1

         Prospectus Supplement to Prospectus dated September 10, 2001.

                          12,000,000 Depositary Shares
                         HOUSEHOLD INTERNATIONAL, INC.

                  Each Representing One-Fortieth of a Share of
                7.50% Cumulative Preferred Stock, Series 2001-A
                   (liquidation preference $1,000 per share)

                             ----------------------
     As a holder of Depositary Shares, you are entitled to all proportional
rights and preferences of the 7.50% Preferred Stock (including dividend, voting,
redemption and liquidation rights). You must exercise such rights acting through
the Depositary.
     Dividends on the 7.50% Preferred Stock will be cumulative from September
27, 2001 and will be payable quarterly on the fifteenth day of January, April,
July and October of each year, commencing October 15, 2001. The dividend rate is
7.50% per annum, which is equivalent to $1.875 per annum per Depositary Share.
     The proportional liquidation preference of each Depositary Share is $25.
     On or after September 27, 2006, Household has the option to redeem all or a
portion of the 7.50% Preferred Stock, at $1,000 per share, which is equivalent
to $25 per Depositary Share, plus accrued and unpaid dividends.

     Household intends to list the Depositary Shares on the New York Stock
Exchange under the symbol HIprS.
                             ----------------------
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
                             ----------------------



                                                             Per Depositary Share       Total
                                                             --------------------       -----
                                                                                  
Initial public offering price..............................  $25.00                     $300,000,000
Underwriting discount......................................  $0.7875                    $  9,450,000
Proceeds, before expenses, to Household....................  $24.2125                   $290,550,000


     The underwriting discount will be $0.50 per Depositary Share with respect
to any Depositary Shares sold to certain institutions. Therefore, to the extent
of any such sales to any such institutions, the actual total underwriting
discount will be less than, and the actual total proceeds to Household will be
greater than, the amounts shown in the table above.

     The initial public offering price set forth above does not include accrued
dividends, if any. Dividends on the 7.50% Preferred Stock will accrue from
September 27, 2001 and will be included in the purchase price paid by the
purchaser if the Depositary Shares are delivered after September 27, 2001.

                             ----------------------
     The underwriters expect to deliver the Depositary Shares against payment in
New York, New York on September 27, 2001.
GOLDMAN, SACHS & CO.                                         MERRILL LYNCH & CO.
MORGAN STANLEY
                              SALOMON SMITH BARNEY
                                                                     UBS WARBURG
                             ---------------------
                Prospectus Supplement dated September 20, 2001.
   2

                        DESCRIPTION OF DEPOSITARY SHARES

     The following summary description of the Depositary Shares supplements the
description of the terms of the Depositary Shares set forth under the heading
"Description of Capital Stock -- Depositary Shares" in the accompanying
prospectus, to which description you should refer. The summary description of
the Depositary Shares set forth below is not complete and is subject to and
qualified in its entirety by reference to the Deposit Agreement referred to
below, the form of which has been filed with the Securities and Exchange
Commission.

     Each Depositary Share represents ownership of one-fortieth of a share of
the 7.50% Cumulative Preferred Stock, Series 2001-A (the "7.50% Preferred
Stock") described below under "Terms of the 7.50% Preferred Stock." The shares
of 7.50% Preferred Stock represented by the Depositary Shares will be deposited
with Computershare Trust Company of New York, as Depositary (the "Depositary"),
under a Deposit Agreement (the "Deposit Agreement") among the Company, the
Depositary and the holders from time to time of the depositary receipts issued
by the Depositary (the "Depositary Receipts"). The Depositary Receipts will
evidence the Depositary Shares. Subject to the terms of the Deposit Agreement,
each owner of a Depositary Share will be entitled, in proportion to the
one-fortieth of a share of the 7.50% Preferred Stock represented by the
Depositary Share, to all the rights and preferences of the 7.50% Preferred Stock
represented by the Depositary Share (including dividend, voting, redemption and
liquidation rights). Since each share of 7.50% Preferred Stock is entitled to
one vote on matters on which the 7.50% Preferred Stock is entitled to vote, each
Depositary Share will, in effect, be entitled to one-fortieth of a vote, rather
than one full vote, per Depositary Share. See "Description of Capital
Stock -- Depositary Shares" in the accompanying prospectus.

     Computershare Investor Services, LLC, will be the transfer agent and
registrar for the Depositary Shares and the 7.50% Preferred Stock. Computershare
Investor Services, LLC, is also the transfer agent and registrar for the
Company's common stock and the authorized series of the Company's preferred
stock described under the heading "Description of Capital Stock -- Description
of Authorized Series of Preferred Stock" in the accompanying prospectus.

                       TERMS OF THE 7.50% PREFERRED STOCK

     The following description of the terms of the 7.50% Preferred Stock
supplements the description of the general terms and provisions of the preferred
stock of the Company set forth under the heading "Description of Capital
Stock -- General" and " -- Preferred Stock" in the accompanying prospectus, to
which description you should refer. The description of certain provisions of the
7.50% Preferred Stock set forth below does not purport to be complete and is
subject to and qualified in its entirety by reference to the Certificate of
Designation, Preferences and Rights relating to the 7.50% Preferred Stock which
will be filed with the Securities and Exchange Commission at or prior to the
time of the sale of the 7.50% Preferred Stock.

GENERAL

The 7.50% Preferred Stock will rank on a parity as to payment of dividends and
distribution of assets with the Company's Outstanding Preferred (described under
the heading "Description of Capital Stock -- Description of Authorized Series of
Preferred Stock" in the accompanying prospectus) and prior to the Company's
common stock. The 7.50% Preferred Stock will also rank prior to the Company's
Series A Junior Participating Preferred Stock (the "junior preferred") as to the
payment of dividends and distribution of assets if the junior preferred is
issued.

DIVIDENDS

     Cumulative dividends on the stated value per share of the 7.50% Preferred
Stock will be payable at an annual rate of 7.50%, will be cumulative from the
date of original issue, and will be payable

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quarterly on the fifteenth day of January, April, July and October in each year
(commencing October 15, 2001) to holders of record on the last business day of
the preceding month, when, as and if declared by the Board of Directors of the
Company, out of assets of the Company legally available therefor. Quarterly
dividend periods will commence on the first days of January, April, July and
October and on the date of original issue for the initial dividend period. The
amount of dividends payable for the initial dividend period or any period
shorter than a full divided period shall be computed on the basis of 30-day
months, a 360-day year and the actual number of days elapsed in the period. The
stated value per share of 7.50% Preferred Stock is $1,000 (equivalent to $25 per
Depositary Share).

     The Company's restated certificate of incorporation provides that no
dividend will be declared or paid on the shares of any series of preferred stock
ranking on a parity with the 7.50% Preferred Stock as to payment of dividends
unless at the same time a dividend in like proportion (whether full or pro rata)
to the respectively designated dividend rates is declared or paid on the shares
of 7.50% Preferred Stock. The holders of the 7.50% Preferred Stock will be
entitled to receive dividends before any dividends are declared or paid or set
apart for payment upon the Company's common stock or junior preferred. The
Company may not purchase shares of its common stock or preferred stock if
dividends on any series of preferred stock are in arrears, and no preferred
stock may be redeemed in such case unless all issued and outstanding shares of
preferred stock are redeemed.

RIGHTS UPON LIQUIDATION

     In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of the 7.50% Preferred Stock at the time
outstanding will be entitled to receive out of assets of the Company available
for distribution to stockholders, before any distribution of assets is made to
holders of common stock or any other class of stock ranking junior to the 7.50%
Preferred Stock upon liquidation, liquidating distributions in the amount of
$1,000 per share (equivalent to $25 per Depositary Share) plus an amount equal
to accrued and unpaid dividends for the then-current dividend period and all
dividend periods prior thereto.

REDEMPTION

     The 7.50% Preferred Stock will not be redeemable prior to September 27,
2006. The 7.50% Preferred Stock will be redeemable, at the option of the
Company, in whole or in part from time to time on or after September 27, 2006,
upon not less than 45 nor more than 90 days' notice, at $1,000 per share
(equivalent to $25 per Depositary Share), plus an amount equal to accrued and
unpaid dividends thereon to the date fixed for redemption.

     The 7.50% Preferred Stock will not be entitled to the benefits of any
sinking fund.

VOTING RIGHTS

     The 7.50% Preferred Stock will have no voting rights except as set forth
below or as otherwise provided by law. In the event that any six quarterly
cumulative dividends, whether consecutive or not, payable upon the 7.50%
Preferred Stock is in arrears, the holders of the 7.50% Preferred Stock will
have the right, voting separately as a class with holders of shares of any one
or more other series of preferred stock ranking on a parity with the 7.50%
Preferred Stock, either as to payment of dividends or the distribution of
assets, and upon which like voting rights have been conferred and are
exercisable, at the next meeting of stockholders called for the election of
directors, to elect two members of the Board of Directors. The right of such
holders of such shares of the 7.50% Preferred Stock to elect (together with the
holders of shares of any one or more other series of preferred stock ranking on
such a parity and upon which like voting rights have been conferred and are
exercisable) members of the Board of Directors of the Company will continue
until such time as all dividends accumulated on such shares of the 7.50%
Preferred Stock have been paid in full, at which time such right will terminate,
subject to revesting in the event of each and every subsequent failure

                                       S-3
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to pay dividends of the character described above. Upon any termination of the
right of the holders of shares of preferred stock, including the 7.50% Preferred
Stock, to vote as a class for directors, the term of office of all directors
then in office elected by such holders voting as a class will terminate
immediately.

     Without the vote or consent of the holders of at least two-thirds of the
outstanding shares of all series of preferred stock, whether voting in person or
by proxy, including the 7.50% Preferred Stock, voting as a single class (except
for any series of preferred stock for which such vote or consent is expressly
not required), the Company may not: (i) create or issue any class of stock
ranking prior to or on a parity with the preferred stock, or any series thereof,
as to the payment of dividends or the distribution of assets; (ii) adopt,
whether by merger, consolidation or otherwise, any amendment to the Company's
restated certificate of incorporation which adversely alters the preferences,
powers and special rights of the preferred stock, provided, however, that if any
such amendment would adversely alter any preference, power, or special right of
one or more but not all of the series of preferred stock, then only the vote or
consent of the outstanding shares of all series of preferred stock so affected,
voting as one class, will be required; or (iii) issue any shares of preferred
stock of any series if the cumulative dividends payable on any series of
Preferred Stock are in arrears. In addition, to the extent that the Company's
Board of Directors is authorized to fix the designations, powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof in respect of additional
series of preferred stock, none of the preferences or rights of any such
additional series as fixed by the Board of Directors shall rank prior to the
7.50% Preferred Stock as to payment of dividends or the distribution of assets
without the consent of the holders of two-thirds of the outstanding shares of
the 7.50% Preferred Stock voting as a class. Certain other voting rights
specified in the Company's restated certificate of incorporation have been
expressly withheld from the holders of 7.50% Preferred Stock by the Company's
Board of Directors.

