ASSOCIATES FIRST CAPITAL CORP
8-K, 1998-02-10
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) February 10, 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 February 10, 1998, Associates First Capital Corporation (the
"Registrant") announced it had entered into a definitive agreement to 
purchase Beneficial Canada Holdings Inc.  The acquisition is subject to
regulatory and corporate approvals.  A copy of the news release dated 
February 10, 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 February 10, 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: February 10, 1998
<PAGE>
[LOGO]  THE ASSOCIATES

NEWS

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

             THE ASSOCIATES ANNOUNCES CANADIAN ACQUISITION

     DALLAS (February 10, 1998)-- Associates First Capital
Corporation today announced that it has signed a definitive
agreement to purchase Beneficial Canada Holdings Incorporated,
the Canadian consumer finance subsidiary of Beneficial
Corporation.  The acquisition is subject to regulatory and
corporate approvals.  Terms were not disclosed.
     Beneficial Canada has 105 offices and C$1.1 billion in net
receivables. The acquisition will significantly expand The
Associates consumer finance network across Canada, according to
Keith W. Hughes, the company's chairman and chief executive
officer.
     "Beneficial has a branch distribution network that serves
consumers in all 10 provinces.  Its diverse portfolio and
emphasis on quality service fit well with our existing consumer
and commercial finance operations in Canada," Mr. Hughes said.
"Beneficial has experienced management and an excellent employee
base that we are pleased to welcome to our organization.
     The Beneficial portfolio includes mortgage loans, personal
loans, private label credit card and sales finance receivables.
     The Associates has had lending operations in Canada for more
than 20 years.  It currently provides consumer and commercial
financing in Canada, including the financing and leasing of
trucks, heavy equipment and telecommunications equipment.  In
1997, The Associates acquired Superior Acceptance Corporation,
which added 91 offices to the consumer branch network.
     With the acquisition of Beneficial Canada, The Associates
will have 635,000 customers and total net receivables of C$2.8
billion in Canada.  It will be 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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