<PAGE>
AS FILED ELECTRONICALLY WITH 
THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1996
                                         Registration 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              
                 (State or other jurisdiction of
                 incorporation or organization)
                           06-0876639
                (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
                   EXECUTIVE INCENTIVE PLAN
                     (Full title of the Plan)

                       Timothy M. Hayes, Esq.
                Associates First Capital Corporation
                     250 East Carpenter Freeway
                            Irving, Texas
                              75062-2729
                            (214) 541-4000 
                 (Name, address and telephone number, 
              including area code, of agent for service)
                                
                    CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------
<TABLE>
<S>                  <C>             <C>            <C>          <C>
- --------------------------------------------------------------------
TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED       PROPOSED     AMOUNT OF
TO BE REGISTERED      REGISTERED      MAXIMUM        MAXIMUM     
REGISTRATION
                                      OFFERING       AGGREGATE    FEE 
                                      PRICE          OFFERING
                                      PER SHARE      PRICE <FN>
</TABLE>       
- ---------------------------------------------------------------------
<TABLE>
<S>                   <C>            <C>            <C>             <C>
Deferred Compensation $1,000,000      100%          $1,000,000      $345
Obligations <FN>     
- ---------------------------------------------------------------------
<FN>
<F1>Estimated solely for the purpose of determining the registration fee.
<F2>The Deferred Compensation Obligations are unsecured obligations of
Associates First Capital Corporation to pay deferred compensation in the
future in accordance with the terms of the Associates First Capital
Corporation Executive Incentive Plan Plan.
</FN>
</TABLE>
                       ASSOCIATES FIRST CAPITAL CORPORATION
                            EXECUTIVE INCENTIVE PLAN
                             ______________________


                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 Associate First Capital Corporation (the
  "Company" or "Associates") filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (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.
  
     (c)  The description of Associates Class A Common Stock contained in
registration statement no. 333-817, as amended, filed by Associates under the
Securities Act of 1933 (the "1933 Act").
  
    All documents subsequently filed by Associates 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 such documents.

Item 4.  Description of Securities.

  Certain employees of Associates First Capital Corporation (the "Company")
and its subsidiaries have elected in past years to defer part of their
incentive compensation through the nonqualified Associates Corporation of
North America Executive Incentive Plan (the "Plan").  When such employees so
elected, the Company retained the amount deferred and credited the value of
such amount by book entry to an account maintained for the employee by the
Company.  The Company then assumed a general, unsecured obligation
(collectively, the "Obligations") to pay the employee (a "Participant") in the
future the deferred amount, as adjusted during the deferral period in
accordance with applicable investment measures as selected by the Participant. 
 No new deferrals of compensation will be made through the Plan.

  The Plan is unfunded, and payments of the Obligations are made from the
general assets of the Company.  Each Participant is a general unsecured
creditor of the Company with a claim against the Company for the amount he or
she has deferred, as adjusted during the deferral period in accordance with
applicable investment measures as selected by the Participant.  The
Obligations rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.

  Participant accounts are valued each quarter to reflect the performance
during the quarter, whether positive or negative, of selected investment
measures.  The Company in its sole discretion determines the investment
measures available under the Plan.   Each Participant may elect to allocate
his or her account among the available measures and may change the allocation
no later than the last day of a quarter to be effective the first day of the
following quarter.  Account balances are adjusted as though actually invested
in the investments used as measures, but no investment of funds outside the
Company occurs.

   Participants may not assign or transfer the Obligations, other than by
designating a beneficiary or beneficiaries to receive payment if a Participant
dies before receiving full payment of the amount credited to his or her
account. 

  Payment of Obligations occurs only after termination of employment with the
Company or the applicable subsidiary.  Although a Participant may request a
specific form of payment and the Company may consider such request, the
Company in its sole discretion determines whether payments will be made either
in a lump sum or in installment payments over a specified period.  The Company
in its sole discretion also determines whether payments made after a
Participant's death will be made either in a lump sum or in installments,
provided that no installment payments may be made over a period in excess of
10 years.
  
  The Obligations are not convertible into securities of the Company, and
Participants have no voting rights with respect to the Obligations.  The
Company is not prohibited from securing its other indebtedness with the
Obligations.  No trustee has been appointed with authority to take action with
respect to the Obligations and each Participant will be responsible for acting
independently with respect to the Obligations, including without limitation
any notices, requests for consents, waivers, or amendments pertaining to the
Obligations, enforcement of covenants and action upon a default.

  The Company has full discretionary authority to interpret the Plan, to
establish rules and regulations relating to the Plan, and to make all other
determinations and take all other actions necessary or appropriate for the
proper administration of the Plan.  The Company may amend or terminate the
Plan at any time and from time to time, except that no such amendment may
adversely affect a Participant's rights with respect to the Obligations.

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 attorney's 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.

  Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of
Associates and each person, if any, who controls Associates within the meaning
of the 1933 Act, against certain liabilities, including liabilities under the
1933 Act. 

  The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor 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 8. Exhibits.

        Exhibit
        Number                        Exhibits
                
                
        4   -    Associates First Capital Executive Incentive Plan, as
                 amended (incorporated by reference to Exhibit 10.15 of 
                 the Company's Form S-1 Registration No. 333-817). 
                
       *5   -    Opinion of Timothy M. Hayes, an Assistant General 
                 Counsel and Vice President of Associates First Capital
                 Corporation, with respect to the legality of the
                 securities being registered hereunder.
                
      *23   -    Consent of Coopers & Lybrand, L.L.P.  
                
      *24   -    Powers of Attorney.
                
                
                *  Filed with this Registration Statement
                
                
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 Act 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 Act
and will be governed by the final adjudication of such issue.
                                
                                
                                
<PAGE>
                                    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  
17th day of September, 1996.


                           ASSOCIATES FIRST CAPITAL CORPORATION

                           By: /s/ C. D. Longenecker                           
                              ---------------------------------       
                              C. 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.
<TABLE>
<CAPTION>
 
Signature                 Title                                         Date   
- -----------------         ------------------------------------------
<C>                      <S>                                              <C>
                           
   KEITH W. HUGHES*       Chairman of the Board,
   (Keith W. Hughes)      Principal Executive Officer
                          and Director

                                                               
   ROY A. GUTHRIE*        Executive Vice President, Comptroller,
   (Roy A. Guthrie)       Principal Accounting Officer and Principal
                          Financial Officer   

</TABLE>                           
        
                                                           September 17, 1996
<TABLE>                                                      
 <C>                      <S>                                              <C> 


  HAROLD D. MARSHALL*      Director
  (Harold D. Marshall)

  JOSEPH M. MCQUILLAN*     Director                         
  (Joseph M. McQuillan)                                                        
  
  J. Carter Bacot*         Director
  (J. Carter Bacot)
 
  John M. Devine*          Director   
  (John M. Devine)

  Kenneth Whipple*         Director
  (Kenneth Whipple)

  H. James Toffey, Jr.*     Director
  (H. James Toffey, Jr.)

</TABLE>
- ---------------------                                                 
<PAGE>
*By signing his name hereto, C. 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/ C. D. LONGENECKER
    ____________________                                         
   (Attorney-in-Fact)<PAGE>
<TABLE>
<CAPTION>               

                         EXHIBIT INDEX
                                                             
Exhibit                                                       
Number                                                        
- -------                                                       
<S>         <C>                                               

  
   4      -  Associates First Capital Executive Incentive Plan, as
             amended (incorporated by reference to Exhibit 10.15 of 
             the Company's Form S-1 Registration No. 333-817).
 
  *5      -  Opinion of Timothy M. Hayes, Assistant General Counsel and Vice
             President of Associates First Capital Corporation, with respect 
             to the legality of the securities being registered hereunder.

  *23     -  Consent of Coopers & Lybrand L.L.P.
                   
  *24     -  Powers of Attorney.
                
</TABLE>                
                
* Filed Herewith
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20070}]
{"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": "333-12149", "film-number": "96631133"}, "business-address": {"street1": "250 E CARPENTER FWY", "city": "IRVING", "state": "TX", "zip": "75062", "phone": "2145414000"}, "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"}}
AS FILED ELECTRONICALLY WITH 
THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1996
                                         Registration 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              
                 (State or other jurisdiction of
                 incorporation or organization)
                           06-0876639
                (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
                   EXECUTIVE INCENTIVE PLAN
                     (Full title of the Plan)

                       Timothy M. Hayes, Esq.
                Associates First Capital Corporation
                     250 East Carpenter Freeway
                            Irving, Texas
                              75062-2729
                            (214) 541-4000 
                 (Name, address and telephone number, 
              including area code, of agent for service)
                                
                    CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------
- --------------------------------------------------------------------
TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED       PROPOSED     AMOUNT OF
TO BE REGISTERED      REGISTERED      MAXIMUM        MAXIMUM     
REGISTRATION
                                      OFFERING       AGGREGATE    FEE 
                                      PRICE          OFFERING
                                      PER SHARE      PRICE
- ---------------------------------------------------------------------
Deferred Compensation $1,000,000      100%          $1,000,000      $345
Obligations
- ---------------------------------------------------------------------
Estimated solely for the purpose of determining the registration fee.
The Deferred Compensation Obligations are unsecured obligations of
Associates First Capital Corporation to pay deferred compensation in the
future in accordance with the terms of the Associates First Capital
Corporation Executive Incentive Plan Plan.
ASSOCIATES FIRST CAPITAL CORPORATION
                            EXECUTIVE INCENTIVE PLAN
                             ______________________

                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 Associate First Capital Corporation (the
  "Company" or "Associates") filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (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.
  
     (c)  The description of Associates Class A Common Stock contained in
registration statement no. 333-817, as amended, filed by Associates under the
Securities Act of 1933 (the "1933 Act").
  
    All documents subsequently filed by Associates 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 such documents.

Item 4.  Description of Securities.

