UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-K

(Mark One)
  [ x ]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

             For the year ended December 31, 2006, or

  [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to ___________

             Commission file number 0-19133

                       FIRST CASH FINANCIAL SERVICES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                75-2237318
   -------------------------------         ---------------------------------
   (state or other jurisdiction of         (IRS Employer Identification No.)
   incorporation or organization)


     690 East Lamar Blvd., Suite 400
             Arlington, Texas                            76011
 ----------------------------------------              ----------
 (Address of principal executive offices)              (Zip Code)


     Registrant's telephone number, including area code:  (817) 460-3947

      Securities registered pursuant to Section 12(b) of the Act:  None

         Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, par value $.01 per share

     Indicate  by  check mark  if the  registrant  is a  well-known  seasoned
 issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]  No [ X ]

     Indicate by check mark if the registrant is not required to file reports
 pursuant to Section 13 or Section 15(d) of the Act.    Yes [   ]  No [ X ]

     Indicate by check mark whether the registrant  (1) has filed all reports
 required to be filed by Section 13  or 15(d) of the Securities Exchange  Act
 of 1934 during the preceding 12 months (or for such shorter period that  the
 registrant was required to file such  reports), and (2) has been subject  to
 such filing requirements for the past 90 days.  Yes [ X ]  No [   ]

     Indicate by check mark  if  disclosure of delinquent filers pursuant  to
 Item 405  of  Regulation  S-K is  not  contained  herein, and  will  not  be
 contained, to the  best of registrant's  knowledge, in  definitive proxy  or
 information statements incorporated by  reference in Part  III of this  Form
 10-K or any amendment to this Form 10-K.  [ X ]

     Indicate by check mark  whether the registrant  is  a large  accelerated
 filer, an accelerated filer, or a non-accelerated filer.  Large  accelerated
 filer [   ]     Accelerated filer [ X ]     Non-accelerated filer [   ]

      Indicate by check mark  whether the registrant is  a shell company  (as
 defined in Rule 12b-2 of the Act).
 Yes [   ]        No [ X ]

      The aggregate market value of the  voting stock held by  non-affiliates
 of the registrant, based  upon the last reported  sales price on the  Nasdaq
 National Market on June 30, 2006, the last trading date of registrant's most
 recently completed second fiscal quarter is $530,815,000.

      As of March 14, 2007,  there  were 32,187,504, shares  of common  stock
 outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

      The Company's Proxy Statement in connection with its Annual Meeting  of
 Stockholders to be held  on June 12, 2007,  is incorporated by reference  in
 Part III, Items 10, 11, 12 and 13.

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
                                  FORM 10-K
                     For the Year Ended December 31, 2006



                              TABLE OF CONTENTS
                              -----------------
 PART I

 Item 1.    Business
 Item 1a.   Risk Factors
 Item 1b.   Unresolved Staff Comments
 Item 2.    Properties
 Item 3.    Legal Proceedings
 Item 4.    Submission of Matters to a Vote of Security Holders


 PART II

 Item 5.    Market for Registrant's Common Equity and Related
              Stockholder Matters
 Item 6.    Selected Financial Data
 Item 7.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations
 Item 7a.   Quantitative and Qualitative Disclosures About
              Market Risk
 Item 8.    Financial Statements and Supplementary Data
 Item 9.    Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure
 Item 9a.   Controls and Procedures
 Item 9b.   Other Information


 PART III

 Item 10.   Directors, Executive Officers and Corporate Governance
 Item 11.   Executive Compensation
 Item 12.   Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters
 Item 13.   Certain Relationships and Related Transactions, and
              Director Independence
 Item 14.   Principal Accounting Fees and Services


