BENEFICIAL CORP
10-Q, 1997-05-09
PERSONAL CREDIT INSTITUTIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-Q

       (Mark One)
   X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE SECURITIES
                             EXCHANGE ACT OF 1934
                                
                For the quarterly period ended March 31, 1997

                                     OR
 
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES
                            EXCHANGE ACT OF 1934
                                
                  For the transition period from             to
                                
                        Commission file number 1-1177
 
                            BENEFICIAL CORPORATION
          (Exact name of registrant as specified in its charter)

             Delaware                           51-0003820
     (State of incorporation)         (I.R.S. Employer Identification No.)

     301 North Walnut Street                         
       Wilmington, Delaware                        19801
 (Address of principal executive offices)        (Zip Code)

    Registrant's telephone number, including area code:  (302) 425-2500
                                
                                                               
                                

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934 during  the  preceding  twelve
months  (or  for  such  shorter period that  the  registrant  was
required to file such reports), and (2) has been subject to  such
filing  requirements for the past 90 days.      Yes    X        No


At May 1, 1997, the number of shares outstanding of the registrant's 
common stock was 53,711,194.






                     PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                  BENEFICIAL CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                              (in millions)
                                                       March 31,  December 31,
                                                          1997        1996
ASSETS

Cash and Equivalents  .  .  .  .  .  .  .  .  .  .  .  .  $   249.1  $   279.6
Finance Receivables (Note 2).  .  .  .  .  .  .  .  .  .   13,964.9   14,672.0
  Receivables Held for Resale (Note 2)  .  .  .  .  .  .      807.8       --
   Allowance for Credit Losses (Note 3) .  .  .  .  .  .     (494.5)    (498.2)
  Net Finance Receivables.  .  .  .  .  .  .  .  .  .  .   14,278.2   14,173.8
Investment Securities (Note 5) .  .  .  .  .  .  .  .  .      554.1      550.3
Property and Equipment.  .  .  .  .  .  .  .  .  .  .  .      203.7      204.9
Other Assets .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    1,728.2    1,722.6

      TOTAL ASSETS .  .  .  .  .  .  .  .  .  .  .  .  .  $17,013.3  $16,931.2


LIABILITIES AND SHAREHOLDERS' EQUITY

Short-Term Debt (Note 6) .  .  .  .  .  .  .  .  .  .  .  $ 3,942.0  $ 4,169.3
Deposits Payable.  .  .  .  .  .  .  .  .  .  .  .  .  .      575.4      635.0
Long-Term Debt (Note 7)  .  .  .  .  .  .  .  .  .  .  .    8,785.5    8,631.1
  Total Interest-Bearing Debt  .  .  .  .  .  .  .  .  .   13,302.9   13,435.4
Accounts Payable and Accrued Liabilities.  .  .  .  .  .      695.5      534.0
Insurance Policy and Claim Reserves  .  .  .  .  .  .  .    1,266.1    1,267.0
  Total Liabilities.  .  .  .  .  .  .  .  .  .  .  .  .   15,264.5   15,236.4

Shareholders' Equity:
  Preferred Stock  .  .  .  .  .  .  .  .  .  .  .  .  .      114.8      114.8
  Common Stock  .  .  .  .  .  .  .  .  .  .  .  .  .  .       53.9       54.0
  Additional Capital  .  .  .  .  .  .  .  .  .  .  .  .      296.1      305.3
  Net Unrealized (Loss) Gain on Investment Securities  .       (4.4)       2.6
  Accumulated Foreign Currency Translation Adjustments .      (46.0)     (45.4)
  Retained Earnings.  .  .  .  .  .  .  .  .  .  .  .  .    1,334.4    1,263.5
    Total Shareholders' Equity .  .  .  .  .  .  .  .  .    1,748.8    1,694.8

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .  .  .  $17,013.3  $16,931.2

See Notes to Financial Statements.


                  BENEFICIAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
                 (in millions, except per share amounts)


                                                            Three Months Ended
                                                                 March 31,
                                                              1997       1996

REVENUE
  Finance Charges and Fees .  .  .  .  .  .  .  .  .  .  .   $579.4   $545.3
  Interest Expense.  .  .  .  .  .  .  .  .  .  .  .  .  .    214.7    209.0
    Lending Spread.  .  .  .  .  .  .  .  .  .  .  .  .  .    364.7    336.3
  Insurance Premiums .  .  .  .  .  .  .  .  .  .  .  .  .     45.9     40.1
  Other  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    147.3    165.7

      Total .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    557.9    542.1

OPERATING EXPENSES
  Salaries and Employee Benefits .  .  .  .  .  .  .  .  .    105.1    101.7
  Insurance Benefits .  .  .  .  .  .  .  .  .  .  .  .  .     22.8     22.7
  Provision for Credit Losses .  .  .  .  .  .  .  .  .  .     93.1     81.7
  Other  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    174.5    151.3

      Total .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    395.5    357.4

Income Before Income Taxes .  .  .  .  .  .  .  .  .  .  .    162.4    184.7
Provision for Income Taxes .  .  .  .  .  .  .  .  .  .  .     61.7     77.3

NET INCOME  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   $100.7   $107.4

EARNINGS PER COMMON SHARE  .  .  .  .  .  .  .  .  .  .  .   $ 1.80   $ 1.96

DIVIDENDS PER COMMON SHARE .  .  .  .  .  .  .  .  .  .  .   $  .52   $  .47

See Notes to Financial Statements.



                    BENEFICIAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in millions)


                                                            Three Months Ended
                                                                  March 31,
                                                              1997       1996
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . $  100.7     $  107.4
 Reconciliation of Net Income to Net Cash
  Provided by Operating Activities:
   Provision for Credit Losses .  .  .  .  .  .  .  .  .     93.1         81.7
   Provision for Deferred Income Taxes  .  .  .  .  .  .    (10.8)       (12.4)
   Depreciation and Amortization  .  .  .  .  .  .  .  .     12.9         11.9
   Insurance Policy & Claim Reserves .  .  .  .  .  .  .      (.9)        10.6
   Accounts Payable & Accrued Liabilities  .  .  .  .  .    161.5        285.6
     Net Cash Provided by Operating Activities.  .  .  .    356.5        484.8

CASH FLOWS FROM INVESTING ACTIVITIES
 Receivables Originated or Acquired  .  .  .  .  .  .  . (3,170.3)    (2,733.8)
 Receivables Collected.  .  .  .  .  .  .  .  .  .  .  .  2,881.7      2,188.4
 Other Receivables, Net Change .  .  .  .  .  .  .  .  .    (3.8)        (30.8)
 Investment Securities Purchased  .  .  .  .  .  .  .  .  (110.0)       (282.9)
 Investment Securities Sold .  .  .  .  .  .  .  .  .  .    68.1         903.5
 Investment Securities Matured .  .  .  .  .  .  .  .  .    26.2         179.6
 Deposit from Reinsurer  .  .  .  .  .  .  .  .  .  .  .     --         (957.4)
 Other .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    16.3          41.0
    Net Cash Used in Investing Activities  .  .  .  .  .  (291.8)       (692.4)

CASH FLOWS FROM FINANCING ACTIVITIES
 Short-Term Debt, Net Change.  .  .  .  .  .  .  .  .  .  (196.4)        145.1
 Deposits Payable, Net Change  .  .  .  .  .  .  .  .  .   (30.6)         (4.8)
 Long-Term Debt Issued.  .  .  .  .  .  .  .  .  .  .  . 1,081.8         669.2
 Long-Term Debt Repaid.  .  .  .  .  .  .  .  .  .  .  .  (905.1)       (454.7)
 Dividends Paid .  .  .  .  .  .  .  .  .  .  .  .  .  .   (29.8)        (26.7)
 Common Stock Repurchased   .  .  .  .  .  .  .  .  .  .   (15.1)          --
    Net Cash (Used in) Provided by Financing Activities.   (95.2)        328.1

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS  .  .  .   (30.5)        120.5
Cash and Equivalents at Beginning of Period.  .  .  .  .   279.6         273.1

CASH AND EQUIVALENTS AT END OF PERIOD.  .  .  .  .  .  .$  249.1      $  393.6

SUPPLEMENTAL CASH FLOW INFORMATION
 Interest Paid  .  .  .  .  .  .  .  .  .  .  .  .  .  .$  135.1      $  138.4
 Income Taxes Paid .  .  .  .  .  .  .  .  .  .  .  .  .      .4          14.0

See Notes to Financial Statements.



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



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Accounting policies used in the preparation of the  unaudited
quarterly  financial  statements are consistent  with  accounting
policies described in the notes to financial statements contained
in  the  Company's Annual Report on Form 10-K for the  year-ended
December   31,   1996.   Additionally,  the  Company   classifies
receivables    specifically   identified   for    inclusion    in
securitizations  as Receivables Held for Resale.   These  amounts
are carried at the lower of cost or market value on an aggregated
basis.  In the opinion of management, all adjustments, consisting
of   normal   recurring  adjustments,  necessary   for   a   fair
presentation  have been reflected.  Certain prior period  amounts
have  been  reclassified to conform with the  1997  presentation.
Interim results are not necessarily indicative of results  for  a
full year.

2.   FINANCE RECEIVABLES

    Finance receivables consisted of the following:

                                               March 31,    December 31,
                                                 1997           1996
     Receivables Owned:
       Real Estate Secured.  .  .  .  .  .  . $ 5,526.9   $ 6,067.5
       Personal Unsecured .  .  .  .  .  .  .   2,962.8     2,982.9
       Credit Cards .  .  .  .  .  .  .  .  .   4,376.2     4,595.8
       Sales Finance Contracts  .  .  .  .  .     897.1       926.3
       Commercial.  .  .  .  .  .  .  .  .  .     201.9        99.5
       Held for Resale (all real estate secured)  807.8         --
         Total Owned.  .  .  .  .  .  .  .  .  14,772.7    14,672.0
     Receivables Sold with Servicing Retained
          (all real estate secured).  .  .  .   1,961.9     2,189.0
     Total Owned and Serviced.  .  .  .  .  . $16,734.6   $16,861.0


