As filed with the Securities and Exchange Commission on July 8, 1996 Registration No. 333-07185 - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ BRIDGESTONE/FIRESTONE MASTER TRUST /(Issuer of the Certificates)/ _________________ FIRESTONE RETAIL CREDIT CORPORATION /(Originator of the Trust described herein and exact name of registrant as specified in its government instrument.)/ _________________ Massachusetts 6141 13-3205598 (State of (Primary Standard Industrial (IRS Employer Identification Incorporation) Classification Code Number) Number) R. Douglas Donaldson One International Place, Suite 520 Boston, Massachusetts 02110-2624 (617) 951-7690 /(Address, including zip code, and telephone number, including area code of registrant's principal executive offices)/ _________________ copies to: Saul Solomon, Esq. Reed D. Auerbach, Esq. Cathy Kaplan, Esq. Bridgestone/Firestone, Inc. Stroock & Stroock & Lavan Brown & Wood 50 Century Boulevard Seven Hanover Square 1 World Trade Center Nashville, Tennessee 37214 New York, New York 10004-2696 New York, New York 10048 (615) 872-1496 (212) 806-6648 (212) 839-5531 _________________ Approximate date of commencement of proposed sale to the public. As soon as practicable on or after the effective date of this Registration Statement, as determined by market conditions. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, please check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / __________________ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount of Title of Securities Amount Being 	 Offering Price Aggregate Offering Registration Being Registered Registered(1) Per Unit(1) Price(1) Fee(2) Class A Floating Rate Asset Backed Certificates, Series 1996-1 . . $1,000,000 100% $1,000,000 $435 Class B Floating Rate Asset Backed Certificates, Series 1996-1 . . $1,000,000 100% $1,000,000 $435 (1) Estimated solely for purposes of determining the registration fee. (2) Total registration fee of $870. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The purpose of this Amendment is solely to amend the facing page of the Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Firestone Retail Credit Corporation has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, the Commonwealth of Massachusetts on July 8, 1996. FIRESTONE RETAIL CREDIT CORPORATION /s/ Nancy D. Smith ------------------------------ Nancy D. Smith, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 has been signed below by the following persons in the capacities indicated on July 8, 1996. /s/ Nancy D. Smith President and Director July 8, 1996 - -------------------------- (principal executive Nancy D. Smith officer) /s/ R. Douglas Donaldson Treasurer July 8, 1996 - --------------------------- (principal financial R. Douglas Donaldson officer and principal accounting officer) /s/ Louise E. Colby Director and Secretary July 8, 1996 - ---------------------------- Louise E. Colby 3