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:
/ / Preliminary Proxy Statement
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14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

AmeriCredit Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 13, 1996

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

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at the Fort Worth Club, in the
City of Fort Worth, Texas on the 13th day of November, 1996, 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 approve and adopt the 1996
Limited Stock Option Plan for AmeriCredit Corp.;

3. To ratify the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as independent public accountants for the Company for the fiscal
year ending June 30, 1997; and

4. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Only shareholders of record at the close of business on September 18, 1996,
the Record Date for the Annual Meeting, are entitled to notice of and to vote at
the Annual Meeting. The stock transfer books will not be closed.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, however, you are urged to mark, sign, date, and
mail the enclosed proxy promptly 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 revoke
your proxy and vote in person.

By Order of the Board of Directors

Chris A. Choate
SECRETARY

Dated: September 30, 1996

AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107

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

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 13, 1996

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

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 1996 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 13, 1996, 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.

The principal executive offices of AmeriCredit are located at 200 Bailey
Avenue, Fort Worth, Texas 76107. 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 30, 1996. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 1996 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 McCormick &
Pryor Ltd., New York, New York to assist in the solicitation of proxies from
shareholders and will pay McCormick & Pryor Ltd. a fee of approximately $4,000
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.

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. The approval and adoption of the 1996 Limited Stock Option Plan for
AmeriCredit Corp.;

3. The ratification of the appointment by the Board of Directors of Coopers
& Lybrand L.L.P. as independent public accountants for the Company for
the fiscal year ending June 30, 1997; and

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

QUORUM AND VOTING

The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on September 18,
1996 (the "Record Date"). On the Record Date, there were 28,340,491 shares of
Common Stock of the Company, par value $0.01 per share, outstanding, each of
which is entitled to one vote on all matters to be acted upon at the Annual
Meeting. There are no cumulative voting rights. The presence, in person or by
proxy, of holders of a majority of the outstanding shares of Common Stock
entitled to vote at the meeting is necessary to constitute a quorum to transact
business. Assuming the presence of a quorum, the affirmative vote of the holders
of a plurality of the shares of Common Stock represented at the Annual Meeting
is required for the election of directors and the affirmative vote of the
holders of a majority of the shares of Common Stock represented at the Annual
Meeting and entitled to vote is required for the approval of the 1996 Limited
Stock Option Plan for AmeriCredit Corp. and for the ratification of the
appointment by the Board of Directors of Coopers & Lybrand L.L.P. as independent
public accountants for the Company for the fiscal year ending June 30, 1997.

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. Abstentions on a particular item (other than
the election of directors) will be counted as present and entitled to vote for
purposes of any item on which the abstention is noted, thus having the effect of
a "no" vote as to that proposal. 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.

PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Company's Common 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--Summary Compensation Table" on page 9 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 OWNED PERCENT OF
BENEFICIALLY CLASS OWNED
(1) BENEFICIALLY (1)
--------------- ----------------

Montgomery Asset Management, L.P................................................. 1,487,300(2) 5.25%
Regan Partners, L.P.............................................................. 1,942,910(3) 6.86%
Clifton H. Morris, Jr............................................................ 1,121,326(4) 3.84%
Michael R. Barrington............................................................ 417,388(5) 1.45%
Daniel E. Berce.................................................................. 491,086(6) 1.70%
Edward H. Esstman................................................................ 337,482(7) 1.18%
James H. Greer................................................................... 195,000(8) *
Gerald W. Haddock................................................................ 40,000(9) *
Douglas K. Higgins............................................................... 70,000(10) *
Kenneth H. Jones, Jr............................................................. 311,000(11) 1.09%
Chris A. Choate.................................................................. 58,197(12) *
All Present Executive Officers and Directors as a Group (12
Persons)(4)(5)(6)(7)(8)(9)(10)(11)(12)......................................... 3,162,331 10.19%

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

* Less than 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 28,340,491 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 28,340,491
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 August 30, 1996, the Company has been informed that Montgomery Asset
Management, L.P. ("Montgomery") holds an aggregate of 1,487,300 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.

(3) As of August 30, 1996, the Company has been informed that Regan Partners,
L.P. ("Regan Partners"), Athena Partners, L.P. ("Athena"), Basil P. Regan,
Lenore Robins, Lee R. Robins and certain trusts and other investment funds
controlled by such group of persons hold an aggregate of 1,942,910 shares.
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.

(4) This amount includes 883,999 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 114,490 shares of Common Stock in the name of Sheridan C. Morris,
Mr. Morris' wife.

(5) This amount includes 411,940 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(6) This amount includes 498,607 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(7) This amount includes 314,333 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(8) This amount consists of 195,000 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.

(9) This amount consists of 40,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(10) This amount includes 10,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 12,000 shares held in trust for the benefit of certain family
members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial
interest.

(11) This amount includes 211,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(12) This amount includes 52,500 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

ELECTION OF DIRECTORS
(ITEM 1)

The Company's Bylaws provide that the number of directors which shall
constitute the whole board shall be fixed from time to time by resolution of the
Board of Directors or shareholders but shall not be less than three (3) nor more
than fifteen (15). At a meeting of the Board of Directors on July 23, 1996, the
number of directors comprising the Board of Directors for the ensuing year was
set at eight (8).

