SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (AMENDMENT NO.

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Payment of filing feeFiling Fee (Check the appropriate box):

Notes:

AMERICREDIT CORP.

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear AmeriCredit Shareholder:

On Tuesday,Wednesday, November 6, 2001,5, 2003, AmeriCredit Corp. will hold its 20012003 Annual Meeting of Shareholders at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas. The meeting will begin at 10:00 a.m.

Only shareholders who owned stock at the close of business on Thursday,Friday, September 20, 200112, 2003 can vote at this meeting or any adjournments that may take place. At the meeting we will:

Your Board of Directors recommends that you vote in favor of the proposals outlined in the Proxy Statement.

At the meeting, we will also report on AmeriCredit'sAmeriCredit’s fiscal 20012003 business results and other matters of interest to shareholders.

The approximate date of mailing for the Proxy Statement, proxy card and AmeriCredit's 2001AmeriCredit’s 2003 Annual Report is September 26, 2001.30, 2003.

We hope you can attend the Annual Meeting. Whether or not you can attend, pleaseread the enclosed Proxy Statement. When you have done so, pleasemark your votes on the enclosed proxy card,sign and date the proxy card, andreturn it to us in the enclosed envelope. Your vote is important, so please return your proxy card promptly.

Sincerely,

CHRIS A. CHOATE

Secretary

September 29, 2003

AMERICREDIT CORP.

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 6, 20015, 2003

SOLICITATION AND REVOCABILITY OF PROXIES

The accompanying proxy is solicited by the Board of Directors on behalf of AmeriCredit Corp., a Texas corporation ("AmeriCredit"(“AmeriCredit” or the "Company"“Company”), to be voted at the 20012003 Annual Meeting of Shareholders of AmeriCredit (the "Annual Meeting"“Annual Meeting”) to be held on November 6, 2001,5, 2003 at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders (the "Notice"“Notice”) and at any adjournment(s) thereof.When proxies in the accompanying form are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon; if no direction is indicated such shares will be voted for the election of directors and in favor of the other proposals set forth in the Notice.

The principal executive offices of AmeriCredit are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. AmeriCredit'sAmeriCredit’s mailing address is the same as its principal executive offices.

This Proxy Statement and accompanying proxy are being mailed on or about September 26, 2001. AmeriCredit's30, 2003. AmeriCredit’s Annual Report on Form 10-K covering the Company'sCompany’s fiscal year ended June 30, 20012003 is enclosed herewith, but does not form any part of the materials for solicitation of proxies.

The enclosed proxy, even though executed and returned, may be revoked at any time prior to the voting of the proxy by giving written notice of revocation to the Secretary of the Company at the Company'sCompany’s principal executive offices or by executing and delivering a later-dated proxy or by attending the Annual Meeting and voting in person. However, no such revocation shall be effective until such notice has been received by the Company at or before the Annual Meeting. Such revocation will not affect a vote on any matters taken prior to receipt of such revocation. Mere attendance at the Annual Meeting will not of itself revoke the proxy.

In addition to the solicitation of proxies by use of the mail, the directors, officers and regular employees of the Company may solicit the return of proxies either by mail, telephone, telegraph, or through personal contact. Such officers and employees will not be additionally compensated but will be reimbursed for out-of-pocket expenses. AmeriCredit has also retained Georgeson Shareholder Communications, Inc. ("GSC"(“GSC”) to assist in the solicitation of proxies from shareholders and will pay GSC a fee of approximately $8,000$10,000 for its services and will reimburse such firm for its out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries will be requested to forward solicitation materials to the beneficial owners. The cost of preparing, printing, assembling and mailing the Annual Report, the Notice, this Proxy Statement and the enclosed proxy, as well as the cost of forwarding solicitation materials to the beneficial owners of shares and other costs of solicitation, will be borne by AmeriCredit.

Some banks, brokers and other record holders have begun the practice of “householding” proxy statements and annual reports. “Householding” is the term used to describe the practice of delivering a single set of the proxy statement and annual report to any household at which two or more shareholders reside if a company reasonably believes the shareholders are members of the same family. This procedure would reduce the volume of duplicate information shareholders receive and would also reduce the Company’s printing and mailing costs. The Company will promptly deliver an additional copy of either document to any shareholder who writes or calls the Company at the following address or phone number: Investor Relations, AmeriCredit Corp., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, (817) 302-7000.

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PURPOSES OF THE MEETING

At the Annual Meeting, the shareholders of AmeriCredit will consider and vote on the following matters:

1. The election of four directors to terms of office expiring at the Annual Meeting of Shareholders in 2006, or until their successors are elected and qualified, and the election of two directors to a term of office expiring at the Annual Meeting of Shareholders in 2005, or until their successors are elected and qualified;

2. The approval of the proposal to amend the Company’s Employee Stock Purchase Plan (the “Purchase Plan”) to increase the number of shares of the Company’s Common Stock reserved under the Purchase Plan from 3,000,000 to 5,000,000;

3. The ratification of the appointment by the Company’s Audit Committee of PricewaterhouseCoopers LLP as independent public accountants for the Company for the fiscal year ending June 30, 2004; and

4. The transaction of such other business that may properly come before the Annual Meeting or any adjournments thereof.

QUORUM AND VOTING

The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting was the close of business on September 20, 200112, 2003 (the "Record Date"“Record Date”). On the Record Date, there were 84,339,085156,453,979 shares of Common Stock of the Company, par value $0.01 per share, outstanding, each of which is entitled to one vote on all matters to be acted upon at the Annual Meeting. There are no cumulative voting rights. The presence, in person or by proxy, of holders of a majority of the outstanding shares of Common Stock entitled to vote at the meeting is necessary to constitute a quorum to transact business. Assuming the presence of a quorum, the affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting is required for the election of directors, and the affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting is required for the approval of the amendment to the Purchase Plan and for the ratification of the appointment by the Board of Directors of PricewaterhouseCoopers LLP as independent public accountants for the Company for the fiscal year ending June 30, 2002. Approval of the amendment to the Company's Articles of Incorporation to increase the authorized number of shares of Common Stock from 120,000,000 to 230,000,000 requires the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.2004.

Abstentions and broker non-votes are counted towards determining whether a quorum is present. Broker non-votes will not be counted in determining the number of shares voted for or against the proposed matters, and therefore will not affect the outcome of the vote except that a broker non-vote will have the same effect as a "no" vote on the proposed amendment to the Articles of Incorporation since adoption of such amendment requires at least two-thirds of the outstanding shares entitled to vote. Abstentions on a particular item (other than the election of directors) will be counted as present and voting for purposes of any item on which the abstention is noted, thus having the effect of a "no"“no” vote as to that proposal because each proposal (other than the election of directors) requires the affirmative vote of a majority of the shares voting at the meeting. With regard to the election of directors, votes may be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect.

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PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

The following table and the notes thereto set forth certain information regarding the beneficial ownership of the Company's Common StockCompany’s common stock as of the Record Date, by (i)(1) each current director and nominee for director of the Company; (ii)(2) each Named Executive Officer (as defined in the "Executive Compensation-Summary Compensation Table" on page 8Officer; (3) all of this Proxy Statement); (iii) allour present executive officers and directors of the Company as a group; and (iv)(4) each other person known to the Companyus to own beneficially more than five percent of theour presently outstanding Common Stock.common stock. Unless otherwise indicated, the address for the following shareholders is 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.

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ELECTION OF DIRECTORS

(Item 1)

On September 7, 1999, the Board of Directors adopted amendments to the Company'sCompany’s bylaws classifying the Board of Directors into three (3) classes, as nearly equal in number as possible, each of whom would serve for three years, with one class being elected each year. The Board of Directors believes that the staggered three-year term of the classified Board of Directors helps assure the continuity and stability of management of the Company. This continuity and stability will result from the fact that with the classified Board of Directors, the majority of the directors at any given time will have prior experience as directors of the Company. The classified Board of Directors is also intended to protect shareholders'shareholders’ rights in the event of an acquisition of control by an outsider which does not have the support of the Board of Directors.

 The

On September 17, 2002, AmeriCredit announced plans to add three independent directors to its Board of Directors. On June 2, 2003, the Board of Directors, has setfollowing recommendations made by the Nominating and Corporate Governance Committee, (i) adopted amendments to the Company’s Bylaws with respect to vacancies and additional directors; (ii) approved an increase in the number of directors forto ten (10); and (iii) approved the ensuing yearappointment of two (2) independent directors to fill the vacancies resulting from the increase in the number of directors. On September 26, 2003, the Board of Directors, following recommendations made by the Nominating and Corporate Governance Committee, (i) approved an increase in the number of directors to eleven (11); and (ii) approved B. J. McCombs as a nominee to the Board of Directors to be approved by the shareholders at eight (8). the 2003 Annual Meeting.

At the 20012003 Annual Meeting, three (3)four (4) Class III directors shall be elected to serve terms expiring at the 20042006 Annual Meeting, and two (2) Class III directors shall be elected to serve terms expiring at the 2005 Annual Meeting. All three (3)Other than Mr. McCombs, all nominees are currently members of the Board of Directors.

 Vacancies occurring on the Board may be filled by the Board of Directors for the unexpired term of the replacement director's predecessor in office.

In order to be elected, each nominee for director must receive at least the number of votes equal to the plurality of the shares represented at the meeting, either in person or by proxy. Unless otherwise directed in the enclosed proxy, it is the intention of the persons named in such proxy to vote the shares represented by such proxy for the election of the following named nominees to the Board of Directors.

Vacancies occurring on the Board may be filled by the Board of Directors upon recommendations of the Nominating and Corporate Governance Committee for the unexpired term of the replacement director’s predecessor in office.