 PART IV

 Item 15.   Exhibits and Financial Statement Schedules


 SIGNATURES

<PAGE>

                         FORWARD-LOOKING INFORMATION
                         ---------------------------

      This annual  report may  contain forward-looking  statements about  the
 business,  financial  condition  and  prospects  of  First  Cash   Financial
 Services, Inc. ("First Cash" or the "Company").  Forward-looking statements,
 as that term is defined in  the Private Securities Litigation Reform Act  of
 1995, can be identified  by the use of  forward-looking terminology such  as
 "believes," "projects,"  "expects," "may,"  "estimates," "should,"  "plans,"
 "intends," "could,"  or "anticipates,"  or the  negative thereof,  or  other
 variations  thereon,  or  comparable  terminology,  or  by  discussions   of
 strategy.  Forward-looking  statements can also  be identified  by the  fact
 that these  statements  do not  relate  strictly to  historical  or  current
 matters.   Rather,  forward-looking  statements  relate  to  anticipated  or
 expected events,  activities, trends  or  results.  Because  forward-looking
 statements relate to matters  that have not  yet occurred, these  statements
 are  inherently  subject  to  risks   and   uncertainties.   Forward-looking
 statements in this annual report include, without limitation, the  Company's
 expectations of earnings per  share, earnings growth, expansion  strategies,
 earnings accretion from acquisitions, store and dealership openings,  future
 liquidity, cash flows,  debt levels, assessment  of risk  factors and  other
 performance results.  These statements are  made to provide the public  with
 management's current assessment  of the  Company's business.   Although  the
 Company  believes  that  the   expectations  reflected  in   forward-looking
 statements are reasonable, there can be no assurances that such expectations
 will prove  to  be accurate.   Security  holders  are  cautioned  that  such
 forward-looking statements involve  risks and uncertainties.   The  forward-
 looking statements contained in this annual report speak only as of the date
 of this statement,  and the Company  expressly disclaims  any obligation  or
 undertaking to report  any updates  or revisions  to any  such statement  to
 reflect any change in  the Company's expectations or  any change in  events,
 conditions or circumstances on which any  such statement is based.   Certain
 factors may cause  results to differ  materially from  those anticipated  by
 some of  the  statements made  in  this annual  report.   Such  factors  are
 difficult to predict and many are beyond the control of the Company and  may
 include changes in regional, national or international economic  conditions,
 changes in consumer  borrowing and  repayment behaviors,  changes in  credit
 markets, credit losses, changes or increases in competition, the ability  to
 locate, open  and staff  new stores  and  dealerships, the  availability  or
 access  to  sources  of  inventory,   inclement  weather,  the  ability   to
 successfully integrate acquisitions,  the ability to  retain key  management
 personnel, the  ability  to operate  with  limited regulation  as  a  credit
 services organization in Texas, new legislative initiatives or  governmental
 regulations (or changes  to existing  laws and  regulations) affecting  cash
 advance businesses, credit services organizations, pawn businesses and  buy-
 here/pay-here automotive businesses in both the U.S. and Mexico,  unforeseen
 litigation, changes in  interest rates, changes  in tax  rates or  policies,
 changes in gold prices,  changes in energy  prices, changes in  used-vehicle
 prices, cost of funds,  changes in foreign  currency exchange rates,  future
 business decisions,  and  other  uncertainties.  These  and  other risks and
 uncertainties  are  further and more completely described in "Item 1a.  Risk
 Factors."

                                 STOCK SPLIT
                                 -----------

      In January 2006, the Company's Board  of Directors approved a  two-for-
 one stock split in the form of a stock dividend to shareholders of record on
 February 6, 2006.   The additional shares were  distributed on February  20,
 2006.  Common stock and all  share and per share amounts (except  authorized
 shares and par value) have been retroactively adjusted to reflect the split.

                                    PART I
                                    ------
 Item 1.  Business
 -----------------

 General

      First Cash is  a leading provider  of consumer  financial services  and
 related specialty retail products.   The Company has  over 420 locations  in
 thirteen U.S. states and nine states in Mexico as of March 14, 2007.