     On any item in which the holders of 7.50% Preferred Stock are entitled to
vote, such holders will be entitled to one vote for each share held.

     The voting rights applicable to the 7.50% Preferred Stock are equivalent to
the voting rights applicable to the 8 1/4% Preferred which is described under
the heading "Description of Capital Stock -- Description of Authorized Series of
Preferred Stock" in the accompanying prospectus.

CONVERSION RIGHTS

     The holders of the 7.50% Preferred Stock will not have any rights to
convert shares of the 7.50% Preferred Stock into shares of any other class or
series of capital stock (or any other security) of the Company.

                                    TAXATION

     Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the 7.50% Preferred Stock represented by such
Depositary Shares and, accordingly, will be entitled to take into account for
Federal income tax purposes income and deductions to which they would be
entitled if they were holders of such 7.50% Preferred Stock.

     For certain institutional investors, dividends paid on the 7.50% Preferred
Stock may be eligible for the dividends-received deduction ("DRD") under Section
243(a)(1) of the Internal Revenue Code of 1986, as amended. Investors should
consult with their own tax counsel to determine their eligibility for the DRD
with respect to the 7.50% Preferred Stock.

                                       S-4
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                                  UNDERWRITING

     The Company and the underwriters for the offering (the "Underwriters")
named below have entered into an underwriting agreement with respect to the
Depositary Shares. Subject to certain conditions, each Underwriter has severally
agreed to purchase the number of Depositary Shares indicated in the following
table. Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and UBS Warburg LLC
are the representatives of the Underwriters.



                                                              Number of
                      Underwriters                        Depositary Shares
                      ------------                        -----------------
                                                       
Goldman, Sachs & Co.....................................      1,990,000
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated...............................      1,990,000
Morgan Stanley & Co. Incorporated.......................      1,990,000
Salomon Smith Barney Inc................................      1,990,000
UBS Warburg LLC.........................................      1,990,000
A.G. Edwards & Sons, Inc................................        100,000
CIBC World Markets Corp.................................        100,000
Credit Suisse First Boston Corporation..................        100,000
Dain Rauscher Incorporated..............................        100,000
Deutsche Banc Alex. Brown Inc...........................        100,000
First Union Securities, Inc.............................        100,000
Prudential Securities Incorporated......................        100,000
Quick & Reilly Inc......................................        100,000
U.S. Bancorp Piper Jaffrey Inc..........................        100,000
ABN AMRO Incorporated...................................         50,000
Banc of America Securities LLC..........................         50,000
Banc One Capital Markets, Inc...........................         50,000
Bear, Stearns & Co. Inc.................................         50,000
Charles Schwab & Co., Inc...............................         50,000
Fahnestock & Co. Inc....................................         50,000
Gruntal & Co., L.L.C....................................         50,000
H&R Block Financial Advisors............................         50,000
HSBC Securities (USA) Inc...............................         50,000
J.P. Morgan Securities Inc..............................         50,000
Legg Mason Wood Walker, Incorporated....................         50,000
McDonald Investments Inc., A KeyCorp Company............         50,000
Mesirow Financial, Inc..................................         50,000
Morgan Keegan & Company, Inc............................         50,000
Raymond James & Associates, Inc.........................         50,000
The Robinson Humphrey Company...........................         50,000
Spear, Leeds & Kellogg L.P..............................         50,000
TD Securities (USA) Inc.................................         50,000
Tucker Anthony Incorporated.............................         50,000
Wachovia Securities, Inc................................         50,000
William Blair & Company, L.L.C..........................         50,000
Blaylock & Partners, L.P................................         25,000
Muriel Siebert & Co., Inc...............................         25,000
Utendahl Capital Partners, L.P..........................         25,000
The Williams Capital Group, L.P.........................         25,000
                                                             ----------
          Total.........................................     12,000,000
                                                             ==========


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     Depositary Shares sold by the Underwriters to the public will initially be
offered at the initial price to the public set forth on the cover of this
Prospectus. Any Depositary Shares sold by the Underwriters to securities dealers
may be sold at a discount of up to $0.50 per share from the initial price to
public. Any such securities dealers may resell any shares purchased from the
Underwriters to certain other brokers or dealers at a discount of up to $0.40
per share from the initial price to public. If all the shares are not sold at
the initial price to public, the representatives may change the offering price
and the other selling terms.

     The Depositary Shares are a new issue of securities with no established
trading market. The Company has applied to list the Depositary Shares on the
NYSE. The Company expects trading of the Depositary Shares on the NYSE to
commence within a 30-day period after the initial delivery of the Depositary
Shares. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Depositary Shares but are not obligated to do so
and may discontinue any such market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the
Depositary Shares.

     In connection with the offering, the Underwriters may purchase and sell
Depositary Shares on the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions by short sales.
Short sales involve the sale by the Underwriters of a greater number of
Depositary Shares than they are required to purchase in the offering. "Naked"
short sales are any sales in excess of the amount of Depositary Shares that the
Underwriters purchase from the Company. The Underwriters must close out any
naked short position by purchasing Depositary Shares in the open market. A naked
short position is more likely to be created if the Underwriters are concerned
that there may be downward pressure on the price of the Depositary Shares in the
open market after pricing that could adversely affect investors who purchase in
the offering. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the
Depositary Shares while the offering is in progress.

     The Underwriters may also impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives have repurchased Depositary
Shares sold by or for the account of such Underwriter in stabilizing or short
covering transactions.

     These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Depositary Shares. As a result, the price of the
Depositary Shares may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
Underwriters at any time. These transactions may be effected on the NYSE, in the
over-the-counter market or otherwise.

     Each Underwriter offering Depositary Shares acknowledges that (i) it has
not offered or sold and will not offer or sell in Hong Kong, by means of any
document, any Depositary Shares other than to persons whose ordinary business it
is to buy or sell shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap. 32) of Hong Kong and (ii) it has not issued or
had in its possession for the purpose of issue and will not issue or have in its
possession for the purpose of the issue any invitation or advertisement relating
to the Depository Shares in Hong Kong (except if permitted to do so by the
securities laws of Hong Kong), other than with respect to Depositary Shares
intended to be disposed of to persons outside Hong Kong or to be disposed of
only to persons whose business involves the acquisition, disposal or holding of
securities, whether as principal or as agent.

     The Company estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$200,000.

     The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.

                                       S-6
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     In the ordinary course of their respective businesses, certain of the
Underwriters or their affiliates have provided, and may in the future provide,
investment banking and/or commercial banking services for the Company for which
they were paid, and may be paid, customary fees and commissions.

     It is expected that delivery of the Depositary Shares will be made against
payment therefor on or about the date specified in the last paragraph of the
cover page of this Prospectus Supplement, which is the fifth business day
following the date hereof. Under Rule 15c6-1 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in three business days, unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade Depositary Shares on the date hereof or the next succeeding
business day will be required, by virtue of the fact that the Depositary Shares
initially will settle in T+5, to specify an alternate settlement cycle at the
time of any such trade to prevent a failed settlement and should consult their
own advisor.

                                 LEGAL MATTERS

     John W. Blenke, the Vice President -- Corporate Law and Assistant Secretary
of Household International, Inc., will issue a legal opinion concerning the
validity of the 7.50% Preferred Stock and the Depositary Shares. Certain legal
matters will be passed upon for the Underwriters by McDermott, Will & Emery,
Chicago, Illinois. Mr. Blenke is a full-time employee and an officer of
Household International, Inc. and owns, and holds options to purchase, shares of
common stock of Household International, Inc.

                                    EXPERTS

     The financial statements and schedules incorporated by reference in the
accompanying prospectus have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference in reliance upon the authority of said firm as experts
in giving said reports.

                           FORWARD-LOOKING STATEMENTS

     This prospectus supplement, the accompanying prospectus and the information
incorporated by reference in the prospectus include forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These forward-looking statements are based on our management's
beliefs and assumptions and on information currently available to our
management. Forward-looking statements include information concerning our
possible or assumed future results of operations and statements preceded by,
followed by or that include the words "will," "believes," "expects,"
"anticipates," "intends," "plans," "estimates," "should" or similar expressions.

     Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. Factors that could cause actual results to differ
from these forward-looking statements include, but are not limited to, those
discussed elsewhere in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference in the prospectus. You should not
put undue reliance on any forward-looking statements after we distribute this
prospectus supplement.

                                       S-7
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                         HOUSEHOLD INTERNATIONAL, INC.
                                 $3,000,000,000
                                DEBT SECURITIES
                                      AND
                      WARRANTS TO PURCHASE DEBT SECURITIES

                      PREFERRED STOCK (WITHOUT PAR VALUE)
                               DEPOSITARY SHARES
                    COMMON STOCK (PAR VALUE $1.00 PER SHARE)
                            STOCK PURCHASE CONTRACTS
                              STOCK PURCHASE UNITS

     We will provide the specific terms of the particular securities issued
under this prospectus in a prospectus supplement for the securities offered. You
should read this prospectus and any prospectus supplement carefully before you
invest.

     Our common stock is listed on the New York Stock Exchange under the trading
symbol HI.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                      Prospectus dated September 10, 2001.
   9

                               PROSPECTUS SUMMARY

     This summary provides a brief overview of Household and the general terms
of securities being offered by this prospectus. For a more complete
understanding of the terms of the offered securities, before making your
investment decision, you should carefully read:

     - this prospectus;

     - the accompanying prospectus supplement, which explains the specific terms
       of the securities being offered and updates the information in the
       prospectus; and

     - the documents referred to in "Where You Can Find More Information" for
       information on Household, including its financial statements.

HOUSEHOLD INTERNATIONAL, INC.

     Household is a holding company whose businesses focus on consumer lending.
Through our subsidiaries, we offer numerous consumer lending products to
consumers in the United States, Canada and the United Kingdom, including real
estate secured loans, revolving and closed-end unsecured loans, retail
installment sales finance loans, tax refund anticipation loans, auto finance
loans, private label credit cards and Mastercard* and Visa* credit cards. Also
in conjunction with our business, we offer credit and specialty insurance in the
United States, Canada and the United Kingdom.

     Household's principal executive office is at 2700 Sanders Road, Prospect
Heights, Illinois 60070, and its telephone number is (847) 564-5000.

THE SECURITIES HOUSEHOLD MAY OFFER

     We may use this prospectus to offer up to $3,000,000,000 of:

     - debt securities;

     - warrants to purchase debt securities;

     - preferred stock (without par value);

     - depositary shares;

     - common stock (par value $1.00 per share), stock purchase contracts and
       stock purchase units.

     A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these securities when offered.

DEBT SECURITIES

     Debt securities to be offered are unsecured general obligations of
Household in the form of senior unsecured debt which ranks equally with our
other unsecured senior debt. The senior unsecured debt will be issued under
either an indenture between us and Allfirst Bank or an indenture between us and
BNY Midwest Trust Company. Below is a summary of the general features of the
debt securities under these indentures. For a more detailed description of their
features, see "Description of Debt Securities" below.

     General Indenture Provisions:

     - each indenture provides that debt securities may be issued from time to
       time in one or more series;

     - neither indenture limits the amount of debt securities Household can
       issue;

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

* MasterCard is a registered trademark of MasterCard International, Inc. and
  VISA is a registered trademark of Visa USA, Inc.
                                        2
   10

     - each indenture contains a covenant that we will not issue, assume or
       guarantee any indebtedness secured by a mortgage, security interest,
       pledge or lien of or upon any of our property that we now own or
       subsequently acquire, unless the currently outstanding debt securities
       are, by supplemental indenture, effectively secured by a security
       interest that is equal and ratable with all other indebtedness secured by
       the indenture, subject to certain exceptions described in "Debt
       Securities--Covenant Against Pledges or Liens";

     - under each indenture, we may satisfy our obligations under the debt
       securities or be released from the obligation to comply with requirements
       of the indenture, with respect to a specific series, at any time by
       depositing sufficient amounts of cash or U.S. government securities with
       the trustee to pay these obligations under the particular securities when
       due;

     - each indenture provides that holders of a majority in principal amount of
       each series of debt securities may vote to change Household's obligations
       or your rights concerning these securities. However, changes in the
       financial terms of that security, including payment of principal or
       interest or premium, or a reduction in the previously stated percentage
       of the debt securities, cannot be made unless every holder affected by
       the change consents to the change. Without the consent of any holder of
       debt securities, Household can amend or supplement the indenture in
       limited circumstances including to cure any ambiguity, defect or
       inconsistency, to provide for the assumption of Household's obligations
       by another entity, to make changes that do not adversely affect the
       rights of any holders of debt securities and to provide for a new series
       of securities. See "Description of Debt Securities--Modification of
       Indentures" for more information; and

     - each indenture allows Household to merge or consolidate with another
       company so long as the other company is domiciled in the U.S. and after
       giving effect to the succession, there will be no default under the
       indenture.

     EVENTS OF DEFAULT

     The events of default specified in each indenture include:

     - failure to pay interest for 30 days;

     - failure to pay principal or premium when due;

     - failure to deposit funds into any sinking fund for a series of debt
       securities that is required to have a sinking fund;

     - failure to perform other covenants of the indenture for 60 days after
       notice; and

     - certain events of bankruptcy, insolvency or reorganization.

     REMEDIES

     If there were an event of default, the trustee or holders of 25% of the
principal amount of debt securities outstanding in a series could demand that
the principal be paid immediately. However, holders of a majority in principal
amount of the securities in that series could rescind that acceleration of the
debt securities.

WARRANTS TO PURCHASE DEBT SECURITIES

     We may issue, together with any debt securities offered or separately,
warrants for the purchase of other debt securities. We will issue a series of
warrants under a warrant agreement between us and a bank or trust company.

     The holder of the warrant is entitled to purchase debt securities by paying
the exercise price provided in the prospectus supplement relating to the
warrant.

                                        3
   11

PREFERRED STOCK

     We may issue preferred stock with various terms to be established by an
offering committee designated by our board of directors. Each series of
preferred stock will be more fully described in the particular prospectus
supplement that will accompany this prospectus, including the dividend rate,
liquidation preference, redemption rights, if any, voting rights, conversion or
sinking fund provisions, if any, and other special terms as determined by the
offering committee.

     Generally, each series of preferred stock will rank on an equal basis with
each other series of preferred stock and will rank prior to Household's common
stock.

DEPOSITARY SHARES

     We may elect to issue depositary shares representing fractional shares of
preferred stock. Each series of depositary shares will be more fully described
in the prospectus supplement that will accompany this prospectus. The depositary
shares will be evidenced by depositary receipts and issued under a deposit
agreement between Household and a bank or trust company.

COMMON STOCK

     We may issue our common stock. Holders of common stock are entitled to
receive dividends when declared by our board of directors. Each holder of common
stock is entitled to one vote per share. The holders of common stock have no
preemptive rights or cumulative voting rights.

     We may also issue Stock Purchase Contracts and Stock Purchase Units.

USE OF PROCEEDS

     We will use the net proceeds we receive from any offering of these
securities for general corporate purposes unless otherwise indicated in the
accompanying prospectus supplement.

PLAN OF DISTRIBUTION

     We may sell the securities being offered in any of the following ways:

     - to or through underwriters or dealers;

     - by ourselves directly;

     - through agents; or

     - through a combination of any of these methods of sale.

     The prospectus supplement will explain the ways we sell specific
securities, including the names of any underwriters and details of the pricing
of the securities, as well as commissions, concessions or discounts we are
granting the underwriters, dealers or agents.

                           FORWARD-LOOKING STATEMENTS

     This prospectus, the accompanying prospectus supplement and the information
incorporated by reference in this prospectus include forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These forward-looking statements are based on our management's
beliefs and assumptions and on information currently available to our
management. Forward-looking statements include information concerning our
possible or assumed future results of operations and statements preceded by,
followed by or that include the words "will," "believes," "expects,"
"anticipates," "intends," "plans," "estimates," "should" or similar expressions.

     Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. Factors that could cause actual results to

                                        4
   12

differ from these forward-looking statements include, but are not limited to,
those discussed elsewhere in this prospectus, the accompanying prospectus
supplement and the documents incorporated by reference in this prospectus. You
should not put undue reliance on any forward-looking statements after we
distribute this prospectus.

                         HOUSEHOLD INTERNATIONAL, INC.

     Household was formed in 1981 as a holding company for various subsidiaries
which operated in the financial services, manufacturing, transportation and
merchandising industries. Household traces its origin back to an office
established in 1878. In 1985 we initiated a restructuring program that resulted
in the sale of our merchandising, transportation and manufacturing businesses.
Our operational focus is on the areas of consumer lending that we believe offer
us the best opportunity to achieve the highest returns on our capital.
Household's principal executive office is located at 2700 Sanders Road, Prospect
Heights, Illinois 60070 (telephone: 847-564-5000).

     Through our subsidiaries, we offer numerous consumer lending products
primarily to middle-market consumers in the United States, the United Kingdom
and Canada. We offer real estate secured loans, auto finance loans, tax refund
anticipation loans, MasterCard and Visa credit cards, private label credit
cards, retail installment sales finance loans and other types of unsecured
loans. Also in conjunction with our business, we make credit life, credit
accident, health and disability, term and speciality insurance available to our
customers in the United States, Canada and the United Kingdom.

     Household is principally a holding company whose primary source of funds is
cash received from its subsidiaries, in the form of dividends and borrowings
under intercorporate agreements. Dividend distributions to us from our savings
and loan, banking and insurance subsidiaries may be restricted by foreign,
federal and state laws and regulations. Dividend distributions from our foreign
subsidiaries may also be restricted by exchange controls of the country in which
the subsidiary is located. Also, as a holding company the rights of any of our
creditors or stockholders to participate in the assets of any of our
subsidiaries upon our liquidation or recapitalization will be subject to the
prior claims of the subsidiary's creditors, except in cases where we are a
creditor with recognized claims against the subsidiary. Nevertheless, there are
no restrictions that currently materially limit our ability to make payments to
our creditors or to pay dividends on our preferred stock or common stock at
current levels. Also, there are no restrictions which we reasonably believe are
likely to materially limit future payments to our creditors or of dividends.

                                USE OF PROCEEDS

     We will use the proceeds from the sale of the securities for general
corporate purposes, which may include the funding of investments in or
extensions of credit to our subsidiaries, the reduction of outstanding
indebtedness, the financing of possible acquisitions or business expansion by us
or our subsidiaries, or for any other purpose set forth in prospectus
supplement.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock dividends for Household and
subsidiaries for the periods indicated below was as follows:



                                                               SIX MONTHS
                                                                 ENDED
                                                                JUNE 30,             YEAR ENDED DECEMBER 31,
                                                             --------------    ------------------------------------
                                                             2001      2000    2000    1999    1998    1997    1996
                                                             ----      ----    ----    ----    ----    ----    ----
                                                                                          
Ratio of Earnings to Fixed Charges.......................    1.61      1.64    1.65    1.79    1.37    1.58    1.54
Ratio of Earnings to Combined Fixed Charges and Preferred
  Stock Dividends........................................    1.60      1.64    1.65    1.78    1.36    1.56    1.51


                                        5
   13

     For purposes of calculating the above ratios, earnings consist of net
income to which has been added income taxes and fixed charges. Fixed charges
consist of interest on all indebtedness (including capitalized interest) and
one-third of rental expense (approximate portion representing interest).
Preferred stock dividends represent an amount equal to income, before income
tax, which would be required to meet the dividends on preferred stocks. The
December 31, 1998 ratio has been negatively impacted by one-time merger and
integration related costs associated with the merger of Household International
and Beneficial Corporation. Excluding the merger and integration related costs
of $751 million after-tax, the December 31, 1998 ratio of earnings to fixed
charges would have been 1.75 and our ratio of earnings to combined fixed charges
and preferred stock dividends would have been 1.74.

                         DESCRIPTION OF DEBT SECURITIES

     The following describes the material terms and provisions common to each
series of debt securities to which any prospectus supplement may relate. The
accompanying prospectus supplement gives you additional information specific to
the debt securities being offered.

     We may offer one or more series of debt securities which will constitute
unsecured senior debt and will rank equally with our other unsecured senior
debt. The debt securities will be issued under either an indenture dated as of
October 1, 1993, between us and Allfirst Bank, as trustee, or an indenture dated
as of January 1, 1995, between us and BNY Midwest Trust Company, as trustee.
Allfirst Bank and BNY Midwest Trust Company are individually referred to as
"trustee" and collectively referred to as the "trustees" in this prospectus.
Forms of the indentures have been filed with the SEC and are incorporated by
reference in the registration statement we filed under the Securities Act of
1933 and of which this prospectus is a part. See "Where You Can Find More
Information."

     The following briefly summarizes the material provisions of the indentures
and the debt securities, other than pricing and related terms which will be
disclosed in the applicable prospectus supplement. You should read the more
detailed provisions of the applicable indenture, including the defined terms,
for provisions that may be important to you. You should also read the particular
terms of the series of debt securities being offered, which will be described in
more detail in the applicable prospectus supplement. Copies of the indentures
may be obtained from Household or the applicable trustee. So that you may easily
locate the more detailed provisions, the numbers in parentheses below refer to
sections in the indentures. Wherever particular sections or defined terms of the
indentures are referred to, such sections or defined terms are incorporated into
this prospectus by reference, and the statements in this prospectus are
qualified by that reference.

GENERAL

     The indentures provide that debt securities may be issued from time to time
in one or more series. The indentures do not limit the aggregate principal
amount of debt securities, except as may be otherwise provided with respect to
any particular series of debt securities being offered.

