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<P ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-1"><STRONG>As filed with the Securities and Exchange Commission on September 3, 1999Registration No. 333-__________</STRONG></FONT><FONT FACE="Arial">
========================================================================</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial">SECURITIES AND EXCHANGE COMMISSION</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">WASHINGTON, D.C. 20549</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>FORM S-8</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>ASSOCIATES FIRST CAPITAL CORPORATION</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">(Exact name of registrant as specified in its charter)</FONT>
<CENTER>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Arial">Delaware</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Arial">06-0876639</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">(I.R.S. Employer Identification No.)</FONT></TD></TR></TABLE>
</CENTER>

<CENTER>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"></P>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Arial">250 East Carpenter Freeway</FONT>

<P><FONT FACE="Arial">Irving, Texas</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">(Address of principal executive offices)</FONT></TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial">75062-2729</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">(Zip Code)</FONT></TD></TR></TABLE>
</CENTER>
</P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>ASSOCIATES FIRST CAPITAL CORPORATION</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">(Full title of the Plan)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial">Chester D. Longenecker, Esq.</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">Associates First Capital Corporation</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">250 East Carpenter Freeway</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">Irving, Texas 75062-2729</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">(972) 652-4000</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">(Name, address and telephone number, including area code, of agent for service)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial">CALCULATION OF REGISTRATION FEE</FONT>
<CENTER>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"></P>
<BR WP="BR1"><BR WP="BR2">Title of securities

<P><FONT FACE="Arial" SIZE="-1">to be registered</FONT></TD>
<TD ALIGN="CENTER"></P>
<BR WP="BR1"><BR WP="BR2">Amount to be registered</TD>
<TD ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">Proposed maximum offering price
per share </FONT><FONT FACE="Arial" SIZE="-2">1</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Arial" SIZE="-2">Proposed</FONT>

<P><FONT FACE="Arial" SIZE="-2">maximum aggregate</FONT></P>

<P><FONT FACE="Arial" SIZE="-2">offering price (1, 2)</FONT></TD>
<TD ALIGN="CENTER"></P>
<BR WP="BR1"><BR WP="BR2">Amount of registration fee (2)</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-2">Class A Common Stock, par value $.01 per
share (1)</FONT></TD>
<TD ALIGN="CENTER">
<BR WP="BR1"><BR WP="BR2">2,000,000 shares (2,4) </TD>
<TD ALIGN="CENTER">
<BR WP="BR1"><BR WP="BR2">$34.69</TD>
<TD ALIGN="CENTER">
<BR WP="BR1"><BR WP="BR2">$69,380,000</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-2">$19,288</FONT></TD></TR></TABLE>
</CENTER>

<P><FONT FACE="Arial" SIZE="-2">(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, and based upon the average of the high and low prices of a share of Associates Class A
Common Stock on
August 31, 1999, as quoted on the New York Stock Exchange.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">(2) </FONT><FONT FACE="Arial" SIZE="-2">A total of 750,000 shares of Associates Class A Common Stock were previously registered on Form S-8 (No. 333-19417) to be offered under Associates prior Employee Stock Purchase Plan,
and a filing fee of $11,186 was paid in
connection therewith. The total number of shares of Associates Class A Common Stock shown in the table above includes 650,000 shares remaining unsold under that prior registration statement that are being carried forward from the prior
plan pursuant to General Instruction E to Form S-8. The amount of the registration fee shown in the table above is calculated as if the total number of shares being registered included the 650,000 shares previously registered. However, the
amount of the registration fee actually paid in connection with this registration statement, $13,019, is calculated with respect to only the 1,350,000 shares being registered for the first time hereunder and assuming a proposed maximum
aggregate offering price for those shares only of $46,831,500.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">(3) </FONT><FONT FACE="Arial" SIZE="-2">In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the Associates First Capital Corporation Discounted
Employee Stock Purchase Plan (the "Plan").</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">(4)</FONT><FONT FACE="Arial" SIZE="-1"> </FONT><FONT FACE="Arial" SIZE="-2">Includes an indeterminate amount of additional shares which may be necessary to adjust the number of shares reserved for issuance
pursuant to the Plan as a result of any future stock split, reverse stock split, stock dividend,
combination or reclassification, reorganization, recapitalization, rights offering or similar event resulting in an increase in the number of outstanding shares of Associates Class A Common Stock.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>PART I</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</STRONG></FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 1.</STRONG> <STRONG><EM>Plan Information.</EM></STRONG></FONT><FONT FACE="Arial"><EM></EM></FONT></P>

