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 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 exceededguidelines. Mr. Floyd was promoted to Chief Operating Officer in April 2003 and, accordingly, has until April 2006 to own the required amount, with the exceptionrequisite number of five executive officers, three of whom were newly hired or promoted into executive officer positions within the past two years.shares.

Fiscal 20012004 Compensation of CEO

In the view of the Committee, since reassuming the position of CEO on April 23, 2003, Mr. Morris has demonstrated highly effective leadership and vision in leading the Company’s successful turnaround, while delivering financial and operating performance in fiscal 2004 that exceeded all of the Committee’s expectations. In addition, Mr. Morris has put in place and retained an effective and efficient executive management team that has the intellectual capital and commitment critical to the future success of the Company.

During fiscal 2001,2004, Mr. BarringtonMorris received $650,000$800,000 in base salary, a salarysalary. As noted above, the Committee believes that Mr. Morris’ base salary is in-line with the base salaries paid to the top executive officer at similarly-sized financial services companies andgenerally competitive at the companies previously reviewed bymarket median but is less than the Committee located within the Dallas-Fort Worth area. Mr. Barrington's base salary was established in July 2000 in connection with his promotion to CEO. The salary amount shown for Mr. Barrington in the "Executive Compensation - Summary Compensation Table" on page 8 of this Proxy Statement includes director fees in addition to his base salary.Committee’s 75^thpercentile objective.

As discussed above, Mr. Barrington also received athe Committee believes that the cash bonus paid under the 20012004 incentive plan equal to 150%196% of hisMr. Morris’ base salary reflects Mr. Morris’ — and the Company’s — superior performance against financial and operating objectives established at the beginning of fiscal 2004.

Mr. Morris received an option award for 66,000 shares in July 2003 at an exercise price of $8.50. The Committee believes, as confirmed by the compensation consultant, that represented the maximum bonus opportunity for Mr. Barrington. No stock options or other stock-based,annual grants of long-term incentive awards were made to Mr. Barrington during fiscal 2001.are an appropriate component of the CEO’s compensation package.

DOUGLAS K. HIGGINS (CHAIRMAN)

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 1420 shall not be incorporated by reference into any such filings.

18

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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. 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;Floyd $115,000, Mr. Miller, $145,000; and Mr. Miller, $255,000.Choate $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. Floyd, Miller and Choate 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. Floyd, Miller and Choate 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. Floyd, Miller and Choate, 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.

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 therebypossibly delay or hinder such a change in control.

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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. The2004. 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 1999			June 2000			June 2001			June 2002			June 2003			June 2004
AmeriCredit Corp		$	100.00		$	106.25		$	324.69		$	175.31		$	53.44		$	122.06
S&P 500		$	100.00		$	107.25		$	91.34		$	74.91		$	75.10		$	89.45
S&P Consumer Finance		$	100.00		$	88.27		$	122.64		$	94.49		$	87.81		$	108.79

20

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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, 2001,2004, all filing requirements applicable to its executive officers and directors were met.met except as follows: (i) a purchase by Mr. Jones of 1,000 shares in a private transaction on August 29, 2003 was not reported until September 10, 2003, (ii) a disposition by Mr. Steven P. Bowman, the Company’s Executive Vice President and Chief Credit Officer, of 1,454 shares effective May 1, 2004, was not reported until May 20, 2004 and (iii) a sale by Mr. Dike and his wife of 12,000 shares on June 25, 2004 was not reported until July 14, 2004.

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 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.criteria, namely that payments are continuing to be made by consumers to the Company on such contracts. The Company made payments of $98,093 to CHM Company during fiscal 2004.

 On September 21, 2000, Messrs. Barrington

The Company selects independent contractors on a competitive bid basis from a group of qualified vehicle recovery and Berce,repossession agencies with whom it maintains ongoing relationships. During fiscal 2004, 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, 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. The Company considers the fees charged by these companies to be competitive and reasonable. During fiscal 2004, payments of $561,634, $258,525 and $738,955 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 2004 to the three vehicle recovery companies controlled by Clifton H. Morris, III represented approximately 3% of the total recovery and repossession fees paid by the Company to all vehicle recovery agencies in fiscal 2004.