     The applicable prospectus supplement will describe the specific terms of
the series of debt securities being offered. The following terms may be
included:

     - the title of the debt securities;

     - any limit on the aggregate principal amount of the debt securities;

     - the price, expressed as a percentage of the total principal amount of
       that series of debt securities, we will be paid for the debt securities
       and the initial offering price, if any, at which the offered debt
       securities will be offered to the public;

     - the currency, currencies or currency units for which the debt securities
       may be purchased and the currency, currencies or currency units in which
       the principal of and any interest on the debt securities may be payable;

     - the date or dates on which the debt securities will mature;

                                        6
   14

     - the rate or rates, which may be fixed or variable, at which the debt
       securities will bear interest, if any;

     - the date from which such interest, if any, on the debt securities will
       accrue, the dates on which interest, if any, will be payable;

     - the date on which payment of interest, if any, will commence and the
       regular record dates for interest payment dates, if any;

     - the dates, if any, on which and the price or prices at which the debt
       securities will, under mandatory sinking fund provisions, or may, under
       any optional sinking fund or purchase fund provisions, be redeemed by us,
       and the other detailed terms and provisions of sinking and/or purchase
       funds;

     - the date, if any, after which and the price or prices at which the debt
       securities may, under any optional redemption provisions, be redeemed at
       our option or the option of holder of the securities and the other
       detailed terms and provisions of optional redemption;

     - the denominations in which the debt securities are authorized to be
       issued;

     - the securities exchange, if any, on which the debt securities will be
       listed;

     - additional provisions, if any, of the debt securities; and

     - the indenture under which the debt securities are to be issued.

     With respect to debt securities sold through dealers acting as agents, the
maturities and interest rates of debt securities may be established by us from
time to time and, if not set forth in the applicable prospectus supplement, will
be made available through such dealers.

     If any of the debt securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of debt
securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to the issue of debt securities and such currencies or currency
units will be set forth in the appropriate prospectus supplement.

     Debt securities may be issued as original issue discount securities to be
offered and sold at a discount below their stated principal amount. "Original
issue discount securities" means any debt securities that provide for an amount
less than the stated principal amount of those securities to be due and payable
upon a declaration of acceleration of the maturity of those securities upon an
event of default. As used in the following summary of certain terms of the debt
securities, the term "principal amount" means, in the case of any original issue
discount security, the amount that would then be due and payable upon
acceleration of the maturity of the securities, as specified in those debt
securities.

BOOK-ENTRY SYSTEM

     All of the debt securities we offer will be issued in book-entry only form.
This means that we will not issue actual notes or certificates. Instead, we will
issue global notes in registered form (each a "Global Note"). Each Global Note
is held through DTC, as Depositary, and is registered in the name of Cede & Co.,
as nominee of DTC. Accordingly, Cede & Co. will be the holder of record of the
debt securities. Each note represents a beneficial interest in a Global Note.

     Beneficial interests in a Global Note are shown on, and transfers are
effected through, records maintained by DTC or its participants. In order to own
a beneficial interest in a note, you must be an institution that has an account
with DTC or have a direct or indirect account with such an institution.
Transfers of ownership interests in the debt securities will be accomplished by
making entries in the books of DTC participants' acting on behalf of beneficial
owners. Beneficial owners of these debt securities will not receive certificates
representing their ownership interest, unless the use of the book- entry system
is discontinued. So long as DTC or its nominee is the registered owner of a
Global Note, DTC or its nominee, as the case may be, will be the sole holder of
the debt securities represented thereby for all purposes, including payment of
principal and interest, under the indenture. Except as otherwise provided below,
the beneficial owners of the debt securities are not entitled to receive
physical delivery of certificated debt securities and will not be considered the
holders

                                        7
   15

for any purpose under the indenture. Accordingly, each beneficial owner must
rely on the procedures of DTC and, if such beneficial owner is not a DTC
participant, on the procedures of the DTC participant through which such
beneficial owner owns its interest in order to exercise any rights of a holder
of a note under the indenture. The laws of some jurisdictions require that
certain purchasers of debt securities take physical delivery of such debt
securities in certificated form. Those limits and laws may impair the ability to
transfer beneficial interests in the debt securities.

     Each Global Note representing debt securities will be exchangeable for
certificated debt securities of like tenor and terms and of differing authorized
denominations in a like aggregate principal amount, only if (i) DTC notifies us
that is unwilling or unable to continue as Depositary for the Global Notes or we
become aware that DTC has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934 and, in any such case we fail to appoint a
successor to DTC within 60 calendar days, (ii) we, in our sole discretion,
determine that the Global Notes shall be exchangeable for certificated debt
securities or (iii) an event of default has occurred and is continuing with
respect to the debt securities under the indenture. Upon any such exchange, the
certificated debt securities shall be registered in the names of the beneficial
owners of the Global Notes representing the debt securities.

     The following is based on information furnished by DTC:

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among direct participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in direct participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to DTC and its direct and indirect participants
are on file with the SEC.

     Purchases of the debt securities under the DTC system must be made by or
through direct participants, which will receive a credit for the debt securities
on DTC's records. The beneficial interest of each actual purchaser of each note
is in turn to be recorded on the direct and indirect participants' records.
Beneficial owners will not receive written confirmation from DTC of their
purchase, but beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the direct or indirect participant through which the beneficial
owner entered into the transaction. Transfers of beneficial interests in the
debt securities are to be accomplished by entries made on the books of direct
and indirect participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their beneficial interest in
debt securities, except in the event that use of the book-entry system for the
debt securities is discontinued.

     To facilitate subsequent transfers, all debt securities deposited by direct
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of the debt securities with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of the debt securities; DTC's records reflect only the identity of the
direct participants to whose accounts such debt securities are credited, which
may or may not be the beneficial owners. The direct and indirect participants
will remain responsible for keeping account of their holdings on behalf of their
customers.

     Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participant's to beneficial owners will be governed
                                        8
   16

by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time. Beneficial owners of the debt securities
may wish to take certain steps to augment transmission to them of notices of
significant events with respect to the debt securities, such as redemption,
tenders, defaults, and proposed amendments to the security documents. Beneficial
owners of the debt securities may wish to ascertain that the nominee holding the
debt securities for their benefit has agreed to obtain and transmit notices to
beneficial owners, or in the alternative, beneficial owners may wish to provide
their names and addresses to the registrar and request that copies of the
notices be provided directly to them.

     Neither DTC nor Cede & Co. will consent or vote with respect to the debt
securities. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon
as possible after the regular record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those direct participants to whose accounts
the debt securities are credited on the regular record date (identified in a
listing attached to the Omnibus Proxy).

     We will pay principal and any premium or interest payments on the debt
securities in immediately available funds directly to DTC. DTC's practice is to
credit direct participants' accounts on the applicable payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on such date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name." These payments will be
the responsibility of these participants and not of DTC or any other party,
subject to any statutory or regulatory requirements that may be in effect form
time to time. Payment of principal and any premium or interest to DTC is our
responsibility, disbursement of such payments to direct participants is the
responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of the direct or indirect participant.

     We will send any redemption notices to Cede & Co. If less than all of the
debt securities are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each direct participant in such issue to be redeemed.

     DTC may discontinue providing its services as securities depository for the
debt securities at any time by giving us reasonable notice. Under such
circumstances, if a successor securities depository is not obtained, we will
print and deliver certificated debt securities.

     The information in this section concerning DTC and DTC's system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.

PAYMENT OF PRINCIPAL AND INTEREST

     Unless a different place is specified in the prospectus supplement with
respect to any particular series of debt securities, principal of and interest,
if any, on debt securities will be payable at the office or agency of the
trustee in either Baltimore, Maryland, with respect to the indenture with
Allfirst Bank, or in Chicago, Illinois, with respect to the indenture with BNY
Midwest Trust Company. However, payment of interest may be made at our option by
check or draft mailed to the person entitled to the payment.

COVENANT AGAINST CREATION OF PLEDGES OR LIENS

     All debt securities issued under the indentures will be unsecured. In the
indentures we covenant that, with the exceptions listed below, we will not
issue, assume or guarantee any indebtedness for borrowed money secured by a
mortgage, security interest, pledge or lien ("security interest") of or upon any
of our property that we now own or subsequently acquire, unless the currently
outstanding debt securities are, by supplemental indenture, effectively secured
by a security interest that is equal and ratable with all other indebtedness
secured by the indenture. The term "indebtedness for borrowed money" does not
include any guarantee or other recourse obligation in connection with the sale,
securitization or discount by us or any of our subsidiaries of finance or
accounts receivable, trade acceptances, or other paper arising in the ordinary
course of its business.

                                        9
   17

     The above covenant does not apply to:

          (1) security interests to secure the payment of the purchase price on
     property, shares of capital stock, or indebtedness acquired by us or the
     cost of construction or improvement of such property or the refinancing of
     all or any part of such secured indebtedness, provided that such security
     interests do not apply to any other property, shares of capital stock, or
     indebtedness of Household;

          (2) security interests on property, shares of capital stock, or
     indebtedness existing at the time of acquisition by us;

          (3) security interests on property of a corporation which security
     interests exist at the time such corporation merges or consolidates with or
     into us or which security interests exist at the time of the sale or
     transfer of all or substantially all of the assets of such corporation to
     us;

          (4) security interests of us to secure any of our indebtedness to a
     subsidiary;

          (5) security interests in property of ours in favor of the United
     States of America or any state or agency or instrumentality thereof, or in
     favor of any other country or political subdivision, to secure partial,
     progress, advance, or other payments pursuant to any contract or statute or
     to secure any indebtedness incurred for the purpose of financing or
     refinancing all or any part of the purchase price or the cost of
     construction of the property subject to such security interests;

          (6) security interests on properties financed through tax exempt
     municipal obligations, provided that such security interests are limited to
     the property so financed;

          (7) security interests existing on the date of the applicable
     indenture; and

          (8) any extension, renewal, refunding, or replacement, or successive
     extensions, renewals, refundings, or replacements, in whole or in part, of
     any security interest referred to in the above clauses, provided, however,
     that the principal amount of indebtedness secured in the extension,
     renewal, refunding, or replacement does not exceed the principal amount of
     indebtedness secured at the time by the security interest, and provided
     further, that the extension, renewal, refunding, or replacement of the
     security interest is limited to all or part of the property subject to the
     security interest extended, renewed, refunded, or replaced.