3.   ALLOWANCE FOR CREDIT LOSSES

    An analysis of the allowance for credit losses follows:

                                                                   1997
     Balance at January 1  .  .  .  .  .  .  .  .  .  .  .  .    $498.2
     Accounts Charged Off  .  .  .  .  .  .  .  .  .  .  .  .    (106.1)
     Recoveries on Accounts Previously Charged Off .  .  .  .      13.2
     Provision for Credit Losses .  .  .  .  .  .  .  .  .  .      93.1
     Other  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .      (3.9)
     Balance at March 31.  .  .  .  .  .  .  .  .  .  .  .  .     $494.5

4.  SERVICING ASSET

      On  January 1, 1997, the Company adopted the provisions  of
Statement  of  Financial  Accounting Standards  (SFAS)  No.  125,
"Accounting for Transfers and Servicing of Financial  Assets  and
Extinguishments of Liabilities."  For each servicing contract  in
existence  before  January 1, 1997, previously recognized  excess
servicing  assets  that  do  not exceed  contractually  specified
servicing fees were combined and recognized as a servicing asset.
Previously  recognized servicing assets that exceed contractually
specified  servicing  fees  were  reclassified  as  interest-only
strips  and  are  carried at fair value  and  amounted  to  $42.4
million  at  March 31, 1997.  Both the servicing  asset  and  the
interest-only strips are included in other assets on the  balance
sheet.

    The activity in the servicing asset is summarized as
    follows:


                                                                      1997
          Balance at January 1 .  .  .  .  .  .  .  .  .  .  .  .   $  8.0
          Recognized during the period  .  .  .  .  .  .  .  .  .       -
          Amortization.  .  .  .  .  .  .  .  .  .  .  .  .  .  .   (  0.6)
          Balance at March 31  .  .  .  .  .  .  .  .  .  .  .  .   $  7.4

      The  servicing asset is amortized in proportion to and over
the  period  of estimated net future servicing fee  income.   The
servicing   asset  and  interest-only  strips  are   periodically
reviewed for valuation impairment.  This review is performed on a
disaggregated  basis for the predominate risk characteristics  of
the  underlying  loans which are loan type, term, interest  rate,
prepayment  rate and loss rate.  The fair value of the  servicing
asset  and interest-only strip is determined by the present value
of  the  estimated  net future cash flows.  The  weighted-average
assumptions   used  in  the  fair  value  calculations   include:
discount rate - 14%, prepayment rate - 33%, loss rate - 1.3%  and
servicing  fees  -  1.0%.   As of March  31,  1997,   fair  value
approximates carrying value and therefore, no valuation allowance
is required.

5.   INVESTMENT SECURITIES

    Investment securities were as follows:

                                 March 31, 1997     December 31, 1996
                              Carrying   Market    Carrying     Market
                                 Value    Value       Value      Value
     AVAILABLE-FOR-SALE
       Debt Securities:
         Corporate             $266.2      $266.2    $275.5     $275.5
         Mortgage-backed         32.0        32.0      36.1       36.1
         Municipal                5.1         5.1       7.3        7.3
         U.S. Government         99.3        99.3      94.3       94.3
         Foreign Government      53.5        53.5      42.9       42.9
                                456.1       456.1     456.1      456.1

       Equity Securities           .7          .7        .6         .6
          Total                 456.8       456.8     456.7      456.7

     HELD-TO-MATURITY
       Debt Securities:
         Corporate               48.9        47.5      48.9       48.3
         Mortgage-backed          2.5         2.4       2.6        2.5
         Municipal               10.5        10.7       8.5        8.7
         U.S. Government         13.9        13.7      14.4       14.2
         Foreign Government       1.1         1.1       1.1        1.1
         Other                   20.4        20.4      18.1       18.1
           Total                 97.3        95.8      93.6       92.9

   TOTAL INVESTMENT SECURITIES $554.1      $552.6    $550.3     $549.6

     There were no investments transferred from Held-To-Maturity
to Available-For-Sale, nor were there any sales of Held-To-
Maturity investments during the three-month period ended March 31, 1997.


6.   SHORT-TERM DEBT

     Short-term debt outstanding consisted of the following:

                                                       March 31,  December 31,
                                                         1997         1996
     Commercial Paper.  .  .  .  .  .  .  .  .  .      $3,406.7     $3,695.4
     Bank Borrowings .  .  .  .  .  .  .  .  .  .         535.3        473.9
           Total  .  .  .  .  .  .  .  .  .  .  .      $3,942.0     $4,169.3

      The weighted average interest rates (including the costs of
maintaining lines of credit) on short-term borrowings during  the
three months ended March 31 were as follows:
                                                           1997      1996
     U.S. Dollar Borrowings.  .  .  .  .  .  .  .          5.47%     5.58%
     Other Currency Borrowings.  .  .  .  .  .  .          5.63      6.65
     Overall.  .  .  .  .  .  .  .  .  .  .  .  .          5.49      5.80

      The  impact  of  interest rate hedging  activities  on  the
Company's weighted average short-term borrowing rates and on  the
reported  short-term interest expense for the three months  ended
March  31 were increases as follows:  .13% (annualized) and  $1.4
in 1997 and .07% (annualized) and $0.8 in 1996.

