SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ]

[X]

[ ]

[ ] Preliminary proxy statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive proxy statement

Definitive additional materials

Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

AmeriCredit Corp.
(Name of Registrant [X]

Filed by a Partyas Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant [_]

Check the appropriate box:

[_] CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

AMERICREDIT CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

AMERICREDIT CORP.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Registrant)
Payment of Filing Feefiling fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107

----------------

[X]

[ ]

(1) No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

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(4) Date filed:

801 Cherry Street, Suite 3900
Fort Worth, Texas 76102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 4, 1998

----------------

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 1998
Dear AmeriCredit Shareholder:
On Tuesday, November 6, 2001, AmeriCredit Corp. will hold its 2001 Annual Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at the Fort Worth Club, in the
City of306 West Seventh Street, Fort Worth, Texas on the 4th day of November, 1998,Texas. The meeting will begin at 10:00 a.m.
(local time) for the following purposes:

1. To elect eight (8) directors to hold office until the next annual
election of directors by shareholders or until their respective successors
are duly elected and qualified;

2. To consider and act upon a proposal to amend the AmeriCredit Corp.
Employee Stock Purchase Plan (the "Purchase Plan") to increase the number
of shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), reserved under the Purchase Plan from 500,000 shares to
1,000,000 shares of Common Stock;

3. To consider and act upon a proposal to approve and adopt the 1998
Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan");

4. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending June 30, 1999; and

5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of recordwho owned stock at the close of business on Thursday, September 11, 1998,20, 2001 can vote at this meeting or any adjournments that may take place. At the Record Datemeeting we will:
1. Elect three members of the Board of Directors to terms expiring in 2004;

2. Consider and vote upon the proposal to amend AmeriCredit's Articles of Incorporation to increase the authorized number of shares of Common Stock from 120,000,000 to 230,000,000;

3. Consider and vote upon the proposal to amend AmeriCredit's Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved under the Purchase Plan from 2,000,000 to 3,000,000;

4. Approve the appointment of our independent auditors for fiscal 2002; and

5. Attend to other business properly presented at the meeting.

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's fiscal 2001 business results and other matters of interest to shareholders.
The approximate date of mailing for the Proxy Statement, proxy card and AmeriCredit's 2001 Annual Meeting, are entitled to notice of and to vote
atReport is September 26, 2001.
We hope you can attend the Annual Meeting. The stock transfer books will not be closed.

You are cordially invited to attend the meeting. Whether or not you expect
tocan attend, pleasereadthe meeting in person, however,enclosed Proxy Statement. When you are urged to have done so, pleasemark sign, date,
and mail your votes on the enclosed proxy promptlycard,sign and date the proxy card, andreturn it to us in the enclosed envelope. Your vote is important, so that your shares of stock may be
represented and voted in accordance with your wishes and in order that the
presence of a quorum may be assured at the meeting. If you attend the meeting,
you may revokeplease return your proxy and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Chris A. Choate
Secretary

Dated: September 25, 1998
card promptly.
Sincerely,

Chris A. Choate
Secretary
September 21, 2001
September 21, 2001

AMERICREDIT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1998

----------------

6, 2001
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of AmeriCredit Corp., a Texas corporation ("AmeriCredit" or the "Company"), to be voted at the 19982001 Annual Meeting of Shareholders of AmeriCredit (the "Annual Meeting") to be held on November 4, 1998,6, 2001, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders (the "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.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 200 Bailey
Avenue,801 Cherry Street, Suite 3900, Fort Worth, Texas 76107.76102. AmeriCredit's mailing address is the same as its principal executive offices.
This Proxy Statement and accompanying proxy are being mailed on or about September 25, 1998.26, 2001. AmeriCredit's Annual Report covering the Company's fiscal year ended June 30, 19982001 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'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 Corporate InvestorGeorgeson Shareholder Communications, Inc. ("CIC"GSC") to assist in the solicitation of proxies from shareholders and will pay CICGSC a fee of approximately $7,500$8,000 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.

1
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of AmeriCredit will consider and vote on the following matters:

1. The election of eight (8) directors to hold office until the next
annual election of directors by shareholders or until their respective
successors are duly elected and qualified;

2. A proposal to approve an amendment to the AmeriCredit Corp. Employee
Stock Purchase Plan (the "Purchase Plan") to increase the number of shares
of Common Stock reserved under the Purchase Plan from 500,000 shares to
1,000,000 shares of Common Stock;

3. A proposal to approve and adopt the 1998 Limited Stock Option Plan for
AmeriCredit Corp. (the "1998 Plan");

4. 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, 1999; and

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

1. The election of three (3) directors to terms of office expiring at the annual meeting of shareholders in 2004, or until their successors are elected and qualified;

2. The approval of the proposal to amend 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;

3. 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 2,000,000 to 3,000,000;

4. 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; and

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

QUORUM AND VOTING

ALL NUMBERS RELATED TO STOCK PRICES AND SHARES OF COMMON STOCK CONTAINED IN
THIS PROXY STATEMENT ARE STATED ON A PRE-SPLIT BASIS (I.E., SUCH NUMBERS DO
NOT REFLECT THE TWO-FOR-ONE STOCK SPLIT PAYABLE IN THE FORM OF A 100% STOCK
DIVIDEND TO BE DISTRIBUTED BY THE COMPANY ON SEPTEMBER 30, 1998).
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 11,
199820, 2001 (the "Record Date"). On the Record Date, there were 31,098,32084,339,085 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 votingrepresented at the Annual Meeting is required for the approval of the amendment to the Purchase
Plan, the approval of the 1998 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, 1999.2002. 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.
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" 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.

2
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table and the notes thereto

Regan Partners, L.P. ................................... Montgomery Asset Management, LLC........................ Vinick Asset Management................................. Clifton H. Morris, Jr. ................................. Michael R. Barrington................................... Daniel E. Berce......................................... Edward H. Esstman....................................... A. R. Dike.............................................. James H. Greer.......................................... Gerald W. Haddock....................................... Douglas K. Higgins...................................... Kenneth H. Jones, Jr. .................................. Michael T. Miller....................................... All Present Executive Officers and Directors as a Group (13 Persons)(5)(6)(7)(8)(10)(11)(12)(13)(14). - --------Unless otherwise indicated, the

set forth certain information regarding the beneficial ownership of the Company's Common Stock as of the Record Date, by (i) each current director and nominee for director of the Company; (ii) each Named Executive Officer (as defined in the "Executive Compensation--SummaryCompensation-Summary Compensation Table" on page 98 of this Proxy Statement); (iii) all present executive officers and directors of the Company as a group; and (iv) each other person known to the Company to own beneficially more than five percent of the presently outstanding Common Stock. COMMON STOCK PERCENT OF OWNED CLASS OWNED BENEFICIALLY(1) BENEFICIALLY(1) --------------- --------------- 2,127,800(2) 6.84% 1,647,000(3) 5.30% 2,454,400(4) 7.89% 1,166,947(5) 3.63% 608,700(6) 1.92% 798,030(7) 2.50% 517,606(8) 1.64% 30,738(9) * 230,000(10) * 20,000(11) * 103,000(12) * 200,000(13) * 53,952(14) * 3,982,116 11.44% address for the following shareholders is 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.
Common
Stock Owned
Beneficially (1) Percent of
Class Owned
Beneficially (1)
Liberty Wanger Asset Management, L.P. 5,916,900 (2) 7.02%
Clifton H. Morris, Jr 2,349,610 (3) 2.74%
Michael R. Barrington 1,061,746 (4) 1.24%
Daniel E. Berce 1,657,865 (5) 1.93%
Edward H. Esstman 875,426 (6) 1.03%
A. R. Dike 115,000 (7) *
James H. Greer 528,908 (8) *
Douglas K. Higgins 266,000 (9) *
Kenneth H. Jones, Jr 215,000 (10) *
Michael T. Miller 130,316 (11) *
All Present Executive Officers and Directors as a Group
(16 Persons) (3)(4)(5)(6)(7)(8)(9)(10)(11) 7,702,599 8.55%
* Less than 1%

(1)
(1) Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to the shares of Common Stock shown as beneficially owned by them. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The percentages are based upon 84,339,085 shares outstanding as of the Record Date, except for certain parties who hold options that are presently exercisable or exercisable within 60 days of the Record Date. The percentages for those parties who hold options that are presently exercisable or exercisable within 60 days of the Record Date are based upon the sum of 84,339,085 shares outstanding plus the number of shares subject to options that are presently exercisable or exercisable within 60 days of the Record Date held by them, as indicated in the following notes.

(2) Liberty Wanger Asset Management, L.P. reports holding an aggregate of 5,916,900 shares. The address of Liberty Wanger Asset Management, L.P. is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.

(3) This amount includes 1,436,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount also includes 76,272 shares of Common Stock in the name of Sheridan C. Morris, Mr. Morris' wife.

(4) This amount includes 951,000 shares subject to stock options that are currently exercisable or exercisable within 60 days.

(5) This amount includes 1,536,000 shares subject to stock options that are currently exercisable or exercisable within 60 days.

(6) This amount includes 792,000 shares subject to stock options that are currently exercisable or exercisable within 60 days.

(7) The amount includes 60,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount also includes 7,000 shares of Common Stock held in the name of Sara B. Dike, Mr. Dike's wife.

(8) This amount includes 200,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount does not include 39,212 shares of Common Stock held by Mr. Greer's wife as separate property, as to which Mr. Greer disclaims any beneficial interest.

(9) This amount includes 120,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount does not include 34,000 shares held in trust for the benefit of certain family members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial interest.

(10) This amount includes 180,000 shares subject to stock options that are currently exercisable or exercisable within 60 days.

(11) This amount includes 103,680 shares subject to stock options that are currently exercisable or exercisable within 60 days.

ELECTION OF DIRECTORS
(Item 1)
On September 7, 1999, the Board of Directors adopted amendments to the Company'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' rights in the tableevent of an acquisition of control by an outsider which does not have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them. Beneficial ownership as reported in
the above table has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
percentages are based upon 31,098,320 shares outstanding assupport of the Record
Date, except for certain parties who hold options that are presently
exercisable or exercisable within 60 daysBoard of the Record Date.Directors.
The percentages for those parties who hold options that are presently
exercisable or exercisable within 60 daysBoard of the Record Date are based
upon the sum of 31,098,320 shares outstanding plus the number of shares
subject to options that are presently exercisable or exercisable within
60 days of the Record Date held by them, as indicated in the following
notes.

(2) As of the Record Date, the CompanyDirectors has been informed that Regan Partners,
L.P. ("Regan Partners"), Athena Partners, L.P. ("Athena"), Basil P.
Regan, Lenore Robins and Lee R. Robins hold an aggregate of 2,127,800
shares. An additional 145,300 shares are held by certain trusts and other
investment funds controlled by such group of persons, as to which
beneficial ownership is disclaimed. The address of Regan Partners and
Basil P. Regan is 6 East 43rd Street, New York, New York 10017; the
address of Athena, Lenore Robins and Lee R. Robins is 32 East 57th
Street, New York, New York 10022.