In fiscal 2004, the Company purchased retail installment contracts originated by automobile dealerships in which Mr. McCombs’ immediate family members are executive officers in an amount that did not exceed 1% of the total retail installment contracts purchased by the Company each executed Amendedin fiscal 2004.

Mr. Barrington stepped down as Chief Executive Officer and Restated Revolving Credit NotesPresident in April 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, and a consulting fee in the amount of $1,000,000$125,000 per year in favorexchange for his agreement to provide certain services for up 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. The Company and Mr. Barrington are presently negotiating to amend the separation agreement to extend the term of the Company. These Notes, which modifyconsulting arrangement from April 30, 2005 to April 30, 2006. On August 31, 2004, Mr. Barrington announced his intention not to stand for re-election to the Board of Directors.

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PROPOSAL TO AMEND THE 1998 LIMITED STOCK OPTION PLAN FOR

AMERICREDIT CORP.

(Item 2)

The 1998 Limited Stock Option Plan for AmeriCredit Corp. (the “1998 Plan”) was approved in November 1998 by the Company’s shareholders and extend notesprovided for stock option grants to the Company’s top five executive officers at the time, including Messrs. Morris and Berce. The options granted under the 1998 Plan vested and became exercisable in four equal increments based on the Company’s achievement of earnings per share targets in fiscal years 1999 through 2002. Messrs. Morris and Berce, each of whom were granted options for 1,136,000 shares under the 1998 Plan, have not exercised any of their options and each presently holds all options originally granted to them under the 1998 Plan. The options have an exercise price of $12.00 per share. The options granted under the 1998 Plan are presently set to expire on January 26, 2005.

All other options granted to the other executive officers participating in the principal amount1998 Plan have been exercised and are no longer outstanding. All descriptions of $1,000,000 executedthe terms and amounts under the 1998 Plan are adjusted to reflect the Company’s 2-for-1 stock split that occurred in October 1998.

The Stock Option/Compensation Committee has approved Amendment No. 2 to the 1998 Plan that would effectively extend the expiration date for the options granted to Messrs. Morris and Berce under the 1998 Plan from January 26, 2005 to January 26, 2007, i.e., a two-year extension. Amendment No. 2 would also “un-vest” the options held by Messrs. BarringtonMorris and Berce under the Plan, and require that the Company achieve a 1.8% or better return on managed assets for fiscal 2005 for the options to become “re-vested.” If this return on managed assets is not achieved in September 1999, bear interestfiscal 2005, then the options will not become re-vested and the options will be effectively forfeited by Messrs. Morris and Berce. These amendments (collectively referred to as the “amendments” in this section of the Proxy Statement), which are described in greater detail below, are subject to shareholder approval and will not become effective unless such approval is obtained.

Reasons for the Amendments

The Stock Option/Compensation Committee approved these amendments to the 1998 Plan for the following reasons:

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Description of the Amendments

The amendments to the 1998 Plan extend the termination date of the stock options granted to Messrs. Morris and Berce from January 26, 2005 to January 26, 2007. The amendments also “un-vest” the options held by Messrs. Morris and Berce under the 1998 Plan, and provide that Messrs. Barrington and Berce can borrow, repay and reborrow from time to time thereunder. The Notes mature in fullthe options will become re-vested on the earlier to occur of September 20, 2001the Company achievement of a 1.8% or separationbetter return on managed assets for fiscal 2005, or the death or Disability (as such term is defined in the 1998 Plan) of employment for any reason. DuringMessrs. Morris or Berce. If this return on managed assets is not achieved in fiscal 2001,2005 (and assuming that death or Disability does not occur), then the largest amount of indebtedness outstanding under Mr. Barrington's note was $970,354; Mr. Barrington paid off his note on August 31, 2001. During fiscal 2001, the largest amount of indebtedness outstanding under Mr. Berce's loan was $999,996; Mr. Berce paid off his loan on May 14, 2001.options will not become re-vested and will be effectively forfeited by Messrs. Morris and Berce.

 In August 2000,

Return on managed assets is defined in the amendments as the Company’s net margin as a percentage of average managed receivables outstanding for fiscal 2005, as reported in its Annual Report on Form 10-K for the fiscal year ending June 30, 2005 (the “2005 Annual Report”),lessthe following deductions: (i) net charge-offs as a percentage of average managed receivables outstanding for fiscal 2005, (ii) operating expenses as a percentage of average managed receivables outstanding for fiscal 2005 (net margin less the deductions described in (i) and (ii) of this sentence is referred to as “Pre-Tax ROMA”), and (iii) a provision for taxes, utilizing the Company’s effective tax rate for fiscal 2005, expressed as a percentage of Pre-Tax ROMA. The Company’s return on managed assets in fiscal 2004, using this formula, was 1.7%.

“Disability” is defined in the 1998 Plan as an incapacity resulting from an injury or illness (either mental or physical) which, in the reasonable opinion of the Committee based on such medical evidence as it deems necessary, will result in the death of the optionee or can be expected to continue for a period of at least twelve months and will prevent the optionee from performing the normal services required to be provided to the Company; provided, that such disability does not result, in whole or in part, from chronic alcoholism, from addiction to narcotics, from the commission of a felony, or from an intentional self-inflicted wound.

The amendments also extend the term of the 1998 Plan itself for two years (to coincide with the two-year extension of the options held by Messrs. Morris and Berce). The amendments do not affect the stock options granted to Messrs. Barrington, Esstman and Michael T. Miller under the 1998 Plan, all of which have been exercised and are no longer outstanding. Also, the amendments do not result in an increase in the total number of shares authorized to be issued pursuant to the 1998 Plan.

On September 14, 2004, the amendments to the 1998 Plan were approved by the Committee and, on September 14, 2004, the Board of Directors adopted stock ownership guidelines(with Messrs. Morris and Berce abstaining) ratified the amendments. The Board is now requesting that are designedshareholders approve the amendments.

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New Plan Benefits

The following sets forth, in tabular format, the options to encouragebe affected by the accumulationamendments to the 1998 Plan:

Accounting Implications of the Company's stockAmendments

If approved by its executive officers. These guidelines, statedshareholders, the amendments to the 1998 Plan, specifically the two-year extension of the options held by Messrs. Morris and Berce, will result in an accounting charge determined, as of the date of approval by shareholders (November 3, 2004), by multiplying the number of options extended (2,272,000) by 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.factor equal to the compensation expense associated with the extension. The recommended time period for reaching the above guidelinescompensation expense is the laterassumed present value of (i) August 1, 2003, (ii) five years fromthe options over the two-year extended term, determined using the Black-Scholes model of option valuation, less the intrinsic value of the option as of the date of hire or (iii) three years from date of promotionextension (the intrinsic value is essentially equal to an executive officer position. Sharesthe difference between the market price of the Company's stock directly owned by an executive officer and shares owned by an officer throughCompany’s Common Stock less the Company's 401k and employee stock purchase programs constitute qualifying ownership; stock options are not counted towards complianceoption exercise price of $12.00). Based on this calculation, as of the Record Date, the pre-tax compensation expense to be incurred in connection with the guidelines. The Boardoption extension would be approximately $4,300,000. This compensation expense would result in an estimated $2,687,000 after-tax charge to earnings in fiscal 2005, or a reduction in earnings per share of Directors also adopted an Officer Stock Loan Programapproximately $0.02. Due to facilitate compliance withpossible changes in the stock ownership guidelines. Executive officers may utilize loan proceeds to acquire and hold common stockvolatility component 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 heldBlack-Scholes calculation as a result of fluctuations in the Company’s stock price between the Record Date and the date of the Annual Meeting of Shareholders (when the actual calculation will be made), the ultimate charge to be recognized may be more or less than the above estimate, possibly by a loan undermaterial amount.

If the program must be pledgedamendments to the Company. The aggregate principal balance1998 Plan are approved, the compensation expense discussed above will be recognized in its entirety in fiscal 2005, assuming return on managed assets target has been achieved.

Federal Income Tax Consequences of all outstanding loans under the program may not exceed $20,000,000Amendments

Generally, the exercise of a nonqualified stock option will result in ordinary income for the grantee and a federal income tax deduction for the Company measured by the difference between the option price and the fair market value of the shares received at any time.the time of exercise. If the options were exercised in full by Messrs. BarringtonMorris and Berce obtained loans under this program during fiscal 2001. The largest amountas of indebtedness outstanding under Mr. Barrington's loan was $414,813; Mr. Barrington paid off his loan on August 31, 2001. The largest amount of indebtedness outstanding under Mr. Berce'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 the issuance of 120,000,000 shares of Common Stock, par value of $.01 per share. 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 subject to unexercised stock options granted pursuant 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 leaves the Company with only 16,062,724 shares currently available for other purposes.

