S-8

As filed with the Securities and Exchange Commission on December 18, 2003

Registration No.                     

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICREDIT CORP.

(Exact name of registrant as specified in its charter)

Texas	75-2291093
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
801 Cherry Street, Suite 3900 Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Chris A. Choate	Copy to:
General Counsel	L. Steven Leshin
AmeriCredit Corp.	Jenkens & Gilchrist, P.C.
801 Cherry Street, Suite 3900	1445 Ross Avenue
Fort Worth, Texas 76102	Suite 3200
(817) 302-7000	Dallas, Texas 75202
(Name, address and telephone number including area code of agent for service)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered(1)	Proposed maximum offering price per share (2)(3)	Proposed maximum aggregate offering price (2)(3)	Amount of registration fee (3)
Common	2,000,000	$13.59	$27,180,000	$2,198.86

(1) Shares reserved for issuance under the AmeriCredit Corp. Employee Stock Purchase Plan (the “Plan”). Pursuant to Rule 416, this registration statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of the Common Stock offered hereunder pursuant to the Plan is based on 2,000,000 shares of Common Stock reserved for issuance under the Plan, but not subject to outstanding stock options or other awards, at a price per share of $13.59, which is the average of the highest and lowest selling price per share of Common Stock on the New York Stock Exchange on December 17, 2003.

Pursuant to General Instruction E of Form S-8, this Registration Statement relates to the registration of additional shares of Common Stock of the Company under the Plan. The Company has earlier filed a Registration Statement on Form S-8 (File No. 33-57517), Registration Statement on Form S-8 (File No. 333-73113) and Registration Statement on Form S-8 (File No. 333-72882), each relating to the Plan, the contents of which are hereby incorporated by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information *

Item 2. Registrant Information and Employee Plan Annual Information *

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

AmeriCredit Corp. (the “Company”) hereby incorporates by reference in this registration statement the separate Registration Statement on Form S-8 (File No. 33-57517), Registration Statement on Form S-8 (File No. 333-73113) and Registration Statement on Form S-8 (File No. 333-72882), each relating to the AmeriCredit Corp. Employee Stock Purchase Plan.

Item 3. Incorporation of Documents by Reference

The Company hereby incorporates by reference in this registration statement the following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission”):

(1) the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003;

(2) the Company’s Quarterly Report on Form 10-Q for the three-month period ended September 30, 2003;

(3) the Company’s Amendment to Quarterly Report on Form 10-Q/A for the three-month period ended March 31, 2003 filed with the Commission on September 29, 2003;

(4) the Company’s Amendment to Quarterly Report on Form 10-Q/A for the three-month period ended December 31, 2002 filed with the Commission on September 29, 2003;

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

(5) the Company’s Amendment to Quarterly Report on Form 10-Q/A for the three-month period ended September 30, 2002 filed with the Commission on September 29, 2003;

(6) the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2003;

(7) the Company’s Current Report on Form 8-K filed with the Commission on August 25, 2003;

(8) the Company’s Current Report on Form 8-K filed with the Commission on October 23, 2003;

(9) the Company’s Current Report on Form 8-K filed with the Commission on November 10, 2003

(10) the Company’s Current Report on Form 8-K filed with the Commission on November 13, 2003;

(11) the description of Common Stock, par value $.01 per share (the “Common Stock”), of the Company set forth in the Registration Statement on Form 8-A, filed with the Commission on December 5, 1990, including any amendment or report filed for the purpose of updated such description; and

(12) all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this registration statement shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents until such time as there shall have been filed a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment.

Item 8. Exhibits.

(a) Exhibits

The following documents are filed as a part of this registration statement.

Exhibit	Description of Exhibit
4.1	Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed with the Commission).

4.2	Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.4 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed with the Commission).
4.3	Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and ChaseMellon Shareholder Services, L.L.C., as amended to date (incorporated by reference to Exhibit 4.2 and 4.2.1 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed with the Commission).
4.4	AmeriCredit Corp. Employee Stock Purchase Plan, as amended (incorporated by reference to the registrant’s Registration Statement on Form S-8 (File No. 33-57517) filed on November 16, 1994 with the Commission).
4.4.1	Amendment No. 1 to AmeriCredit Corp. Employee Stock Purchase Plan (incorporated by reference to the registrant’s Registration Statement on Form S-8 (File No. 333-73113) filed on March 1, 1999 with the Commission).
4.4.2	Amendment No. 2 to AmeriCredit Corp. Employee Stock Purchase Plan (incorporated by reference to the registrant’s Registration Statement on Form S-8 (File No. 333-72882) filed on November 7, 2001 with the Commission).
4.4.3	Amendment No. 3 to AmeriCredit Corp. Employee Stock Purchase Plan.
5.1	Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1	Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as Exhibit 5.1 hereto).
23.2	Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1	Power of Attorney (see signature page of this registration statement).

Item 9. Undertakings.

A. 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 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;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, as amended (the “Securities Act”), each such post-effective amendment 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; and

(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.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 18, 2003.

AMERICREDIT CORP.
By	/s/  Clifton H. Morris, Jr.
	Clifton H. Morris, Jr.,
	Chairman of the Board and
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below designates and appoints Clifton H. Morris, Jr., Chris A. Choate and J. Michael May, and each of them, his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  Clifton H. Morris, Jr. Clifton H. Morris, Jr.	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	December 18, 2003
/s/  Daniel E. Berce Daniel E. Berce	President and Director	December 18, 2003
/s/  Preston A. Miller Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 18, 2003
/s/  Edward H. Esstman Edward H. Esstman	Executive Vice President and Director	December 18, 2003

/s/  James H. Greer James H. Greer	Director	December 18, 2003
/s/  Kenneth H. Jones, Jr. Kenneth H. Jones, Jr.	Director	December 18, 2003
/s/  A. R. Dike A. R. Dike	Director	December 18, 2003
/s/  Douglas K. Higgins Douglas K. Higgins	Director	December 18, 2003
/s/  John R. Clay John R. Clay	Director	December 18, 2003
/s/  Gerald J. Ford Gerald J. Ford	Director	December 18, 2003
/s/  B. J. McCombs B. J. McCombs	Director	December 18, 2003
/s/  Michael R. Barrington Michael R. Barrington	Director	December 18, 2003

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
4.1	Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed with Commission).
4.2	Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.4 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed with the Commission).
4.3	Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and ChaseMellon Shareholder Services, L.L.C., as amended to date (incorporated by reference to Exhibit 4.2 and 4.2.1 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed with the Commission).
4.4	AmeriCredit Corp. Employee Stock Purchase Plan, as amended (incorporated by reference to the registrant’s Registration Statement on S-8 (File No. 33-57517) filed on November 16, 1994 with the Commission).
4.4.1	Amendment No. 1 to AmeriCredit Corp. Employee Stock Purchase Plan (incorporated by reference to the registrant’s Registration Statement on S-8 (File No. 333-73113) filed on March 1, 1999 with the Commission).
4.4.2	Amendment No. 2 to AmeriCredit Corp. Employee Stock Purchase Plan (incorporated by reference to the registrant’s Registration Statement on Form S-8 (File No. 333-72882) filed on November 7, 2001 with the Commission).
4.4.3	Amendment No. 3 to AmeriCredit Corp. Employee Stock Purchase Plan.
5.1	Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1	Consent of Jenkens & Gilchrist, a Professional Corporation. (included in their opinion filed as Exhibit 5.1 hereto).
23.2	Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1	Power of Attorney (see signature page of this registration statement).

EX-4.4.3

Exhibit 4.4.3

AMENDMENT NO. 3

TO

AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN

THIS AMENDMENT NO. 3 to the AmeriCredit Corp. Employee Stock Purchase Plan is effective as of November 5, 2003.

1. Introductory Statements. The AmeriCredit Corp. Employee Stock Purchase Plan (the “Purchase Plan”), Amendment No. 1 to the Purchase Plan and Amendment No. 2 to the Purchase Plan have previously been approved and adopted by the Board of Directors and the shareholders of AmeriCredit Corp. At a meeting of the Board of Directors of AmeriCredit Corp. held on August 27, 2003, Amendment No. 3 to the Purchase Plan (set forth below) was adopted and approved; subsequently, at the Annual Meeting of Shareholders of AmeriCredit Corp. held on November 5, 2003, the shareholders of AmeriCredit Corp. adopted and approved Amendment No. 3 to the Purchase Plan.

2. Amendment. As a result of the approvals described above, the first sentence of Paragraph 12(a) of the Purchase Plan is hereby amended and modified so as to provide in its entirety as follows:

“The maximum number of shares of Common Stock which shall be made available for sale under the Purchase Plan shall be 5,000,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in Paragraph 18.”

3. No Other Changes. Other than as expressly set forth above, the remaining language of Paragraph 12(a) of the Purchase Plan shall not be modified, and the only effect of the Amendment will be to increase the number of shares of Common Stock authorized and available for issuance under the terms of the Purchase Plan. All other terms and provisions of the Purchase Plan shall continue in full force and effect without change.

EXECUTED this 5th day of November, 2003.

/s/ Chris A. Choate

Chris A. Choate,

Executive Vice President, Chief

Legal Officer and Secretary

EX-5.1

EXHIBIT 5.1

Jenkens & Gilchrist A PROFESSIONAL CORPORATION 1445 ROSS AVENUE SUITE 3200 DALLAS, TEXAS 75202 (214) 855-4500 FACSIMILE (214) 855-4300 www.jenkens.com AUSTIN, TEXAS (512) 499-800 CHICAGO, ILLINOIS (312) 425-3900 HOUSTON, TEXAS (713) 951-3300 LOS ANGELES, CALIFORNIA (310) 820-8800 NEW YORK, NEW YORK (212) 704-6000 PASADENA, CALIFORNIA (626) 578-7400 SAN ANTONIO, TEXAS (210) 246-5000 WASHINGTON, D.C. (202) 326-1500

December 18, 2003

AmeriCredit Corp.

801 Cherry Street

Suite 3900

Fort Worth, Texas 76102

Re: AmeriCredit Corp.—Registration Statement on Form S-8

Gentlemen:

We have acted as special counsel to AmeriCredit Corp., a Texas corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about December 18, 2003, under the Securities Act of 1933, as amended (the “Securities Act”), relating to 2,000,000 shares (the “Shares”) of the $0.01 par value common stock (the “Common Stock”) of the Company that may be issued by the Company under the AmeriCredit Corp. Employee Stock Purchase Plan (the “Plan”).

You have requested an opinion with respect to certain legal aspects of the proposed offering. In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) the Articles of Incorporation, as amended, and the Bylaws, as amended, of the Company; (2) minutes and records of the corporate proceedings of the Company with respect to the amendment of the Plan, the issuance of the Shares of Common Stock pursuant to the Plan and related matters; (3) the Registration Statement and exhibits thereto, including the amendment to the Plan; and (4) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact

Jenkens & Gilchrist

AmeriCredit Corp.

December 18, 2003

Page 2

material to this opinion, and as to the content and form of the Articles of Incorporation, as amended, and the Bylaws, as amended, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy.

Based upon our examination, and consideration of, and reliance on, the documents and other matters described above, and assuming that:

(1) the Shares to be sold and issued in the future will be duly issued and sold in accordance with the terms of the Plan;

(2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares available for issuance to those persons who purchase Shares pursuant to the Plan; and

(3) the consideration for the Shares issued pursuant to the Plan is actually received by the Company as provided in the Plan and exceeds the par value of such Shares;

then, we are of the opinion that, the Shares issued or sold in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable.

We are licensed to practice law only in the State of Texas. The opinions expressed herein are specifically limited to the laws of the State of Texas and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to us included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Respectfully submitted, Jenkens & Gilchrist, A Professional Corporation
By:	/s/ Gregory J. Schmitt
	Gregory J. Schmitt, Esq. Authorized Signatory

cc: Chris A. Choate, Esq.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 25, 2003, relating to the financial statements, which appears in the AmeriCredit Corp.’s Annual Report on Form 10-K for the year ended June 30, 2003.

PRICEWATERHOUSECOOPERS LLP

Houston, Texas

December 18, 2003