7.    LONG-TERM DEBT

     Long-term debt is shown below in the earliest year it could
become payable:

                          Weighted Average
                         Interest Rates at    March 31,    December 31,
     Maturity              March 31, 1997       1997           1996

     1997                        6.60%        $1,701.5      $2,610.1
     1998                        7.00          1,970.3       1,982.0
     1999                        6.63          1,766.0       1,669.7
     2000                        6.72            982.3         554.9
     2001                        7.03            707.3         632.4
     2002-2006                   6.67          1,438.8         984.7
     2007-2023                   7.65            219.3         197.3
          Total                  6.78         $8,785.5      $8,631.1

      The  weighted  average interest rates  (including  issuance
costs)  on  the Company's long-term debt during the three  months
ended March 31 were as follows:

                                                  1997          1996
     U.S. Dollar Borrowings.  .  .  .  .  .  .  . 6.87%         7.17%
     Other Currency Borrowings.  .  .  .  .  .  . 6.89          7.27
     Overall.  .  .  .  .  .  .  .  .  .  .  .  . 6.87          7.18

      Long-term debt outstanding at March 31, 1997, and  December
31,  1996,  includes  $3,970.9  and  $3,815.7,  respectively,  of
variable-rate debt that reprices based on various indices.   Such
variable-rate debt generally has an original maturity of  one-to-
three years.

      The  impact  of  interest rate hedging  activities  on  the
Company's weighted average long-term borrowing rates and  on  the
reported  long-term interest expense for the three  months  ended
March  31 were increases as follows:  .01% (annualized) and  $0.3
in 1997 and .08% (annualized) and $1.6 in 1996.

8.    DERIVATIVE FINANCIAL INSTRUMENTS

     The Company enters into foreign exchange forward agreements,
options and currency swaps to hedge its net investment in foreign
subsidiaries.   At  March  31, 1997  the  Company  had  purchased
options  to  deliver British pounds in exchange for US$207.5,  as
compared with December 31, 1996 when the Company owned the  right
to  deliver  British  pounds  for  US$166.0.   Concurrently,  the
Company  had  sold options to buy British pounds for US$209.0  at
March  31, 1997 as compared with sales of call options on British
pounds for US$166.3 at year-end 1996.

     The Company's outstanding forward agreements as of March 31,
1997  consisted of forward sales of BP46.0 and DM38.0 in  exchange
for  US$71.6 and US$24.7, respectively.  There has been no change
in forward agreements outstanding since December 31, 1996.

      Currency  swaps  outstanding at  quarter-end  obligate  the
Company to pay DM47.0 in exchange for US$31.1 in September  1998,
to  pay C$165.0 in exchange for US$120.4 in July 1999 and to  pay
C$100.0 in exchange for US$74.5 in November 2000.  There has been
no  change in currency swaps outstanding since December 31, 1996.
Semi-annual  interest payments on the notional  amounts  will  be
made on the swaps.

      The Company accrued pretax gains of $4.1 at March 31, 1997,
and  pretax losses of $18.5 at December 31, 1996 on open  hedges.
These  gains  and  losses represent a mark to spot  on  all  open
hedges  and  are  recognized in a separate component  of  equity.
There   were  no  gains  or  losses  recognized  in  net   income
attributable to the above hedging programs.

     The Company and its subsidiaries utilize interest-rate swaps
to   allow   it  to  match  fund  its  variable-  and  fixed-rate
receivables and to manage basis risk.  The amounts to be paid  or
received  under  the agreements are accrued in  interest  expense
consistent with the terms of the agreements.  At March 31,  1997,
accrued  interest  payable related to these  interest-rate  swaps
totaled  $15.0,  which  is largely offset  by  $13.9  of  accrued
interest receivable.  Additionally, foreign subsidiaries  of  the
Company  entered into forward rate agreements (FRA's)  as  hedges
against variable interest rate exposures.  As of March 31,  1997,
the subsidiaries had $82.1 of such FRA's whereby they locked in a
weighted  average fixed payable rate of 6.67%.  These  agreements
will   all  expire  in  December  1997.   There  were  no   FRA's
outstanding as of December 31, 1996.  The impact of interest rate
hedging  activities on the Company's weighted  average  borrowing
rates  and on the reported interest expense for the three  months
ended March 31, was an increase of .05% (annualized) and $1.6  in
1997 and .08% (annualized) and $2.4 in 1996.