      The Company's pawn stores  engage in both  consumer finance and  retail
 sales activities.  They  are a convenient source  for small consumer  loans,
 advancing money against pledged tangible personal property such as  jewelry,
 electronic equipment, tools, sporting goods and musical equipment.  The pawn
 stores also retail previously-owned merchandise acquired through  collateral
 forfeitures and  over-the-counter purchases  from customers.   In  addition,
 many of the Company's pawn stores  offer cash advances or a credit  services
 product.

      In addition, the  Company operates stand-alone  cash advance stores  in
 six U.S. states.  These stores provide consumer financial services  products
 including cash advances, credit services, check cashing, money orders, money
 transfers and  prepaid card  products.   The  exact  product mix  varies  by
 location.  In addition, the Company is a 50%  partner in Cash & Go, Ltd.,  a
 Texas limited partnership, which currently owns and operates kiosks  located
 inside convenience stores that offer the  credit services program and  check
 cashing.

      Through an  acquisition  completed in  August  2006, the  Company  also
 operates automobile dealerships focused on the buy-here/pay-here segment  of
 the used-vehicle sales and financing industry.  These automotive dealerships
 sell used  vehicles  and  earn finance  charges  from  the  related  vehicle
 financing contracts.

      The Company was formed as a Texas corporation in July 1988 and in April
 1991  the  Company  reincorporated as  a  Delaware  corporation.  Except  as
 otherwise  indicated,   the  term   "Company"  includes   its   wholly-owned
 subsidiaries, which are detailed in Exhibit 21.1.

      The Company's principal executive offices are located at 690 East Lamar
 Blvd., Suite 400, Arlington, Texas 76011, and its telephone number is  (817)
 460-3947.

 Industry

      Specialty consumer finance continues to represent a growing segment  of
 the overall financial services industry.  This segment focuses on  providing
 a quick and convenient source of short-term credit to unbanked,  underbanked
 and   credit-challenged  customers.   These  consumers  are  typically   not
 effectively or  efficiently  served by traditional  lenders such  as  banks,
 credit unions or credit card providers.  First Cash competes directly in the
 specialty consumer finance  industry with its  pawn, cash  advance and  buy-
 here/pay-here automotive products and services.

      The pawnshop industry in the United States is an established  industry,
 with the  highest concentration  of pawnshops  being  in the  Southeast  and
 Southwest regions of the  country.  The operation  of pawnshops is  governed
 primarily by state  laws, and accordingly,  states that  maintain pawn  laws
 most conducive to profitable operations have historically seen the  greatest
 concentration of pawnshops.  Management believes the U.S. pawnshop  industry
 is fragmented, with approximately 15,000 stores  in the country.  The  three
 major  publicly  traded  pawnshop  companies,  which  include  First   Cash,
 currently operate approximately 1,000 of the pawnshops in the United States.
 The Company believes that individuals operating  one to three locations  own
 the majority  of pawnshops.   Management  further believes  that the  highly
 fragmented nature of the industry  is due in part  to the lack of  qualified
 management  personnel,  the  difficulty  of  developing  adequate  financial
 controls and reporting systems, and the lack of financial resources.

      The pawnshop industry  in Mexico  is substantially  less developed,  as
 compared to the U.S.,  with fewer than 5,000  stores in the entire  country.
 Management believes the Mexican pawnshop industry  is also fragmented.   The
 Company currently operates  over 165  pawnshops in  Mexico and  is the  only
 major publicly traded U.S. company  with significant pawnshop operations  in
 Mexico.  A  large percentage  of the population  in Mexico  are unbanked  or
 underbanked and have limited  access to consumer credit.   The Company  sees
 significant opportunity  for future  expansion in  Mexico due  to the  large
 potential consumer base and limited competition in that country.

      The cash advance industry has  experienced significant growth over  the
 past decade in the U.S.  A leading industry analyst estimates that there are
 over 24,000 cash advance locations throughout the United States and  expects
 the number of locations to reach approximately 40,000 over the next  decade.
 There  are  several  privately  held  chains   that  operate  from  100   to
 approximately 1,400 stores each.  The six largest publicly held operators of
 cash advance  stores, which  include First  Cash Financial  Services,  Inc.,
 operate a combined total of over 4,000 stores.

