As filed with the Securities and Exchange Commission on November 16, 1994
                                      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)



                  AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN
                              (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

                                Proposed      Proposed 
 Title of                       maximum       maximum
 securites    Amount to         offering      aggregate    Amount of
  to be    to be registered    price per      offering    registration   
registered      (1)(2)        share (3)(4)   price (3)(4)    fee (4)
   
Common        500,000            $6.38        $3,190,000    $1,100.00
               

     (1)  Shares reserved for issuance under the AmeriCredit Corp. Employee
Stock Purchase Plan (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 500,000 shares of Common Stock reserved for issuance at a price per
share of $6.38, which is the average of the highest and lowest selling price
per share of Common Stock on the New York Stock Exchange on November 14, 1994.
<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, 1994 filed with the Commission;

(2) the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, 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, 1994).

 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, 1994).


<PAGE>
 4.3   Copy of the AmeriCredit Corp. Employee Stock Purchase Plan.

 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.

<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 November 9,
1994.


                                                                    
                            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         November 9, 1994
Clifton H. Morris, Jr.    Executive Officer)

                          Vice President, Chief
                          Financial Officer, Treasurer
                          and Director (Principal
/s/Daniel E. Berce        Financial and Accounting     November 9, 1994
Daniel E. Berce               Officer)

/s/Michael R. Barrington  Vice President and Director  November 9, 1994
Michael R. Barrington

/s/James H. Greer              Director                November 9, 1994
James H. Greer

/s/Kenneth H. Jones, Jr.       Director                November 9, 1994
Kenneth H. Jones, Jr.

                               Director                November _, 1994
Gerald W. Haddock
        
 
<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, 1994.

 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, 1994.

 4.3      Copy of the AmeriCredit Corp. Employee Stock Purchase Plan.

 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": "STOCK PURCHASE PLAN", "secsgml_size_bytes": 13433}]
{"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": "033-56501", "film-number": "94560664"}, "business-address": {"street1": "200 BAILEY AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107", "phone": "817-332-7000"}, "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 November 16, 1994
                                      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)

                  AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN
                              (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
 securites    Amount to         offering      aggregate    Amount of
  to be    to be registered    price per      offering    registration   
registered      (1)(2)        share (3)(4)   price (3)(4)    fee (4)
   
Common        500,000            $6.38        $3,190,000    $1,100.00
               

     (1)  Shares reserved for issuance under the AmeriCredit Corp. Employee
Stock Purchase Plan (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 500,000 shares of Common Stock reserved for issuance at a price per
share of $6.38, which is the average of the highest and lowest selling price
per share of Common Stock on the New York Stock Exchange on November 14, 1994.
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, 1994 filed with the Commission;

(2) the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, 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, 1994).

 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, 1994).
4.3   Copy of the AmeriCredit Corp. Employee Stock Purchase Plan.

 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 November 9,
1994.

                                                                    
                            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         November 9, 1994
Clifton H. Morris, Jr.    Executive Officer)

                          Vice President, Chief
                          Financial Officer, Treasurer
                          and Director (Principal
/s/Daniel E. Berce        Financial and Accounting     November 9, 1994
Daniel E. Berce               Officer)

/s/Michael R. Barrington  Vice President and Director  November 9, 1994
Michael R. Barrington

/s/James H. Greer              Director                November 9, 1994
James H. Greer

/s/Kenneth H. Jones, Jr.       Director                November 9, 1994
Kenneth H. Jones, Jr.

                               Director                November _, 1994
Gerald W. Haddock
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, 1994.

 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, 1994.

 4.3      Copy of the AmeriCredit Corp. Employee Stock Purchase Plan.

 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).