention  of  holding
   until maturity are classified as held-to-maturity securities  and
   reported   at   amortized  cost  (remaining  principal   net   of
   unamortized premiums or discounts).  Investments that may be sold
   prior   to  maturity  to  support  the  subsidiaries'  investment
   strategy, such as in response to changes in interest rates or tax
   deductibility  of  interest, are considered as available-for-sale
   securities and reported at fair value, with unrealized gains  and
   losses   excluded  from  earnings  and  reported  in  a  separate
   component of shareholders' equity.  The subsidiaries do not  hold
   any  securities  for trading purposes.  The cost  of  investments
   sold is determined on the specific cost identification basis.

   g)   Translation of Foreign Currencies.  Operations  outside  the
   United  States  are  conducted through  subsidiaries  located  in
   Canada,  Germany,  Ireland and the United  Kingdom.   Assets  and
   liabilities of these subsidiaries are translated at the rates  of
   exchange  at  the balance sheet dates, while income  and  expense
   items  are  translated  at the average exchange  rates  for  each
   period  covered by the statement of income and retained earnings.
   The resulting translation adjustments are included in accumulated
   foreign currency translation adjustments, a separate component of
   shareholders' equity.

   h)  Derivative Financial Instruments.  To hedge its investment in
   foreign  subsidiaries  and to moderate its exposure  to  interest
   rate  fluctuations, the Company enters into various  transactions
   involving   off-balance-sheet   financial   instruments.    These
   transactions  include options, currency swaps  and  forwards  for
   foreign  currency  risk management and interest  rate  swaps  and
   forward rate agreements for interest rate exposure management.

   Gains  or  losses on foreign currency instruments  designated  as
   hedges  of  the Company's net investments in foreign subsidiaries
   are   included  with  translation  adjustments  in  shareholders'
   equity.   Gains or losses on these instruments in excess  of  the
   amount  needed  to  offset net investment  losses  or  gains  are
   included  in  income.   The net amount  of  interest  income  and
   interest  expense  on  agreements used  to  hedge  interest  rate
   exposure is recognized in interest expense over the lives of  the
   instruments.   The indices on derivatives used to hedge  interest
   rate  exposure match an index corresponding to either a  specific
   long-term  debt instrument or to a pool of short-term debt.   The
   Company  does not terminate these derivatives prior to  maturity.
   In  the  unlikely  event of termination, gain or  loss  would  be
   reflected  in  the income statement, or deferred  and  recognized
   over the remaining life of the hedged instrument.
   
   The  Company does not serve as a financial intermediary  to  make
   markets  in any off-balance-sheet financial instruments nor  does
   it  hold  or  issue derivative financial instruments for  trading
   purposes.

   i)    Amortization  of  Intangible  Assets.   Premiums  paid   on
   receivables  purchased  are  amortized  using  straight-line  and
   accelerated  methods  generally over the estimated  life  of  the
   loans.   Excess  cost  applicable to  acquisitions  is  generally
   amortized on a straight-line basis over 40 years.

   j)   Earnings  per Common Share.  Earnings per common  share  are
   computed  by deducting dividend requirements on preferred  stocks
   of  the  Company  from net income and dividing the  remainder  by
   average common shares outstanding and their equivalents.  None of
   the preferred stocks are common stock equivalents.

   k)   Cash  Equivalents.  The Company considers all highly  liquid
   debt instruments with original maturities of three months or less
   to be cash equivalents.

3. PROVISION FOR CREDIT LOSSES ON GERMAN LIQUIDATING LOAN PORTFOLIO

   In  December 1994, the Company announced the intent to  sell  its
   German  banking  subsidiary, BFK Bank AG (BFK).   Simultaneously,
   the  Company  recorded  a $38.0, or $0.72 per  share,  charge  to
   reflect  credit  losses and related expenses on a  block  of  BFK
   loans  granted  to  finance the purchase of campground  sites  by
   German consumers from Fundus Grundstuecks GmbH (Fundus), a German
   financial services company that ultimately went bankrupt.

   During 1995, negotiations and other work-out efforts relating  to
   the  Fundus  loans, both apart from and in conjunction  with  the
   possible  BFK  sale,  did  not progress  as  anticipated  in  the
   original  loss  estimates.  As a result, in  December  1995,  the
   Company  recorded  a  $15.0,  or  $0.28  per  share,  charge  for
   additional potential losses relating to the Fundus portfolio.

   In  December 1995, the Company announced the decision  to  retain
   BFK as no acceptable offers were received, and new management was
   put  in  place.   BFK was renamed Beneficial Bank  AG  (BBAG)  in
   October 1996.
   
   Also, in October 1996, a settlement agreement relating to most of
   the  Fundus  loans  was concluded.  In return  for  certain  cash
   payments  from  the borrowers, the loans were canceled  and  BBAG
   obtained  title  to  the underlying collateral.   The  previously
   established  loss  reserves  were  evaluated  in  light  of   the
   settlement,  and  in  management's  judgment  were  adequate  and
   appropriate. The campground sites will be professionally  managed
   until liquidation.  This collateral had a carrying value of  $5.0
   at December 31, 1996.

4. PROVISION FOR RESTRUCTURING

   In the fourth quarter of 1995, the Company implemented an expense-
   reduction    program,   principally   within   its   headquarters
   operations.   The  resulting  restructuring  charge  reduced  net
   income  by  $5.9, or $0.11 per share, and was largely related  to
   early   retirement   and  severance  expenses  corresponding   to
   workforce reductions of 225.

5. FINANCE RECEIVABLES

   Finance receivables at December 31 consisted of the following:
<TABLE>
<S>                                             <C>         <C>
                                               1996        1995
   Receivables Owned:
      Real Estate Secured                 $ 6,067.5   $ 6,636.6
      Personal Unsecured                    2,982.9     2,756.1
      Credit Cards                          4,595.8     3,084.0
      Sales Finance Contracts                 926.3       836.6
      Commercial                               99.5       102.9
         Total Owned                       14,672.0    13,416.2
      Receivables Sold with Servicing 
        Retained (all real estate secured)  2,189.0     1,113.5
      Total Managed                       $16,861.0   $14,529.7
</TABLE>

   Average  receivables during the years ended December 31  were  as
   follows:
<TABLE>
<S>                                              <C>         <C>
                                                1996        1995

   Average Receivables Owned                 $13,520.8   $12,339.7
   Average Receivables Sold With Servicing
     Retained                                  1,798.1     1,182.1
   Average Managed                           $15,318.9   $13,521.8
</TABLE>
   From  time  to time, subsidiaries of the Company have  sold  home
   equity loans through securitizations and have retained collection
   and  administrative responsibilities as servicer  for  the  trust
   holding the home equity loans.


   Scheduled contractual maturities of finance receivables owned  to
   be received after December 31, 1996, were as follows:
<TABLE>
<S>                               <C>     <C>    <C>    <C>     <C>
                                 1997    1998   1999   2000   Beyond
   Real Estate Secured            18%     12%    13%    13%     44%
   Personal Unsecured             44      33     16      3       4
   Credit Cards                   56       6      6      3      29
   Sales Finance Contracts        69      21      7      2       1
   Commercial                     25      11     12     14      38
   Overall                        38%     15%    11%    28%      8%
</TABLE>

   While  the statutes of several states place no maximum  limit  on
   the  contractual term of closed-end loans secured by real estate,
   the  consumer finance subsidiaries generally limit loans of  this
   type  to periods ranging from 60 to 180 months.  Terms of closed-
   end  unsecured loans and sales finance contracts generally do not
   exceed  60  months.   It  is  the  Company's  experience  that  a
   substantial  portion of all consumer receivables  is  renewed  or
   repaid  prior  to  contractual maturity dates.  Accordingly,  the
   previous tabulation should not be viewed as a forecast of  future
   cash  collections.  During the years ended December 31, 1996  and
   1995,   cash   collections   totaled   $8,943.2   and   $7,443.3,
   respectively.   The monthly collections of cash  principal  as  a
   percentage of average receivables were 5.51% in 1996 and 5.03% in
   1995.

6. ALLOWANCE FOR CREDIT LOSSES

   Changes in the allowance for credit losses were as follows:
<TABLE>
<S>                                                 <C>      <C>
                                                   1996     1995
   Balance at Beginning of Year                  $ 406.1  $ 331.6
   Accounts Charged Off                           (363.3)  (247.2)*
   Recoveries on Accounts Previously Charged Off    46.4     37.8
   Provision for Credit Losses                     398.8    280.2*
   Other                                            10.2      3.7
   Balance at End of Year                        $ 498.2  $ 406.1
</TABLE>
   *Does  not  reflect $15.0 pertaining to German  liquidating  loan
   portfolio (see Note 3).

7. INVESTMENT SECURITIES

   In  the  fourth quarter of 1995, the Company decided to exit  its
   annuity business.  The actual disposition of the annuity business
   and  the  capital gain from the sale of corresponding investments
   increased net income by $8.4, or $0.16 per share, in March  1996.
   In  light  of  this  decision, and the one-time  reclassification
   allowed temporarily under "A Guide to Implementation of Statement
   of  Financial Accounting Standards (SFAS) No. 115,"  the  Company
   transferred $795.4 of debt securities from the "Held-To-Maturity"
   category  to the "Available-For-Sale" category in December  1995.
   An  unrealized gain of $12.4, net of income taxes  of  $6.7,  was
   recorded in the separate component of shareholders' equity  as  a
   result  of this transfer.  As of December 31, 1996, shareholders'
   equity  included a net unrealized gain of $2.6, consisting  of  a
   $3.8  net gain on the Available-For-Sale portfolio, offset  by  a
   $1.2 of applicable income taxes.

   Investments at December 31 were as follows:
<TABLE>
<S>                              <C>         <C>         <C>         <C>
                                           Gross       Gross   Estimated
                           Amortized  Unrealized  Unrealized      Market
   1996                         Cost       Gains      Losses       Value
   Available-For-Sale
   Debt Securities:
      Corporate               $273.6        $5.3        $3.4      $275.5
      Mortgage-backed           35.1         1.2          .2      36.1
      Municipal                  7.3          .1          .1       7.3
      U.S. Government           93.9          .6          .2      94.3
        Foreign Government      42.4          .5          --      42.9
                               452.3         7.7         3.9     456.1
   Equity Securities              .6          --          --        .6
            Total             $452.9        $7.7        $3.9    $456.7

   Held-To-Maturity
   Debt Securities:
      Corporate              $  48.9        $ .1        $ .7    $ 48.3
      Mortgage-backed            2.6          --          .1       2.5
      Municipal                  8.5          .2          --       8.7
      U.S. Government           14.4          --          .2      14.2
      Foreign Government         1.1          --          --       1.1
      Other                     18.1          --          --      18.1
            Total             $ 93.6        $ .3        $1.0    $ 92.9
</TABLE>

<TABLE>
<S>                              <C>         <C>         <C>        <C>
                                           Gross       Gross  Estimated
                           Amortized  Unrealized  Unrealized     Market
   1995                         Cost       Gains      Losses      Value
   Available-For-Sale
   Debt Securities:
      Corporate             $  777.4       $32.9        $2.8   $  807.5
      Mortgage-backed          327.0         8.6          .1      335.5
      Municipal                 19.5          .7          --       20.2
      U.S. Government          172.8         3.5          --      176.3
        Foreign  Government     56.8         2.6          --       59.4
                             1,353.5        48.3         2.9    1,398.9
   Equity Securities             6.3          --          --        6.3
      Total                 $1,359.8       $48.3        $2.9   $1,405.2

   Held-To-Maturity
   Debt Securities:
      Corporate                $41.2        $ .4         $.1      $41.5
      Mortgage-backed            2.6          .1          --        2.7
      Municipal                  7.9          .4          --        8.3
      U.S. Government           17.5          .1          .1       17.5
      Foreign Government         1.1          --          --        1.1
         Other                  15.9          --          --       15.9
            Total              $86.2        $1.0         $.2      $87.0
</TABLE>

   The  contractual  maturities of debt securities at  December  31,
   1996, are shown in the table that follows.  Actual maturities may
   differ  from  contractual maturities because some  borrowers  may
   have  the right to prepay obligations, with or without prepayment
   penalties.

<TABLE>
<S>                                          <C>         <C>
                                         Amortized    Estimated
   1996                                     Cost     Market Value
   Available-For-Sale
   Due within one year                     $ 45.9     $ 46.3
   Due one through five years               142.4      144.4
   Due five through ten years               255.2      256.0
   Due after ten years                        8.8        9.4
      Total                                $452.3     $456.1

   Held-To-Maturity
   Due within one year                     $  6.4     $  6.4
   Due one through five years                43.6       43.2
   Due five through ten years                34.3       34.2
   Due after ten years                        9.3        9.1
      Total                                $ 93.6     $ 92.9
</TABLE>

   Proceeds  from  sales  of Available-For-Sale  securities  totaled
   $1,032.6  in 1996, compared with $97.5 in 1995.  Gross  gains  of
   $27.5 in 1996 and $4.0 in 1995, and gross losses of $1.6 in  1996
   and $0.4 in 1995, were realized on those sales.

8. OTHER ASSETS
<TABLE>
<S>                                              <C>        <C>
   At December 31                               1996       1995
   Annuity Deposit                           $  908.3  $     --
   Deferred Income Tax Benefits                 232.3     195.5
   Excess Cost of Net Assets Acquired            14.6      16.6
   Excess Servicing Asset                        54.9      19.9
   Investments in and Advances to 
     Discontinued Operations                     15.0      15.7
   Miscellaneous Accounts and 
     Notes Receivables                           70.1      91.5
   Prepaid Expenses                             130.7     116.7
   Property Acquired by Foreclosure             100.2     101.2
   Recoverable Income Taxes                      44.6      45.7
   Unamortized Insurance Policy 
     Acquisition Costs                           36.0      54.8
   Other                                        115.9     122.0
      Total                                  $1,722.6    $779.6
</TABLE>

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
<TABLE>
<S>                                              <C>      <C>
   At December 31                               1996     1995
   Accounts Payable                           $191.5   $144.6
   Accrued and Deferred Compensation            72.1     76.1
   Accrued Interest                             69.5     72.9
   Accrued Postretirement Benefits              61.1     60.5
   Accrued Pension Cost                         18.4     19.9
   Income Taxes Payable                         42.0     85.2
   Insurance Premiums Payable                   32.2     20.8
   Other                                        47.2     29.9
      Total                                   $534.0   $509.9
</TABLE>

10.SHORT-TERM DEBT

   Short-term debt, including $916.9 and $922.9 relating to  foreign
   subsidiaries  at year-end 1996 and 1995, respectively,  consisted
   of the following:
<TABLE>
<S>                                              <C>      <C>
   At December 31                               1996     1995
   Commercial Paper                          $3,695.4  $3,506.2
   Bank Borrowings                              473.9     517.7
      Total                                  $4,169.3  $4,023.9
</TABLE>

   Selected details of short-term borrowings are as follows:
<TABLE>
<S>                                          <C>        <C>        <C>
                                            1996       1995       1994
   Highest Aggregate at Any Month-End    $4,571.3   $4,023.9   $4,052.6
   Daily Average Amount                   3,846.2    3,366.3    3,110.5
   Weighted Average Interest Rates:
      At Year-End
         Commercial Paper                   5.38%      5.85%      6.05%
         Bank Borrowings                    6.17       6.71       6.23
            Overall                         5.49       5.98       6.07
      Paid During Year*
         Commercial Paper                   5.52       6.24       4.51
         Bank Borrowings                    6.46       7.19       5.83
            Overall                         5.63%      6.37%      4.58%
</TABLE>

   *Weighted  average interest rates paid during the year have  been
   determined  by relating short-term interest costs (including  the
   costs  of maintaining lines of credit) for each year to the daily
   average dollar amounts outstanding.

   The  Company  maintains committed revolving credit agreements  in
   support  of  its outstanding commercial paper.  At  December  31,
   1996,  the  Company  had lines of credit of  $4,211.5,  of  which
   $3,795.4  was  unused.   The  most significant  of  these  credit
   agreements has a net-worth test of $1,000.  Annual commitment fee
   requirements to support availability of credit agreements at  the
   end of 1996 totaled $4.1.

   The  impact of interest rate hedging activities on the  Company's
   weighted  average short-term borrowing rates and on the  reported
   short-term interest expense were increases as follows:  .13%  and
   $5.1 in 1996; .05% and $1.7 in 1995; and .16% and $4.9 in 1994.

11.LONG-TERM DEBT
<TABLE>
<S>                                              <C>       <C>
   At December 31                               1996      1995
      United States                          $7,832.2  $7,263.6
      Canada                                    338.6     285.3
      Germany                                    31.6      72.3
      United Kingdom                            428.7     171.3
      Total                                  $8,631.1  $7,792.5
</TABLE>

   Long-term debt, including weighted average interest rates by year
   of  maturity on debt outstanding at December 31, 1996,  is  shown
   below in the earliest year it could become payable:
<TABLE>
<S>                                  <C>        <C>       <C>
                               Average Rates
   Maturity                         1996        1996     1995
   1996                                                $2,063.5
   1997                             6.49%    $2,610.1   2,164.5
   1998                             7.00      1,982.0   1,189.9
   1999                             6.65      1,669.7     891.2
   2000                             7.57        554.9     422.8
   2001                             7.19        632.4     330.5
   2002-2006                        6.93        984.7     532.8
   2007-2023                        7.84        197.3     197.3
      Total                         6.84%    $8,631.1  $7,792.5
</TABLE>
   The weighted average annual interest rates on debt outstanding at
   year-end  were  6.84%, 7.24% and 7.62% for 1996, 1995  and  1994,
   respectively.    Weighted  average  interest   rates   (including
   issuance  costs) paid during the year on average  long-term  debt
   outstanding were 7.07%, 7.56% and 7.39% for years ended  December
   31, 1996, 1995 and 1994, respectively.

   Long-term  debt  outstanding  at  December  31,  1996  and  1995,
   includes  $3,815.7 and $2,817.4, respectively,  of  variable-rate
   debt  that reprices based on various indices.  Such variable-rate
   debt generally has an original maturity of one to two years.

   The  impact of interest rate hedging activities on the  Company's
   weighted  average long-term borrowing rates and on  the  reported
   long-term  interest  expense  were increases  (or  decreases)  as
   follows:  .06% and $4.8 in 1996; .05% and $3.7 in 1995; and  (-%)
   and ($.2) in 1994.