<P><FONT FACE="Arial">Not required to be filed with this registration statement.</FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 2.</STRONG> <STRONG><EM>Registrant Information and Employee Plan Annual Information.</EM></STRONG></FONT><FONT FACE="Arial"><EM></EM></FONT></P>

<P><FONT FACE="Arial">Not required to be filed with this registration statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>PART II</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></FONT></P>

<P><FONT FACE="Arial"> </FONT><FONT FACE="Arial"><STRONG>Item 3.</STRONG> <STRONG><EM>Incorporation of Documents by Reference.</EM></STRONG></FONT><FONT FACE="Arial"><EM></EM></FONT></P>

<P><FONT FACE="Arial">The following documents filed or to be filed with the Securities and Exchange Commission are incorporated by reference in this registration
statement:</FONT></P>

<P><FONT FACE="Arial">(a) The latest annual report of Associates First Capital Corporation (the "Company" or "Associates") filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), which contains, either directly or indirectly by incorporation by reference,
certified financial statements for Associates latest fiscal year for which such statements have been filed;</FONT></P>

<P><FONT FACE="Arial">(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred
to in paragraph (a) above; and</FONT></P>

<P><FONT FACE="Arial">(c) The description of Associates Class A Common Stock contained in the registration statement on Form S-1 (No. 333-817), as amended, filed
by Associates under the Securities Act of 1933, as amended (the "1933 Act").</FONT></P>

<P><FONT FACE="Arial">Any documents subsequently filed by or on behalf of Associates or the Associates First Capital Corporation Discounted Employee Stock
Purchase Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.</FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 4. <EM>Description of Securities.</EM></STRONG></FONT><FONT FACE="Arial"></FONT></P>

<P><FONT FACE="Arial">Associates Class A Common Stock is registered under Section 12(b) of the 1934 Act; accordingly, the information required by this item is not
applicable to this registration statement.</FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 5. <EM>Interest of Named Experts and Counsel.</EM></STRONG></FONT><FONT FACE="Arial"></FONT></P>

<P><FONT FACE="Arial">The shares of Class A Common Stock offered under the Plan will not be original issuance securities, and the Plan will not be subject to the
requirements of ERISA; accordingly, the information required by this item is not applicable to this registration statement in accordance with the
instructions to Item 8 of Form S-8.</FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 6<EM>. Indemnification of Directors and Officers.</EM></STRONG></FONT><FONT FACE="Arial"><EM></EM></FONT></P>

<P><FONT FACE="Arial">Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was
an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer employee or agent of
another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in connection with the defense or settlement of an action by or in the right of the
corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.</FONT></P>

<P><FONT FACE="Arial">In accordance with the Delaware Law, the Restated Certificate of Incorporation of the Company contains a provision to limit the personal liability
of the directors of the Company for violations of their fiduciary duty. This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law
providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.</FONT></P>

<P><FONT FACE="Arial">The directors and officers of the Company are covered by directors' and officers' insurance policies relating to the Company and its subsidiaries.</FONT></P>

<P><FONT FACE="Arial">The Restated Certificate of Incorporation of the Company provides for indemnification of the officers and directors of the Company to the full
extent permitted by applicable law.</FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 7. <EM>Exemption from Registration Claimed.</EM></STRONG></FONT><FONT FACE="Arial"></FONT></P>

<P><FONT FACE="Arial">No restricted securities will be reoffered or resold pursuant to this registration statement; accordingly, the information required by this item is not
applicable to this registration statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial"><STRONG>Item 8</STRONG>. <STRONG><EM>Exhibits.</EM></STRONG></FONT><FONT FACE="Arial"><EM></EM></FONT></P>

<P><FONT FACE="Arial"><STRONG>Exhibit<BR>
<U>Number</U> <U>Exhibit</U></STRONG></FONT><FONT FACE="Arial"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial"><STRONG>* 4.1 </STRONG>-<STRONG> </STRONG>Associates First Capital Corporation Discounted Employee Stock Purchase Plan</FONT></P>

<P><FONT FACE="Arial"><STRONG>**4.2</STRONG> - Restated Certificate of Incorporation of Associates First Capital Corporation </FONT></P>

<P><FONT FACE="Arial"><STRONG>* 23</STRONG> - Consent of PricewaterhouseCoopers L.L.P.</FONT></P>

<P><FONT FACE="Arial"><STRONG>* 24</STRONG> - Powers of Attorney</FONT></P>

<P><FONT FACE="Arial"><U> </U></FONT><FONT FACE="Arial">* Filed with this registration statement.</FONT></P>

<P><FONT FACE="Arial">** Incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-1 (No. 333-817) filed with the Commission on
February 9, 1996.</FONT></P>