  Certain employees of Associates First Capital Corporation (the "Company")
and its subsidiaries have elected in past years to defer part of their
incentive compensation through the nonqualified Associates Corporation of
North America Executive Incentive Plan (the "Plan").  When such employees so
elected, the Company retained the amount deferred and credited the value of
such amount by book entry to an account maintained for the employee by the
Company.  The Company then assumed a general, unsecured obligation
(collectively, the "Obligations") to pay the employee (a "Participant") in the
future the deferred amount, as adjusted during the deferral period in
accordance with applicable investment measures as selected by the Participant. 
 No new deferrals of compensation will be made through the Plan.

  The Plan is unfunded, and payments of the Obligations are made from the
general assets of the Company.  Each Participant is a general unsecured
creditor of the Company with a claim against the Company for the amount he or
she has deferred, as adjusted during the deferral period in accordance with
applicable investment measures as selected by the Participant.  The
Obligations rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.

  Participant accounts are valued each quarter to reflect the performance
during the quarter, whether positive or negative, of selected investment
measures.  The Company in its sole discretion determines the investment
measures available under the Plan.   Each Participant may elect to allocate
his or her account among the available measures and may change the allocation
no later than the last day of a quarter to be effective the first day of the
following quarter.  Account balances are adjusted as though actually invested
in the investments used as measures, but no investment of funds outside the
Company occurs.

   Participants may not assign or transfer the Obligations, other than by
designating a beneficiary or beneficiaries to receive payment if a Participant
dies before receiving full payment of the amount credited to his or her
account. 

  Payment of Obligations occurs only after termination of employment with the
Company or the applicable subsidiary.  Although a Participant may request a
specific form of payment and the Company may consider such request, the
Company in its sole discretion determines whether payments will be made either
in a lump sum or in installment payments over a specified period.  The Company
in its sole discretion also determines whether payments made after a
Participant's death will be made either in a lump sum or in installments,
provided that no installment payments may be made over a period in excess of
10 years.
  
  The Obligations are not convertible into securities of the Company, and
Participants have no voting rights with respect to the Obligations.  The
Company is not prohibited from securing its other indebtedness with the
Obligations.  No trustee has been appointed with authority to take action with
respect to the Obligations and each Participant will be responsible for acting
independently with respect to the Obligations, including without limitation
any notices, requests for consents, waivers, or amendments pertaining to the
Obligations, enforcement of covenants and action upon a default.

  The Company has full discretionary authority to interpret the Plan, to
establish rules and regulations relating to the Plan, and to make all other
determinations and take all other actions necessary or appropriate for the
proper administration of the Plan.  The Company may amend or terminate the
Plan at any time and from time to time, except that no such amendment may
adversely affect a Participant's rights with respect to the Obligations.

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 attorney's 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.

  Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of
Associates and each person, if any, who controls Associates within the meaning
of the 1933 Act, against certain liabilities, including liabilities under the
1933 Act. 

  The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor 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 8. Exhibits.

        Exhibit
        Number                        Exhibits
                
                
        4   -    Associates First Capital Executive Incentive Plan, as
                 amended (incorporated by reference to Exhibit 10.15 of 
                 the Company's Form S-1 Registration No. 333-817). 
                
       *5   -    Opinion of Timothy M. Hayes, an Assistant General 
                 Counsel and Vice President of Associates First Capital
                 Corporation, with respect to the legality of the
                 securities being registered hereunder.
                
      *23   -    Consent of Coopers & Lybrand, L.L.P.  
                
      *24   -    Powers of Attorney.
                
                
                *  Filed with this Registration Statement
                
                
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 Act 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 Act
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  
17th day of September, 1996.

                           ASSOCIATES FIRST CAPITAL CORPORATION

                           By: /s/ C. D. Longenecker                           
                              ---------------------------------       
                              C. 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*       Chairman of the Board,
   (Keith W. Hughes)      Principal Executive Officer
                          and Director

                                                               
   ROY A. GUTHRIE*        Executive Vice President, Comptroller,
   (Roy A. Guthrie)       Principal Accounting Officer and Principal
                          Financial Officer
September 17, 1996
HAROLD D. MARSHALL*      Director
  (Harold D. Marshall)

  JOSEPH M. MCQUILLAN*     Director                         
  (Joseph M. McQuillan)                                                        
  
  J. Carter Bacot*         Director
  (J. Carter Bacot)
 
  John M. Devine*          Director   
  (John M. Devine)

  Kenneth Whipple*         Director
  (Kenneth Whipple)

  H. James Toffey, Jr.*     Director
  (H. James Toffey, Jr.)
- ---------------------
*By signing his name hereto, C. 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/ C. D. LONGENECKER
    ____________________                                         
   (Attorney-in-Fact)
EXHIBIT INDEX
                                                             
Exhibit                                                       
Number                                                        
- -------
4      -  Associates First Capital Executive Incentive Plan, as
             amended (incorporated by reference to Exhibit 10.15 of 
             the Company's Form S-1 Registration No. 333-817).
 
  *5      -  Opinion of Timothy M. Hayes, Assistant General Counsel and Vice
             President of Associates First Capital Corporation, with respect 
             to the legality of the securities being registered hereunder.

  *23     -  Consent of Coopers & Lybrand L.L.P.
                   
  *24     -  Powers of Attorney.
* Filed Herewith