12.CAPITAL STOCK

   Shares of capital stock outstanding were as follows:
<TABLE>
<S>                                               <C>        <C>        <C>     
   At December 31                                1996       1995       1994
   5% Cumulative Preferred - $50 par value.
      Authorized, 585,730                    407,718(a    407,718(a    407,718(a

   $5.50 Dividend Cumulative Convertible 
      Preferred - no par value - $20 stated 
      value (each share convertible into nine
      shares of Common; maximum liquidation 
      value, $1,845,700, $2,031,000 and 
      $2,236,200). Authorized, 1,164,077
        Outstanding Shares Beginning of Year  20,310       22,362       25,525
        Conversion into Common.               (1,853)      (2,052)      (3,163)
        Outstanding Shares End of Year        18,457       20,310       22,362

   $4.50 Dividend Cumulative Preferred - 
      $100 par value.  Authorized, 103,976   103,976      103,976      103,976

   $4.30 Dividend Cumulative Preferred - 
      no par value - $100 stated value. 
      Authorized, 1,069,204                  836,585      836,585      836,585

   Common - $1 par value.  Authorized 
      160,000,000
      Outstanding Shares Beginning of
        Year                              53,197,422   52,509,728   52,170,270
      Conversion  of $5.50 Preferred 
       into Common                            16,677       18,468       28,467
      Exercise of Stock Options              827,115      669,903      310,991
      Transfer into Treasury from Treasury
        Shares Held as an Asset                   --         (677)          --
      Outstanding Shares End of Year      54,041,214(b 53,197,422(b 52,509,728(b

     After deducting treasury shares:
       a)  5% Cumulative Preferred           178,012      178,012      178,012
       b)  Common                          2,800,304    3,627,419    4,269,645
</TABLE>

   In addition, the Company is authorized to issue 500,000 shares of
   preferred  stock (no par value) and 2,500,000 shares of preferred
   stock ($1.00 par value).  Included within such shares are 570,000
   shares  of  Series  A Participating Preferred  Stock  ($1.00  par
   value) that the Company is authorized to issue in connection with
   Preferred  Stock Purchase Rights (see Note 14).   None  of  these
   authorized preferred shares are issued or outstanding.

   At  December 31, 1996, a total of 166,113 shares of common  stock
   was   reserved  for  conversion  of  $5.50  Dividend   Cumulative
   Convertible Preferred Stock.

13.ADDITIONAL CAPITAL

   Additional capital increased by $35.3 and $23.5 in 1996 and 1995,
   respectively.   The  increase in both years resulted  from  stock
   issuances  in  connection  with  various  employee  stock  plans,
   primarily the non-qualified stock option plan described  in  Note
   20.

14.PREFERRED STOCK PURCHASE RIGHTS

   In  1987,  the Company issued one Preferred Stock Purchase  Right
   (Right)  for  each  outstanding share  of  common  stock  of  the
   Company.   Under certain circumstances, each Right  entitles  the
   registered  holder to purchase from the Company one two-hundredth
   of  a  share  of  the Company's Series A Participating  Preferred
   Stock  at  a price of $87.50, subject to adjustment.   Until  the
   Rights  become  exercisable, expire or are  redeemed,  they  will
   automatically  trade with the common stock but will  at  no  time
   have voting power.

   The  Rights  will  be  exercisable under circumstances  generally
   involving  certain  acquisitions of, or tender  offers  for,  the
   common  stock,  or if a 10% stockholder is declared  an  "Adverse
   Person"  by  the Board of Directors.  If, at any time  after  the
   Rights  become  exercisable,  but  before  they  expire  or   are
   redeemed,  the Company is acquired in a merger or other  business
   combination or sells 50% or more of its assets or earning  power,
   the  holder  of a Right will be entitled to buy, at the  exercise
   price,  a  number of shares of Common Stock of the  acquiring  or
   surviving  company  having a market value of twice  the  exercise
   price of each Right.

   Generally,  the Rights may be redeemed by the Company  for  $.025
   per  Right  at any time prior to the expiration of the Rights  on
   November 23, 1997.

   On August 22, 1996, the Board of Directors of the Company adopted
   a  Renewed Rights Agreement which will become effective upon  the
   expiration  date  of  the  existing Rights  Agreement.   One  new
   Preferred Stock Purchase Right will be issued for each  share  of
   common   stock,  par  value  $1.00  per  share,  of  the  Company
   outstanding  on  the  expiration  date  of  the  existing  Rights
   Agreement and for each share of common stock issued thereafter.

   The  Renewed Rights Agreement is substantially identical  to  the
   existing Rights Agreement, except that (i) the exercise price per
   Preferred Stock Purchase Right has been increased from $87.50  to
   $235,  (ii) the redemption price per Right has been reduced  from
   $.025  to $.01, (iii) the amendment provisions have been  changed
   to  permit the Company to alter the exercise price of the  Rights
   or  to extend the Renewed Rights Agreement's duration beyond  its
   10-year  term,  and (iv) each Right will entitle  the  registered
   holder to purchase from the Company one one-hundredth of a  share
   of the Company's Series A Participating Preferred Stock.  As with
   the   existing   Rights  agreement,  until  the   Rights   become
   exercisable,  expire  or  are redeemed, they  will  automatically
   trade  with  the  common stock but will at no  time  have  voting
   power.

15.EMPLOYEE RETIREMENT PLANS

   The  Company has a non-contributory defined benefit pension  plan
   covering  substantially  all employees of  the  Company  and  its
   subsidiaries  in  the United States.  The benefits  provided  are
   based  on  the  employee's  age, years of  service,  and  average
   compensation  during  the  highest  three  consecutive  years  of
   earnings.   The  Company has made annual contributions  at  least
   equal to the amounts accrued for retirement expense.  Plan assets
   are invested primarily in equity securities and corporate bonds.

   Employees  of  subsidiaries outside the United  States  generally
   receive retirement benefits from Company-sponsored plans or  from
   statutory  plans administered by governmental agencies  in  other
   countries.

   Net  pension expense for domestic operations was $7.5,  $6.8  and
   $6.6 for 1996, 1995 and 1994, respectively.  Pension expense  for
   the  Company's subsidiaries outside the United States  was  $2.7,
   $2.6  and  $1.7 for the same periods.  In addition,  the  Company
   funds   two  401(k)  savings  plans,  which  collectively   cover
   substantially  all employees of the Company and its  subsidiaries
   in  the  United States, under which basic contributions are  made
   annually   up   to  2.5%  of  each  eligible  employee's   annual
   compensation  up to $0.15.  Related costs charged to  income  for
   the years ended December 31, 1996, 1995 and 1994, were $4.8, $4.6
   and $4.8, respectively.

   The  domestic plan's funded status and amounts recognized in  the
   Company's balance sheet are as follows:

<TABLE>
<S>                                            <C>       <C>
   At December 31                             1996      1995
   Actuarial Present Value of 
     Benefit Obligation:
      Vested Benefits                        $ 45.4     $ 43.4
      Non-Vested Benefits                      15.0       16.9
   Accumulated Benefit Obligation              60.4       60.3
   Effect of Future Salary Increases           43.5       42.5
   Projected Benefit Obligation               103.9      102.8
   Less Plan Assets at Fair Value              65.0       64.8
   Projected Benefit Obligation in Excess 
     of Plan Assets                            38.9       38.0
   Less Unrecognized Net Loss                  20.5       18.1
   Accrued Pension Cost Included in 
     Accounts Payable and Accrued 
      Liabilities                            $ 18.4     $ 19.9
</TABLE>
   For  1996, the projected benefit obligation was determined  using
   an  assumed discount rate of 7.50% (compared with 7.25% in 1995),
   an  assumed  long-term rate of return on assets of 9.0%,  and  an
   assumed long-term rate of increase in future compensation  levels
   of 4.5%.

   The following table details the components of net pension expense
   for domestic operations:
<TABLE>
<S>                                                  <C>      <C>      <C>
                                                    1996     1995     1994
   Service Cost - Benefits Earned During Period    $ 5.4    $ 4.4    $ 4.7
   Interest Cost on Projected Benefit Obligation     7.6      7.6      6.8
   Actual Return on Plan Assets                     (7.1)   (12.3)      --
   Net Amortization and Deferral                     1.6      7.1     (4.9)
   Net Periodic Pension Cost                       $ 7.5    $ 6.8    $ 6.6
</TABLE>

16.POSTRETIREMENT BENEFITS

   The  Company  provides  postretirement  health  and  dental  care
   benefits  to eligible employees in the United States, along  with
   their spouses and eligible dependents.  Employees become eligible
   for   these  benefits  if  they  meet  minimum  age  and  service
   requirements  and if they agree to contribute a  portion  of  the
   cost.  The associated plans are unfunded, and approved claims are
   paid  from  Company  funds.  Under the terms of  the  plans,  the
   Company  reserves  the  right to modify or terminate  the  plans.
   Most   employees  outside  the  United  States  are  covered   by
   government  health care programs.  The cost of such  programs  is
   not significant to the Company.

   The  cost to the Company of postretirement benefits consisted  of
   the following components:
<TABLE>
<S>                                           <C>     <C>    <C>
   At December 31                            1996    1995   1994
   Postretirement Benefit Cost:
     Service Cost - benefits attributable 
      to service during the year             $2.0    $1.5   $1.6
   Interest Cost on Accumulated 
     Benefit Obligation                       4.1     4.2    3.7
   Amortization of Deferred Gain             (0.3)   (0.8)  (0.7)
     Total                                   $5.8    $4.9   $4.6
</TABLE>

   The actuarial and recorded liabilities for these benefits were as
   follows:
<TABLE>
<S>                                              <C>        <C>
   At December 31                               1996       1995
   Accumulated Postretirement Benefit 
    Obligation:
      Retirees                                  $38.8      $39.9
      Fully Eligible Active Plan Participants    10.3        8.9
      Other Active Plan Participants             12.0       11.7
         Total                                  $61.1      $60.5
</TABLE>

   For  measurement purposes, a 10.2% pre-65 trend rate was used for
   1996,  decreasing  from 11.0% in 1995, with an ultimate  rate  of
   5.0%  in  2012.  In addition, a 9.7% post-64 trend rate was  used
   for  1996, decreasing from 10% in 1995, with an ultimate rate  of
   5.0%  in  2017.  For dental costs, a trend rate of 6.0% was  used
   for  1996, down from 6.5% in 1995, with an ultimate rate of  4.0%
   in  2000.  The discount rate was 7.50% at December 31, 1996,  and
   7.25%  at December 31, 1995.  A one-percentage-point increase  in
   the  health  care trend rate would have increased the accumulated
   postretirement  benefit obligation by $5.7 at year-end  1996  and
   would have added $0.8 to the benefit cost for the year.

17.INCOME TAXES

   The provision for income taxes consisted of the following:
<TABLE>
<S>                                              <C>     <C>     <C>
                                                1996    1995    1994
   Federal:
      Current:
         U.S.                                 $177.0  $124.1  $149.8
         Foreign                                16.0    18.4    16.4
            Total                              193.0   142.5   166.2
      Deferred:
         U.S.                                  (32.8)  (34.2)  (30.9)
         Foreign                                 0.3    (0.8)     --
            Total                              (32.5)  (35.0)  (30.9)
   State and Local                              17.0    12.4    13.1
         Total Provision for Income Taxes     $177.5  $119.9  $148.4
</TABLE>

   Temporary  differences that gave rise to deferred tax assets  and
   liabilities were as follows:
<TABLE>
<S>                                            <C>        <C>
   At December 31                             1996       1995
   Deferred Tax Assets:
      Allowance for Credit Losses            $163.9     $137.1
      Retiree Benefit Plans                    29.8       30.4
      Accrued and Deferred Compensation        19.2       17.0
      Foreign Tax Credits*                      8.0       16.1
      All Other                                77.9       79.1
         Subtotal                             298.8      279.7
   Deferred Tax Liabilities:
      Real Estate Partnership Losses           23.7       25.6
      Deferred Acquisition Costs               15.7       26.4
      All Other                                19.1       16.1
         Subtotal                              58.5       68.1
   Valuation Allowance*                        (8.0)     (16.1)
         Net Deferred Taxes                  $232.3     $195.5
</TABLE>

   *Foreign  Tax  Credits  are fully offset by valuation  allowances
   because  utilization is uncertain.  The tax credits  expire  over
   the next five years.

   A reconciliation of the differences between income taxes computed
   at  the  statutory U.S. income tax rate and the consolidated  tax
   provisions is as follows:
<TABLE>
<S>                                         <C>     <C>    <C>
                                           1996    1995   1994
   Statutory U.S. Tax Rate                 35.0%   35.0%  35.0%
   Increase (Decrease):
     Differential Due to Operations 
      Outside U.S.                           .3     4.0*   5.9*
      State and Local Income Taxes          2.4     3.0    2.6
      Foreign Tax Credit Utilization       (1.7)     --     --
      Other                                 2.7     2.3    2.0
      Effective Tax Rate                   38.7%   44.3%  45.5%
</TABLE>

   *Includes 3.2% in 1995 and 4.1% in 1994 resulting from  the  non-
   deductibility of credit losses at the German banking subsidiary.

   The  foreign  tax credit utilization resulted from the  Company's
   election to modify the limitation calculation.  U.S. income taxes
   were not provided at December 31, 1996, on $35.1 of undistributed
   earnings  of  foreign  subsidiaries, which  are  expected  to  be
   permanently  invested  in  foreign countries,  and  on  $77.8  of
   undistributed earnings of life insurance subsidiaries accumulated
   as policyholders' surplus under tax laws in effect prior to 1984.
   Should these amounts be distributed, the additional income  taxes
   payable would be approximately $1.7 and $27.2, respectively.

18.OTHER REVENUE

<TABLE>
<S>                                      <C>      <C>      <C>
                                        1996     1995     1994
   Investment Income                 $  80.2  $  67.8  $  61.3
   Net Tax Service (RAL) Revenue       140.9   (14.9)     59.2
   Securitization Revenue              192.3    123.6     63.7
   Other                                46.3     54.4     55.8
      Total                           $459.7   $230.9   $240.0
</TABLE>

19.OTHER EXPENSES

<TABLE>
<S>                                        <C>      <C>    <C>
                                           1996    1995   1994
   Collection Expense                    $ 20.4  $ 16.4  $ 13.6
   Data Processing Costs                   42.1    35.6    31.7
   Depreciation                            40.8    40.0    41.0
   Insurance Commissions                   18.5    21.7    20.7
   Losses on Real Estate Foreclosures      38.1    45.9    34.9
   Marketing                               77.1    58.2    47.1
   Occupancy                               78.1    75.8    72.5
   Origination Costs                       29.1    26.7    20.7
   Postage                                 32.3    26.6    20.4
   Premium Amortization                    35.2    25.3    21.9
   Printing                                27.6    22.6    18.6
   Professional Services                   29.9    26.6    19.3
   Telecommunications                      32.6    30.6    26.7
   Travel                                  21.4    20.3    17.9
   Other                                   83.2    69.3    56.8
      Total                              $606.4  $541.6$  463.8
</TABLE>

20.STOCK OPTIONS

   The Company has a non-qualified stock option plan (Plan), adopted
   in  1990,  which  provides  for grants of  options  to  officers,
   directors  and key employees of the Company and its participating
   subsidiaries.  Under the Plan, the option price shall not be less
   than 100% of fair market value on the date the option is granted.
   Options   generally  become  exercisable  in  cumulative   annual
   increments  of 25% each year, commencing one year after  date  of
   grant  and  expiring  after 10 years.  The  aggregate  number  of
   options  for any calendar year may not exceed 1.75% of the  total
   issued and outstanding common stock of the Company as measured on
   the  first  day  of any such calendar year.  If during  any  such
   calendar  year  the  total number of authorized  options  is  not
   granted, the remainder will be available for granting during  any
   succeeding  year during the term of the Plan.  Shares  of  common
   stock  to  be  issued upon exercise of options  may  be  treasury
   shares  reacquired  by  the Company or  authorized  and  unissued
   common shares or a combination of both.

   The  Company has adopted the disclosure-only provisions  of  SFAS
   No. 123, "Accounting for Stock-Based Compensation."  Accordingly,
   no  compensation  cost has been recognized  for  the  Plan.   Had
   compensation cost for the Plan been determined based on the  fair
   value  at  the  grant date of awards in 1996 and 1995  consistent
   with  the  provisions of SFAS No. 123, the Company's net earnings
   and  earnings per share would have been reduced to the pro  forma
   amounts indicated below:
<TABLE>
<S>                                             <C>        <C>
                                               1996       1995
   Net Income - reported                     $281.0     $150.5
   Net Income - pro forma                     278.8      150.3
   Earnings per share - as reported            5.08       2.72
   Earnings per share - pro forma              5.04       2.72
</TABLE>

   The  fair value of each option grant is estimated on the date  of
   grant  using  the  Black-Scholes option-pricing  model  with  the
   following weighted-average assumptions used for grants  in  1996,
   1995  and 1994, respectively: dividend yield of 3.54%, 4.00%  and
   4.20%;  risk-free  interest  rate  of  5.95%,  5.77%  and  7.68%;
   expected volatility of 28.1%; and expected lives of 5.4  for  all
   years.   The pro forma effect on net income for 1996 and 1995  is
   not  representative  of the pro forma effect  on  net  income  in
   future  years  because  it does not take into  consideration  pro
   forma  compensation expense related to grants made prior to 1995.
   The  weighted average fair value at the date of grant for options
   granted  during 1996, 1995 and 1994 was $16.21, $13.10 and  $9.80
   per option, respectively.

   The following table summarizes the activity relating to the Plan:
<TABLE>
<S>                                            <C>          <C>
                                                     Weighted-Average
   Shares Under Option                       Number    Exercise Price
   Options Outstanding December 31, 1993   3,047,232      $30.94
      Options Exercised                     (310,991)      25.87
      Options Canceled                       (41,025)      32.29
      Options Granted                        939,350       37.48
   Options Outstanding December 31, 1994   3,634,566       33.05

      Options Exercised                     (669,903)      28.82
      Options Canceled                      (132,425)      35.26
      Options Granted                        955,130       49.19
   Options Outstanding December 31, 1995   3,787,368       37.79

      Options Exercised                     (827,115)      32.79
      Options Canceled                       (68,056)      40.38
      Options Granted                      1,042,350       64.32
   Options Outstanding December 31, 1996   3,934,547      $45.82

   Options Exercisable December 31, 199    1,600,294      $35.47
</TABLE>

   The   following  table  summarizes  information  about   stock
   options outstanding at December 31, 1996:

                     Options Outstanding                 Options Exercisable
<TABLE>
<S>                    <C>          <C>         <C>            <C>        <C>
                                 Weighted-   
                                   Average   Weighted-                 Weighted-
                                 Remaining     Average                  Average
Range of               Number  Contractual    Exercise        Number   Exercise
Exercise Price    Outstanding         Life       Price   Exercisable      Price
$21.75 - $22.44        55,202      4 years      $22.02        55,202     $22.02
 29.16 -  31.13       639,405    5.6 years       29.90       639,405      29.90
 37.44 -  38.78     1,321,225    7.5 years       37.69       712,125      37.78
 49.19 -  49.25       876,365      9 years       49.19       193,562      49.20
 61.81 -  64.44     1,042,350     10 years       64.32             -          -
$21.75 -  64.44     3,934,547    8.2 years      $45.82     1,600,294     $35.47
</TABLE>

21.GEOGRAPHIC INFORMATION

   Data by geographic area for the years ended December 31 are shown
   in the following table:
<TABLE>
<S>                              <C>       <C>        <C>        <C>
                                                    Inter-
                                United              Company
                                States   Foreign  Eliminations  Total
   1996
   Revenue                    $ 2,371.2  $  409.6  $   (8.9)  $ 2,771.9
   Income before Income Taxes     423.9      34.6        --       458.5
   Net Assets                   1,398.6     296.2        --     1,694.8
   Total Assets                14,410.0   2,589.7     (68.5)   16,931.2

   1995
   Revenue                      2,018.5     389.0      (9.3)    2,398.2
   Income before Income Taxes     251.7      18.7        --       270.4
   Net Assets                   1,250.0     253.0        --     1,503.0
   Total Assets                13,572.3   2,219.2     (54.2)   15,737.3

   1994
   Revenue                      1,821.3     326.2     (10.1)    2,137.4
   Income before Income Taxes     321.6       4.5        --       326.1
   Net Assets                   1,181.7     218.6        --     1,400.3
   Total Assets                12,461.3   2,014.1     (98.8)   14,376.6
</TABLE>

22.DIVIDENDS PAID
<TABLE>
<S>                                       <C>      <C>      <C>
                                         1996     1995     1994
   Preferred Stock:
      5%                               $  1.0   $  1.0    $  1.0
      $5.50 Convertible                    .1       .1        .1
      $4.50                                .5       .5        .5
      $4.30                               3.6      3.6       3.6
                                          5.2      5.2       5.2
   Common Stock                         105.3     94.5      84.0
         Total Dividends               $110.5    $99.7     $89.2
</TABLE>

23.DERIVATIVE FINANCIAL INSTRUMENTS

   The  Company  enters  into foreign exchange  forward  agreements,
   options and currency swaps to hedge its net investment in foreign
   subsidiaries.  The forward exchange agreements do not subject the
   Company  to risk caused by exchange-rate movements because  gains
   and  losses  on these agreements offset losses and gains  on  the
   assets  and  liabilities  being  hedged.   The  forward  exchange
   agreements  generally  have maturities that  do  not  exceed  six
   months.