<P><FONT FACE="Arial"><STRONG>Item 9.<EM> Undertakings.</EM></STRONG></FONT><FONT FACE="Arial"></FONT></P>

<P><FONT FACE="Arial">(a) The undersigned registrant hereby undertakes:</FONT></P>

<P><FONT FACE="Arial">(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</FONT></P>

<P><FONT FACE="Arial">(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;</FONT></P>

<P><FONT FACE="Arial">(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement;</FONT></P>

<P><FONT FACE="Arial">(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;</FONT></P>

<P><FONT FACE="Arial">(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</FONT></P>

<P><FONT FACE="Arial">(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.</FONT></P>

<P><FONT FACE="Arial">(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

<P><FONT FACE="Arial">(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>SIGNATURES</STRONG></FONT></P>

<P><FONT FACE="Arial"><STRONG><EM>The Registrant. </EM></STRONG></FONT><FONT FACE="Arial"></FONT><FONT FACE="Arial">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on this 3<SUP>rd</SUP> day of September, 1999.</FONT></P>

<P><FONT FACE="Arial">ASSOCIATES FIRST CAPITAL CORPORATION</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">By:<U> /s/ Chester D. Longenecker </U> <BR>
(Chester D. Longenecker) <BR>
Title: Executive Vice President</FONT></P>

<P><FONT FACE="Arial">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.</FONT></P>

<P><FONT FACE="Arial"> </FONT><FONT FACE="Arial"> </FONT>
<TABLE BORDER="1" WIDTH="100%" CELLPADDING="1" CELLSPACING="1">
<TR VALIGN="TOP"><TD><FONT FACE="Arial"> <U>Signature</U> </FONT></TD>
<TD><FONT FACE="Arial"><U>Title </U></FONT></TD>
<TD><FONT FACE="Arial"> <U>Date</U> </FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>Keith W. Hughes* </U><BR>
Keith W. Hughes</FONT></TD>
<TD><FONT FACE="Arial">Chairman of the Board, <BR>
Principal Executive Officer<BR>
and Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>Roy A. Guthrie* </U><BR>
Roy A. Guthrie</FONT></TD>
<TD><FONT FACE="Arial">Senior Executive Vice President,<BR>
Principal Financial Officer <BR>
and Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999<BR>
</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>John F. Stillo* </U><BR>
John F. Stillo </FONT></TD>
<TD><FONT FACE="Arial">Executive Vice President, <BR>
Comptroller and<BR>
Principal Accounting Officer</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>_____________</U><BR>
J. Carter Bacot</FONT></TD>
<TD><FONT FACE="Arial">Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>_____________</U><BR>
Eric S. Dobkin</FONT></TD>
<TD><FONT FACE="Arial">Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>William M. Isaac* </U> <BR>
William M. Isaac</FONT></TD>
<TD><FONT FACE="Arial">Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>Judy Jolley Mohraz* </U><BR>
Judy Jolley Mohraz</FONT></TD>
<TD><FONT FACE="Arial">Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>H. James Toffey, Jr.*</U><BR>
H. James Toffey, Jr.</FONT></TD>
<TD><FONT FACE="Arial">Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial"><U>Kenneth Whipple* </U><BR>
Kenneth Whipple</FONT></TD>
<TD><FONT FACE="Arial">Director</FONT></TD>
<TD><FONT FACE="Arial">September 3, 1999</FONT></TD></TR></TABLE>

<P><FONT FACE="Arial"><U> </U>*By signing his name hereto, Chester D. Longenecker signs this document on behalf of each of the persons indicated above pursuant to
powers of attorney duly executed by such persons.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">By:<U> /s/ Chester D. Longenecker <BR>
</U> (Attorney-in-Fact)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial"><STRONG><EM>The Plan. </EM></STRONG></FONT><FONT FACE="Arial"></FONT><FONT FACE="Arial">Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State
of Texas, on this 3<SUP>rd</SUP> day of September, 1999.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">ASSOCIATES FIRST CAPITAL CORPORATION DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">By: Compensation Committee of the Board of Directors of Associates First Capital Corporation</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">By:<U> H. James Toffey, Jr.* <BR>
</U> H. James Toffey, Jr.<BR>
Title: Chairman and Member</FONT></P>

<P><FONT FACE="Arial">By:<U> Judy Jolley Mohraz* <BR>
</U> Judy Jolley Mohraz<BR>
<EM> </EM> Title: Member</FONT></P>

<P><FONT FACE="Arial">By:<U> Kenneth Whipple* <BR>
</U> Kenneth Whipple<BR>
Title: Member</FONT></P>

