ASSOCIATES FIRST CAPITAL CORP
8-K, 1999-01-07
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) January 7, 1999




                  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 January 7, 1999, Associates First Capital Corporation (the
"Registrant") announced its initial plans for integrating Avco Financial
Services Inc. operations into the Registrant's businesses worldwide.
     
      A copy of the news release dated January 7, 1999 issued by the 
Registrant is attached as Exhibit 20 and incorporated by reference 
herein.

      The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 (the "1995 Act"). 
The 1995 Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide information without fear of litigation so
long as those statements are identified as forward-looking and are
accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those
projected.  Although the Company does not anticipate that it will make
forward-looking statements as a general policy, the Company will make
forward-looking statements as required by law or regulation, and from time
to time may make such statements with respect to management's estimation
of the future operating results and business of the Company.  
 
    The Company hereby incorporates into this report by reference to its
Form 10-K for the year ended December 31, 1997 the cautionary statements
found on pages 27-28 of such Form 10-K.

(c)  Exhibits.

      20 -  News Release by Associates First Capital Corporation 
           dated January 7, 1999   

    


                                 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
                                  -------------------
                                  Frederic C.  Liskow
                                  Assistant Secretary 

Date: January 7, 1999

<PAGE>

THE ASSOCIATES.


  NEWS                        
                           FOR IMMEDIATE RELEASE


THE ASSOCIATES ANNOUNCES INITIAL PLANS TO INTEGRATE 
ITS AVCO ACQUISITION INTO GLOBAL ORGANIZATION


DALLAS, Jan. 7, 1999 - Associates First Capital Corporation
(NYSE:AFS) today unveiled its initial plans for integrating Avco
Financial Services operations into The Associates existing
businesses worldwide.  The Associates has completed its
acquisition of Avco, a wholly owned subsidiary of Textron Inc.
(NYSE:TXT), for $3.9 billion.

"Avco is an outstanding organization with many fine people, solid
financial service products and well-established operations in 11
countries outside the United States," said Keith W. Hughes,
chairman and chief executive officer of The Associates.  "These
strengths make Avco an excellent fit for us in our goal to
broaden our product offerings and customer base around the
world."

An overall review of operations is currently underway and is
expected to take approximately 30 to 45 days.  Once the review is
completed, integration plans and timetables will be announced. 
Most major actions should be scheduled or completed by the third
quarter 1999. 

"The evaluation process will enable us to identify and build on
the best practices of both Avco and The Associates, with our
primary focus on how to best serve our customers," said Hughes.



- -more-

<PAGE>
THE ASSOCIATES ANNOUNCES INITIAL PLANS TO INTEGRATE ITS AVCO
ACQUISITION INTO GLOBAL ORGANIZATION
January 7, 1999
Page 2


The Associates initially will consolidate headquarters operations
in the U.S., the United Kingdom and Canada.  The merged
operations will result in a reduction in work force, and the
integration plan provides for employment assistance for affected
workers.  The Associates will honor all Avco severance and
retention programs. 

"The decision to close these facilities, whether Avco or The
Associates, is not a reflection on the dedication, hard work or
skills of employees," said Hughes.  "Realistically, it is not
efficient to maintain dual corporate headquarters with
overlapping functions."

In the U.S., Avco headquarters in Costa Mesa, Calif., will close
in the second quarter 1999 and functions will move to The
Associates headquarters in Dallas.  Most of the 400 jobs at Avco
headquarters will be eliminated.  The Avco Technology Center,
also in Costa Mesa, will close in the third quarter 1999, after
Avco's information systems have been converted to The Associates
systems in Dallas. 
 
Avco's Denver Purchasing Center, which employs approximately 200
and duplicates many of the operations of The Associates credit
processing facility in Salt Lake City, also will close in the
first quarter.

Internationally, The Associates will close its United Kingdom
headquarters operations in Slough, England and consolidate
functions into Avco facilities in Reading.  Both are outside of
London.  The Associates also will close its Canadian headquarters
in Toronto and consolidate operations with Avco's offices in
London, Ontario.

"Avco's headquarters offices in the United Kingdom and Canada
provide our combined organizations greater capacity and resources
for the strong international growth we expect to realize from
this merger," Hughes said.  The combined operation will extend    
The Associates market presence into a total of 16 countries.

- -more-

<PAGE>
THE ASSOCIATES ANNOUNCES INITIAL PLANS TO INTEGRATE ITS AVCO
ACQUISITION INTO GLOBAL ORGANIZATION
January 7, 1999
Page 3


Avco is a global, diversified financial services company with
approximately $8.9 billion in assets, 8,000 employees, 1,265
branches and 2.5 million customers.  Its product offerings
include real estate, retail sales finance and consumer loans,
equipment, inventory and vendor finance, and credit and
collateral-related insurance.  Avco has the fourth largest U.S.
consumer branch network and a significant international presence
with offices in Canada, Puerto Rico, Australia, the United
Kingdom, New Zealand, France, Hong Kong, Spain, Ireland, India
and Sweden.

Associates First Capital Corporation, established in 1918, is a
leading diversified finance company providing consumer and
commercial finance, leasing, insurance and related services
worldwide.  Prior to the Avco acquisition, The Associates had
approximately 29,000 employees, 2,500 worldwide offices and over
20 million customers in eight countries - the U.S., Canada, the
United Kingdom, Japan, Puerto Rico, Mexico, Costa Rica and
Taiwan.  Headquartered in Dallas, it is one of the nation's 100
largest companies, based on total market capitalization.


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