Exhibit 10.2

                                 AMENDMENT NO. 1

                          dated as of November 1, 2003

                                      among

                     AMERICREDIT MTN RECEIVABLES TRUST III,
                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,
                          as Servicer and as Custodian,

                           MBIA INSURANCE CORPORATION,
                                 as Note Insurer

                         MERIDIAN FUNDING COMPANY, LLC,
                                  as Purchaser

                                       and

                              JPMORGAN CHASE BANK,
                               as Collateral Agent

                                       to

                        SERVICING AND CUSTODIAN AGREEMENT

                          dated as of February 25, 2002



          AMENDMENT NO. 1, dated as of November 1, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST III (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., in its capacities as Servicer (in such capacity, the "Servicer")
and Custodian (in such capacity the "Custodian"), MBIA INSURANCE CORPORATION, as
Note Insurer (the "Note Insurer"), MERIDIAN FUNDING COMPANY, LLC, as Purchaser
(the "Purchaser"), and JPMorgan Chase Bank, as Collateral Agent (the "Collateral
Agent"), to the Servicing and Custodian Agreement dated as of February 25, 2002
(the "Servicing Agreement"), among AFS, as Servicer and Custodian, the Debtor
and the Collateral Agent.

          WHEREAS, Section 6.7(a) of the Servicing Agreement permits amendment
of the Servicing Agreement by the Debtor, the Servicer, the Custodian, the Note
Insurer, the Purchaser and the Collateral Agent (the "Parties") upon the terms
and conditions specified therein;

          WHEREAS, the Parties wish to amend the Servicing Agreement.

          NOW, THEREFORE, the Parties agree that the Servicing Agreement is
hereby amended effective as of the date hereof as follows:

     Section 1. Definitions. Each term used but not defined herein shall have
the meaning assigned to such term in the Servicing Agreement.

     Section 2. Amendment to Section 2.2 (Collection of Receivable Payments;
Modifications of Receivables; Lock-Box Agreements). Clause (d) of Section 2.2 is
deleted in its entirety and is replaced with the following:

          (d) The Servicer shall remit all payments by or on behalf of the
Obligors received directly by the Servicer to the Lock-Box Bank for deposit into
the Lock-Box Account and for transfer to the Collection Account in accordance
with Section 2.2(c) hereof, in either case, as soon as practicable, but in no
event later than the second Business Day after receipt thereof.

     Section 3. Separate Counterparts. This Amendment may be executed by the
Parties in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

     Section 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
CONFLICTS OF LAW PROVISIONS.

     Section 5. Binding Effect; Ratification of Servicing Agreement.

     (a) This Amendment shall become effective as of the date first set forth
above, when counterparts hereof shall have been executed and delivered by the
parties hereto, and thereafter shall be binding on the parties hereto and their
respective successors and assigns.



     (b) On and after the execution and delivery hereof, (i) this Amendment
shall be a part of the Servicing Agreement and (ii) each reference in any
Transaction Document (as defined in the Insurance Agreement) to the Servicing
Agreement shall mean and be a reference to the Servicing Agreement as amended
hereby.

     (c) Except as expressly amended hereby, all provisions of the Servicing
Agreement shall remain in full force and effect and are hereby ratified and
confirmed by the parties hereto.

                                       2



          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.

                           AMERICREDIT MTN RECEIVABLES TRUST III

                           By: DEUTSCHE BANK TRUST COMPANY
                               DELAWARE, not in its individual capacity but
                               solely as Owner Trustee on behalf of the Issuer


                           By:
                               -------------------------------------------------
                               Name:
                               Title:


                           AMERICREDIT FINANCIAL SERVICES, INC.,
                              as Servicer and as Custodian


                           By:
                               -------------------------------------------------
                               Name:
                               Title:


                           MBIA INSURANCE CORPORATION,
                              as Note Insurer,


                           By
                              --------------------------------------------------
                              Name:
                              Title:


                           MERIDIAN FUNDING COMPANY, LLC,
                              as Purchaser


                           By
                              --------------------------------------------------
                              Name:
                              Title:


                           JPMORGAN CHASE BANK,
                              as Collateral Agent


                           By
                              --------------------------------------------------
                              Name:
                              Title: