<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             COMPUCREDIT CORPORATION
               (Exact name of issuer as specified in its charter)

<TABLE>
        <S>                                                                    <C>
                          GEORGIA                                                   58-2336689
              (State or other jurisdiction of                                    (I.R.S. Employer
              incorporation or organization)                                   Identification No.)

               ONE RAVINIA DRIVE, SUITE 500                                           30346
                     ATLANTA, GEORGIA                                               (Zip Code)
         (Address of principal executive offices)
</TABLE>

                             COMPUCREDIT CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 DAVID G. HANNA
                                    PRESIDENT
                          ONE RAVINIA DRIVE, SUITE 500
                             ATLANTA, GEORGIA 30346
                                 (770) 206-6200
 (Name, address and telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------- --------------- ------------------- ---------------------- ----------------
<S>                                      <C>             <C>                 <C>                    <C>
                                                          Proposed maximum         Proposed
          Title of securities             Amount to be     offering price      maximum aggregate       Amount of
         to be registered (1)            registered (2)    per share (3)      offering price (3)     registration
                                                                                                          fee
---------------------------------------- --------------- ------------------- ---------------------- ----------------
Common Stock, no par value                  150,000
                                             shares            $31.82             $4,773,000            $1,260
---------------------------------------- --------------- ------------------- ---------------------- ----------------
</TABLE>
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended (the "Securities Act"), this Registration Statement also
         covers an indeterminate amount of interests to be offered pursuant to
         the employee benefit plan described herein.
(2)      Pursuant to Rule 416(a) under the Securities Act, includes an
         indeterminate number of additional shares which may be offered and
         issued to prevent dilution resulting from stock splits, stock dividends
         or similar transactions.
(3)      Pursuant to Rule 457(h)(1) under the Securities Act, the offering price
         is estimated solely for the purpose of calculating the registration fee
         on the basis of the average of the high and low prices of the
         Registrant's Common Stock on December 9, 1999 as reported by the Nasdaq
         National Market.

================================================================================



<PAGE>


         PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    PLAN INFORMATION.+

Item 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.+

+    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     the Note to Part I of Form S-8.

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Securities and Exchange
Commission (the "SEC") shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
document.

         (a) The Registrant's prospectus dated April 22, 1999, filed pursuant
to Rule 424(b) of the Securities Act on April 23, 1999 (Reg. No. 333-69879);

         (b) The Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended June 30, 1999, March 31, 1999 and September 30, 1999; and

         (c) The description of the Common Stock included in the Registrant's
Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") on April 12, 1999
(SEC File No. 0-25751), including any amendment or report filed for the purpose
of updating such description.


         All documents filed with the SEC subsequent to the date of this
registration statement by the undersigned Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective
amendment hereto which indicates that all shares of Common Stock offered hereby
have been sold or which deregisters any shares of such Common Stock then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective dates of
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this Registration Statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


                                       2
<PAGE>


Item 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Georgia Business Corporation Code (the "GBCC") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, provided that no provisions shall eliminate or
limit the liability of a director: (i) for any appropriation, in violation of
his duties, of any business opportunity of the corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful corporate distributions; or (iv) for any transaction from
which the director received an improper personal benefit. This provision
pertains only to breaches of duty by directors in their capacity as directors
(and not in any other corporate capacity, such as officers) and limits liability
only for breaches of fiduciary duties under the GBCC (and not for violation of
other laws, such as the federal securities laws. The Amended and Restated
Articles of Incorporation exonerate the directors of the Company from monetary
liability to the extent permitted by this statutory provision.

         The Company's Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws also provide that the Company shall indemnify any
director, and may indemnify any officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
any action by or in the right of the Company), by reason of the fact that such
person is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company (and with respect to any criminal action or proceeding,
if such person had no reasonable cause to believe such person's conduct was
unlawful), to the maximum extent permitted by, and in the manner provided by,
the GBCC.