The Board of Directors has selected the following nominees recommended by the Nominating and Corporate Governance Committee for election to the Board of Directors:

Class I - Term to Expire at 2006 Annual Meeting

Daniel E. Berce

Edward H. Esstman

James H. Greer

Gerald J. Ford

Class III—Term to Expire at 2005 Annual Meeting

John R. Clay

B. J. McCombs

NOMINEES FOR TERMS EXPIRING IN 2006:

DANIEL E. BERCE, 49, has been a director since 1990. Mr. Berce has been President since April 2003. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003. Mr. Berce served as Executive Vice President, Chief Financial Officer and Treasurer from November 1994 until November 1996. Mr. Berce is also a director of Curative Health Services, Inc., a publicly held company that provides specialty health care services, and AZZ incorporated, a publicly held company that manufactures specialty electrical equipment and provides galvanizing services to the steel fabrication industry.

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EDWARD H. ESSTMAN, 62, has been a director since 1996. Mr. Esstman has been Executive Vice President since April 2003. Mr. Esstman served Vice Chairman from August 2001 to April 2003, Executive Vice President, Dealer Services and Co-Chief Operating Officer from October 2000 to August 2001, Executive Vice President, Dealer Services from October 1999 to October 2000, Executive Vice President, Auto Finance Division from November 1996 to October 1999 and Senior Vice President and Chief Credit Officer from November 1994 to November 1996.

JAMES H. GREER, 76, has been a director since 1990. Mr. Greer is Chairman of the Board of Greer Capital Corporation as well as President of two companies involved in real estate and commercial real estate development and management. From 1985 to 2001, Mr. Greer served as Chairman of the Board of Shelton W. Greer Co., Inc., which engineers, manufactures, fabricates and installs building specialty products. Mr. Greer previously served as a director for several banks and financial institutions. Mr. Greer is also a director of Service Corporation International, a publicly held company that owns and operates funeral homes and related businesses.

GERALD J. FORD, 59, has been a director since June 2003. Mr. Ford also currently serves as Chairman of the Board and director of Liberte Investors Inc., an investment firm, a position he has held since its formation in August 1996. Mr. Ford served as the Chairman of the Board, Chief Executive Officer and director of Golden State Bancorp Inc., a holding company of California Federal Bank, from September 1998 through November 2002 when Golden State Bankcorp Inc. was acquired by Citigroup. Mr. Ford also served as Chairman of the Board, Chief Executive Officer and director of California Federal Bank from October 1994 though November 2002 and of California Federal Preferred Capital Corporation from November 1996 through November 2002, and as Chairman of the Board and director of First Nationwide Mortgage Corporation from October 1994 through November 2002. Mr. Ford is also a director of Freeport-McMoRan Cooper & Gold Inc., a publicly held company that mines and produces copper and gold, and McMoRan Exploration Co., a publicly held energy company that explores for, develops and produces natural gas and crude oil.

NOMINEES FOR TERMS EXPIRING IN 2005:

JOHN R. CLAY, 55, has been a director since June 2003. Mr. Clay was Chief Executive Officer of Practitioners Publisher Company, Inc., a leading publisher of accounting and auditing manuals for CPA firms, from 1979 to 1999. Mr. Clay has also served 12 years as a public accountant, in accounting first with Ernst & Ernst and later as a partner with Rylander, Clay & Opitz. Mr. Clay is a certified public accountant and has authored several accounting articles and financial publications.

B. J. McCOMBS, 75, is a private investor with interests in automobile dealerships, professional sports and other investments. Mr. McCombs serves as a director of Clear Channel Communication, Inc., a publicly held diversified media company that primarily operates in radio broadcasting, outdoor advertising and live entertainment, since its inception.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

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CONTINUING DIRECTORS—CLASS II—Terms Expiring in 2004:

MICHAEL R. BARRINGTON, 42,44, has been a director since 1990. Mr. Barrington has beenwas Vice Chairman, President and Chief Executive Officer and President sincefrom July 2000.2000 until April 2003. Mr. Barrington served as Vice Chairman, President and Chief Operating Officer from November 1996 untilto July 2000 and was Executive Vice President and Chief Operating Officer from November 1994May 1991 until November 1996.

DOUGLAS K. HIGGINS, 51,53, has been a director since 1996. Mr. Higgins is a private investor and owner of Higgins & Associates and has been in such position since July 1994. Mr. Higgins served as the President and Chief Executive Officer of H&M Food Systems Company, Inc. from 1983 through 1994. Mr. Higgins is also a director of Worth Bancorporation, a multi-branch bank operating in Tarrant County, Texas.

KENNETH H. JONES, JR., 66,68, has been a director since 1988. Mr. Jones, a private investor, retired as Vice Chairman of KBK Capital Corporation ("KBK"(“KBK”), a publicly held non-bank commercial finance company, in December 1999. Mr. Jones had been Vice Chairman of KBK since January 1995. Prior to January 1995, Mr. Jones was a shareholder in the Decker, Jones, McMackin, McClane, Hall & Bates, P.C. law firm in Fort Worth, Texas, and was with such firm and its predecessor or otherwise involved in the private practice of law in Fort Worth, Texas for more than five years.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

CONTINUING DIRECTORS:DIRECTORS—CLASS III—Terms Expiring in 2005:

CLIFTON H. MORRIS, JR., 66,68, has been a director since 1988. Mr. Morris has been Executive Chairman of the Board since July 2000 and has also served as Chief Executive Officer since April 2003. Mr. Morris served as Chairman of the Board and Chief Executive Officer from May 1988 to July 2000. Mr. Morris also served as President from May 1988 until April 1991 and from April 1992 to November 1996. Mr. Morris is also a director of Service Corporation International a publicly held company that owns and operates funeral homes and related businesses, and Cash America International, Inc., a publicly held pawn brokerage company.

DANIEL E. BERCE, 47, has been a director since 1990. Mr. Berce has been Vice Chairman and Chief Financial Officer of the Company since November 1996 and was Executive Vice President, Chief Financial Officer and Treasurer for the Company from November 1994 until November 1996. Mr. Berce is also a director of INSpire Insurance Solutions, Inc., a publicly held company which provides policy and claims administration services to the property and casualty insurance industry, Curative Health Services, Inc., a publicly held company that provides specialty health care services and AZZ incorporated (formerly Aztec Manufacturing, Co.), a publicly held company that manufactures specialty electrical equipment and provides galvanizing services to the steel fabrication industry.

EDWARD H. ESSTMAN, 60, has been a director since 1996. Mr. Esstman has been Vice Chairman of the Company since August 2001. Mr. Esstman served as Executive Vice President, Dealer Services and co-Chief Operating Officer from October 2000 to August 2001, Executive Vice President, Dealer Services from October 1999 to October 2000, Executive Vice President, Auto Finance Division from November 1996 to October 1999 and Senior Vice President and Chief Credit Officer from November 1994 to November 1996.

A. R. DIKE, 65,67, has been a director since 1998. Mr. Dike is the President and Chief Executive Officer of The Dike Company, Inc., a private insurance agency, and has been in such position since July 1999. Prior to July 1999, Mr. Dike was President of Willis Corroon Life, Inc. of Texas, and was in such position for more than five years. Mr. Dike previously served as a director for several insurance companies. Mr. Dike served as a director of JPMorgan Chase Bank of Tarrant County and its predecessor banks from 1977 though 1991 and currently serves as an advisory director. Mr. Dike is also a director of Cash America International.International, Inc.

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JAMES H. GREER, 74, has been a director since 1990. Mr. Greer is Chairman of the Board of Shelton W. Greer Co., Inc. which engineers, manufactures, fabricates and installs building specialty products, and has been such for more than five years. Mr. Greer is also a director of Service Corporation International.

Board Committees and Meetings

Standing committees of the Board include the Audit Committee, the Stock Option/Compensation Committee and the Nominating and Corporate Governance Committee.

The Audit Committee'sCommittee’s principal responsibilities consist of (i) recommending the selection of independent auditors, (ii) reviewing the scope of the audit conducted by such auditors, as well as the audit itself, and (iii) reviewing the Company'sCompany’s internal audit activities and matters concerning financial reporting, accounting and audit procedures, and policies generally.generally, and (iv) monitoring the independence and performance of the Company’s independent auditors and internal auditors. Members consist of Messrs. Dike, Greer, Higgins and Jones. In fiscal 2003, the Audit Committee met four times and, pursuant to the authority delegated to him by the Audit Committee, Mr. Jones, Chairman of the Committee, met with the Company’s independent auditors prior to the public issuance of the Company’s quarterly and annual financial results. The "Report“Report of the Audit Committee"Committee” is contained in this Proxy Statement beginning on page 19.23.

The Stock Option/Compensation Committee (i) administers the Company'sCompany’s employee stock option and other stock-based compensation plans and oversees the granting of stock options, and (ii) reviews and approves compensation for executive officers.officers and (iii) reviews Board member compensation. Members consist of Messrs. Dike, Greer, Higgins and Jones. In fiscal 2003, the Stock Option/Compensation Committee met or adopted resolutions by unanimous consent four times. The “Report of the Stock Option/Compensation Committee on Executive Compensation” is contained in this Proxy Statement beginning on page 14.

The Nominating and Corporate Governance Committee was established in August 2001. The Nominating and Corporate Governance Committee (i) establishes procedures for the nomination of directors, (ii) recommends to the Board of Directors a slate of nominees for directors to be presented on behalf of the Board for election by shareholders at each Annual Meeting of the Company, (iii) recommends to the Board appropriate nominees to fill Board vacancies, and (iv) considers nominees to the Board recommended by shareholders.shareholders, (v) recommends to the Board director nominees for each committee, (vi) establishes and oversees any corporate governance guidelines applicable to the Company, (vii) leads the annual Board evaluation of the Chief Executive Officer’s performance, (viii) oversees the Chief Executive Officer and executive succession plans and (ix) leads the Board in its annual review of the Board’s performance. Shareholders may nominate director nominees for consideration by writing to the Secretary of the Company at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and providing the nominee'snominee’s name, biographical data and qualifications. In order to be considered by the Nominating and Corporate Governance Committee with respect to nominees for the 2004 Annual Meeting of Shareholders, prospective nominee recommendations must be received by the Secretary no later than May 30th ofSeptember 7, 2004 and no earlier than August 8, 2004. In fiscal 2003, the year in which the Annual Meeting is to be held.Nominating and Corporate Governance Committee met one time. Members consist of Messrs. Dike, Greer, Higgins and Jones.

