<PAGE>   1
 
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998.
    
 
                                                      REGISTRATION NO. 333-62861
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                    ASSOCIATES CORPORATION OF NORTH AMERICA
               (Exact name of registrant as specified in charter)
 
                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)
 
                           250 EAST CARPENTER FREEWAY
                             IRVING, TX 75062-2729
                                  972-652-4000
                  (Address, including zip code, and telephone
                  number, including area code, of registrant's
                          principal executive offices)
 
                                   74-1494554
                      (I.R.S. Employer Identification No.)
 
                          CHESTER D. LONGENECKER, ESQ.
                            EXECUTIVE VICE PRESIDENT
                              AND GENERAL COUNSEL
                           250 EAST CARPENTER FREEWAY
                             IRVING, TX 75062-2729
                                  972-652-4000
                      (Name, address, including zip code,
                      and telephone number, including area
                          code, of agent for service)
 
                             ---------------------
 
                                   Copies to:
 
                              DAVID P. BICKS, ESQ.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                              125 WEST 55TH STREET
                            NEW YORK, NEW YORK 10019
                             TIMOTHY M. HAYES, ESQ.
                           250 EAST CARPENTER FREEWAY
                             IRVING, TX 75062-2729
 
                             ---------------------
 
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this registration statement as determined by market
conditions.
                             ---------------------
 
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX.  [ ]
 
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX.   [X]
 
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING.  [ ]
 
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING.  [ ]
 
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX.  [ ]
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
                                                        PROPOSED           PROPOSED
        TITLE OF EACH                 AMOUNT            MAXIMUM            MAXIMUM             AMOUNT OF
     CLASS OF SECURITIES              TO BE          OFFERING PRICE       AGGREGATE          REGISTRATION
      TO BE REGISTERED              REGISTERED          PER UNIT        OFFERING PRICE            FEE
------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>            <C>                    <C>
Debt Securities and Warrants
  to purchase Debt
  Securities.................   $12,500,000,000(1)        100%        $12,500,000,000(2)      $3,687,500
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Or, if any Debt Securities are issued at original issue discount, such
    greater amount as may result in the initial offering prices for Debt
    Securities and Warrants aggregating $12,500,000,000.
(2) Estimated solely for the purpose of computing registration fee. Any offering
    of Debt Securities or Warrants denominated in any foreign currencies or
    foreign currency units will be treated as the equivalent in U.S. dollars
    based on the exchange rate applicable to the purchase of such Debt
    Securities or Warrants from the registrant.
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
<TABLE>
<S>                                                           <C>
Filing Fee -- Securities and Exchange Commission............  $3,687,500
Accounting Fees.............................................      72,000
Legal Fees..................................................        None
Printing and Engraving......................................   1,100,000*
Trustees' and Warrant Agent's Charges.......................      90,000*
Rating Agency Fees..........................................   1,800,000
Blue Sky Fees and Expenses..................................      90,000
Miscellaneous...............................................     660,500
                                                              ----------
          Total.............................................  $7,500,000
                                                              ==========
</TABLE>
 
---------------
 
* Estimated subject to future contingencies.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Company shall indemnify, pursuant to and under the provisions of
Article "TWELFTH" of its Restated Certificate of Incorporation (hereinafter
called the "Article"), present or former directors, officers of the Company,
agents of the Company, and persons who, at the request of the Company, serve as
such for other corporations or business entities. This indemnification applies
to claims, actions, suits and proceedings, whether civil, criminal,
administrative or investigative, brought by reason of the position of such
person with the Company or such other corporation or business entity or as a
result of action taken (or not taken) by such person in the course and scope of
his employment.
 
     Indemnification may include the reasonable expenses of the person to be
indemnified and, in the case of a third party action, judgments, fines and
settlement payments. The Company is authorized to advance expenses against an
undertaking by the director, officer, employee or agent to repay the same unless
he is ultimately entitled to and is granted indemnification under the Article.
The right of indemnification under the Article is not exclusive of any other
rights to which directors, officers, employees or agents would otherwise be
entitled by contract or otherwise. The Company does not know of any past,
pending or threatened litigation which might result in claims for
indemnification under the Article.
 
     Under Section 145 of the General Corporation Law of the State of Delaware,
the Company has the power to indemnify the same persons, and under the same
circumstances, covered by the existing Article against expenses actually and
reasonably incurred by them in connection with the defense of any action, suit
or proceeding, civil or criminal, in which they are made parties by reason of
being or having been an officer, director, employee or agent. This power is
supplemental to the provisions of the existing Article and in the opinion of
counsel for the Company is included within the scope of the present Article.
 
     The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to First Capital and its subsidiaries.
 
ITEM 16. EXHIBITS
 
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                             DESCRIPTION OF INSTRUMENT
        -------                           -------------------------
<C>                      <S>
       *1(a)             -- Form of Underwriting Agreement for dollar denominated
                            Securities to be distributed in the United States. Any
                            Underwriting Agreement relating to Securities to be
                            distributed outside the United States or for Securities
                            denominated in foreign currencies or foreign currency
                            units and any selling agency or distribution agreement
                            with any agent will be filed as an exhibit to a Current
                            Report on Form 8-K and incorporated herein by reference.
      **4(a)             -- Associates Corporation of North America Standard
                            Multiple-Series Indenture Provisions dated October 15,
                            1992.
</TABLE>
 
                                      II-1
<PAGE>   3
 
   
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                             DESCRIPTION OF INSTRUMENT
        -------                           -------------------------
<C>                      <S>
     ***4(a)(i)          -- Form of Indenture for Senior Securities dated as of
                            November 1, 1995 between the Company and The Chase
                            Manhattan Bank (National Association) (now known as The
                            Chase Manhattan Bank), as Trustee. The form or forms of
                            Senior Securities with respect to each particular
                            offering will be filed as an exhibit to a Current Report
                            on Form 8-K and incorporated herein by reference.
     ***4(a)(ii)         -- Form of Indenture for Subordinated Securities dated as of
                            November 1, 1995 between the Company and The Chase
                            Manhattan Bank (National Association) (now known as The
                            Chase Manhattan Bank), as Trustee. The form or forms of
                            Subordinated Securities with respect to each particular
                            offering will be filed as an exhibit to a Current Report
                            on Form 8-K and incorporated herein by reference.
    ****4(b)(i)          -- Form of Indenture for Senior Securities between the
                            Company and one or more banking institutions to be
                            qualified as Trustee pursuant to Section 305(b)(2) of the
                            Trust Indenture Act of 1939. The form or forms of Senior
                            Securities with respect to each particular offering will
                            be filed as an exhibit to a Current Report on Form 8-K
                            and incorporated herein by reference.
   *****4(b)(ii)         -- Form of Indenture for Subordinated Securities between the
                            Company and one or more banking institutions to be
                            qualified as Trustee pursuant to Section 305(b)(2) of the
                            Trust Indenture Act of 1939. The form or forms of such
                            Senior Securities with respect to each particular
                            offering will be filed as an exhibit to a Current Report
                            on Form 8-K and incorporated herein by reference.
  ******4(c)             -- Form of Warrant Agreement to be entered into between the
                            Company and the Warrant Agent (including form of Warrant
                            Certificate).
      ++5                -- Opinion and consent of Timothy M. Hayes.
       12                -- The computation of ratio of earnings to fixed charges for
                            the five fiscal years ended December 31, 1997 is
                            incorporated by reference to the Company's Annual Report
                            on Form 10-K for the fiscal year ended December 31, 1997.
                            The computation of ratio of earnings to fixed charges for
                            the six-month period ended June 30, 1998 is incorporated
                            by reference to the Company's Quarterly Report on Form
                            10-Q for the quarter ended June 30, 1998.
     ++23                -- Consent of PricewaterhouseCoopers LLP. The consents of
                            Timothy M. Hayes and Frederic C. Liskow are included in
                            the opinion referred to in Exhibit 5 above.
     ++24                -- Powers of Attorney.
      +25(a)(i)          -- Form T-1, Statement of Eligibility under the Trust
                            Indenture Act of 1939 of The Chase Manhattan Bank,
                            Trustee, under the Indenture dated as of November 1,
                            1995, pursuant to which Senior Securities may be issued.
      +25(a)(ii)         -- Form T-1, Statement of Eligibility under the Trust
                            Indenture Act of 1939 of The Chase Manhattan Bank,
                            Trustee, under the Indenture dated as of November 1,
                            1995, pursuant to which Subordinated Securities may be
                            issued.
</TABLE>
    