         In addition, the Amended and Restated Bylaws provide that the Company
will advance to its directors, and may advance to its officers, reasonable
expenses of any such proceeding; provided that, such person furnishes the
Company with (i) a written affirmation of such person's good faith belief that
such person has met the applicable standard of conduct and (ii) a written
undertaking to repay any advances if it is ultimately determined that such
person is not entitled to indemnification. Notwithstanding any provision of the
Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws to the contrary, the GBCC provides that the Company shall not
indemnify a director or officer for any liability incurred in a proceeding in
which the director or officer is adjudged liable to the Company or is subjected
to




                                       3
<PAGE>

injunctive relief in favor of the Company: (i) for any appropriation, in
violation of his duties, of any business opportunity of the Company; (ii) for
acts or omissions which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful corporate distributions; and (iv) for any transaction
from which the director or officer received an improper personal benefit. The
Company also maintains a directors' and officers' liability insurance policy
which insures its directors and officers against such liabilities as are
customarily covered by such policies.

         The foregoing summaries are necessarily subject to the complete text of
the statutes, Amended and Restated Articles of Incorporation, Amended and
Restated Bylaws and agreements referred to above and are qualified in their
entirety by reference thereto.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.           EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

EXHIBITS:

4.1               Amended and Restated Articles of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form S-1 (File No.
                  333-62327), filed with the SEC on August 27, 1998)

4.2               Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 to the Registrant's Registration
                  Statement on Form S-1 (File No. 333-62327), filed with the SEC
                  on August 27, 1998)

4.3               CompuCredit Corporation Employee Stock Purchase Plan.

23.1              Consent of Ernst & Young LLP.

24.1              Power of Attorney (included on the signature pages of this
                  Registration Statement).


Item 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) 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.


                                       4
<PAGE>

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

         (c) 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.

         (d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of each of the Securities Exchange Act of 1934) 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.

         (e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       5
<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
of the requirements for filing on Form S-8 and it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on December 14, 1999.

                             COMPUCREDIT CORPORATION


                             By:      /s/ David G. Hanna
                                      -----------------------------
                                      David G. Hanna
                                      President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Hanna and Brett M. Samsky, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him or her and in his or her
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 other 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 and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
         SIGNATURE                                   TITLE                                       DATE

<S>                                      <C>                                                   <C>
/s/ David G. Hanna                       President and Chairman of the Board                   December 9 , 1999
------------------------------------
David G. Hanna                           (Principal Executive Officer)


/s/ Brett M. Samsky                      Chief Financial Officer                               December 9 , 1999
------------------------------------
Brett M. Samsky                          (Principal Financial Officer)


/s/ Ashley L. Johnson                    Treasurer and Controller                              December 9 , 1999
------------------------------------
Ashley L. Johnson                        (Principal Accounting Officer)

/s/ Richard W. Gilbert                   Director                                              December 9 , 1999
------------------------------------
Richard W. Gilbert
</TABLE>



                                       6
<PAGE>

<TABLE>
<S>                                      <C>                                                   <C>
/s/ Frank J. Hanna, III                  Director                                              December 9 , 1999
------------------------------------
Frank J. Hanna, III


/s/ Richard E. Huddleston                Director                                              December 9, 1999
---------------------------
Richard E. Huddleston


/s/ Gail Coutcher Hughes                 Director                                              December 4, 1999
---------------------------
Gail Coutcher Hughes


/s/ James P. Kelly, III                  Director                                              December 9, 1999
------------------------------------
James P. Kelly, III


/s/ Mack F. Mattingly                    Director                                              December 9 , 1999
------------------------------------
Mack F. Mattingly


/s/ Thomas G. Rosencrants                Director                                              December 9 , 1999
---------------------------
Thomas G. Rosencrants
</TABLE>


         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on December 9 , 1999.

                                    COMPUCREDIT CORPORATION
                                    EMPLOYEE STOCK PURCHASE PLAN


                                    By:/s/ Brett M.  Samsky
                                       ----------------------




                                       7
<PAGE>



                                  EXHIBIT INDEX

Exhibits

4.1               Amended and Restated Articles of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form S-1 (File No.
                  333-62327), filed with the SEC on August 27, 1998)

4.2               Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 to the Registrant's Registration
                  Statement on Form S-1 (File No. 333-62327), filed with the SEC
                  on August 27, 1998)