     Additionally, the Company also has a shelf registration statement relating to 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 securities 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 increaseRecord Date, the amount of authorized preferred sharesthe Company’s federal income tax deduction would be $20,900,000 (calculated as the Company’s closing stock price of $21.20 on the Record Date less the option exercise price of $12.00, multiplied by the 2,272,000 options presumed exercised); as a result of this deduction, the Company would reduce its tax liability for fiscal 2005 by approximately $7,900,000, calculated by multiplying the Company’s effective tax rate of approximately 38% by the gross amount 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:deduction.

 RESOLVED, that

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Section 4.1 of Article IV162(m) of the Articles of IncorporationInternal Revenue Code disallows a federal income tax deduction to public companies for compensation paid to the chief executive officer or any of the Company be amended so that, as amended, Section 4.1 shall readfour other most highly compensated officers to the extent the compensation exceeds $1 million in its entirety as follows:

Purposes and Possible Effects ofany year. However, qualifying performance-based compensation is not subject to this limitation if certain requirements are met. Presently, the Proposed Amendment

     The Board of DirectorsCompany believes that the Company's Articles of Incorporation should be amended to allowvested options held by Messrs. Morris and Berce satisfy the requirements under Internal Revenue Code Section 162(m) for deductibility. Accordingly, the Company flexibilitybelieves that, if the amendments 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 financing1998 Plan are approved, and acquisition transactions, increasing working capital, raising additional capital for operationsprovided that the re-vesting of the Company, secondary offerings, stock splits or stock dividends and grants under the Company's equity-based compensation plans. Asoptions occur solely as a result of the date on which this Proxy Statement is being mailed, there are no arrangements, agreements or understandings for the issuance or useCompany’s achievement of the additional shares of authorized Common Stock other than issuances permitted or required undertargeted return on managed assets (i.e., 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 thisre-vesting is not the intent of the Board of Directors. For example, if the Company were the subject ofaccelerated upon 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 availablechange in takeover attempts. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, as discussed below, or upon the death or disability of Messrs. Morris or Berce), it will still be entitled to a deduction measured by the difference between the option price ($12.00) and the Boardfair market value of Directorsthe shares received at the time such options are ultimately exercised by Messrs. Morris and Berce.

Additionally, the Company has obtained an opinion from a nationally recognized public accounting firm (not PricewaterhouseCoopers LLP, the Company’s independent auditors) that the amendments to the 1998 Plan should not presented this proposalpreclude the options from being considered qualified performance-based compensation as defined in Internal Revenue Code Section 162(m) and therefore should continue to be exempt from the $1 million limitation. However, there can be no assurance that, despite the Company’s attempts to comply with Section 162(m), the intent that it be utilizedInternal Revenue Service will not seek to disallow the Company’s deduction as a type of anti-takeover device.described above, possibly resulting in an increased tax liability to the Company in the year the options are exercised.

 Shareholders do

Other Material Provisions of the 1998 Plan

A copy of the Amendment No. 2 to the 1998 Plan is attached to this Proxy Statement as Appendix B. Other than the amendments described above, the material terms and conditions of the 1998 Plan will not have preemptive rights or similar rights to subscribe for or purchase any additionalchange.

Shares Reserved Under the 1998 Plan

The number of shares of Common Stock that may be issued or awarded under the 1998 Plan shall not exceed 4,600,000 (adjusted to reflect the Company’s 2-for-1 stock split that occurred in October 1998), subject to adjustment in the future. Ifevent of stock dividends, stock splits, combination of shares, recapitalizations or other changes in the outstanding Common Stock.

Grants Under the 1998 Plan

On January 27, 1998, the 1998 Plan provided for a one-time grant of nonqualified stock options to the Company’s top five executive officers in the following amounts, adjusted to reflect the Company’s 2-for-1 stock split that occurred in October 1998: 1,136,000 for Mr. Morris; 1,136,000 for Mr. Berce; 1,136,000 for Mr. Barrington; 792,000 for Mr. Esstman; and 400,000 for Mr. Miller. The stock options granted to Messrs. Barrington, Esstman and Miller under the 1998 Plan have been exercised and are no longer outstanding. No additional stock options or other awards were granted under the 1998 Plan and no employees of the Company other than Messrs. Morris, Berce, Barrington, Esstman and Miller are eligible for participation under the 1998 Plan.