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 for the offices of
directors of the Company to hold office until the next annual meeting of
shareholders or until their respective successors shall have been duly elected
and shall have qualified. 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
NOMINEE AGE & BUSINESS ADDRESS DIRECTOR IN AMERICREDIT
- ------------------------- --- ------------------------------------------------ ---------- ----------------------------------------

Clifton H. Morris, Jr.... 61 Chairman of the Board, Chief Executive Officer 1988 Chairman of the Board, Chief Executive
and President Officer and President
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107

Michael R. Barrington.... 37 President and Chief Operating Officer 1990 Executive Vice President--Chief
AmeriCredit Financial Services, Inc. Operating Officer and Director
200 Bailey Avenue
Fort Worth, TX 76107

Daniel E. Berce.......... 42 Executive Vice President--Chief Financial 1990 Executive Vice President--Chief
Officer and Treasurer Financial Officer, Treasurer and
AmeriCredit Corp. Director
200 Bailey Avenue
Fort Worth, TX 76107

Edward H. Esstman........ 55 Executive Vice President--Director of Consumer 1996 Senior Vice President-- Chief Credit
Finance Operations Officer and Director
AmeriCredit Financial Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107

James H. Greer........... 69 Chairman of the Board 1990 Director
Shelton W. Greer Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248

Gerald W. Haddock........ 48 President and Chief Operating Officer 1993 Director
Crescent Real Estate Equities Limited, L.P.
777 Main Street, Suite 2700
Fort Worth, TX 76102

Douglas K. Higgins....... 46 Private Investor 1996 Director
Higgins & Associates
101 W. Randol Mill
Suite 150
Arlington, TX 76011

Kenneth H. Jones, Jr..... 61 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 Company since May 18, 1988, and was also President of the Company
from such date until April 1991 and from April 1992 to the present. Mr. Morris
is also a director of Service Corporation International, a publicly held company
which owns and operates funeral homes and related businesses.

MICHAEL R. BARRINGTON has been President and Chief Operating Officer of
AmeriCredit Financial Services, Inc. ("AFSI"), a subsidiary of the Company,
since AFSI's formation in July 1992. Mr. Barrington has also been Executive Vice
President, Chief Operating Officer of the Company since November 1994 and was
Vice President of the Company from May 1991 until November 1994.

DANIEL E. BERCE is a certified public accountant and has been Executive Vice
President, Chief Financial Officer and Treasurer for the Company since November
1994 and was Vice President, Chief Financial Officer and Treasurer for the
Company from May 1991 until November 1994.

EDWARD H. ESSTMAN has been Executive Vice President, Director of Consumer
Finance Operations of AFSI since November 1994 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 Senior Vice President and Chief Credit
Officer for the Company since November 1994. From April 1984 until June 1992,
Mr. Esstman acted in various management capacities at Mercury Finance Company,
most recently as Vice President of Administration.

JAMES H. GREER is the 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.

GERALD W. HADDOCK is President and Chief Operating Officer of Crescent Real
Estate Equities Limited, L.P., a publicly held real estate investment trust, and
has been in such position since May 1994. From June 1990 until May 1994, Mr.
Haddock was a partner with the Fort Worth, Texas law firm of Jackson & Walker,
L.L.P. Mr. Haddock is also a director of Energy Service Company, Inc., a
publicly held oil and natural gas services company, and Wolverine Exploration
Company, a publicly held company engaged in oil and gas exploration and
development.

DOUGLAS K. HIGGINS 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.

KENNETH H. JONES, JR. is Vice Chairman of KBK Capital Corporation, a
publicly held non-bank commercial finance company, and has been in such position
since January 1995. Mr. Jones is also of counsel and a shareholder in the
Decker, Jones, McMackin, McClane, Hall & Bates, P.C. law firm in Fort Worth,
Texas, and has been with such firm and its predecessor or otherwise involved in
the private practice of law in Fort Worth, Texas for more than five years. Mr.
Jones is also a director of Hallmark Financial Services, Inc., a publicly held
company engaged in the insurance business.

If elected as a director of the Company, each director will hold office
until next year's annual meeting of shareholders, expected to be held in
November 1997, or until his respective successor is elected and has qualified.

The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company. Should any of them become unavailable for nomination or election
or refuse to be nominated or to accept election as 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 Board of Directors.

BOARD COMMITTEES AND MEETINGS

Standing committees of the Board include the Audit Committee and the Stock
Option/Compensation 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. Greer, Haddock and Jones.

The Stock Option/Compensation Committee (i) administers the Company's
employee stock option plans and reviews and approves the granting of stock
options and (ii) reviews and approves compensation for executive officers.
Members consist of Messrs. Greer, Haddock and Jones.

The Board of Directors held five regularly scheduled meetings during the
fiscal year ended June 30, 1996. 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, other than Messrs.
Greer and Haddock who attended 73% of all such meetings.

DIRECTOR COMPENSATION

Members of the Board of Directors currently receive a $2,000 quarterly
retainer fee and an additional $2,000 fee for attendance at each meeting of the
Board. Members of Committees of the Board of Directors are paid $1,000 per
quarter for participation in all committee meetings held during that quarter.

At the 1990 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director Plan"), which provides for grants to the Company's nonemployee
directors of nonqualified stock options and reserves, in the aggregate, a total
of 750,000 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
after the date of each 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 14, 1995, options to purchase
10,000 shares of Common Stock were granted under the 1990 Director Plan to each
of Messrs. Haddock, Greer and Jones at an exercise price of $13.00 per share.
Upon his election as a Director on January 24, 1996, Mr. Higgins was granted
options to purchase 10,000 shares of Common Stock under the 1990 Director Plan
at an exercise price of $12.88. The exercise price for the options granted to
Messrs. Haddock, Greer, Jones and Higgins is equal to the last reported sale
price of the Common Stock on the New York Stock Exchange ("NYSE") on the day
preceding the respective date of grant. Each nonemployee director elected at the
1996 Annual Meeting of Shareholders will receive an option to purchase 10,000
additional shares of Common Stock pursuant to the 1990 Director Plan following
such meeting.

