<PAGE>

 As filed with the Securities and Exchange Commission on February 21, 1996

                                           Registration No. 33-_________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                AMERICREDIT CORP.
             (Exact name of registrant as specified in its charter)

             Texas                                             75-2291093
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

       200 Bailey Avenue
       Fort Worth, Texas                                          76107
(Address of principal executive offices)                       (Zip Code)



           1995 OMNIBUS STOCK AND INCENTIVE PLAN FOR AMERICREDIT CORP.
                            (Full title of the plan)




            Chris A. Choate                                Copy to:
            General Counsel                            L. Steven Leshin
           AmeriCredit Corp.                       Jenkens & Gilchrist, P.C.
           200 Bailey Avenue                           1445 Ross Avenue
        Fort Worth, Texas 76107                           Suite 3200
            (817) 322-7000                           Dallas, Texas  75202
  (Name, address and telephone number
including area code of agent for service)


<PAGE>


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                PROPOSED      PROPOSED
  TITLE OF                      MAXIMUM        MAXIMUM
 SECURITIES     AMOUNT TO       OFFERING      AGGREGATE      AMOUNT OF
   TO BE      BE REGISTERED    PRICE PER       OFFERING     REGISTRATION
 REGISTERED       (1)(2)      SHARE (3)(4)   PRICE (3)(4)      FEE (4)
<S>            <C>              <C>           <C>            <C>
  Common        2,000,000        $12.25      $24,500,000     $8,448.28

</TABLE>

     (1)  Shares reserved for issuance under the  1995 Omnibus Stock and
Incentive Plan for AmeriCredit Corp. (the "Plan").
     (2)  Pursuant to Rule 416, additional shares of Common Stock issuable under
the Plan in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered hereunder.
     (3)  Estimated solely for the purpose of calculating the registration fee.
     (4)  Calculated pursuant to Rule 457(c) and (h).  Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
2,000,000 shares of Common Stock reserved for issuance at a price per share of
$12.25, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 15, 1996.

<PAGE>

                                  PART II

              INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1)  the registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, filed with the Commission;

     (2)  the registrant's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1995 and December 31, 1995, filed with the Commission;

     (3)  the description of the Common Stock, par value $.01 per share, of the
registrant (the "Common Stock") set forth in the Registration Statement on Form
8-A, filed with the Commission on December 5, 1990, including any amendment or
report filed for the purpose of updating such description; and

     (4)  all documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

Item 6.   Indemnification of Directors and Officers.

     Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances.  Reference
is made to Article VIII of the Articles of Incorporation of the registrant, as
amended, incorporated by reference herein as Exhibit 4.1 and Article VIII of the
Bylaws of the registrant incorporated by reference herein as Exhibit 4.2, each
of which provides for broad indemnification of directors and officers.

     Reference is also made to Article IX of the registrant's Articles of
Incorporation, contained in Exhibit 4.1, which eliminates the liabilities of
directors to the registrant and its shareholders in certain circumstances.

<PAGE>

Item 8.   Exhibits.

     (a)  Exhibits

            The following documents are filed as a part of this
registration statement.

Exhibit                       Description of Exhibit

 4.1        Articles of Incorporation of AmeriCredit Corp., as amended
            to date (incorporated by reference to Exhibits 3.1, 3.2 and
            3.3 of the registrant's Annual Report on Form 10-K for the
            fiscal year ended June 30, 1995).

 4.2        Bylaws of AmeriCredit Corp. (incorporated by reference to
            Exhibit 3.4 of the registrant's Annual Report on Form 10-K
            for the fiscal year ended June 30, 1995).

 4.3        Copy of the 1995 Omnibus Stock and Incentive Plan for
            AmeriCredit Corp.

 5.1        Opinion of Jenkens & Gilchrist, P.C.

23.1        Consent of Jenkens & Gilchrist, P.C. (included in their
            opinion filed as Exhibit 5.1).

23.2        Consent of Coopers & Lybrand L.L.P.

24.1        Power of Attorney (see signature page of this Registration
            Statement - Page II-5).

Item 9.   Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material
     change to such information in the registration statement;

          (2)  that, for the purpose of determining any liability under the
     Securities Act of 1933, as amended (the "Securities Act"), each such
     post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof; and

          (3)  to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining

<PAGE>

any liability under the Securities Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of any employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

<PAGE>

                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, Texas, on February 19,
1996.

                                     AMERICREDIT CORP.