(3) As of the Record Date, the Company has been informed that Montgomery
Asset Management, LLC ("Montgomery") holds an aggregate of 1,647,000
shares in various investment funds for which Montgomery serves as
investment advisor and over which Montgomery has sole or shared voting
and investment power. The address of Montgomery is 101 California Street,
San Francisco, California 94111.

(4) A Form 13G filed with the Securities and Exchange Commission on August
27, 1998, reports that VGH Partners, L.L.C., Vinick Partners, L.P.,
Vinick Asset Management, L.P., Jeffrey N. Vinick, Michael S. Gordon, Mark
D. Hostetter and Vinick Asset Management, L.L.C. (collectively, the
"Vinick Group") hold

an aggregate of 2,454,400 shares. The address for the Vinick Group is 260
Franklin Street, Boston, Massachusetts 02110.

(5) This amount includes 1,075,999 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 38,136 shares of Common Stock in the name of Sheridan C. Morris,
Mr. Morris' wife.

(6) This amount includes 600,440 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(7) This amount includes 765,607 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(8) This amount includes 484,333 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(9)This amount includes 3,500 shares of Common Stock held in the name of Sara
B. Dike, Mr. Dike's wife.

(10) This amount consists of 230,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 19,606 shares of Common Stock held by Mr. Greer's wife as
separate property, as to which Mr. Greer disclaims any beneficial
interest.

(11) This amount consists of 20,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(12) This amount includes 30,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 17,000 shares held in trust for the benefit of certain family
members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial
interest.

(13) This amount includes 190,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(14) This amount includes 51,840 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

ELECTION OF DIRECTORS
(ITEM 1)

The Company's Bylaws provide thatset the number of directors which shall
constitutefor the whole boardensuing year at eight (8). At the 2001 Annual Meeting, three (3) Class II directors shall be fixed from timeelected to time by resolutionserve terms expiring at the 2004 Annual Meeting. All three (3) nominees are currently members of the Board of Directors or shareholders but shall not be less than three (3)
nor more than fifteen (15). At a meeting ofDirectors.
Vacancies occurring on the Board of Directors on August
6, 1998, the number of directors comprisingmay be filled by the Board of Directors for the ensuing year was setunexpired term of the replacement director's predecessor in office. In order to be elected, each nominee for director must receive at eight (8). Mr. Gerald W. Haddock has decided to not
seek re-electionleast the number of votes equal to the Board of Directors and, accordingly, his term will
expire on November 4, the dateplurality of the 1998 Annual Meeting.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 nominate and to vote the shares represented by such proxy for the election of the following named nominees forto the officesBoard of directors of the Company to hold office until the next annual meeting of
shareholders or until their respective successors shall haveDirectors.
NOMINEES FOR TERMS EXPIRING IN 2004:
MICHAEL R. BARRINGTON, 42, has been duly elected
and shall have qualified. Other than Mr. Dike, each of the nominees is
presently a director of the Company. Information regarding each nominee is set
forth in the table and text below:

YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------

Clifton H. Morris, Jr. . 63 Chairman of the Board and 1988 Chairman of the Board
Chief Executive Officer and Chief Executive
Officer
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington... 39since 1990. Mr. Barrington has been Vice Chairman, President and 1990 Vice Chairman, President
Chief Operating Officer and Chief Operating
AmeriCredit Corp. Officer and Director
200 Bailey Avenue
Fort Worth, TX 76107
Daniel E. Berce......... 44 Vice Chairman and Chief 1990 Vice Chairman and Chief
Financial Officer Financial Officer and
AmeriCredit Corp. Director
200 Bailey Avenue
Fort Worth, TX 76107
Edward H. Esstman....... 57 President and Chief Operating 1996 Executive Vice
Officer President--Auto Finance
Division
AmeriCredit Financial and Director
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
A.R. Dike............... 62 President -- Nominee
Willis Corroon Life, Inc. of
Texas
Suite 3050
301 Commerce Street
Fort Worth, TX 76102
James H. Greer.......... 71 Chairman of the Board 1990 Director
Shelton W. Greer Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248

YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------

Douglas K. Higgins...... 48 Private Investor 1996 Director
Higgins & Associates
101 W. Randol Mill
Suite 150
Arlington, TX 76011
Kenneth H. Jones, Jr. .. 63 Vice Chairman 1988 Director
KBK Capital Corporation
Suite 2200
301 Commerce Street
Fort Worth, TX 76102

CLIFTON H. MORRIS, JR. has been Chairman of the Board and Chief Executive Officer of the Companyand President since May 18, 1988, and was also President of the
Company from such date until April 1991 and from April 1992 to November 1996.July 2000. Mr. Morris is also a director of Service Corporation International, a publicly
held company which owns and operates funeral homes and related businesses, and
Cash America International, a publicly held pawn brokerage company.

MICHAEL R. BARRINGTON has beenBarrington served as Vice Chairman, President and Chief Operating Officer of the Company sincefrom November 1996 until July 2000 and was Executive Vice President and Chief Operating Officer of the Company from November 1994 until November 1996.
Mr. Barrington was a Vice President of the Company from May 1991 until
November 1994. From its formation in July 1992 until November 1996, Mr.
Barrington was also the President and Chief Operating Officer of AmeriCredit
Financial Services, Inc. ("AFSI")
DOUGLAS K. HIGGINS, a subsidiary of the Company.

DANIEL E. BERCE51, has been Vice Chairman and Chief Financial Officer of the
Companya director since November 1996 and was Executive Vice President, Chief Financial
Officer and Treasurer for the Company from November 1994 until November 1996. Mr. Berce was Vice President, Chief Financial Officer and Treasurer for the
Company from May 1991 until November 1994.

EDWARD H. ESSTMAN has been President and Chief Operating Officer of AFSI
since November 1996. Mr. Esstman was Executive Vice President, Director of
Consumer Finance Operations of AFSI from November 1994 until November 1996 and
was Senior Vice President, Director of Consumer Finance of AFSI from AFSI's
formation in July 1992 until November 1994. Mr. Esstman has also been
Executive Vice President--Auto Finance Division for the Company since November
1996 and Senior Vice President and Chief Credit Officer for the Company from
November 1994 until November 1996.

A. R. DIKE has been President of Willis Corroon Life, Inc. of Texas (a
private insurance agency) since 1991. He was Chairman and Chief Executive
Officer of The Insurance Alliance, Inc. from January 1988 until September
1991. Mr. Dike also serves on the Board of Directors of Cash America
International and Hallmark Financial Services, Inc., a publicly held company
engaged in the insurance business.

JAMES H. 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 and Tanknology Environmental, Inc.
Tanknology Environmental, Inc. is a publicly held company engaged in the
environmental services industry.

DOUGLAS K. HIGGINSHiggins is a private investor and owner of Higgins & Associates and has been in such position since July 1994. In 1983, Mr. Higgins founded H
& M Food Systems Company, Inc., a manufacturer of meat-based products for the
foodservice industry, and was employed by such company as President until his
retirement in July 1994.

6
KENNETH H. JONES, JR. is, 66, has been a director since 1988. Mr. Jones, a private investor, retired as Vice Chairman of KBK Capital Corporation ("KBK"), a publicly held non-bank commercial finance company, and hasin December 1999. Mr. Jones had been in such
positionVice 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:
CLIFTON H. MORRIS, JR., 66, has been a director since 1988. Mr. JonesMorris has been Executive Chairman of the Board since July 2000 and 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 HallmarkService Corporation International, a publicly held company that owns and operates funeral homes and related businesses, and Cash America International, 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 Services, Inc.

If elected asOfficer 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 eachsince 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, has been a director will hold office
until next year's annual meetingsince 1998. Mr. Dike is the President and Chief Executive Officer of shareholders, expected to be held in
November 1999, or until his respective successor is electedThe Dike Company, Inc., a private insurance agency, and has qualified.

The Boardbeen in such position since July 1999. Prior to July 1999, Mr. Dike was President of Directors does not contemplate that anyWillis Corroon Life, Inc. of the above-named
nomineesTexas, and was in such position for director will refuse or be unable to accept election asmore than five years. Mr. Dike is also a director of Cash America International.
JAMES H. GREER, 74, has been a director since 1990. Mr. Greer is Chairman of the Company. Should anyBoard of them become unavailableShelton W. Greer Co., Inc. which engineers, manufactures, fabricates and installs building specialty products, and has been such for nomination
or election or refuse to be nominated or to accept election asmore than five years. Mr. Greer is also a director of the Company, then the persons named in the enclosed form of Proxy intend to
vote the shares represented in such Proxy for the election of such other
person or persons as may be nominated or designated by the Service Corporation International.
Board of Directors.

BOARD COMMITTEES AND MEETINGSCommittees and Meetings
Standing committees of the Board include the Audit Committee, and the Stock Option/Compensation Committee and the Nominating Committee.
The Audit Committee'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's internal audit activities and matters concerning financial reporting, accounting and audit procedures, and policies generally. Members consist of Messrs. Dike, Greer, Haddock, Higgins and Jones. The "Report of the Audit Committee" is contained in this Proxy Statement beginning on page 19.
The Stock Option/Compensation Committee (i) administers the Company's employee stock option and other stock-based compensation plans and reviews and approvesoversees the granting of stock options and (ii) reviews and approves compensation for executive officers. Members consist of Messrs. Dike, Greer, Haddock, Higgins and Jones.
The Nominating Committee was established in August 2001. The Nominating 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 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's name, biographical data and qualifications. In order to be considered by the Nominating Committee, prospective nominee recommendations must be received by the Secretary no later than May 30th of the year in which the Annual Meeting is to be held. Members consist of Messrs. Dike, Greer, Higgins and Jones.
The Board of Directors held five regularly scheduled meetings and one
special meeting during the fiscal year ended June 30, 1998.2001. 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
Director Compensation
Members of the Board of Directors currently receive a $2,000$2,500 quarterly retainer fee and an additional $3,500$4,000 fee for attendance at each meeting of the Board. Members of Committees of the Board of Directors are paid $1,500$2,000 per quarter for participation in all committee meetings held during that quarter.
At the 19902000 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option2000 Limited Omnibus and Incentive Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director"2000 Plan"), which provides for grants to the Company's nonemployeeexecutive officers (other than Messrs. Morris, Barrington, Berce and Esstman) and to non-employee directors of nonqualified stock options and reserves, in the aggregate, a total of 750,0002,000,000 shares of Common Stock for issuance upon exercise of stock options granted under such plan. Under the 1990 Director Plan, each
nonemployee director receives, upon election as a Director and thereafter on
the first business day afterOn November 7, 2000, the date of each annual meetingthe Company's 2000 Annual Meeting of shareholders
of the Company, an option to purchase 10,000 shares of Common Stock at an
exercise price equal to the fair market value of the Common Stock on the date
of grant. Each option is fully vested upon the date of grant but may not be
exercised prior to the expiration of six months after the date of grant. On
November 6, 1997,Shareholders, options to purchase 10,00020,000 shares of Common Stock were granted under the 1990 Director2000 Plan to each of Messrs. Dike, Greer, Haddock, Higgins and Jones at an exercise price of $29.25$28.44 per share. The exercise price for the options granted to Messrs. Dike, Greer, Haddock, Higgins and Jones is equal to the last reported sale price of the Common Stock on the New York Stock Exchange ("NYSE") on the 7
day preceding the date of grant. Each nonemployee director elected atThese options, which have a term of ten years, are fully vested upon the 1998date 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 following the 2001 Annual Meeting of Shareholders (including Mr. Dike) will receive an option to
purchase 10,000 additional sharesin amounts and upon such terms as were authorized following the 2000 Annual Meeting of Common Stock pursuant to the 1990
Director Plan following such meeting.