     The following table summarizes the interest-rate swaps
outstanding at March 31, 1997:
                                                 Weighted Average     Weighted
                                       Notional   Interest Rates       Average
                                         Amount    Pay   Receive      Maturity*

Pay fixed-rate - receive floating-rat  $  629.9   7.45%   6.33%         2.6
Pay floating-rate - receive fixed-rate                                 
  Denominated in                                                   
     US$                                  153.0   5.88    6.51          9.2
     British pounds                       132.8   6.93    7.95          2.3
Pay floating-rate - receive floating-     915.0   5.60    5.89          1.1
  rate
Total                                  $1,830.7   6.36    6.24          2.4

*Remaining term in years.


9.    EARNINGS PER COMMON SHARE

     Computations of primary and fully diluted earnings per common share are 
as follows:

                                                            Three Months Ended
                                                                 March 31,
                                                              1997        1996
PRIMARY EARNINGS
  Net Income .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  $100.7     $107.4
  Dividends on Preferred Stock .  .  .  .  .  .  .  .  .  .    (1.3)      (1.3)
  Net Income Applicable to Common Stock .  .  .  .  .  .  .  $ 99.4     $106.1

  Weighted Average Shares Outstanding:
    Common  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    53.6       52.9
    Common Stock Equivalents   .  .  .  .  .  .  .  .  .  .     1.5        1.2
      Total  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    55.1       54.1

Primary Earnings per Common Share .  .  .  .  .  .  .  .  .   $1.80      $1.96

FULLY DILUTED EARNINGS
    Net Income  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  $100.7     $107.4
    Dividends on Non-Convertible Preferred Stock .  .  .  .    (1.3)      (1.3)
    Net Income Applicable to Common Stock  .  .  .  .  .  .  $ 99.4     $106.1

    Weighted Average Shares Outstanding:
      Common .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    53.6       52.9
      Common Stock Equivalents .  .  .  .  .  .  .  .  .  .     1.7        1.6
        Total.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    55.3       54.5

Fully Diluted Earnings per Common Share .  .  .  .  .  .  .  .$1.80      $1.95


10.  RATIO OF EARNINGS TO FIXED CHARGES
                                                            Three Months Ended
                                                                  March 31,
                                                                1997     1996
     Net Income.  .  .  .  .  .  .  .  .  .  .  .  .  .  .   $100.7     $107.4
     Add Provision for Income Taxes .  .  .  .  .  .  .  .     61.7       77.3
         Earnings Before Income Taxes  .  .  .  .  .  .  .    162.4      184.7

     Fixed Charges:
       Interest and Debt Expense .  .  .  .  .  .  .  .  .    214.7      209.0
       Interest Factor Portion of Rentals .  .  .  .  .  .      6.2        5.4
         Total Fixed Charges  .  .  .  .  .  .  .  .  .  .    220.9      214.4

     Earnings Before Income Taxes and Fixed Charges   .  .   $383.3     $399.1

     Ratio of Earnings to Fixed Charges   .  .  .  .  .  .     1.74       1.86

     Preferred Dividend Requirements.  .  .  .  .  .  .  .   $  2.1     $  2.1

     Ratio of Earnings to Fixed Charges and Preferred
        Dividend Requirements .  .  .  .  .  .  .  .  .  .  .  1.72       1.84

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


11.   CONTINGENT LIABILITIES

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

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

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

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



             BENEFICIAL CORPORATION AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

Financial Condition

      The  Company's leverage (the ratio of interest-bearing debt
to  total  equity) was reduced to 7.61 times at March  31,  1997,
from  7.93 times at year-end 1996.  In order to maintain leverage
within   targeted  levels,  subsidiaries  of  the  Company   sell
receivables  through securitizations in the capital  markets  and
retain collection and administrative responsibilities as servicer
for the trust holding the receivables.  During the second quarter
of 1997, subsidiaries of the Company plan to sell $808 million of
variable-rate   home   equity   lines   of   credit   through   a
securitization that will result in lower leverage in  the  second
quarter.  As a result, these receivables were classified as  held
for resale at March 31, 1997.

      Total owned finance receivables increased $101 million,  or
1%  during  the  first  three months of 1997,  compared  with  an
increase of $451 million, or 3% during the first three months  of
1996.    Managed  receivables,  which  include  loans   sold   in
securitizations but still serviced, decreased $126  million  this
year compared with an increase of $332 million in the prior year.
The  current  year  decline in managed receivables  reflects  the
anticipated  significant  pay down of  certain  maturing  special
financing portfolio tranches at Beneficial National Bank USA (BNB
USA),  the  Company's private-label credit card subsidiary.   BNB
USA's  receivables  declined  $222 million  during  the  quarter,
compared with a gain of $151 million a year earlier.  Conversely,
internally  generated receivables growth in  the  North  American
consumer  finance subsidiaries was $121 million during  the  1997
quarter, compared with net runoff of $41 million during the first
quarter  of  1996.  Portfolio acquisitions added $234 million  to
the  1996  quarter's  total growth, while contributing  only  $44
million   this  year.   Reflecting  the  remaining   balance   of
receivables   serviced   from   prior   securitizations,    total
receivables sold with servicing retained were $1,962  million  at
March 31, 1997, compared with $994 million at March 31, 1996.