At the 1991 Annual Meeting of Shareholders, the Company adopted the 1991
Nonemployee Director Stock Option Plan of AmeriCredit Corp. (the "1991 Director
Plan"). The 1991 Director Plan provided for each of the nine nonemployee
directors as of April 24, 1991, the effective date of the Plan, to receive
options to purchase 150,000 shares of Common Stock at an exercise price of $2.80
per share. The exercise price for such options represented the average of the
closing prices of the Common Stock reported on the NYSE from April 17, 1991
through April 23, 1991, constituting the five business days preceding the
adoption of the 1991 Director Plan by the Board of Directors. Messrs. Greer and
Jones received options under the 1991 Director Plan following the adoption of
such Plan by the shareholders. No additional options will be granted under the
1991 Director Plan.

In addition, Mr. Jones holds options to purchase 16,000 shares of Common
Stock previously granted by the Company under the 1989 Stock Option Plan for
Nonemployee Directors of AmeriCredit Corp. (the "1989 Director Plan"). Effective
with the completion of the Company's initial public offering in November 1989,
the Company terminated the 1989 Director Plan as to future grants and such plan
was terminated except as to options previously granted that remained outstanding
as of such date. On April 5, 1993, Mr. Haddock was granted options to purchase
100,000 shares of Common Stock under the 1989 Stock Option Plan (with Stock
Appreciation Rights) of AmeriCredit Corp. pursuant to a formula contained in
such plan for option grants made to non-employee directors. The options granted
to Mr. Haddock under this plan vest incrementally over a four year period and
are exercisable at a price of $3.75 per share; in June 1996, Mr. Haddock
exercised a portion of these options for the purchase of 80,000 shares of Common
Stock.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Stock Option/Compensation Committee has any interlocking
relationship with any other corporation that requires specific disclosure under
this heading.

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

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

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

Clifton H. Morris, Jr........................ 1996 320,921 181,764 300,000 41,771
Chairman, CEO and President 1995 287,620 128,070 150,000 41,771
1994 276,800 39,780 141,333 42,217

Michael R. Barrington........................ 1996 223,832 123,506 200,000 5,758
President and Chief 1995 201,204 73,281 162,500 5,737
Operating Officer - AFSI 1994 191,800 27,030 96,107 2,088

Daniel E. Berce.............................. 1996 223,832 123,506 200,000 6,620
Executive Vice President, 1995 201,204 73,281 125,000 6,615
Chief Financial Officer 1994 191,800 27,030 96,107 4,765
and Treasurer

Edward H. Esstman............................ 1996 186,758 91,385 150,000 10,305
Executive Vice President, 1995 162,666 65,067 100,000 10,305
Director of Consumer 1994 158,846 16,000 85,333 10,301
Finance--AFSI

Chris A. Choate.............................. 1996 106,432 42,571 20,000 4,371
Vice President, 1995 96,000 31,200 15,000 3,127
General Counsel 1994 90,000 9,000 37,500 2,076
and Secretary

(1) For Messrs. Morris, Barrington, Berce and Esstman, the 1996 awards include
options conditionally granted to such individuals under the 1996 Limited
Stock Option Plan for AmeriCredit Corp. proposed for adoption by
shareholders in this Proxy Statement. See "Proposal to Approve and Adopt the
1996 Limited Stock Option Plan for AmeriCredit Corp. (Item 2)."

(2) The amounts disclosed in this column for fiscal 1996 include payment by the
Company of premiums for term life insurance on behalf of Messrs. Barrington,
Berce, Esstman and Choate of $1,258, $2,120, $5,805 and $378, respectively,
and premiums of $37,271 under a whole life insurance policy on Mr. Morris.
The amounts in this column for fiscal 1996 also include contributions by the
Company, made in the form of the Company's Common Stock, to 401(k)
retirement plans for each executive officer, as follows: Messrs. Morris,
Barrington, Berce and Esstman, $4,500; and Mr. Choate, $3,993 (based on the
closing price of the Company's common stock on February 29, 1996, the date
of the contribution).

OPTION GRANTS IN LAST FISCAL YEAR

The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1996.

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

Clifton H. Morris, Jr........................ 300,000(2) 19.8 16.00 4/23/2006 $ 2,043,000
Chairman, CEO and President

Michael R. Barrington........................ 200,000(2) 13.2 16.00 4/23/2006 $ 1,362,000
President and Chief
Operating Officer--AFSI

Daniel E. Berce.............................. 200,000(2) 13.2 16.00 4/23/2006 $ 1,362,000
Executive Vice President,
Chief Financial Officer
and Treasurer

Edward H. Esstman............................ 150,000(2) 9.9 16.00 4/23/2006 $ 1,021,500
Executive Vice President,
Director of Consumer Finance--
AFSI

Chris A. Choate.............................. 20,000(3) 1.3 14.50 4/23/2006 $ 147,600
Vice President,
General Counsel
and Secretary

