<PAGE>
As filed with the Securities and Exchange Commission on July 8, 1996
Registration No. 333-07185
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
BRIDGESTONE/FIRESTONE MASTER TRUST
/(Issuer of the Certificates)/
_________________
FIRESTONE RETAIL CREDIT CORPORATION
/(Originator of the Trust described herein and exact name
of registrant as specified in its government instrument.)/
_________________
<TABLE>
<CAPTION>
<C> <C> <C>
Massachusetts 6141 13-3205598
(State of (Primary Standard Industrial (IRS Employer Identification
Incorporation) Classification Code Number) Number)
R. Douglas Donaldson
One International Place, Suite 520
Boston, Massachusetts 02110-2624
(617) 951-7690
/(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)/
_________________
copies to:
Saul Solomon, Esq. Reed D. Auerbach, Esq. Cathy Kaplan, Esq.
Bridgestone/Firestone, Inc. Stroock & Stroock & Lavan Brown & Wood
50 Century Boulevard Seven Hanover Square 1 World Trade Center
Nashville, Tennessee 37214 New York, New York 10004-2696 New York, New York 10048
(615) 872-1496 (212) 806-6648 (212) 839-5531
</TABLE>
_________________
Approximate date of commencement of proposed sale to the public. As
soon as practicable on or after the effective date of this Registration
Statement, as determined by market conditions.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
of 1933, please check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
__________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount Being Offering Price Aggregate Offering Registration
Being Registered Registered(1) Per Unit(1) Price(1) Fee(2)
<S> <C> <C> <C> <C>
Class A Floating Rate Asset
Backed
Certificates, Series 1996-1 . . $1,000,000 100% $1,000,000 $435
Class B Floating Rate Asset
Backed
Certificates, Series 1996-1 . . $1,000,000 100% $1,000,000 $435
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
(2) Total registration fee of $870.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
The purpose of this Amendment is solely to amend the facing page of the
Registration Statement.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Firestone Retail Credit Corporation has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, the Commonwealth of Massachusetts on July 8, 1996.
FIRESTONE RETAIL CREDIT CORPORATION
/s/ Nancy D. Smith
------------------------------
Nancy D. Smith, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 has been signed below by the following persons in the
capacities indicated on July 8, 1996.
/s/ Nancy D. Smith President and Director July 8, 1996
- -------------------------- (principal executive
Nancy D. Smith officer)
/s/ R. Douglas Donaldson Treasurer July 8, 1996
- --------------------------- (principal financial
R. Douglas Donaldson officer and principal
accounting officer)
/s/ Louise E. Colby Director and Secretary July 8, 1996
- ----------------------------
Louise E. Colby
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