      The market  for used  car sales  and related  financing in  the  United
 States  is  significant as  well.  Used  car  retail sales  typically  occur
 through franchised new car  dealerships that sell  used cars or  independent
 used car dealerships.  The Company operates in the buy-here/pay-here segment
 of the independent  used car sales  and  finance  market.  Buy-here/pay-here
 dealers sell and  finance used cars  to individuals who  are unbanked,  have
 limited credit histories or past credit problems.  Buy-here/pay-here dealers
 typically offer  their customers  certain advantages  over more  traditional
 financing  sources,  such   as  broader  and   more  flexible   underwriting
 guidelines, flexible  payment  terms  (including scheduling  payments  on  a
 weekly or bi-weekly  basis to coincide  with a customer's  payday), and  the
 ability to make payments in person, an important feature to individuals  who
 may not have a checking account.

      The used automobile financing industry is served by traditional lending
 sources such as banks, savings and  loans, and captive finance  subsidiaries
 of automobile manufacturers, as well as by independent finance companies and
 buy-here/pay-here dealers.  Despite  significant opportunities, many of  the
 traditional  lending  sources  do  not  consistently  provide  financing  to
 individuals  with  limited  credit   histories  or  past  credit   problems.
 Management believes traditional  lenders avoid  this market  because of  the
 credit risk and the associated collection efforts.

 Business Strategy

      The Company's  primary business  plan is  to significantly  expand  its
 operations by opening new pawnshops, cash advance stores, and  buy-here/pay-
 here automotive  dealerships.   In  addition,  it will  continue  to  remain
 focused on increasing  the revenues and  operating profits  in its  existing
 stores and dealerships.

 New Store Openings

      The Company has opened  or acquired 162 new  pawn stores, 113 new  cash
 advance stores and 10 buy-here/pay-here  automotive dealerships in the  last
 six years and currently intends to open additional pawn stores, cash advance
 stores and  buy-here/pay-here  automotive  dealerships  in  locations  where
 management believes appropriate demand and other favorable conditions exist.
 The following chart details store openings over the past six years:

                            2006     2005     2004     2003     2002     2001
                            ----     ----     ----     ----     ----     ----

 Pawn stores                  27       35       40       31       25        4
 Cash advance stores          43       15       12       16       13       14
 Buy-here/pay-here
   dealerships                10        -        -        -        -        -
                            ----     ----     ----     ----     ----     ----
   Total                      80       50       52       47       38       18
                            ====     ====     ====     ====     ====     ====

      The Company plans  to continue opening  new pawn  stores, primarily  in
 Mexico,  and  new  cash  advance  stores  and  buy-here/pay-here  automotive
 dealerships in the U.S.   The Company continues  to evaluate new markets  in
 both  Mexico  and  the  U.S.  with  favorable  demographics  and  regulatory
 environment  for   expansion  opportunities   and  it   believes  that   its
 organizational structure is  capable of supporting  a larger,  multi-country
 and multi-state store base.

      Management  seeks   to  locate   new  stores   and  dealerships   where
 demographics are favorable and competition is limited.  It is the  Company's
 experience that after a  suitable location has been  identified and a  lease
 and licenses  are  obtained, a  new  store or  dealership  can be  open  for
 business within six to twelve weeks.  The investment required to open a  new
 pawn store includes  store operating  cash, inventory,  funds available  for
 pawn  loans,  leasehold  improvements,  store  fixtures,  security  systems,
 computer equipment  and  start-up  losses.  Although  the  total  investment
 varies and  is difficult  to predict  for  each location,  it has  been  the
 Company's experience that approximately $295,000 is  required to fund a  new
 pawn store located in  Mexico for the  first six months  of operation.   The
 Company estimates that approximately $180,000 is required to fund a new cash
 advance store  for  the  first  six  months  of  operation,  which  includes
 investments for  leasehold improvements,  security and  computer  equipment,
 funds available  for  cash  advances, store  operating  cash,  and  start-up
 losses.  The Company also estimates  that approximately $3 to $4 million  is
 required to fund a new buy-here/pay-here dealership for the first six months
 of  operation,  which  includes  investments  for  leasehold   improvements,
 security and  computer  equipment,  funds  available  for  inventory,  store
 operating cash, and start-up losses.