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

(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 ten year option term for all grants and
upon the following assumptions: annual dividend growth of 0 percent,
volatility of approximately 20 percent, 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 conditionally granted to Messrs. Morris, Barrington,
Berce and Esstman under the terms of the 1996 Limited Stock Option Plan for
AmeriCredit Corp., subject to shareholder approval of such Plan as proposed
in this Proxy Statement. The Options, which expire ten years after the date
of grant, become exercisable on the earlier of (i) April 23, 2003, (ii) the
next business day (the "Acceleration Date") after the conclusion of a period
of 20 consecutive trading days during which the average of the closing
prices of the Company's Common Stock for such 20 day period is equal to or
greater than $25 per share, PROVIDED THAT the Acceleration Date must occur,
if at all, on or before April 24, 1999, or (iii) the occurrence of a change
in control of the Company. As of the Record Date, these options had not
qualified for accelerated vesting based on the average of the closing prices
of the Company's Common Stock over a period of 20 consecutive trading days.
If the 1996 Limited Stock Option Plan for AmeriCredit Corp. is not approved
by shareholders at the Annual Meeting, these option grants shall be null and
void.

(3) The options granted to Mr. Choate, which expire ten years after the grant
date, become exercisable 20% on October 24, 1996 and in 20% increments
thereafter on the anniversary date of the grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1996, and the
value of unexercised options held as of June 30, 1996.

SHARES OF COMMON
STOCK UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FY-END IN-THE-MONEY OPTIONS AT
(#) (2) FY-END ($) (2)
SHARES ----------------- ------------------------
ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- ------------- -------------- ----------------- ------------------------

Clifton H. Morris, Jr. ............... -0- N/A 833,999/400,000 $ 8,832,702/$1,276,000
Chairman, CEO and President
Michael R. Barrington ................ 65,000 $ 606,875 448,607/200,000 $ 3,839,745/$0
President and Chief Operating
Officer--AFSI
Daniel E. Berce ...................... 50,000 $ 450,725 498,607/200,000 $ 4,477,745/$0
Executive Vice President, Chief
Financial Officer and Treasurer
Edward H. Esstman .................... -0- N/A 284,333/200,000 $ 2,759,003/$601,700
Executive Vice President, Director
of Consumer Finance--AFSI
Chris A. Choate ...................... -0- N/A 44,500/43,000 $ 399,860/$252,890
Vice President, General Counsel and
Secretary

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

(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) Values stated are pre-tax, net of cost and are based upon the closing price
of $15.63 per share of the Company's Common Stock on the NYSE on June 28,
1996, the last trading day of the fiscal year. For Messrs. Morris,
Barrington, Berce and Esstman, the number of unexercisable options at June
30, 1996 includes options conditionally granted to such individuals under
the 1996 Limited Stock Option Plan for AmeriCredit Corp. described in this
Proxy Statement and proposed for adoption by shareholders at the Annual
Meeting. See "Proposal to Approve and Adopt the 1996 Limited Stock Option
Plan for AmeriCredit Corp. (Item 2)."

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Stock Option/Compensation Committee of the Board of Directors (the
"Committee") is composed of Messrs. Greer, Haddock and Jones. The Committee is
responsible for all elements of the total compensation program for executive
officers and senior management personnel of the Company, including stock option
grants and the administration of other incentive programs.

GENERAL

The objectives of the Company's compensation strategy were developed in
fiscal 1994 and have remained constant since such time. These objectives are 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. During fiscal 1996, the Company's success in meeting
its compensation objectives was evaluated in an Executive Compensation Review
prepared by Lund Strategic Alliance, Inc., independent compensation consultants
to the Company (the "Lund Review"). The Lund Review evaluated all components of
executive compensation at the Company, including an analysis of such components
relative to other companies engaged in businesses similar to the Company. None
of the peer companies evaluated in the Lund Review are included in the S & P
Financial Index contained in the Performance Graph on page 16 of this Proxy
Statement. The companies evaluated in the Lund Review are principally engaged in
financial services businesses similar to the Company and have assets of
approximately $500 million, while 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.

The Committee has not yet had to consider the possible effect on the
Company's compensation policies of the treatment, under the Federal Revenue
Reconciliation Act of 1993, of annual compensation exceeding $1 million paid to
any individual executive officer as no individual executive officer received
annual compensation exceeding $1 million in fiscal 1996.

COMPONENTS OF COMPENSATION OF EXECUTIVE OFFICERS.

Compensation paid to the Company's executive officers in fiscal 1996, the
separate elements of which are discussed below, consisted of the following: base
salary, annual bonus for fiscal 1996 and stock options granted under the
Company's stock option plans.

BASE SALARY

As stated in prior reports of this Committee, the Company's objective is to
establish base salary levels at approximately the 75th percentile of similar
financial services companies reviewed by the Company's compensation consultant.
At this level, the Company believes that it will be positioned to attract,
retain and motivate the best possible executive talent.

Employment agreements have been entered into between the Company and Messrs.
Morris, Barrington, Berce and Esstman in prior fiscal years. The employment
agreements with Messrs. Morris, Barrington and Berce were executed in fiscal
1991; the agreement with Mr. Esstman was executed in fiscal 1993. 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 23, 1996, the Committee authorized a base salary
increase of 20% for Messrs. Morris, Barrington, Berce and Esstman. The Committee
considered this increase to be appropriate in light of the contributions of
these individuals to the Company's success in expanding the indirect automobile
finance business and in increasing assets, revenues and earnings. Based on the
findings in the Lund Review, these base salary increases were also necessary to
meet the Company's objective of setting salary levels at the 75th percentile of
similar financial services companies.