<P><FONT FACE="Arial"><U> </U></FONT><FONT FACE="Arial">*By signing his name hereto, Chester D. Longenecker signs this document on behalf of each of the persons indicated above pursuant to
powers of attorney duly executed by such persons.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">By:<U> /s/ Chester D. Longenecker </U></FONT></P>

<P><FONT FACE="Arial"> (Attorney-in-Fact)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>INDEX TO EXHIBITS</STRONG></FONT><BR>

<CENTER>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH="328"><FONT FACE="Arial"><U>Number</U></FONT></TD>
<TD WIDTH="328"><FONT FACE="Arial"><U>Exhibit</U></FONT></TD>
<TD WIDTH="245"><FONT FACE="Arial"><U>Sequential Page<BR>
at Which Found<BR>
Exhibit <BR>
(or Incorporated<BR>
by Reference)</U></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial">*4.1</FONT></TD>
<TD><FONT FACE="Arial">Associates First Capital Corporation
Discounted Employee Stock Purchase Plan</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial">**4.2</FONT></TD>
<TD><FONT FACE="Arial">Restated Certificate of Incorporation of
Associates First Capital Corporation</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial">*23</FONT></TD>
<TD><FONT FACE="Arial">Consent of PricewaterhouseCoopers L.L.P.</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial">*24</FONT></TD>
<TD><FONT FACE="Arial">Powers of Attorney</FONT></TD>
<TD></TD></TR></TABLE>
</CENTER>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial">* Filed with this registration statement.</FONT></P>

<P><FONT FACE="Arial">** Incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-1 (No. 333-817) filed with the Commission on
February 9, 1996.</FONT></P>