                                     By: /s/ Clifton H. Morris, Jr.
                                         Clifton H. Morris, Jr., Chairman of
                                         the Board, Chief Executive Officer and
                                         President




                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Clifton H. Morris, Jr. and Chris A.
Choate, and each of  them, his true and lawful attorney-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<PAGE>


     Signature                    Capacity                        Date

                            Chairman of the Board,
                            Chief Executive Officer and
/s/ Clifton H. Morris, Jr   President (Principal              February 19, 1996
Clifton H. Morris, Jr.      Executive Officer)

                            Executive Vice President, Chief
                            Financial Officer, Treasurer
                            and Director (Principal
/s/ Daniel E. Berce         Financial and Accounting          February 19, 1996
Daniel E. Berce             Officer)

/s/ Michael R. Barrington   Executive Vice President          February 19, 1996
Michael R. Barrington       and Director

/s/ Edward H. Esstman       Senior Vice President, Chief      February 19, 1996
Edward H. Esstman           Credit Officer and Director

______________________      Director                          February __, 1996
James H. Greer

/s/ Kenneth H. Jones, Jr.   Director                          February 19, 1996
Kenneth H. Jones, Jr.

______________________      Director                          February __, 1996
Gerald W. Haddock

______________________      Director                          February __, 1996
Douglas K. Higgins


<PAGE>

                              INDEX TO EXHIBITS


                                                               Sequentially
Exhibit                                                          Numbered
  No.                    Description of Exhibit                    Page

 4.1      Articles of Incorporation of AmeriCredit Corp., as
           amended to date (incorporated by reference to
           Exhibits 3.1, 3.2 and 3.3 of the registrant's Annual
           Report on Form 10-K for the fiscal year ended
           June 30, 1995.

 4.2      Bylaws of AmeriCredit Corp. (incorporated by
           reference to Exhibit 3.4 of the registrant's Annual
           Report on Form 10-K for the fiscal year ended
           June 30, 1995.

 4.3      Copy of the 1995 Omnibus Stock and Incentive
           Plan for AmeriCredit Corp.

 5.1      Opinion of Jenkens & Gilchrist, P.C.


23.1      Consent of Jenkens & Gilchrist, P.C. (included in
           their opinion filed as Exhibit 5.1).

23.2      Consent of Coopers & Lybrand L.L.P.


24.1      Power of Attorney (see signature page of this
           Registration Statement - Page II-5).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 13543}]
{"company-data": {"conformed-name": "AMERICREDIT CORP", "cik": "0000804269", "assigned-sic": "6141", "irs-number": "752291093", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01111", "film-number": "96523558"}, "business-address": {"street1": "200 BAILEY AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107", "phone": "817-332-70"}, "mail-address": {"street1": "200 BAILEY AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107"}, "former-company": {"former-conformed-name": "URCARCO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 21, 1996

                                           Registration No. 33-_________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                AMERICREDIT CORP.
             (Exact name of registrant as specified in its charter)

             Texas                                             75-2291093
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

       200 Bailey Avenue
       Fort Worth, Texas                                          76107
(Address of principal executive offices)                       (Zip Code)

           1995 OMNIBUS STOCK AND INCENTIVE PLAN FOR AMERICREDIT CORP.
                            (Full title of the plan)

            Chris A. Choate                                Copy to:
            General Counsel                            L. Steven Leshin
           AmeriCredit Corp.                       Jenkens & Gilchrist, P.C.
           200 Bailey Avenue                           1445 Ross Avenue
        Fort Worth, Texas 76107                           Suite 3200
            (817) 322-7000                           Dallas, Texas  75202
  (Name, address and telephone number
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED      PROPOSED
  TITLE OF                      MAXIMUM        MAXIMUM
 SECURITIES     AMOUNT TO       OFFERING      AGGREGATE      AMOUNT OF
   TO BE      BE REGISTERED    PRICE PER       OFFERING     REGISTRATION
 REGISTERED       (1)(2)      SHARE (3)(4)   PRICE (3)(4)      FEE (4)
Common        2,000,000        $12.25      $24,500,000     $8,448.28
(1)  Shares reserved for issuance under the  1995 Omnibus Stock and
Incentive Plan for AmeriCredit Corp. (the "Plan").
     (2)  Pursuant to Rule 416, additional shares of Common Stock issuable under
the Plan in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered hereunder.
     (3)  Estimated solely for the purpose of calculating the registration fee.
     (4)  Calculated pursuant to Rule 457(c) and (h).  Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
2,000,000 shares of Common Stock reserved for issuance at a price per share of
$12.25, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 15, 1996.
PART II

              INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1)  the registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, filed with the Commission;

     (2)  the registrant's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1995 and December 31, 1995, filed with the Commission;

     (3)  the description of the Common Stock, par value $.01 per share, of the
registrant (the "Common Stock") set forth in the Registration Statement on Form
8-A, filed with the Commission on December 5, 1990, including any amendment or
report filed for the purpose of updating such description; and

     (4)  all documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

Item 6.   Indemnification of Directors and Officers.

     Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances.  Reference
is made to Article VIII of the Articles of Incorporation of the registrant, as
amended, incorporated by reference herein as Exhibit 4.1 and Article VIII of the
Bylaws of the registrant incorporated by reference herein as Exhibit 4.2, each
of which provides for broad indemnification of directors and officers.

     Reference is also made to Article IX of the registrant's Articles of
Incorporation, contained in Exhibit 4.1, which eliminates the liabilities of
directors to the registrant and its shareholders in certain circumstances.
Item 8.   Exhibits.

     (a)  Exhibits

            The following documents are filed as a part of this
registration statement.

Exhibit                       Description of Exhibit

 4.1        Articles of Incorporation of AmeriCredit Corp., as amended
            to date (incorporated by reference to Exhibits 3.1, 3.2 and
            3.3 of the registrant's Annual Report on Form 10-K for the
            fiscal year ended June 30, 1995).

 4.2        Bylaws of AmeriCredit Corp. (incorporated by reference to
            Exhibit 3.4 of the registrant's Annual Report on Form 10-K
            for the fiscal year ended June 30, 1995).

 4.3        Copy of the 1995 Omnibus Stock and Incentive Plan for
            AmeriCredit Corp.

 5.1        Opinion of Jenkens & Gilchrist, P.C.

23.1        Consent of Jenkens & Gilchrist, P.C. (included in their
            opinion filed as Exhibit 5.1).

23.2        Consent of Coopers & Lybrand L.L.P.

24.1        Power of Attorney (see signature page of this Registration
            Statement - Page II-5).

Item 9.   Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material
     change to such information in the registration statement;

          (2)  that, for the purpose of determining any liability under the
     Securities Act of 1933, as amended (the "Securities Act"), each such
     post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof; and

          (3)  to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining
any liability under the Securities Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of any employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, Texas, on February 19,
1996.

                                     AMERICREDIT CORP.

                                     By: /s/ Clifton H. Morris, Jr.
                                         Clifton H. Morris, Jr., Chairman of
                                         the Board, Chief Executive Officer and
                                         President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Clifton H. Morris, Jr. and Chris A.
Choate, and each of  them, his true and lawful attorney-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                    Capacity                        Date

                            Chairman of the Board,
                            Chief Executive Officer and
/s/ Clifton H. Morris, Jr   President (Principal              February 19, 1996
Clifton H. Morris, Jr.      Executive Officer)

                            Executive Vice President, Chief
                            Financial Officer, Treasurer
                            and Director (Principal
/s/ Daniel E. Berce         Financial and Accounting          February 19, 1996
Daniel E. Berce             Officer)

/s/ Michael R. Barrington   Executive Vice President          February 19, 1996
Michael R. Barrington       and Director

/s/ Edward H. Esstman       Senior Vice President, Chief      February 19, 1996
Edward H. Esstman           Credit Officer and Director

______________________      Director                          February __, 1996
James H. Greer

/s/ Kenneth H. Jones, Jr.   Director                          February 19, 1996
Kenneth H. Jones, Jr.

______________________      Director                          February __, 1996
Gerald W. Haddock

______________________      Director                          February __, 1996
Douglas K. Higgins
INDEX TO EXHIBITS

                                                               Sequentially
Exhibit                                                          Numbered
  No.                    Description of Exhibit                    Page

 4.1      Articles of Incorporation of AmeriCredit Corp., as
           amended to date (incorporated by reference to
           Exhibits 3.1, 3.2 and 3.3 of the registrant's Annual
           Report on Form 10-K for the fiscal year ended
           June 30, 1995.

 4.2      Bylaws of AmeriCredit Corp. (incorporated by
           reference to Exhibit 3.4 of the registrant's Annual
           Report on Form 10-K for the fiscal year ended
           June 30, 1995.

 4.3      Copy of the 1995 Omnibus Stock and Incentive
           Plan for AmeriCredit Corp.

 5.1      Opinion of Jenkens & Gilchrist, P.C.

23.1      Consent of Jenkens & Gilchrist, P.C. (included in
           their opinion filed as Exhibit 5.1).

23.2      Consent of Coopers & Lybrand L.L.P.

24.1      Power of Attorney (see signature page of this
           Registration Statement - Page II-5).