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 1996, the CEO and the other Named Executive Officers received
predetermined annual incentive awards equal to between 40% and 60% of their base
salary. As described in the Company's 1995 Proxy Statement, these bonus awards
were made in return for the Company's successfully meeting earnings per share
targets defined by the Committee prior to fiscal 1996. Under this plan, minimum
earnings levels were required to be obtained before any bonuses were awarded;
the plan also defined maximum award levels. The range of bonus levels, expressed
as a percentage of base salary, was initially developed and implemented for
fiscal 1995 and is targeted at approximately the 50th percentile of incentive
awards for companies engaged in businesses similar to the Company. The 1996 Lund
Review did not specifically review whether the 1996 bonus awards made to the
Named Executive Officers remained at the 50th percentile.

For fiscal 1997, the Committee has approved an incentive plan similar to the
plan in effect for fiscal 1996, including the establishment of earnings 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 1996, based on recommendations contained in the Lund Review, the
Committee considered making restricted stock grants, in lieu of non-qualified
stock options, to each of Messrs. Morris, Barrington, Berce and Esstman.
However, at its April 23, 1996 meeting, the Committee reviewed previous stock
option grants made to these officers and determined that such prior grants had
been successful in providing incentives for the creation of substantial
shareholder value, as represented by the increase in the Company's stock price
over the past three years. The Committee further determined that restricted
stock grants would not provide as strong an incentive as properly structured
stock options in continuing to motivate these officers to achieve the Company's
principal objective: increased shareholder value.

In order to create the incentives considered by the Committee to be
appropriate, the Committee approved and adopted the 1996 Limited Stock Option
Plan for AmeriCredit Corp., a plan that provides for one-time stock option
grants to the Company's top four executive officers. Shareholders will be
requested to approve the Plan, which is described in greater detail elsewhere in
this Proxy Statement, at the 1996 Annual Meeting. The Plan provides for a
one-time grant of nonincentive stock options to Messrs. Morris (300,000 shares),
Barrington (200,000 shares), Berce (200,000 shares) and Esstman (150,000
shares). The exercise price for all options granted under the Plan is $16 per
share, representing an approximate 10% premium over the market price of the
Company's Common Stock on the date the Plan was adopted by the Committee. The
options become fully exercisable seven years after the date of the Plan's
adoption. However, all options granted under the Plan will be accelerated and
become fully exercisable if, at any time before April 23, 1999 (i.e., within
three years after the Plan's adoption), the average of the closing prices of the
Company's Common Stock for a period of twenty consecutive trading days equals or
exceeds $25 per share. If the $25 per share target is not attained in this
manner before April 23, 1999, the opportunity for accelerated vesting will
terminate and the options will not become exercisable until April 23, 2003.

The Committee believes that the options granted under the 1996 Limited Stock
Option Plan provide meaningful economic incentives towards the creation of
approximately $300 million in shareholder value

(based on the difference between the market price of the Company's Common Stock
on the date the Plan was adopted and the target price for accelerated vesting
multiplied by the current number of shares of Common Stock outstanding). In
order to attain the $25 per share target by April 23, 1999, the Company's stock
price would have to appreciate at an average rate of approximately 20% per year
compounded.

OTHER COMPENSATION PLANS

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

In addition, in fiscal 1996 the Committee approved the implementation of a
split-dollar life insurance program for Messrs. Morris, Barrington, Berce and
Esstman. Under this program, the Company will advance 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 exceed
$75,000 in the case of Mr. Morris and $37,500 in the case of Messrs. Barrington,
Berce and Esstman. The Company will make premium payments pursuant to this
program during fiscal 1997.

FISCAL 1996 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, but to have a large percentage of his target
compensation based upon objective long-term criteria. During fiscal 1996, Mr.
Morris received $302,921 in base salary. As noted above, Mr. Morris' base salary
was increased 20% on April 23 to $350,000. According to the Lund Review, Mr.
Morris' base salary, following the 20% increase, is approximately equal to the
75th percentile as compared to companies identified in that report. The salary
amount shown for Mr. Morris in the "Executive Compensation--Summary Compensation
Table" on page 9 of this Proxy Statement includes director fees in addition to
his base salary.

Mr. Morris also received a cash bonus under the 1996 incentive plan equal to
60% of his base salary. This bonus award was made in return for the Company's
success in obtaining earnings per share of $.71 for the fiscal year, an amount
that exceeded the maximum earnings target under the bonus plan. Both the
earnings target and the resulting bonus award were established by the Committee
prior to the commencement of the fiscal year. The amount of Mr. Morris' bonus
constituted the maximum possible award under the plan as a result of the
Company's financial performance. As noted above and described in the Company's
1995 Proxy Statement, the bonus levels for Mr. Morris under the annual incentive
plan for fiscal 1996 were targeted at approximately the 50th percentile of
incentive awards for companies in businesses similar to the Company.

In addition to his cash compensation, Mr. Morris was granted options to
purchase 300,000 shares of Common Stock during fiscal 1996 under the 1996
Limited Stock Option Plan for AmeriCredit Corp., as further described above. The
options granted to Mr. Morris, which are exercisable at $16 per share, provide
for performance accelerated vesting if, within the three-year period ending
April 23, 1999, the Company's per share closing stock price averages $25 over
twenty consecutive trading days. 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 a significant and
sustained appreciation in the price of the Company's common stock.

