<HTML>
<HEAD>
<META NAME="Generator" CONTENT="Corel WordPerfect 8">
<META NAME="Author" CONTENT="Janice Ligetti">
<TITLE>Registration Statement 401(k)</TITLE>
</HEAD>
<BODY TEXT="#000000" LINK="#0000ff" VLINK="#551a8b" ALINK="#ff0000" BGCOLOR="#c0c0c0">

<P ALIGN="RIGHT"><FONT FACE="Arial"><STRONG>As filed with the Securities and Exchange Commission on September 8, 1999<BR>
</STRONG></FONT><FONT FACE="Arial"><STRONG>Registration No. 333-___</STRONG>
==============================================================================================================</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</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">UNDER</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial">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" BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"></P>
<BR WP="BR1"><BR WP="BR2">250 East Carpenter Freeway<BR>
<FONT FACE="Arial">Irving, Texas</FONT>

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

<P><FONT FACE="Arial" SIZE="-1">(Zip Code)</FONT></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR></TABLE>
</CENTER>

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

<P ALIGN="CENTER"><FONT FACE="Arial"><STRONG>INCENTIVE COMPENSATION 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" SIZE="-1">Irving, Texas</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">75062-2729</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1"> (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>

<P ALIGN="CENTER"><FONT SIZE="-1">CALCULATION OF REGISTRATION FEE</FONT>
<TABLE BORDER="1" WIDTH="908" CELLPADDING="1" CELLSPACING="1">
<TR VALIGN="TOP"><TD WIDTH="197"><FONT SIZE="-1">Title of securities<BR>
to be registered</FONT> </TD>
<TD WIDTH="157"><FONT SIZE="-1">Amount to be<BR>
registered (1)</FONT></TD>
<TD WIDTH="202"><FONT SIZE="-1"> Proposed maximum offering price per
share (2)</FONT></TD>
<TD WIDTH="202"><FONT SIZE="-1"> Proposed maximum aggregate
offering price (2)</FONT></TD>
<TD WIDTH="150"><FONT SIZE="-1"> Amount of registration fee</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE="-1">Class A Common Stock, par value
$.01 per share</FONT></TD>
<TD><BR>
<FONT SIZE="-1">4,000,000 shares</FONT></TD>
<TD><BR>
<FONT SIZE="-1">$34.69</FONT></TD>
<TD><BR>
<FONT SIZE="-1">$138,760,000</FONT></TD>
<TD><BR>
<FONT FACE="Arial" SIZE="-1">$38,575</FONT></TD></TR></TABLE>

<P><FONT FACE="Arial" SIZE="-1">(1) </FONT><FONT FACE="Arial" SIZE="-1">The number of shares being registered represents the maximum number of shares that may be acquired by the Compensation Committee of the Board of Directors of Associates
First Capital Corporation, as Plan Administrator, under the Associates First Capital Corporation Incentive Compensation Plan (the "Plan"), during 1999 and during subsequent years
until a new registration statement becomes effective.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">(2) </FONT><FONT FACE="Arial" SIZE="-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 Class A Common Stock of Associates First Capital Corporation on August 31, 1999, as quoted on the New York Stock Exchange.</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1"><STRONG>PART I</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1"><STRONG>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</STRONG></FONT></P>

