<PAGE>

  As filed with the Securities and Exchange Commission on February 23, 2000.
                                             Registration No. _________________

                      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.)

    801 Cherry Street, Suite 3900
          Fort Worth, Texas                             76102
(Address of principal executive offices)              (Zip Code)



               MANAGEMENT STOCK OPTION PLAN OF AMERICREDIT CORP.
                           (Full title of the plan)



          Chris A. Choate                              Copy to:
          General Counsel                          L. Steven Leshin
         AmeriCredit Corp.                     Jenkens & Gilchrist, P.C.
    801 Cherry Street, Suite 3900                  1445 Ross Avenue
      Fort Worth, Texas  76102                         Suite 3200
          (817) 302-7000                           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           be registered      price per       offering      registration
registered         (1)(2)         share (3)(4)    price (3)(4)     fee (4)

Common            3,000,000         $12.50      $37,500,000        $9,900.00

     (1) Shares reserved for issuance under the Management Stock Option Plan of
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
3,000,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options or other awards, at a price per share of
$12.50, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 22, 2000.

                                       2
<PAGE>

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information *

Item 2.  Registrant Information and Employee Plan Annual Information *


                                    PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

          We "incorporate by reference" in this registration statement the
following documents previously filed by us with the Securities and Exchange
Commission (the "Commission"):

          (1) our Annual Report on Form 10-K for the fiscal year ended June 30,
1999;

          (2) our Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1999;

          (3) our Quarterly Report on Form 10-Q for the three-month period ended
December 31, 1999;

          (4) the description of our Common Stock, par value $.01 per share (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

          (5) all documents filed by us 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 de-registers all securities remaining
unsold at the time of such amendment.

____________________

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                       3
<PAGE>

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 our Articles of Incorporation, as amended,
incorporated by reference herein as Exhibit 4.1, and Article VIII of our Bylaws
as amended, 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 our Articles of Incorporation,
as amended, contained in Exhibit 4.1, which eliminates the liabilities of
directors 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, 1999, filed
     with the Commission).

4.2  Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference
     to Exhibit 3.4 of the registrant's Annual Report on Form 10-K for the
     fiscal year ended June 30, 1999, filed with the Commission).

4.3  Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and
     ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to
     Exhibit 4.2 of the registrant's Annual Report on Form 10-K for the fiscal
     year ended June 30, 1999, filed with the Commission).

4.4  Management Stock Option Plan of AmeriCredit Corp.

5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation.

23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in
     their opinion filed as Exhibit 5.1 hereto).

23.2 Consent of PricewaterhouseCoopers L.L.P., Independent Accountants.

24.1 Power of Attorney (see signature page of this registration statement).

                                       4
<PAGE>

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.

                                       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 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 23, 2000.


                                   AMERICREDIT CORP.



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

                                       6
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below designates and appoints Clifton H. Morris, Jr., Chris A. Choate,
and J. Michael May, and each of them, his true and lawful attorney-in-fact and
agents with full power of substitution and re-substitution, 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                     Capacity                        Date


/s/ Clifton H. Morris, Jr.    Chairman of the Board and
--------------------------    Chief Executive Officer
Clifton H. Morris, Jr.        (Principal Executive Officer)   February 3, 2000



/s/ Michael R. Barrington     Vice Chairman, President,
--------------------------    Chief Operating Officer and
Michael R. Barrington         Director                        February 3, 2000



                              Vice Chairman, Chief
/s/ Daniel E. Berce           Financial Officer and Director
--------------------------    (Principal Financial and
Daniel E. Berce               Accounting Officer)             February 3, 2000


/s/ Edward H. Esstman         Executive Vice President-
--------------------------    Auto Finance Division and       February 3, 2000
Edward H. Esstman             Director

                                       7
<PAGE>

/s/ James H. Greer
--------------------------    Director                        February 3, 2000
James H. Greer


/s/ Kenneth H. Jones, Jr.
--------------------------    Director                        February 3, 2000
Kenneth H. Jones, Jr.


/s/ A. R. Dike
--------------------------    Director                        February 3, 2000
A. R. Dike


/s/ Douglas K. Higgins
--------------------------    Director                        February 3, 2000
Douglas K. Higgins

                                       8
<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, 1999, filed with
         Commission).

4.2      Bylaws of AmeriCredit Corp., as amended to date (incorporated
         by reference to Exhibit 3.4 of the registrant's Annual
         Report on Form 10-K for the fiscal year ended
         June 30, 1999, filed with the Commission).

4.3      Rights Agreement, dated August 28, 1997, between
         AmeriCredit Corp. and ChaseMellon Shareholder
         Services, L.L.C. (incorporated by reference to Exhibit 4.2 of
         the registrant's Annual Report on Form 10-K for the fiscal
         year ended June 30, 1999, filed with the Commission).

4.4      Management Stock Option Plan of AmeriCredit Corp.

5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation.

23.1     Consent of Jenkens & Gilchrist, a Professional Corporation
         (included in their opinion filed as Exhibit 5.1 hereto).

23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1     Power of Attorney (see signature page of this
         registration statement).