   Outstanding  forward  agreements  as  of  December  31,  1996,
   consisted  of  sales  of DM38.0 and  pounds 46.0 in exchange for
   US$24.7   and  US$71.6,  respectively.   This  compares   with
   forward sales of DM107.0 for US$75.5 at December 31, 1995.

   The  Company sells at-the-money (spot) call options and buys out-
   of-the-money (spot) put options on Canadian dollars  and  British
   pounds.  The strike rate of each call option is set at the  then-
   current  exchange rate, and the strike rate of  each  put  option
   purchased  is set at a rate whereby the premium received  on  the
   related call option exactly offsets the premium paid for such put
   option,  resulting  in  no  out-of-the-pocket  cost.   With   the
   exception of the strike rates, all terms of the call and put  are
   identical.  The notional amount of each option is an amount  that
   will generally produce offsetting gains or losses (on an aftertax
   basis)  to  the  gains or losses produced by the  underlying  net
   investment.  Further, the combination of these instruments (a so-
   called  "no  cost  collar") is effectively a  partial  hedge,  as
   hedging  gains or losses occur only when the spot rates fluctuate
   outside  the range of the respective strike rates.  These  option
   transactions generally have a maturity of three to six months.

   At  December  31,  1996,  the Company had  purchased  options  to
   deliver  British pounds in exchange for US$166.0, as compared  to
   December  31, 1995, when the Company owned the right  to  deliver
   British  pounds and Canadian dollars for US$391.5.  Concurrently,
   the  Company had sold options to buy British pounds for  US$166.3
   at  December 31, 1996, as compared with sales of call options  on
   British  pounds  and  Canadian dollars for US$393.3  at  year-end
   1995.

   Through  the  use  of  currency swaps, the  Company  exchanges
   principal   denominated   in  U.S.   dollars   for   principal
   denominated   in  a  foreign  currency  at  the   then-current
   exchange  rate  and agrees to make the opposite  exchanges  on
   the  swaps'  termination date.  Semi-annual interest  payments
   are  made  on  the  notional amounts  over  the  life  of  the
   agreements.

   Currency  swaps outstanding at year-end obligate  the  Company
   to  pay  DM47.0 in exchange for US$31.1 in September 1998,  to
   pay  C$165.0 in exchange for US$120.4 in July 1999 and to  pay
   C$100.0 in exchange for US$74.5 in November 2000.  There  were
   no currency swaps outstanding at December 31, 1995.

   The  Company  recorded  unrealized  pretax  losses  of  $18.5  at
   December  31,  1996,  and  unrealized pretax  gains  of  $1.2  at
   December  31,  1995,  on  open hedges.  These  gains  and  losses
   represent a mark to spot on all open hedges and are recognized in
   a separate component of equity.

   There   were  no  gains  or  losses  recognized  in  net   income
   attributable to the above hedging programs during the three years
   ended  December  31, 1996.  Gains and losses  in  excess  of  the
   amount needed to offset gains or losses on investments in foreign
   subsidiaries due to currency fluctuations are not expected  given
   the above hedging strategy.

   The  Company and its subsidiaries utilize interest rate swaps  to
   manage  interest  rate risk.  The agreements effectively  changed
   interest   rates   on  certain  medium-term   notes   and   other
   indebtedness  issued  by  the Company  and  its  subsidiaries  to
   variable  commercial paper or LIBOR indices or fixed  rate,  with
   interest received exactly offsetting interest paid on medium-term
   notes or other indebtedness.  The risks inherent in interest rate
   swaps  are the potential inability of a counterparty to meet  the
   terms  of each contract.  These agreements to exchange fixed  and
   floating, or floating versus floating, interest rate payments are
   with major international financial institutions that are expected
   to  fully  perform  under  the terms of the  agreements,  thereby
   mitigating credit risk from the transactions.

   The  amounts  to  be  paid or received under the  agreements  are
   accrued  in  interest expense consistent with the  terms  of  the
   agreements.   At  December  31, 1996,  accrued  interest  payable
   related  to  these interest rate swaps totaled  $15.1,  which  is
   offset  by $15.6 of accrued interest receivable.  The impacts  of
   the  interest  rate hedging activities on the Company's  weighted
   average borrowing rates and on the reported interest expense were
   increases  as follows: .08% and $9.9 in 1996; .05%  and  $5.4  in
   1995; and .05% and $4.7 in 1994.

   The   following   table   summarizes  the   interest-rate   swaps
   outstanding at December 31, 1996:
<TABLE>
<S>                                 <C>      <C>       <C>          <C>
                                              Weighted Average     Weighted
                                 Notional      Interest Rates      Average
                                  Amount      Pay      Receive     Maturity*

Pay fixed-rate - receive 
   floating rate                $  610.9     7.46%      6.16%         2.6
Pay floating-rate - receive 
   fixed-rate
   Denominated in
         US$                       125.0     6.08        6.49        10.4
         British pounds            134.2     6.49        7.96         2.5
Pay floating-rate - 
   receive floating-rate         1,235.0     5.59        5.57         1.0
     Total                      $2,105.1     6.22%       5.95%        2.1
</TABLE>
   *Remaining term in years.

24.CONCENTRATIONS OF CREDIT RISK

   Concentrations of credit risk with respect to finance receivables
   are limited because the Company's subsidiaries primarily lend  to
   consumers  across many different geographic areas.   The  highest
   percentage  of  owned receivables in any geographic  area  is  in
   California (16%), with no other state or country having more than
   9%.   About  70%  of receivables in California  are  real  estate
   secured,  compared  with 41% for the Company  in  total.   Second
   mortgage  loans  are generally limited to 75%  of  the  appraised
   value  of  the  home  as  determined  by  certified,  independent
   appraisers.  In the case of first mortgages, the lending  cap  is
   80%.   In  addition, a rigorous discipline of credit approval  is
   enforced  regarding  borrower debt-to-income ratios  and  overall
   consumer credit quality.

   In  meeting the financing needs of its customers, subsidiaries of
   the  Company  issue  commitments to extend additional  credit  to
   customers under revolving real estate and sales finance contracts
   as long as there is no violation of any conditions established in
   the  contract.   The commitments generally have fixed  expiration
   dates  or other termination clauses and generally require payment
   of  a  fee.   The  Company uses the same credit  procedures  when
   entering into such commitments as it does for traditional lending
   products.    At  December  31,  1996,  committed  lines   totaled
   $16,289.2, compared with $12,741.2 at year-end 1995, of which 60%
   at  the  end  of 1996 was available for further loans.   A  large
   majority of these commitments expire without being exercised.  As
   a  result, total contractual commitments do not represent  future
   credit exposure of liquidity requirements.

25.LEASES

   The  consumer finance system operates from premises under  leases
   generally  having an original term of five years with  a  renewal
   option  for a like term.  The Company leases its headquarters  in
   Wilmington,  Delaware, under a lease expiring in 2010.   Also,  a
   subsidiary  leases  an office complex in Peapack,  N.J.,  with  a
   primary  term  expiring in 2010 and renewal options  totaling  47
   years.   Data processing equipment lease terms range from one  to
   four  years  and  are  generally renewable.  The  minimum  rental
   commitments under noncancelable operating leases at December  31,
   1996, were as follows:

<TABLE>
<S>                                                        <C>
   1997                                                  $ 63.7
   1998                                                    60.5
   1999                                                    52.3
   2000                                                    44.9
   2001                                                    40.7
   2002-2006                                              177.3
   2007-2021                                              119.9
      Total                                              $559.3
</TABLE>

26.FAIR VALUE OF FINANCIAL INSTRUMENTS

   The  information  provided below is required  by  SFAS  No.  107,
   "Disclosures  About Fair Value of Financial Instruments."   These
   amounts   represent   estimates  of  fair  value   of   financial
   instruments  at  a  point in time.  Significant  estimates  using
   available    market   information   and   appropriate   valuation
   methodologies were used for the purposes of this disclosure.  The
   estimates  are  not  necessarily indicative of  the  amounts  the
   Company  could realize in a current market exchange, and the  use
   of  different  market assumptions or methodologies could  have  a
   material effect on the estimated fair value amounts.
<TABLE>
<S>                               <C>       <C>         <C>         <C> 
                                      1996                    1995
                               Carrying   Estimated   Carrying    Estimated
   At  December 31              Value     Fair Value   Value      Fair Value
   Assets
   Cash and Equivalents       $   279.6   $   279.6   $   273.1   $   273.1
   Investment Securities          550.3       549.6     1,491.4     1,492.2
   Finance Receivables,  Net   14,173.8    15,226.7    13,010.1    14,073.6
   Excess Servicing Assets         54.9        54.9        19.9        19.9

   Liabilities
   Short-Term Debt              4,169.3     4,169.3     4,023.9     4,023.9
   Deposits                       635.0       635.0       642.5       642.5
   Long-Term Debt               8,631.1     8,812.6     7,792.5     8,108.9
   Accounts Payable               534.0       534.0       509.9       509.9
</TABLE>

                                                            December 31
<TABLE>
<S>                                                          <C>     <C>
                                                            1996    1995
Net Unrealized Loss on Derivative Financial Instruments    $33.9   $22.5
</TABLE>

   The fair value of investment securities is based on quoted market
   prices.   The  fair  market  value of  real  estate  secured  and
   personal unsecured loans was estimated by discounting the  future
   cash  flows over the estimated remaining term, based on past cash
   collection  experience.   For  credit  cards  and  sales  finance
   products,  the carrying amount is a reasonable estimate  of  fair
   value.   The  discount  factor  was  determined  by  taking  into
   consideration  current  funding costs, chargeoff  experience  and
   premiums  paid  on  acquisitions  of  receivables  with   similar
   characteristics.

   Demand  deposits are shown at their face values.  For  short-term
   and  long-term  debt,  the fair values are estimated,  using  the
   interest rates currently offered for debt with similar terms  and
   remaining  maturities.   The estimated  fair  value  of  accounts
   payable  approximates their carrying value.  The  fair  value  of
   interest-rate  swap  agreements, forward exchange  contracts  and
   foreign  exchange  options is the estimated  amount  the  Company
   would  receive or pay to terminate the agreements at the  balance
   sheet  date, taking into account current interest rates,  foreign
   exchange rates and the creditworthiness of the counterparties.

   The  fair  value  estimates presented were based  on  information
   available  to the Company at December 31, 1996 and  1995.   While
   management  is  not aware of any significant factors  that  would
   affect  the  year-end  1996  estimate since  that  date,  current
   estimates  of  fair  value could differ  significantly  from  the
   amounts disclosed.

27.CONTINGENT LIABILITIES

   In  July  1992, the Internal Revenue Service (IRS) completed  its
   examination of the Company's federal income tax returns for  1984
   through  1987  and  proposed  certain  adjustments  that   relate
   principally  to  activities of the Company's  former  subsidiary,
   American Centennial Insurance Company (ACIC), prior to its  sale.
   The  Company sold its entire interest in ACIC in May  1987.   The
   IRS  has  proposed,  among  other items,  $142.0  in  adjustments
   relating  to  1986 and 1987 ACIC additions to loss reserves.   In
   order  to  limit the further accrual of interest on the  proposed
   adjustments,  the Company paid $105.5 of tax and interest  during
   the third quarter of 1992.

   Within  the  administrative appeals process, all but  two  issues
   were resolved.  Both of the remaining unresolved issues relate to
   the  1986  and 1987 ACIC additions to loss reserves.  During  the
   third  quarter  of  1996, the IRS issued a  statutory  Notice  of
   Deficiency asserting the unresolved adjustments and increased the
   disallowance to $195.0.

   The Company's management and independent tax advisers continue to
   believe  that the IRS's proposed adjustments are unlikely  to  be
   sustained.   The Company fully intends to oppose the  adjustments
   through  litigation in the United States Tax  Court.   While  the
   conclusion  of  this matter cannot be predicted  with  certainty,
   management does not anticipate the ultimate resolution to  differ
   materially  from amounts accrued.  Resolution is not expected  to
   occur within one year.

   The  Company is involved in various other claims and  lawsuits
   incidental  to  its business.  In the opinion  of  management,
   these  claims  and  suits in the aggregate  will  not  have  a
   material   adverse   effect  on  the  Company's   consolidated
   financial statements.



             BENEFICIAL CORPORATION AND SUBSIDIARIES
          SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
             (in millions, except per share amounts)
<TABLE>
<S>                             <C>      <C>     <C>      <C>
Quarter Ended                   3/31     6/30    9/30   12/31
1996
Gross Revenue                  $751.1  $682.4  $678.8  $659.6
Income before Income Taxes      184.7   139.6   109.5    24.7
Net Income                      107.4    82.4    67.9    23.3
Earnings per Common Share        1.96    1.50    1.22     .40
Dividends per Common Share        .47     .47     .52     .52

1995
Gross Revenue                  $560.2  $594.2  $606.4  $637.4
Income before Income Taxes       35.1   106.4   101.9    27.0
Net Income                       20.7    62.8    60.1     6.9
Earnings per Common Share         .37    1.15    1.10     .10
Dividends per Common Share        .43     .43     .47     .47
</TABLE>

Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     Not applicable.



                            PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS.

Executive Officers of the Registrant
<TABLE>
<S>                   <C>                 <C>      
       Name          Age     Position and Offices Held as of
                                      March 1, 1997
                           
Finn M.W. Caspersen   55   Director (1975 to present), Chairman
                           of  the  Board  of Directors,  Chief
                           Executive  Officer and  Chairman  of
                           Executive   Committee    (1976    to
                           present),    Member   of   Executive
                           Committee  (1975  to  present),  and
                           Member of Finance Committee (1975 to
                           present) of the Company.
                           
David   J.   Farris   61   Director  (1982 to present),  Member
                           of  Office of the President (1984 to
                           present),  Chief  Operating  Officer
                           (1987   to   present),   Member   of
                           Executive   Committee    (1983    to
                           present)   and  Member  of   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. 51   Director    (1984    to    present),
                           Executive  Vice President  (1989  to
                           present), General Counsel  (1986  to
                           present), Secretary (1987 to  1992),
                           and  Member  of Executive  Committee
                           (1987  to  present) of the  Company;
                           Chairman   (1987  to   present)   of
                           Beneficial    National    Bank,    a
                           subsidiary of the Company.
                           
Andrew C. Halvorsen   50   Director  (1984 to present),  Member
                           of  Office  of the President,  First
                           Vice  President and Chief  Financial
                           Officer (1986 to present) and Member
                           of  Executive and Finance Committees
                           (1984 to present) of the Company.
                           
Ronald  E. Bombolis   48   Senior  Vice  President,  Controller
                           and  Chief Accounting Officer  (1992
                           to  present)  of the  Company;  Vice
                           President  and Controller  (1985  to
                           1992)   of   Beneficial   Management
                           Corporation,  a  subsidiary  of  the
                           Company.
                           
Samuel  F. McMillan   42   Senior  Vice President and Treasurer
                           (1995  to  present), Assistant  Vice
                           President  (1988  to  1991)  of  the
                           Company,  Vice President  -  Capital
                           Markets (1992 to 1995) of Beneficial
                           Management Corporation, a subsidiary
                           of the Company.
                           
Scott   A.  Siebels   42   Vice  President and Secretary  (1995
                           to  present)  and Associate  Counsel
                           (1990  to  present), Assistant  Vice
                           President   (1993  to   1995);   and
                           Assistant Secretary (1991  to  1995)
                           of the Company.
                           

                           
Robert   G.  Heinle   50   Vice   President  -  Tax  (1988   to
                           present) of the Company.
                           
J.C. Heywood          50   Executive  Vice President  (1996  to
                           present),  Senior Vice  President  -
                           Operating   (1992   to   1995)    of
                           Beneficial Management Corporation, a
                           subsidiary  of  the  Company;  Group
                           President  -  North  Central   Group
                           (1984   to   1992)   of   Beneficial
                           Management Corporation of America, a
                           subsidiary of the Company.
                           
Ross N. Longfield     56   Senior   Vice  President  (1992   to
                           present)  of  Beneficial  Management
                           Corporation; President of Beneficial
                           Tax  Masters Inc. (1982 to present);
                           Chairman    (1995    to    present),
                           President and CEO (1990 to  present)
                           of  Beneficial  National  Bank  USA,
                           subsidiaries of the Company.
                           
Michael   J.   Mayer  53   Executive  Vice President  (1996  to
                           present)  and head of Marketing  and
                           Business   Development   (1993    to
                           present);   Senior  Vice   President
                           (1993   to   1995)   of   Beneficial
                           Management Corporation, a subsidiary
                           of  the  Company; Vice  President  -
                           Consumer  Credit Marketing (1986  to
                           1993)   of   Beneficial   Management
                           Corporation of America, a subsidiary
                           of the Company.
                           
Michael  A.  Woodall  49   Executive    Vice    President     -
                           International (1996 to  present)  of
                           Beneficial Management Corporation, a
                           subsidiary  of  the Company;  Deputy
                           Chairman  (1997  to present),  Chief
                           Executive  Officer  and  a  Director
                           (1991  to  1997), Group President  -
                           International (1994 to 1996),  Group
                           President - United Kingdom (1991  to
                           1994)  of  Beneficial  Bank  PLC,  a
                           subsidiary of the Company;  Managing
                           Director,  Avco Trust  plc  (1988  -
                           1991).

      Officers  of the Company hold office until the next  Annual
Meeting of the Directors, to be held May 22, 1997, or until their
successors are otherwise elected as provided in the By-Laws.

      Information required under this Item relating to disclosure
of  delinquent filers pursuant to Item 405 of Regulation S-K  and
to  the  directors  of  the  Company will  be  contained  in  the
Company's  Proxy  Statement  for  the  1997  Annual  Meeting   of
Stockholders, which is incorporated herein by reference.

Item 11.  EXECUTIVE COMPENSATION.

      Information  required under this Item will be contained  in
the  Company's  Proxy Statement for the 1997  Annual  Meeting  of
Stockholders, which is incorporated herein by reference.

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

      Information  required under this Item will be contained  in
the  Company's  Proxy Statement for the 1997  Annual  Meeting  of
Stockholders, which is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Information  required under this Item will be contained  in
the  Company's  Proxy Statement for the 1997  Annual  Meeting  of
Stockholders, which is incorporated herein by reference.
                                
                                
                             PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K.

The following represents a listing of all financial statements,
financial statement schedules, and exhibits filed as part of this
report.

     (1)  Financial Statements

       The   following   financial   statements   of   Beneficial
       Corporation  and  Subsidiaries and  Independent  Auditors'
       Report are included in Item 8:
       
          Independent Auditors' Report.
          Balance Sheet at December 31, 1996 and 1995.
          Statement of Income and Retained Earnings for  the  three
            years ended December 31, 1996.
          Statement  of  Cash Flows for the  three  years  ended
            December 31, 1996.
          Notes to Financial Statements.
          Selected Quarterly Financial Data (unaudited).

     (2)  Financial Statement Schedules

       Schedule   II   Valuation  and  Qualifying  Accounts   and
       Reserves for the three years ended December 31, 1996.

     (3)  Exhibits

       The Exhibit Index on pages 53-55 of this Annual Report  on
       Form  10-K  lists the exhibits that are filed as  part  of
       this report.


The  Company filed the following reports on Form 8-K  during  the
last quarter of the period covered by this report:

     (1)  A report on Form 8-K, dated October 24, 1996, was filed
       relating  to  the Company's third-quarter earnings,  which
       were announced on October 24, 1996.

     (2)   A  report  on Form 8-K, dated November 21,  1996,  was
       filed   relating   to   the  Company's   announcement   of
       authorization  to repurchase up to 1.2 million  shares  of
       the Company's Common Stock.


                      BENEFICIAL CORPORATION
                   SUPPLEMENTAL FINANCIAL DATA

      The  Financial Statements and Notes to Financial Statements
of  Beneficial  Corporation and Subsidiaries are supplemented  by
the   information  in  the  following  Schedule  II.   All  other
schedules  are  omitted because of the absence of the  conditions
under which they are required or because all material information
called for is set forth in the Financial Statements and the Notes
referred to in this Item.
                                                         SCHEDULE
II
         VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
           For the Three Years Ended December 31, 1996
                          (in millions)

      Column A             Column B        Column C         Column D   Column E
                                           Additions               

</TABLE>
<TABLE>
<S>                            <C>         <C>       <C>       <C>       <C>
                            Balance   Charge to   Charged             Balance at
                           Beginning  Costs and   to Other                End
     Description             of Year   Expenses   Accounts  Deductions  of Year
YEAR ENDED 
  DECEMBER 31, 1996
   Reserves shown 
     separately:
   Insurance policy and 
     claim reserves:
     Policy  reserves       $1,215.2    $  ---   $212.2(A)  $168.7(C)  $1,200.9
                                                   49.0(G)
                                                    8.8(H)
     Claim  reserves            50.3      82.8(D)    ---       67.0(E)      66.1
       Total                $1,265.5    $ 82.8    $212.2     $293.5     $1,267.0
   Allowance for credit 
     losses on
     finance receivables    $  406.1    $398.8   $  10.2     $316.9(F)  $  498.2

YEAR ENDED DECEMBER 31, 1995
   Reserves shown separately:
   Insurance policy and 
     claim reserves:
     Policy  reserves       $1,041.5    $   --   $192.7(A)  $152.7(C)   $1,215.2
                                                  133.7(B)
     Claim  reserves            43.2      80.4(D)     --       73.3(E)      50.3
       Total                $1,084.7    $ 80.4    $326.4     $226.0     $1,265.5
   Allowance for credit 
     losses on
     finance receivables    $  331.6    $295.2    $  3.7     $224.4(F)  $  406.1

YEAR ENDED DECEMBER 31, 1994
   Reserves shown separately:
   Insurance policy and 
     claim reserves:
     Policy  reserves       $  880.0    $  ---    $172.2(A)  $143.7(C)  $1,041.5
                                                   133.0(B)
     Claim  reserves            35.7      86.5(D)    ---       79.0(E)      43.2
       Total                $  915.7    $ 86.5    $305.2     $222.7     $1,084.7
     Allowance for credit
       losses on
       finance receivables  $  279.0    $236.7    $  2.6     $186.7(F)  $  331.6
</TABLE>
NOTES
  (A) Net premiums written and reinsurance assumed.
  (B) Premiums collected on annuity contracts.
  (C) Earned premiums.         
  (D) Provision for insurance claims.
  (E) Claims paid.
  (F) Finance receivables charged off (after offsetting recoveries) 
      during the period.
  (G) Change in annuity policy
  (H) Foreign currency


                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.
                              BENEFICIAL CORPORATION


Date:  March 18, 1997         By    /s/ Andrew C. Halvorsen
                                   Andrew C. Halvorsen, Member of
                                   the Office of the President,
                                   Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and the capacities and on the
dates indicated.
<TABLE>
<S>                                   <C>                <C>
        Signature                    Title              Date
                                                               
                             Chairman of the Board             
                                       of
                              Directors and Chief              
                                   Executive
                              Officer and Director             
                                   (Principal
           *                   Executive Officer)     March 18, 1997
  (Finn M.W. Caspersen)                                        

                            Member of the Office of            
                                      the
                                President, Chief               
                              Financial Officer and
                              Officer and Director             
 /s/ Andrew C. Halvorsen      (Principal Financial    March 18, 1997
  (Andrew C. Halvorsen)        Officer)
                                
                             Senior Vice President             
                                 and Controller                
                                   (Principal
  /s/ Ronald E. Bombolis      Accounting Officer)     March 18, 1997
   (Ronald E. Bombolis)                                        
                                                               
           *                        Director          March 18, 1997
    (Charles W. Bower)                                         
                                                               
           *                        Director          March 18, 1997
  (Robert J. Callander)                                        
                                                               
           *                        Director          March 18, 1997
(Leonard S. Coleman, Jr.)                                      
                                                               
           *                        Director          March 18, 1997
    (David J. Farris)                                          
                                                               
           *                        Director          March 18, 1997
 (James H. Gilliam, Jr.)                                       
                                                               
           *                        Director          March 18, 1997
  (Roland A. Hernandez)                                        
                                                               
           *                        Director          March 18, 1997
   (J. Robert Hillier)                                         

           *                        Director          March 18, 1997
     (Gerald L. Holm)                                          
                                                               
           *                        Director          March 18, 1997
     (Thomas H. Kean)                                          
                                                               
           *                        Director          March 18, 1997
     (Steven Muller)                                           
                                                               
           *                        Director          March 18, 1997
    (Susan Julia Ross)                                         
                                                               
           *                        Director          March 18, 1997
    (Robert A. Tucker)                                         
                                                               
           *                        Director          March 18, 1997
    (Susan M. Wachter)                                         
                                                               
           *                        Director          March 18, 1997
  (Charles H. Watts, II)                                       
</TABLE>

   *   Andrew  C.  Halvorsen,  pursuant  to  Powers  of  Attorney
(executed by each of the directors listed above as signing) filed
with the Securities and Exchange Commission, does hereby sign and
execute this report on behalf of such directors.

                                     /s/ Andrew C. Halvorsen
                                       Andrew C. Halvorsen


March 18, 1997


                          EXHIBIT INDEX
<TABLE>
<S>                            <C>
 Exhibit
 Number                      Exhibit
   3.1     Copy of the Company's Restated Certificate of
           Incorporation, as amended, is incorporated by
           reference to Exhibit 3.1 of the Annual Report on
           Form 10-K for the year ended December 31, 1994.
           
   3.2     Copy of the Company's By-Laws, as amended, is
           incorporated by reference to Exhibit 3.2 of the
           Annual Report on Form 10-K for the year ended
           December 31, 1990.
           
   4.1     Amended and Restated Standard Multiple-Series
           Indenture Provisions (incorporated by reference
           to Exhibit 4.1 to the Company's Registration
           Statement on Form S-3 (Reg. No. 33-38287)).
           
   4.2     First Supplemental and Restated Indenture dated
           as of December 1, 1990 between the Company and
           The Chase Manhattan Bank (National Association),
           as Trustee (incorporated by reference to Exhibit
           4.2 to the Company's Registration Statement on
           Form S-3 (Reg. No. 33-51833)).
           
   4.3     A form of the Fixed Rate Medium-Term Notes
           (Global) (incorporated by reference to Exhibit
           4.7 to the Company's Registration Statement on
           Form S-3 (Reg. No. 33-51833)).
           
   4.4     A form of the Fixed Rate Medium-Term Notes
           (Certificated) (incorporated by reference to
           Exhibit 4.8 to the Company's Registration
           Statement on Form S-3 (Reg. No. 33-51833)).
           
   4.5     A form of the Floating Rate Medium-Term Notes
           (Global) (incorporated by reference to Exhibit
           4.9 to the Company's Registration Statement on
           Form S-3 (Reg. No. 33-51833)).
           
   4.6     A form of the Floating Rate Medium-Term Notes
           (Certificated) (incorporated by reference to
           Exhibit 4.10 to the Company's Registration
           Statement on Form S-3 (Reg. No. 33-51833)).
           
   4.7     Copy of Credit Agreement dated as of November
           15, 1995 among Beneficial Corporation as a
           borrower and as a guarantor, the borrowers
           defined in Article I, the lenders defined in
           Article I, Bank of America National Trust and
           Savings Association, Chemical Bank and Union
           Bank of Switzerland as co-arrangers, and Credit
           Suisse as administrative agent for the lenders
           is incorporated by reference to Exhibit 10(t) of
           the Annual Report on Form 10-K for the year
           ended December 31, 1995.
           
  10.1     Copies of forms of agreement by and between
           Beneficial Corporation and certain key
           management employees of the Company and its
           subsidiaries is incorporated by reference to
           Exhibit 10(a) of the Quarterly Report on Form 10-
           Q for the period ended March 31, 1996.
           
Exhibit
Number                      Exhibit
  10.2     Copies of forms of Severance Agreements by and
           between Beneficial Corporation and key executive
           officers of the Company and its subsidiaries is
           incorporated by reference to Exhibit 10(b) of
           the Quarterly Report on Form 10-Q for the period
           ended March 31, 1996.
           
  10.3     Copy of Lease, dated as of June 28, 1982,
           between Hamilton Associates Limited Partnership
           and Beneficial Management Corporation is
           incorporated by reference to Exhibit 10(f) of
           the Annual Report on Form 10-K for the year
           ended December 31, 1982.
           
  10.4     Guaranty, dated as of June 28, 1982, of
           Beneficial Corporation relating to Lease
           included as Exhibit 10.3 hereto is incorporated
           by reference to Exhibit 10(h) of the Annual
           Report on Form 10-K for the year ended December
           31, 1982.
           
  10.5     Copy of Form of Indemnification Agreement
           between Beneficial Corporation and its
           directors, dated August 21, 1986, is
           incorporated by reference to Exhibit 10(s) of
           the Annual Report on Form 10-K for the year
           ended December 31, 1986.
           
  10.6     Copy of Amended and Restated Directors' Annuity
           Plan dated May 23, 1996 between Beneficial
           Corporation and its directors and directors
           emeriti is incorporated by reference to Exhibit
           10 of the Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1996.
           
  10.7     Copy of the Company's Rights Plan is
           incorporated by reference to Form 8-A filed with
           the Securities and Exchange Commission on
           November 20, 1987, with respect to the
           registration of Preferred Stock Purchase Rights.
           
  10.8     Copy of the Company's Amended and Restated
           Rights Agreement is incorporated by reference to
           Form 8 filed with the Securities and Exchange
           Commission on May 25, 1990.
           
  10.9     Copy of the Company's Renewed Rights Agreement
           dated as of August 22, 1996 is incorporated by
           reference to Exhibit 10(a) of the Quarterly
           Report on Form 10-Q for the quarter ended
           September 30, 1996.  The Renewed Rights
           Agreement will become effective upon the
           expiration of the existing Rights Agreement,
           which is scheduled to expire on November 23,
           1997.
           
  10.10    Copy of Refund Anticipation Loan Operations
           Agreement dated July 19, 1996 among H & R Block
           Tax Services, Inc., HRB Royalty, Inc.,
           Beneficial Tax Masters Inc., Beneficial National
           Bank, and Beneficial Franchise Company, Inc. is
           incorporated by reference to Exhibit 10(b) of
           the Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1996.
           
  10.11    Copy of Refund Anticipation Loan Participation
           Agreement dated as of July 19, 1996 among Block
           Financial Corporation, Beneficial National Bank
           and Beneficial Tax Masters, Inc. is incorporated
           by reference to Exhibit 10(c) of the Quarterly
           Report on Form 10-Q for the quarter ended
           September 30, 1996.  Confidential treatment has
           been requested with respect to certain portions
           of the agreement; such portions have been
           separately filed with the Securities and
           Exchange Commission.
           
Exhibit
Number                      Exhibit
  10.12    Copy of Beneficial Corporation Key Employees
           Stock Bonus Plan, as amended.
           
  10.13    Copy of Beneficial Corporation 1990 Non-
           Qualified Stock Option Plan, as amended.
           
  10.14    Copy of Beneficial Corporation Supplemental
           Pension Plan is incorporated by reference to
           Exhibit 10(n) of the Annual Report on Form 10-K
           for the year ended December 31, 1992.
           
  10.15    Copy of Beneficial Corporation Deferred
           Compensation Plan is incorporated by reference
           to Exhibit 10(r) of the Annual Report on Form 10-
           K for the year ended December 31, 1994.
           
  10.16    Copy of letter agreement entered into by the
           Company and MDE Associates, Inc. relating to
           personal financial counseling services to be
           made available to certain key officers of the
           Company and its subsidiaries is incorporated by
           reference to Exhibit 10(s) of the Annual Report
           on Form 10-K for the year ended December 31,
           1995.
           
   11      Computation of Earnings per Common Share of
           Beneficial Corporation and Subsidiaries.
           
   12      Computation of Ratio of Earnings to Fixed
           Charges of Beneficial Corporation and
           Subsidiaries (continuing operations only).
           
   21      List of the names and states of incorporation of
           the Company's subsidiaries.
           
   23      Consent of independent auditors.
           
   24      Powers of Attorney.
           
   27      Financial Data Schedule (in EDGAR filing only).
</TABLE>
           
The Company agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of each instrument defining the
rights of holders of its long-term debt where the securities
authorized thereunder does not exceed 10 percent of the total
assets of the Company and its subsidiaries on a consolidated
basis.

The Company will furnish to each stockholder, upon written
request, copies of the exhibits referred to above.  Requests
should be addressed to Scott A. Siebels, Vice President and
Corporate Secretary, Beneficial Corporation, 301 North Walnut
Street, Wilmington, Delaware 19801.
                              
                              
                        EXHIBIT 10.12

                                          Employee Benefit Plan
                                          Key Plan
                                          Plan Document

                     BENEFICIAL CORPORATION

                       KEY EMPLOYEES STOCK
                           BONUS PLAN


1.  Purposes

    The purposes of the Beneficial Corporation Key Employees
Stock Bonus Plan are (a) to encourage key employees of the
Company and its subsidiaries to continue to devote their
best efforts to the business of the Company by rewarding such
employees for services which contribute to the success of
the enterprise and fostering among them an increased ownership
interest in the Company, and (b) to attract persons of
outstanding ability to executive positions with the Company
and its subsidiaries.


2.  Definitions

    The terms used in the Plan shall have the following
meanings:

         (a)  "Account" means the account of a Participant
as described in Section 5(b) hereof.

         (b)  "Award" means an award under the Plan made by
the Committee pursuant to Section 6 hereof.

         (c)  "Beneficial" or the "Company" means Beneficial
Corporation and any corporate successor thereto.

         (d)  "Beneficiary" means the person or entity
designated by a Participant in writing in a form approved by the
Committee to receive a distribution of an Award in case of the death
of a Participant prior to the distribution of an Award, provided
that such designation is in effect at the time of death of such
Participant.

         (e)  "Board" means the Board of Directors of
Beneficial.

         (f)  "Committee" means the Compensation Committee
of the Board or any committee which is a successor thereto.

         (g)  "Employee" means any person who is employed on
a permanent basis by and receives a regular salary from the
Company or a Participating Subsidiary, other than a person whose
customary employment with such company is less than twenty
hours per week.

         (h)  "Participating Subsidiary" means any
Subsidiary that is designated by the Board to participate in the Plan.

         (i)  "Participant" means any Employee who has
received an Award.  A person shall remain a Participant until all
securities, cash and other property in his Account have been
distributed or forfeited under Section 7 hereof.

         (j)  "Plan" means the Beneficial Corporation Key
Employees Stock Bonus Plan as set forth herein and as from
time to time amended.

         (k)  "Stock" means the Common Stock of Beneficial.

         (l)  "Subsidiary" means any corporation the stock
of which possessing at least 80 percent of the total combined
voting power of all classes of voting stock and comprising at least
80 percent of the total number of shares of any other class of
stock is owned by Beneficial and/or one or more other
Subsidiaries.

         (m)  "Trust" means the trust as described in
Section 5(a) hereof.

         (n)  "Trustee" means the trustee as described in
Section 5(a) hereof.


3.  Administration of the Plan

         (a)  The Committee shall have the full power and
authority to administer and interpret the Plan.  The
Committee may from time to time adopt such rules, regulations, forms
and agreements, not inconsistent with the provisions of the
Plan, as it may deem advisable to carry out the Plan.  All Committee
determinations with respect to the Plan shall be final,
binding and conclusive.

         (b)  The Committee may, in its discretion, delegate
recordkeeping, ministerial and similar administrative duties
with respect to the Plan to any person.  However, the Committee
may not delegate its authority to apply or interpret the
provisions of, or make determinations specified in, Sections 4, 6 and 7
hereof.

         (c)  Committee members shall not be eligible, nor
shall they have been eligible at any time within one year prior to
their appointment to the Committee, to participate in the
Plan or in any other plan of the Company or any of its affiliates
under which such member has been eligible for selection on a
discretionary basis as a person to whom stock of Beneficial
or any of its affiliates, or stock options or stock
appreciation rights in respect thereof, may be awarded.

4.  Eligibility

    To be eligible to receive Awards for any calendar year
an Employee shall have been employed at any time during such
year by Beneficial or any Participating Subsidiary.  An Employee who
is eligible to receive an Award for any year may receive an
Award for services rendered in such year, even though the Award is
made during the following year and the Employee is not eligible
to receive an Award for services rendered in such following
year.


5.  Trust Agreement

         (a)  Beneficial shall enter into an agreement with
a bank or other institutional trustee selected by Beneficial
for the purpose of creating an irrevocable trust in which
contributions to the Plan shall be held.  The Trustee shall
at all times have a combined capital and surplus of at least
$5,000,000.  Any stock, cash or other property held in the
Trust that was contributed by Beneficial, other than stock, cash
or other property to the extent Beneficial has been reimbursed
therefor by a Participating Subsidiary, or that was received
with respect to any unreimbursed contribution by Beneficial,
shall at all times be subject to the claims of those general
creditors of Beneficial whose claims are not satisfied because of the
bankruptcy or insolvency of the Company; provided, however,
that Beneficial's obligations to pay Awards under this Plan shall
be unconditional regardless of the availability of assets held
under the Trust.  Any Stock, cash or other property, held in the
Trust that was contributed, or reimbursed to Beneficial, by any
Participating Subsidiary or that was received with respect
to any such contribution or reimbursement by the Participating
Subsidiary, shall at all times be subject to the claims of
those general creditors of such Participating Subsidiary whose
claims are not satisfied because of the bankruptcy or insolvency of
such Participating Subsidiary; provided, however, that each
Participating Subsidiary's obligations to pay Awards under
this Plan shall be unconditional regardless of the availability
of assets held under the Trust.