The Board of Directors held five regularly scheduled meetings and two special meetings during the fiscal year ended June 30, 2001.2003. Various matters were also approved during the last fiscal year by unanimous written consent of the Board of Directors. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board on which such director served.

Director Compensation

 Members

For fiscal year ended June 30, 2003, members of the Board of Directors currently receivereceived a $2,500 quarterly retainer fee and an additional $4,000 fee for attendance at each meeting of the Board. Members of Committees of the Board of Directors arewere paid $2,000 per quarter for participation in all committee meetings held during that quarter.

On July 1, 2003, the Stock Option/Compensation Committee revised the compensation paid to the Company’s directors. For fiscal 2004, members of the Board of Directors will receive a $24,000 annual retainer

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fee as well as a $4,000 fee for attendance at each meeting of the Board, and members of Committees of the Board of Directors will be paid $1,500 per committee meeting. The Audit Committee Chairman will receive a $4,000 annual retainer fee, and the Stock Option/Compensation Committee Chairman and Nominating and Corporate Governance Committee Chairman will receive a $3,000 annual retainer fee. No Board of Directors fees will be paid to Messrs. Morris, Berce and Esstman, the Company’s employee directors.

At the 2000 Annual Meeting of Shareholders, the Company adopted the 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (the "2000 Plan"“2000 Plan”), which provides for grants to the Company'sCompany’s executive officers (other than Messrs. Morris, Barrington, Berce and Esstman) and to non-employee directors of stock options and reserves, in the aggregate, a total of 2,000,000 shares of Common Stock for issuance upon exercise of stock options granted under such plan. On November 7, 2000, the date of the Company's 2000 Annual Meeting of Shareholders,October 30, 2002, options to purchase 20,000 shares of Common Stock were granted under the 2000 Plan to each of Messrs. Dike, Greer, Higgins and Jones at an exercise price of $28.44$7.24 per share. The exercise price for the options granted to Messrs. Dike, Greer, Higgins and Jones is equal to the last reported sale price of the Common Stock on the New York Stock Exchange ("NYSE"(“NYSE”) on the day preceding the date of grant. These options, which have a term of ten years, are fully vested upon the date of grant, but may not be exercised prior to the expiration of six months after the date of grant.

The Board of Directors anticipates that an annual grant of stock options will be authorized under the 2000 Plan to non-employee directors (other than Mr. Barrington) following the 20012003 Annual Meeting of Shareholders in amounts and upon such terms as were authorized followingon October 30, 2002. Pursuant to the 2000 Annual Meetingterms of Shareholders.his separation agreement, Mr. Barrington may be considered in the discretion of the Stock Option/Compensation Committee for future grants in such amounts and on such terms as may be granted to other non-employee directors, subject to legal and plan restrictions on the ability of the Company to authorize such grants.

All directors may use the Company airplane, but are responsible for all income taxes associated with this benefit. If a director uses the Company airplane more than a predetermined number of hours a year, the director is required to pay in advance all the Company’s out-of-pocket expenses.

Compensation Committee Interlocks and Insider Participation

No member of the Stock Option/Compensation Committee is or has been an officer or employee of the Company or any of its subsidiaries or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission ("SEC"(“SEC”). No member of the Stock Option/Compensation Committee served on the compensation committee, or as a director, of another corporation, one of whose directors or executive officers served on the Stock Option/Compensation Committee or whose executive officers served on the Company'sCompany’s Board of Directors.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following sets forth information concerning the compensation of the Company’sCompany's Chief Executive Officer, its former Chief Executive Officer and each of the other four most highly compensated executive officers of the Company (the “Named Executive Officers”) for the fiscal years shown.

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Option Grants in Last Fiscal Year

The following table shows all individual grants of stock options to the Named Executive Officers of the Company during the fiscal year ended June 30, 2001.2003.

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Aggregated Option Exercises in Last Fiscal Year

and FY-End Option Values

Shown below is information with respect to the Named Executive Officers regarding option exercises during the fiscal year ended June 30, 2001,2003, and the value of unexercised options held as of June 30, 2001.2003.

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Report of the Stock Option/Compensation Committee on Executive Compensation

During fiscal 2001,2003, the Stock Option/Compensation Committee of the Board of Directors (the "Committee"“Committee”) was comprised of Messrs. Dike, Greer, Higgins and Jones. The Committee is responsible for all elements of the total compensation program for executive officers and senior management personnel of the Company, including stock option grants and the administration of other incentive programs.

General

The objectives of the Company'sCompany’s compensation strategy isremain as follows: (i) to attract and retain the best possible executive talent, (ii) to motivate its executives to achieve the Company'sCompany’s goals, (iii) to link executive and shareholder interest through compensation plans that provide opportunities for management to become substantial shareholders in the Company and (iv) to provide a compensation package that appropriately recognizes both individual and corporate contributions.

Reorganization of Executive Team in Fiscal 2003

On April 23, 2003, the Board of Directors expanded the duties of Mr. Morris by returning him to the position of Chief Executive Officer. Mr. Morris replaced Mr. Barrington, who has stepped down as President and Chief Executive Officer. To fill the position of President, the Board of Directors promoted Mr. Berce, formerly the Company’s Chief Financial Officer. The Board of Directors also promoted Mr. Preston A. Miller to Chief Financial Officer and Mr. Floyd from President of Dealer Services to Chief Operating Officer replacing Mr. Michael T. Miller, who stepped down.

Components of Compensation of Named Executive Officers.Officers in Fiscal 2003

Compensation paid to the Company'sCompany’s Named Executive Officers in fiscal 20012003 consisted of the following: base salary and annual bonus. With the exception of Mr. Miller, no stock options or other long-term incentive awards were made to the Company's Named Executive Officers in fiscal 2001.awards.

Base Salary

Employment agreements have been entered into between the Company and each of the Named Executive Officers. All of these employment agreements, which are described in greater detail elsewhere in this Proxy Statement, provide for a certain minimum annual base salary with salary increases, bonuses and other incentive awards to be made at the discretion of this Committee.

No base salary increase wasincreases were made during fiscal 20012003 for Mr. Morris.Berce. Effective July 1, 2000,2002, the Committee authorized base salary increases of $50,000 for Mr. Barrington, $25,000 for Messrs. Berce and Esstman and $35,000 for Mr. Miller. In connection with his promotion to co-Chief Operating Officer, Mr. Miller received a $40,000 base salary increase effective October 29, 2000.of $25,500 for Mr. Preston A. Miller, to $385,500 annually, $26,227 for Mr. Floyd, to $339,500 and $22,500 for Ms. Miller, to $340,500. Effective April 23, 2003, the Committee authorized a base salary increase of $350,000 for Mr. Morris, to $750,000 annually. The increasesincrease for Messrs. Barrington, Berce, Esstman and Miller wereMr. Morris was considered appropriate in light of the continuing growth and financial successhis re-assumption of the Company and, in the case of Mr. Miller, his promotion to co-Chief Operating Officerchief executive position of the Company.

 In light

Annual Bonus

For fiscal 2003, the Company made a decision not to award annual bonuses for any officers as part of his resignation as co-Chief Operating Officera broader plan to reduce costs, improve liquidity and increase profitability. Accordingly, no bonuses were paid during fiscal 2003 to the Company’s Named Executive Officers. Further, the Company’s financial results for fiscal 2003 did not achieve any of the Company, Mr. Esstman's base salary was reduced from $425,000 to $225,000 as of August 7, 2001.

Annual Incentive

     The purpose of annual incentive bonus awards is to encourage executive officers and key management personnel to exercise their best efforts and management skills toward achieving the Company's predetermined objectives. In fiscal 2001, the CEO and the other Named Executive Officers received annual incentive awards equal to between 100% and 150% of their base salary. As described in the Company's 2000 Proxy Statement, these bonus awards were made in return for the Company's successfully meeting earnings per share targets previously established by the Committee prior tofor bonus payments. The Committee is presently considering, but has not finalized or adopted, a proposed incentive plan for fiscal 2001. Under this plan, minimum earnings levels were required to be obtained before any bonuses were awarded; the plan also defined maximum award levels. Based on the Company's earnings per share in fiscal 2001, the maximum bonus target was achieved2004 for the CEO and the other Named Executive Officers.

     For fiscal 2002, the Committee has approved an incentive plan similar to the plan in effect for fiscal 2001,Company’s senior executive officers, including the establishmentChief Executive Officer, that will provide bonus opportunities upon the Company’s achievement of certain earnings, per share targetsreturn on assets and award levels associated withother operating objectives established by the Company's success in meeting those targets.Committee.

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Long-Term Incentive Award

 In light of the

The Committee approved stock options grantedoption grants to the Named Executive Officers under the 1998 Limited Stock Option Plan (the "1998 Plan"), approved by shareholders at the 1998 Annual Meeting, no stock option grants were made in fiscal 2001 to the Named Executive Officers, other than Mr. Miller. In connection with his promotion to co-Chief Operating Officer, Mr. Miller was granted a stock option for 150,000 shares on November 7, 2000May 29, 2003 at an exercise price of $28.44 per share.

     As noted in$8.79, the 1998 Proxy Statement, there will be no further stock-based,closing market price on that date. These were the first long-term incentive awards made to Messrs. Morris Barrington,and Berce since January 1998, and Esstman until the first awards made to Messrs. Miller and Floyd and Ms. Miller since November 2001. The “Option Grants in Last Fiscal Year” table on page 12 summarizes stock options covered byoption grants in fiscal 2003 to the 1998 Plan are fully vested and exercisable. Furthermore, the 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. specifically provides that Messrs. Morris, Barrington, Berce and Esstman are not eligible to participate in such Plan.Named Executive Officers.

Other Compensation Plans

The Company maintains certain broad-based employee benefit plans in which executive officers are permitted to participate on the same terms as non-executive personnel who meet applicable eligibility criteria, subject to any legal limitations on the amounts that may be contributed or the benefits that may be payable under the plans.

