ASSOCIATES FIRST CAPITAL CORP
8-K, 1998-03-02
PERSONAL CREDIT INSTITUTIONS
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<PAGE>
                                                                 





                    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) March 2, 1998





                  ASSOCIATES FIRST CAPITAL CORPORATION 
          (Exact name of registrant as specified in its charter)



                                                   
            DELAWARE                              06-0876639
   (State or other jurisdiction                (I.R.S. Employer
     of incorporation)                       Identification Number)

                                  2-44197    
                           (Commission File Number)


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 5.  Other Events.

      On March 2, 1998, Associates First Capital Corporation (the
"Registrant") announced that its subsidiary, Associates Capital
Corporation of Canada, has closed its previously announced 
acquisistion of Beneficial Canada Holdings Incorporated, the 
Canadian consumer finance subsidiary of Beneficial Corporation.
A copy of the news release dated March 2, 1998 issued by the 
Registrant is attached as Exhibit 20 and incorporated by 
reference herein.

Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

    

     20 -  News Release by Associates First Capital Corporation 
           dated March 2, 1998     

    


                                 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 FIRST CAPITAL CORPORATION 
                                   



                             By: /s/ Timothy M. Hayes
                                  -------------------
                                  Timothy M. Hayes
                                  Assistant Secretary 

Date: March 2, 1998
<PAGE>
[LOGO]  THE ASSOCIATES

NEWS

Media:  Fred Stern         Investors:   Dianne Douglas
        972 652-4042                    972 652-7294  
         [email protected]         [email protected]

             THE ASSOCIATES COMPLETES CANADIAN ACQUISITION

     DALLAS (March 2, 1998)-- Associates First Capital
Corporation today announced that its subsidiary, Associates
Capital Corporation of Canada, has closed its previously
announced acquisition of Beneficial Canada Holdings 
Incorporated, the Canadian consumer finance subsidiary 
of Beneficial Corporation. Terms were not disclosed.

     Beneficial Canada has 105 offices and C$1.1 billion in net
receivables. Its principal operating unit is Beneficial Canada, 
Inc.  With this acquisition, The Associates becomes the largest
foreign-owned diversified finance company in Canada.

     Associates First Capital Corporation (NYSE: AFS) is the
largest publicly traded finance company in the United States,
providing consumer and commercial finance, leasing and related
services through 2,265 offices in the U.S. and internationally. 
Based in Dallas, it is a majority-owned subsidiary of Ford Motor
Company.


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