                                       9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 14874}]
{"company-data": {"conformed-name": "AMERICREDIT CORP", "cik": "0000804269", "assigned-sic": "6199", "irs-number": "752291093", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30954", "film-number": "551658"}, "business-address": {"street1": "801 CHERRY STREET, SUITE 3900", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173027000"}, "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 23, 2000.
                                             Registration No. _________________

                      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.)

    801 Cherry Street, Suite 3900
          Fort Worth, Texas                             76102
(Address of principal executive offices)              (Zip Code)

               MANAGEMENT STOCK OPTION PLAN OF AMERICREDIT CORP.
                           (Full title of the plan)

          Chris A. Choate                              Copy to:
          General Counsel                          L. Steven Leshin
         AmeriCredit Corp.                     Jenkens & Gilchrist, P.C.
    801 Cherry Street, Suite 3900                  1445 Ross Avenue
      Fort Worth, Texas  76102                         Suite 3200
          (817) 302-7000                           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           be registered      price per       offering      registration
registered         (1)(2)         share (3)(4)    price (3)(4)     fee (4)

Common            3,000,000         $12.50      $37,500,000        $9,900.00

     (1) Shares reserved for issuance under the Management Stock Option Plan of
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
3,000,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options or other awards, at a price per share of
$12.50, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 22, 2000.

                                       2
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information *

Item 2.  Registrant Information and Employee Plan Annual Information *

                                    PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

          We "incorporate by reference" in this registration statement the
following documents previously filed by us with the Securities and Exchange
Commission (the "Commission"):

          (1) our Annual Report on Form 10-K for the fiscal year ended June 30,
1999;

          (2) our Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1999;

          (3) our Quarterly Report on Form 10-Q for the three-month period ended
December 31, 1999;

          (4) the description of our Common Stock, par value $.01 per share (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

          (5) all documents filed by us 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 de-registers all securities remaining
unsold at the time of such amendment.

____________________

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                       3
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 our Articles of Incorporation, as amended,
incorporated by reference herein as Exhibit 4.1, and Article VIII of our Bylaws
as amended, 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 our Articles of Incorporation,
as amended, contained in Exhibit 4.1, which eliminates the liabilities of
directors 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, 1999, filed
     with the Commission).

4.2  Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference
     to Exhibit 3.4 of the registrant's Annual Report on Form 10-K for the
     fiscal year ended June 30, 1999, filed with the Commission).

4.3  Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and
     ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to
     Exhibit 4.2 of the registrant's Annual Report on Form 10-K for the fiscal
     year ended June 30, 1999, filed with the Commission).

4.4  Management Stock Option Plan of AmeriCredit Corp.

5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation.

23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in
     their opinion filed as Exhibit 5.1 hereto).

23.2 Consent of PricewaterhouseCoopers L.L.P., Independent Accountants.

24.1 Power of Attorney (see signature page of this registration statement).

                                       4
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.

                                       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 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 23, 2000.

                                   AMERICREDIT CORP.

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

                                       6
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below designates and appoints Clifton H. Morris, Jr., Chris A. Choate,
and J. Michael May, and each of them, his true and lawful attorney-in-fact and
agents with full power of substitution and re-substitution, 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                     Capacity                        Date

/s/ Clifton H. Morris, Jr.    Chairman of the Board and
--------------------------    Chief Executive Officer
Clifton H. Morris, Jr.        (Principal Executive Officer)   February 3, 2000

/s/ Michael R. Barrington     Vice Chairman, President,
--------------------------    Chief Operating Officer and
Michael R. Barrington         Director                        February 3, 2000

                              Vice Chairman, Chief
/s/ Daniel E. Berce           Financial Officer and Director
--------------------------    (Principal Financial and
Daniel E. Berce               Accounting Officer)             February 3, 2000

/s/ Edward H. Esstman         Executive Vice President-
--------------------------    Auto Finance Division and       February 3, 2000
Edward H. Esstman             Director

                                       7
/s/ James H. Greer
--------------------------    Director                        February 3, 2000
James H. Greer

/s/ Kenneth H. Jones, Jr.
--------------------------    Director                        February 3, 2000
Kenneth H. Jones, Jr.

/s/ A. R. Dike
--------------------------    Director                        February 3, 2000
A. R. Dike

/s/ Douglas K. Higgins
--------------------------    Director                        February 3, 2000
Douglas K. Higgins

                                       8
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, 1999, filed with
         Commission).

4.2      Bylaws of AmeriCredit Corp., as amended to date (incorporated
         by reference to Exhibit 3.4 of the registrant's Annual
         Report on Form 10-K for the fiscal year ended
         June 30, 1999, filed with the Commission).

4.3      Rights Agreement, dated August 28, 1997, between
         AmeriCredit Corp. and ChaseMellon Shareholder
         Services, L.L.C. (incorporated by reference to Exhibit 4.2 of
         the registrant's Annual Report on Form 10-K for the fiscal
         year ended June 30, 1999, filed with the Commission).

4.4      Management Stock Option Plan of AmeriCredit Corp.

5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation.

23.1     Consent of Jenkens & Gilchrist, a Professional Corporation
         (included in their opinion filed as Exhibit 5.1 hereto).

23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1     Power of Attorney (see signature page of this
         registration statement).

                                       9