In addition, the Committee has previously approved a split-dollar life insurance program for Messrs. Morris, Barrington, Berce and Esstman. Under this program, the Company advances annual premiums forBarrington. Messrs. Morris, Berce and Barrington terminated their respective split-dollar life insurance policies on these officers, subject to the right of the Company to recover certain amountsarrangements in the event of the officer's death or termination of employment. As adopted by the Committee, the annual premiums will be approximately $75,000 in the case of Mr. Morris and $37,500 in the case of Messrs. Barrington, Berce and Esstman.2003.

Stock Ownership Guidelines for Executive Officers

In August 2000, the Board of Directors adopted stock ownership guidelines that are designed to encourage the accumulation of the Company'sCompany’s stock by its executive officers. TheseIn August 2003, the Committee amended and restated the stock ownership guidelines principally to (i) reflect revisions in executive management participating therein, (ii) extend the transition date by two and a half years as a result of the decline in the Company’s stock price throughout fiscal 2002 and 2003 and (iii) establish a minimum number of shares that must be owned by participants in order to comply with ownership levels, notwithstanding price fluctuations that may occur from time to time in the Company’s stock. The revised guidelines, stated as a multiple of executives'executives officers’ base salaries and the minimum number of shares that must be owned by executive officers, are as follows: Chairman and Vice Chairmen, four times; Segment Presidents and Treasurer, three times; other Executive Team members, two times.

The recommended time period for reaching the above guidelines is the later of (i) August 1, 2003,December 31, 2005, (ii) five years from date of hire or (iii) three years from date of promotion to an executive officer position. These guidelines are subject to periodic review to ensure that the levels are appropriate. Shares of the Company'sCompany’s stock directly owned by an executive officer and shares owned by an executive officer through the Company's 401kCompany’s 401(k) and employee stock purchase programs constitute qualifying ownership;ownership, and shares of restricted stock owned by an executive officer, whether or not vested, would also qualify. Stock options are not counted towards compliance with the guidelines. The Committee will review the progress of each executive officer toward compliance with the guidelines and, in the event an officer is not making satisfactory progress, the Committee may reduce prospective stock option or restricted share grants to such executive officer.

 As of September 20, 2001, the value

Presently, all of the Company stock owned by each executive officer subjectNamed Executive Officers other than Mr. Floyd own more than the minimum number of shares necessary to comply with the stock ownership guidelines exceeded the required amount, with the exception of five executive officers, three of whom were newly hired or promoted into executive officer positions within the past two years.guidelines.

Fiscal 20012003 Compensation of CEO

 During

Mr. Barrington’s salary for fiscal 2001,2003, through April 23, 2003 when he stepped down as the Company’s Chief Executive Officer and President, was $641,538. Upon his separation of employment, the Company entered

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into a separation agreement with Mr. Barrington received $650,000to provide a separation payment, calculated pursuant to an employment agreement previously entered into between Mr. Barrington and the Company, in the amount of $4,786,892 ($2,564,880 was applied first to the repayment in full of indebtedness owed to the Company by Mr. Barrington under a note) and a consulting fee in the amount of $125,000 per year in exchange for his agreement to provide certain services for up to 360 hours per year over a 24 month period beginning May 1, 2003. Under the agreement, Mr. Barrington also agreed to a two-year non-compete and non-solicitation agreement and provided a release of all claims against the Company and related entities and parties. In fiscal 2003, no annual bonus or stock options were awarded to Mr. Barrington.

Mr. Morris reassumed the position of Chief Executive Officer on April 23, 2003. The Committee authorized an increase in the annual rate for Mr. Morris’ base salary, a salary the Committee believes is in-line with the base salaries paideffective April 23, 2003, from $350,000 per year to the top executive officer at similarly-sized financial services companies and at the companies previously reviewed by the Committee located within the Dallas-Fort Worth area.$750,000 per year. The decision to increase Mr. Barrington'sMorris’ base salary was established in July 2000 in connectionconsistent with his promotion to CEO. The salary amount shownthe increased responsibilities and duties he reassumed upon becoming the Company’s Chief Executive Officer. In addition, the Company granted Mr. Morris a stock option for Mr. Barrington in the "Executive Compensation - Summary Compensation Table"190,000 shares on page 8May 28, 2003 at an exercise price of this Proxy Statement includes director fees in addition to his base salary.

     As discussed above, Mr. Barrington also received a cash$8.79 per share. In fiscal 2003, no annual bonus under the 2001 incentive plan equal to 150% of his base salary, an award that represented the maximum bonus opportunity for Mr. Barrington. No stock options or other stock-based, long-term incentive awards were madewas awarded to Mr. Barrington during fiscal 2001.Morris.

DOUGLAS K. HIGGINS (CHAIRMAN)

A. R. DIKE

JAMES H. GREER

KENNETH H. JONES, JR.

Notwithstanding anything to the contrary set forth in any of the Company'sCompany’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding report and the Performance Graph on page 1418 shall not be incorporated by reference into any such filings.

Certain Agreements

Employment Contracts, Termination of Employment and Change-in Control Arrangements

The Company has entered into employment agreements with all of its Named Executive Officers.Officers, other than Mr. Barrington whose employment agreement was terminated pursuant to his separation agreement discussed below. These agreements, as amended, contain terms that renew annually for successive five year periods (ten years in the case of Mr. Morris), and the compensation thereunder is determined annually by the Company's Board of Directors,Stock Option/Compensation Committee, subject to the following minimum annual compensation: Mr. Morris, $350,000; Messrs. Barrington andMr. Berce, $345,000; Mr. Esstman, $225,000;Miller, $145,000; Mr. Floyd $115,000; and Mr.Ms. Miller $255,000.$145,000. Included in eachthe agreement for Messrs. Morris and Berce is a covenant of the employee not to compete with the Company during the term of his employment and for a period of three years from the date on which he ceased to be employed as a result of a termination for due cause or voluntary termination unless such voluntary termination occurs within twelve months after a “change in control” (as that term is defined in the employment agreements). Included in the agreement for Messrs. Miller and Floyd and Ms. Miller is a covenant of the employee not to compete with the Company during the term of his or her employment and for a period of one year thereafter. The employment agreements alsofor Messrs. Morris and Berce provide that if the employee is terminated by the Company other than for cause, or in the event the employee resigns or is terminated other than for cause within twelve months after a "change“change in control"control” of the Company, (as that term is defined in the employment agreements), the Company will pay to the employee the remainder of his current year'syear’s salary (undiscounted) plus the discounted present value (employing an interest rate of 8%) of two additional years'years’ salary. The employment agreements for Messrs. Miller and Floyd and Ms. Miller provide that, in the event of a termination or resignation under the circumstances described in the immediately preceding sentence, the Company will pay to Messrs. Miller and Floyd and Ms. Miller, as the case may be, an amount equal to one year’s salary. For all Named Executive Officers other than Messrs.Mr. Morris, and Esstman, "salary"“salary” includes the annual rate of compensation immediately prior to the "change“change in control"control” plus the average annual cash bonus for the immediately preceding three-year period; for Messrs.period. For Mr. Morris, and Esstman, "salary"“salary” includes the highest annual rate of compensation plus the highest annual cash bonus or other incentive payment provided in any of the seven fiscal yearyears preceding the year in which a "change“change of control"control” occurs.

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In addition to the employment agreements described above, the terms of all stock options granted to the Named Executive Officers provide that such options will become immediately vested and exercisable upon the occurrence of a change in control as defined in the stock option agreements evidencing such grants.

The provisions and terms contained in these employment and option agreements could have the effect of increasing the cost of a change in control of the Company and thereby delay or hinder such a change in control.

Barrington Separation Agreement

Mr. Barrington stepped down as Chief Executive Officer and President on April 23, 2003. The Company entered into a separation agreement with Mr. Barrington pursuant to which Mr. Barrington received a separation payment, calculated pursuant to his employment agreement, in the amount of $4,786,892 ($2,564,880 was applied first to the repayment in full of indebtedness owed to the Company by Mr. Barrington under a note), and a consulting fee in the amount of $125,000 per year in exchange for his agreement to provide certain services for up to 360 hours per year over a 24 month period beginning May 1, 2003. Under the separation agreement, Mr. Barrington also agreed to a two-year non-compete and non-solicitation agreement and provided a release of all claims against the Company and related entities and parties. The Company also agreed to reimburse Mr. Barrington for all reasonable out-of-pocket expenses incurred by him in the performance of his consulting services. Mr. Barrington continues to serve on the Board of Directors.

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Performance Graph

The following graph presentsperformance graphs present cumulative shareholder returnreturns on the Company'sCompany’s Common Stock for the five years ended June 30, 2001. The2003. In the five-year performance graph, the Company is compared to (i) the S&P500&P 500 and (ii) the S&P Consumer Finance Index. S&P recently split the S&P Financial Index into the S&P Consumer Finance Index and the S&PFinancial&P Diversified Financial Services Index. Each Index assumes $100 invested at the beginning of the measurement period and is calculated assuming quarterly reinvestment of dividends and quarterly weighting by market capitalization.

The data source for the graph is Media General Financial Services, Inc., an authorized licensee of S&P.

		June 1998			June 1999			June 2000			June 2001			June 2002			June 2003
AmeriCredit Corp.		$	100.00		$	89.67		$	95.27		$	291.14		$	157.20		$	47.92
S&P 500		$	100.00		$	122.76		$	131.66		$	112.13		$	91.96		$	92.19
S&P Consumer Finance		$	100.00		$	122.30		$	107.95		$	149.99		$	115.56		$	115.56

Comparison of Cumulative Shareholder Return
1996-2001

Section 16(a) Beneficial Ownership Reporting Compliance

The Company'sCompany’s executive officers and directors are required to file under the Securities Exchange Act of 1934, as amended, reports of ownership and changes of ownership with the SEC. Based solely upon information provided to the Company by individual directors and executive officers, the Company believes that during the fiscal year ended June 30, 2001,2003, all filing requirements applicable to its executive officers and directors were met.