Exercise Price of Stock Options

The exercise price of all stock options granted under the 1998 Plan is $12 per share (adjusted to reflect the Company’s 2-for-1 stock split that occurred in October 1998). The exercise price is equal to approximately 108% of the closing price of the Company’s Common Stock on the New York Stock Exchange on January 26, 1998, the day immediately preceding the date the 1998 Plan was adopted by the Committee.

Exercisability of Stock Options

Stock options granted under the 1998 Plan became exercisable following the Company’s achievement of the earnings per share targets in fiscal 2002.

Term of the 1998 Plan

The 1998 Plan was effective as of January 27, 1998 and, upon approval of the amendments, will terminate on January 26, 2007, unless terminated earlier by the Board of Directors elects to issue additional shares of Common Stock, such issuance may, depending onor extended by 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 againstBoard with the approval of the proposed amendment.shareholders.

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Administration of the 1998 Plan

The 1998 Plan will be administered by the Stock Option/Compensation Committee, a committee of the Board of Directors comprised of at least three directors, each of whom is a “disinterested person” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. The Committee shall have, among other powers, the power to interpret, waive, amend, establish or suspend rules and regulations of the 1998 Plan in its administration of such Plan.

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.Federal Income Tax Consequences

PROPOSAL TO AMEND THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
(Item 3)

 Since its inception,

The grant of nonqualified stock options under the 1998 Plan will not result in income for the grantee or in a deduction for the Company. The exercise of a nonqualified stock option will result in ordinary income for the grantee and a deduction for the Company measured by the difference between the option price and the fair market value of the shares received at the time of exercise. Income tax withholding will be required.

Other Information

Upon a change in control as defined in, and subject to certain limitations under the 1998 Plan, all outstanding stock options will become immediately vested and exercisable, including the options held by Messrs. Morris and Berce that have become un-vested in connection with the extension, as discussed above. Stock options granted under the 1998 Plan are nontransferable except, in certain circumstances provided under Rule 16b-3, to immediate family members, to partnerships whose partners are such family members and to a person or other entity for which the optionee is entitled to a deduction for a “charitable contribution” under the Internal Revenue Code of 1986.

Equity Compensation Plan Information

The following table provides information about the Company’s equity compensation plans as of June 30, 2004:

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, (the "Purchase Plan"1996 Limited Stock Option Plan for AmeriCredit Corp., 1998 Limited Stock Option Plan for AmeriCredit Corp. and Amended and Restated 2000 Limited Omnibus and Incentive 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”) hasand Amended and Restated i4 Gold Stock Option Program (“i4 Plan”) have not been a highly successful, broad-based employee benefit plan, significant inapproved by the retention and motivationCompany’s shareholders.

26

Description of the Company's employees who have elected to participate therein. Plans Not Approved by Shareholders

1999 Plan

Under the Purchase1999 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, approximately 3,050 employees were enrolled and participating in the Purchase Plan, constituting 73% 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 12-18 months.

     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 (the "Amendment"). On August 7, 2001, the Amendment was ratifiedadopted by the Board of Directors butin 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 77,935 shares were available for grants as of June 30, 2004. 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 2004, no shares were granted under the 1999 Plan. Each option is subject to shareholder approval. If approvedvesting requirements established by shareholdersthe 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.

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 205,305 shares were available for grants as of June 30, 2004. Each option must be granted at a per share exercise price equal to the Annual Meeting, the first sentencefair market value of paragraph 12(a) of the Purchase Plan will be amended to provide as follows:

     The remaining language of Section 12 will not be changed and the only effect of the Amendment will be to increase the number of sharesa share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2004, no shares were granted under the FY 2000 Plan. 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 514,815 shares were available for issuance undergrants as of June 30, 2004. Each option must be granted at a per share exercise price equal to the termsfair market value 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'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 sharesa share of Common Stock that will be purchased by any employeeon the date of grant, and no option may have a term in excess of ten years. In fiscal 2004, no shares were granted under the PurchaseManagement Plan.