         (b)  The Trustee and/or the Company will create and
maintain a separate Account for each Participant.  The
Trustee shall credit a Participant's Account with (i) the number of
shares of Stock awarded to the Participant or purchased with
cash awarded to the Participant and any cash remaining after such
purchase, (ii) the number of shares of Stock purchased with
any cash dividend paid on the Stock held in the Participant's
Account and any cash remaining after such purchase, (iii) the number
of shares of Stock received as stock dividends or stock splits
with respect to the shares of Stock in such Account and (iv)
warrants or any other property received with respect to the Stock in
such Account.  The Trustee shall debit a Participant's Account to
reflect any distributions or forfeitures with respect to the
Participant under Section 7 below.  Stock that is
contributed to the Plan for any year and Stock that is purchased by the
Trustee with the contributions of the Company or a Participating
Subsidiary for such year shall each be separately allocated
to the Accounts of the Participants on a pro-rata basis based
on the Participant's respective Awards for such year.  Any Trust
assets distributed by the Trustee to the general creditors in
bankruptcy or insolvency of Beneficial or any Participating Subsidiary
shall be debited to the Accounts of the Participants on a pro-rata
basis based on the value of the Participants' respective
Accounts that is attributable to contributions made by such
corporation at the time of such distribution.

         (c)  The Trustee and/or the Company shall maintain
records for each Account showing (i) the aggregate number of
shares of Stock so credited and debited, (ii) the number of
shares of Stock which are awarded or purchased for each
calendar year during which the Plan is in effect, (iii) the Account
investments apart from such shares of stock, (iv) the
Account balance, and (v) such other matters as the Trustee and/or
the Company may deem necessary or advisable.

         (d)  No fractional share shall be purchased for or
credited to the Account of any Participant.

         (e)  Unless otherwise provided by Beneficial, the
Trustee shall have custody of the certificate or
certificates representing all the shares of Stock held in the Trust under
the Plan.  The Trustee shall register such certificate or
certificates in its own name or in the name of a nominee of
the Trustee.

         (f)  The power of Beneficial to determine the
period during which any person shall serve as Trustee and the power
to remove any such person at any time shall be exercised by
Beneficial in accordance with the directions of the
Committee.  Subject to the provisions of the Plan, the agreement with
the Trustee shall contain such other provisions as Beneficial
shall deem appropriate.


6.  Annual Awards

    Awards will be made on the following basis:

         (a)  At each November meeting of the Board in a
calendar year during which the Plan is in effect, the Board shall
make a preliminary determination regarding the maximum percentage
of the consolidated net after-tax income, if any, of the Company
and its Subsidiaries for that year which may, in the Committee's
discretion, be contributed to the Plan for such year and at
the meeting of the Board held the following February shall make
a final determination regarding such maximum percentage.  The
maximum percentage for any such year shall not exceed 5% of
the net after-tax income, if any, of the Company and its
Subsidiaries for such year, computed on a consolidated basis in
accordance with generally accepted accounting principles; provided,
however, that for the purpose of calculating such net income, there
shall not be taken into account (i) the after-tax cost to the
Company of the contribution to the Plan for such year, and (ii)
extraordinary or unusual nonrecurring items that are
realized otherwise than in the ordinary course of trade or business
as determined by the Committee (e.g. gains or losses resulting
from the sale of a Subsidiary).  The Board shall also determine,
at its February meeting referred to above in this paragraph
(a), whether the contribution shall be in cash or Stock or partly
in cash and partly in Stock, in which case the Board shall
specify the percentage to be contributed in cash and Stock,
respectively.

         (b)  As soon as practicable following the public
announcement of the Company's consolidated financial results
for each calendar year during which the Plan is in effect, the
Committee shall determine (i) the dollar amount of the
contribution to the Plan for such calendar year, subject to
the maximum percentage of net after-tax income determined by the
Board pursuant to the provisions of paragraph (a) of this
Section 6; (ii) which Employees from among those eligible shall
receive an Award for such year; and (iii) the portion of the annual
contribution for such year that is allocable to each
Participant.  The Committee shall determine the amount of
each Award based on the performance of each eligible Employee and
such other factors as it may determine to be appropriate.  Upon
the request of the Committee the Executive Committee of the
Board shall furnish to it such information regarding the
performance of eligible Employees as the Committee shall deem necessary and
appropriate.

         (c)  If after the determinations set forth in
paragraph (b) of this Section 6 have been made, but within the same
calendar year, the Committee determines in its discretion
that additional Awards are appropriate to Employees included
among those determined at Section 6(b)(ii) above, based solely
upon such Employees' exceptional performance during the calendar
year for which the Award is made, it may grant such Awards
subject to the maximum percentage of net after-tax income determined by
the Board pursuant to the provisions of paragraph (a) of this
Section 6.  Such additional awards are to be granted only in unusual
circumstances where information regarding Employees'
performance was not available or fully measurable when the
determinations set forth in paragraph (b) of this Section 6 were made.

         (d)  As soon as practicable after the Awards
pursuant to paragraphs (b) and (c) of this Section 6 are determined,
Beneficial shall transfer the corresponding contributions to
the Trustee.  The contributions shall be made, in whole or in
part, as determined by the Board pursuant to the provisions of
paragraph (a) of this Section 6, in cash or Stock, which
Stock shall consist of treasury shares (whether or not acquired
for purposes of the Plan).  The value of any Stock contribution
shall be determined by the Committee based on the mean between the
high and the low price for a share of Stock on the New York Stock
Exchange (consolidated trading) on the last day for which
price quotes are available preceding the date on which such
contribution is transferred to the Trustee.

         (e)  As soon as practicable after the Trustee
receives (i) any cash awarded to a Participant or (ii) any cash
dividend paid on Stock held in a Participant's Account, the Trustee
shall use such cash (and any other cash then in the Participant's
Account) to buy in one or more transactions the largest
practicable whole number of shares of Stock for such Account
(which may include purchases of Stock executed on a national
securities exchange) after deductions for the payment of
brokers' fees and stock transfer and similar taxes, if any,
applicable to such purchases.  The Trustee 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.

         (f)  Upon (i) the distribution of Stock, cash or
other property from the Account of a Participant who was an
Employee of a Participating Subsidiary during the year for which the
Award was made to which such Stock, cash or other property
relates, or (ii) the payment of such Stock, cash or other property by
Beneficial directly to a Participant pursuant to Section
7(h) hereof, such Participating Subsidiary shall pay to the
Company an amount equal to the fair market value of such Stock, cash or
other property as of the date of such distribution or
payment.  The determination of such fair market value shall be made by
the Committee and, with respect to Stock, shall be based on the
mean between the high and the low price of a share of Stock on
the New York Stock Exchange (consolidated trading) on the last day
for which price quotes are available preceding the date of such
distribution or payment.

7.  Vesting and Payment of Awards

         (a)  Except as provided in Section 7(b) hereof,
Stock in a Participant's Account shall vest in the Participant at the
earliest to occur of the following:

              (i)  January 1 of the 5th calendar year
following the year for which such Stock was awarded; or

              (ii) the date on which the Participant ceases
to be employed by the Company or a Subsidiary, if such termination
of employment is on account of death, total disability, a
discharge at the direction of the Company or a Subsidiary (other than
a discharge for cause) or a termination of employment under
circumstances which would entitle the Participant to a
continuation of compensation and benefits for a period of
time following such termination pursuant to the terms of an
agreement entered into between the Participant and the Company or a
Subsidiary providing for such a continuation in limited
instances following a change in control of the Company (as defined in
or as otherwise construed for purposes of such agreement).  For
purposes of the foregoing, a total disability shall be
defined in accordance with Section 10.03 (or any successor provision)
of Beneficial's Retirement Plan and a "discharge for cause"
shall be defined in accordance with Section 8.04 (or any successor
provision) of such Plan.

         (b)  Distributions of Stock (whether through a
Stock split or Stock dividend) or other property on Stock in a
Participant's Account, and Stock purchased with any cash
dividend paid on Stock in his Account, shall vest in the Participant
as of the date the Stock with respect to which the cash, Stock or
other property was received vests under Section 7(a) or 7(d)
hereof.

         (c)  If a Participant ceases to be employed by the
Company or a Subsidiary other than (i) as provided in clause
(ii) of Section 7(a) above, or (ii) by reason of retirement on or
after January 1 of the calendar year in which the
Participant attains age 60 at a time when the Participant is eligible to
retire early pursuant to Section 4 of the Beneficial
Corporation Pension Plan dated October 1, 1983, as amended, and before
Stock is vested under clause (i) of Section 7(a) above or Section
7(b) hereof, as the case may be, the Participant shall thereupon
forfeit his interest in such Stock and in any cash or
property then in his Account that was received with respect to such
Stock.  Any Stock, cash or property forfeited hereunder
shall be returned to the Company.

         (d)  Any Award made prior to November 12, 1992, if
not already vested under Section 7(a) hereof, and if not
previously forfeited under Section 7(c) hereof, shall vest in the
Participant on January 1 of the calendar year in which the
Participant attains age 60.

         (e)  Except as provided in Section 7(f) below, as
soon practicable after a Participant acquires a vested interest
in any of the shares of Stock or other property held in his
Account, the Trustee shall distribute the same to the Participant.
Distribution shall be made to the Participant or, if
deceased, to his surviving Beneficiary or Beneficiaries or to his estate
if he has not named a Beneficiary who has survived him.

         (f)  A Participant may elect to defer receipt of
all, but not a portion, of any interest in his Account in which
he will become vested during a particular calendar year, until
a specific date following the date such interest will become
vested, but not for a period extending beyond the fifth
anniversary of such date.  An election to defer the receipt
of an Award, and any distributions in respect of such an Award, or
any Stock purchased with cash dividends paid on such an Award,
must be made in the year prior to the year to which such Award
relates.  The election shall be made in writing, shall be
irrevocable, and shall be in such form as the Committee may
designate.

         (g)  Beneficial and/or a Participating Subsidiary
may impose such requirements for the payment of withholding or
other taxes in connection with the distribution of any Stock, cash
or other property in a Participant's Account as such
corporation shall determine to be necessary or appropriate prior to any
distribution.

         (h)  In the event that Stock, cash or other
property in a Participant's Account is withdrawn therefrom solely to
satisfy, in whole or in part, claims of a judgment creditor of
Beneficial against such corporation, Beneficial shall be obligated to
ensure that such Participant shall nevertheless receive an
equivalent amount of Stock, cash and/or other property, if any, that he
would have received, and at the time or times at which such
receipt would have occurred hereunder, had there been no
such withdrawal of assets.  At the option of Beneficial, such
obligations may be discharged by the making of a further
contribution of the requisite amount and type of assets to
such Participant's Account in substitution for the assets so
withdrawn, or by payment from Beneficial directly to such
Participant.

         (i)  Each Participant shall be entitled to
designate one or more persons or entities to be a Beneficiary or
Beneficiaries hereunder, and to revoke or otherwise change at any time any
such designation.  No such designation, revocation or change
shall be effective until received by the Committee on a form which it
has approved for such purpose.

         (j)  Notwithstanding anything herein to the
contrary, if for any calendar year which ends on or after December 31,
1997 a Participant is classified as a "Covered Employee" for
purposes of Section 162(m) of the Internal Revenue Code of 1986 (or the
corresponding provisions of any future U.S. internal revenue
law) (the "Code"), then the awards, if any, which may be made
pursuant to the Plan to such Participant with respect to such
Participant's performance during 1993 or subsequent years,
in accordance with the provisions of Section 6, and credited
pursuant to Section 5 (b)(i) of the Plan to such Participant
on or after February 1, 1994 (and not previously distributed),
together with any shares of stock or other rights credited
pursuant to Section 5 (b)(ii), (iii) or (iv) of the Plan
with respect to such awards (the "Award" or collectively
"Awards"), shall, notwithstanding Section 7 (e) of the Plan not be
distributable to such Participant, though earlier vested
pursuant to Section 7(a) of the Plan, prior to the earliest to occur
of the following:

              (i)   the first business day of the calendar
              year following the year in which such Participant's
              employment with the Corporation shall have
              terminated for any reason, or

              (ii)  the last business day of any calendar
              year ending on or after December 31, 1998 in which
              such Participant shall not be so classified as a
              "Covered Employee", or

              (iii) the last business day of any calendar
              year ending on or after December 31, 1998 in which
              such Participant's "applicable employee
              remuneration", computed pursuant to Section 162(m)(4) of the
              Code without regard to the Awards, shall not exceed
              $1,000,000,

provided, however, that if termination of employment
pursuant to subparagraph (i) above is under circumstances which would
entitle the Participant to continuation of compensation and benefits
following a change of control within the meaning of Section
7 (a)(ii) of the Plan, such distribution shall occur as soon
as practicable after such termination, and provided further
that the portion of any Award or Awards which shall become
distributable in any particular year pursuant to subparagraph (iii) above
shall be limited to an amount sufficient to cause the
Participant's "applicable employee remuneration" for such year to equal
(but not exceed) $1,000,000 (such Awards to be distributed in the
order awarded, with the full amount of any earlier-granted
Award distributed prior to any distribution with respect to a
later-granted Award).  Any shares of stock or other rights
credited pursuant to Section 5 (b) (i), (ii), (iii) or (iv)
of the Plan with respect to such Awards shall remain, until
distributed to such Participants, held as assets of the
trust created pursuant to Section 5 (a) of the Plan and in
accordance with Section 5 (e) of the Plan, and shall in all respects
remain fully subject to the claims of those general creditors of
the Corporation or its Participating Subsidiaries whose claims
are not satisfied because of the bankruptcy or insolvency of the
Corporation or Participating Subsidiaries pursuant to such
Section 5(a) of the Plan.  Any such Awards shall otherwise
be administered in accordance with the provisions of the Plan,
including without limitation the vesting and forfeiture
provisions of Section 7 of the Plan, and the voting and
offer to purchase provisions of Section 8 of the Plan.

8.  Voting Rights; Offer to Purchase Stock

    Each Participant shall have the right and shall be
afforded the opportunity to instruct the Trustee how to vote the
shares of Stock held in his Account.  The Trustee shall vote any
shares of Stock for which it does not receive instructions in the same
proportions on each matter to be voted upon as the shares
for which the Trustee does receive instructions.  In the event
any offer is made to shareholders of the Company generally by
any person, corporation or other entity (the "Offeror") to
purchase any or all of the Company's outstanding Stock, including the
Stock then held in Participants' Accounts, then and in that
event the Trustee shall promptly forward to each Participant all
materials and written information furnished to the Trustee
by the Offeror and/or by the Company in connection therewith, and
shall notify each Participant in writing of the number of shares
of Stock which is then credited to such Participant's Account.
Such notice shall also set forth the rights afforded each
Participant by the following sentence and shall state that, absent
timely instructions from such Participant to the Trustee, no tender
to the Offeror shall be made of any of the shares specified in
such written notice.  Each Participant shall be entitled to
confidentially instruct the Trustee as to whether all (but
not less than all) of the shares of Stock standing to his credit
should be tendered by the Trustee pursuant to such offer.
The Trustee shall tender only those shares of Stock held in a
Participant's Account for which it receives instructions to
so tender from such Participant, and shall not tender any
shares as to which such instructions are not so received.  In the
event that Stock held in a Participant's Account is tendered
pursuant to this section, the proceeds received upon the acceptance
of such tender by the Offeror shall be credited to such
Participant's Account (and shall be subject to the same
terms and conditions as were applicable to the Stock so tendered).
Pending the distribution of such proceeds pursuant to Section 7
hereof, the Trustee shall invest any cash portion of such proceeds
in such short-term or intermediate-term obligations issued or
guaranteed by the Government of the United States or any
agency or instrumentality thereof, and in such commercial paper
(other than obligations of the Company), certificates of deposit
and other investments of a short-term or intermediate-term
nature, as the Trustee, in its discretion, deems suitable for the
investment of trust funds.


9.  Non-alienation of Benefits

    No right, benefit or payment under the Plan shall be
subject to anticipation, sale, assignment, pledge, encumbrance, or
charge by any Participant or any Beneficiary thereof.  Any attempt
by a Participant or such Beneficiary to anticipate, sell, assign,
pledge, encumber, or charge the same shall be void.  If any
Participant or Beneficiary hereunder should become bankrupt
or attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge any right or benefit or payment hereunder, then
such right, benefit or payment, in the sole discretion of the
Committee, shall be forfeited.  In the absence of a
designated Beneficiary, the right of a Participant to receive a
distribution hereunder shall be transferable only by will or the laws of
descent and distribution.

10. Effective Date of Plan

    The Plan shall become effective for the calendar year
ending on December 31, 1982, subject to approval, in accordance
with Beneficial's By-laws, of the holders of the outstanding
shares of the capital stock of Beneficial having ordinary voting power
for the election of directors of Beneficial, other than stock
having such power only by reason of the happening of a contingency,
and the receipt of any governmental approvals or rulings which
the Company determines to be appropriate.
  
11. Amendment of Termination of the Plan

         (a)  The Board may amend, suspend or terminate any
or all of the provisions of the Plan at any time, except that,
without prior approval, in accordance with Beneficial's By-
laws, of the holders of the outstanding shares of the capital
stock of Beneficial having ordinary voting power for the election of
directors of Beneficial, other than stock having such power
only by reason of the happening of a contingency, no amendment
may be made that will (i) increase the maximum amount that may be
contributed to the Plan for any year under Section 6(a)
hereof, or (ii) accelerate in any way the vesting requirements, or
change the forfeiture provisions, under Section 7 above.

         (b)  Any amendment, suspension or termination of
the Plan shall not adversely affect the rights of Participants
to Awards theretofore made, except to the extent, if any,
required to obtain governmental approvals or rulings which the
Company determines to be appropriate.


05/18/88 - Stockholder approval of Key Employees Stock
           Bonus Plan

05/19/88 - Board of Directors approved provision for
           confidential voting

02/08/89 - Board of Directors authorized changes to 6(a) and
           6(c) re-timing of setting percentages.
 
11/12/92 - Board of Directors authorizes changes to Section 6(c) and
           Section 7 removing acceleration of vesting at age 60
           provisions.

02/01/94 - Adopted as of 2/01/94.  Amended to restrict
           certain 1993 awards to senior executives as to date first
           eligible for distribution.

03/21/94 - Amended to restrict 1994 and subsequent awards to
           senior executives as to date first eligible for
           distribution.



                          EXHIBIT 10.13
                                
                     BENEFICIAL CORPORATION
                                
              1990 NON-QUALIFIED STOCK OPTION PLAN
                                
    1.    Purpose of Plan.    The purpose of the Beneficial
Corporation 1990 Non-Qualified Stock Option Plan ("Plan") is to
attract and retain able and experienced key management employees
and directors and to provide an incentive to those persons to
improve operations and increase profits by affording them an
opportunity to acquire stock ownership in Beneficial Corporation
("Corporation").  The options granted under  the Plan are not
intended to comply with Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code").

    2.    Administration of Plan.  This Plan shall be
administered by the Compensation Committee ("Committee") of the
Board of Directors of the Corporation ("Board") which shall
consist of not less than three members of the Board, none of whom
shall be eligible to participate in this Plan, other than
pursuant to Section 8 hereof, for a period of at least one year
prior to appointment.  The determinations of the Committee shall
be made in accordance with their judgments as to the best
interests of the Corporation and its stockholders and in
accordance with the purposes of the Plan.  A majority of members
of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of
its members.  Any determination of the Committee under the Plan
may be made without notice or meeting of the Committee if in
writing signed by all of the Committee members.  No member of the
Committee or the Board shall be liable for any action taken or
determination made in good faith with respect to this Plan or any
option  ranted hereunder.