4.3               CompuCredit Corporation Employee Stock Purchase Plan.

23.1              Consent of Ernst & Young LLP.

24.1              Power of Attorney (included on the signature pages of this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20764}]
{"company-data": {"conformed-name": "COMPUCREDIT CORP", "cik": "0001068199", "assigned-sic": "6141", "irs-number": "582336689", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92889", "film-number": "99775915"}, "business-address": {"street1": "TWO RAVINIA DR", "street2": "SUITE 1750", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "7709015840"}, "mail-address": {"street1": "TWO RAVINIA DR", "street2": "SUITE 1750", "city": "ATLANTA", "state": "GA", "zip": "30346"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             COMPUCREDIT CORPORATION
               (Exact name of issuer as specified in its charter)
GEORGIA                                                   58-2336689
              (State or other jurisdiction of                                    (I.R.S. Employer
              incorporation or organization)                                   Identification No.)

               ONE RAVINIA DRIVE, SUITE 500                                           30346
                     ATLANTA, GEORGIA                                               (Zip Code)
         (Address of principal executive offices)
COMPUCREDIT CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 DAVID G. HANNA
                                    PRESIDENT
                          ONE RAVINIA DRIVE, SUITE 500
                             ATLANTA, GEORGIA 30346
                                 (770) 206-6200
 (Name, address and telephone number, including area code, of agent for service)
--------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------- --------------- ------------------- ---------------------- ----------------
Proposed maximum         Proposed
          Title of securities             Amount to be     offering price      maximum aggregate       Amount of
         to be registered (1)            registered (2)    per share (3)      offering price (3)     registration
                                                                                                          fee
---------------------------------------- --------------- ------------------- ---------------------- ----------------
Common Stock, no par value                  150,000
                                             shares            $31.82             $4,773,000            $1,260
---------------------------------------- --------------- ------------------- ---------------------- ----------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended (the "Securities Act"), this Registration Statement also
         covers an indeterminate amount of interests to be offered pursuant to
         the employee benefit plan described herein.
(2)      Pursuant to Rule 416(a) under the Securities Act, includes an
         indeterminate number of additional shares which may be offered and
         issued to prevent dilution resulting from stock splits, stock dividends
         or similar transactions.
(3)      Pursuant to Rule 457(h)(1) under the Securities Act, the offering price
         is estimated solely for the purpose of calculating the registration fee
         on the basis of the average of the high and low prices of the
         Registrant's Common Stock on December 9, 1999 as reported by the Nasdaq
         National Market.

================================================================================
PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    PLAN INFORMATION.+

Item 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.+

+    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     the Note to Part I of Form S-8.

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Securities and Exchange
Commission (the "SEC") shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
document.

         (a) The Registrant's prospectus dated April 22, 1999, filed pursuant
to Rule 424(b) of the Securities Act on April 23, 1999 (Reg. No. 333-69879);

         (b) The Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended June 30, 1999, March 31, 1999 and September 30, 1999; and

         (c) The description of the Common Stock included in the Registrant's
Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") on April 12, 1999
(SEC File No. 0-25751), including any amendment or report filed for the purpose
of updating such description.

         All documents filed with the SEC subsequent to the date of this
registration statement by the undersigned Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective
amendment hereto which indicates that all shares of Common Stock offered hereby
have been sold or which deregisters any shares of such Common Stock then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective dates of
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this Registration Statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                       2
Item 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Georgia Business Corporation Code (the "GBCC") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, provided that no provisions shall eliminate or
limit the liability of a director: (i) for any appropriation, in violation of
his duties, of any business opportunity of the corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful corporate distributions; or (iv) for any transaction from
which the director received an improper personal benefit. This provision
pertains only to breaches of duty by directors in their capacity as directors
(and not in any other corporate capacity, such as officers) and limits liability
only for breaches of fiduciary duties under the GBCC (and not for violation of
other laws, such as the federal securities laws. The Amended and Restated
Articles of Incorporation exonerate the directors of the Company from monetary
liability to the extent permitted by this statutory provision.

         The Company's Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws also provide that the Company shall indemnify any
director, and may indemnify any officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
any action by or in the right of the Company), by reason of the fact that such
person is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company (and with respect to any criminal action or proceeding,
if such person had no reasonable cause to believe such person's conduct was
unlawful), to the maximum extent permitted by, and in the manner provided by,
the GBCC.