     At  March  31,  1997, the allowance for  credit  losses  was
$494.5  million  or  3.35%  as  a  percentage  of  owned  finance
receivables compared with $498.2 million or 3.40% at December 31,
1996,  and  $423.2  million or 3.05% at  March  31,  1996.   This
reduction  in  the  allowance  from  1996  year-end  corresponded
directly to the BNB USA runoff discussed above.  At the March 31,
1997  level,  the reserve covered annualized net chargeoffs  1.33
times,  compared  with 1.57 times at December  31,  1996.   As  a
percentage   of   average  owned  receivables,   annualized   net
chargeoffs  were  2.53%, compared with 1.98% in the  first  three
months of 1996, reflecting a higher proportion of credit card and
personal  loans  in the receivables portfolio,  coupled  with  an
increase in the chargeoff rate on these portfolios.

     As   disclosed  in  the  table  that  follows,   all   owned
receivables  delinquent two months and greater on  a  contractual
basis  increased to 3.70% of total outstandings at March 31 1997,
from  3.16%  a  year earlier and 3.38% at the end of  1996.   The
increase  reflects somewhat higher delinquency rates on unsecured
portfolios.  On a managed basis, delinquency increased  to  3.58%
at  March 31, from 3.15% a year earlier and 3.20% at December 31,
1996.  The table that follows details delinquency by product type
on both an owned and managed basis.

      Delinquency %          Product Type                  Delinquency %
      Managed Basis                                        Owned Basis
March 31,  Dec. 31, March 31,                    March 31,  Dec. 31,  March 31,
 1997        1996    1996                           1997       1996     1996
 2.58%       2.13%   2.42%   Real Estate Secured    2.56%     2.17%     2.35%
 6.08        5.81    5.66    Personal Unsecured     6.08      5.81      5.66
 3.67        3.23    2.74    Credit Card            3.67      3.23      2.74
 3.70        3.62    2.92    Sales Finance          3.70      3.62      2.92
 3.58        3.20    3.15    Overall                3.70      3.38      3.16

       During  the  quarter,  220  thousand  common  shares  were
repurchased  by  the Company at an average price  of  $69.80  and
placed  in  treasury as part of the 1.2 million share  repurchase
program  approved  by the Board of Directors in  November,  1996.
These  repurchases  were the primary cause of  the  reduction  in
additional capital during the quarter.

Results of Operations

      First  quarter 1997 net income decreased to $100.7  million
from  $107.4  million in the first quarter  of  1996.   The  1996
quarter  benefited from $80.5 million in pretax profits or  $48.3
million in aftertax profits from the tax refund anticipation loan
(RAL)  business,  while  the  1997 quarter  included  RAL  pretax
profits  of  $70.1  million  or  $42.1  million  aftertax.    RAL
operations  for the 1997 quarter benefited from $24.1 million  in
prior  year bad debt collections, versus $41.9 million  in  1996.
The  1996 recoveries were primarily 1995 earned income tax credit
refunds released to the customers by the Internal Revenue Service
rather  than  to the Company's banking subsidiary.  RAL  earnings
comparisons  with  the prior year were further dampened  as  1997
marked the initial year of the revenue sharing agreement with H&R
Block.   In  addition,  the 1996 quarter benefited  from  a  $8.4
million net aftertax gain related to the sale of an annuity block
of business by the Company's life insurance subsidiary.  Removing
the  annuity-related gain and the total RAL-related profits  from
both  years,  earnings increased 16% as compared  with  the  1996
quarter, driven by a strong recovery in earnings at BNB  USA  due
to  favorable  results  in  the special financing  portfolio  and
increased  late  fee revenue.  Additionally during  the  quarter,
BNB  USA  re-negotiated its agreement with  PriceCostco  Inc.  (a
large  national merchant), which represented approximately 6%  of
outstandings   at   March  31,  1997.   This   program   incurred
considerable  start-up  costs and had been  experiencing  a  high
level  of convenience usage (customers paying off balances within
grace  periods before finance charges accrue.)  As  a  result  of
this  re-negotiation, costs of the program will be  significantly
reduced, but the program will be terminated by the end of 1997.

     Lending  spread increased $28.4 million or 8% for the  first
quarter of 1997 as compared with the first quarter of 1996.  As a
percentage  of average owned receivables, the lending  spread  of
9.95%  in the first quarter of 1997 increased from 9.89%  in  the
prior  year  first quarter.  The gross yield as a  percentage  of
average  owned receivables fell slightly to 15.80% from 16.04%  a
year  earlier, however, interest expense fell moderately to 5.85%
from 6.15%.  The increase in the lending spread is the result  of
higher  margins at BNB USA offset by reduced yields in the  other
North American consumer finance subsidiaries.

     During  the  first  quarter, other revenue  decreased  $18.4
million  or  11%  to  $147.3 million from  1996,  reflecting  the
reduction in RAL income and the annuity-related gain recorded  in
1996.