     The Committee shall have full authority and discretion to
(a) determine, consistent with the provisions of this Plan, the
employees to be granted options, the times at which options shall
be granted, the number of shares  subject to each option, the
period during which each option becomes exercisable (subject to
Section 7 hereof), and the terms contained in each option
agreement, and (b) adopt rules and regulations and prescribe or
approve any forms or documents to carry out the purposes and
provisions of this Plan.  Notwithstanding the foregoing, the
number of shares subject to option which may be granted to any
employee, regardless of position or title, during any calendar
year under this Plan may not exceed 200,000, provided that such
limitation shall be subject to adjustment consistent with the
provisions of Section 12 hereof with respect to any change in the
Common Stock of the Corporation which shall occur on or after
November 21, 1996.  The Committee's interpretation and
construction of any provisions of this Plan or determination of
any grant hereunder shall be binding and conclusive, except as
such may be otherwise modified, amended or changed by the  Board.
The authority of  the Board under this Section shall not be
exercised in any manner which could jeopardize the status of  the
Committee as disinterested administrator of the Plan.

    3.    Eligibility.  The class of employees eligible to
participate in this Plan shall consist of those headquarters
employees holding the title of Assistant Vice President or above,
or the equivalent of that position in function and responsibility
in the case of subsidiaries of the Corporation, and those
employees in the Corporation's field operations holding the title
of Director and above.  An employee who has been granted an
option may be granted an additional option or options under this
Plan if the Committee shall so determine.  The granting of an
option under this Plan shall not affect any outstanding stock
option previously granted to an optionee under this Plan.  The
term "subsidiary" shall mean any domestic or foreign corporation
of which the Corporation owns, directly or indirectly, in  excess
of 50% of the total combined voting power of all classes of stock
of such corporation.  Notwithstanding any language of this
Section to the contrary, no individual shall be eligible to
receive an option as an employee of the Corporation or any of its
subsidiaries for a period of one year after having been eligible
to receive options pursuant to Section 8 hereof.  Those eligible shall
include individuals who are subject to the personal income tax laws of
foreign countries, including Canada, the United Kingdom, and the
German Federal Republic, and employed by the Corporation or any
of its subsidiaries, and the Committee shall have the discretion,
but shall not be required, to include as a part of the terms of
each option agreement provisions and conditions consistent with
the Plan, intended to comply with the applicable requirements of
the internal revenue laws of such foreign countries.

    4.    Shares Subject to Plan.  Subject to adjustment as
provided in Section 12, the aggregate number of shares which
shall be authorized to be issued pursuant to options granted by
the Committee under this Plan for any calendar year shall not
exceed that number of shares equal to one and three-quarter
percent (.0175) of the total issued and outstanding Common Stock
of the Corporation, par value $1.00 per share, as measured on the
first day of any such calendar year, which may be treasury shares
reacquired by the Corporation or authorized and unissued shares
or a combination of both.  If during any such calendar year
options for less than the total number of shares so authorized
are granted under the Plan, the balance of such shares shall be
available for the granting of options during any succeeding year.
Any shares subject to an option under this Plan which shall
expire or be terminated for any reason shall be available for the
granting of options in that, or any succeeding year during the
term of this Plan.

    5.    Option Price.  The option price per share under each
option granted by the Committee shall be not less than 100% of
the fair market value per share on the date an option is granted,
but in no event less than the par value thereof.  The fair market
value shall be the average between the highest and lowest quoted
selling price per share on the New York Stock Exchange Composite
Transactions Tape "Composite Tape") on the date the option is
granted (subject to adjustment under Section 12 hereof).  If
there should be no sale of the shares reported on such date, then
the option price per share shall be the average between the
highest and lowest quoted selling price per share reported on the
Composite Tape on the next preceding day on which there shall
have been a sale.

    6.    Exercise of Option.

     (a)  Each Option granted under the Plan shall be exercisable
on the dates and for the number of shares as shall be provided in
a stock option agreement between the Corporation and optionee
evidencing the option granted by the Committee and the terms
thereof.  Shares shall be issued to the optionee upon payment in
full either in cash or by an exchange of shares of Common Stock
of the Corporation previously owned by the optionee for at least
six months prior to the date of exercise, or a combination of
both, in an amount or having a combined value equal to the
aggregate purchase price for the shares subject to the option or
portion thereof being exercised.  The value of the previously
owned shares of Common Stock exchanged in full or partial payment
for the shares purchased upon the exercise of an option shall be
equal to the aggregate fair market value, as defined in Section
5, of such shares on the date of the exercise of such options.

     (b)  The Corporation shall be entitled to withhold the
amount of any tax attributable to any amounts payable or shares
deliverable under the Plan after giving the person entitled to
receive the payment or delivery (or the person liable for the
tax, if different) notice as far in advance as practicable, and
the Corporation may defer making payment or delivery of any
benefits under the Plan if any tax is payable until indemnified
to its satisfaction.  The Committee may, in its discretion and
subject to rules which it may adopt, permit an optionee to pay
all or a portion of all taxes arising in connection with the
exercise of an option by electing to  (i)  have the Corporation
withhold shares of Common Stock, or (ii)  deliver other shares of
Common  Stock  previously  owned by the optionee for at least six
months having a fair market value (as defined in Section 5) equal
to the amount to be withheld provided, however, that the amount
to be withheld shall not exceed the optionee's estimated total
Federal, State and local tax obligations associated with the
transaction.  The fair market value of  fractional shares
remaining after payment of the withholding taxes shall be paid to
the optionee in cash.

    7.    Term of Option.  Options granted under the Plan shall
become exercisable at such intervals or dates and over such
period of time ("Exercise Period") and for such number of shares
which may be purchased at any one time as shall be determined by
the Committee (collectively "Option Terms") to be set  forth in
the stock option agreements between individual optionees and the
Corporation under the Plan ("Option Agreements"), but in no event
shall the Exercise Period commence prior to one year after the
date of grant (except as permitted in Sections 11(c) and 10(e)
hereof) or extend more than 10 years after the date of grant.
The Committee may, consistent with Section 13 hereof, authorize
existing Option Agreements to be amended to provide for different
Option Terms, in whole or in part, including an amendment to
permit transferability in accordance with Section 9 hereof.
Options which are not exercised prior to the end of the Exercise
Period shall expire, and the shares subject to such options shall
become available for the granting of other options under the Plan
during that or any succeeding year.

    8.    Grants to Outside Directors.

     (a)  On the 15th day of the month of December of each year
prior to the termination of this Plan, each member of the Board
of Directors of the Corporation (excluding Emeritus Directors)
who is not then an employee of the Corporation or any of its
subsidiaries ("Outside Director") shall automatically be issued
an option pursuant to this Plan to purchase 4000 shares of the
Common Stock of the Corporation, provided, however, that such
number of shares shall be automatically proportionately adjusted
upon the occurrence of any event described in Section 12 hereof,
in a manner consistent with any adjustment affected pursuant to
that Section.  In the event that December 15 shall in any year
fall on a day on which the New York Stock Exchange is not open
for trading, options shall instead be issued pursuant to this
Section on the next preceding trading day.

     (b)  Such options shall be granted at an option price equal
to the fair market value per share (as defined at Section 5) on
the date of grant, shall be exercisable at any time after one
year following the date of grant and prior to ten years following
the date of grant, and shall be subject to the restrictions on
transferability provided in Section 9(a) hereof.

     (c)  If for any reason during the term of an unexercised and
unexpired option issued pursuant to this Section, the optionee
shall cease to be a voting member of the Board of Directors of
the Corporation, the option may be exercised at any time during
its normal exercise period, provided however, that any option not
exercisable on the date of such cessation shall expire on such
date.

     (d)  Options issued pursuant to this Section shall be
subject to adjustment pursuant to Section 12 hereof.

     (e)  Notwithstanding any provisions of this Section to the
contrary, no Outside Director of the Corporation shall be
eligible to receive any option pursuant to the Plan for a period
of one year after having been eligible to receive options
pursuant to the Plan as an employee of the Corporation or any of
its subsidiaries.

     (f)  The provisions of this Section 8 may be amended by the
Board from time to time, affecting the issuance date, number of
shares under option, and terms of options issued to Outside
Directors hereunder.

    9.    Transferability of Options.

     Options or LSAR's granted under this Plan shall be
transferable by the optionee by will or the laws of descent and
distribution, and shall also be transferable by the optionee to
(i) the spouse, siblings, parents and lineal descendants of the
optionee ("Immediate Family Members"), (ii) organizations
described at Section 501(c)(3) of the Code ("Charities"), (iii) a
trust or trusts for the exclusive benefit of such Immediate
Family Members or Charities, or (iv) a partnership or
partnerships in which such Immediate Family Members are the only
partners, provided that (A) there may be no consideration for any
such  transfer,  (B) the stock option agreement pursuant to which
options were granted under this Plan must expressly provide for
transferability in a manner consistent with this Section 9, (C)
subsequent transfers of transferred options shall be prohibited
except those pursuant to will or the laws of descent and
distribution, and (D) any such transfer must expressly provide
that the optionee is designated as agent of the transferee for
purposes of notices from the Plan or the Committee with respect
to the options, and for purposes of any notices to the Plan or
the Committee from the transferee with respect to the options,
including but not limited to notices of intent to exercise.
Following transfer, any such options shall continue to be subject
to the same terms and conditions as were applicable immediately
prior to transfer, provided that for purposes of Sections 6 and
13 hereof the term "optionee" shall be deemed to refer to the
transferee.  The events of termination of employment of Section
10 hereof shall continue to be applied with respect to the
original optionee, following which the options shall be
exercisable by the transferee only to the extent, and for the
periods specified at Sections 10(b), 10(c), 10(d) and 10(e).
Absent a transfer in accordance with the provisions of this
Section 9, options or LSAR's granted under the Plan shall be
exercisable during the optionee's lifetime only by the optionee
(or the legal representative of the optionee under Section
10(c)).

   10.  Termination of Employment and Death of Optionee.

     (a)  If during the term of an unexercised option the
optionee terminates employment with the Corporation or any of its
subsidiaries for any reason (other than those specified at (b)
through (e) of this Section) the option shall expire and cease to
be exercisable immediately upon such termination.

     (b)  If during the term of an unexercised option employment
with the corporation or any of its subsidiaries is terminated by
reason of the death of such optionee, the option may be exercised
within a two year period following the date of death to the
extent that such option is exercisable at the date of death, but
in no event later than the Exercise Period specified in the
Option Agreement by which such option was granted.  The option
shall be exercisable during such period by the optionee's estate
or by any person who acquires the right to exercise the option by
reason of the optionee's death.

     (c)  If during the term of an unexercised option employment
with the Corporation or any of its subsidiaries is terminated by
reason of the "long term disability" of the optionee, as such
term is defined for purposes of the Long Term Disability Benefits
Plan maintained by the Corporation, the option may be exercised,
to the extent that it was exercisable at termination, at any time
during the Exercise Period specified in the Option Agreement by
which such option was granted.  The optionee's legal
representative, if appointed, shall be entitled to exercise the
option

     (d)  If during the term of an unexercised option employment
with the Corporation or any of its subsidiaries is terminated by
reason of retirement at any time following the date the optionee
is eligible to retire early pursuant to Section 4 of the
Beneficial Corporation Pension Plan dated October 1, 1983, as
amended ("Pension Plan") the option may be exercised at any time
during the three month period following his or her Early
Retirement Date (as defined in the Pension Plan), to the extent
that such option is exercisable on such Early Retirement Date,
but in no event later than the Exercise Period specified in the
Option Agreement by which such option was granted.

          (e)  If during the term of an unexercised option
employment with the Corporation or any of its subsidiaries is
terminated by reason of retirement at any time following the date
the optionee is eligible to retire early, as defined at 10(d)
above, and after the date on which such optionee attains the age
of sixty two years, the option shall be exercisable at any time
during the Exercise Period specified in the Option Agreement by
which such option was granted.  Notwithstanding the provisions of
Section 7 hereof and the terms of each Option Agreement, all
options held at retirement, then unexercised and unexpired, by
any optionee whose employment is terminated as provided for in
this Section 10(e) shall become immediately exercisable upon the
later to occur of (i) the optionee's retirement date, or (ii) the
expiration of a period of six months following the date of grant
of any affected option.

     (f)  The portion of any option subject to this Section 10
which is not exercisable at the beginning of, or exercised within
the periods permitted by paragraphs (b) through (e) above shall
lapse, and the shares subject to such option shall become
available for the granting of other options under this Plan
during that or any succeeding year.

   11.  Change of Control.

     (a) Qualifying Event.  The occurrence of a "Change in
Control of the Corporation", as that term is defined herein,
shall constitute a "Qualifying Event" for purposes of the Plan.
A "Change in Control of the Corporation" shall mean a change in
control of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A (or the corresponding
provision of any future schedule of required proxy statement
information) of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not the Corporation is then subject to such reporting
requirement; provided, that, without limitation, such a change in
control shall be deemed to have occurred if:

     (i)  the Corporation shall cease to be a publicly owned
corporation having at least 1000 stockholders; or

     (ii)  any "person" (as defined in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing fifteen
percent (15%) or more of the combined voting power of the
Corporation's then outstanding securities; or

     (iii)  during any period of two (2) consecutive years (not
including any period prior to the adoption of this Plan) there
shall cease to be a majority of the Board comprised as follows:
individuals who at the beginning of such period constitute the
Board and any new director(s) whose election by the Board or
nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds (2/3) 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.

     (b)  Limited Stock Appreciation Rights.  Upon the occurrence
of a Qualifying Event, there shall automatically be issued in
connection with all options granted pursuant to the Plan, then
unexercised and unexpired, to persons at such time subject to
restrictions on purchase and sale of the Common Stock of the
Corporation under Section 16(b) of the Exchange Act, Limited
Stock Appreciation Rights ("LSAR"), as hereinafter defined.  The
number of shares subject to each LSAR shall be the same as that
for the underlying option to which such LSAR relates.  For
purposes of the Plan an LSAR shall represent the privilege to
receive from the Corporation (without payment to the Corporation
except for applicable withholding taxes) upon exercise of such
LSAR a payment solely in cash equal to the "Option Spread".  The
"Option Spread" shall be (i) the difference between the highest
fair market value per share (as defined in Section 5) during the
90-day period beginning on the day of the Qualifying Event and
the per share option price of the related option, times (ii) the number of
shares subject to the LSAR.  An LSAR shall be exercisable in
whole or in part at any time during the 30 day period following
the expiration of six months after the date of the Qualifying
Event, upon notice to the Corporation in the manner prescribed by
the Committee.  Notwithstanding Section 10(a) hereof, options or
LSAR's granted hereunder shall remain exercisable during such six
month and 30 day periods, if within the Exercise Period.  Upon
the exercise of an LSAR, the related option granted pursuant to
the Plan shall cease to be exercisable to the extent of the
shares of Common Stock with respect to which such LSAR is
exercised.  Upon the exercise or termination of a related option,
the LSAR with respect to such related option shall terminate to
the extent of the shares of Common Stock with respect to which
the related option was exercised or terminated.

     (c)  Acceleration of Vesting.  Notwithstanding the
provisions of Section 7 hereof and the terms of each stock option
agreement, upon the occurrence of any Qualifying Event all
options granted under the Plan, then unexercised and unexpired,
shall be immediately exercisable.

   12.  Adjustment Provisions.  In the event of any change in the
Common Stock of the Corporation, $1.00 par value, by reason of
any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares,
extraordinary dividend, or of any similar change affecting such
Common Stock, then in any such event the number and kind of
shares subject to options granted pursuant to the Plan and their
purchase price per share shall be appropriately adjusted
consistent with such change in such manner as the Committee of
the Plan may deem equitable to prevent substantial dilution or
enlargement of the rights granted pursuant to any option
agreement issued hereunder.  Any adjustments so made shall be
final and binding upon all parties.

   13.  Duration, Amendment and Termination.  This Plan is
intended to be perpetual and shall have no stated termination
date. The Board of Directors may amend the Plan from time to time
or terminate the Plan at any  time.  However, no action or
amendment authorized by this Section or Section 7 shall reduce
the amount of any existing benefits or change the terms and
conditions thereof without the optionee's consent.

To the extent then required by Rule 16(b)(3), as promulgated by
the Securities and Exchange Commission, approval of the
stockholders of the Corporation shall be required for any
amendment to the Plan which shall (a) materially increase the
total number of shares which may be issued under the Plan; (b)
materially reduce the minimum purchase price of shares of Common
Stock which may be made subject to options under the Plan, or (c)
materially modify the requirements as to eligibility for options
under the Plan.

By mutual agreement between the Corporation and an optionee
hereunder or under any other stock option plan of the
Corporation, options or rights may be granted to the optionee in
substitution and exchange for, and in cancellation of, any
benefits previously granted to the optionee under this Plan or
any other stock option plan of the Corporation.

   14.  Compliance With  Law.  This Plan, all options issued
hereunder, and the obligation of the Corporation to sell and
deliver shares of Common Stock hereunder, shall be subject to all
applicable Federal and State laws, rules and regulations and to
such approvals by any governmental or regulatory agency as may be
required.

   15.  No Rights as Stockholder.  Individuals granted options
pursuant to the Plan and transferees shall have no rights as
stockholders with respect to any shares of Common Stock subject
to such options prior to  the date of issuance to them of
certificates for such shares.  Other than pursuant to Section 12
hereof no adjustment shall be made for dividends or distributions
or other rights with respect to such shares for which the record
date is prior to the date on which they shall become the holder
of record thereof.

   16.  Stockholder Approval.  The Plan was adopted by the Board
of Directors on November 15, 1990, subject to stockholder
approval.  The Plan was approved by the stockholders of the
Corporation on May 22, 1991.




                           EXHIBIT 11


             BENEFICIAL CORPORATION AND SUBSIDIARIES
            COMPUTATION OF EARNINGS PER COMMON SHARE
             (in millions, except per share amounts)
                                              Years Ended December 31
<TABLE>
<S>                                           <C>        <C>        <C>
                                             1996       1995       1994
Primary Earnings                                                               
   Net Income                              $281.0     $150.5     $177.7
   Dividends on Preferred Stock              (5.2)      (5.2)     (5.2)
    Net Income Applicable to Common Stock  $275.8     $145.3     $172.5

   Weighted Average Shares Outstanding
    Common                                   53.1       52.5       51.9
    Common Stock Equivalents                  1.2        1.0         .7
     Total                                   54.3       53.5       52.6

   Primary Earnings per Common Share       $ 5.08     $ 2.72     $ 3.28

Fully Diluted Earnings*
   Net Income                              $281.0     $150.5     $177.7
   Dividends on Non-Convertible 
     Preferred Stock                         (5.1)      (5.1)      (5.1)
    Net Income Applicable to Common Stock  $275.9     $145.4     $172.6

   Weighted Average Shares Outstanding
    Common                                   53.1       52.5       51.9
    Common Stock Equivalents                  1.6        1.3        1.0
     Total                                   54.7       53.8       52.9

Fully Diluted Earnings per Common Share    $ 5.04     $ 2.70     $ 3.26
</TABLE>

* This calculation is submitted in accordance with Regulation  S-
  K  item  601(b)(11)  although not required  by  footnote  2  to
  paragraph  14  of  APB  Opinion No. 15 because  it  results  in
  dilution of less than 3%.