 Enhance Productivity of Existing and Newly Opened Stores

      The primary  factors  affecting  the  profitability  of  the  Company's
 existing store base are  the volume and gross  profit of merchandise  sales,
 the volume and  yield on customer  receivables outstanding,  the volume  and
 fees on credit services transactions,  check cashing transactions and  other
 consumer financial services transactions, and the control of store expenses,
 including the  loss  provision  expense related  to  cash  advances,  credit
 services, and buy-here/pay-here receivables.  To increase customer  traffic,
 which management believes  is a key  determinant to  increasing its  stores'
 profitability,  the  Company  has  taken  several  steps  to distinguish its
 stores from traditional  pawn and check cashing/cash  advance stores  and to
 make customers  feel  more comfortable.  In  addition  to  well-lit  parking
 facilities,  the  stores'   exteriors  typically   display  attractive   and
 distinctive  signage  similar  to  those  used  by  contemporary   specialty
 retailers.

      The Company  has  an  employee-training  program  for  both  store  and
 corporate-level personnel that stresses  customer service, productivity  and
 professionalism.  The  Company utilizes a  proprietary computer  information
 system that provides fully integrated functionality to support point-of-sale
 retail operations, inventory management and loan processing.  Each store  is
 connected on a real-time basis to a secured off-site data center that houses
 the centralized databases  and operating systems.   The information  systems
 provide management the  ability to continuously  monitor store  transactions
 and operating results.  The Company maintains a well-trained internal  audit
 staff that conducts regular store visits  to test compliance with  financial
 and operational controls.   Management believes  that the current  operating
 and financial controls and systems are  adequate for the Company's  existing
 store base and  can accommodate reasonably  foreseeable growth  in the  near
 term.

 Acquisitions

      Because of the highly fragmented nature  of the pawn, cash advance  and
 buy-here/pay-here automotive  industries, as  well  as the  availability  of
 certain regional  chains,  the  Company believes  that  certain  acquisition
 opportunities may  arise  from time  to  time.   The  timing of  any  future
 acquisitions is based on identifying suitable stores and purchasing them  on
 terms that  are  viewed as  favorable  to the  Company.   Before  making  an
 acquisition, management  typically studies  a  demographic analysis  of  the
 surrounding  area,  considers  the  number  and  size  of  competing stores,
 and researches state  and  local regulatory  issues.  Specific  pawn   store
 acquisition criteria  include an  evaluation of  the volume  of annual  pawn
 transactions, outstanding receivable balances, historical redemption  rates,
 the quality and quantity of inventory on hand, and location and condition of
 the facility, including  lease terms.   Factors involved  in evaluating  the
 acquisition  of  cash   advance  stores   include  the   annual  volume   of
 transactions, locations  and conditions  of  facilities, and  a  demographic
 evaluation of  the  surrounding area  to  determine the  potential  for  the
 Company's cash advance and  credit services products.   Factors involved  in
 evaluating  the  acquisition  of  buy-here/pay-here  automotive  dealerships
 include the annual volume of transactions, outstanding receivables  balance,
 the quality and quantity of inventory  on hand, locations and conditions  of
 facilities,  and  a  demographic  evaluation  of  the  surrounding  area  to
 determine the  potential  for  the  Company's  retail  vehicle  and  related
 financing products.

 Pawn Lending Activities

      The Company's pawn stores advance money to their customers against  the
 security of pledged goods  provided by their customers.   The pledged  goods
 are tangible personal property such as jewelry, electronic equipment, tools,
 sporting goods and musical  equipment.  The pledged  goods provide the  only
 security to  the Company  for the  repayment of  the pawn,  as pawns  cannot
 result in personal liability to the borrower.  Accordingly, the Company does
 not investigate the creditworthiness of the borrower, relying instead on the
 marketability and sales  value of pledged  goods as a  basis for its  credit
 decision.

      At the time a pawn transaction is entered into, an agreement,  commonly
 referred to as  a pawn ticket,  is delivered to  the borrower for  signature
 that sets forth, among  other items, the name  and address of the  pawnshop;
 borrower's name;  borrower's  identification number  from  his/her  driver's
 license or other identification; date; identification and description of the
 pledged goods, including  applicable serial numbers;  amount financed;  pawn
 service fee; maturity  date; total amount  that must be  paid to redeem  the
 pledged goods on the maturity date; and the annual percentage rate.

      Pledged property is held through the term of the pawn, which is 30 days
 in  Texas,  South  Carolina,  Missouri,  Virginia,  and  Oklahoma,  with  an
 automatic extension period of 15 to 60 days depending on state laws,  unless
 the pawn is  paid earlier or  renewed.  In  Maryland, Washington, D.C.,  and
 Mexico, pledged property is  held for 30  days.  In  the event the  borrower
 does not pay or renew a pawn within 90 days in South Carolina and  Missouri,
 60 days in Texas and Oklahoma, 45 days in Virginia, and 30 days in Maryland,
 Washington, D.C. and Mexico, the unredeemed  collateral is forfeited to  the
 Company and becomes inventory available for  general liquidation or sale  in
 one  of  the  Company's  stores.  If a  pawn  is  not repaid  prior  to  the
 expiration of the automatic extension period, if applicable, the property is
 forfeited to the Company  and transferred to inventory  at a value equal  to
 the principal amount of the loan, exclusive of accrued interest.

      The amount the Company  is willing to finance  typically is based on  a
 percentage of the  estimated sale  value of the  collateral.   There are  no
 minimum or maximum pawn to fair market value restrictions in connection with
 the Company's lending activities.  The basis for the Company's determination
 of the sale  value includes such  sources as catalogs,  blue books,  on-line
 auction sites  and newspapers.   The  Company also  utilizes its  integrated
 computer information  system  to recall  recent  selling prices  of  similar
 merchandise in its own stores.  These sources, together with the  employees'
 experience in selling  similar items  of merchandise  in particular  stores,
 influence the determination of the estimated sale value of such items.   The
 Company does not utilize a standard or mandated percentage of estimated sale
 value in determining the  amount to be financed.   Rather, the employee  has
 the authority to set the percentage  for a particular item and to  determine
 the ratio of pawn amount to estimated sale value with the expectation  that,
 if the item is forfeited to the pawnshop, its subsequent sale should yield a
 gross profit margin consistent with the Company's historical experience.  It
 is the Company's  policy to  value merchandise  on a  conservative basis  to
 avoid  the  risks  associated  with  over-valuation.  The  recovery  of  the
 principal and realization of gross profit on sales of inventory is dependent
 on the Company's initial assessment of the property's estimated sale  value.
 Improper assessment  of the  sale value  of the  collateral in  the  lending
 function can result in reduced marketability of the property and sale of the
 property for an amount less than the principal amount pawned.

      The Company contracts for a pawn service charge in lieu of interest  to
 compensate it for the pawn loan.  The statutory service fees on pawns at its
 Texas stores range from 12% to 240% on an annualized basis depending on  the
 size of  the pawn,  and from  39% to  240%  on an  annualized basis  at  the
 Company's Oklahoma stores.  Pawns made  in the Maryland stores bear  service
 fees of 144% to  240% on an annualized  basis with a  $6 minimum charge  per
 month, while pawns in Virginia earn 120% to 144% annually with a $5  minimum
 charge per month.  In Washington, D.C.,  a flat $2 charge per month  applies
 to all pawns up to $40, and an 18% to 60% annualized service charge  applies
 to pawns greater  than  $40.  In Missouri, pawns  bear a  total service  and
 storage charge of 180% to 240% on  an annualized basis with a $2.50  minimum
 charge per month,  and South Carolina  rates range from  100%  to  300%.  In
 Mexico, pawns bear an annualized rate of 240%.  As of December 31, 2006, the
 Company's average pawn per pawn ticket was approximately $99.

