ASSOCIATES FIRST CAPITAL CORP
S-3DPOS, 1996-02-26
PERSONAL CREDIT INSTITUTIONS
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<PAGE>1                   
As Filed with the Securities and Exchange Commission on February 26, 1996

                                                   Registration No. 33-65752


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                                 

                        Post-Effective Amendment No. 1

                                      to

                                   Form S-3

           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          (I.R.S. Employer Identification No.)
incorporation or organization)                                               
                                        CHESTER D. LONGENECKER, Esq.
250 East Carpenter Freeway              Executive Vice President    
Irving, Texas 75062-2729                and General Counsel   
214-541-4000                            250 East Carpenter Freeway
Address, including zip code, and        Irving, Texas 75062-2729
telephone number, including area code,  214-541-4000      
of registrant s principal offices)      (Name, address, including zip code,
                                         and telephone number, including area
                                         code, of agent for service) 

                                                 

                                   Copy to:

                             TIMOTHY M. HAYES, Esq.
                               P.O. Box 660237
                           Dallas, Texas 75266-0237


   



This post-effective amendment to the registration statement shall become
effective upon order of the Commission acting pursuant to Section 8(c) of the 
Securities Act of 1933.
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<PAGE>2

The Registrant filed its Registration Statement on Form S-3, No. 33-65752
which became effective on August 25, 1993.  Sales under such Registration
Statement were terminated on January 11, 1996.  Of the $300,000,000 original
principal amount of Investment Notes registered, $290,804,165.45 were sold
leaving $9,195,834.55 principal amount of Investment Notes remaining unsold 
at the time of termination of sales hereunder.  The purpose of this
Post-Effective Amendment No. 1 is to de-register such $9,195,834.55 principal
amount remaining unsold pursuant to the undertaking of the Registrant
contained in the Registration Statement.
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<PAGE>3                                
                                SIGNATURES
 
 
    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-3 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irving,
and State of Texas, on the 18th day of October, 1993.

                                         ASSOCIATES FIRST CAPITAL CORPORATION


                                    By: /s/ Roy A. Guthrie
                                        Roy A. Guthrie
                                        Executive Vice President,
                                        Comptroller and
                                        Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed below
by the following persons in the capacities and on the date indicated.
                                                              
<TABLE>
<CAPTION>

      Signature                          Title                       Date
<C>                          <S>                                   <C>
*K. W. Hughes                 Chairman of the Board,                   
 K. W. Hughes)                 Principal Executive Officer                     
                               and Director              
                                      
*James E. Jack                Senior Executive Vice President and     
(James E. Jack)               Principal Financial Officer      
                                                
</TABLE>
                                                            February 26, 1996
                    
<TABLE>
<C>                           <S>                                   <C>
 /s/Roy A. Guthrie             Executive Vice President,         
 (Roy A. Guthrie)              Comptroller and Principal       
                               Accounting Officer            
                                                                              

*H. D. Marshall                Director                
(H. D. Marshall)                                          
                                                              

                                                                      
</TABLE>
- ----------                                                                    

     *By signing his name hereto, Roy A. Guthrie signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.

                                         By:/s/ Roy A. Guthrie
                                            Roy A. Guthrie
                                            Attorney-in-Fact

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<PAGE>4
INDEX TO EXHIBITS

<TABLE>           
<CAPTION>
                                                     Sequentially
Exhibit                                                Numbered 
Number                   Exhibit                         Page    
<S>      <C>      
 25     -  Powers of Attorney (Previously Filed).    <C>


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