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{"company-data": {"conformed-name": "ASSOCIATES FIRST CAPITAL CORP", "cik": "0000007974", "assigned-sic": "6141", "irs-number": "060876639", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86497", "film-number": "99706069"}, "business-address": {"street1": "250 E CARPENTER FWY", "city": "IRVING", "state": "TX", "zip": "75062", "phone": "9726524000"}, "mail-address": {"street1": "P O BOX 660237", "city": "DALLAS", "state": "TX", "zip": "75266-0237"}, "former-company": {"former-conformed-name": "ASSOCIATES FIRST NATIONAL CORP", "date-changed": "19720518"}}
ssip - November 1995
As filed with the Securities and Exchange Commission on September 3, 1999Registration No. 333-__________
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
06-0876639
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
250 East Carpenter Freeway
Irving, Texas
(Address of principal executive offices)
75062-2729
(Zip Code)
ASSOCIATES FIRST CAPITAL CORPORATION
DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Chester D. Longenecker, Esq.
Associates First Capital Corporation
250 East Carpenter Freeway
Irving, Texas 75062-2729
(972) 652-4000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be registered
Proposed maximum offering price
per share
1
Proposed
maximum aggregate
offering price (1, 2)
Amount of registration fee (2)
Class A Common Stock, par value $.01 per
share (1)
2,000,000 shares (2,4)
$34.69
$69,380,000
$19,288
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, and based upon the average of the high and low prices of a share of Associates Class A
Common Stock on
August 31, 1999, as quoted on the New York Stock Exchange.
(2)
A total of 750,000 shares of Associates Class A Common Stock were previously registered on Form S-8 (No. 333-19417) to be offered under Associates prior Employee Stock Purchase Plan,
and a filing fee of $11,186 was paid in
connection therewith. The total number of shares of Associates Class A Common Stock shown in the table above includes 650,000 shares remaining unsold under that prior registration statement that are being carried forward from the prior
plan pursuant to General Instruction E to Form S-8. The amount of the registration fee shown in the table above is calculated as if the total number of shares being registered included the 650,000 shares previously registered. However, the
amount of the registration fee actually paid in connection with this registration statement, $13,019, is calculated with respect to only the 1,350,000 shares being registered for the first time hereunder and assuming a proposed maximum
aggregate offering price for those shares only of $46,831,500.
(3)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the Associates First Capital Corporation Discounted
Employee Stock Purchase Plan (the "Plan").
(4)
Includes an indeterminate amount of additional shares which may be necessary to adjust the number of shares reserved for issuance
pursuant to the Plan as a result of any future stock split, reverse stock split, stock dividend,
combination or reclassification, reorganization, recapitalization, rights offering or similar event resulting in an increase in the number of outstanding shares of Associates Class A Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.
Not required to be filed with this registration statement.
Item 2.
Registrant Information and Employee Plan Annual Information.
Not required to be filed with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and Exchange Commission are incorporated by reference in this registration
statement:
(a) The latest annual report of Associates First Capital Corporation (the "Company" or "Associates") filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), which contains, either directly or indirectly by incorporation by reference,
certified financial statements for Associates latest fiscal year for which such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred
to in paragraph (a) above; and
(c) The description of Associates Class A Common Stock contained in the registration statement on Form S-1 (No. 333-817), as amended, filed
by Associates under the Securities Act of 1933, as amended (the "1933 Act").
Any documents subsequently filed by or on behalf of Associates or the Associates First Capital Corporation Discounted Employee Stock
Purchase Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Item 4.
Description of Securities.
Associates Class A Common Stock is registered under Section 12(b) of the 1934 Act; accordingly, the information required by this item is not
applicable to this registration statement.
Item 5.
Interest of Named Experts and Counsel.
The shares of Class A Common Stock offered under the Plan will not be original issuance securities, and the Plan will not be subject to the
requirements of ERISA; accordingly, the information required by this item is not applicable to this registration statement in accordance with the
instructions to Item 8 of Form S-8.
Item 6
. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was
an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer employee or agent of
another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in connection with the defense or settlement of an action by or in the right of the
corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of Incorporation of the Company contains a provision to limit the personal liability
of the directors of the Company for violations of their fiduciary duty. This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law
providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.
The directors and officers of the Company are covered by directors' and officers' insurance policies relating to the Company and its subsidiaries.
The Restated Certificate of Incorporation of the Company provides for indemnification of the officers and directors of the Company to the full
extent permitted by applicable law.
Item 7.
Exemption from Registration Claimed.
No restricted securities will be reoffered or resold pursuant to this registration statement; accordingly, the information required by this item is not
applicable to this registration statement.
Item 8
.
Exhibits.
Exhibit
Number
Exhibit
* 4.1
-
Associates First Capital Corporation Discounted Employee Stock Purchase Plan
**4.2
- Restated Certificate of Incorporation of Associates First Capital Corporation
* 23
- Consent of PricewaterhouseCoopers L.L.P.
* 24
- Powers of Attorney
* Filed with this registration statement.
** Incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-1 (No. 333-817) filed with the Commission on
February 9, 1996.
Item 9.
Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on this 3
rd
day of September, 1999.
ASSOCIATES FIRST CAPITAL CORPORATION
By:
/s/ Chester D. Longenecker
(Chester D. Longenecker)
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
Title
Date
Keith W. Hughes*
Keith W. Hughes
Chairman of the Board,
Principal Executive Officer
and Director
September 3, 1999
Roy A. Guthrie*
Roy A. Guthrie
Senior Executive Vice President,
Principal Financial Officer
and Director
September 3, 1999
John F. Stillo*
John F. Stillo
Executive Vice President,
Comptroller and
Principal Accounting Officer
September 3, 1999
_____________
J. Carter Bacot
Director
September 3, 1999
_____________
Eric S. Dobkin
Director
September 3, 1999
William M. Isaac*
William M. Isaac
Director
September 3, 1999
Judy Jolley Mohraz*
Judy Jolley Mohraz
Director
September 3, 1999
H. James Toffey, Jr.*
H. James Toffey, Jr.
Director
September 3, 1999
Kenneth Whipple*
Kenneth Whipple
Director
September 3, 1999
*By signing his name hereto, Chester D. Longenecker signs this document on behalf of each of the persons indicated above pursuant to
powers of attorney duly executed by such persons.
By:
/s/ Chester D. Longenecker
(Attorney-in-Fact)
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State
of Texas, on this 3
rd
day of September, 1999.
ASSOCIATES FIRST CAPITAL CORPORATION DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN
By: Compensation Committee of the Board of Directors of Associates First Capital Corporation
By:
H. James Toffey, Jr.*
H. James Toffey, Jr.
Title: Chairman and Member
By:
Judy Jolley Mohraz*
Judy Jolley Mohraz
Title: Member
By:
Kenneth Whipple*
Kenneth Whipple
Title: Member
*By signing his name hereto, Chester D. Longenecker signs this document on behalf of each of the persons indicated above pursuant to
powers of attorney duly executed by such persons.
By:
/s/ Chester D. Longenecker
(Attorney-in-Fact)
INDEX TO EXHIBITS
Number
Exhibit
Sequential Page
at Which Found
Exhibit
(or Incorporated
by Reference)
*4.1
Associates First Capital Corporation
Discounted Employee Stock Purchase Plan
**4.2
Restated Certificate of Incorporation of
Associates First Capital Corporation
*23
Consent of PricewaterhouseCoopers L.L.P.
*24
Powers of Attorney
* Filed with this registration statement.
** Incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-1 (No. 333-817) filed with the Commission on
February 9, 1996.