 Cash Advance and Credit Services Activities

      The Company's cash advance stores and many of its pawn stores generally
 make cash advances,  also known  as payday  advances, for  a term  typically
 thirty-one days or less.  The typical  cash  advance is for amounts  ranging
 from $100 to $1,000 with an  average advance being $413.   To qualify for  a
 cash advance,  a customer  generally must  have proof  of steady  income,  a
 checking account with a minimum of returned items within a specified period,
 and valid identification.   Upon  completing an  application and  subsequent
 approval, the  customer writes  a  check on  his  or her  personal  checking
 account for the amount of the  advance, plus applicable fees.  At  maturity,
 the customer  typically returns  to the  store to  pay off  the advance  and
 related fee with cash, in which case the check is returned to the  customer.
 If the  customer  fails to  repay  the loan,  the  store then  deposits  the
 customer's check.  Cash advance transactions  are subject to federal  truth-
 in-lending regulations and  fair debt collection  practice regulations.   In
 addition, state and local regulations exist in certain markets, which, among
 other things, limit the number of  consecutive cash advances a customer  can
 obtain, limit the total transactions over a specified time period, or  limit
 the number of outstanding advances a consumer may have with any  combination
 of lenders.

      The term of the cash advances  generally range from 7  to  31 days.  In
 California,  Washington,   Illinois,  Oregon,   South  Carolina,   Oklahoma,
 Washington, D.C. and Michigan, the maximum loan term is 31, 45, 45, 60,  31,
 45, 31 and 31 days, respectively.  Only Illinois, Oklahoma and Michigan have
 a minimum term which is 13, 12 and  7 days, respectively.  Fees charged  for
 cash advances are  generally regulated  by state  law.   In California,  the
 service fee  is 15%  of the  check's  face  value.   Cash advances  made  in
 Washington and Oregon bear service  fees of 15% on  loan amounts up to  $500
 and 10% on loan amounts exceeding $500; the maximum loan amount being  $700.
 Cash advances made in Oklahoma bear service  fees of 15% on loan amounts  up
 to $300 and  10% on  loan amounts exceeding  $300; the  maximum loan  amount
 being $500.  In South Carolina, the service fee is 15% on loan amounts up to
 $300.  In Washington, D.C., the service fee is 10% plus a flat fee of $5  to
 $20 on loans up  to $1,000.   Cash advances made  in Michigan  bear  service
 fees ranging from 13% to 15% on loan amounts up to $600.  Cash advances made
 in  Illinois  are limited  to 15.5%  per  $100  advanced.  In Illinois,  the
 Company also offers an installment loan product with terms of 14 to 180 days
 at fees which range from $16 to $35 per $100 advanced.

      The bank returns a significant number  of customer cash advance  checks
 deposited by  the  Company  due to  insufficient  funds  in  the  customers'
 accounts.  However, the Company subsequently collects a large percentage  of
 these bad debts  by redepositing the  customers' checks  or subsequent  cash
 repayments by  the  customers.   The  profitability of  the  Company's  cash
 advance operations is dependent upon  adequate collection of these  returned
 items.