During the fiscal year ended June 30, 1998, Mr. Haddock exercised options to
purchase 60,000 shares at exercise prices ranging from $3.75 to $13.00 per
share,Shareholders.
Compensation Committee Interlocks and Mr. Jones exercised options to purchase 56,000 shares at exercise
prices ranging from $2.80 to $3.00 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONInsider 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"). 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's Board of Directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Summary Compensation Table
The following sets forth information concerning the compensation of the Company'sCompany’s Chief Executive Officer and each of the other four most highly compensated executive officers of the Company (the "Named“Named Executive Officers"Officers”) for the fiscal years shown.
Annual Compensation
Name and Principal Position Fiscal
Year Salary ($) (1) Bonus ($) Long Term
Compensation Awards
Shares of
Common Stock
Underlying
Stock Options
(#) All Other
Compensation
($) (2)
Clifton H. Morris, Jr 2001 380,000 525,000 — 82,650
Executive Chairman 2000 730,000 1,050,000 — 79,800
1999 574,815 823,973 — 79,750
Michael R. Barrington 2001 680,000 975,000 — 44,770
Vice Chairman, CEO & 2000 630,000 900,000 — 43,819
President 1999 474,815 673,973 — 44,592
Daniel E. Berce 2001 655,000 937,500 — 47,989
Vice Chairman & CFO 2000 630,000 900,000 — 44,566
1999 474,815 673,973 — 44,370
Edward H. Esstman 2001 455,000 531,250 — 48,805
Vice Chairman (3) 2000 430,000 500,000 — 45,955
1999 384,061 448,202 — 45,905
Michael T. Miller 2001 386,849 453,973 150,000 8,208
Executive Vice President 2000 325,000 325,000 40,000 5,340
& COO 1999 255,000 255,000 18,400 5,278

LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
COMMON STOCK
ANNUAL UNDERLYING
COMPENSATION STOCK ALL OTHER
---------------- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS($) (#)(1) ($)(2)
--------------------------- ---- ------- -------- ------------ ------------

Clifton H. Includes Board of Directors fees to Messrs. Morris, Jr. ....... 1998 523,000 500,000 710,000 79,761
Chairman & CEO 1997 397,230 379,230 -- 101,241
1996 320,921 181,764 300,000 41,771
Michael R. Barrington......... 1998 381,750 458,767 710,000 43,681Barrington, Berce and Esstman.

(2) The amounts disclosed in this column for fiscal 2001 include:

(a) Company contributions to 401(k) retirement plans on behalf of Messrs. Morris, Berce, Esstman and Miller in the amount of $7,650 and on behalf of Mr. Barrington in the amount of $5,483;

(b) Payment by the Company of premiums for term life insurance on behalf of Mr. Barrington, $1,385; Mr. Berce, $2,120; Mr. Esstman, $3,655; and Mr. Miller, $558; and

(c) Annual premium payments under split-dollar life insurance policies on Mr. Morris, $75,000; Mr. Barrington, $37,902; Mr. Berce, $38,219; and Mr. Esstman, $37,500.

(3) Mr. Esstman resigned as co-Chief Operating Officer as of August 7, 2001, but will continue to serve as Vice Chairman President &
Chief Operating 1997 276,704 258,704 -- 43,326
Officer 1996 223,832 123,506 200,000 5,758
Daniel E. Berce............... 1998 381,750 458,767 710,000 44,381
Vice Chairman & Chief
Financial Officer 1997 276,704 258,704 -- 44,120
1996 223,832 123,506 200,000 6,620
Edward H. Esstman............. 1998 334,250 307,890 495,000 45,916
President and Chief Operating
Officer--AFSI 1997 246,473 171,355 -- 45,655
1996 186,758 91,385 150,000 10,305
Michael T. Miller............. 1998 165,000 123,750 259,200 4,941
Executive Vice President and
Chief Credit Officer 1997 119,822 59,911 70,000 730
1996 97,500 39,000 15,000 624
of the Board.

- --------
(1) 1998 awards include the following options conditionally granted under the
1998 Limited Stock
Option Plan for AmeriCredit Corp. proposed for adoption
by shareholdersGrants in this Proxy Statement: Messrs. Morris, Barrington and
Berce, 568,000 shares; Mr. Esstman, 396,000 shares; and Mr. Miller,
200,000 shares. See "Proposal to Approve and Adopt the 1998 Limited Stock
Option Plan for AmeriCredit Corp. (Item 3)."

(2) The amounts disclosed in this column for fiscal 1998 include:

(a) Company contributions to 401(k) retirement plans on behalf of each
executive officer in the amount of $4,761;

(b) Payment by the Company of premiums for term life insurance on behalf of
Mr. Barrington, $1,420; Mr. Berce, $2,120; Mr. Esstman, $3,655; and Mr.
Miller, $180; and

(c) Annual premium payments under split-dollar life insurance policies on
Mr. Morris, $75,000; and Messrs. Barrington, Berce and Esstman, $37,500
each.

OPTION GRANTS IN LAST FISCAL YEARLast 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, 1998.

2001.
Shares of
Common Stock
Underlying
Options
Granted
(#) % of Total
Options
Granted to
Employees in
Fiscal Year Exercise
Price
($/Sh) Expiration
Date Grant Date
Present
Value ($)
Clifton H. Morris, Jr — — — — —
Executive Chairman
Michael R. Barrington — — — — —
Vice Chairman, CEO &
President
Daniel E. Berce — — — — —
Vice Chairman & CFO
Edward H. Esstman — — — — —
Vice Chairman
Michael T. Miller 150,000 (1) 6.70 28.44 11/7/2010 2,118,205
Executive Vice President
& COO

SHARES OF % OF TOTAL
COMMON STOCK OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
GRANTED(#) FISCAL YEAR ($/SH) DATE VALUE($)(1)
------------ ------------ -------- ---------- -----------

Clifton H. Morris,
Jr. .................. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554
Chairman & CEO 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
Michael R. Barrington.. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554
Vice Chairman, 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
President & Chief
Operating Officer
Daniel E. Berce........ 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554
Vice Chairman & Chief
Financial Officer 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
Edward H. Esstman...... 99,000(2) 2.40% $24.00 1/26/2008 $ 959,013
President The options granted to Mr. Miller, which expire ten years after the grant date, become exercisable 50% on November 7, 2001 and Chief 396,000(3) 9.61% $24.00 1/26/2008 $3,836,052
Operating Officer--
AFSI
Michael T. Miller...... 50,000(2) 1.21% $24.00 1/26/2008 $ 484,350
Executive Vice 200,000(3) 4.85% $24.00 1/26/2008 $1,937,400
President50% on November 7, 2002.

(2) As suggested by the SEC’s rules on executive compensation disclosure, the Company used the Black-Scholes model of option valuation to determine grant date pre-tax present value. The Company does not advocate or necessarily agree that the Black-Scholes model can properly determine the value of an option. The calculation is based on the expectation that the options are fully exercised within five years of the grant date and Chief
Credit
Officer 9,200(4) .22% $32.75 4/28/2008 166,888
upon the following additional assumptions: annual dividend growth of 0 percent, volatility of approximately 51%, and a risk-free rate of return equal to 5.31%. There can be no assurance that the amounts reflected in this column will be achieved.

- --------
(1) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine
grant date pre-tax present value. The Company does not advocate or
necessarily agree that the Black-Scholes model can properly determine the
value of an option. Calculations are based on a seven year option term for
all grants (other than the grant of 9,200 shares to Mr. Miller, which is
based on a ten year option term)
Aggregated Option Exercises in Last Fiscal Year
and upon the following assumptions:
annual dividend growth of 0 percent, volatility of approximately 32%, and
a risk-free rate of return based on the published Treasury yield curve
effective on the grant date. There can be no assurance that the amounts
reflected in this column will be achieved.

(2) These options were granted under the 1995 Omnibus Stock and Incentive Plan
for AmeriCredit Corp. The options, which were granted in January 1998 and
expire seven years after the date of grant, were accelerated and became
fully exercisable following the Company's achievement of earnings per
share of $1.86 for fiscal 1998, an amount that exceeded the earnings per
share target required for accelerated vesting of this grant.

(3) These options were conditionally granted under the terms of the 1998
Limited StockFY-End Option Plan for AmeriCredit Corp. (the "1998 Plan"), subject
to shareholder approval of such Plan as proposed in this Proxy Statement.
These options, which expire seven years after the date of grant, become
exercisable in full on January 1, 2005; provided, however, that the
options will be accelerated and become exercisable on a cumulative basis
if the Company achieves specified earnings per share targets over a four-
year period according to the following schedule:

EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------

June 30, 1999..................................... $2.42 25%
June 30, 2000..................................... 3.03 50%
June 30, 2001..................................... 3.78 75%
June 30, 2002..................................... 4.73 100%

The foregoing earnings per share targets require earnings per share growth
of 30% in fiscal 1999 (as compared to earnings per share for fiscal 1998),
and earnings per share growth of 25% in each of fiscal years 2000, 2001,
2002. If the 1998 Plan is not approved by shareholders at the Annual
Meeting, these option grants shall be null and void.

(4) The options granted to Mr. Miller for 9,200 shares, which expire ten years
after the grant date, become exercisable 20% on April 28, 1998 and in 20%
increments thereafter on the anniversary date of the grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUESValues
Shown below is information with respect to the Named Executive Officers regarding option exercises during the fiscal year ended June 30, 1998,2001, and the value of unexercised options held as of June 30, 1998.

2001.
Name Shares
Acquired on
Exercise (#) Value
Realized ($) (1) Shares of
Common Stock
Underlying
Unexercised
Options at
FY-End
(#)
Exercisable/
Unexercisable Value of Unexercised
In-the-Money
Options at
($) (2)
FY-End
Exercisable/
Unexercisable
Clifton H. Morris, Jr 1,082,666 33,390,403 1,452,000/568,000 60,407,400/22,691,600
Executive Chairman
Michael R. Barrington 450,000 13,224,768 802,000/568,000 32,975,900/22,691,600
Vice Chairman, CEO &
President
Daniel E. Berce 582,214 18,660,516 968,000/568,000 40,271,600/22,691,600
Vice Chairman & CFO
Edward H. Esstman 300,000 7,867,081 594,000/396,000 23,730,300/15,820,200
Vice Chairman (3)
Michael T. Miller 263,760 4,421,040 0/385,040 0/12,716,328
Executive Vice President
& COO

SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
SHARES VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON REALIZED AT FY-END(#)(1) The "value realized" represents the difference between the exercise price of the option shares and the market price of the option shares on the date the options were exercised. The value realized was determined without considering any taxes which may have been owed.