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

<P><FONT FACE="Arial" SIZE="-1">Not required to be filed with this registration statement.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 2.</STRONG> <STRONG><EM>Registrant Information and Employee Plan Annual Information.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"><EM></EM></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">Not required to be filed with this registration statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1"><STRONG>PART II</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 3.</STRONG> <STRONG><EM>Incorporation of Documents by Reference.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"><EM></EM></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">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" SIZE="-1">(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" SIZE="-1">(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" SIZE="-1">(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" SIZE="-1">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 of such documents.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 4. <EM>Description of Securities.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">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" SIZE="-1"><STRONG>Item 5. <EM>Interest of Named Experts and Counsel.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">The legality of the shares of Associates Class A Common Stock offered under the Associates First Capital Corporation Incentive Compensation Plan (the "Plan") will be passed upon
for Associates by Frederic C. Liskow, who is a Vice President and Assistant General Counsel of Associates. Mr. Liskow owns shares of Associates Class A Common Stock and has
options to purchase additional shares of Associates Class A Common Stock.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 6<EM>. Indemnification of Directors and Officers.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"><EM></EM></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">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" SIZE="-1">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" SIZE="-1">The directors and officers of the Company are covered by directors' and officers' insurance policies relating to the Company and its subsidiaries.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">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" SIZE="-1"><STRONG>Item 7. <EM>Exemption from Registration Claimed.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">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>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 8</STRONG>. <STRONG><EM>Exhibits.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"><EM></EM></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>Exhibit</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG><U>Number</U> <U>Exhibit</U></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>*4.1 </STRONG>-<STRONG> </STRONG>Associates First Capital Corporation Incentive Compensation Plan, as amended and restated effective January 1, 1997</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>**4.2</STRONG> - Restated Certificate of Incorporation of Associates First Capital Corporation </FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>*5 </STRONG>-<STRONG> </STRONG>Opinion and Consent of Frederic C. Liskow</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>*23</STRONG> - Consent of PricewaterhouseCoopers L.L.P. The consent of Frederic C. Liskow is included in the opinion referred to in Exhibit 5 above.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>*24</STRONG> - Powers of Attorney</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><U>___________________________</U></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">* Filed with this registration statement.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">** 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>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 9.<EM> Undertakings.</EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">(a) The undersigned registrant hereby undertakes:</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"> (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" SIZE="-1"> (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"> (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" SIZE="-1"> (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" SIZE="-1"> (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" SIZE="-1"> (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" SIZE="-1">(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" SIZE="-1">(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>

<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1"><STRONG>SIGNATURES</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG><EM>The Registrant. </EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1">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
8<SUP>th</SUP> day of September, 1999.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1">ASSOCIATES FIRST CAPITAL CORPORATION</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">By:<U> /s/ Frederic C. Liskow </U> <BR>
(Frederic C. Liskow) <BR>
<STRONG><EM> </EM></STRONG></FONT><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"> Title: Vice President</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">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>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><U> </U></FONT><FONT FACE="Arial" SIZE="-1"><U> </U></FONT><FONT SIZE="-1"> </FONT>
<TABLE BORDER="1" WIDTH="100%" CELLPADDING="1" CELLSPACING="1">
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U> Signature </U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"><U>Title </U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"><U> Date </U></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>Keith W. Hughes* <BR>
</U>Keith W. Hughes</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Chairman of the Board, <BR>
Principal Executive Officer<BR>
and Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>Roy A. Guthrie* <BR>
</U>Roy A. Guthrie</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Senior Executive Vice President,<BR>
Principal Financial Officer <BR>
and Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999<BR>
</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>John F. Stillo* </U><BR>
John F. Stillo </FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Executive Vice President, <BR>
Comptroller and<BR>
Principal Accounting Officer</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>J. Carter Bacot*_<BR>
</U>J. Carter Bacot</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>Eric S. Dobkin*__<BR>
</U>Eric S. Dobkin</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>William M. Isaac* <BR>
</U>William M. Isaac</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>Judy Jolley Mohraz* <BR>
</U>Judy Jolley Mohraz</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>H. James Toffey, Jr.*<BR>
</U>H. James Toffey, Jr.</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U>Kenneth Whipple* <BR>
</U>Kenneth Whipple</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Director</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">September 8, 1999</FONT></TD></TR></TABLE>

<P><FONT FACE="Arial" SIZE="-1">*By signing his name hereto, Frederic C. Liskow 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" SIZE="-1">By:<U> /s/ Frederic C. Liskow<BR>
</U> (Attorney-in-Fact)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Arial" SIZE="-1"><STRONG>INDEX TO EXHIBITS</STRONG></FONT><FONT FACE="Arial" SIZE="-1"><BR>
</FONT><FONT SIZE="-1"> </FONT>
<CENTER>
<TABLE ALIGN="CENTER" BORDER="1" WIDTH="100%" CELLPADDING="1" CELLSPACING="1">
<TR VALIGN="TOP"><TD WIDTH="328"><FONT FACE="Arial" SIZE="-1"><U>Number</U></FONT></TD>
<TD WIDTH="328"><FONT FACE="Arial" SIZE="-1"><U>Exhibit</U></FONT></TD>
<TD WIDTH="245"><FONT FACE="Arial" SIZE="-1"><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" SIZE="-1">*4.1</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Associates First Capital Corporation Discounted Employee
Stock Purchase Plan</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">**4.2</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Restated Certificate of Incorporation of Associates First
Capital Corporation</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">*5</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Opinion and consent of Frederic C. Liskow</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">*23</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Consent of PricewaterhouseCoopers L.L.P.</FONT></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">*24</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1">Powers of Attorney</FONT></TD>
<TD></TD></TR></TABLE>
</CENTER>

<P><FONT FACE="Arial" SIZE="-1">* Filed with this registration statement.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">** 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>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23776}]
{"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": "333-86745", "film-number": "99707953"}, "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"}}
Registration Statement 401(k)
As filed with the Securities and Exchange Commission on September 8, 1999
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
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
INCENTIVE COMPENSATION 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 (1)
Proposed maximum offering price per
share (2)
Proposed maximum aggregate
offering price (2)
Amount of registration fee
Class A Common Stock, par value
$.01 per share
4,000,000 shares
$34.69
$138,760,000
$38,575
(1)
The number of shares being registered represents the maximum number of shares that may be acquired by the Compensation Committee of the Board of Directors of Associates
First Capital Corporation, as Plan Administrator, under the Associates First Capital Corporation Incentive Compensation Plan (the "Plan"), during 1999 and during subsequent years
until a new registration statement becomes effective.
(2)
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 Class A Common Stock of Associates First Capital Corporation on August 31, 1999, as quoted on the New York Stock Exchange.
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").
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 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 legality of the shares of Associates Class A Common Stock offered under the Associates First Capital Corporation Incentive Compensation Plan (the "Plan") will be passed upon
for Associates by Frederic C. Liskow, who is a Vice President and Assistant General Counsel of Associates. Mr. Liskow owns shares of Associates Class A Common Stock and has
options to purchase additional shares of Associates Class A Common Stock.
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 Incentive Compensation Plan, as amended and restated effective January 1, 1997
**4.2
- Restated Certificate of Incorporation of Associates First Capital Corporation
*5
-
Opinion and Consent of Frederic C. Liskow
*23
- Consent of PricewaterhouseCoopers L.L.P. The consent of Frederic C. Liskow is included in the opinion referred to in Exhibit 5 above.
*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
8
th
day of September, 1999.
ASSOCIATES FIRST CAPITAL CORPORATION
By:
/s/ Frederic C. Liskow
(Frederic C. Liskow)
Title: 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 8, 1999
Roy A. Guthrie*
Roy A. Guthrie
Senior Executive Vice President,
Principal Financial Officer
and Director
September 8, 1999
John F. Stillo*
John F. Stillo
Executive Vice President,
Comptroller and
Principal Accounting Officer
September 8, 1999
J. Carter Bacot*_
J. Carter Bacot
Director
September 8, 1999
Eric S. Dobkin*__
Eric S. Dobkin
Director
September 8, 1999
William M. Isaac*
William M. Isaac
Director
September 8, 1999
Judy Jolley Mohraz*
Judy Jolley Mohraz
Director
September 8, 1999
H. James Toffey, Jr.*
H. James Toffey, Jr.
Director
September 8, 1999
Kenneth Whipple*
Kenneth Whipple
Director
September 8, 1999
*By signing his name hereto, Frederic C. Liskow signs this document on behalf of each of the persons indicated above pursuant to powers of attorney duly executed by such persons.
By:
/s/ Frederic C. Liskow
(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
*5
Opinion and consent of Frederic C. Liskow
*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.