GERALD W. HADDOCK
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 16
shall not be incorporated by reference into any such filings.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTS

The Company has entered into employment agreements with four of its Named
Executive Officers. Messrs. Clifton H. Morris, Jr., Michael R. Barrington and
Daniel E. Berce entered into employment agreements with the Company during
fiscal 1991. These agreements 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 minimum annual compensation for Messrs. Morris, Barrington and Berce of
$265,200, $180,200 and $180,200, respectively. 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, 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. 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 employee will be entitled to earned and vested bonuses at the date of
termination plus the remainder of his current year's salary (undiscounted) plus
the present value (employing an interest rate of 8%) of two additional years'
salary (for which purpose "salary" includes the annual rate of compensation
immediately prior to the "change in control" plus the average annual cash bonus
for the immediately preceding three year period).

Mr. Edward H. Esstman entered into an employment agreement with the Company
in May 1993. Mr. Esstman's agreement provides for a term that renews annually
for successive five year periods with minimum annual compensation of $160,000;
the agreement also contains a covenant not to compete with the Company during
the term of employment and for a period of two years thereafter. The employment
agreement also provides that if Mr. Esstman is terminated by the Company other
than for cause, the Company will pay to Mr. Esstman an amount equal to one
year's salary (undiscounted).

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

The following graph presents cumulative shareholder return on the Company's
Common Stock for the five years ended June 30, 1996. The Company is compared to
the S&P 500 and the S&P Financial 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.

COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1991-1996

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

AMERICREDIT CORP. S&P 500 S&P FINANCIALS

June 1991 $100.00 $100.00 $100.00
June 1992 $80.48 $113.42 $127.07
June 1993 $148.15 $128.90 $165.03
June 1994 $174.07 $130.72 $165.87
June 1995 $329.63 $164.80 $200.15
June 1996 $482.96 $207.65 $284.02

JUNE 1991 JUNE 1992 JUNE 1993 JUNE 1994 JUNE 1995 JUNE 1996
----------- ----------- ----------- ----------- ----------- -----------

AmeriCredit $ 100.00 $ 80.48 $ 148.15 $ 174.07 $ 329.63 $ 462.96
S&P 500 $ 100.00 $ 113.42 $ 128.90 $ 130.72 $ 164.80 $ 207.65
S&P Financials $ 100.00 $ 127.07 $ 165.03 $ 165.97 $ 200.15 $ 284.02

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, 1996, all filing requirements
applicable to its executive officers and directors were met with the exception
that a Form 4 filed by Mr. Jones in November 1995 inadvertantly failed to
disclose a sale of 2,500 shares of Common Stock. Mr. Jones' November filing was
amended in February 1996 to include the omitted disclosure.

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

PROPOSAL TO APPROVE AND ADOPT THE 1996 LIMITED
STOCK OPTION PLAN FOR AMERICREDIT CORP.
(ITEM 2)

On April 23, 1996, the Stock Option/Compensation Committee of the Board of
Directors (the "Committee") approved the 1996 Limited Stock Option Plan for
AmeriCredit Corp. (the "1996 Plan"). The Board of Directors, in July 1996,
ratified the action of the Committee and directed that the 1996 Plan be
submitted to the shareholders of the Company for approval and adoption. The
material features of the 1996 Plan are discussed below but the description is
subject to, and is qualified in its entirety by, the full text of the 1996 Plan
attached as Appendix A to this Proxy Statement.

PURPOSE OF THE 1996 PLAN. As discussed above in the Report of the
Committee, the principal purpose of the 1996 Plan is to provide an incentive to
the top four 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 three-year period following adoption of the Plan.
In addition, the 1996 Plan will assist the Company in retaining the officers
most responsible for the continuing success of the Company.

GENERAL PLAN PROVISIONS. The 1996 Plan provides for a one-time grant of
nonincentive stock options to the Company's top four executive officers as set
forth in the following table:

1996 PLAN BENEFITS

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

Clifton H. Morris, Jr................................................................ $ 2,043,000 300,000
Chairman, CEO and President
Michael R. Barrington................................................................ $ 1,362,000 200,000
President and Chief Operating Officer--AFSI
Daniel E. Berce...................................................................... $ 1,362,000 200,000
Executive Vice President, CFO and Treasurer
Edward H. Esstman.................................................................... $ 1,021,500 150,000
Executive Vice President, Director of Consumer Finance--AFSI

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

(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
1996 Plan shall not exceed 850,000, 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 1996 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 19,
1996, the closing price of the Company's Common Stock on the New York Stock
Exchange was $17.75.

No additional stock options or other awards will be granted under the 1996
Plan and no employees of the Company other than Messrs. Morris, Barrington,
Berce and Esstman are eligible for participation under the 1996 Plan. If any
stock options granted under the 1996 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 1996 Plan.

EXERCISE PRICE OF STOCK OPTIONS. The exercise price of all stock options
granted under the 1996 Plan is $16 per share. The exercise price is equal to
approximately 110% of the closing price of the Company's

Common Stock on the New York Stock Exchange on April 22, 1996, the day
immediately preceding the date the 1996 Plan was adopted by the Committee.