      Removing  the  impact  of  the $24 million  annuity-related
capital  gain,  first  quarter  1997  insurance  pretax  earnings
increased  37% to $22.7 million from $16.6 million in  the  prior
year quarter.  These results reflect strong premium revenues  and
lower  loss ratios, corresponding to the improved internal growth
in  the consumer finance subsidiaries.  The Company continues  to
runoff  the non-affiliated independent credit business.  Further,
the  sale of an ordinary life block is expected during the second
quarter.   Neither of these items is expected to have a  material
effect  on  the  Company's  financial  condition  or  results  of
operations.

      Subsidiaries  outside the United States  contributed  $10.7
million  in  pretax  earnings in the first  quarter  of  1997,  a
decrease  of $3.1 million or 22% from the first quarter of  1996.
The  unfavorable earning comparisons with 1996 were driven by the
Canadian and German operations.  The combined United Kingdom  and
Ireland  operations'  earnings improved moderately.   The  German
operation reported a $1.9 million loss for the quarter.

     Reflecting the significant increase in net chargeoffs  as  a
percentage of average owned receivables, and the increase in  the
average   receivable  base,  the  provision  for  credit   losses
increased 14% to $93.1 million in the first quarter in comparison
with  the  same  period in 1996.  As an annualized percentage  of
average owned receivables, first three months net chargeoffs rose
to  2.53%  of  the portfolio from 1.98% in the first  quarter  of
1996.  From a product line perspective, the increase in chargeoff
rates  were  most  evident  in personal  unsecured  loans,  which
increased  to  5.46% during the first three months of  1997  from
4.47%  a  year  earlier, and in the credit card portfolio,  which
rose  to 3.93% from 3.40% during the first three months of  1996.
Both  trends  reflect  the  continued  high  levels  of  consumer
bankruptcy  in  North America.  The increase in the  credit  card
chargeoff  rate also reflects the maturing of BNB USA's  private-
label  credit  card  portfolio,  which  is  within  expectations.
Management  expects chargeoffs in the credit  card  portfolio  to
continue to increase as the portfolio matures.  In addition,  the
personal  unsecured chargeoff rates, as well as the  credit  card
chargeoff rates, will continue to reflect the economic cycle  and
the economic health of the consumer.

     Salaries  and  other operating expenses in  total  increased
10.5%  in  the first quarter of this year compared with the  1996
quarter.    Increased  marketing  expenses   and   new   business
development initiatives account for the majority of the  increase
in  operating  expenses.  Relating these  operating  expenses  to
average owned receivables generates an operating expense ratio of
7.63%  in first three months compared with 7.44% in 1996.   As  a
percentage of average managed receivables, the first three months
operating  expense  ratio declined to 6.73%  from  6.91%  a  year
earlier.

Changes in Cash Flow and Liquidity

     The  principal  sources of cash are collections  of  finance
receivables,  proceeds from the issuance of short- and  long-term
debt,  and cash provided through operations, including maturities
and  repayments  of its receivables.  The monthly collections  of
cash  principal  as a percentage of average receivables  averaged
6.55%  in the first three months of 1997, compared with 5.36%  in
the first three months of 1996.

     Substantial   additional  liquidity  is  available   through
committed bank lines that the Company maintains in support of its
commercial  paper  borrowings  and through  long-term  borrowings
through   both   private   and  public  debt   offerings.   Also,
subsidiaries of the Company sell, from time to time, home  equity
loans through securitizations in the capital markets.

     The   principal  uses  of  cash  are  loans  to   customers,
repayments  of  maturing  debt, dividends  to  shareholders,  and
general operating needs.

Recent Accounting Pronouncements

       The   Financial  Accounting  Standards  Board  has  issued
Statement  of  Financial  Accounting Standards  (SFAS)  No.  128,
"Earnings Per Share."  SFAS No. 128 simplifies the computation of
earnings per share (EPS) and requires dual presentation of  basic
and diluted EPS by entities with complex capital structures.  The
statement  is  effective  for  financial  statements  issued  for
periods  ending  after December 15, 1997.  The Company  does  not
expect the diluted EPS presentation to differ significantly  from
the current primary EPS.

      The  consolidated  financial statements and  related  notes
should be read in conjunction with the preceding review.




             BENEFICIAL CORPORATION AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

           As widely  reported  in  the  media, there are industry
related  circumstances which may impact the   Company   and   its
subsidiaries.  These  circumstances involve (1)  the  substantial
volume  of litigation brought  by  the  Alabama  plaintiffs'  bar
against   banking,  consumer  finance  and  insurance   companies
operating  in   that   state,  (2)  the large   punitive   awards
obtained  from juries in that state, and (3) the failure  of  the
Alabama Supreme Court to reverse  many  of  those awards.    Like
other  companies in these industries, a subsidiary of the Company
is  involved in a number of lawsuits in Alabama, most   of  which
relate   to   the   financing  of satellite television  broadcast
receiver dishes, a business the Company's subsidiary discontinued
in   1995.     These    cases   generally    allege    inadequate
disclosure    of  financing  terms.  In nearly all  cases,  other
parties are also named as defendants or have been brought  in  as
defendants      pursuant     to    cross-claims.      Unspecified
compensatory   and   punitive damages are sought.   The  judicial
climate  in  Alabama  is such that  the  outcomes  of   each   of
these  cases are unpredictable. Certain of these cases have  been
settled  for  nominal  amounts that in  the  aggregate  are   not
material  to  the  Company.   With respect to the pending  cases,
the  Company  and  its subsidiary believe  the   subsidiary   has
substantive  legal   defenses  to  the  claims  asserted  and  is
defending each case vigorously.


Item 6.  Exhibits and Reports on Form 8-K.

     a)  Exhibits -

 Exhibit                                 
  Number                             Exhibit
                                         
   3.1     Copy    of    the   Company's   Restated   Certificate    of
           Incorporation, as amended, is incorporated by  reference  to
           Exhibit  3.1 of the Annual Report on Form 10-K for the  year
           ended December 31, 1994.
           
   3.2     Copy  of  the Company's By-Laws, as amended, is incorporated
           by reference to Exhibit 3.2 of the Annual Report on Form 10-
           K for the year ended December 31, 1990.
           
   27      Financial Data Schedule (in EDGAR filing only).
           
     b)  The  Company  filed  the following report  on  Form  8-K
         during the period covered by this Form 10-Q:

          1)   A  report  on  Form 8-K, dated January  28,  1997,
               relating to the Company's fourth-quarter earnings,
               which were announced on January 28, 1997.





             BENEFICIAL CORPORATION AND SUBSIDIARIES





                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.




Date      May 8, 1997                                 /s/Ronald E. Bombolis
                                                         Ronald E. Bombolis
                                                          Sr. Vice President
                                                          and Controller
                                                          (Chief Accounting
                                                          Officer)




Date      May 8, 1997                                  /s/Andrew C. Halvorsen
                                                          Andrew C. Halvorsen
                                                          Member of the Office
                                                          of the President and
                                                          Director (Chief
                                                          Financial Officer)





                                  EXHIBIT INDEX

 Exhibit                                
  Number                             Exhibit
                                        
   3.1    Copy  of the Company's Restated Certificate of Incorporation,
          as  amended, is incorporated by reference to Exhibit  3.1  of
          the  Annual  Report on Form 10-K for the year ended  December
          31, 1994.
          
   3.2    Copy  of  the  Company's By-Laws, as amended, is incorporated
          by  reference to Exhibit 3.2 of the Annual Report on Form 10-
          K for the year ended December 31, 1990.
          
   27     Financial Data Schedule (in EDGAR filing only).






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE BALANCE SHEET AND STATEMENT OF INCOME (BOTH DATED 3/31/97) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                             249
<SECURITIES>                                         0<F1>
<RECEIVABLES>                                    14773
<ALLOWANCES>                                       495
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F2>
<PP&E>                                             516<F3>
<DEPRECIATION>                                     312<F3>
<TOTAL-ASSETS>                                   17013
<CURRENT-LIABILITIES>                                0<F2>
<BONDS>                                           8786<F4>
                                0
                                        115
<COMMON>                                            54
<OTHER-SE>                                        1580<F5>
<TOTAL-LIABILITY-AND-EQUITY>                     17013
<SALES>                                              0
<TOTAL-REVENUES>                                   773<F6>
<CGS>                                                0
<TOTAL-COSTS>                                      215<F7>
<OTHER-EXPENSES>                                   302<F8>
<LOSS-PROVISION>                                    93
<INTEREST-EXPENSE>                                   0<F9>
<INCOME-PRETAX>                                    162
<INCOME-TAX>                                        61
<INCOME-CONTINUING>                                101
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       101
<EPS-PRIMARY>                                     1.80
<EPS-DILUTED>                                     1.80
<FN>
<F1>CURRENT MARKETABLE EQUITY SECURITIES ARE NOT SEPARATELY STATED.
<F2>DO NOT PREPARE CLASSIFIED BALANCE SHEET.
<F3>PP&E PER BALANCE SHEET (203.7) IS SHOWN NET OF DEPRECIATION.
<F4>LONG-TERM DEBT PER BALANCE SHEET.
<F5>INCLUDES ADDITIONAL CAPITAL (296.1), NET UNREALIZED LOSS ON INVESTMENTS
(-4.4), FOREIGN CURRENCY TRANSLATION ADJ (-46.0), AND RETAINED EARNINGS
(1334.4) PER BALANCE SHEET = 1580.1
<F6>INCLUDES FINANCE CHARGES AND FEES (579.4), INSURANCE PREMIUMS (45.9) AND
OTHER REVENUE (147.3) PER INCOME STATEMENT = 772.6
<F7>INTEREST EXPENSE PER INCOME STATEMENT.
<F8>INCLUDES SALARIES AND BENEFITS (105.1), INSURANCE BENEFITS (22.8) AND
OTHER (174.5) PER INCOME STATEMENT = 302.4
<F9>COMPANY'S PRIMARY COST OF GENERATING REVENUE IS INTEREST EXPENSE WHICH IS
INCLUDED IN TOTAL COSTS (ABOVE).
</FN>
        

</TABLE>


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