Related Party Transactions

The Company engagespreviously engaged independent contractors to solicit business from motor vehicle dealers in certain geographic locations. During fiscal 2001, oneOne such independent contractor was CHM Company, L.L.C. ("(“CHM Company"Company”), a Delaware limited liability company, that is controlled by Clifton H. Morris, III, an adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive ChairmanOfficer of the Company. A per contract commission iswas paid to CHM Company for each motor vehicle contract originated by the Company that is attributable to the marketing efforts

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of CHM Company. Commission payments of $1,813,941 were made by the Company to CHM Company during fiscal 2001. Out of payments received from the Company, CHM Company pays all of its expenses, including salaries and benefits for its employees and marketing representatives, office expenses, travel expenses and promotional costs. The Company'sCompany’s contractual arrangement with CHM Company has beenwas cancelled effective December 31, 2000. Although the contract has been cancelled, CHM Company is entitled to continue receiving monthly payments per the original contract terms with respect to motor vehicle contracts originated by CHM Company prior to contract termination that meet certain portfolio performance criteria. The Company made payments of $156,594 to CHM Company during fiscal 2003.

The Company selects independent contractors on a competitive bid basis from a group of qualified vehicle recovery and repossession agencies with whom it maintains ongoing relationships. During fiscal 2003, the Company engaged Texas Expeditors of Dallas/Fort Worth, LP (“Expeditors of DFW”), a Texas limited partnership, Texas Expeditors of San Antonio, LP (“Expeditors of San Antonio”), a Texas limited partnership, and Texas Expeditors of Houston, LP (“Expeditors of Houston”), a Texas limited partnership, as three of its vehicle recovery agencies. These recovery agencies are controlled by Clifton H. Morris, III, an adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive Officer of the Company. A per vehicle payment is made pursuant to a fee schedule submitted by Expeditors of DFW, Expeditors of San Antonio and Expeditors of Houston for each recovery, repossession or other service performed. During fiscal 2003, payments of $453,876, $271,029 and $303,047 were made by the Company to Expeditors of DFW, Expeditors of San Antonio and Expeditors of Houston, respectively. The aggregate amount of payments the Company paid in fiscal 2003 to the three vehicle recovery companies controlled by Clifton H. Morris, III represented approximately 2% of the total recovery and repossession fees paid by the Company to all vehicle recovery agencies in fiscal 2003.

On September 21, 2000,2001, Messrs. BarringtonBerce and Berce, executive officers of the Company,Barrington each executed Amended and Restated Revolving Credit Notes in the amount of $1,000,000$2,500,000 in favor of the Company. These Notes,notes, which modifymodified and extendextended notes in the principal amount of $1,000,000 executed by Messrs. BarringtonBerce and BerceBarrington in September 1999, bear2000, bore interest at a rate equal to LIBOR plus 1%, and provideprovided that Messrs. Berce and Barrington and Berce cancould borrow, repay and reborrow from time to time thereunder. The Notes mature in full on the earlier to occur of September 20, 2001 or separation of employment for any reason. During fiscal 2001,2003, the largest amount of indebtedness outstanding under Mr. Barrington'sBerce’s note was $970,354;$1,000,349; Mr. BarringtonBerce paid off his note in full on August 31, 2001.7, 2002, and such note was cancelled and is not available for further borrowing. During fiscal 2001,2003, the largest amount of indebtedness outstanding under Mr. Berce's loanBarrington’s note was $999,996;$2,564,880; on April 23, 2003, the net proceeds payable to Mr. Berce paid offBarrington pursuant to his loan on May 14, 2001.separation agreement were applied first to the repayment in full of amounts owed to the Company by Mr. Barrington under the note, and such note was cancelled and is not available for further borrowing.

In August 2000, the Board of Directors adopted stock ownership guidelines that are designed to encourage the accumulation of the Company's stock by its executive officers. These guidelines, stated as a multiple of executives' base salaries, are as follows: Chairman and Vice Chairmen, four times; Segment Presidents and Treasurer, three times; other Executive Team members, two times. The recommended time period for reaching the above guidelines is the later of (i) August 1, 2003, (ii) five years from date of hire or (iii) three years from date of promotion to an executive officer position. Shares of the Company's stock directly owned by an executive officer and shares owned by an officer through the Company's 401k and employee stock purchase programs constitute qualifying ownership; stock options are not counted towards compliance with the guidelines. The Board of Directors also adopted an Officer Stock Loan Program (the “Program”) to facilitate compliance with the stock ownership guidelines.guidelines as discussed in the “Report of the Stock Option/Compensation Committee on Executive Compensation” on page 14. Executive officers may utilizeutilized loan proceeds to acquire and hold common stock of the Company by means of option exercise or otherwise. The loans, executed by executive officers, bear interest at a rate equal to LIBOR plus 1%. The stock to be held as a result of a loan under the programProgram must be pledged to the Company. The aggregate principal balance of all outstanding loans under the programProgram may not exceed $20,000,000 at any time. Messrs. BarringtonOn July 29, 2002, the Stock Option/Compensation Committee terminated the Program and Berce obtained loansapproved amendments to the outstanding revolving promissory note and pledge agreements under this programthe Program between the Company and three (3) executive officers which provided that each officer repay amounts in full, including principal and interest, on the earlier to occur of: (i) December 31, 2003; or (ii) sixty days after the last day of the officer’s employment with the Company. The executive officers described below had indebtedness under the Program that exceeded $60,000 during fiscal 2001. The2003.

Mr. Michael T. Miller obtained a loan under the Program during fiscal 2002. During fiscal 2003, the largest amount of indebtedness outstanding under Mr. Barrington'sMiller’s loan was $414,813;$893,567. On April 23, 2003, Mr. Barrington paid offMiller stepped down as Chief Operating Officer. The Company entered into a separation agreement with Mr. Miller pursuant to which Mr. Miller received a separation payment, calculated pursuant to his employment agreement, in the amount of $2,131,923 of which $893,567 was applied first to the repayment in full of Mr. Miller’s loan.

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Mr. Joseph E. McClure obtained a loan on August 31, 2001. Theunder the Program during fiscal 2002. During fiscal 2003, the largest amount of indebtedness outstanding under Mr. Berce'sMcClure’s loan was $204,263; Mr. Berce paid off his loan on February 2, 2001.

APPROVAL OF THE PROPOSAL TO AMEND AMERICREDIT CORP.’S ARTICLES OF INCORPORATON TO INCREASE THE AUTHORIZED NUMBER SHARES OF COMMON STOCK FROM 120,000,000 TO 230,000,000.
(Item 2)

Current Use of Shares

     The Company's Charter currently authorizes$1,353,343, and the issuance of 120,000,000 shares of Common Stock, par value of $.01 per share. Asamount outstanding as of June 30, 2001, 89,853,792 shares were issued and outstanding (including 6,439,737 Treasury Shares), and another 14,083,484 shares were subject2003 was $1,353,343. In July 2003, Mr. McClure was reassigned to unexercised stock options granted pursuanta non-executive position.

All loans made to executive officers, including loans made under the Program, provide for full personal recourse to the Company's stock option plans, reserved for issuance pursuant to future grants under the Company's stock option plans, or reserved for issuance under the Company's employee stock purchase plan. This leavesexecutive officers, and the Company has no agreements, written or oral, with only 16,062,724 shares currently available for other purposes.its executive officers to cancel or forgive such indebtedness in the future.

 Additionally,

In fiscal 2003, the Company alsopurchased retail installment contracts originated by automobile dealerships owned directly or indirectly by Mr. McCombs (or in which he has a shelf registration statement relating tofinancial interest) in an amount that did not exceed 1% of the registration of a variety of security offerings with an aggregate offering price of up to $500,000,000 available for issuance thereunder. The Company may choose to offer, from time to time, debt securities, shares of preferred stock, shares of common stock, depositary shares representing preferred stock or warrants for debt and equity securities on such terms to be set forth in the prospectus contained in the registration statement or in one or more supplements to such prospectuses. Any issuance of equity securitiestotal retail installment contracts purchased by the Company under this registration statement would further deplete the remaining number of authorized shares.

Proposed Amendment

     On August 7, 2001, the Board of Directors unanimously adopted a resolution setting forth a proposed amendment to the Company's Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from 120,000,000 to 230,000,000. No changes are proposed to increase the amount of authorized preferred shares of the Company. The resolution adopted by the Board of Directors presented for approval by the shareholders at the Annual Meeting is set forth below:in fiscal 2003.

 RESOLVED, that Section 4.1 of Article IV of the Articles of Incorporation of the Company be amended so that, as amended, Section 4.1 shall read in its entirety as follows:

Purposes and Possible Effects of the Proposed Amendment

     The Board of Directors believes that the Company's Articles of Incorporation should be amended to allow the Company flexibility to issue additional shares of Common Stock for corporate purposes as considered appropriate by the Board of Directors. Such future activities may include, without limitation, possible future financing and acquisition transactions, increasing working capital, raising additional capital for operations of the Company, secondary offerings, stock splits or stock dividends and grants under the Company's equity-based compensation plans. As of the date on which this Proxy Statement is being mailed, there are no arrangements, agreements or understandings for the issuance or use of the additional shares of authorized Common Stock other than issuances permitted or required under the Company's existing stock-based employee benefits plans.

     The Board of Directors believes that the proposed amendment will provide several long-term advantages to the Company and its shareholders. The passage of the proposed amendment would enable the Company to pursue financings or enter into transactions which the Board of Directors believes provide the potential for growth and profit. If additional authorized shares are available, transactions dependent upon the issuance of additional shares are less likely to be undermined by delays and expenses occasioned by the need to obtain shareholder authorization to provide the shares necessary to consummate such transactions. Without an increase in authorized shares of Common Stock, the Company may have to rely on debt, seek alternative financing means or forgo an investment opportunity altogether.