 
---------------
 
*       Incorporated by reference to a Current Report on Form 8-K filed May 22,
        1998.
**      Incorporated by reference to the Company's Registration Statement No.
        33-53814.
***    Incorporated by reference to the Company's Registration Statement No.
       33-63577.
****   Incorporated by reference to exhibit 4(a)(i), except for name of Trustee.
*****  Incorporated by reference to exhibit 4(a)(ii), except for name of
       Trustee.
****** Incorporated by reference to the Company's Registration Statement No.
       33-1941.
+       Filed herewith.
   
++      Previously filed.
    
 
                                      II-2
<PAGE>   4
 
ITEM 17. UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 (the "Act");
 
          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to 424(b) of the Act if, in the aggregate, the changes in volume
     and price represent no more than a 20% change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement; and
 
          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;
     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.
 
          (2) That, for the purpose of determining any liability under the Act,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for the purposes of determining any liability under the Act,
     each filing of the registrant's annual report pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 that is incorporated by
     reference in this registration statement shall be deemed to be a new
     registration statement relating to the securities offered herein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
 
          (5) To file an application for the purpose of determining the
     eligibility of the trustee to act under subsection (a) of Section 310 of
     the Trust Indenture Act in accordance with the rules and regulations
     prescribed by the Commission under Section 305(b)(2) of the Act.
 
     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
   
     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-3 and has duly caused this amendment no. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dallas, Texas, on the 4th day of September, 1998.
    
 
                                            ASSOCIATES CORPORATION OF
                                              NORTH AMERICA
 
                                            By      /s/ JOHN F. STILLO
                                             -----------------------------------
                                                Title: Senior Vice President
 
   
     Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                                                             TITLE
                      ---------                                                             -----
<C>                                                      <S>                          <C>
 
                  KEITH W. HUGHES*                       Chairman of the Board,
-----------------------------------------------------      Chief Executive Officer
                  (Keith W. Hughes)                        and Director
 
                   ROY A. GUTHRIE*                       Senior Executive Vice
-----------------------------------------------------      President, Chief
                  (Roy A. Guthrie)                         Financial Officer and
                                                           Director                   September 4, 1998
 
                 HAROLD D. MARSHALL*                     President, Chief
-----------------------------------------------------      Operating Officer and
                (Harold D. Marshall)                       Director
 
                 /s/ JOHN F. STILLO                      Senior Vice President,
-----------------------------------------------------      Comptroller and
                  (John F. Stillo)                         Principal Accounting
                                                           Officer
</TABLE>
    
 
 
---------------
 
* By signing his name hereto, John F. Stillo signs this document on behalf of
  each of the persons indicated above pursuant to powers of attorney duly
  executed by such persons.
 
                                            By      /s/ JOHN F. STILLO
                                             -----------------------------------
                                                      Attorney-in-fact
 
                                      II-4
<PAGE>   6
 
                               INDEX TO EXHIBITS
 
   
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                             DESCRIPTION OF INSTRUMENT
        -------                           -------------------------
<C>                      <S>
 
       *1(a)             -- Form of Underwriting Agreement for dollar denominated
                            Securities to be distributed in the United States. Any
                            Underwriting Agreement relating to Securities to be
                            distributed outside the United States or for Securities
                            denominated in foreign currencies or foreign currency
                            units and any selling agency or distribution agreement
                            with any agent will be filed as an exhibit to a Current
                            Report on Form 8-K and incorporated herein by reference.
      **4(a)             -- Associates Corporation of North America Standard
                            Multiple-Series Indenture Provisions dated October 15,
                            1992.
     ***4(a)(i)          -- Form of Indenture for Senior Securities dated as of
                            November 1, 1995 between the Company and The Chase
                            Manhattan Bank (National Association) (now known as The
                            Chase Manhattan Bank), as Trustee. The form or forms of
                            Senior Securities with respect to each particular
                            offering will be filed as an exhibit to a Current Report
                            on Form 8-K and incorporated herein by reference.
     ***4(a)(ii)         -- Form of Indenture for Subordinated Securities dated as of
                            November 1, 1995 between the Company and The Chase
                            Manhattan Bank (National Association) (now known as The
                            Chase Manhattan Bank), as Trustee. The form or forms of
                            Subordinated Securities with respect to each particular
                            offering will be filed as an exhibit to a Current Report
                            on Form 8-K and incorporated herein by reference.
    ****4(b)(i)          -- Form of Indenture for Senior Securities between the
                            Company and one or more banking institutions to be
                            qualified as Trustee pursuant to Section 305(b)(2) of the
                            Trust Indenture Act of 1939. The form or forms of Senior
                            Securities with respect to each particular offering will
                            be filed as an exhibit to a Current Report on Form 8-K
                            and incorporated herein by reference.
   *****4(b)(ii)         -- Form of Indenture for Subordinated Securities between the
                            Company and one or more banking institutions to be
                            qualified as Trustee pursuant to Section 305(b)(2) of the
                            Trust Indenture Act of 1939. The form or forms of such
                            Senior Securities with respect to each particular
                            offering will be filed as an exhibit to a Current Report
                            on Form 8-K and incorporated herein by reference.
  ******4(c)             -- Form of Warrant Agreement to be entered into between the
                            Company and the Warrant Agent (including form of Warrant
                            Certificate).
      ++5                -- Opinion and consent of Timothy M. Hayes.
       12                -- The computation of ratio of earnings to fixed charges for
                            the five fiscal years ended December 31, 1997 is
                            incorporated by reference to the Company's Annual Report
                            on Form 10-K for the fiscal year ended December 31, 1997.
                            The computation of ratio of earnings to fixed charges for
                            the six-month period ended June 30, 1998 is incorporated
                            by reference to the Company's Quarterly Report on Form
                            10-Q for the quarter ended June 30, 1998.
     ++23                -- Consent of PricewaterhouseCoopers LLP. The consents of
                            Timothy M. Hayes and Frederic C. Liskow are included in
                            the opinion referred to in Exhibit 5 above.
     ++24                -- Powers of Attorney.
      +25(a)(i)          -- Form T-1, Statement of Eligibility under the Trust
                            Indenture Act of 1939 of The Chase Manhattan Bank,
                            Trustee, under the Indenture dated as of November 1,
                            1995, pursuant to which Senior Securities may be issued.
      +25(a)(ii)         -- Form T-1, Statement of Eligibility under the Trust
                            Indenture Act of 1939 of The Chase Manhattan Bank,
                            Trustee, under the Indenture dated as of November 1,
                            1995, pursuant to which Subordinated Securities may be
                            issued.
</TABLE>
    
 
---------------
 
*       Incorporated by reference to a Current Report on Form 8-K filed May 22,
        1998.
**      Incorporated by reference to the Company's Registration Statement No.
        33-53814.
***    Incorporated by reference to the Company's Registration Statement No.
       33-63577.
****   Incorporated by reference to exhibit 4(a)(i), except for name of Trustee.
*****  Incorporated by reference to exhibit 4(a)(ii), except for name of
       Trustee.
****** Incorporated by reference to the Company's Registration Statement No.
       33-1941.
+       Filed herewith.
   
++      Previously filed.