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                                                                     EXHIBIT 5.3



                [Letterhead of Richards, Layton & Finger, P.A.]





                               September 15, 1998




Associates First Capital Trust II
c/o Associates First Capital Corporation
250 East Carpenter Freeway
Irving, Texas 75062


         Re:     Associates First Capital Trust II

Ladies and Gentlemen:

         We have acted as special Delaware counsel for Associates First Capital
Corporation, a Delaware corporation (the "Company"), and Associates First
Capital Trust II, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein.  At your request, this opinion is being furnished
to you.

         For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

         (a)     The Certificate of Trust of the Trust, dated September 3, 1998
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on September 3, 1998;

         (b)     The Trust Agreement of the Trust, dated as of September 3,
1998, among the Company, as depositor, and the trustees of the Trust named
therein;

         (c)     A form of Amended and Restated Trust Agreement of the Trust
(including Exhibits A, C and E thereto) (the "Trust Agreement"), to be entered
into among the Company, as depositor, the trustees of the Trust named therein
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust, attached as an exhibit to the Registration Statement;
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Associates First Capital Trust II
September 15, 1998
Page 2

         (d)     Amendment No. 1 to the Registration Statement on Form S-3 (the
"Registration Statement"), including a preliminary prospectus (the
"Prospectus"), relating to the Preferred Securities of the Trust representing
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), as proposed to be
filed by the Company, the Trust and others with the Securities and Exchange
Commission on or about September 15, 1998; and

         (e)     A Certificate of Good Standing for the Trust, dated September
15, 1998, obtained from the Secretary of State.

         Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

         For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above.  In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us.  We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein.  We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

         With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

         For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to
whom a Preferred Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") of a Preferred Securities Certificate, in
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Associates First Capital Trust II
September 15, 1998
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accordance with the Trust Agreement, and as described in the Registration
Statement, and (vii) that the Preferred Securities are issued to the Preferred
Security Holders in accordance with the Trust Agreement, and as described in
the Registration Statement.  We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

         This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto.  Our
opinions are rendered only with respect to Delaware laws and rules, regulations
and orders thereunder that are currently in effect.

         Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

         1.      The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

         2.      The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

         3.      The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.  We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

         We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.  In addition,
we hereby consent to the use of our name under the heading "Validity of
Securities" in the Prospectus.  In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to, or relied upon by, any other Person for any purpose.

                                        Very truly yours,




                                        /s/ Richards, Layton & Finger, P.A.