Each option is subject to certain vesting requirements established by the Board of Directors. The primary provisionsManagement Plan provides for acceleration of the Purchase Plan are described in Appendix A to this Proxy Statement. A copyvesting of the Purchase Plan was containedawards in the Company's Proxy Statement forevent of a change in control. The Management Plan expires on February 3, 2010, except with respect to options then outstanding.

i4 Plan

Under the 1994 Annual Meeting of Shareholders and has been filedi4 Plan, adopted by the Company withBoard 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 Securities and Exchange Commission. Any shareholder desiringplan), of which 330,278 shares were available for grants as of June 30, 2004. Each option must be granted at a complete copyper share exercise price equal to the fair market value of the Purchase Plan may obtain it 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) million additional sharesa share of Common Stock issuableon the date of grant, and no option may have a term in excess of ten years. In fiscal 2004, no shares were granted under the i4 Plan. 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.

Approval of Amendment under the Securities Act of 1933, assuming shareholders approve the proposal to increase the number of shares. Shares purchased pursuantNo. 2 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.

     Approval of the Amendment to the Purchase1998 Plan by shareholders of the Company is required by the rules of the New York Stock Exchange and by the terms of the Purchase Plan. The1998 Plan itself. Assuming the presence of a quorum, the proposal to approve the Amendment No. 2 to the Purchase1998 Plan requires approval by the holders of a majority of the outstanding shares of Common Stock represented at the 2004 Annual Meeting of Shareholders.

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

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"“FOR” THE APPROVAL OF AMENDMENT NO. 2 TO THE 1998 LIMITED STOCK OPTION PLAN FOR AMERICREDIT CORP.

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PROPOSAL TO AMEND THE AMENDED AND RESTATED 2000 LIMITED OMNIBUS

AND INCENTIVE PLAN FOR AMERICREDIT CORP.

(Item 3)

For several years, the Company has utilized stock options and restricted stock awards as a key part of its overall compensation strategy for employees, including executive officers and key managers, and non-employee directors. The 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. was approved in November 2000 by the Company’s shareholders and provided for stock option, restricted stock and other equity awards to the Company’s directors, officers and employees. In November 2002, the Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (the “2000 Plan”), which extended the termination date for the 2000 Plan and increased the number of shares of Common Stock reserved under the 2000 Plan with a sublimit on the number of restricted share awards that may be granted, was approved by the Company’s shareholders.

The 2000 Plan, as currently drafted, provides that awards may be made only to an “Eligible Person,” defined as “Outside Directors, and those full time employees of the Company selected by the Committee; provided, however that a Named Executive Officer shall not be eligible to receive an award.” The Named Executive Officers, ineligible to receive awards under the Plan, are Messrs. Morris, Berce, Barrington and Esstman. Neither Mr. Barrington nor Mr. Esstman are employees or continuing directors of the Company and, as such, are no longer eligible for consideration for any equity grants under any of the Company’s stock option plans. Accordingly, the limitation in the 2000 Plan only affects Messrs. Morris and Berce.

The limitation on the ability of Messrs. Morris, Berce, Barrington and Esstman to participate in the 2000 Plan was included because of the fact that the grants made to such “Named Executive Officers” in 1998 expressly precluded further grants being made to them until such 1998 grants had vested in full (based on the achievement of earnings objectives specified in the 1998 grant). The 1998 grants vested in full following the end of fiscal 2002.

On August 6, 2004, the Stock Option/Compensation Committee approved an amendment to the 2000 Plan to remove the limitation in the 2000 Plan and return to the Committee the full flexibility to consider awards under the 2000 Plan to Messrs. Morris and Berce (as CEO and President, respectively). The proposed amendment removes the definition of “Named Executive Officer” and removes its use in limiting “Eligible Person” (the “Amendment”). Without removing this limitation, the Company has no effective vehicle to make long-term equity based incentive awards to its CEO and President. On August 17, 2004, the Amendment to the 2000 Plan was ratified by the Board of Directors but is subject to shareholder approval. The Board is now requesting that shareholders approve the Amendment.