                           EXHIBIT 12



      BENEFICIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                  RATIO OF EARNINGS TO FIXED CHARGES
                  (Continuing Operations Only)

                                               Years Ended December 31
<TABLE>
<S>                                      <C>       <C>       <C>     <C>     <C>
                                        1996      1995      1994    1993    1992
                                                     (in millions)

Income From Continuing Operations   $  281.0  $  150.5  $  177.7  $186.0  $148.4
  Add Provision for Income Taxes       177.5     119.9     148.4   129.2   103.2
    Earnings Before Income Taxes       458.5     270.4     326.1   315.2   251.6
Fixed charges:
  Interest and Debt Expense            812.8     816.2     673.6   633.2   642.7
  Interest Factor Portion of Rentals    23.3      22.3      16.3    15.8    15.7
    Total Fixed Charges                836.1     838.5     689.9   649.0   658.4

Earnings Before Income Taxes
   and Fixed Charges                $1,294.6  $1,108.9  $1,016.0  $964.2  $910.0

Ratio of Earnings to Fixed Charges      1.55      1.32      1.47    1.49    1.38

Preferred Dividend Requirements     $    8.5  $   9.3   $    9.5  $  8.8  $  8.8

Ratio of Earnings to Fixed Charges
  and Preferred Dividend 
  Requirements                          1.53     1.31       1.45    1.47    1.36
</TABLE>

      In  computing  the  ratio  of earnings  to  fixed  charges,
earnings  consist  of net income to which has been  added  income
taxes  and  fixed charges.  Fixed charges consist principally  of
interest  on  all  indebtedness  and  that  portion  of   rentals
considered   to   represent  an  appropriate   interest   factor.
Preferred  dividend requirements are grossed up to  their  pretax
equivalent.



                           EXHIBIT 21

  LIST OF BENEFICIAL CORPORATION SUBSIDIARIES            01/06/97
    COMPRISING THE FINANCE DIVISION
                                
<TABLE>
<S>                                                  <C>
         Name of Subsidiary                         State
               and                                    of
     Principal Place of Business                 Incorporation

Bencharge Credit Service Holding Company             DE
  301 North Walnut St., Wilmington, DE 19801


    Bencharge Credit Service of America, Inc.        DE
      301 North Walnut St., Wilmington, DE 19801
    Beneficial Credit Services Inc.                  DE
      301 North Walnut St., Wilmington, DE 19801
    Beneficial Credit Services of Connecticut Inc.   DE
      926 Main St., East Hartford, CT 06108
    Beneficial Credit Services of Mississippi Inc.   DE
      2310 Highway 80 W., Jackson, MS  39204
    Beneficial Credit Services of South Carolina     DE
      Inc., 1660 Sam Ritterburg Blvd., Charleston, 
      SC 29407


Beneficial Arizona Inc.                              DE
  7315 North Oracle Road, Ste. 107, Tucson,
  AZ  85704
Beneficial California Inc.                           DE
  1731 W. Colorado Blvd., Los Angeles, CA  90041
Beneficial Colorado Inc.                             DE
  3200 South Wadsworth Blvd., Lakewood, CO  80227
Beneficial Connecticut Inc.                          DE
  926 Main St., East Hartford, CT  06108
Beneficial Delaware Inc.                             DE
  514 Jefferic Blvd., Unit 1, Dover, DE 19901
Beneficial Florida Inc.                              DE
  2777 University Blvd. W., Ste. 65,  
  Jacksonville, FL 32216

    Beneficial Mortgage Co. of Florida               DE
      2777 University Blvd. W., Ste. 65,  
      Jacksonville, FL 32216

Beneficial Georgia Inc.                              DE
  700 North Main St., Ste. 10, Alpharetta, GA 30201
Beneficial Hawaii Inc.                               DE
  James Campbell Bldg., 826 Ft. Street Mall,
  Honolulu, HI  96813
Beneficial Idaho Inc.                                DE
  1003 Vista Ave., Boise, ID  83709
Beneficial Illinois Inc.                             DE
  4012 West 79th St., Chicago, IL  60652
Beneficial Indiana Inc.                              DE
  812 S. Scatterfield Rd., Anderson, IN  46012

Beneficial Iowa Inc.                                 IA
  301 North Walnut St., Wilmington, DE 19801
Beneficial Kansas Inc.                               KS
  Capitol Hills Shops, 400 SW 29th St., Ste. L,
  Topeka, KS 66611
Beneficial Kentucky Inc.                             DE
  8512 Preston Hwy., Louisville, KY  40219
Beneficial Louisiana Inc.                            DE
  11439 Florida Blvd., Baton Rouge, LA  70815
Beneficial Maine Inc.                                DE
  1041 Breighton Avenue, Portland, ME 04102
Beneficial Maryland Inc.                             DE
  79 Forest Dr., Annapolis, MD  21401
Beneficial Massachusetts Inc.                        DE
  Gr. Fl., 236 Cabot St., Beverly, MA  01915
Beneficial Michigan Inc.                             DE
  12900 Hall Road., Ste. 190, Sterling Hts., 
  MI 48313
Beneficial Minnesota Inc.                            DE
  5180 Central Ave., NE Columbia Heights, MN 55421
Beneficial Mississippi Inc.                          DE
  2310 Highway 80 W., Jackson, MS  39204
Beneficial Missouri, Inc.                            DE
  2219 C Missouri Blvd., Jefferson City, MO  65109
Beneficial Montana Inc.                              DE
  1520 3rd St., NW, Ste. A,
  Great Falls, MT 59404
Beneficial Nebraska Inc.                             NE
  5005 O Street, Lincoln, NE  68510
Beneficial Nevada Inc.                               DE
  1055 South Wells, Ste. 115, Reno, NV  89502
Beneficial New Hampshire Inc.                        DE
  45 S. Main St., Concord, NH  03301
Beneficial New Jersey Inc.                           DE
  146 South Street, Morristown, NJ  07960
Beneficial New Mexico Inc.                           DE
  7200 Montgomery Blvd, NE, Ste. B 3-4,
  Albuquerque, NM 87109
Beneficial North Carolina Inc.                       DE
  6300 - 170 Creedmoor Road
  Raleigh, NC  27612
Beneficial Oklahoma Inc.                             DE
  6935 South Lewis, Tulsa, OK  74136
Beneficial Oregon Inc.                               DE
  3671 SW Hall St., Beaverton, OR  97005
Beneficial Rhode Island Inc.                         DE
  457 Main St., East Greenwich, RI  02818
Beneficial South Carolina Inc.                       DE
  1660 Sam Ritterburg Blvd., Charleston, SC  29407
Beneficial Tennessee Inc.                            TN
  3802 B Nolensville Rd., Nashville, TN 37211

Beneficial Texas Inc.                                TX
  6406 N. 1 H-35, Lincoln Village Shopping Center
  Austin, TX 78752
Beneficial Utah Inc.                                 DE
  1741 West 7800 South, West Jordan, UT  84088

Beneficial Virginia Inc.                             DE
  10175 Hull Street Road, Midlothian, VA  23112
Beneficial Washington Inc.                           DE
  2111 N. Northgate Way, Seattle, WA  98133
Beneficial West Virginia, Inc.                       WV
  100 Lee Street West, Charleston, WV 25302
Beneficial Wisconsin Inc.                            DE
  11102 West National Ave., West Allis, WI 53227


Beneficial Commercial Holding Corporation            DE
   301 North Walnut St., Wilmington, DE 19801

     Beneficial Commercial Corporation               DE
       200 Beneficial Center, Peapack, NJ 07977
       *same as above, Lee J. Grenci

          Beneficial Finance Leasing Corporation     DE
            200 Beneficial Center, Peapack, NJ 07977
            *same as above, Lee J. Grenci

          Beneficial Leasing Group, Inc.             DE
            200 Beneficial Center, Peapack, NJ 07977
            *same as above, Lee J. Grenci

              Neil Corporation                       DE
                200 Beneficial Center, Peapack, 
                NJ 07977
                *same as above, Lee J. Grenci
              Silliman Corporation                   DE
                200 Beneficial Center, Peapack, 
                NJ 07977
                *same as above, Lee J. Grenci

Beneficial Consumer Discount Company                  PA
  3368 Paxton St., Scottsdale Plaza
  Harrisburg, PA  17111
Beneficial Discount Co. of Virginia                   DE
  10175 Hull Street Road, Midlothian, VA 23113
Beneficial Finance Co. of West Virginia               DE
  100 Lee Street West, Charleston, WV 25302
Beneficial Finance Services, Inc.                     KS
  8771 W. 95th St., Overland Park, KS  66204

Beneficial Income Tax Service Holding Co., Inc.       DE
  301 North Walnut St., Wilmington, DE 19801

   Beneficial Tax Masters Inc.                        DE
     301 North Walnut St., Wilmington, DE 19801

   Beneficial Industrial Loan Company of Kentucky     DE
     8512 Preston Hwy., Louisville, KY 40219

Beneficial Investment Co.                             DE
  301 North Walnut St., Wilmington, DE 19801

   B B Credit Corp.                                   DE
     301 North Walnut St., Wilmington, DE 19801
   Beneficial Credit Services of New York, Inc. 
     (Inactive)                                       DE
     622 Yonkers Ave., Yonkers, NY  10704
   Beneficial New York Inc.                           NY
     622 Yonkers Ave., Yonkers, NY 10704
   Beneficial Homeowner Service Corporation           DE
     622 Yonkers Ave., Yonkers, NY  10704

Beneficial Homeowners Inc. (Inactive)                 DE
  301 North Walnut St., Wilmington, DE 19801

Beneficial Loan & Thrift Co.                          MN
  5180 Central Ave., NE.
  Columbia Heights, MN  55421


Beneficial Mortgage Holding Company                   DE
  301 North Walnut St., Wimington, DE  19801

  Beneficial Excess Servicing Inc.                    DE
    301 North Walnut St., Wilmington, DE 19801
    *same as above, Elizabeth A. Dawson
  Beneficial Home Mortgage Loan Corp.                 DE
    457 Main St., East Greenwich, RI  02818
  Beneficial Mortgage Co. of Arizona                  DE
    7315 North Oracle Road, Ste. 107, Tucson, 
    AZ  85704
  Beneficial Mortgage Co. of Colorado                 DE
    3200 South Wadsworth Blvd., Lakewood, CO  80227
  Beneficial Mortgage Co. of Connecticut              DE
    926 Main St., East Hartford, CT  06108

Beneficial Mortgage Co. of Georgia                    DE
    700 North Main Street, Ste. 10
    Alpharetta, GA 30201
  Beneficial Mortgage Co. of Idaho                    DE
    1003 Vista Ave., Boise, ID  83709
Beneficial Mortgage Co. of Indiana                    DE
    812 S. Scatterfield Rd., Anderson, IN  46012
  Beneficial Mortgage Co. of Kansas, Inc.             DE
    Capitol Hills Shops, 400 SW 29th St., Ste. L,
    Topeka, KS 66611
  Beneficial Mortgage Co. of Louisiana                DE
    11439 Florida Blvd., Baton Rouge, LA  70815
  Beneficial Mortgage Co. of Maryland                 DE
    79 Forest Dr., Annapolis, MD  21401
  Beneficial Mortgage Co. of Massachusetts            DE
    Gr. Fl., 236 Cabot St., Beverly, MA  01915
  Beneficial Mortgage Co. of Mississippi              DE
    2310 Highway 80 W., Jackson, MS  39204
  Beneficial Mortgage Co. of Missouri, Inc .          DE
    2219 C Missouri Blvd., Jefferson City, MO  65109
  Beneficial Mortgage Co. of Nevada                   DE
    1055 South Wells, Ste. 115, Reno, NV  89502
  Beneficial Mortgage Co. of New Hampshire            DE
    45 S. Main St., Concord, NH  03301
  Beneficial Mortgage Co. of North Carolina           DE
    6300 - 170 Creedmoor Road
    Raleigh, NC  27612
  Beneficial Mortgage Co. of Oklahoma                 DE
    6935 South Lewis, Tulsa, OK  74136
  Beneficial Mortgage Co. of Rhode Island             DE
    457 Main St., East Greenwich, RI  02818
  Beneficial Mortgage Co. of South Carolina           DE
    1660 Sam Ritterburg Blvd., Charleston, SC 29407
  Beneficial Mortgage Co. of Texas                    DE
    6406 N. 1 H-35, Lincoln Village Shopping Center
    Austin, TX 78752
  Beneficial Mortgage Co. of Utah                     DE
    1741 West 7800 South, West Jordan, UT  84088
  Beneficial Mortgage Co. of Virginia                 DE
    10175 Hull Street Road, Midlothian, VA  23112


Beneficial Savings Bank, FSB                          A
  430 Knights Run Ave., Tampa, FL 33602            Federal
  *same as above, Andrea J. Kaplan               Savings Bank

    Beneficial Service Corporation                   DE
      430 Knights Run Ave., Tampa, FL 33602

Benevest Group Inc.                                  DE
  301 N. Walnut Street, Wilmington, DE  19801

  Benevest Services, Inc.                            WA
    2111 N. Northgate Way, Seattle, WA  98133

Alabama Properties, Inc.                             DE
  200 Beneficial Center, Peapack, NJ  07977
  *same as above, Matthew J. Broas, Esq.
  Owns real estate in the District of Columbia 
  and State of Colorado

BMC Holding Company                                  DE
  301 North Walnut St., Wilmington, DE 19801
  *same as above, Janice L. Lewis

  Beneficial Mortgage Corporation                    DE
    301 North Walnut St., Wilmington, DE  19801
    *same as above, Janice L. Lewis

Beneficial Credit Corp.                              DE
  301 North Walnut St., Wilmington, DE 19801
  *same as above, Janice L. Lewis

Beneficial Finance Limited                           UK
  Beneficial House, Easthampstead Road,
  Bracknell, Berkshire, RG12 1NS
  *same as above, Anthony Lee

Beneficial Insurance Group Holding Company           DE
  301 North Walnut St., Wilmington, DE 19801
  *same as above, Elizabeth A. Dawson

  BFC Agency, Inc.                                   DE
    400 Beneficial Center, Peapack, NJ  07977
    *same as above, Leonard Fisher
    Acts as an insurance agency

  BFC Insurance Agency of America                    WY
    400 Beneficial Center, Peapack, NJ 07977
    *same as above, Leonard Fisher
    Acts as an insurance agency

       Beneficial Bank Public Limited Company        UK
         Beneficial House, Easthampstead Road
         Bracknell, Berkshire, RG12 1NS
         *same as above, Anthony Lee
         Operates in the banking field in the
         United Kingdom

            Beneficial Building Company Limited      UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public 
              Limited Company

            Beneficial Data Systems Limited          UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public 
              Limited Company

            Beneficial Financial Services Limited    UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public 
              Limited Company

            Beneficial Financing Limited             UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee,
              Performs services for Beneficial 
              Bank Public 
              Limited Company

            Beneficial Leasing Limited               UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public 
              Limited Company

            Beneficial Trust (Guernsey) Limited      UK
              *Rysaffe International Services Ltd.
              La Tonnelle House, Les Banques, 
              St. Sampson, Guernsey, Channel 
              Islands Performs services for 
              Beneficial Bank Public
              Limited Company


            Beneficial Trust Investments Limited     UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              * same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public 
              Limited Company

            Beneficial Trust (Jersey) Limited        UK
              *Rysaffe International Services Ltd.
              La Tonnelle House, Les Banques, 
              St. Sampson, Guernsey, Channel 
              Islands 
              Performs services for Beneficial 
              Bank Public
              Limited Company

            Beneficial Trust Nominees Limited        UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public
              Limited Company

            The Loan Corporation Limited             UK
              Abbey Gardens, 6 Abbey Street, 
              Reading,
              Berkshire RG1 3BA, England
              *Anthony Lee, Beneficial House,
              Easthampstead Road., Bracknell,
              Berkshire, RG 12 1NS, England
              Performs a Loan Broker Service 
              for Sterling
              Bank & Trust Limited

            Security Trust Limited                   UK
              Beneficial House, Easthampstead Road
              Bracknell, Berkshire, RG12 1NS
              *same as above, Anthony Lee
              Performs services for Beneficial 
              Bank Public
              Limited Company

            Sterling Credit Limited                  UK
              Abbey Gardens, 6 Abbey Street, 
              Reading,
              Berkshire RG1 3BA, Eng.
              *Anthony Lee, 6th Floor, Beneficial
              House, Easthampstead Road, Bracknell,
              Berkshire, RG12 1NS
              Engages in making Second Mortgage
              Consumer Loans.

            Sterling Credit Management Limited     UK
              Abbey Gardens, 4 Abbey Street, 
              Reading, Berkshire RG1 3BA, England
              *Anthony Lee, Beneficial House,
              Easthampstead Road, Bracknell,
              Berkshire, RG12 1NS
              Engages in Managing and Collecting 
              Loan Portfolios of Third Parties.

       Beneficial Canada Holdings Inc.           Canada
         8500 Leslie St., Ste. 600,
         Thornhill, Ont., Canada
         *same as above, Jean A. Bedard
         A holding company
            Beneficial Canada Inc.               Canada
              8500 Leslie St., Ste. 600
              Thornhill, Ont., Canada
              *same as above, Jean A. Bedard
              Engaged in the business of making
              consumer loans to individuals,
              purchasing installment sales 
              contracts, evidencing time
              sales of merchandise on services 
              and related activities in Canada

            Beneficial Realty Ltd.               Canada
              8500 Leslie St., Ste. 600
              Thornhill, Ont., Canada
              *same as above, Jean A Bedard
              Engaged in the business of second 
              mortgage loans.

       Beneficial Direct Inc.                      NJ
         400 Beneficial Center
         Peapack, NJ 07977
         *same as above, Barbara Hill
         Direct Marketing of Credit Life 
         Insurance and other related products.

       BFC Ireland (Holdings) Limited           Ireland
         3 Burlington Road
         Dublin 4, Ireland
         *same as above, Matsack Trust Limited
         a Holding Company

       BFC Insurance (Life) Limited             Ireland
         22-24 Lower Mount Street
         Newmount House, Dublin 2, Ireland
         *Matsack Trust Limited,
         3 Burlington Road,
         Dublin 4, Ireland
         Will operate as a full line life,
         accident and health insurance company

       BFC Insurance Limited                    Ireland
         22-24 Lower Mount Street
         Newmount House, Dublin 2, Ireland
         *Matsack Trust Limited,
         3 Burlington Road,
         Dublin 4, Ireland
         Will operate as a full line life,
         accident and health insurance company

       Beneficial Bank A.G.                     Germany
         Augustenstrasse 7
         7000 Stuttgart 1, Germany
         *Dr. Klaus A. Gerstenmaier, 
         Lenzhalde 83,
         7000, Stuttgart 1, Germany
         Engaged in consumer loans in Germany

           Beneficial Corporation Agency GMBH   Germany
             Augustenstrasse 7
             7000 Stuttgart 1, Germany
             *Dr. Klaus A. Gerstenmaier, 
             Lenzhalde 83,
             7000, Stuttgart 1, Germany
             Engaged in consumer loans 
             in Germany

       Extracard Corp.                               DE
          301 North Walnut St., Wilmington, 
          DE 19801
          *same as above, Elizabeth A. Dawson
          Engage in any lawful acts or activities 
          for which corporations may be organized 
          under the General Corporation Law of 
          Delaware.