EXERCISABILITY OF STOCK OPTIONS; ACCELERATED VESTING. Stock options granted
under the 1996 Plan become exercisable in full seven years after the date the
1996 Plan was adopted by the Committee, or April 23, 2003. However, all stock
options will be accelerated and become fully exercisable if, at any time before
April 23, 1999 (i.e., within three years after the Plan's adoption), the average
of the closing prices of the Company's Common Stock for a period of twenty
consecutive trading days equals or exceeds $25 per share. If the $25 per share
target is not attained in this manner before April 23, 1999, the opportunity for
accelerated vesting will terminate and the stock options will not become
exercisable until April 23, 2003.

ADMINISTRATION OF 1996 PLAN. The 1996 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 1996 Plan in its
administration of such Plan.

FEDERAL INCOME TAX CONSEQUENCES. The grant of nonincentive stock options
under the 1996 Plan will not result in income for the optionee 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 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 1996 Plan, all outstanding stock options will
become immediately exercisable. Stock options granted under the 1996 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 1996 Plan and all stock
options granted thereunder will be effective April 23, 1996 and will terminate
on April 23, 2006, 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 1996 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, changing the class of eligible participants, or
extending the termination date of the 1996 Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE 1996 LIMITED STOCK OPTION PLAN FOR AMERICREDIT CORP.

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 3)

The Board of Directors has selected Coopers & Lybrand L.L.P. as independent
public accountants for the Company to audit its consolidated financial
statements for the fiscal year ending June 30, 1997, 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 present
at the Annual Meeting in person or by proxy is necessary for the ratification of
the appointment by the Board of Directors of Coopers & Lybrand L.L.P. as
independent public accountants. Coopers & Lybrand L.L.P. served as the Company's
independent public accountants for the fiscal year ended June 30, 1996 and has
reported on the Company's consolidated financial statements for such year.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
Annual Meeting and will be afforded an opportunity to make a statement and will
be available to respond to appropriate questions from shareholders.

While shareholder ratification is not required for the selection of Coopers
& Lybrand L.L.P., since the Board of Directors has the responsibility for
selecting the Company's independent public accountants, 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 COOPERS &
LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 1997.

OTHER BUSINESS
(ITEM 4)

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

DATE FOR RECEIPT OF PROPOSALS

Any proposal to be presented by a shareholder at the Company's 1997 Annual
Meeting of Shareholders must be presented to the Company at least 120 days prior
to the date that the Company mails the notice of such meeting. It is estimated
that such deadline will be June 2, 1997, with the mailing of such notice to be
approximately September 30, 1997.

By Order of the Board of Directors

Chris A. Choate
SECRETARY

September 30, 1996
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.

APPENDIX A

1996 LIMITED STOCK OPTION PLAN
FOR
AMERICREDIT CORP.

1. PURPOSE. The purpose of this Plan is to advance the interests 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) "ACHIEVEMENT DATE" shall mean the business day following the
conclusion of any period of 20 consecutive trading days during which the
average of the Closing Prices of the Shares for such 20 day period is equal
to or greater than $25.00.

(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.

(d) "CAUSE" shall mean the Optionee's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole
discretion.

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

(f) "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 price 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 bid and low asked
quotations for such day on such system.

(g) "COMMITTEE" shall mean the Stock Option/Compensation Committee of
the Board, provided it shall have at least 3 members, all of whom are
Disinterested Directors, at the time of reference, and if it does not have 3
members, then it shall mean the Board.

(h) "COMPANY" shall mean AmeriCredit Corp.

(i) "DATE OF GRANT" shall mean April 23, 1996, which is the date as of
which the Committee took formal action to approve the grant of the Options.

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

(k) "DISINTERESTED DIRECTOR" shall mean a Director who is a
"disinterested person" as that term is defined in Rule 16b-3 of the 1934 Act
or any similar rule which may subsequently be in effect.

(l) "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.

(m) "EFFECTIVE DATE" shall mean April 23, 1996.

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(n) "ELIGIBLE PERSON" shall mean each of Clifton H. Morris, Jr.,
Michael R. Barrington, Daniel E. Berce, and Edward H. Esstman.

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

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

(q) "OPTION PRICE" shall mean $16.00 per Share, which was
approximately 110% of the Closing Price on the Date of Grant.

(r) "PLAN" shall mean this 1996 Limited Stock Option Plan For
AmeriCredit Corp.

(s) "PLAN YEAR" shall mean the 12 month period beginning April 23,
1996, and each April 23 thereafter, and ending on each succeeding April 22.

(t) "SHARE(S)" shall mean a share or shares of the common stock, par
value $.01 per share, of the Company.

(u) "VESTING DATE" shall mean the earlier of (i) April 23, 2003, and
(ii) the first day following an Achievement Date occurring prior to April
24, 1999.

(v) "1933 ACT" shall mean the Securities Act of 1933, as amended.

(w) "1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.

3. AVAILABLE SHARES. As of the Effective Date, Eight Hundred Fifty
Thousand (850,000) 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 Persons have 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 and from an independent compensation consultant with
regard to these matters.

(b) The Options granted to Eligible Persons are in addition to regular
salaries, pension, 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.

(d) Notwithstanding any provision hereof to the contrary, each Option is
issued, in part, as compensation for past services rendered.

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5. GRANT OF OPTIONS. As of the Date of Grant, the Committee has granted
Options, exercisable at the Option Price, to Eligible Persons to purchase the
following number of Available Shares:

AVAILABLE
SHARES
SUBJECT TO
ELIGIBLE PERSON OPTION
- ----------------------------------------------------------------------------- ---------------

Clifton H. Morris Jr......................................................... 300,000

Michael R. Barrington........................................................ 200,000

Daniel E. Berce.............................................................. 200,000

Edward H. Esstman............................................................ 150,000

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 of any Available Shares
purchased 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 Available 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
Available Shares as to which the Option is exercised has been made.

