ASSOCIATES FIRST CAPITAL CORP
8-K, 1998-09-29
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) September 29, 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
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Item 5.  Other Events.

Associates First Capital Corporation announced the retirement in early 1999 of
Harold D. Marshall, president and chief operating officer of the Registrant.
A copy of the news release is attached as an Exhibit hereto and incorporated by
reference herein.

Item 7.  Financial Statements and Exhibits

( C )  Exhibits

       20 -  News release by Associates First Capital Corporation dated
            September 29, 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/ Frederic C. Liskow      
                                     ----------------------------
                                     Assistant Secretary



Date: September 29, 1998

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     THE ASSOCIATES.                         
                
- ----------------------------------------------------------------------------- 
           
                NEWS    
  
  News Media: (972) 652-4522              FOR IMMEDIATE RELEASE    
  
                           
            
       LONG-TIME LEADER OF THE ASSOCIATES TO RETIRE; 
    FIVE EXECUTIVES NAMED TO SENIOR LEADERSHIP POSITIONS
  
  
       Dallas -- (Sept. 29, 1998) -- Keith W. Hughes, chairman and chief
executive officer of Associates First Capital Corporation (NYSE: AFS), today
announced the retirement in early 1999 of Harold D. Marshall, 62, president and
chief operating officer of the financial services corporation.  "Hal culminates
an illustrious 38-year career at The Associates where his legacy will remain the
strength of the management team he has led and developed," Hughes said.

       According to Hughes, the company will not name a replacement, electing
instead to promote to senior executive vice president its operating business
leaders, who will report directly to Hughes.  

       "Clearly, Hal's leadership, knowledge and experience have contributed
greatly to our 24-year record of consecutive earnings improvements," said 
Hughes,who credits Marshall with The Associates success in commercial 
lending.  "That we can elevate members of our current team is a credit to 
Hal's ability to select and develop outstanding management talent."
                          
       Named to senior executive vice president are David A. Brooks, 58,
Insurance Operations; Wilfred Y. Horie, 52, International Operations; 
Lawrence J. Pelka, 56, Commercial Operations; Joseph N. Scarpinato, 53, 
Credit Card Operations; and Thomas R. Slone, 56, Consumer Operations.  
The executives have a combined total of 89 years of experience with 
The Associates.  They will join Roy A. Guthrie, 45, chief financial officer, 
as senior executive vice presidents of the company. 

      In announcing his decision to retire, Marshall said, "We've worked hard to
build The Associates into one of the nation's leading financial institutions, 
and the company is well positioned to continue its strong track record of
performance.  By making my decision public at this time, we can effect an 
orderly transition."

      Marshall began in the company's system of branch offices in 1961.  In
1974, he organized the company's Transportation Division, which today is the
world's largest financing source for the sale of heavy-duty trucks and truck
trailers.

       He became president of the Commercial Division in 1980 and, since 1996,
has served as president and chief operating officer of the corporation.

       Associates First Capital Corporation is a leading diversified finance
company providing consumer and commercial finance, leasing and related
services worldwide. Headquartered in Dallas, it is one of the nation's 100
largest companies, based on total market capitalization. 
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