         In addition, the Amended and Restated Bylaws provide that the Company
will advance to its directors, and may advance to its officers, reasonable
expenses of any such proceeding; provided that, such person furnishes the
Company with (i) a written affirmation of such person's good faith belief that
such person has met the applicable standard of conduct and (ii) a written
undertaking to repay any advances if it is ultimately determined that such
person is not entitled to indemnification. Notwithstanding any provision of the
Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws to the contrary, the GBCC provides that the Company shall not
indemnify a director or officer for any liability incurred in a proceeding in
which the director or officer is adjudged liable to the Company or is subjected
to

                                       3
injunctive relief in favor of the Company: (i) for any appropriation, in
violation of his duties, of any business opportunity of the Company; (ii) for
acts or omissions which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful corporate distributions; and (iv) for any transaction
from which the director or officer received an improper personal benefit. The
Company also maintains a directors' and officers' liability insurance policy
which insures its directors and officers against such liabilities as are
customarily covered by such policies.

         The foregoing summaries are necessarily subject to the complete text of
the statutes, Amended and Restated Articles of Incorporation, Amended and
Restated Bylaws and agreements referred to above and are qualified in their
entirety by reference thereto.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.           EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

EXHIBITS:

4.1               Amended and Restated Articles of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form S-1 (File No.
                  333-62327), filed with the SEC on August 27, 1998)

4.2               Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 to the Registrant's Registration
                  Statement on Form S-1 (File No. 333-62327), filed with the SEC
                  on August 27, 1998)

4.3               CompuCredit Corporation Employee Stock Purchase Plan.

23.1              Consent of Ernst & Young LLP.

24.1              Power of Attorney (included on the signature pages of this
                  Registration Statement).

Item 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) 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.

                                       4
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

         (c) 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.

         (d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of each of the Securities Exchange Act of 1934) 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.

         (e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
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
of the requirements for filing on Form S-8 and it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on December 14, 1999.

                             COMPUCREDIT CORPORATION

                             By:      /s/ David G. Hanna
                                      -----------------------------
                                      David G. Hanna
                                      President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Hanna and Brett M. Samsky, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him or her and in his or her
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 other 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 and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement, as amended, has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                   TITLE                                       DATE
/s/ David G. Hanna                       President and Chairman of the Board                   December 9 , 1999
------------------------------------
David G. Hanna                           (Principal Executive Officer)

/s/ Brett M. Samsky                      Chief Financial Officer                               December 9 , 1999
------------------------------------
Brett M. Samsky                          (Principal Financial Officer)

/s/ Ashley L. Johnson                    Treasurer and Controller                              December 9 , 1999
------------------------------------
Ashley L. Johnson                        (Principal Accounting Officer)

/s/ Richard W. Gilbert                   Director                                              December 9 , 1999
------------------------------------
Richard W. Gilbert
6
/s/ Frank J. Hanna, III                  Director                                              December 9 , 1999
------------------------------------
Frank J. Hanna, III

/s/ Richard E. Huddleston                Director                                              December 9, 1999
---------------------------
Richard E. Huddleston

/s/ Gail Coutcher Hughes                 Director                                              December 4, 1999
---------------------------
Gail Coutcher Hughes

/s/ James P. Kelly, III                  Director                                              December 9, 1999
------------------------------------
James P. Kelly, III

/s/ Mack F. Mattingly                    Director                                              December 9 , 1999
------------------------------------
Mack F. Mattingly

/s/ Thomas G. Rosencrants                Director                                              December 9 , 1999
---------------------------
Thomas G. Rosencrants
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on December 9 , 1999.

                                    COMPUCREDIT CORPORATION
                                    EMPLOYEE STOCK PURCHASE PLAN

                                    By:/s/ Brett M.  Samsky
                                       ----------------------

                                       7
EXHIBIT INDEX

Exhibits

4.1               Amended and Restated Articles of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form S-1 (File No.
                  333-62327), filed with the SEC on August 27, 1998)

4.2               Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 to the Registrant's Registration
                  Statement on Form S-1 (File No. 333-62327), filed with the SEC
                  on August 27, 1998)

4.3               CompuCredit Corporation Employee Stock Purchase Plan.

23.1              Consent of Ernst & Young LLP.

24.1              Power of Attorney (included on the signature pages of this
                  Registration Statement).