8. EXERCISABILITY OF OPTIONS. An Option shall not be exercisable in whole
or in part until the Vesting Date, after which it shall be fully exercisable.

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) the tenth (10th) anniversary of the Date of Grant.

(b) The Committee may, by giving written notice ("CANCELLATION NOTICE"),
cancel, effective upon the date of the consummation of any of the transactions
described in SUBSECTION 10(A) of the Plan, 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 shareholder
approval of such corporate transaction.

10. ACCELERATION ON CHANGE IN CONTROL. (a) In the event of a change in
control of the Company (as hereafter defined) all Options shall become fully
exercisable (hereafter, in this Section, "accelerated"). As

A-3

used herein, the term "change in control of the Company" shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(b)(2) of the Exchange Act) becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 30% of more of the
combined voting power of the Company's then outstanding securities, (ii) during
any period of 12 months, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute a majority thereof
unless the election, or the nomination for election by the Company's
shareholders, of each new Director was approved by a vote of at least a majority
of the Directors then still in office who were Directors at the beginning of the
period or (iii) a person (as defined in clause (i) above) acquires (or, during
the 12-month period ending on the date of the most recent acquisition by such
person or group of persons, has acquired), gross assets of the Company that have
an aggregate fair market value greater than or equal to 50% of the fair market
value of all of the gross assets of the Company immediately prior to such
acquisition or acquisitions.

(b) Notwithstanding any provisions hereof to the contrary, if an Option is
accelerated, the portion of the Option which is accelerated may, in the
discretion of the Committee, be limited to that portion which can be accelerated
without causing the Optionee to have an "excess parachute payment" as determined
under section 280G of the Code, determined by taking into account all of
Optionee's "parachute payments" determined under section 280G of the Code, all
as reasonably determined by the Committee.

11. ADJUSTMENT OF AVAILABLE SHARES. If at any time while the Plan is in
effect or Options with respect to Available Shares are outstanding, there 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 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

(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 subject
to the Option remains the same and, (ii) so far as possible, as reasonably
determined by the Committee in its sole discretion, the economic benefit to
the Optionee provided by the Option and the Shares acquired upon the
exercise of 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 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, Available Shares
subject to Options granted under the Plan.

(d) Without limiting the generality of the foregoing, the existence of
outstanding Options with respect to Available Shares granted under the Plan
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.

A-4

12. TRANSFERABILITY OF OPTIONS. Each Option shall provide that such Option
shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, or, if so provided in the Option, (a) that such Option
is transferable, in whole or in part, without payment of consideration, to
immediate family members of the Optionee, to trusts for such family members, or
to partnerships whose only partners are such family members, or (b) 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 such case that no further transfer by any such
permitted transferee(s) shall be permitted); provided, further, that in each
case 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 rights set
forth in such Option.

13. ISSUANCE OF SHARES. No Optionee or other person shall be, or have any
of the rights or privileges of, the owner of Shares subject to an Option unless
and until certificates representing such Shares shall have been issued and
delivered to such Optionee or other person. As a condition of any issuance of
Shares, the Committee may obtain such agreements or undertakings, if any, as the
Committee may deem necessary 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 person Optionee such
Shares to the Company, at the time any Shares are transferred, that he is
acquiring the Shares to be issued to him for investment 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 OF THE PLAN. The Plan shall be administered by the
Committee and, except for the powers reserved to the Board in SECTION 17 hereof,
the Committee shall have all of the administrative powers under Plan.

(a) The Committee, from time to time, may adopt rules and regulations for
carrying out the purposes of the Plan and, without limitation, may delegate all
of what, in its sole discretion, it determines to be ministerial duties to an
officer of the Company. 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 discretion, and shall be final and conclusive.

(b) Any and all determinations and interpretations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
duly called, with at least 3 days prior notice and a general explanation of the
subject matter given to each member, or (ii) without a meeting, by the written
approval of all members of the Committee.

(c) 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

A-5

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 Available 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 the Plan or any Option; provided, however, that no such amendment may,
without approval by the shareholders of the Company and/or to the extent
provided in Section 11 hereof, (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 10-year 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 suspension 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.

18. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective as of
its Effective Date, and shall terminate on the tenth anniversary of such
Effective Date.

AMERICREDIT CORP.

By:

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

Title:

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

A-6

AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Clifton H. Morris, Jr. and Chris A.
Choate, 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 18,
1996, at the Annual Meeting of Shareholders of the Company to be held on
November 13, 1996, and any adjournments thereof.

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

-- FOLD AND DETACH HERE --

Please mark
your votes as /X/
indicated in
this example

1. Proposal to elect as Directors of the Company the following persons to
hold office until the next annual election of Directors by the shareholders
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. Esstman, Gerald W. Haddock, Douglas K. Higgins, James H.
Greer, Kenneth H. Jones, Jr.

(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)

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

2. Proposal to approve the 1996 Limited Stock Option Plan for AmeriCredit
Corp.

FOR AGAINST ABSTAIN
/ / / / / /

3. Proposal to ratify the appointment of Coopers & Lybrand as accountants for
the fiscal year ending June 30, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

4. 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: ______________________________ , 1996

____________________________________________
Signature
____________________________________________
Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.

-- FOLD AND DETACH HERE --