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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 September 1, 1998


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                             Senior Debt Securities

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            INDENTURE, dated  as of September 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 (i) and (ii) of
Section 12.01(g)(4), of the Associates First Capital Corporation Standard
Multiple-Series Indenture Provisions dated as of September 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

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                 (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 afford to the Trustee hereunder shall also be
                 afforded to such paying Agent or Registrar.

            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(1) 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.





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            IN WITNESS WHEREOF, ASSOCIATES FIRST CAPITAL CORPORATION, has
caused this Indenture to be signed in its corporate name by the 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:                             
                                                      -------------------------
                                                      Title:


Attest:                                   
         ---------------------------------
         Title:

                                               THE CHASE MANHATTAN BANK,
                                                 as Trustee
[SEAL]

                                               By:                             
                                                      -------------------------
                                                      Title:


Attest:                                   
         ---------------------------------
         Title:





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