       BFC Insurance Agency of Nevada                NV
         301 N. Walnut St., Wilmington, DE  19801
         *same as above, Elizabeth A. Dawson
         Acts as an insurance agency

       Beneficial Insurance Group, Inc.              DE
         400 Beneficial Center, Peapack, NJ  07977
         *same as above, Leonard Fisher
         A management company

       Service Administrators, Inc. (USA)            CO
         205 E. 10th St., Amarillo, TX  79101
         *400 Beneficial Center, Peapack, NJ  07977
         Leonard Fisher

       Service General Insurance Company             OH
         400 Beneficial Center, Peapack, NJ  07977
         *same as above, Leonard Fisher

      Beneficial Ohio Inc.                           DE
        5025 Arlington Centre Blvd., Columbus, 
        OH  43220

      Service Management Corporation                 OH
         400 Beneficial Center, Peapack, NJ  07977
         *same as above, Leonard Fisher

      B.I.G. Insurance Agency, Inc.                  OH
        400 Beneficial Center, Peapack, NJ  07977
        *same as above, Leonard Fisher

      The Central National Life Insurance Company    DE 
        of Omaha  
        400 Beneficial Center, Peapack, NJ  07977
        *same as above, Leonard Fisher
        Full line life, accident and health 
        insurance company

      The Central National Life Insurance Company    NJ
         400 Beneficial Center, Peapack, NJ  07977
         *same as above, Leonard Fisher

      First Central National Life Insurance Company  NY
        of New York
        400 Beneficial Center, Peapack, NJ 07977
        *same as above, Leonard Fisher

     Wesco Insurance Company                         DE
       400 Beneficial Center, Peapack, NJ  07977
       *Elizabeth A. Dawson, 301 N. Walnut St.
       Wilmington, DE  19801
       Selling non-filing insurance in Delaware

     Southwest Texas General Agency, Inc.            TX
       205 East 10th St., Amarillo, TX  79101
       *same as above, Leah Kelley

Beneficial Land Company, Inc.                        NJ
  200 Beneficial Center, Peapack, NJ 07977
  *same as above, Matthew J. Broas, Esq.
  Owns real estate in the Borough of Peapack &
  Gladstone, NJ

Beneficial Management Corporation                    DE
  200 Beneficial Center, Peapack, NJ 07977
  *same as above, Millicent A. Picker, Esq.
  Provides Management, Accounting Services and
  Advertising for Affiliates.

     Beneficial Management Institute, Inc.           NY
       200 Beneficial Center, Peapack, NJ 07977
       *same as above, Millicent A. Picker, Esq.

Beneficial Management Corporation of America         DE
  301 North Walnut St., Wilmington, DE  19801
  *same as above, Janice L. Lewis
  Management companies providing supervision, audit,
  legal, training and other services for financial
  and other subsidiaries, at cost

      Beneficial Franchise Company Inc.              DE
        301 North Walnut St., Wilmington, DE 19801
        *same as above, Elizabeth A. Dawson
        Engages in the Management and Ownership of
        Trademarks and Patents.

      Beneficial Mark Holding Inc.                   DE
        301 North Walnut St., Wilmington, DE 19801
        *same as above, Elizabeth A. Dawson

      Beneficial Trademark Co.                       DE
        301 North Walnut St., Wilmington, DE 19801
        *same as above, Elizabeth A. Dawson
        An Investment Company

Beneficial Management Headquarters, Inc.             NJ
  200 Beneficial Center, Peapack, NJ 07977
  *same as above, Matthew J. Broas, Esq.
  Owns real estate in Peapack and Gladstone 
  Borough, NJ and Bedminster Township, NJ

       Beneficial Facilities Corporation              NJ
         200 Beneficial Center, Peapack, NJ  07977
         *same as above Matthew J. Broas, Esq.
         Owns real estate in Peapack and Gladstone
         Borough, NJ

Beneficial National Bank                            National
  1300 Market Street, Wilmington, DE 19801        Banking Assoc.
  *same as above, Kevin T. Peck, Esq.
  A commercial bank doing business in 
  the State of Delaware

       Beneficial Service Corporation of Delaware    DE
         1300 Market Street, Wilmington, DE 19801
         To sell Insurance on behalf of its Parent
         Corporation

Beneficial National Bank USA                       National
  301 North Walnut St., Wilmington, DE 19801     Banking Assoc.
  *Same as above, Kevin T. Peck                     (DE)
  A private label credit card operation

     Beneficial Service Corporation of New Jersey    DE
       301 North Walnut St., Wilmington, DE 19801
       To sell Insurance on behalf of its Parent
       Corporation.

Beneficial Real Estate Company, Inc.                 NJ
  200 Beneficial Center, Peapack, NJ  07977
  *same as above, Matthew J. Broas, Esq.
  Owns real estate in Peapack and Gladstone 
  Borough, NJ

Beneficial Systems Development Corporation           DE
  101 East Kennedy Blvd., Ste. 700, Tampa, 
  FL 33602
  Will engage in the business of applications,
  development, computer programming, consulting 
  and other related services in Tampa, Florida


Beneficial Technology Corporation                    DE
  500 Beneficial Center, Peapack, NJ  07977
  *same as above, Peter R. Callas
  Performs data processing services for finance 
  and other subsidiaries

Bon Secour Properties Inc.                           AL
  200 Beneficial Center, Peapack, NJ 07977
  *same as above, Matthew J. Broas, Esq.
  Owns real estate in Peapack and Gladstone 
  Borough, NJ

Capital Financial Services Inc.                      NV
  5025 Arlington Centre Blvd, Columbus, OH  43220

Corporate Security Engineering Services, Inc.        NJ
  200 Beneficial Center, Peapack, NJ 07977
  *same as above, Matthew J. Broas, Esq.
  Engaged in the business of designing security
  and life safety systems for commercial use

Garrison Platt Properties Inc.                       FL
  200 Beneficial Center, Peapack, NJ 07977
  *same as above, Matthew J. Broas, Esq.
  Owns real estate in Tampa, FL

Harbour Island Inc.                                  FL
  424 Knights Run Avenue
  Tampa, FL  33602
  *Matthew J. Broas, Esq., 200 Beneficial Center,
  Peapack, NJ  07977
  Oversees the development of a piece of
  real estate in Florida and all activities
  related thereto

       Harbour Island Property Management Inc.       FL
       Harbour Island Security Co., Inc.             FL
       H I Venture One, Inc.                         FL
       H I Venture Three, Inc.                       FL
       H I Venture Four, Inc.                        FL
       Tampa Island Transit Company, Inc.            FL
       All the above, 424 Knights Run Avenue
       Tampa, FL  33602
       *Matthew J. Broas, Esq., 
       200 Beneficial Center,
       Peapack, NJ  07977

Personal Mortgage Holding Company                    DE
  301 North Walnut St., Wilmington, DE 19801

Personal Mortgage Corporation                        DE
         100 Business Center Dr., Hwy. 22,
         Brewster, NY 10509

Southern Trust Company                               DE
  301 North Walnut St., Wilmington, DE 19801
  *same as above, Elizabeth A. Dawson
  Acts as transfer agent for certain subsidiaries 
  of Beneficial Corporation

Southwest Beneficial Finance, Inc.                   IL
  301 North Walnut St., Wilmington, DE  19801

Wasco Properties, Inc.                               DE
  301 North Walnut St.,
  Wilmington, DE 19801
  *same as above, Carolyn Micolucci
  Holds real estate

       Beneficial Real Estate Joint Ventures, Inc.   DE
         301 North Walnut St., Wilmington, DE 19801
         *same as above, Elizabeth A. Dawson
</TABLE>

     * Minutes of company kept at this address
    ** Remaining shares are Directors' qualifying shares
   *** Remaining shares are owned by Beneficial Corporation


                                
                                                         01/06/97
<TABLE>
<S>                                         <C>
                                          State of
     INACTIVE CORPORATIONS              Incorporation
                                 
Bencharge Credit Service, Inc.               DE
Beneficial Alabama Inc.                      AL
Beneficial Business Credit Corp.             DE
Beneficial Credit Services of                DE
  Alabama Inc.
Beneficial Direct, Inc.                      NJ
Beneficial Finance Co.                       DE
Beneficial Finance Co. of Alaska             DE
Beneficial Finance Co. of Canada           Canada
Beneficial Finance Co. of Columbia           DC
Beneficial Finance Co. of Maine              ME
Beneficial Financial Center, Inc.            DE
Beneficial Marketing Corporation             OH
Beneficial North Dakota Inc.                 DE
Beneficial PayNet Systems, Inc.              DE
Beneficial Premium Services Limited          UK
Beneficial Securities, Inc.                  DE
Beneficial South Dakota Inc.                 DE
Beneficial Vermont Inc.                      DE
Beneficial Wyoming Inc.                      WY
Benevest Escrow Company                      DE
Benevest Service Company                     DE
Capital Credit Services Inc.                 DE
Guaranty and Indemnity                       DE
Insurance Company
Personal Finance Company, Inc.               NY
Sterling Mortgages Limited                   UK
                                              


                                
                           EXHIBIT 23

                  INDEPENDENT AUDITORS' CONSENT


       We   consent  to  the   incorporation  by   reference   in
Registration Statements  No. 33-64357 and No. 33-57541 on Form S-
3  and  Registration Statement No. 333-02737 on Form S-8  of  our
report dated January 28, 1997 appearing in this Annual Report  on
Form  10-K of Beneficial Corporation for the year ended  December
31, 1996.




DELOITTE & TOUCHE LLP

Parsippany, New Jersey
March 20, 1997



                           EXHIBIT 24


                        POWER OF ATTORNEY
                                

     KNOW ALL MEN BY THESE PRESENTS:  THAT I, CHARLES W. BOWER, a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North Walnut  Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report on Form 10-K for the fiscal year  ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this   7th
day of March, 1997.


                                       /s/   CHARLES W. BOWER
                                             CHARLES W. BOWER


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL  MEN  BY  THESE  PRESENTS:   THAT  I,  ROBERT  J.
CALLANDER,  a  Director of Beneficial Corporation, One  Christina
Centre, 301 North Walnut Street, Wilmington, Delaware 19801  (the
"Company"),  do  hereby make, constitute and  appoint  ANDREW  C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, officers
of  the  Company, or any of them, with full power to act  without
the  others, my true and lawful attorney-in-fact or agent for  me
and  in  my name, place and stead, in any and all capacities,  to
sign  the  Annual Report on Form 10-K for the fiscal  year  ended
December  31,  1996 pursuant to the Securities  Exchange  Act  of
1934,  as  amended, and any amendment thereto,  to  be  filed  by
Beneficial   Corporation,  a  Delaware  corporation,   with   the
Securities and Exchange Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this   8th
day of March, 1997.



                                         /s/ ROBERT J. CALLANDER
                                             ROBERT J. CALLANDER


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL  MEN  BY  THESE PRESENTS:  THAT  I,  FINN  M.  W.
CASPERSEN,  a  Director of Beneficial Corporation, One  Christina
Centre, 301 North Walnut Street, Wilmington, Delaware 19801  (the
"Company"),  do  hereby make, constitute and  appoint  ANDREW  C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, officers
of  the  Company, or any of  them, with full power to act without
the  others, my true and lawful attorney-in-fact or agent for  me
and  in  my name, place and stead, in any and all capacities,  to
sign  the  Annual Report on Form 10-K for the fiscal  year  ended
December  31,  1996 pursuant to the Securities  Exchange  Act  of
1934,  as  amended, and any amendment thereto,  to  be  filed  by
Beneficial  Corporation,  a   Delaware   corporation,  with   the
Securities and Exchange Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  11th
day of March, 1997.



                                         /s/ FINN M. W. CASPERSEN
                                             FINN M. W. CASPERSEN


                        POWER OF ATTORNEY
                                
                                
     KNOW ALL MEN BY THESE PRESENTS:  THAT I, LEONARD S. COLEMAN,
JR.,  a Director of Beneficial Corporation, One Christina Centre,
301   North  Walnut  Street,  Wilmington,  Delaware  19801   (the
"Company"),  do  hereby make, constitute and  appoint  ANDREW  C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, officers
of  the  Company, or any of them, with full power to act  without
the  others, my true and lawful attorney-in-fact or agent for  me
and  in my name, place  and stead, in any and all capacities,  to
sign  the  Annual Report on Form 10-K for the fiscal  year  ended
December  31,  1996 pursuant to the Securities  Exchange  Act  of
1934,  as  amended, and any amendment thereto,  to  be  filed  by
Beneficial   Corporation,  a  Delaware  corporation,   with   the
Securities and Exchange Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  13th
day of March, 1997.



                                          /s/ LEONARD S. COLEMAN, JR.
                                              LEONARD S. COLEMAN, JR.


                        POWER OF ATTORNEY
                                
                                
      KNOW ALL MEN BY THESE PRESENTS:  THAT I, DAVID J. FARRIS, a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of them, with full power to  act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this   7th
day of March, 1997.



                                         /s/ DAVID J. FARRIS
                                             DAVID J. FARRIS


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL MEN BY THESE PRESENTS:  THAT I, JAMES H. GILLIAM,
JR.,  a Director of Beneficial Corporation, One Christina Centre,
301   North  Walnut   Street,  Wilmington,  Delaware  19801  (the
"Company"),  do  hereby make, constitute and  appoint  ANDREW  C.
HALVORSEN  and  RONALD E. BOMBOLIS, officers of the  Company,  or
either of them, with full power to act without the other, my true
and lawful attorney-in-fact or agent for me and in my name, place
and  stead, in any and all capacities, to sign the Annual  Report
on Form 10-K for the fiscal year ended December 31, 1996 pursuant
to  the  Securities  Exchange Act of 1934, as  amended,  and  any
amendment  thereto,  to  be  filed by Beneficial  Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  11th
day of March, 1997.



                                         /s/ JAMES H. GILLIAM, JR.
                                             JAMES H. GILLIAM, JR.


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL  MEN  BY  THESE  PRESENTS:   THAT  I,  ANDREW  C.
HALVORSEN,  a Director of  Beneficial Corporation, One  Christina
Centre, 301 North Walnut Street, Wilmington, Delaware 19801  (the
"Company"),  do   hereby make, constitute and  appoint  JAMES  H.
GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,  or
either of them, with full power to act without the other, my true
and lawful attorney-in-fact or agent for me and in my name, place
and  stead, in any and all capacities, to sign the Annual  Report
on Form 10-K for the fiscal year ended December 31, 1996 pursuant
to  the  Securities  Exchange Act of 1934, as  amended,  and  any
amendment  thereto,  to  be  filed by Beneficial  Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  10th
day of March, 1997.


                                         /s/ ANDREW C. HALVORSEN
                                             ANDREW C. HALVORSEN


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL  MEN  BY  THESE  PRESENTS:   THAT  I,  ROLAND  A.
HERNANDEZ,  a  Director of Beneficial Corporation, One  Christina
Centre, 301 North Walnut Street, Wilmington, Delaware 19801  (the
"Company"),  do  hereby make, constitute and  appoint  ANDREW  C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, officers
of  the  Company, or any of them, with full power to act  without
the  others, my true and lawful attorney-in-fact or agent for  me
and  in  my name, place and stead, in any and all capacities,  to
sign  the  Annual Report on Form 10-K for the fiscal  year  ended
December  31,  1996 pursuant to the Securities  Exchange  Act  of
1934,  as  amended, and any amendment thereto,  to  be  filed  by
Beneficial   Corporation,  a  Delaware  corporation,   with   the
Securities and Exchange Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  13th
day of March, 1997.



                                         /s/ ROLAND A. HERNANDEZ
                                             ROLAND A. HERNANDEZ


                        POWER OF ATTORNEY
                                
                                
      KNOW ALL MEN BY THESE PRESENTS:  THAT I, J. ROBERT HILLIER,
a  Director of Beneficial Corporation, One Christina Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  10th
day of March, 1997.



                                         /s/ J. ROBERT HILLIER
                                             J. ROBERT HILLIER


                        POWER OF ATTORNEY
                                
                                
      KNOW ALL MEN BY THESE PRESENTS:  THAT I, GERALD L. HOLM,  a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  13th
day of March, 1997.



                                         /s/ GERALD L. HOLM
                                             GERALD L. HOLM


                        POWER OF ATTORNEY
                                
                                
      KNOW ALL MEN BY THESE PRESENTS:  THAT I, THOMAS H. KEAN,  a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  11th
day of March, 1997.



                                         /s/ THOMAS H. KEAN
                                             THOMAS H. KEAN


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL MEN BY THESE PRESENTS:  THAT I, STEVEN MULLER,  a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this   7th
day of March, 1997.



                                         /s/ STEVEN MULLER
                                             STEVEN MULLER


                        POWER OF ATTORNEY
                                
                                
     KNOW ALL MEN BY THESE PRESENTS:  THAT I, SUSAN JULIA ROSS, a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this   7th
day of March, 1997.



                                        /s/  SUSAN JULIA ROSS
                                             SUSAN JULIA ROSS


                        POWER OF ATTORNEY
                                
                                
     KNOW ALL MEN BY THESE PRESENTS:  THAT I, ROBERT A. TUCKER, a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this   8th
day of March, 1997.



                                        /s/  ROBERT A. TUCKER
                                             ROBERT A. TUCKER


                        POWER OF ATTORNEY
                                
                                
     KNOW ALL MEN BY THESE PRESENTS:  THAT I, SUSAN M. WACHTER, a
Director  of  Beneficial Corporation, One Christina  Centre,  301
North  Walnut Street, Wilmington, Delaware 19801 (the "Company"),
do hereby make, constitute and appoint ANDREW C. HALVORSEN, JAMES
H.  GILLIAM, JR. and RONALD E. BOMBOLIS, officers of the Company,
or  any  of  them, with full power to act without the others,  my
true  and lawful attorney-in-fact or agent for me and in my name,
place  and  stead, in any and all capacities, to sign the  Annual
Report  on Form 10-K for the fiscal year ended December 31,  1996
pursuant to the Securities Exchange Act of 1934, as amended,  and
any  amendment thereto, to be filed by Beneficial Corporation,  a
Delaware   corporation,   with  the   Securities   and   Exchange
Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  10th
day of March, 1997.



                                         /s/ SUSAN M. WACHTER
                                             SUSAN M. WACHTER


                        POWER OF ATTORNEY
                                
                                
      KNOW  ALL MEN BY THESE PRESENTS:  THAT I, CHARLES H. WATTS,
II  a  Director of Beneficial Corporation, One Christina  Centre,
301   North  Walnut  Street,  Wilmington,  Delaware  19801   (the
"Company"),  do  hereby make, constitute and  appoint  ANDREW  C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, officers
of  the  Company, or any of them, with full power to act  without
the  others, my true and lawful attorney-in-fact or agent for  me
and  in  my name, place and stead, in any and all capacities,  to
sign  the  Annual Report on Form 10-K for the fiscal  year  ended
December  31,  1996 pursuant to the Securities  Exchange  Act  of
1934,  as  amended, and any amendment thereto,  to  be  filed  by
Beneficial   Corporation,  a  Delaware  corporation,   with   the
Securities and Exchange Commission.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  10th
day of March, 1997.



                                       /s/  CHARLES H. WATTS, II
                                            CHARLES H. WATTS, II


</TABLE>