(2) AT FY-END($)(2)
NAME EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ---------- ------------------------- -------------------------

Clifton H. Morris, Jr. . -0- N/A 1,233,999/710,000 $34,745,886/$8,298,125
Chairman & CEO
Michael R. Barrington... 100,000 $2,284,195 458,440/710,000 $10,860,536/$8,298,125 Values stated are pre-tax, net of cost and are based upon the closing price of $51.95 per share of the Company's Common Stock on the NYSE on June 29, 2001, the last trading day of the fiscal year.

(3) Mr. Esstman resigned as co-Chief Operating Officer as of August 7, 2001, but will continue to serve as Vice Chairman President &
Chief Operating Officer
Daniel E. Berce......... 50,000 $1,255,194 623,607/710,000 $15,998,143/$8,298,125
Vice Chairman &
Chief Financial Officer
Edward H. Esstman....... 80,000 $1,981,306 385,333/495,000 $ 9,802,396/$5,785,313
President and Chief
Operating Officer--AFSI
Michael T. Miller....... 77,500 $1,033,231 1,840/278,360 $ 5,405/$3,405,683
Executive Vice
President and Chief
Credit Officer
of the Board.

- --------
(1) The "value realized" represents the difference between the exercise price
Report of the option shares and the market price of the option sharesCompensation Committee on the date
the options were exercised. The value realized was determined without
considering any taxes which may have been owed.

(2) Values stated are pre-tax, net of cost and are based upon the closing
price of $35.6875 per share of the Company's Common Stock on the NYSE on
June 30, 1998, the last trading day of the fiscal year. The number of
options at June 30, 1998 includes options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. described in this
Proxy Statement. See, "Proposal to Approve and Adopt the 1998 Limited
Stock Option Plan for AmeriCredit Corp. (Item 3)." As of the Record Date,
based upon the closing price of $23.50 per share of the Company's Common
Stock on such date, the number of shares underlying unexercised options
and the value of unexercised in-the-money options for the Named Executive Officers are as follows:

SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT RECORD DATE(#) AT RECORD DATE($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------

Clifton H. Morris, Jr. . 1,075,999/568,000 $13,519,024/$ 0
Michael R. Barrington... 600,440/568,000 $ 5,273,298/$ 0
Daniel E. Berce......... 765,607/568,000 $ 8,397,933/$ 0
Edward H. Esstman....... 484,333/396,000 $ 5,106,151/$ 0
Michael T. Miller....... 51,840/228,360 $ 0/$206,250

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATIONCompensation
During fiscal 1998,2001, the Stock Option/Compensation Committee of the Board of Directors (the "Committee") was comprised of Messrs. Haddock,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.

11
General
The objectives of the Company's compensation strategy have remained constant
since fiscal 1994 and areis as follows: (i) to attract and retain the best possible executive talent, (ii) to motivate its executives to achieve the Company'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.

The Company's compensation strategy was initially developed in fiscal 1994
with the assistance of independent compensation consultants and was
reevaluated in fiscal 1996 by another independent compensation consultant.
Since fiscal 1996, The Committee has continued to generally follow the
strategies developed in prior periods in conjunction with the outside
consultants.

None of the companies evaluated from time to time by the Committee or the
Company's consultants in setting compensation levels are included in the S&P
Financial Index contained in the Performance Graph on page 16 of this Proxy
Statement. The companies comprising the S&P Financial Index include banks,
insurance companies, savings and loans and other diversified financial
companies, most of which have substantially more assets than the Company. As
indicated by the Performance Graph, the Company's cumulative shareholder
return has exceeded the performance of the S&P Financial Index since July 1,
1993.

Components of Compensation of Executive Officers.
Compensation paid to the Company's executive officersNamed Executive Officers in fiscal 1998, the
separate elements of which are discussed below,2001 consisted of the following: base salary and annual bonus for fiscal 1998 andbonus. With the exception of Mr. Miller, no stock options granted underor other long-term incentive awards were made to the Company's stock option plans.

Named Executive Officers in fiscal 2001.
Base Salary
Employment agreements have been entered into between the Company and Messrs.
Morris, Barrington, Berce, Esstman and Miller.each of the Named Executive Officers. All of these employment agreements, which are described in greater detail elsewhere in this Proxy Statement, provide for certain minimum annual base salary with salary increases, bonuses and other incentive awards to be made at the discretion of this Committee.

On April 28, 1998,
No base salary increase was made during fiscal 2001 for Mr. Morris. Effective July 1, 2000, 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 of
$55,000effective October 29, 2000. The increases for Messrs. Barrington, Berce, Esstman and Berce and $45,000 for Mr. Esstman; Mr.
Morris did not receive a base salary increase in fiscal 1998. The increasesMiller were considered appropriate in light of the continuing growth and financial success of the Company as reflectedand, in the following factors considered bycase of Mr. Miller, his promotion to co-Chief Operating Officer of the CommitteeCompany.
In light of his resignation as co-Chief Operating Officer of the Company, Mr. Esstman's base salary was reduced from $425,000 to $225,000 as of March 31, 1998 as compared to March 31, 1997: net income increased 57%,
auto loan originations increased 95%, managed auto receivables increased 133%,
producing auto dealers increased 76% and portfolio delinquency and annualized
charge-offs decreased. The compensation increases were designed to recognize
the Company's financial achievements and to serve to motivate the executives
in future periods through a compensation system that clearly rewards financial
success.

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 1998,2001, the CEO and the other Named Executive Officers received annual incentive awards equal to between 75%100% and 125%150% of their base salary. As described in the Company's 19972000 Proxy Statement, these bonus awards were made in return for the Company's successfully meeting earnings per share targets established by the Committee prior to fiscal 1998.2001. 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 1998,2001, the maximum bonus target was achieved for the CEO and the other Named Executive Officers.

12
For fiscal 1999,2002, the Committee has approved an incentive plan similar to the plan in effect for fiscal 1998,2001, including the establishment of earnings per share targets and award levels associated with the Company's success in meeting those targets.
Long-Term Incentive

The Company's long-term incentive plan has historically been comprised of
awards of non-qualified stock options designed to promote the identity of
long-term interests between the Company's executives and its shareholders and
to assist in the retention of key executives and management personnel. Since
the full benefit of stock option compensation cannot be realized unless stock
appreciation occurs over a number of years, stock option grants are designed
to provide an incentive to create shareholder value over a sustained period of
time.
In fiscal 1998, the Committee reviewed previous stock option grants made to
the CEO and the other Named Executive Officers and determined that such prior
grants had been successful in providing incentive for the creation of
substantial shareholder value, as represented by the increase in the Company's
market capitalization over the past five years, as follows:

MARKET CAPITALIZATION*

JUNE 30,
- --------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----

$149,331,904 $169,043,961 $319,622,013 $445,775,102 $615,218,142 $1,099,352,467

- --------
* determined by multiplying the Company's closing per share stock price on the
dates indicated by the number of shares of Common Stock outstanding on such
dates.

The Committee further determined that additional stock options, properly
structured with respect to longer-term earnings targets, would best motivate
these officers and accomplish the objectives described in the preceding
paragraph.

In order to create the incentives considered by the Committee to be
appropriate, on January 27, 1998, the Committee approved the following stock
option grants to the CEO and the other Named Executive Officers: Messrs.
Morris, Barrington and Berce, 710,000 shares each; Mr. Esstman, 495,000
shares; and Mr. Miller, 250,000 shares. The exercise price for these stock
options is $24 per share, representing an approximate 8% premium over the
market price of the Company's Common Stock on the date the option grants were
approved. The options become fully exercisable on January 1, 2005 and expire
on January 26, 2005, seven years after the date of grant. However, the options
will be accelerated and become exercisable on a cumulative basis if the
Company achieves specified earnings per share targets over a five-year period.
Because the Company achieved earnings per share of $1.86 for the fiscal year
ended June 30, 1998, earnings that exceeded the targeted level for fiscal
1998, 20%light of the stock options granted during fiscal 1998 were accelerated and
are presently vested and exercisable. The remaining options granted to the CEO
and the other Named Executive Officers in fiscal 1998 will be accelerated and
become exercisable if the Company achieves the following earnings per share
targets:

EARNINGS PER SHARE ACCELERATED
FISCAL YEAR TARGET VESTING*
----------- ------------------ -----------

June 30, 1999............................... $2.42 25%
June 30, 2000............................... 3.03 50%
June 30, 2001............................... 3.78 100%
June 30, 2002............................... 4.73 125%

- --------
* In order to obtain accelerated vesting, the Company must achieve annual
growth in earnings per share of 30% for fiscal 1999 and 25% for each of
fiscal years 2000, 2001 and 2002.

Twenty percent (20%) of the option grants approved by the Committee,
representing 575,000 shares in total, were granted under the 1995 Omnibus
Stock and Incentive Plan for AmeriCredit Corp. (the "1995 Omnibus

Plan"). The remaining options approved by the Committee, representing
2,300,000 shares in total, are covered by the 1998 Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan"), a new plan approved and adopted by the Committee on January 27, 1998. Shareholders will be requested to approve
the 1998 Plan, which is described in greater detail elsewhere in this Proxy
Statement,shareholders at the 1998 Annual Meeting.

IfMeeting, 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, 2000 at an exercise price of $28.44 per share.
As noted in the 1998 Plan is approved and adopted by shareholders at the Annual
Meeting,Proxy Statement, there will be no further stock optionstock-based, long-term incentive awards to Messrs. Morris, Barrington, Berce and Esstman until the stock options covered by 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.
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-
executivenon-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 for life insurance policies on these officers, subject to the right of the Company to recover certain amounts in the event of the officer's death or termination of employment. As adopted by the Committee, the annual premiums will not exceedbe approximately $75,000 in the case of Mr. Morris and $37,500 in the case of Messrs. Barrington, Berce and Esstman.
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'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 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 of the Company stock owned by each executive officer subject to 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.
Fiscal 19982001 Compensation of CEO

The Committee's general approach in setting Mr. Morris' target annual
compensation is to seek to be competitive with financial services companies
similar to the Company and with other similarly-sized companies located within
the Dallas-Fort Worth area, but to have a large percentage of his target
compensation based upon objective long-term criteria.
During fiscal 1998,2001, Mr. MorrisBarrington received $500,000$650,000 in base salary. Mr. Morris' base salary, was
established in April 1997 and was unchanged in fiscal 1998. Thea salary the Committee believes that Mr. Morris' base salary is alignedin-line with the base salaries paid 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. Mr. Barrington's base salary was established in July 2000 in connection with his promotion to CEO. The salary amount shown for Mr. MorrisBarrington in the "Executive Compensation--SummaryCompensation - Summary Compensation Table" on page 98 of this Proxy Statement includes director fees in addition to his base salary.
As discussed above, Mr. MorrisBarrington also received a cash bonus under the 19982001 incentive plan equal to 100%150% of his base salary, an award that represented the maximum bonus opportunity for Mr. Morris.

