ASSOCIATES CORPORATION OF NORTH AMERICA
8-K, 1999-06-25
PERSONAL CREDIT INSTITUTIONS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549





                                 FORM 8-K
                              CURRENT REPORT

  Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

   Date of Report (Date of earliest event) June 24, 1999





                 ASSOCIATES CORPORATION OF NORTH AMERICA
          (Exact name of registrant as specified in its charter)




            DELAWARE
(State or other jurisdiction of incorporation)

(Commission File Number)        1-6154
(I.R.S. Employer
Identification Number)          74-1494554





250 E. Carpenter Freeway, Irving, Texas                          75062-2729
(Address of principal executive offices)                         (Zip Code)





Registrant's telephone number, including area code (972) 652-4000

<PAGE>
Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

     The following exhibit relates to the Registrant's Registration
No.333-62861 on Form S-3 with respect to which the Registrant
issued $1,500,000,000 principal amount of Floating Rate Senior Notes due
June 29, 2000:

     4.1 -    Specimen Form of Note



                                 SIGNATURE

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

                                     ASSOCIATES CORPORATION OF
                                     NORTH AMERICA



                                     By: /s/ John F. Hughes
                                         ----------------------
                                         John F. Hughes
                                         Executive Vice President
                                         and Treasurer


Date: June 25, 1999
                             INDEX TO EXHIBITS



Exhibit
Number

  4.1 -    Specimen Form of Note





<PAGE>
R-1
CUSIP:                                            $


             ASSOCIATES CORPORATION OF NORTH AMERICA

        FLOATING RATE SENIOR NOTE DUE JUNE 29, 2000


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY.  THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR THE REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


PRINCIPAL AMOUNT:

MATURITY DATE:          June 29, 2000

DATED DATE:             June 29, 1999


INTEREST PAYMENT DATES: Twenty-ninth day of each month, and at Maturity


REGULAR RECORD DATES:    Close of business on the Business Day
                         immediately preceding any Interest Payment Date

LIBOR CALCULATION
     AGENT:              The Chase Manhattan Bank
ASSOCIATES CORPORATION OF NORTH AMERICA, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal amount set forth on the face hereof
on the Maturity Date set forth on the face hereof, and to pay interest
thereon, at the interest rates determined in the manner described below, from
the Dated Date hereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, on the Interest Payment Dates set
forth on the face hereof and at Maturity, until the principal hereof has been
paid or made available for payment.  The interest so payable, and punctually
paid or provided for, on any Interest Payment Date will, as provided in the
Indenture (as hereinafter defined), be paid to the Person in whose name this
Note (or one or more Predecessor Securities as defined in said Indenture) is
registered at the close of business on the Regular Record Date for such
interest as set forth on the face hereof (whether or not a Business Day, as
hereinafter defined), as the case may be, next preceding such Interest Payment
Date; provided, however, interest payable at Maturity will be payable to the
Person to whom the principal hereof shall be payable.  Any such interest which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date, shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a record date ("Special Record Date") not less than 10 days prior
to the date fixed by the Trustee for payment of such defaulted interest,
notice of which Special Record Date shall be given to Holders of Notes not
less than 15 days prior to such record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose at the Corporate
Trust Office of the Trustee, or, at the option of the Holder, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or at such additional offices or agencies maintained for
such purpose as the Company may from time to time designate, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that (i)
payment of interest will be made (subject to collection) by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if appropriate wire transfer instructions have been
received in writing by the Trustee at its Corporate Trust Office or at its
corporate trust facility in the Borough of Manhattan, The City of New York,
not later than five Business Days prior to the record date for an applicable
Interest Payment Date, by wire transfer of immediately available funds; (ii)
payment of principal hereof at Maturity and any interest due upon Maturity
will be made in immediately available funds upon surrender of this Note at the
Corporate Trust Office of the Trustee or at the corporate trust facility of
the Trustee located in the Borough of Manhattan, The City of New York, or at
such additional offices or agencies maintained for such purpose as the Company
may from time to time designate; and (iii) notwithstanding the foregoing, if
indicated on the face hereof that this Note is a Global Security, payments in
respect of the Notes (including principal and interest) will be made by wire
transfer of immediately available funds to the account of the Depositary as
specified by the Depositary.

     This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, which series is limited in
aggregate principal amount to $1,500,000,000, all such Securities issued and
to be issued under an indenture dated as of November 1, 1995 (hereinafter
called the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a specification of the rights and
limitation of rights thereunder of the Holders of the Securities and of the
rights, obligations, duties and immunities of the Trustee and of the Company.
As provided in the Indenture, the Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase or analogous funds, if any, may
be subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a series of the
Securities designated therein as Floating Rate Senior Notes due June 29,
2000(the "Notes").

    The Notes may not be redeemed prior to their stated maturity and will not
be subject to any sinking fund.

    Interest on the Notes will be payable on the twenty-ninth day of each
month (each an "Interest Payment Date"), commencing on July 29, 1999, and at
Maturity, if any, during such period, except that if any such Interest Payment
Date falls on a day that is not a Business Day (as defined below), such
Interest Payment Date will be postponed to the next day that is a Business Day
unless it would thereby fall into the next calendar month, in which event such
Interest Payment Date shall be brought forward to the immediately preceding
Business Day.

     The rate of interest for each Interest Period (as defined below) is the
One-Month LIBOR Rate minus 0.071%. Such rate of interest shall be determined
for each Interest Period on the second London Banking Day (as defined in the
ISDA Definitions, which is defined below) preceding the relevant Reset Date
(as defined below).

      The "One-Month LIBOR Rate" for an Interest Period means a rate equal to
the Floating Rate (as defined in the ISDA Definitions) that would be
determined by the LIBOR Calculation Agent (as defined below) under an interest
rate swap transaction if the LIBOR Calculation Agent were acting as
Calculation Agent (as defined in the ISDA Definitions) for that swap
transaction under the terms of an agreement incorporating the ISDA Definitions
and under which:

                         (i)  the Floating Rate Option (as defined in the ISDA
                  Definitions) is USD-LIBOR-BBA;

                 (ii) the Designated Maturity (as defined in the ISDA
                  Definitions) is one month; and

                 (iii)     the Reset Date (as defined in the ISDA Definitions)
                  is the first day of that Interest Period.

     Interest on the Notes will be paid to the persons in whose names the
Notes are registered at the close of business on the Business Day immediately
preceding any Interest Payment Date; provided, however, that interest payable
at Maturity will be payable to the persons to whom the principal of such Notes
shall be payable.

     Interest payments for the Notes shall be the amount of interest accrued
from the date of issue or from the last date to which interest has been paid
to, but excluding, the Interest Payment Date or Maturity, as the case may be.
Interest is computed by dividing the actual number of days in the Interest
Period by 360.

     "Business Day" means any day that is not a Saturday or Sunday, and that,
in The City of New York, is not a day on which banking institutions are
generally authorized or obligated by law to close.

     "Interest Period" means (i) the period from and including June 29, 1999,
to but excluding the first Interest Payment Date, and (ii) each successive
period from and including an Interest Payment Date, to but excluding the next
Interest Payment Date or at Maturity, as the case may be.

     "ISDA Definitions" means the 1991 ISDA Definitions, as amended and
updated as of the date hereof, published by the International Swaps and
Derivatives Association, Inc.

     "USD-LIBOR-BBA" means that the rate for a Reset Date will be the rate
for deposits in U.S. Dollars for a period of the Designated Maturity which
appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the day
that is two London Banking Days preceding that Reset Date.  If such rate does
not appear on the Telerate Page 3750, the rate for that Reset Date will be
determined as if the parties had specified "USD-LIBOR-Reference Banks" as the
applicable Floating Rate Option.  "USD-LIBOR-Reference Banks" means that the
rate for a Reset Date will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the Reference Banks (as defined in the
ISDA Definitions) at approximately 11:00 a.m., London time, on the day that is
two London Banking Days preceding that Reset Date to prime banks in the London
interbank market for a period of the Designated Maturity commencing on that
Reset Date and in a Representative Amount (as defined in the ISDA
Definitions).  The LIBOR Calculation Agent will request the principal London
office of each of the Reference Banks to provide a quotation of its rate.  If
at least two such quotations are provided, the rate for that Reset Date will
be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that Reset Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
LIBOR Calculation Agent, at approximately 11:00 a.m., New York City time, on
that Reset Date for loans in U.S. Dollars to leading European banks for a
period of the Designated Maturity commencing on that Reset Date and in a
Representative Amount.

     The Chase Manhattan Bank shall be the initial LIBOR Calculation Agent
with respect to the Notes.  The LIBOR Calculation Agent will notify the
Company and the Trustee of each determination of the interest rate applicable
to the Notes promptly after such determination is made.  The Trustee will,
upon the request of the Holder of any Note, provide the interest rate then in
effect and, if different, the interest rate which will become effective as a
result of determination made with respect to the most recent Reset Date with
respect to such Note.  The Trustee will not be responsible for determining the
interest rate applicable to any Note.

     If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time outstanding, as
defined in the Indenture, of each series of Securities to be affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at
the time Outstanding, as defined in the Indenture, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences with respect to such series. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company to be maintained for that purpose at the
Corporate Trust Office of the Trustee, or the office or agency of the Company
to be maintained for that purpose in the Borough of Manhattan, The City of New
York, or at such additional offices or agencies maintained for such purpose as
the Company may from time to time designate, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the Securities Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

     If indicated on the face hereof that this Note is a Global Security, it
is exchangeable, in whole but not in part, for Notes registered in the names
of Persons other than the Depositary or its nominee or in the name of a
successor to the Depositary or a nominee of such successor depositary only if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Note and a successor depositary is not
appointed by the Company within 90 days of the receipt by the Company of such
notice or of the Company becoming aware of such ineligibility, or (ii) the
Company in its sole discretion at any time determines not to have all of the
Notes represented by one or more Global Security or Securities.  If this Note
is exchangeable pursuant to the preceding sentence, it shall be exchangeable
for Notes of like tenor and terms in definitive form in aggregate principal
amount equal to the principal amount of the Global Security; provided, that
the Company shall exchange all the Global Securities representing the Notes in
such manner.  Subject to the foregoing, if this Note is a Global Security it
is not exchangeable, except for a Note or Notes of the same aggregate
denominations to be registered in the name of such Depositary or its nominee
or in the name of a successor to the Depositary or a nominee of such successor
depositary.  If not indicated on the face hereof that this Note is a Global
Security, this Note is exchangeable for a like aggregate principal amount of
Notes of a different authorized denomination, as requested by the Holder
surrendering the same, as provided in the Indenture and subject to certain
limitations therein set forth.

     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.

     No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not involving any transfer.

     Certain terms used in this Note which are defined in the Indenture have
the meanings set forth therein.

     THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


<PAGE>
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal as of the Dated Date set forth on the face
hereof.


                                      ASSOCIATES CORPORATION OF
                                             NORTH AMERICA

[Seal]

                                   By:  _____________________________
                                           Executive Vice President
                                            and Treasurer

Attest:



______________________
Assistant Secretary

          Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.


<PAGE>
             TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series provided for under the
within-mentioned Indenture.

Dated:

                                        THE CHASE MANHATTAN BANK,
                                              as Trustee


                                      By:  _____________________________
                                               Authorized Officer

<PAGE>
                       [FORM OF ASSIGNMENT]

                          ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

     TEN COM -- as tenants in common
     TEN ENT -- as tenants by the entireties
     JT TEN  -- as joint tenants with right of survivorship and not as
                tenants in common

UNIF GIFT MIN ACT -- ____________ Custodian _______________
                       (Cust)                  (Minor)
under Uniform Gifts to Minors Act _____________________________
                                            (State)
     Additional abbreviations may also be used though not in the above list.
                  ______________________________

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert Social Security or Other
Identifying Number of Assignee  ____________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________

_______________________________________________________________


the within Note of Associates Corporation of North America and all rights
thereunder, hereby irrevocably constituting and appointing

______________________________________________  Attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.

Dated: ___________________________

                                      _____________________________________

                                  _____________________________________
                            Notice:     The signature to this assignment
                                        must correspond with the name as
                                        written on the face of the within
                                        instrument in every particular,
                                        without alteration or enlargement,
                                        or any change whatever.


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