     Notwithstanding the foregoing, we may, without equally and ratably securing
the debt securities, issue, assume, or guarantee indebtedness secured by a
security interest not excepted in clauses (1) through (7) above, if the total
amount of such indebtedness, together with all other indebtedness of, or
guaranteed by, Household existing at the time and secured by security interests
not so excepted, does not at the time exceed 10% of our consolidated net worth.
In addition, an arrangement with any person providing for the leasing by us of
any property, that has been or is to be sold or transferred by us to such person
with the intention that the property be leased back to us, shall not be deemed
to create any indebtedness secured by a security interest if the lease
obligation would not be included as liabilities on our consolidated balance
sheet. The holders of not less than a majority in principal amount of the debt
securities at the time outstanding under an indenture, on behalf of the holders
of all of the debt securities issued under the indenture, may waive compliance
with the foregoing covenant. (Section 3.08)

SATISFACTION, DISCHARGE AND DEFEASANCE OF THE INDENTURES AND DEBT SECURITIES

     If trust funds for the benefit of the holders of debt securities of a
particular series are deposited with the trustee for the purpose stated below,
an amount, in money or the equivalent in securities of the United States or
securities the principal of and interest on which is fully guaranteed by the
United States, sufficient to pay the principal, premium, if any, and interest,
if any, on such series of debt securities on the dates such payments are due in
accordance with the terms of such series of debt securities through their
maturity, and if we have paid or caused to be paid all other sums payable by it
under the applicable indenture with respect to such series, then we will be
considered to have satisfied and discharged the entire indebtedness represented
by such series of debt securities and all of our obligations under the indenture
with respect to that series, except as otherwise provided in the indenture. In
the event of any such discharge, holders of such debt securities will be
                                        10
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able to look only to the trust funds for payment of principal, premium, if any,
and interest, if any, on their debt securities. (Section 6.03)

     For federal income tax purposes, any such defeasance may be treated as a
taxable exchange of the related debt securities for an issue of obligations of
the trust or a direct interest in the cash and securities held in the trust. In
that case, holders of the applicable debt securities may recognize a gain or
loss as if the trust obligations or the cash or securities deposited, as the
case may be, had actually been received by them in exchange for their debt
securities. Such holders thereafter would be required to include in income a
share of the income, gain or loss of the trust. The amount so required to be
included in income could be a different amount than would be includable in the
absence of defeasance.You are urged to consult your own tax advisor as to the
specific consequences to you of defeasance.

CONCERNING THE TRUSTEES

     We and certain of our subsidiaries maintain banking relationships with each
of the trustees or their affiliates. The trustees also may be trustees under
other indentures of Household or our subsidiaries under which outstanding senior
or subordinated unsecured debt securities have been issued. The trustees or
their affiliates may also have other financial relationships with us and our
subsidiaries.

MODIFICATION OF INDENTURES

     Under each indenture, the holders of a majority in principal amount of each
series of debt securities at the time outstanding under the indenture may enter
into supplemental indentures for the purpose of amending or modifying, in any
manner, provisions of the indenture or of any supplemental indenture modifying
the rights of holders of such series of debt securities. However, no
supplemental indenture, without the consent of the holder of each outstanding
debt security affected by the supplemental indenture, shall:

     - change the maturity of the principal of, or any installment of interest
       on any debt security, or reduce the principal amount of the debt security
       or the interest on it or any premium payable upon the redemption of it,
       or

     - reduce the previously stated percentage of the debt securities, the
       consent of the holders of which is required for the execution of any such
       supplemental indenture or for any waiver of compliance with any covenant
       or condition in such indenture. (Section 11.02)

     Each indenture contains provisions permitting us to amend or supplement the
indenture without the consent of any holder of debt securities under certain
circumstances, including:

     - to cure any ambiguity, defect or inconsistency in the indenture, any
       supplemental indenture, or in the debt securities of any series;

     - to evidence the succession of another corporation to Household and to
       provide for the assumption of all of our obligations under the debt
       securities and the indenture by such corporation;

     - to provide for uncertificated debt securities in addition to certificated
       debt securities;

     - to make any change that does not adversely affect the rights of holders
       of debt securities issued under the indenture;

     - to provide for a new series of debt securities; or

     - to add to rights of holders of debt securities or add additional events
       of default. (Section 11.01)

SUCCESSOR ENTITY

     Each indenture provides that we may not consolidate with or merge into, or
transfer, sell or lease our properties and assets as, or substantially as, an
entirety to another entity unless the successor entity is a corporation
incorporated within the United States and, after giving effect to the
succession, no default under

                                        11
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the indenture shall have occurred and be continuing. Thereafter, except in the
case of a lease, all of our obligations under the indenture terminate. (Sections
10.01 and 10.02)

EVENTS OF DEFAULT

     Each indenture defines the following as events of default with respect to
any series of debt securities:

     - default for 30 days in the payment of any interest upon any debt security
       of such series issued under the indenture;

     - default in the payment of any principal of or premium on any such debt
       security;

     - default for 30 days in the deposit of any sinking fund or similar payment
       for the series of debt securities;

     - default for 60 days after notice in the performance of any other covenant
       in the indenture;

     - certain defaults for 30 days after notice in the payment of principal or
       interest, or in the performance of other covenants with respect to
       borrowed money under another indenture in which the trustee for the debt
       securities is trustee which results in the principal amount of such
       indebtedness becoming due and payable prior to maturity, which
       acceleration has not been rescinded or annulled; and

     - certain events of bankruptcy, insolvency or reorganization.

     We are required to file with each trustee annually an officers' certificate
as to the absence of certain defaults under the indenture. (Sections 7.01 and
3.05)

     If an event of default with respect to debt securities of any series at the
time outstanding occurs and is continuing, either the trustee or the holders of
not less than 25% in principal amount of the outstanding debt securities of such
series by notice as provided in the indenture may declare the principal amount
and all accrued but unpaid interest of all the debt securities of the series to
be due and payable immediately. At any time after a declaration of acceleration
for debt securities of any series has been made, but before the trustee has
obtained a judgment or decree for payment of money, the holders of not less than
a majority in principal amount of outstanding debt securities of such series
may, under certain circumstances, rescind or annul their declaration of
acceleration. (Section 7.02)

     The holders of not less than a majority in principal amount of the
outstanding debt securities of each series may, on behalf of all holders of debt
securities of their series, waive any past default under the indenture and its
consequences with respect to debt securities of such series, except a default in
the payment of principal of or premium, if any, or interest, if any, on any debt
securities of such series, or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the holder
of each outstanding debt security of such series affected. (Section 7.13)

     Under each indenture, the trustee may withhold notice to holders of debt
securities of any default (except in payment of the principal of (or premium, if
any) or interest on any debt security issued under the indenture or in the
payment of any sinking fund or similar payment) if it considers it in the
interest of holders of debt securities to do so. (Section 8.02)

     Holders of debt securities may not enforce an indenture except as provided
therein. (Section 7.07) The holders of a majority in principal amount of the
outstanding debt securities issued under an indenture may direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the trustee. (Section
7.12) The trustee will not be required to comply with any request or direction
of holders of debt securities pursuant to the indenture unless offered indemnity
against costs and liabilities which might be incurred by the trustee as a result
of such compliance. (Section 8.03(e))

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              DESCRIPTION OF WARRANTS TO PURCHASE DEBT SECURITIES

     The following briefly summarizes the material terms and provisions of the
warrants to purchase debt securities, other than pricing and related terms
disclosed in the accompanying prospectus supplement. You should read the
particular terms of the warrants that are offered by us, which will be described
in more detail in a prospectus supplement. The prospectus supplement also will
state whether any of the general provisions summarized below do not apply to the
warrants being offered.

     We may issue, together with any debt securities offered by any prospectus
supplement or separately, warrants for the purchase of other debt securities.
The warrants will be issued under warrant agreements between Household and a
bank or trust company, as warrant agent, all as set forth in the prospectus
supplement relating to the particular issue of warrants. A single bank or trust
company may act as warrant agent for more than one series of warrants. The
warrant agent will act solely as the agent of Household under the applicable
warrant agreement and will not assume any obligation of agency or trust for or
with any owners of the warrants. A copy of the forms of warrant agreement,
including the form of warrant certificates representing the warrants, reflecting
the alternative provisions to be included in the warrant agreements that will be
entered into with respect to particular offerings of warrants, is incorporated
by reference to the registration statement of which this prospectus is a part.
You should read the more detailed provisions of the warrant agreement and the
warrant certificates for provisions that may be important to you, including the
definitions of certain terms.

GENERAL

     The applicable prospectus supplement will describe the terms of the
warrants, the warrant agreement relating to the warrants and the warrant
certificates representing the warrants being offered. The following terms may be
included:

     - the designation, aggregate principal amount, and terms of the debt
       securities purchasable upon exercise of the warrants;

     - the designation and terms of any related debt securities with which the
       warrants are issued and the number of warrants issued with each such debt
       security;

     - the date, if any, on and after which the warrants and the related debt
       securities will be separately transferable;

     - the principal amount of debt securities purchasable upon exercise of one
       offered warrant and the price at which the principal amount of debt
       securities may be purchased upon such exercise;

     - the date on which the right to exercise the warrants shall commence and
       the date ("expiration date") on which such right shall expire;

     - whether the warrants represented by the warrant certificates will be
       issued in registered or bearer form, and if registered, where they may be
       transferred and registered; and

     - any other terms of the warrants.

     Warrant certificates will be exchangeable on the terms specified in the
prospectus supplement for new warrant certificates of different denominations,
and warrants may be exercised at the corporate trust office of the warrant agent
or any other office indicated in the prospectus supplement. Prior to the
exercise of their warrants, holders of warrants will not have any of the rights
of holders of the debt securities purchasable upon such exercise and will not be
entitled to payments of principal of, premium, if any, or interest, if any, on
the debt securities purchasable upon exercise of the warrant.

EXERCISE OF WARRANTS

     A holder of a warrant is entitled to purchase debt securities by paying the
exercise price stated in the prospectus supplement relating to the warrant.
Under each warrant, the holder can purchase the principal amount of debt
securities at the exercise price in the prospectus supplement relating to the
warrants being
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offered by payment of the exercise price in full in the manner specified in the
prospectus supplement. Warrants may be exercised at any time up to the close of
business on the expiration date set forth in the prospectus supplement for the
warrants. After the close of business on the expiration date, unexercised
warrants will become void.

     Upon receipt of payment of the exercise price and the warrant certificate
properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the prospectus supplement, we
will, as soon as practicable, forward the debt securities purchasable upon such
exercise. If less than all of the warrants represented by such warrant
certificate are exercised, a new warrant certificate will be issued for the
remaining amount of warrants.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

     Our restated certificate of incorporation authorizes the issuance of
758,155,004 shares of capital stock of which 8,155,004 shares shall be preferred
stock, without par value, and 750,000,000 shares shall be common stock, par
value $1.00 per share. Although 8,155,004 shares of preferred stock are
authorized, 3,454,635 shares are reserved in the restated articles of
incorporation for a series of convertible preferred stock that was issued in
1981, all of which shares have been converted to common stock, redeemed or
repurchased by Household. As of June 30, 2001, of the remaining 4,700,369
authorized shares of preferred stock, 1,398,279 shares were issued and
outstanding or reserved for issuance as follows: 50,000 shares of 8 1/4%
Cumulative Preferred Stock, Series 1992-A, 407,718 shares of 5.00% Cumulative
Preferred Stock, 103,976 $4.50 Cumulative Preferred Stock, and 836,585 $4.30
Cumulative Preferred Stock were issued and outstanding and 750,000 shares of
Series A Junior Participating Preferred Stock were reserved for issuance. As of
June 30, 2001, 462,280,907 shares of our common stock were issued and
outstanding. All outstanding shares of common stock and preferred stock are
fully paid and non-assessable.