In additionBarrington. No stock options or other stock-based, long-term incentive awards were made to his cash compensation, Mr. Morris was granted options to
purchase 710,000 shares of Common StockBarrington during fiscal 1998, as further
described above. The options granted to Mr. Morris, which are exercisable at
$24 per share, provide for performance accelerated vesting if certain earnings
per share targets are achieved over a five-year period. One-fifth of these
options have been accelerated and become exercisable due to the Company's
achievement of the earnings per share target for fiscal 1998. The remaining
options, representing 568,000 shares, were conditionally granted under the
1998 Plan subject to shareholder approval of such Plan. The Committee believes
that this option grant epitomizes its compensation strategy by expressly
conditioning the ultimate benefit of the grant to Mr. Morris upon the
achievement of significant earnings growth and the resulting appreciation in
the price of the Company's common stock.

GERALD W. HADDOCK
JAMES H. GREER
DOUGLAS K. HIGGINS
KENNETH H. JONES, JR.

14
2001.
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's previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding report and the Performance Graph on Page 16page 14 shall not be incorporated by reference into any such filings.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTS
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, subject to the following minimum annual compensation: Mr. Morris, $500,000;$350,000; Messrs. Barrington and Berce, $345,000; Mr. Esstman, $300,000;$225,000; and Mr. Miller, $255,000. Included in each agreement 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 thereafter. The employment agreements also 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 in 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's salary (undiscounted) plus the discounted present value (employing an interest rate of 8%) of two additional years' salary (for which purposesalary. For all Named Executive Officers other than Messrs. Morris and Esstman, "salary" includes the annual rate of compensation immediately prior to the "change in control" plus the average annual cash bonus for the immediately preceding threethree-year period; for Messrs. Morris and Esstman, "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 year period).preceding the year in which a "change of 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 thereby delay or hinder such a change in control.

PERFORMANCE GRAPH
Performance Graph
The following graph presents cumulative shareholder return on the Company's Common Stock for the five years ended June 30, 1998.2001. The Company is compared to the S&P 500&P500 and the S&P Financial&PFinancial 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.

[PERFORMANCE GRAPH APPEARS HERE]

JUNE JUNE JUNE JUNE JUNE JUNE
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- -------

AmeriCredit..................... $100.00 $117.50 $222.50 $312.50 $420.00 $713.75
S&P............................. $100.00 $101.41 $127.85 $161.09 $216.99 $282.44
S&P Financials.................. $100.00 $100.57 $121.28 $172.10 $261.61 $363.51

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Comparison of Cumulative Shareholder Return
1996-2001

June 1996 June 1997 June 1998 June 1999 June 2000 June 2001
AmeriCredit Corp. $100.00 $134.40 $228.40 $204.80 $217.60 $664.96
S&P 500 $100.00 $134.70 $175.33 $215.22 $230.83 $196.59
S&P Financials $100.00 $152.01 $211.22 $228.70 $209.68 $258.97
Section 16(a) Beneficial Ownership Reporting Compliance
The Company'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, 1998,2001, all filing requirements applicable to its executive officers and directors were met.

RELATED PARTY TRANSACTIONS
Related Party Transactions
The Company engages independent contractors to solicit business from motor vehicle dealers in certain geographic locations. During fiscal 1998,2001, one such independent contractor was CHM Company, L.L.C. ("CHM 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 OfficerChairman of the Company. A per contract commission is 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 $1,361,664$1,813,941 were made by the Company to CHM Company during fiscal 1998.2001. 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. 16
The Company's contractual arrangement with CHM Company has been 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.
On September 21, 2000, Messrs. Barrington and Berce, executive officers of the Company, each executed Amended and Restated Revolving Credit Notes in the amount of $1,000,000 in favor of the Company. These Notes, which modify and extend notes in the principal amount of $1,000,000 executed by Messrs. Barrington and Berce in September 1999, bear interest at a rate equal to LIBOR plus 1%, and provide that Messrs. Barrington and Berce can 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, 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.
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 to facilitate compliance with the stock ownership guidelines. Executive officers may utilize 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 program must be pledged to the Company. The aggregate principal balance of all outstanding loans under the program may not exceed $20,000,000 at any time. Messrs. Barrington and Berce obtained loans under this program during fiscal 2001. The largest amount 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 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:
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:
"4.1 The aggregate number of shares which the corporation shall have authority to issue is Two Hundred Fifty Million (250,000,000) shares divided into: one class of Two Hundred Thirty Million (230,000,000) shares of Common Stock of the par value of one cent ($0.01) per share, and one class of Twenty Million (20,000,000) shares of Preferred Stock of the par value of one cent ($0.01) per share which may be divided into and issued in series as described herein."

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 ELECTION OF
EACHADOPTION OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

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 2)
(Item 3)
Since its adoption in 1994,inception, the AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan") has been a highly successful, broad-based employee benefit plan, significant in the retention and motivation of the CompanyCompany's employees who have elected to participate therein. Under thisthe 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, 1998,2001, approximately 9503,050 employees were enrolled and participating in the Purchase Plan, constituting 68%73% of all employees eligible to participate.Theparticipate. The Company anticipates that the number of shares available for issuance under the Purchase Plan will be substantially depleted within 12-18 months.
On April 28, 1998,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 500,000 shares2,000,000 to 1,000,000 shares3,000,000 (the "Amendment"). TheOn August 7, 2001, the Amendment was ratified by the Board of Directors and effective as of April
28, 1998, 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 1,000,000
"The maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be Three Million (3,000,000) shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18."

The remaining language of paragraphSection 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'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's Proxy Statement for the 1994 Annual Meeting of Shareholders and has been filed by the Company with the Securities and Exchange Commission. Any shareholder desiring a complete copy of the Purchase Plan may obtain it by writing to AmeriCredit Corp., 200 Bailey Avenue,801 Cherry Street, Suite 3900, Fort Worth, Texas 76107,76102, Attention: Corporate Secretary.
The Company intends to register the 500,000one (1) million additional shares of Common Stock issuable under the Amendment under the Securities Act of 1933, 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)Act of 1933), to compliance with the provisions of Rule 144 other than the holding requirement.

17
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.
On September 18, 1998,20, 2001, the closing price of the Company's Common Stock on the New York Stock Exchange was $24.63.

$28.82.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL TO APPROVE AND ADOPT THE 1998 LIMITED
STOCK OPTION PLAN FOR AMERICREDIT CORP.
(ITEM 3)

On January 27, 1998, the Stock Option/Compensation Committee of the Board of
Directors approved the 1998 Limited Stock Option Plan for AmeriCredit Corp.
(the "1998 Plan"). The Board of Directors, in August 1998, ratified the action
of the Stock Option/Compensation Committee and directed that the 1998 Plan be
submitted to the shareholders of the Company for approval and adoption. The
material features of the 1998 Plan are discussed below, but the description is
subject to, and is qualified in its entirety by, the full text of the 1998
Plan attached as Appendix B to this Proxy Statement.

Purpose of the 1998 Plan. As discussed above in the Report of the Stock
Option/Compensation Committee, the principal purpose of the 1998 Plan is to
provide an incentive to the top five executive officers of the Company to
manage and expand the Company's business so as to increase the financial
success and value of the Company, particularly over the four-year period
following adoption of the Plan. In addition, the 1998 Plan will assist the
Company in retaining the officers most responsible for the continuing success
of the Company.

General Plan Provisions. The 1998 Plan provides for a one-time grant of
nonqualified stock options to the Company's top five executive officers as set
forth in the following table:

1998 PLAN BENEFITS

NUMBER OF SECURITIES
NAME AND POSITION DOLLAR VALUE(1) UNDERLYING OPTIONS
----------------- --------------- --------------------

Clifton H. Morris, Jr. .............. $5,502,216 568,000
Chairman and CEO
Michael R. Barrington................ $5,502,216 568,000
Vice Chairman, President
and Chief Operating Officer
Daniel E. Berce...................... $5,502,216 568,000
Vice Chairman and CFO
Edward H. Esstman.................... $3,836,052 396,000
President and Chief Operating
Officer--AFSI
Michael T. Miller.................... $1,937,400 200,000
Executive Vice President,
Chief Credit Officer

- --------
(1) As determined using the Black-Scholes model of option valuation to
determine grant date pre-tax present value. See "Option/SAR Grants in Last
Fiscal Year" table on page 10 of this Proxy Statement.

The number of shares of Common Stock that may be issued or awarded under the
1998 Plan shall not exceed 2,300,000, subject to adjustment in the event of
stock dividends, stock splits, combination of shares, recapitalizations or
other changes in the outstanding Common Stock. The shares issuable under the
1998 Plan may be drawn from either authorized but previously unissued shares
of Common Stock or from reacquired shares of Common Stock, including shares
purchased by the Company on the open market and held as treasury shares. On
September 18, 1998, the closing price of the Company's Common Stock on the New
York Stock Exchange was $24.63.

No additional stock options or other awards will be granted under the 1998
Plan and no employees of the Company other than Messrs. Morris, Barrington,
Berce, Esstman and Miller are eligible for participation under the 1998 Plan.
If any stock options granted under the 1998 Plan expire or are terminated,
cancelled or surrendered for any reason without having been exercised in full,
the unpurchased shares of Common Stock subject to such options will not become
available for regranting under the 1998 Plan.

Exercise Price of Stock Options. The exercise price of all stock options
granted under the 1998 Plan is $24 per share. 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; Accelerated Vesting. Stock options granted
under the 1998 Plan become exercisable in full on January 1, 2005,
approximately one month before the options and the Plan terminate on January
26, 2005. However, the options will be accelerated and become exercisable on a
cumulative basis if the Company achieves the earnings per share targets
according to the following schedule:

EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------

June 30, 1999................................... $2.42 25%
June 30, 2000................................... 3.03 50%
June 30, 2001................................... 3.78 75%
June 30, 2002................................... 4.73 100%

The earnings per share targets require earnings per share growth of 30% in
fiscal 1999 (as compared to earnings per share for fiscal 1998), and earnings
per share growth of 25% in each of fiscal years 2000, 2001 and 2002. The Plan
provides that if the earnings per share target is not achieved for the
occurrence of accelerated vesting in a fiscal year, then the non-accelerated
options will be eligible for accelerated vesting in any subsequent fiscal year
ending on or before June 30, 2002 if the cumulative earnings per share
achieved by the Company exceeds the cumulative earnings per share targets as
of the end of such subsequent fiscal year.

Administration of 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.

Federal Income Tax Consequences. 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 exercisable. 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.