New Plan Benefits

As noted elsewhere in this Proxy Statement, the Board of Directors anticipates that an option grant of 20,000 shares will be made to each non-employee director following the 2004 Annual Meeting of Shareholders, upon terms and conditions similar to the grant made to non-employee directors following the 2003 Annual Meeting of Shareholders. Further, as also discussed elsewhere in this Proxy Statement, the Committee is presently working with a compensation consultant to help it evaluate an annual long-term incentive award program for the CEO, the executive officers and other non-executive officers and, until such evaluation is complete, it is not possible to indicate the number, names or positions of employees who will receive future stock options or other awards or the number of shares of Common Stock for which stock options or other awards will be granted to any officer or

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other employee under the 2000 Plan. However, the following table lists the stock options and restricted stock granted in fiscal 2004 under the 2000 Plan:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPANY’S SENIOR EXECUTIVE BONUS PLAN.

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

(Item 4)5)

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, 2002,2005. The Audit Committee and hasthe Board of Directors have determined that it would be desirable to request that the shareholders ratify such selection. The affirmative voteproposal to ratify the appointment by the Audit Committee of PricewaterhouseCoopers LLP as independent public accountants requires approval by the holders of a majority of the outstanding shares of Common Stock votingrepresented at the 2004 Annual Meeting in person or by proxy is necessary for the ratification of the appointment by the Board of Directors of PricewaterhouseCoopers LLP as independent public accountants.Shareholders. PricewaterhouseCoopers LLP served as the Company'sCompany’s independent public accountants for the fiscal year ended June 30, 20012004 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 sole 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, but is not required to, 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, 2002.2005.

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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.SEC and the NYSE. The members of the Audit Committee are Messrs. Clay, Dike, Greer Higgins and Jones. The Audit Committee acts underpursuant to a written charter last adopted by the Board of Directors on September 14, 2004. The Audit Committee held six meetings in fiscal 2004. The Audit Committee plans to meet a copyminimum of which is includedsix times in this Proxy Statement as Appendix B.fiscal 2005, including quarterly meetings in executive sessions with the independent public accountants, senior internal audit executive and senior management.

The Board of Directors has determined that each member of the Audit Committee is financially literate, as the Board interpreted such qualifications in its business judgment and that Mr. Clay has the qualifications and experience necessary to serve as an “audit committee financial expert,” as defined by the rules of the SEC. No Audit Committee member serves on more than two audit committees of public companies.

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, as well as employees in the Company’s internal audit, accounting and financial management departments have unrestricted access to the Audit Committee and periodically meet privatelyCommittee.

Consistent with SEC policies regarding auditor independence, the Audit Committee.Committee has established a policy to pre-approve all audit and permitted non-audit services within the categories of Audit, Audit-Related Services, Tax Services and All Other Services. The Audit Committee pre-approves the services provided by the independent public accountants within each category, as well as the fees associated with such service. During the year, circumstances may arise when it may become necessary to engage the independent public accountants for additional services not contemplated in the original pre-approval categories. In those circumstances, the Audit Committee requires specific pre-approval before engaging the independent public accountants. The Audit Committee may delegate authority to a subcommittee of the Audit Committee (consisting of one or more members, including the Chairman of the Audit Committee acting alone), when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of the Chairman or any subcommittee to grant pre-approvals shall be presented to the 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, 2004 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 in conformity with accounting principles generally accepted accounting principles,in the United States of America. The Audit Committee discussed with the independent public accountants the results of the fiscal 2004 audit and all other matters required to be discussed by Statement on Auditing Standards No. 61, as amended, Communications with Audit Committees, 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 2001 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 accountantsindependence communications as 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 Directorsdetermined that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001 for filing with the Securities and Exchange Commission.

Audit Fees: Aggregate fees for the audit of consolidated financial statements for the fiscal year ended June 30, 2001 and for the reviews of the consolidated financial statements2004 should be included in the Company'sCompany’s Annual Report on Form 10-Q's were $170,023, of which $37,902 in fees10-K for filing with the SEC.

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Audit and costs have been billed as of June 30, 2001.Non-Audit Fees

Financial Information Systems Design

During fiscal year 2003 and Implementation Fees: There were no fees or costs billed2004, PricewaterhouseCoopers LLP provided various services to the CompanyCompany. The aggregate fees 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.

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, other than audit and financial information systems design and implementation services, were $974,213. Of this amount, $403,963 related to fees and costs for professional services rendered by PricewaterhouseCoopers LLP in connection with the Company's securitization program and other warehouse facility reviews and $100,090each of the totalfollowing types of all other fees amount related to tax services provided by PricewaterhouseCoopers LLP.are set forth below: