Pricing Supplement No. 2 Dated September 11, 1998,
to Prospectus Dated November 7, 1997
as Supplemented by Prospectus Supplement Dated
April 29, 1998
ASSOCIATES CORPORATION OF NORTH AMERICA
MEDIUM TERM SENIOR NOTES, SERIES J
$600,000,000 principal amount of the Series J Notes, resetting
daily, bearing interest at the rate determined by reference to
the Federal Funds Rate (as defined in the Prospectus
Supplement) plus .30%, and maturing on September 17, 2001,
are being sold by the Company through Morgan Stanley & Co.
Incorporated at a price of 99.65% of their principal amount.
Such Notes may be offered to the public at varying prices
depending upon market conditions at the time of resale, as
determined by Morgan Stanley & Co. Incorporated. Interest on
the Notes will be payable on December 17, March 17, June 17
and September 17 of each year (each an Interest Payment Date)
commencing December 17, 1998 and at maturity. The Interest
Determination Date pertaining to each Interest Reset Date will
be the second Business Day next preceding such Interest Reset
Date.
The Notes to which this Pricing Supplement relates will be
Floating Rate Notes and will be initially issued as Book Entry
Notes for settlement on September 16, 1998.
Prior to this Pricing Supplement, $200,000,000aggregate
principal amount of the Series J Notes offered pursuant to the
Prospectus Supplement dated April 29, 1998 to the Prospectus
dated November 7, 1997 has been sold at the interest rates or
interest rate basis or formula then in effect.
Recent Developments
On August 11, 1998, Associates First Capital Corporation
("First Capital"), the parent corporation of the Company,
announced that it had agreed to acquire the assets and assume
the liabilities of Avco Financial Services, Inc. ("Avco").
First Capital has not yet determined the extent to which the
Company would acquire assets or assume liabilities of Avco.
First Capital expects the acquisition to be completed in late
1998 or early 1999, subject to regulatory approvals and other
customary conditions. Following the announcement, each of
Fitch Investors Service, L.P. and Moody's Investors Service,
Inc. placed the ratings of the Company's long-term debt under
review for possible downgrade due to the possible effect of
the acquisition on the Company, while each of Standard &
Poor's Rating Services and Duff & Phelps Credit Rating Co.
reaffirmed the ratings of the Company's long-term debt.
