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                                                                     EXHIBIT 4.2



   

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                      ASSOCIATES FIRST CAPITAL CORPORATION

                                      AND

                           THE CHASE MANHATTAN BANK,
                                                    Trustee


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                                   INDENTURE


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                            Dated as of June 1, 1998


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                               Senior Securities

   

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         INDENTURE, dated as of June 1, 1998, between ASSOCIATES FIRST CAPITAL
CORPORATION, a Delaware corporation (the "Company"), and The Chase Manhattan
Bank, a New York banking corporation, as Trustee (the "Trustee").

                            RECITALS OF THE COMPANY

         The Company is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Company has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
holders thereof and of the sum of One Dollar to the Company duly paid by the
Trustee at or before the ensealing and delivery of these presents, and for
other valuable consideration, the receipt whereof is hereby acknowledged, and
in order to declare the terms and conditions upon which the Securities are to
be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set
forth; and the Company, for itself and its successors, does hereby covenant and
agree to and with the Trustee and its successors in said trust, for the benefit
of those who shall hold the Securities, or any of them, as follows:

                    PARAGRAPH A.  INCORPORATION BY REFERENCE

         Articles One through Fourteen, other than clauses (ii) and (iii) of
Section 12.01(g)(4), of the Associates First Capital Corporation Standard
Multiple-Series Indenture Provisions dated as of June 1, 1998 (herein called
the "Standard Provisions"), are hereby incorporated herein by reference with
the same force and effect as though fully set out herein.

                      PARAGRAPH B.  ADDITIONAL PROVISIONS

         The following provisions, which constitute part of this Indenture, are
numbered to conform with the format of the Standard Provisions:

         Section 9.07.    Compensation and Reimbursement

                 ***

                 (h)      When Trustee incurs expenses or renders services in
                 connection with an Event of Default specified in Section
                 8.01(4) or Section 8.01(5), such expenses (including the fees
                 and expenses of its counsel) and the compensation for such
                 services are intended to constitute expenses of administration
                 under any bankruptcy or insolvency law or any law affecting
                 creditors rights generally.

                          In the event that the Trustee is also acting as
                 Paying Agent or Registrar hereunder, the rights and
                 protections afforded to the Trustee hereunder shall also be
                 afforded to such paying Agent or Registrar.
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         Section 9.15.    Other Matters Concerning the Trustee.

         At the date of this Indenture, the Corporate Trust Office of the
Trustee is located at 450 West 33rd Street, 15th Floor, New York, NY 10001,
Attn: Corporate Trust Department. Anything in Section 6.02(l) to the contrary
notwithstanding, the office or agency of the Company in the Borough of
Manhattan, The City of New York, where Securities of any series may be
presented or surrendered for payment, where Securities of such series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of such series and
this Indenture may be served, shall initially be the corporate trust facility
of the Trustee in the Borough of Manhattan, The City of New York, which at the
date of this Indenture is located at Chase Institutional Trust Window, 1 Chase
Manhattan Plaza, 1B, New York, New York 10081.

         Section 12.01.   Supplemental Indentures

                 ***

                 (h)      Prior to entering into any supplemental indenture,
                 the Trustee shall be entitled to receive (i) an opinion of the
                 Company's corporate counsel addressed to the Trustee as to
                 matters the Trustee may reasonably request and (ii) an
                 Officer's Certificate of the Company attesting to such matters
                 as the Trustee may reasonably request.

         Section 14.10.   Applicable Law.

         THIS INDENTURE AND EACH SECURITY FOR ALL PURPOSES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         IN WITNESS WHEREOF, ASSOCIATES FIRST CAPITAL CORPORATION has caused
this Indenture to be signed in its corporate name by its Chairman of the Board,
any Vice Chairman, its President or any Vice President, and its corporate seal
to be affixed hereunto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary; and THE CHASE MANHATTAN BANK in evidence
of its acceptance of the trust hereby created, has caused this Indenture to be
signed in its corporate name, and its corporate seal to be affixed hereunto,
and the same to be attested, as of the day and year first above written.


                                     ASSOCIATES FIRST CAPITAL CORPORATION
                                   
[SEAL]                             
                                   
                                     By:                             
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                                              Title:
Attest:                            
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         Title:                    
                                   
                                     THE CHASE MANHATTAN BANK, as Trustee
                                   
[SEAL]                             
                                   
                                     By:                             
                                         ----------------------------
                                              Title:
Attest:                            
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         Title:                    





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