UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2005

Check here if Amendment [ ]; Amendment Number: ___
This Amendment (Check only one.): [ ] is a restatement.
[ ] adds new holdings entries.

Name:           Associates First Capital Corporation
Address:        250 E. Carpenter Freeway
                Irving, TX 75062

Form 13F File Number: 28-10381

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:           John Dye
Title:          Company Secretary
Phone:          212-559-1000

Signature, Place, and Date of Signing:

/s/ John Dye                    New York, New York      August 12, 2005

Report Type (Check only one.):
[   ]   13F HOLDINGS REPORT.  (Check here if all holdings of this reporting
manager are reported in this report.)

[ X ] 13F NOTICE. (Check here if no holdings reported are in this
report, and all holdings are reported by other reporting
manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings
for this reporting manager are reported in this report and a
portion are reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number 28-2427
Name: Citigroup Inc.