Upon approval of the Company's shareholders, the 1998 Plan and all stock
options granted thereunder will be effective January 27, 1998, and will
terminate on January 26, 2005, unless terminated earlier by the Board of
Directors or extended by the Board with the approval of the shareholders. The
Board or the Committee may amend the 1998 Plan as it deems advisable;
provided, however, that shareholder approval must be obtained for any
amendment increasing the number of available shares under the Plan or changing
the class of eligible participants, or extending the termination date of the
1998 Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE 1998 LIMITED STOCK OPTION PLAN FOR AMERICREDIT CORP.

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM
(Item 4)
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, 1999,2002, and has determined that it would be desirable to request that the shareholders ratify such selection. 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 Directors of PricewaterhouseCoopers LLP as independent public accountants. PricewaterhouseCoopers LLP (or the predecessor to such firm) served as the Company's independent public accountants for the fiscal year ended June 30, 19982001 and has reported on the Company'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 Directors has the responsibility for selecting the Company's independent public accountants. Nonetheless, the selection is being submitted for ratification at the Annual Meeting with a view towards soliciting the shareholders' opinions, which the Board of Directors will take into consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 1999.

2002.
Report of the Audit Committee
The Audit Committee is composed of four directors, each of whom meets the independence and experience requirements of the New York Stock Exchange. The members of the Committee are Messrs. Dike, Greer, Higgins and Jones. The Audit Committee acts under a written charter, adopted by the Board of Directors, a copy of which is included in this Proxy Statement as Appendix B.
Management has the primary responsibilities for the consolidated financial statements and the financial reporting process, including the system of internal controls. The Audit Committee oversees the Company's 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'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 and periodically meet privately with the Audit Committee.
The Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report with management and the Company's independent public accountants. The independent public accountants are responsible for expressing an opinion on the conformity of the Company's audited consolidated financial statements with generally accepted accounting principles, including a discussion of the quality of the Company'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 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'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 statements included in the Company's Form 10-Q's were $170,023, of which $37,902 in fees and costs have been billed as of June 30, 2001.
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.
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 $100,090 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 from the Company.
KENNETH H. JONES, JR. (CHAIRMAN)
A. R. DIKE
JAMES H. GREER
DOUGLAS K. HIGGINS

OTHER BUSINESS
(ITEM
(Item 5)
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

Any proposal
Shareholder Proposals
Pursuant to be presentedvarious rules promulgated by the SEC, a shareholder atthat seeks to include a proposal in the Company's 1999proxy statement and form of proxy card for the Annual Meeting of Shareholders of the Company to be held in 2002 must be presentedtimely 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. Further, a shareholder may not present a proposal for inclusion in the Company's proxy statement and form of proxy card related to the 2002 annual meeting and may not submit a matter for consideration at least 120the 2002 annual meeting, regardless of whether presented for inclusion in the Company's proxy statement and form of proxy card, unless the shareholder shall have timely complied with the Company's bylaw requirements which set a notice deadline after which a shareholder will not be permitted to present a proposal at the Company's shareholder meetings. 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'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 datefirst anniversary of the preceding year's annual meeting. A shareholder's notice to the Secretary must set forth as to each matter the holder proposes to bring before the meeting, 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'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's bylaws will not be timely with respect to the Company's 2002 meeting unless duly given by no later than September 4, 2002 and no earlier than August 5, 2002.
With respect to business to be brought before the 2001 Annual Meeting, the Company has not received any notices from shareholders that the Company mails the notice of such meeting. It is estimated that such deadline will be May 28, 1999, with the mailing of such
noticerequired to be approximately include in this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS

Chris A. Choate
Secretary

September 24, 1999.

BY ORDER OF THE BOARD OF DIRECTORS

Chris A. Choate
Secretary

September 25, 1998
21, 2001
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
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"“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 (the "Amendment"(“Amendment No. 1”). The
Amendment No.1 was ratified by the Board of Directors as of April 28, 1998. On November 4, 1998, Amendment No.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 has beenincreased 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 (“Amendment No. 2”). Amendment No. 2, which was ratified by the Board of Directors, was effective April 28, 1998August 7, 2001 but is subject to shareholder approval. If approved by shareholders at the 19982001 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 1,000,000 shares, subject
to adjustment upon changes in capitalization of the Company as provided in
paragraph 18."
The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 3,000,000 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 the Amendment No. 2 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
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
Grant and Exercise of Option
On the first day of an offering period (the "Enrollment Date"“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'sparticipant’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 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'sparticipant’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'sparticipant’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'semployee’s participation is discontinued, his option for the purchase of shares will be exercised automatically at the end of each six monthsix-month exercise period within the offering period at the applicable price. To the extent an employee'semployee’s payroll deductions exceed the amount required to purchase the shares subject to option, such excess amount shall be held in such participant'sparticipant’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.

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SHARES AVAILABLE UNDER THE PURCHASE PLAN
Shares Available Under the Purchase Plan
If the Amendment No.2 is approved by shareholders, the total number of shares of Common Stock that are issuable under the Purchase Plan will be 1,000,000,3,000,000, subject to adjustment as described below under "Capital“Capital Changes."

ELIGIBILITY AND PARTICIPATION”
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
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
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'sparticipant’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 monthtwelve-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.

ADMINISTRATION
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
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'sparticipant’s account at any time prior to the end of the offering period. The withdrawal of accumulated payroll deductions automatically terminates the employee'semployee’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'sparticipant’s account are returned to the participant without interest.

A-2
A participant'sparticipant’s withdrawal from an offering does not have any effect upon such participant'sparticipant’s eligibility to participate in subsequent exercise periods within the same offering period.

TERMINATION OF EMPLOYMENT
Termination of Employment
Termination of a participant'sparticipant’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'sparticipant’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
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
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
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'sparticipant’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.

TAX INFORMATION
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 overof 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 A-3
applicable provisions of the Code. In addition, the summary does not discuss the tax consequences of a participant'sparticipant’s death or the income tax laws of any state or foreign country in which the participant may reside.

OTHER INFORMATION
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, 1998,2001, approximately 9503,050 employees were enrolled and participating, representing 68%73% 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.

A-4
APPENDIX B
1998 LIMITED STOCK OPTION PLAN
FOR
CHARTER OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
OF AMERICREDIT CORP.
1. Purpose.Purpose of the Audit Committee.
The purpose of this Plan is to advance the interestsAudit Committee of
AmeriCredit Corp. and increase share value by providing additional incentives
to retain and motivate certain key employees upon whose efforts and judgment
its success is materially dependent.

2. Definitions. As used herein, the following terms shall have the meaning
indicated:

(a) "ACCOUNTANT'S REPORT DATE" shall mean the date of the report issued
by the Company's independent public accountants on the Company's financial
statements for the Fiscal Year ended immediately prior to the date of such
report.

(b) "AVAILABLE SHARES" shall mean, at each time of reference, the total
number of Shares described in SECTION 3 with respect to which the Committee
may grant an Option, all of which Available Shares shall be held in the
Company's treasury or shall be made available from authorized and unissued
Shares.

(c) "DILUTED EARNINGS PER SHARE" shall mean that number computed in
accordance with Generally Accepted Accounting Principles (GAAP) and
reported as such in the Company's consolidated financial statements.

(d) "BOARD" shall mean 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 Company.

(e) "CAUSE" shall meanfinancial statements of the Optionee's willful misconduct or gross
negligence, as reasonably determinedCompany, (2) the compliance by the Committee in its sole
discretion.

(f) "CHANGE IN CONTROL" shall haveCompany with legal and regulatory requirements and (3) the meaning specified in SECTION
10(B).

(g) "CLOSING PRICE" shall mean, as of a particular date, the closing sale
price of Shares, which shall be (i) if the Shares are listed or admitted
for trading on any United States national securities exchange, the last
reported sale priceindependence and performance of the Shares on such exchange as reported in any
newspaper of general circulation or (ii) if the Shares are quoted on
NASDAQ, or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bidCompany’s internal and low asked quotations for such day on such system. If neither clause (i) nor
clause (ii) is applicable, it shall be the fair market value of the Shares
determined by any fairexternal auditors.
2. Membership and reasonable means prescribed by the Committee.

(h) "CODE" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.

(i) "COMMITTEE" shall mean aAppointment.
The Audit Committee designated by the Board which shall consist of not less than two membersat least three (3) directors who meet the independence and financial acumen and experience requirements of the Board who shall be
appointed by, and shall serve at the pleasurelisting standards of the Board. Unless the
Board determines otherwise, the members of the Committee shall be "non-
employee directors" within the meaning of Rule 16b-3 of the General Rules
and Regulations of the SecuritiesNew York Stock Exchange, Act of 1934, and "outside
directors" within the meaning of Section 162(m) of the Code and the
regulations thereunder.

(j) "COMPANY" shall mean AmeriCredit Corp.

(k) "CUMULATIVE PERFORMANCE" shall mean the sum of the actual Diluted
Earnings Per Share for each Fiscal Year through the end of the Fiscal Year
next preceding the Accountant's Report Date with respect to which the
calculation is being made.

(l) "CUMULATIVE TARGET" shall mean the sum of the Performance Targets for
each Fiscal Year through the end of the Fiscal Year next preceding the
Accountant's Report Date with respect to which the calculation is being
made.

(m) "DATE OF GRANT" shall mean January 27, 1998, which is the date as of
which the Committee took formal action to approve the grant of the Options.

B-1

(n) "DIRECTOR" shall mean a member of the Board.

(o) "DISABILITY" shall mean a Optionee's present 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 death or can be expected to continue for a
period of at least twelve (12) months and will prevent the Optionee from
performing the normal services required of the Optionee by the Company,
provided, however, that such disability did not result, in whole or in
part: (i) from chronic alcoholism; (ii) from addiction to narcotics; (ii)
from a felonious undertaking; or (iv) from an intentional self-inflicted
wound.

(p) "EFFECTIVE DATE" shall mean January 27, 1998.

(q) "ELIGIBLE PERSON" shall mean Clifton H. Morris, Jr., Michael R.
Barrington, Daniel E. Berce, Edward H. Esstman and Michael T. Miller.

(r) "FISCAL YEAR" shall mean each twelve (12) month period beginning on
July 1 and ending on June 30 occurring during the period ending June 30,
2002, and shall be identified by reference to the calendar year in which it
ends.

(s) "INCREMENT (FIRST, SECOND, ETC)" shall mean the four separate 25%
increments into which each Option's Shares are hereby divided, and which
shall be referred to hereunder as the First Increment, Second Increment,
Third Increment and Fourth Increment and, without limitation, each such
Increment shall consist of that number of Shares equal to 25% of the
Original Shares.

(t) "OPTION" shall mean the nonqualified stock options which are granted
hereunder.

(u) "OPTIONEE" shall mean an Eligible Person to whom an Option is
granted.

(v) "OPTION PRICE" shall mean $24.00 per Share, which is 107.5% of the
Closing Price of $22.3125 on the Date of Grant.

(w) "ORIGINAL SHARES" shall mean the Shares subject to the Option of
reference on its Date of Grant.