     The following is a brief summary of the material terms of our preferred
stock and common stock. You should read the more detailed provisions of our
restated certificate of incorporation and bylaws and the certificate of
designation, preferences and rights relating to any series of preferred stock
for provisions that may be important to you. See "Where You Can Find More
Information."

PREFERRED STOCK

     Our preferred stock may be issued from time to time in one or more series
as authorized by the board of directors or a duly authorized committee of the
board of directors. The board of directors has adopted a resolution creating an
offering committee of the board with the power to authorize the issuance and
sale of one or more series of preferred stock and to determine the particular
designations, powers, preferences and relative, participating, optional or other
special rights, other than voting rights which shall be fixed by the board of
directors, and qualifications, limitations or restrictions of the preferred
stock. The following description sets forth general terms and provisions of our
preferred stock. Other terms of any series of preferred stock, including the
dividend rate, liquidation preference, redemption rights, if any, voting rights,
conversion or sinking fund provisions, if any, and other special terms as
determined by the offering committee will be set forth in the prospectus
supplement for the series of preferred stock.

     Dividends. Holders of preferred stock will receive, when and as declared by
our board of directors of any funds legally available for that purpose,
dividends in cash at such respective rates, payable on such dates in each year
and in respect of such dividend periods, as stated in our restated certificate
of incorporation or applicable certificate of designation, preferences and
rights for each series of preferred stock. Dividends on preferred stock must be
paid before any dividends may be declared or paid or set apart for payment for
the common stock. No dividend may be declared or paid on any series of preferred
stock unless at the same time a dividend in like proportion to the respectively
designated dividend rates shall be declared or paid on each other series of
preferred stock then issued and outstanding ranking prior to or on a parity with
such particular series with respect to the payment of dividends. Dividends may
be either cumulative or non-cumulative.
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     Liquidation Preference. In the event of dissolution, liquidation or winding
up of Household, whether voluntary or involuntary, holders of preferred stock of
each series will be entitled to payment of the applicable liquidation price or
prices, out of our available assets, after payment to our creditors but in
preference to the holders of the common stock. Our restated certificate of
incorporation, as amended, provides that a consolidation, merger or sale by
Household of its assets as an entirety or substantially as an entirety shall not
be deemed to be a liquidation, dissolution or winding up.

     Redemption. If any dividends on any shares of preferred stock are in
arrears, we may not purchase or redeem any preferred stock or common stock
unless all shares of issued and outstanding preferred stock are redeemed.

     Voting Rights. Voting rights of the holders of preferred stock are
non-cumulative. Holders of preferred stock have only the voting rights outlined
in our restated certificate of incorporation, as amended, or applicable
certificate of designation, preferences and rights or as otherwise provided for
by law.

     Without the vote or consent of the holders of at least two-thirds of the
outstanding shares of all series of preferred stock, except for a series of
preferred stock in which the right is expressly withheld, voting as a single
class, we may not:

     - consolidate or merge with another corporation or corporations or sell all
       or substantially all of our assets;

     - issue any shares of preferred stock of any series if the cumulative
       dividends payable on shares of any series of outstanding preferred stock
       are in arrears;

     - adopt any amendment to our restated certificate of incorporation which
       adversely alters the preferences, powers and special rights of the
       preferred stock, except that if any such amendment would adversely alter
       any preference, power or special right of one or more but not all of the
       series of the preferred stock, then only the vote or consent of the
       outstanding shares of all series of preferred stock so affected, voting
       as one class, shall be required; or

     - increase the authorized amount of the preferred stock, or create or issue
       any class of stock ranking prior to or on a parity with the preferred
       stock, or any series of preferred stock, as to the payment of dividends
       or the distribution of assets.

     In addition, the holders of the outstanding shares of all series of
preferred stock, except for a series of preferred stock in which the right is
expressly withheld, shall be entitled to elect one-third of the members of the
board of directors of Household out of the number fixed by our bylaws in the
event we fail to declare and pay any four quarterly cumulative dividends,
whether consecutive or not, on any series of preferred stock and shall be
entitled to elect a majority of said directors should any eight quarterly
cumulative dividends, whether consecutive or not, be unpaid. The right to elect
members of the board of directors of Household shall continue until all unpaid
dividends upon all series of preferred stock shall have been paid in full.

     Under current provisions of the general corporation law of the state of
Delaware, the holders of issued and outstanding preferred stock are entitled to
vote as a class upon a proposed amendment to our restated certificate of
incorporation, with the consent of a majority of said class being required to
increase or decrease the aggregate number of authorized shares of preferred
stock, increase or decrease the par value of shares of preferred stock, or alter
or change the powers, preferences or special rights of the preferred stock as to
affect them adversely. If any proposed amendment would alter or change the
powers, preferences or special rights of one or more series of preferred stock
in an adverse manner, but would not affect the entire class of preferred stock,
then only the shares of the series affected by the amendment would be considered
a separate class for the purpose of determining who is entitled to vote on the
proposed amendment.

     Preemptive Rights. Holders of preferred stock have no preemptive rights to
purchase any of our securities.

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DEPOSITARY SHARES

     General. We may, at our option, elect to issue fractional shares of
preferred stock, rather than full shares of preferred stock. In the event such
option is exercised, we may elect to have a depositary issue receipts for
depositary shares, each receipt representing a fraction, to be set forth in the
prospectus supplement relating to a particular series of preferred stock, of a
share of a particular series of preferred stock as described below.

     The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company selected by us. The depositary must have its principal office in
the United States and having a combined capital and surplus of at least
$50,000,000. Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fraction of a
share of preferred stock represented by such depositary share, to all the rights
and preferences of the preferred stock represented by the depositary share,
including dividend, voting, redemption and liquidation rights.

     The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock in accordance
with the terms of an offering of the preferred stock. Copies of the forms of
deposit agreement and depositary receipt are filed as exhibits to the
registration statement of which this prospectus is a part, and the following
summary is qualified in its entirety by reference to such exhibits.

     Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to, and with all the same rights of, the definitive
depositary receipts but not in definitive form. Definitive depositary receipts
will be prepared without unreasonable delay, and temporary depositary receipts
will be exchangeable for definitive depositary receipts at our expense.

     Upon surrender of depositary receipts at the office of the depositary and
upon payment of the charges provided in the deposit agreement, a holder of
depositary receipts may have the depositary deliver to the holder the whole
shares of preferred stock relating to the surrendered depositary receipts.
Holders of depositary shares may receive whole shares of the related series of
preferred stock on the basis set forth in the related prospectus supplement for
such series of preferred stock, but holders of such whole shares will not after
the exchange be entitled to receive depositary shares for their whole shares. If
the depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
whole shares of the related series of preferred stock to be withdrawn, the
depositary will deliver to the holder at the same time a new depositary receipt
evidencing such excess number of depositary shares.

     Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received with respect to the preferred
stock to the record holders of depositary shares in proportion to the numbers of
depositary shares owned by such holders.

     In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto, unless the depositary determines that it is not feasible to
make a distribution of the property. In that case the depositary may, with our
approval, sell such property and distribute the net proceeds from the sale to
such holders.

     Redemption of Depositary Shares. If a series of preferred stock represented
by depositary shares is subject to redemption, the depositary shares will be
redeemed from the proceeds received by the depositary resulting from the
redemption, in whole or in part, of the series of preferred stock held by the
depositary. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
the series of the preferred stock. Whenever we redeem shares of preferred stock
held by the depositary, the depositary will redeem as of the same redemption
date the number of depositary shares representing shares of preferred stock
redeemed by us. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as may be
determined by the depositary.

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     Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will
mail the information contained in such notice of meeting to the record holders
of the depositary shares relating to such preferred stock. Each record holder of
such depositary shares on the record date, which will be the same date as the
record date for the preferred stock, will be entitled to instruct the depositary
as to the exercise of the voting rights pertaining to the amount of the
preferred stock represented by such holder's depositary shares. The depositary
will endeavor, insofar as practicable, to vote the amount of the preferred stock
represented by such depositary shares in accordance with such instructions, and
we will agree to take all action which may be deemed necessary by the depositary
in order to enable the depositary to do so. The depositary will not vote the
preferred stock to the extent it does not receive specific instructions from the
holders of depositary shares representing such preferred stock.

     Amendment and Termination of the Deposit Agreement. We and depositary at
any time may amend the form of depositary receipt evidencing the depositary
shares and any provision of the deposit agreement. However, any amendment which
materially and adversely alters the rights of the holders of depositary shares
will not be effective unless such amendment has been approved by the holders of
at least a majority of the depositary shares then outstanding. We or the
depositary may terminate the deposit agreement only if all outstanding
depositary shares have been redeemed, or there has been a final distribution in
respect of the preferred shares in connection with any liquidation, dissolution
or winding up of Household and such distribution has been distributed to the
holders of depositary receipts.

     Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will pay charges of the depositary in connection with the
initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary receipts will pay other transfer and other taxes
and governmental charges and such other charges as are expressly provided in the
deposit agreement to be for their accounts.

     Miscellaneous. The depositary will forward to the record holders of the
depositary shares relating to such preferred stock all reports and
communications from us which are delivered to the depositary.

     Neither we nor the depositary will be liable if either one is prevented or
delayed by law or any circumstance beyond their control in performing the
obligations under the deposit agreement. The obligations of Household and the
depositary under the deposit agreement will be limited to performance in good
faith of their duties thereunder, and they will not be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. The depositary may rely upon
written advice of counsel or accountants, or information provided by persons
presenting preferred stock for deposit, holders of depositary receipts or other
persons believed to be competent and on documents believed to be genuine.

     Resignation and Removal of Depositary. The depositary may resign at any
time by delivering to us notice of its election to do so, and we may at any time
remove the depositary, any such resignation or removal to take effect upon the
appointment of a successor depositary and its acceptance of such appointment.
Such successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.

DESCRIPTION OF AUTHORIZED SERIES OF PREFERRED STOCK

     The following summary describes our authorized series of preferred stock.
You should read the more detailed provisions of our restated certificate of
incorporation, as amended, including the respective certificates of designation,
preferences and rights relating to a series of preferred stock for provisions
that might be important to you.

  GLOSSARY OF TERMS

     "8 1/4% Preferred" is the 8 1/4 Cumulative Preferred Stock, Series 1992-A
of Household.

     "5% Preferred" is the 5% Cumulative Preferred Stock (without Par Value) of
Household.
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     "$4.50 Preferred" is the $4.50 Cumulative Preferred Stock (without Par
Value) of Household.

     "$4.30 Preferred" is the $4.30 Cumulative Preferred Stock (without Par
Value) of Household.

     "Junior Preferred" is the Series A Junior Participating Preferred Stock of
Household.

     "Outstanding Preferred" means collectively the 8 1/4% Preferred, 5%
Preferred, $4.50 Preferred and $4.30 Preferred.

     "Rights" is the right to purchase from Household one thousandth of a share
of Junior Preferred at a price of $300 per one thousandth of a share, subject to
adjustment, as set forth in the rights agreement between Household and Harris
Trust and Savings Bank.

  8 1/4% PREFERRED, 5% PREFERRED, $4.50 PREFERRED AND $4.30 PREFERRED

     General. All of the Outstanding Preferred rank on a parity as to the
payment of dividends and distribution of assets of Household upon the voluntary
or involuntary liquidation, dissolution, or winding up of Household.

     Dividends and Redemption. Holders of the 8 1/4% Preferred, 5% Preferred,
$4.50 Preferred and $4.30 Preferred are entitled to receive cumulative dividends
(quarterly in the case of the 8 1/4% Preferred and semi-annually in the case of
the 5% Preferred, $4.50 Preferred and $4.30 Preferred) at an annual rate of
$82.50, $2.50, $4.50 and $4.30 per share, respectively. All dividends have been
paid to date. In the event of the liquidation, dissolution or winding up of
Household, whether voluntary or involuntary, holders of the 8 1/4% Preferred, 5%
Preferred, $4.50 Preferred and $4.30 Preferred are entitled to receive $1,000,
$50, $100 and $100 per share, respectively, plus accrued and unpaid dividends.
The 8 1/4% Preferred is not redeemable prior to October 15, 2002. The 8 1/4%
Preferred is redeemable, at our option, in whole or in part, from time to time
on or after October 15, 2002, at $1,000 per share plus an amount equal to
accrued and unpaid dividends. The 5% Preferred, $4.50 Preferred and $4.30
Preferred are redeemable, at our option, in whole or in part, at any time, at
$50, $103 and $100 per share, respectively, plus an amount equal to accrued and
unpaid dividends. None of the Outstanding Preferred is entitled to the benefits
of any sinking fund.

     Voting Rights. The holders of 8 1/4% Preferred have the right, voting as a
class with each other and any other series of preferred stock ranking on a
parity as to the payment of dividends or the distribution of assets and upon
which like voting rights have been conferred and are exercisable, to elect two
members of the board of directors of Household at the meeting of stockholders
called for such purpose after six quarterly cumulative dividends on such
preferred stock, whether consecutive or not, shall be in arrears. The right of
such holders of preferred stock to elect members to the board of directors shall
continue until such time as all dividends accrued on such stock shall have been
paid in full, at which time such right shall terminate.

     Holders of the 5% Preferred, $4.50 Preferred and $4.30 Preferred are
entitled to vote on each matter submitted to a vote of stockholders of
Household. In addition, at any time that three or more full semi-annual
dividends, consecutive or not, on the 5% Preferred, $4.50 Preferred or $4.30
Preferred are in arrears, until the dividends accrued and unpaid are paid in
full, at any meeting of stockholders of Household held for election of
directors, the holders of each series as to which such an arrearage exists are
entitled, with each such series voting as a class and to the exclusion of
holders of all other classes of stock of Household, to elect two members of the
board of directors of Household.

     On any item on which the holders of the Outstanding Preferred are entitled
to vote, the holders shall be entitled to one vote for each share held.

     Conversion Rights. The holders of the Outstanding Preferred do not have any
rights to convert their shares into shares of any other class or series of
capital stock, or any other security, of Household.

  JUNIOR PREFERRED STOCK

     Issuance. Currently, there are no shares of Junior Preferred issued or
outstanding. Rights to purchase shares or fractions of the Junior Preferred have
been distributed to holders of the common stock. The

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description and terms of the rights of holders of our common stock to purchase
Junior Preferred are set forth in a rights agreement between us and
ComputerShare Investor Services, LLC, which is further discussed below under
"Description of Capital Stock -- Preferred Share Purchase Rights".

     Dividends. The holders of the Junior Preferred will receive, when, as and
if declared by the board of directors out of funds legally available for that
purpose, quarterly dividends payable in cash commencing after such shares or a
fraction thereof are issued. Quarterly dividends will be in an amount per share,
rounded to the nearest cent, equal to the greater of $1, or subject to
adjustment as described below, 1,000 times the aggregate per share amount of all
cash dividends and 1,000 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a dividend payable
in shares of common stock or a subdivision, combination or reclassification
thereof, declared on the common stock since the immediately preceding quarterly
dividend payment date or the date of the first issuance of the Junior Preferred
if the first dividend date has not yet occurred. In the event we shall at any
time declare or pay any dividend on common stock payable in shares of common
stock, or effect a subdivision, combination or reclassification of the
outstanding shares of common stock into a greater or lesser number of shares of
common stock, then in each such case the amount of dividends to which holders of
Junior Preferred are entitled to shall be adjusted.

     Dividends will begin to accrue and be cumulative on the Junior Preferred
from the dividend date next preceding the date of issue unless the date of issue
is prior to the record date for the first dividend date, in which case dividends
will accrue and be cumulative from the date of issue. Dividends paid on shares
of Junior Preferred in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

     Conversion, Sinking Fund and Redemption. The Junior Preferred do not have
any rights to convert to any other security issued by us and such shares are not
redeemable at our option. In addition, there is no sinking fund for the Junior
Preferred.

     Voting Rights. The Junior Preferred generally votes together with the
common stock as one class. Each share of Junior Preferred is entitled to 1,000
votes on all matters submitted to a vote of our stockholder. In the event we
declare or pay any dividend on our common stock payable in shares of common
stock, or subdivides, combines or reclassifies its shares of common stock into a
greater or lesser number of shares of common stock, then the number of votes per
share of the Junior Preferred shall be adjusted. Additionally, the Junior
Preferred will have the right (as described above under "Description of Capital
Stock -- Preferred Stock -- Voting Rights") to vote, together with all other
outstanding series of preferred stock for which such voting right have not been
expressly withheld, to elect directors in the event dividends on any series of
preferred stock are in arrears. In addition, our restated certificate of
incorporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Junior Preferred so as
to affect the Junior Preferred adversely without the affirmative vote of the
holders of two-thirds or more of the outstanding shares of Junior Preferred,
voting together as a single class. The certificate of designation, preferences
and rights of the Junior Preferred expressly withholds all other special voting
rights to which holders of preferred stock are entitled, except for voting
rights otherwise provided by law.

     Liquidation Preference. No distribution shall be made on any shares of
stock ranking junior to the Junior Preferred upon any voluntary liquidation,
dissolution or winding up of Household unless the holders of the Junior
Preferred have received the greater of $1,000 per share plus accrued and unpaid
dividends, or 1,000 times the aggregate amount to be distributed per share to
holders of common stock. This liquidation amount shall be adjusted in the event
we declare a stock split of the common stock or pay any dividend on common stock
payable in shares of common stock, or effects a subdivision, combination or
reclassification of the common stock into a greater or lesser number of shares.
In the event our assets are insufficient to satisfy the liquidation preference
of the Junior Preferred, the Junior Preferred shall share ratably with each
series of preferred stock ranking on a parity (as to dividends or liquidation)
with the Junior Preferred.

     In the event of any merger, consolidation or other transaction in which
shares of common stock are exchanged, each preferred share will be entitled to
receive 1,000 times the amount received per common share. These rights are
protected by customary anti-dilution provisions.

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PREFERRED SHARE PURCHASE RIGHTS

     In July 1996, we entered into a rights agreement with ComputerShare
Investor Services, LLC (successor to Harris Trust and Savings Bank), as rights
agent. The rights agreement is intended to address the threat of certain types
of takeover activity deemed abusive and unfair to stockholders and to assure
that all of our stockholders receive fair and equal treatment in the event of an
unsolicited takeover. The rights agreement also enhances the bargaining position
of our Board of Directors in negotiating on behalf of stockholders with
potential acquirors of Household. The rights agreement provides that attached to
each share of common stock is one right to purchase one thousandth of a share of
Junior Preferred at a price of $300 per one thousandth of a share, subject to
adjustment. The following description of the rights is qualified in its entirety
by reference to the rights agreement, as amended, which has been filed with and
is available from the offices of the SEC as referred to under "Where You Can
Find More Information".

     Until ten days following (i) a public announcement that a person or group
of affiliated or associated persons acquired beneficial ownership of 15% or more
of the outstanding shares of our common stock or (ii) the commencement or
announcement of an intention to make a tender offer or exchange offer for 15% or
more of the outstanding shares of such common stock, the earlier of such dates
being called "distribution date", the Rights will be evidenced by outstanding
common stock certificates. The rights agreement provides that, until the
distribution date, the Rights will be transferred with and only with our common
stock. Common stock certificates contain a notation incorporating the rights
agreement by reference. Until the distribution date the surrender for transfer
of any of our common stock certificates also constitutes the transfer of the
rights associated with the common stock represented by such certificate. As soon
as practicable following the distribution date, separate certificates evidencing
the Rights will be mailed to holders of record of our common stock as of the
close of business on the distribution date, and such separate certificates alone
will evidence the Rights.

     The Rights are not exercisable until the distribution date. The Rights will
expire on July 31, 2006, unless earlier redeemed or exchanged by us, in each
case, as described below.

     The purchase price payable, and the number of shares of Junior Preferred or
other securities or property issuable, upon exercise of the rights are subject
to adjustment from time to time to prevent dilution

     - in the event of a stock dividend on, or a subdivision, combination or
       reclassification of the Junior Preferred,

     - upon the grant to holders of Junior Preferred of rights or warrants to
       subscribe for or purchase shares of Junior Preferred at a price, or
       convertible securities into preferred shares with a conversion price less
       than the current market price of the Junior Preferred, or

     - upon the distribution to holders of Junior Preferred of evidences of
       indebtedness or assets (excluding regular periodic cash dividends out of
       earnings or retained earnings or dividends payable in Junior Preferred)
       or of subscription rights or warrants (other than those referred to
       above).

     At any time after any person or group acquires beneficial ownership of 15%
or more of the common stock, and prior to the acquisition by such person or
group of 50% or more of the outstanding common stock, our board of directors may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
common stock, or one thousandth of a preferred share (or of a share of a class
or series of our preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).

     The number of outstanding Rights and the number of one thousandths of a
preferred share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the common stock or a stock dividend
on the common stock payable in common stock or subdivisions, consolidations or
combinations of the common stock occurring, in any such case, prior to the
distribution date.

     With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments require an adjustment of at least 1% in
such purchase price. No fractional shares will be issued (other than fractions
which are integral multiples of one thousandth of a share which may, at our
election, be
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evidenced by depository receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Junior Preferred on the last
trading date prior to the date of exercise.