     In addition to the corporate purposes discussed above, the proposed amendment could have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, if the Company were the subject of a hostile takeover attempt, it could try to impede the takeover by issuing shares of Common Stock, thereby diluting the voting power of the other outstanding shares and increasing the cost of the takeover. The availability of this defensive strategy to the Company could discourage unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the proposed amendment may limit the opportunity for shareholders to realize a higher price for their shares than is generally available in takeover attempts. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and the Board of Directors has not presented this proposal with the intent that it be utilized as a type of anti-takeover device.

     Shareholders do not have preemptive rights or similar rights to subscribe for or purchase any additional shares of Common Stock that may be issued in the future. If the Board of Directors elects to issue additional shares of Common Stock, such issuance may, depending on the circumstances, have a dilutive effect on the earnings per share and other interests of the existing shareholders.

Vote Necessary to Approve the Proposed Amendment

     Under the Texas Business Corporation Act, adoption of the proposed amendment requires the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at the Annual Meeting. The effect of an abstention is the same as that of a vote against the approval of the proposed amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE PROPOSAL TO AMEND AMERICREDIT CORP.'S ARTICLES OF INCORPORATON TO INCREASE THE AUTHORIZED NUMBER SHARES OF COMMON STOCK FROM 120,000,000 TO 230,000,000.

PROPOSAL TO AMEND THE AMERICREDIT CORP.

EMPLOYEE STOCK PURCHASE PLAN

(Item 3)2)

Since its inception, the AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan"“Purchase Plan”) has been a highly successful, broad-based employee benefit plan, significant in the retention and motivation of the Company'sCompany’s employees who have elected to participate therein. Under the Purchase Plan, employees at all levels of the Company are able to participate, through stock ownership, in the growth and financial success of the Company. As of June 30, 2001,2003, approximately 3,0501,200 employees were enrolled and participating in the Purchase Plan, constituting 73%35% of all employees eligible to participate. The Company anticipates that the number of shares available for issuance under the Purchase Plan will be substantially depleted within 12-1812 to 18 months.

On August 7, 2001,27, 2003, the Stock Option/Compensation Committee amended the Purchase Plan to increase the number of shares of Common Stock reserved under the Purchase Plan from 2,000,0003,000,000 to 3,000,0005,000,000 (the "Amendment"“Amendment”). On August 7, 2001,27, 2003, the Amendment was ratified by the Board of Directors but is subject to shareholder approval. If approved by shareholders at the Annual Meeting, the first sentence of paragraph 12(a) of the Purchase Plan will be amended to provide as follows:

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

The remaining language of Sectionparagraph 12 will not be changed 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.

The Amendment is necessary in order to cover future purchases by employees participating in the Purchase Plan. With the growth in the number of employees employed by the Company, most all of whom are eligible participants in the Purchase Plan, the Company anticipates that the number of shares presently reserved for issuance under the Purchase Plan may soon be depleted. The Amendment will enable the Company to continue the purposes of the Purchase Plan by providing additional incentives to attract, retain and motivate employees, and to instill shareholder considerations and values in the actions of such employees.

Since participation in the Purchase Plan is entirely voluntary on the participant'sparticipant’s part, it is not possible to indicate the number, names or positions of employees who will participate in the Purchase Plan or the number of shares of Common Stock that will be purchased by any employee under the Purchase Plan.

The primary provisions of the Purchase Plan are described in Appendix A to this Proxy Statement. A copy of the Purchase Plan was contained in the Company'sCompany’s Proxy Statement for the 1994 Annual Meeting of Shareholders and has been filed by the Company with the Securities and Exchange Commission.SEC. Any shareholder desiring a complete copy of the Purchase

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Plan, which was filed on an S-8 Registration Statement on November 11, 1994, may obtain it on our website atwww.americredit.com on the Investors page under the Financial Data tab or by writing to AmeriCredit Corp., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Corporate Secretary.

The Company intends to register the one (1)two million additional shares of Common Stock issuable under the Amendment under the Securities Act of 1933, as amended, assuming shareholders approve the proposal to increase the number of shares. Shares purchased pursuant to the Purchase Plan after the effective date of such registration could immediately be sold on the open market subject, in the case of affiliates (as defined in Rule 144 under the Securities Act of 1933), to compliance with the provisions of Rule 144 other than the holding requirement.

Other Information

The following table provides information about the Company’s equity compensation plans as of June 30, 2003:

The 1989 Stock Option Plan for AmeriCredit Corp., 1990 Stock Option Plan for Non-Employee Directors of AmeriCredit Corp., 1991 Key Employee Stock Option Plan of AmeriCredit Corp., 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp., AmeriCredit Corp. Employee Stock Purchase Plan, 1996 Limited Stock Option Plan for AmeriCredit Corp., 1998 Limited Stock Option Plan for AmeriCredit Corp. and 2000 Limited Omnibus Plan for AmeriCredit Corp. were approved by the Company’s shareholders.

The 1999 Employee Stock Option Plan of AmeriCredit Corp. (“1999 Plan”), FY 2000 Stock Option Plan of AmeriCredit Corp. (“FY 2000 Plan”), Management Stock Option Plan of AmeriCredit Corp. (“Management Plan”), i4 Gold Stock Option Program (“i4 Plan”) and Marketing Representative Stock Option Plan of AmeriCredit Corp. (“Marketing Plan”) have not been approved by the Company’s shareholders.

Description of Plans

1999 Plan

Under the 1999 Plan, adopted by the Board of Directors in fiscal 1999, a total of 1,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 12,555 shares were available for grants as of June 30, 2003. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2003, 190,000 shares were granted under the 1999 Plan, each having an exercise price of $8.79 per share. Each option is subject to vesting requirements established by the Board of Directors. The 1999 Plan provides for acceleration of vesting of awards in the event of a change in control. The 1999 Plan expires on February 4, 2009, except with respect to options then outstanding.

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FY 2000 Plan

Under the FY 2000 Plan, adopted by the Board of Directors in fiscal 2000, a total of 2,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 14,935 shares were available for grants as of June 30, 2003. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2003, 470,000 shares were granted under the FY 2000 Plan, each having an exercise price of $8.79 per share. Each option is subject to certain vesting requirements established by the Board of Directors. The FY 2000 Plan provides for acceleration of vesting of awards in the event of a change in control. The FY 2000 Plan expires on July 1, 2009, except with respect to options then outstanding.

Management Plan

Under the Management Plan, adopted by the Board of Directors in fiscal 2000, a total of 3,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 66,045 shares were available for grants as of June 30, 2003. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2003, 1,411,500 shares were granted under the Management Plan with a weighted average exercise price of $9.47 per share. Each option is subject to certain vesting requirements established by the Board of Directors. The Management Plan provides for acceleration of vesting of awards in the event of a change in control. The Management Plan expires on February 3, 2010, except with respect to options then outstanding.

i4 Plan

Under the i4 Plan, adopted by the Board of Directors in fiscal 2002, a total of 1,200,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan), of which 2,300 shares were available for grants as of June 30, 2003. In order to align the i4 Plan with the Company’s current stock option plans, in fiscal 2003, the Board of Directors amended the i4 Plan to, among other things, provide terms and conditions substantially similar to its other stock option plans and to extend the term of the i4 Plan through October 31, 2007. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2003, 623,325 shares were granted under the i4 Plan with a weighted average exercise price of $9.76 per share. Each option is subject to certain vesting requirements established by the Board of Directors. The i4 Plan provides for acceleration of vesting of awards in the event of a change in control. The i4 Plan expires on October 31, 2007, except with respect to options then outstanding.

Marketing Plan

Under the Marketing Plan, adopted by the Board of Directors in fiscal 1994, a total of 300,000 shares have been authorized for grants of options to non-employee marketing representatives of the Company, of which 212,960 shares were available for grants as of June 30, 2003. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2003, no shares were granted under the Marketing Plan. No grants have been made under the Marketing Plan since fiscal 2001, and the Company currently has no non-employee marketing representatives that are eligible for grants under the Marketing Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The Marketing Plan expires on October 12, 2004, except with respect to options then outstanding.

Approval of the Amendment to the Purchase Plan by shareholders of the Company is required by the terms of the Purchase Plan. The proposal to approve the Amendment to the Purchase Plan requires approval by the holders of a majority of the outstanding shares of Common Stock represented at the Annual Meeting of Shareholders.

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On September 20, 2001,26, 2003, the closing price of the Company'sCompany’s Common Stock on the New York Stock Exchange was $28.82.$10.86.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"“FOR” THE AMENDMENT TO THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

(Item 4)3)

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as independent public accountants for the Company to audit its consolidated financial statements for the fiscal year ending June 30, 2002,2004. The Audit Committee and hasthe Board of Directors have determined that it would be desirable to request that the shareholders ratify such selection. TheAssuming the presence of a quorum, the affirmative vote of a majority of the outstanding shares of Common Stock voting at the Annual Meeting in person or by proxy is necessary for the ratification of the appointment by the Board of DirectorsAudit Committee of PricewaterhouseCoopers LLP as independent public accountants. PricewaterhouseCoopers LLP served as the Company'sCompany’s independent public accountants for the fiscal year ended June 30, 20012003 and has reported on the Company'sCompany’s consolidated financial statements for such year. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions from shareholders.

Shareholder ratification is not required for the selection of PricewaterhouseCoopers LLP, since the Board of DirectorsAudit Committee has the responsibility for selecting the Company'sCompany’s independent public accountants. Nonetheless, the selection is being submitted for ratification at the Annual Meeting with a view towards soliciting the shareholders'shareholders’ opinions, which the Board of DirectorsAudit Committee will take into consideration in future deliberations. In the event the shareholders fail to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent accountants, the Audit Committee may reconsider its selection.

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMENDSRECOMMEND A VOTE "FOR"“FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2002.2004.

Report of the Audit Committee

The Audit Committee is composedcomprised of four directors, each of whom meets the independence and experience requirements of the New York Stock Exchange.NYSE. The members of the Audit Committee are Messrs. Dike, Greer, Higgins and Jones. The Audit Committee acts underpursuant to a written charter adopted by the Board of Directors on May 15, 2002. The Audit Committee held four meetings in fiscal 2003. The Audit Committee plans to meet a copyminimum of which is includedsix times in fiscal 2004, including quarterly meetings in executive sessions with the independent public accountants, senior internal audit executive and senior management.