(x) "PERFORMANCE TARGET" shall mean, with respect to each Fiscal Year
through the Fiscal Year 2002, the Diluted Earnings Per Share set forth in
whichever of Section 8(a)(i), 8(b)(i)(x), 8(c)(i)(x) or 8(d)(i) applies to
such Fiscal Year.

(y) "PLAN" shall mean this 1998 Limited Stock Option Plan For AmeriCredit
Corp.

(z) "SHARE(S)" shall mean a share of the Company's Common Stock, par
value $.01 per share, and any share or shares of capital stock or other
securities of the Company hereafter issued or issuable upon, in respect of
or in substitution or exchange for each such share.

(aa) "VEST" shall mean with respect to certain Shares subject to an
Option, that the Optionee has satisfied the conditions set forth in such
Option (including without limitation, the conditions set forth in this Plan
which are incorporated by reference in such Option) which entitle him to
exercise the Option with respect to such Shares.

3. Available Shares. As of January 27, 1998, Two Million Three Hundred
Thousand (2,300,000) Shares shall automatically, and without further action,
become Available Shares. To the extent any Option shall terminate, expire or
be canceled, the Available Shares subject to such Option shall no longer be
subject to the Plan.

4. Conditions for Grant of Options.

(a) Only Eligible Persons shall be granted Options, and in selecting the
Eligible Persons, and granting the Options, the Committee has taken into
consideration the contribution the Eligible Person has made or may be
reasonably expected to make to the success of the Company and such other
factors as the Committee determined to be important. The Committee reached its
decision after consulting with and receiving recommendations from officers and
other personnel of the Company with regard to these matters.

B-2

(b) The Options granted to Eligible Persons are in addition to regular
salaries, retirement, life insurance or other benefits related to their
service to the Company, and do not confer upon Eligible Persons any right to
continuance of employment by the Company; and provided, further, that nothing
herein shall be deemed to limit the ability of the Company to enter into any
other compensation arrangements with any Eligible Person.

(c) The Committee shall determine in each case whether periods of military
or government service shall constitute a continuation of employment for the
purposes of this Plan or any Option.

5. Grant of Options. On the Date of Grant, the Committee has granted
Eligible Employees Options to purchase the following number of Available
Shares:

AVAILABLE SHARES
SUBJECT TO
OPTIONEE OPTION
-------- ----------------

Clifton H. Morris Jr.................................... 568,000
Michael R. Barrington................................... 568,000
Daniel E. Berce......................................... 568,000
Edward H. Esstman....................................... 396,000
Michael T. Miller....................................... 200,000

These are the only Options which will be issued under the Plan. An Option
granted hereunder shall be evidenced by a written agreement that shall contain
such provisions as shall be selected by the Committee, not inconsistent with
the terms of this Plan, and which may incorporate the terms of this Plan by
reference.

6. Payment of Option Price. The Option Price shall be paid solely in cash,
by certified or cashier's check, by wire transfer, by money order, with
Shares, or by a combination of the above; provided, however, that the
Committee may accept a personal check in full or partial payment of any
Shares. If the Option Price is paid in whole or in part with Shares, the value
of the Shares surrendered shall be their Closing Price on the date they are
surrendered.

7. Exercise of Options. An Option shall be deemed exercised when (i) the
Committee has received written notice of such exercise in accordance with the
terms of the Option, and (ii) full payment of the aggregate Option Price of
the Shares as to which the Option is exercised has been made.

8. Exercisability of Options. An Option shall Vest in accordance with the
following Vesting schedule:

(a) Each Option shall become Vested with respect to its First Increment
on the first to occur of (i) the Accountant's Report Date following the
1999 Fiscal Year if the Company's Diluted Earnings Per Share for the 1999
Fiscal Year shall equal or exceed $2.42, or (ii) the first subsequent
Accountant's Report Date (if any) on which the Cumulative Performance
equals or exceeds the Cumulative Target with respect to such Accountant's
Report Date.

(b) Each Option shall become Vested with respect to its Second Increment
on the first to occur of (i) the Accountant's Report Date following the
2000 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2000 Fiscal Year shall equal or exceed $3.05, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.

(c) Each Option shall become Vested with respect to its Third Increment
on the first to occur of (i) the Accountant's Report Date following the
2001 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2001 Fiscal Year shall equal or exceed $3.78, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.

B-3

(d) Each Option shall become Vested with respect to its Fourth Increment
on the Accountant's Report Date following the 2002 Fiscal Year if either
(i) the Company's Diluted Earnings Per Share for the 2002 Fiscal Year shall
equal or exceed $4.73, or (ii) the Cumulative Performance equals or exceeds
the Cumulative Target for such Accountant's Report Date.

(e) On January 1, 2005 each Option shall become Vested with respect to
all of the Original Shares (i.e. with respect to all Increments) which have
not previously become Vested.

9. Termination of Option Period.

(a) The unexercised portion of an Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:

(i) ninety (90) days after the date that Optionee ceases to be employed
by the Company regardless of the reason therefor, other than a cessation by
reason of death, Disability or for Cause;

(ii) one (1) year after the date on which the Optionee ceases to be
employed by the Company by reason of Disability;

(iii) (y) one (1) year after the date that Optionee ceases to be employed
by the Company by reason of death, or (z) the later of (I) the date
provided in whichever of SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on
the date of death, and (II) six (6) months after the date on which such
person shall die if that shall occur during whichever of the periods
described in SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on the date of
death;

(iv) the date that Optionee ceases to be employed by the Company, if such
cessation is for Cause; and

(v) January 26, 2005.

(b) In the event of the consummation of any of the transactions described in
SUBSECTION 10(A), the Committee may, by giving written notice ("CANCELLATION
NOTICE"), cancel, all or any portion of such Option which remains unexercised
on such date. Such Cancellation Notice shall be given a reasonable period of
time (but not less than 15 days) prior to the proposed date of such
cancellation, and may be given either before or after the consummation of such
transaction.

10. Change in Control.

(a) In the event of a Change in Control, each Option granted under the Plan
shall become fully Vested.

(b) For purposes hereof, a "Change in Control" shall be deemed to have
occurred as of the date on which an event described in any one or more of the
following paragraphs shall have occurred:

(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 30% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (I) of paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on
January 27, 1998 constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company's stockholders was approved or recommended by a vote of at least
two-thirds ( 2/3) of the directors then still in office who either were
directors on January 27, 1998 or whose appointment, election or nomination
for election was previously so approved or recommended; or

B-4

(iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other
corporation, other than (I) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 60% of the combined voting power of
the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation or (II)
a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates other than
in connection with the acquisition by the Company or its Affiliates of a
business) representing 30% or more of the combined voting power of the
Company's then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the voting securities
of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.

(v) For purposes hereof:

"AFFILIATE" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

"BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time. "PERSON"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.
3. Authority.
The Audit Committee shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (I) the Company or any of its
subsidiaries, (II) a trusteeauthority to retain special legal, accounting or other fiduciary holding securities
under anconsultants to advise the Audit Committee. The Audit Committee may request any officer or employee benefit plan of the Company or any of its Affiliates,
(III) an underwriter temporarily holding securities pursuantthe Company’s outside counsel or independent auditor to an
offering of such securities or (IV)attend a corporation owned, directly or
indirectly, by the stockholdersmeeting of the Company in substantiallyAudit Committee or to meet with any members of or consultants to the same proportions as their ownershipAudit Committee.
4. Reporting Responsibility.
The Audit Committee shall be responsible to and shall make regular reports to the Board of stockDirectors.
5. Duties of the Company.

11. Adjustment of Available Shares. If at any time while the Plan is in
effect or Options are outstanding, thereAudit Committee.
The Audit Committee shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:

(a) appropriate adjustment shall be made in (i) the maximum number of
Available Shares which may be granted under SECTION 3, and in the Available
Shares which are then subject to each Option, so that the same proportion
of the Company's issued and outstanding Shares shall continue to be subject
to grant under SECTION 3, and to such Option, and (ii) the Performance
Targets specified in Section 8, so as to reasonably correlate the
Performance Targets to any increase or decrease in Available Shares which
are then subject to each Option.

(b) in addition, and without limitation, in the case of each Option which
requires the payment of consideration by the Optionee in order to acquire
Shares, an appropriate adjustment shall be made in the Option Price so that
(i) the aggregate consideration to acquire all of the Shares subjectresponsible to the Option remainsBoard of Directors for performing, and shall perform, the samefollowing duties:
(a) Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval;

(b) Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements;

(c) Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements;

(d) Review with management and the independent auditor the Company’s quarterly financial statements prior to the release of quarterly earnings and prior to the filing of the quarterly report with the Securities and Exchange Commission;

(e) Meet periodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

(f) Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management;

(g) Recommend to the Board the appointment of the independent auditor, which firm is ultimately accountable to the Audit Committee and the Board of Directors;

(h) Approve the fees to be paid to the independent auditor;

(i) Receive periodic reports from the independent auditor regarding the auditor’s independence, discuss such reports with the auditor, and if so determined by the Audit Committee, recommend that the Board of Directors take appropriate action to satisfy itself of the independence of the auditor;

(j) Evaluate the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board of Directors replace the independent auditor;

(k) Review the appointment and replacement of the senior internal auditing executive;

(l) Review the significant reports to management prepared by the internal auditing department and management's responses;

(m) Meet with the independent auditor prior to the audit to review the planning and staffing of the audit;

(n) Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, and any amendments thereto and reissues thereof, relating to the conduct of the audit;

(o) Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter. Such review should include:

(1) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information;

(2) Any changes required in the planned scope of the internal audit; and

(3) The internal audit department responsibilities and staffing;

(p) Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement;

(q) Advise the Board of Directors with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations;

(r) Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies; and

(t) Meet at least annually with the Chief Financial Officer, the senior internal auditing executive and the independent auditor in separate executive sessions, to discuss any matters that the Audit Committee believes should be discussed privately.

6. No Duty to Audit.
While the Audit Committee has the responsibilities and (ii) so far as possible, as reasonably
determined by the Committee in its sole discretion, the cost of acquiring
each Share subject to such Option remains the same;

(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares

B-5

or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to Shares subject to Options granted under the Plan; and

(d) Without limiting the generality of the foregoing, the existence of
outstanding Options shall not affect in any manner the right or power of
the Company to make, authorize or consummate (1) any or all adjustments,
recapitalization, reorganizations or other changes in the Company's capital
structure or its business; (2) any merger or consolidation of the Company;
(3) any issue by the Company of debt securities, or preferred or preference
stock which would rank above the Available Shares subject to outstanding
Options; (4) the dissolution or liquidation of the Company; (5) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (6) any other corporate act or proceeding, whether of a similar
character or otherwise.

