As filed with the Securities and Exchange Commission on December 3, 1999

Registration No. 333-86497 ========================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ASSOCIATES FIRST CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

ASSOCIATES FIRST CAPITAL CORPORATION

DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plan)

Chester D. Longenecker, Esq.

Associates First Capital Corporation

250 East Carpenter Freeway

Irving, Texas 75062-2729

(972) 652-4000

(Name, address and telephone number, including area code, of agent for service)

This Post-Effective Amendment No. 1 to the Registration Statement shall become effective upon filing pursuant to General Instruction D to Form S-8 and Rule 464 under the Securities Act of 1933.

Associates First Capital Corporation ("Associates") filed its registration statement on Form S-8 (No. 333-86497) with the Commission on September 3, 1999 (the "Registration Statement"), pursuant to which Associates registered 2,000,000 shares of its Class A Common Stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the Associates First Capital Corporation Discounted Employee Stock Purchase Plan (the "Plan") and an indeterminate amount of interests to be offered or sold pursuant to the Plan. The original document setting forth the terms of the Plan (the "Original Plan Document") was filed as Exhibit 4.1 to the Registration Statement.

After filing the Registration Statement, Associates amended the Original Plan Document (as amended, the "Revised Plan Document") to make changes and incorporate additional provisions required to facilitate participation by certain employees of Associates and its subsidiaries under the laws of various foreign jurisdictions in which those employees live and work at such time as Associates makes the Plan available for participation by those employees. This Post-Effective Amendment No. 1 to the Registration Statement is being filed for the purpose of filing the Revised Plan Document, which is attached as Exhibit 4.1 hereto. The Revised Plan Document supersedes and replaces the Original Plan Document in its entirety.

SIGNATURES

The Registrant. 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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on this 3^rd day of December, 1999.

ASSOCIATES FIRST CAPITAL CORPORATION

By: /s/ Chester D. Longenecker
(Chester D. Longenecker)
Title: Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Keith W. Hughes* Keith W. Hughes	Chairman of the Board, Principal Executive Officer and Director	December 3, 1999
Roy A. Guthrie* Roy A. Guthrie	Senior Executive Vice President, Principal Financial Officer and Director	December 3, 1999
John F. Stillo* John F. Stillo	Executive Vice President, Comptroller and Principal Accounting Officer	December 3, 1999
_____________ J. Carter Bacot	Director	December 3, 1999
_____________ Eric S. Dobkin	Director	December 3, 1999
William M. Isaac* William M. Isaac	Director	December 3, 1999
Judy Jolley Mohraz* Judy Jolley Mohraz	Director	December 3, 1999
H. James Toffey, Jr.* H. James Toffey, Jr.	Director	December 3, 1999
Kenneth Whipple* Kenneth Whipple	Director	December 3, 1999

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

By: /s/ Chester D. Longenecker
(Attorney-in-Fact)

INDEX TO EXHIBITS