Mr. John R. Clay, appointed to the Board of Directors in June 2003 and nominated in this Proxy Statement for reelection for a term to expire at the 2005 Annual Meeting, is anticipated to be appointed by the Board of Directors to serve on the Audit Committee following his reelection. The Board of Directors has determined that Mr. Clay has the qualifications and experience necessary to serve as Appendix B.an “audit committee financial expert,” as defined by the rules of the SEC, upon his appointment to the Audit Committee.

Management has the primary responsibilitiesresponsibility for the consolidated financial statements and the financial reporting process, including the system of internal controls. The Audit Committee oversees the Company'sCompany’s independent public accountants, internal control and financial reporting process and internal controls on behalf of the Board of Directors. In this regard, the Audit Committee helps to ensure independence of the Company'sCompany’s auditors, the integrity of management and the adequacy of disclosure to shareholders. Representatives of the internal audit department, independent public accountants and financial management have unrestricted access to the Audit Committee.

23

The Audit Committee preapproves all auditing services and periodically meet privately withpermitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to any de minimus exceptions for non-audit services provided in the Securities Exchange Act of 1934, as amended, and/or by SEC rules, which de minimus non-audit services are approved by the Audit Committee.Committee prior to the conclusion of the audit. The Audit Committee may form and delegate authority to the chairman of the Audit Committee, or a subcommittee of the Audit Committee (consisting of one or more members), when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of the chairman or any subcommittee to grant preapprovals shall be presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended June 30, 2003 with management and the Company'sCompany’s independent public accountants. The independent public accountants are responsible for expressing an opinion on the conformity of the Company'sCompany’s audited consolidated financial statements with generally accepted accounting principles, including a discussion of the quality of the Company'sCompany’s accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the consolidated financial statements and the adequacy of internal controls. The Audit Committee discussed with the independent public accountants the results of the fiscal 20012003 audit and all other matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees. In addition, the Audit Committee received, reviewed and discussed the written disclosures from the independent public accountants required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. Based on the preceding review and discussions contained in this paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended June 30, 20012003 for filing with the Securities and Exchange Commission.SEC.

Audit Fees:    Aggregate fees for the audit of consolidated financial statements for the fiscal year ended June 30, 20012003 and for the reviews of the consolidated financial statements included in the Company's Form 10-Q'sCompany’s Forms 10-Q were $170,023, of which $37,902 in fees and costs have been billed as of June 30, 2001.$279,082.

Financial Information Systems Design and Implementation Fees:    There were no fees or costs billed to the Company for the professional services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (relating to financial information systems design and implementation) by PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2001.2003.

All Other Fees:    Aggregate fees and costs billed to the Company for services rendered by PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2001,2003, other than audit and financial information systems design and implementation services, were $974,213.$1,274,973. Of this amount, $403,963$595,895 related to fees and costs for professional services rendered by PricewaterhouseCoopers LLP in connection with the Company'sCompany’s securitization program and other warehouse facility reviews and $100,090$319,185 of the total of all other fees amount related to tax services provided by PricewaterhouseCoopers LLP.

The Audit Committee has determined that the provision of services covered by the two preceding paragraphs is compatible with maintaining the principal accountant's independence of PricewaterhouseCoopers LLP from the Company. The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent public accountants for fiscal 2004.

KENNETH H. JONES, JR. (CHAIRMAN)

A. R. DIKE

JAMES H. GREER

DOUGLAS K. HIGGINS

24

OTHER BUSINESS

(Item 5)4)

The Board knows of no other business to be brought before the Annual Meeting. If, however, any other business should properly come before the Annual Meeting, the persons named in the accompanying proxy will vote the proxy as in their discretion they may deem appropriate, unless they are directed by the proxy to do otherwise.

Shareholder Proposals

Pursuant to various rules promulgated by the SEC, a shareholder that seeks to include a proposal in the Company'sCompany’s proxy statement and form of proxy card for the Annual Meeting of Shareholders of the Company to be held in 20022004 must timely submit such proposal in accordance with SEC Rule 14a-8 to the Company, addressed to Chris A. Choate, Secretary, 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 no later than May 30, 2002.76102. Further, a shareholder may not present a proposal for inclusion in the Company'sCompany’s proxy statement and form of proxy card related to the 2002 annual meeting2004 Annual Meeting and may not submit a matter for consideration at the 2002 annual meeting,2004 Annual Meeting, regardless of whether presented for inclusion in the Company'sCompany’s proxy statement and form of proxy card, unless the shareholder shall havehas timely complied with the Company'sCompany’s bylaw requirements which set a notice deadline after which a shareholder will not be permitted to present a proposal at the Company'sCompany’s next shareholder meetings.meeting. The bylaws state that in order for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder'sshareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year'syear’s annual meeting. A shareholder'sshareholder’s notice to the Secretary must set forth as to each matter the holder proposes to bring before the meeting including a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; the name and address, as they appear on the Company'sCompany’s books, of the shareholder proposing such business and the name and address of the beneficial owner, if any, on whose behalf the proposal is made; the class and number of shares of the Company which are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf the proposal is being made; and any material interest of such shareholder of record and beneficial owner, if any, on whose behalf the proposal is made in such business. A notice given pursuant to this provision of the Company'sCompany’s bylaws will not be timely with respect to the Company's 2002 meetingCompany’s 2004 Annual Meeting unless duly given by no later than September 4, 20027, 2004 and no earlier than August 5, 2002.8, 2004.

With respect to business to be brought before the 20012003 Annual Meeting, the Company has not received any notices from shareholders that the Company is required to include in this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

CHRIS A. CHOATE

Secretary

September 21, 2001
29, 2003

Fort Worth, Texas

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

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APPENDIX A

Description of the AmeriCredit Corp.

Employee Stock Purchase Plan

General

In July 1994, the Board of Directors authorized the adoption of the AmeriCredit Corp. Employee Stock Purchase Plan (the “Purchase Plan”) and reserved 500,000 shares of Common Stock for issuance thereunder. In November 1994, the Purchase Plan was approved by the Shareholders of the Company. On April 28, 1998, the Stock Option/Compensation Committee amended the Purchase Plan to increase the number of shares of Common Stock reserved under the Purchase Plan from 500,000 to 1,000,000 shares (“Amendment No. 1”). Amendment No.1No. 1 was ratified by the Board of Directors as of April 28, 1998. On November 4, 1998, Amendment No.1No. 1 was adopted and approved by shareholders at the 1998 Annual Meeting. On October 1, 1998, the Company completed a two for one stock split which increased the shares of Common Stock reserved under the Purchase Plan to 2,000,000 shares.

On August 7, 2001, the Stock Option/Compensation Committee amended the Purchase Plan to increase the number of shares of Common Stock reserved under the Purchase Plan from 2,000,000 to 3,000,000 shares (“Amendment No. 2”). Amendment No. 2 was ratified by the Board of Directors as of August 7, 2001. On November 6, 2001, Amendment No. 2 was adopted and approved by shareholders at the 2001 Annual Meeting.

On August 27, 2003, the Stock Option/Compensation Committee amended the Purchase Plan to increase the number of shares of Common Stock reserved under the Purchase Plan from 3,000,000 to 5,000,000 (“Amendment No. 3”). Amendment No. 3, which was ratified by the Board of Directors, was effective August 7, 200127, 2003 but is subject to shareholder approval. If approved by shareholders at the 20012003 Annual Meeting, the first sentence of paragraph 12(a) of the Purchase Plan will be amended to provide as follows:

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

The remaining language of paragraph 12 will not be changed and the only effect of Amendment No. 23 will be to increase the number of shares of Common Stock authorized and available for issuance under the terms of the Purchase Plan. The purpose of the Purchase Plan is to provide employees (including officers) of the Company and its majority owned subsidiaries with an opportunity to purchase Common Stock from the Company through payroll deductions. The essential features of the Purchase Plan are outlined below.

Offering Period

Offerings under the Purchase Plan have a duration of 24 months and commence on the Monday immediately following the completion of the first payroll period ending in December and June of each year, unless otherwise specified by the Board of Directors. Each offering period is composed of four six-month exercise periods. The Board of Directors has the power to alter the duration of an offering period with respect to future offerings if announced at least fifteen days prior to the scheduled beginning of the first offering period to be affected.

Grant and Exercise of Option

On the first day of an offering period (the “Enrollment Date”), the participant is granted an option to purchase on each exercise date during such offering period up to a number of whole shares of the Common Stock determined by dividing 10% of the participant’s Compensation (as defined in the Purchase Plan) by the lower of (i) 85% of the fair market value of a share of the Common Stock on the Enrollment Date or (ii) 85% of the fair market value of a share of Common Stock on the exercise date, provided that the maximum number of shares

A-1

subject to such option during such offering period shall in no event exceed 5,000 shares. The number of shares subject to such option shall be reduced, if necessary, to maintain the limitations with respect to a participant’s ownership of stock and/or options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any subsidiary, and to restrict a participant’s right to purchase stock under the Purchase Plan to $25,000 in fair market value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time. Unless the employee’s participation is discontinued, his option for the purchase of shares will be exercised automatically at the end of each six-month exercise period within the offering period at the applicable price. To the extent an employee’s payroll deductions exceed the amount required to purchase the shares subject to option, such excess amount shall be held in such participant’s account for the next exercise period, unless such participant has withdrawn from the offering period or unless such offering period has terminated with such exercise date, in which case such amount shall be returned to the employee without interest.

Shares Available Under the Purchase Plan

If Amendment No.2No. 3 is approved by shareholders, the total number of shares of Common Stock that are issuable under the Purchase Plan will be 3,000,000,5,000,000, subject to adjustment as described below under “Capital Changes.”

Eligibility and Participation

Any employee who is customarily employed for at least 20 hours per week and more than five months per calendar year by the Company or its majority owned subsidiaries is eligible to participate in offerings under the Purchase Plan. Employees become participants in the Purchase Plan by delivering to the company a subscription agreement authorizing payroll deductions within the specified period of time prior to the commencement of each offering period.

No employee is permitted to purchase shares under the Purchase Plan if such employee owns 5% or more of the total combined voting power or value of all classes of shares of stock of the Company (including shares that may be purchased under the Purchase Plan or pursuant to any other options). In addition, no employee is entitled to purchase more than $25,000 worth of shares (based on the fair market value of the shares at the time the option is granted) in any calendar year.

Purchase Price

The price at which shares are sold under the Purchase Plan is eighty-five percent (85%) of the fair market value per share of Common Stock at either the beginning of the offering period or at the end of each six-month exercise period, whichever is lower.

Payroll Deductions

The purchase price of the shares is accumulated by payroll deduction over each offering period. The deductions may not be greater than 10% of a participant’s compensation. Compensation for purposes of the Purchase Plan includes salary and commissions (excluding overtime, bonuses, special awards, and reimbursements) plus bonuses, commissions and other incentive payments paid during the immediately preceding twelve-month period. A participant may decrease or, within such limits, increase his or her rate of payroll deductions at any time during the offering period.

All payroll deductions of a participant are credited to his or her account under the Purchase Plan and are deposited with the general funds of the Company. Such funds may be used for any corporate purpose pending the purchase of shares. No charges for administrative or other costs may be made by the Company against the payroll deductions.

A-2

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Administration

The Purchase Plan is administered by the Board of Directors or a committee appointed by the Board. Directors who are eligible employees are permitted to participate in the Purchase Plan; provided, however, that (i) directors who are eligible to participate in the Purchase Plan may not vote on any matter affecting the administration or the grant of any option pursuant to the Purchase Plan and (ii) if a committee is established to administer the Purchase Plan, no committee member will be eligible to participate in the Purchase Plan.

Withdrawal from the Plan

A participant may terminate his or her interest in a given offering, or in a given exercise period, by withdrawing all, but not less than all, of the accumulated payroll deductions credited to such participant’s account at any time prior to the end of the offering period. The withdrawal of accumulated payroll deductions automatically terminates the employee’s interest in that offering, or exercise period, as the case may be. As soon as practicable after such withdrawal, the payroll deductions credited to a participant’s account are returned to the participant without interest.

A participant’s withdrawal from an offering does not have any effect upon such participant’s eligibility to participate in subsequent exercise periods within the same offering period.

Termination of Employment

Termination of a participant’s employment for any reason, including retirement or death or the failure to remain in the continuous employ of the Company for at least 20 hours per week (except for certain leaves of absence), cancels his or her participation in the Purchase Plan immediately. In such event, the payroll deductions credited to the participant’s account will be returned to the participant, or in the case of death, to the person or persons entitled thereto, without interest.

Capital Changes

In the event of changes in the Common Stock of the Company due to stock dividends or other changes in capitalization, or in the event of any merger, sale or any other reorganization, appropriate adjustments will be made by the Company to the shares subject to purchase and to the price per share.

Nonassignability

No rights or accumulated payroll deductions of an employee under the Plan may be pledged, assigned or transferred for any reason, and any such attempt may be treated by the Company as an election to withdraw from the Purchase Plan.

Amendment and Termination of the Plan

The Board of Directors of the Company may at any time amend or terminate the Purchase Plan, except that such termination cannot affect options previously granted, nor may any amendment make any change in an existing option that adversely affects the rights of any participant. No amendment may be made to the Purchase Plan without prior approval of the shareholders of the Company if such amendment would increase the number of shares that may be issued under the Purchase Plan, permit payroll deductions at a rate in excess of 10% of a participant’s compensation, change the designation of the employees eligible for participation in the Purchase Plan or constitute an amendment for which shareholder approval is required in order to comply with Rule 16b-3, or any successor rule.

A-3

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Tax Information

The Purchase Plan and the right of participants to make purchases thereunder is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code. Under these provisions, no income will be taxable to participant at the time of grant of the option or purchase of shares. Upon disposition of the shares, the participant will generally be subject to tax and the amount of the tax will depend upon the holding period. If the shares have been held by the participant for more than two years after the date of option grant and one year from the date of option exercise, the lesser of (a) the excess of the fair market value of the shares at the time of such disposition over the option price, or (b) the excess of the fair market value of the shares at the time the option was granted over the option price (which option price will be computed as of the grant date) will be treated as ordinary income, and any further gain will be treated as long-term capital gain. If the shares are disposed of before the expiration of these holding periods, the excess of the fair market value of the shares on the exercise date of the option price will be treated as ordinary income, and any further gain or loss on such disposition will be long or short-term capital gain or loss, depending on the holding period. The Company is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income reported by participants upon disposition of shares prior to the expiration of the holding period described above.

The foregoing is only a summary of the effect of federal income taxation upon the participant and the Company with respect to the shares purchased under the Purchase Plan. Reference should be made to the applicable provisions of the Code. In addition, the summary does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside.

Other Information

The Purchase Plan was effective in July 1994 and will terminate in July 2014, unless terminated earlier by the Board of Directors or extended by the Board with the approval of shareholders.

As described above, substantially all employees of AmeriCredit are eligible to participate in the Purchase Plan. As of June 30, 2001,2003, approximately 3,0501,200 employees were enrolled and participating, representing 73%35% of all AmeriCredit employees eligible to participate. Otherwise, it is not possible to state the number of shares of Common Stock that may be purchased under the Purchase Plan by any individual (or groups of individuals) who may participate in the Purchase Plan.

APPENDIX B

CHARTER OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
OF AMERICREDIT CORP.

1.    Purpose of the Audit Committee.

 The purpose of the Audit Committee of the Board of Directors (the “Audit Committee”) of AmeriCredit Corp., a Texas corporation (the “Company”), is to assist the Board in oversight of (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independence and performance of the Company’s internal and external auditors.

2.    Membership and Appointment.

     The Audit Committee shall consist of at least three (3) directors who meet the independence and financial acumen and experience requirements of the listing standards of the New York Stock Exchange, as amended from time to time. The Board of Directors shall appoint the members of the Audit Committee, to serve terms coterminous with their respective terms as directors of the Company.A-4

3.    Authority.

     The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Audit Committee. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of or consultants to the Audit Committee.

4.    Reporting Responsibility.

     The Audit Committee shall be responsible to and shall make regular reports to the Board of Directors.

5.    Duties of the Audit Committee.

     The Audit Committee shall be responsible to the Board of Directors for performing, and shall perform, the following duties:

6.    No Duty to Audit.

     While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations.

AMERICREDIT CORP.
801 CHERRY STREET, SUITE 3900
FORT WORTH, TEXAS 76102

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The undersigned hereby appoints Clifton H. Morris, Jr., Michael R. Barrington and Daniel E. Berce, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side, all of the shares of the common stock of AmeriCredit Corp. (the "Company"), held of record by the undersigned on September 20, 2001, at the Annual Meeting of Shareholders of the Company to be held on November 6, 2001, at 10:00 a.m. (Central Daylight Time), at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas 76102, and any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1, "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, "FOR" PROPOSAL 4, AND THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN PROPOSAL 5.

AMERICREDIT CORP. CORP 801 CHERRY ST., SUITE 3900 FORT WORTH, TEXASTX 76102		VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and to create an electronic voting instruction form.
		VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number which is located below and then follow the simple instructions the Vote Voice provides you.
		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to AmeriCredit Corp., 801 Cherry St., Suite 3900, Fort Worth, Texas 76102. c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:		AMRCDT		KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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AMERICREDIT

CORP.

Vote On Directors

1. Proposal to elect as Directors of the Company the     following persons to, hold office until the Annual Meeting     of Shareholders in 2006 or until their successors have been     duly elected and have qualified.

For All ¨

Withhold All ¨

For All Except ¨

To withhold authority to vote, mark “For All Except” and write the nominees’ number on the line below

Nominees:

01)    Daniel E. Berce

02)    Edward H. Esstman

03)    James H. Greer

04)    Gerald J. Ford

hold office until the annual meetingAnnual Meeting of shareholdersShareholders in 2004 2005

or until their successors have been duly elected and have qualified.qualified

For All	Withhold All	Except For All
0	0	0

To withhold authority to vote, mark "For All Except"
and write the nominee's number on the line below.

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Nominees:

01) MichaelNominees:

05)    John R. Barrington 02) Douglas K. Higgins 03) Kenneth H. Jones, Jr. Clay

06)    B. J. McCombs

Vote On Proposals

		For		Against		Abstain
2. Proposals to amend the AmeriCredit Corp. Employee Stock Purchase Plan.		¨		¨		¨
3. Proposal to ratify the appointment of PricewaterhouseCoopers as accountants for the fiscal year     ending June 30, 2004.		¨		¨		¨

2. Proposal to amend the Articles of Incorporation to increase the authorized shares of Common Stock.

For	Against	Abstain
0	0	0

4.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

3. Proposal to increase the number of reserved shares under the Employee Stock Purchase Plan.

For	Against	Abstain
0	0	0

4. Proposal to ratify the appointment of PricewaterhouseCoopers as accountants for the fiscal year ending June 30, 2002.

For	Against	Abstain
0	0	0

5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

For	Against	Abstain
0	0	0

(Please sign exactly as name appears hereon. Proxies should be dated when signed. When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. Only authorized officers should sign for a corporation. If shares are registered in more than one name, each joint owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature [PLEASE(PLEASE SIGN WITHIN BOX]THE BOX)				Date		Signature (Joint Owners)	Date	Date

AMERICREDIT CORP.

801 CHERRY STREET, SUITE 3900

FORT WORTH, TEXAS 76102

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Clifton H. Morris, Jr. and Daniel E. Berce, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side, all of the shares of the common stock of AmeriCredit Corp. (the “Company”), held of record by the undersigned on September 12, 2003, at the Annual Meeting of Shareholders of the Company to be held on November 5, 2003, at 10:00 a.m. (Central Standard Time), at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas 76102, and any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, AND THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN PROPOSAL 4.