12. Transferability of Options. Each Option shall be transferable by the
Optionee (a) by will or the laws of descent and distribution, or, in whole or
in part, without payment of consideration, (b) to immediate family members of
the Optionee, (c) to trusts for such family members, (d) to partnerships whose
only partners are such family members, or (e) except as prohibited by Rule
16b-3, to a person or other entity for which the Optionee is entitled to a
deduction for a "charitable contribution" under Section 170(a)(i) of the Code
(provided, in each transfer described in (b) through (e), that no further
transfer by any such permitted transferee(s) shall be permitted); provided,
further, that in the case of a transfer described in any of (b) through (e),
the exercise of the Option will remain the power and responsibility of the
Optionee and that so long as the Optionee lives, only such Optionee (even if
pursuant to the legal direction of the person to whom a charitable
contribution has been made) or his guardian or legal representative shall have
the rightspowers set forth in such Option. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of an Option contrary tothis Charter, it is not the provisions hereof, or the levy of any execution, attachment, or similar
process upon an Option shall be null and void and without effect.

13. Issuance of Shares. No Optionee shall be, or have anyduty of the rightsAudit Committee to plan or privilegesconduct 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 owner of Shares subjectAudit Committee to an Option unless and until
certificates representing such Shares shall have been issued and deliveredconduct investigations, to such Optionee or other person. As a condition of any issuance of Shares, the
Committee may obtain such agreements or undertakings,resolve disagreements, if any, asbetween management and the Committee
may deem necessaryindependent auditor or advisable to assure compliance with any such law or
regulation including, but not limited to, the following:

(a) a representation, warranty or agreement by the Optionee at the time
any Shares are transferred, that he is acquiring the Shares to be issued to
him for investmentlaws and not with a view to, or for sale in connection with,
the distribution of any such Shares; and

(b) a representation, warranty or agreement to be bound by any legends
that are, in the opinion of the Committee, necessary or appropriate to
comply with the provisions of any securities law deemed by the Committee to
be applicable to the issuance of the Shares and are endorsed upon the Share
certificates.

Share certificates issued to the Optionee receiving such Shares who are
parties to any shareholders agreement or any similar agreement shall bear the
legends contained in such agreements. Notwithstanding any provision hereof to
the contrary, no Shares shall be required to be issued with respect to an
Option unless counsel for the Company shall be reasonably satisfied that such
issuance will be in compliance with applicable Federal or state securities
laws.

14. Administration.

The Plan shall be administered by the Committee.

(a) Committee Meetings. Any and all determinations and interpretations of
the Committee shall be made either (w) by a majority vote of the Committee
members at a meeting duly called, or (x) without a meeting, by the written
approval of all members of the Committee.

(b) Powers of the Committee. Subject to the provisions of the Plan, the
Committee, from time to time, may adopt rules and regulations for carrying out
the purposes of the Plan. The determinations under, and the interpretations
of, any provision of the Plan or an Option by the Committee shall, in all
cases, be in its sole

B-6

discretion, and shall be final and conclusive. Without limiting the generality
of the foregoing, the Committee, in its sole discretion, shall have the
authority: to (i) conclusively interpret the Plan provisions; (ii) prescribe,
amend and rescind rules and regulations relating to the Plan and make
individual decisions as questions arise, including, without limitation, the
acceleration of the Vesting date, or both; (iii) rely upon employees of the
Company for such clerical and record-keeping duties as may be necessary in
connection with the administration of the Plan; and (iv) make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan.

(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees
of any Options granted under the Plan.

(d) Indemnification. No member of the Committee shall be liable for any
action taken or omitted to be taken by him or by any other member of the
Committee with respect to the Plan, and to the extent of liabilities not
otherwise insured under a policy purchased by the Company, the Company does
hereby indemnify and agree to defend and save harmless any member of the
Committee with respect to any liabilities asserted or incurred in connection
with the exercise and performance of their powers and duties hereunder, unless
such liabilities are judicially determined to have arisen out of such member's
gross negligence, fraud or bad faith. Such indemnification shall include
attorney's fees and all other costs and expenses reasonably incurred in
defense of any action arising from such act of commission or omission. Nothing
herein shall be deemed to limit the Company's ability to insure itself with
respect to its obligations hereunder.

15. Tax Withholding. On or immediately prior to the date on which an Option
is exercised, the Optionee shall be required to pay to the Company, in cash or
in Shares (including, but not limited to, the reservation to the Company of
the requisite number of Shares otherwise payable to such Optionee with respect
to such Option) the amount which the Company reasonably determines to be
necessary in order for the Company to comply with applicable federal or state
tax withholding requirements, and the collection of employment taxes, if
applicable; provided, further, that the Committee may require that such
payment be made in cash.

16. Interpretation. If any provision of the Plan is held invalid for any
reason, such holding shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had
never been included in the Plan.

(a) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

(b) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.

(c) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.

17. Amendment and Discontinuation of the Plan. The Board, or the Committee
(subject to the prior written authorization of the Board), may from time to
time amend or terminate the Plan or any Option; provided, however, that
(except to the extent provided in SECTION 11 hereof) no such amendment may,
without approval by the shareholders of the Company, (A) increase the number
of Available Shares or change the class of Eligible Persons, (B) permit the
granting of Options which expire beyond the maximum period described in
SUBSECTION 9(A)(V), or (C) extend the termination date of the Plan as set
forth in SECTION 18; and provided, further, that (except to the extent
provided in SUBSECTION 9(B) hereof) no amendment or termination of the Plan or
any Option issued hereunder shall, except as specifically permitted in any
Option, substantially impair any Option previously granted to any Optionee
without the consent of such Optionee.

B-7

18. Effective Date and Termination Date. The Plan shall be effective as of
its Effective Date, and shall terminate on January 26, 2005.

AmeriCredit Corp.

_____________________________________

B-8

- --------------------------------------------------------------------------------

regulations.

AMERICREDIT CORP.
200 BAILEY AVENUE

801 CHERRY STREET, SUITE 3900
FORT WORTH, TEXAS 76107

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 11, 1998,20, 2001, at the Annual Meeting of Shareholders of the Company to be held on November 4, 1998,6, 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.

- --------------------------------------------------------------------------------
FOLD

AMERICREDIT CORP.
801 CHERRY ST., SUITE 3900
FORT WORTH, TEXAS 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.

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 DETACH HERE

- --------------------------------------------------------------------------------
Please mark
your votes as [X]
indicated in
this exampleDATED.
AMERICREDIT
Vote On Directors
1. Proposal to elect as Directors of the Company the following persons to hold office until the next annual electionmeeting of Directors by the shareholders in 2004 or until their successors have been duly elected and have qualified.

FOR all nominees WITHHOLD AUTHORITY to vote
listed below [ ] for all nominees listed below [ ]

Nominees: Clifton H. Morris, Jr., Michael R. Barrington, Daniel E.
Berce, Edward H. Eastman, A.R. Dike, Douglas K. Higgins,
James H. Greer, Kenneth H. Jones, Jr.
(INSTRUCTIONS:
For
All Withhold
All Except
For All
0 0 0To withhold authority to vote, for any individual nominee,mark "For All Except"
and write thatthe nominee's name innumber on the space providedline below.)

------------------------------------------------------------------------

Nominees: 01) Michael R. Barrington
02) Douglas K. Higgins
03) Kenneth H. Jones, Jr.
Vote On Proposals
2. Proposal to amend the Articles of Incorporation to increase the authorized shares of Common Stock.
For Against Abstain
0 0 03. Proposal to adoptincrease the 1998
AmeriCredit Corp.number of reserved shares under the Employee Limited Stock Option Plan Stock Purchase Plan. For AmeriCredit Corp.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]

For Against Abstain
0 0 04. Proposal to ratify the appointment of PricewaterhouseCoopers as accountants for the fiscal year ending June 30, 1999.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

2002.
For Against Abstain
0 0 05. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

(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.)

Dated: , 1998
--------------------------

---------------------------------------
Signature

---------------------------------------
Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
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 SIGN WITHIN BOX] Date Signature (Joint Owners) Date

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 4, 1998 ---------------- To Our Shareholders: NOTICE IS HEREBY GIVEN that the 1998

AMERICREDIT CORP.

PROXY STATEMENTFORANNUAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 4, 1998 ---------------- 6, 2001

SOLICITATION AND REVOCABILITY OF PROXIES

PURPOSES OF THE MEETING

PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

ELECTION OF DIRECTORS(Item 1)

NOMINEES FOR TERMS EXPIRING IN 2004:

Board of Directors. BOARD COMMITTEES AND MEETINGSCommittees and Meetings

Director Compensation

Compensation Committee Interlocks and Mr. Jones exercised options to purchase 56,000 shares at exercise prices ranging from $2.80 to $3.00 per share. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONInsider Participation

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLESummary Compensation Table

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

Performance Graph

Comparison of Cumulative Shareholder Return1996-2001

Section 16(a) Beneficial Ownership Reporting Compliance

Related Party Transactions

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

Proposed Amendment

Purposes and Possible Effects of the Proposed Amendment

Vote Necessary to Approve the Proposed Amendment

PROPOSAL TO AMEND THE AMERICREDIT CORP.EMPLOYEE STOCK PURCHASE PLAN (ITEM 2)(Item 3)

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (ITEM(Item 4)

Report of the Audit Committee

OTHER BUSINESS (ITEM(Item 5)

Shareholder Proposals

APPENDIX A DESCRIPTION OF THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN GENERAL

Description of the AmeriCredit Corp.Employee Stock Purchase Plan

General

Offering Period

Grant and Exercise of Option

Shares Available Under the Purchase Plan

Eligibility and Participation

Purchase Price

Payroll Deductions

Administration

Withdrawal from the Plan

Termination of Employment

Capital Changes

Nonassignability

Amendment and Termination of the Plan

Tax Information

Other Information

APPENDIX B 1998 LIMITED STOCK OPTION PLAN FOR

CHARTER OF THE AUDIT COMMITTEEOFTHE BOARD OF DIRECTORSOF AMERICREDIT CORP.

1. Purpose.Purpose of the Audit Committee.

2. Membership and reasonable means prescribed by the Committee. (h) "CODE" shall mean the Internal Revenue Code of 1986, as now or hereafter amended. (i) "COMMITTEE" shall mean aAppointment.

3. Authority.

4. Reporting Responsibility.

5. Duties of the Company. 11. Adjustment of Available Shares. If at any time while the Plan is in effect or Options are outstanding, thereAudit Committee.

6. No Duty to Audit.

AMERICREDIT CORP. 200 BAILEY AVENUE 801 CHERRY STREET, SUITE 3900FORT WORTH, TEXAS 76107 76102

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DETACH HERE - -------------------------------------------------------------------------------- Please mark your votes as [X] indicated in this exampleDATED.

AMERICREDIT

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

ELECTION OF DIRECTORS
(Item 1)

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

Summary Compensation Table

Comparison of Cumulative Shareholder Return
1996-2001

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)

PROPOSAL TO AMEND THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN (ITEM 2)
(Item 3)

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (ITEM
(Item 4)

OTHER BUSINESS (ITEM
(Item 5)

Description of the AmeriCredit Corp.
Employee Stock Purchase Plan

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

AMERICREDIT CORP. 200 BAILEY AVENUE
801 CHERRY STREET, SUITE 3900
FORT WORTH, TEXAS 76107 76102