8-K

  




                            FORM 8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               The Securities Exchange Act of 1934


                     Date of Report:  May 23, 1997
                                      ------------

                 HOUSEHOLD INTERNATIONAL, INC.
                 -----------------------------
     (Exact name of registrant as specified in its charter)
                                


Delaware               1-8198                  36-3121988  
- --------------------------------------------------------------
(State or other        (Commission File        (IRS Employer
 jurisdiction of        Number)                 Identification
 incorporation                                  Number) 



2700 Sanders Road, Prospect Heights, Illinois             60070  
- ---------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code 847/564-5000
                                                   ------------

Item 5.  Other Events

         Household International, Inc. ("Household") announced
         on May 21, 1997 that it had reached agreement with
         Transamerica Corporation to purchase Transamerica's
         Consumer Finance Business (the "Business").  Said
         release is filed as an exhibit hereto.

         The Business, which has operations in 44 states in the
         United States, Canada and the United Kingdom, will be
         acquired by a subsidiary of Household Finance
         Corporation ("HFC"), which is a wholly-owned subsidiary
         of Household.  The acquisition is expected to be
         completed by June 30, 1997 subject to receipt of
         certain regulatory approvals.  Household will pay $1.1
         billion plus repayment to Transamerica of approximately
         $2.86 billion of inter-company funding provided to this
         Business.  Household and HFC intend to finance this
         acquisition with a combination of debt and new common
         equity.


Item 7.  Financial Statements and Exhibits

         (a)  Financial statements of businesses acquired.

              Not applicable.

         (b)  Pro forma financial information.

              Not applicable.

         (c)  Exhibits.

              No.   Exhibit
              ---   -------

              99    Press release titled "Household
                    International to Purchase Transamerica's
                    Consumer Finance Business for $1.1 Billion"
                    dated May 21, 1997

                            SIGNATURE

   Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                 HOUSEHOLD INTERNATIONAL, INC.
                                 ----------------------------
                                        (Registrant)


                                 By:  /s/ John W. Blenke
                                      ------------------
                                      John W. Blenke
                                      Assistant Secretary
         
Dated:  May 23, 1997
        ------------

U:\LAW\EDGAR\I8K597.WP

                          EXHIBIT INDEX


Exhibit No.   Exhibit
- -----------   -------

99            Press release titled "Household International to
              Purchase Transamerica's Consumer Finance Business
              for $1.1 Billion" dated May 21, 1997

EX-99

For Release:        Immediately

Contact:       Craig A. Streem
               Vice President - Investor Relations
               (847) 564-6053

               Celeste M. Murphy
               Director - Investor Relations
               (847) 564-7568


Household International to Purchase 
Transamerica's Consumer Finance Business for $1.1 Billion


Prospect Heights, IL May 21, 1997 -- Household International
(NYSE:  HI) announced today that it has signed a definitive
agreement for Household to purchase Transamerica Corporation's
consumer finance business for $1.1 billion in cash. Household
anticipates that the purchase will be accretive to earnings
beginning with the current fiscal year.

With this agreement, Household will make significant progress
toward achieving its strategic goal of expanding the HFC consumer
finance branch network. The company will operate the acquired
branches under the HFC brand. The acquisition will also add to
the company's core group of customers and will add to the
company's growth. The purchase will build Household's portfolio
of core real estate-secured receivables by $3 billion, or almost
38 percent, and will bring Household's total managed assets to
over $50 billion. The purchase excludes delinquent receivables.
The economies of scale provided by the combined operations will
result in significant cost savings.

Household intends to finance the purchase with a combination of
debt and new common equity. The transaction will not increase
Household's financial leverage and will improve Household's
efficiency ratio.

(more)
William F. Aldinger, chairman and chief executive officer of
Household, said, "We are extremely pleased to have reached this
agreement with Transamerica. This acquisition brings us a very
high quality portfolio of real estate-secured loans, a great
branch network, and many talented employees. It allows us to
achieve additional top line growth by focusing on our core
customer while improving our efficiency ratio. We and our
associates at Transamerica are committed to a smooth and seamless
transition. We look forward to serving our new customers with the
same high quality service they experienced at Transamerica and to
which we are dedicated at Household."

Frank C. Herringer, chairman and chief executive officer of
Transamerica, added, "This transaction is not only good for our
shareholders, but also Household will be a good home for the
customers and employees of the consumer finance operations."

The companies anticipate closing prior to June 30, 1997. 

Household International, through its subsidiaries, is a leading
provider of consumer financial services primarily consumer
lending and credit card products, in the United States, Canada
and the United Kingdom. One of Household's primary businesses is
HFC, the nation's oldest consumer finance company. Household is
also one of the largest issuers of private-label and general
purpose credit cards in the United States. Its principal cards
include The GM Card and the AFL-CIO's Union Privilege card.

San Francisco-based Transamerica Corporation, which had
consolidated assets of $50 billion at March 31, 1997, provides
specialized financial and life insurance products and services to
individuals and organizations worldwide.


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