     The terms of the Rights may be amended by our board of directors without
the consent of the holders of the Rights, including an amendment to lower
certain thresholds described above to not less than the greater of the sum of
 .001% and the largest percentage of the outstanding common shares then known by
us to be beneficially owned by any person or group of affiliated or associated
persons, and 10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an acquiring person no such amendment
may adversely affect the interests of the holders of the rights.

     For further information on the Junior Preferred, see the description of the
Junior Preferred under "Capital Stock -- Junior Preferred".

COMMON STOCK

     If shares of common stock are offered, the accompanying prospectus
supplement will set forth the number of shares offered, the public offering
price and information regarding our dividend history and common stock prices as
reflected on the New York Stock Exchange Composite Tape, including a recent last
sale price of the common stock.

     Holders of common stock are entitled to receive dividends out of any funds
legally available for that purpose as and if declared by our Board of Directors,
subject to the prior dividend rights of preferred stock.

     Subject to certain voting rights of the preferred stock described elsewhere
herein, the holders of shares of common stock are entitled to vote at all
meetings of the stockholders and are entitled to one vote for each share of
common stock held.

     The issued and outstanding shares of common stock are fully paid and
non-assessable. The holders of common stock are not entitled to preemptive
rights or conversion or redemption rights. The common stock does not have
cumulative voting rights in the election of directors.

     In the event of the voluntary dissolution, liquidation or winding up of
Household, holders of common stock will be entitled to receive, pro rata, after
satisfaction in full of the prior rights of creditors and holders of preferred
stock, all of our remaining assets available for distribution.

SPECIAL CHARTER PROVISIONS

     Our restated certificate of incorporation, as amended, contains provisions,
in accordance with Section 102(b)(7) of the General Corporation Law of the state
of Delaware, eliminating the personal liability of our directors to our
stockholders for money damages for breach of fiduciary duty as a director,
provided that the liability of a director may not be eliminated or limited in
the following circumstances:

     - for any breach of the directors' duty of loyalty to us or our
       stockholders;

     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law;

     - under Section 174 (relating to liability for unauthorized acquisitions or
       redemptions of, or dividends on, capital stock) of the Delaware general
       corporation law; and

     - for any transaction from which the director derived an improper personal
       benefit.

STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts, under which holders are obligated to
purchase from us, and Household is obligated to sell to the holders, a specified
number of shares of common stock at a future date or dates. The price per share
of common stock may be fixed at the time the stock purchase contracts are issued
or may be determined by reference to a specific formula set forth in the stock
purchase contracts. The stock purchase contracts may be issued separately or as
a part of units consisting of a stock purchase contract and

                                        21
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either debt securities, or debt obligations of third parties, including U.S.
Treasury securities, securing the holders, obligations to purchase the common
stock under the stock purchase contracts. The stock purchase contracts may
require us to make periodic payments to the holders of the stock purchase units
or vice versa, and such payments may be unsecured or prefunded on some basis.
The stock purchase contracts may require holders to secure their obligations
under the contracts in a specified manner.

     The accompanying prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not purport to be complete and will be qualified in its entirety
by reference to the stock purchase contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such stock purchase
contracts or stock purchase units.

                              PLAN OF DISTRIBUTION

     We may sell the securities being offered in one or more of the following
ways from time to time:

     - to or through underwriters or dealers;

     - by ourselves directly to a limited number of purchasers or to a single
       purchaser;

     - through agents; or

     - through a combination of any of these methods of sale.

     The prospectus supplement relating to an offering of offered securities
will set forth the terms of such offering, including:

     - the name or names of any underwriters, dealers or agents;

     - the purchase price of the securities being offered and the proceeds to us
       from such sale;

     - any underwriting discounts and commissions or agency fees and other items
       constituting underwriters' or agents' compensation;

     - the initial public offering price;

     - any discounts or concessions to be allowed or reallowed or paid to
       dealers; and

     - any securities exchanges on which such offered securities may be listed.

     Any initial public offering prices, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.

     If underwriters are used in an offering of offered securities, such offered
securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered either to the public through
underwriting syndicates represented by one or more managing underwriters or by
one or more underwriters without a syndicate. Unless otherwise set forth in the
prospectus supplement, the underwriters will not be obligated to purchase
offered securities unless specified conditions are satisfied, and if the
underwriters do purchase any offered securities, they will purchase all offered
securities.

     We may, from time to time, directly sell securities or sell them through
agents that we designate. Any agent involved in the offer or sale of securities
for which this prospectus is delivered is named, and any commissions payable by
us to the agent are set forth, in the prospectus supplement relating to the
offering.

     Underwriters, dealers and agents may be entitled, under agreements with us,
to indemnification by us relating to material misstatements and omissions.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, Household and affiliates of Household in the
ordinary course of business.

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     If so indicated in the prospectus supplement, we will authorize
underwriters, dealers or other persons acting as our agents to solicit offers by
certain institutions to purchase our securities pursuant to contracts providing
for payment and delivery on a future date. These contracts may be made with
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such institutions must be approved by us. The obligations of any purchaser under
these contracts will not be subject to any conditions except that the purchase
of the securities shall not at the time of delivery be prohibited under the laws
of the jurisdiction to which such purchaser is subject, and if the securities
are also being sold to underwriters, we shall have sold to these underwriters
the securities not sold for delayed delivery. The underwriters, dealers and such
other persons will not have any responsibility in respect to the validity or
performance of such contracts.

     Each series of offered securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom offered
securities are sold for public offering and sale may make a market in such
offered securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The offered securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the offered securities.

                      WHERE YOU CAN FIND MORE INFORMATION

     As required by the Securities Act of 1933, we filed a registration
statement (No. 333-60510) relating to the securities offered by this prospectus
with the Securities and Exchange Commission. This prospectus is a part of that
registration statement, which includes additional information including copies
of the documents referenced in this prospectus which are filed as exhibits to
that registration statement.

     Household files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You can also request copies of the documents, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. These SEC filings are also available to the public from the SEC's web
site at http://www.sec.gov.

     The SEC allows us to "incorporate by reference" the information we filed
with the SEC, which means that it can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Information that we file later with
the SEC will automatically update information in this prospectus. In all cases,
you should rely on the later information over different information included in
this prospectus or the prospectus supplement. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

          (a) Annual Report on Form 10-K for the year ended December 31, 2000;

          (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
     2001 and June 30, 2001; and

          (c) Current Reports on Form 8-K filed on January 17, 2001, April 18,
     2001, July 18, 2001 and August 1, 2001.

     All documents Household files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the completion
of the offering of the securities described in this prospectus shall be
incorporated by reference in this prospectus from the date of filing of such
documents.

     You may request a copy of these filings, at no cost, by writing or
telephoning Household at the following address:

       Household International, Inc.
        Corporate Secretary
        2700 Sanders Road
        Prospect Heights, Illinois 60070
        (847) 564-5000
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   31

     You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, the
prospectus supplement or any documents incorporated by reference is accurate as
of any date other than the date on the front of the applicable document.

                                 ERISA MATTERS

     The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans ("Plans") that are
subject to ERISA and on persons who are fiduciaries with respect to such Plans.
In accordance with ERISA's general fiduciary requirements, a fiduciary with
respect to any such Plan who is considering the purchase of Notes on behalf of
such Plan should determine whether such purchase is permitted under the
governing Plan documents and is prudent and appropriate for the Plan in view of
its overall investment policy and the composition and diversification of its
portfolio. Other provisions of ERISA and Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") prohibit certain transactions between a
Plan and persons who have certain specified relationships to the Plan ("parties
in interest" within the meaning of ERISA or "disqualified persons" within the
meaning of Section 4975 of the Code). Thus, a Plan fiduciary considering the
purchase of Notes should consider whether such a purchase might constitute or
result in a prohibited transaction under ERISA or Section 4975 of the Code.

     Household may be considered a "party in interest" or a "disqualified
person" with respect to many Plans that are subject to ERISA. The purchase of
Notes by a Plan that is subject to the fiduciary responsibility provisions of
ERISA or the prohibited transaction provisions of Section 4975 of the Code
(including individual retirement accounts and other plans described in Section
4975(e)(1) of the Code) and with respect to which Household International is a
party in interest or a disqualified person may constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code, unless such
Notes are acquired pursuant to and in accordance with an applicable exemption,
such as Prohibited Transaction Class Exemption ("PTCE") 84-14 (an exemption for
certain transactions determined by an independent qualified professional asset
manager), PTCE 91-38 (an exemption for certain transactions involving bank
collective investment funds), PTCE 90-1 (an exemption for certain transactions
involving insurance company pooled separate accounts) or PTCE 95-60 (an
exemption for certain transactions involving insurance company general
accounts). ANY PENSION OR OTHER EMPLOYEE BENEFIT PLAN PROPOSING TO ACQUIRE ANY
NOTES SHOULD CONSULT WITH ITS COUNSEL.

                                 LEGAL OPINIONS

     John W. Blenke, the Vice President -- Corporate Law and Assistant Secretary
of Household International, Inc., will issue a legal opinion concerning the
legality of the securities. Certain legal matters will be passed upon for any
underwriters and agents by McDermott, Will & Emery, Chicago, Illinois. Mr.
Blenke is a full-time employee and an officer of Household International, Inc.
and owns, and holds options to purchase, shares of common stock of Household
International, Inc.

                                    EXPERTS

     The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.

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      No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus supplement
or the prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement and the prospectus is an offer to
sell only the Depositary Shares offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus supplement and the prospectus is current only as of its date.

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

                               TABLE OF CONTENTS
                             Prospectus Supplement



                                             Page
                                             ----
                                       
Description of Depositary Shares.........     S-2
Terms of the Preferred Stock.............     S-2
Taxation.................................     S-4
Underwriting.............................     S-5
Legal Matters............................     S-7
Experts..................................     S-7
Forward-Looking Statements...............     S-7
                   Prospectus
Prospectus Summary.......................       2
Forward-Looking Statements...............       4
Household International, Inc.............       5
Use of Proceeds..........................       5
Ratio of Earnings to Fixed Charges.......       5
Description of Debt Securities...........       6
Description of Warrants to Purchase Debt
  Securities.............................      13
Description of Capital Stock.............      14
Plan of Distribution.....................      22
Where You Can Find More Information......      23
ERISA Matters............................      24
Legal Opinions...........................      24
Experts..................................      24


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                          12,000,000 Depositary Shares

                         HOUSEHOLD INTERNATIONAL, INC.

                               Each Representing
                           One-Fortieth of a Share of
                       7.50% Cumulative Preferred Stock,
                                 Series 2001-A

                          ---------------------------
                             PROSPECTUS SUPPLEMENT
                          ---------------------------

                              GOLDMAN, SACHS & CO.
                              MERRILL LYNCH & CO.
                                 MORGAN STANLEY
                              SALOMON SMITH BARNEY
                                  UBS WARBURG
                      Representatives of the Underwriters
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