      In the Company's Texas  locations, First Cash  Credit, Ltd. ("FCC"),  a
 wholly-owned subsidiary of the Company,  offers a fee-based credit  services
 organization ("CSO") program to assist consumers in obtaining credit.  Under
 the CSO program, FCC assists customers  in applying for a cash advance  from
 an  independent,  non-bank,  consumer  lending  company  (the   "Independent
 Lender") and issues the Independent Lender  a letter of credit to  guarantee
 the repayment of  the loan.   The loans made  by the  Independent Lender  to
 credit services customers of  FCC range in amount  from $50 to $1,000,  have
 terms of 7 to 35 days and bear interest at  a rate of 9.9% on an  annualized
 basis.   FCC  typically  charges a  credit  services  fee of  $20  per  $100
 advanced.  If the loan is  not repaid prior to  the expiration of the  term,
 the customer's personal  check is  deposited into  the Independent  Lender's
 bank account.   The bank  returns a  significant number  of customer  checks
 deposited  into  the Independent Lender's  account due to insufficient funds
 in the customers' accounts.  If the loan is unpaid  after  16 days from  its
 due  date,  FCC  reimburses the Independent Lender, under  the terms  of its
 letter of credit, for the outstanding principal  amount,  accrued  interest,
 applicable late fees  and returned check fees.  FCC  subsequently collects a
 large percentage of these bad debts by redepositing the customers' checks or
 subsequent  cash  repayments  by  the  customers.  The  profitability of the
 Company's credit services operations is dependent  upon adequate  collection
 of these returned items.

 Pawn Merchandise Sales

      The Company's pawn merchandise sales are primarily retail sales to  the
 general public in its  pawn stores.  The  items retailed are primarily  used
 jewelry, consumer  electronics,  tools, musical  instruments,  and  sporting
 goods.  The Company also melts down certain quantities of scrap gold jewelry
 and sells the gold at market commodity prices.

      The Company  acquires  pawn  merchandise  inventory  primarily  through
 forfeited pawns and,  to a lesser  extent, through purchases  of used  goods
 directly from  the general  public.   Merchandise  acquired by  the  Company
 through defaulted pawns is carried in inventory at the amount of the related
 pawn loan, exclusive of any accrued service fees.

      The  Company   does  not  provide  financing   to  purchasers  of   its
 merchandise, but does  permit its customers  to purchase  merchandise on  an
 interest-free "layaway" plan.  Should the  customer fail to make a  required
 payment, the  item  is  returned to  inventory  and  previous  payments  are
 forfeited to the Company.

 Buy-Here/Pay-Here Automotive Sales and Financing Activities

      The Company's buy-here/pay-here merchandise  sales are retail sales  of
 used vehicles to  the general  public at  its automotive  dealerships.   The
 Company purchases vehicles  primarily through wholesalers,  new car  dealers
 and from auctions. The  majority of vehicle purchasing  is performed by  the
 Company's buyers.  Senior  management monitors the  quantity and quality  of
 vehicles purchased and compares the cost of similar vehicles purchased among
 different buyers.  Vehicles acquired  by   the   Company  are   carried   in
 inventory at the amount  of the purchase  price plus vehicle  reconditioning
 costs.

      The Company provides  financing to substantially  all of its  customers
 who purchase a vehicle at one of its dealerships.  The Company only provides
 financing to its customers for the purchase of its vehicles, and the Company
 does not provide  any type  of financing  to non-customers.   The  Company's
 finance contracts typically include down payments and/or trade-in allowances
 ranging from 5%  to 10% of  the purchase price,  and an average  term of  30
 months.  Missouri,  Oklahoma and Arkansas  state regulations limit  interest
 rates to 22.99%, 21.99% and the Federal Reserve Discount Window Primary Rate
 (approx 6%) plus 5%,  respectively.  In Missouri  and Oklahoma, the  Company
 charges rates that are lower than those allowed by law and those charged  by
 many of its competitors.  Currently,  the Company charges 10.9% interest  on
 all new sales in Arkansas and 16.99% on all sales in Oklahoma and Missouri.

      The Company requires  payments be made  on a  weekly, bi-weekly,  semi-
 monthly or monthly basis to  coincide with the day  the customer is paid  by
 his  or  her  employer.  Upon  the  customer  and  the  Company  reaching  a
 preliminary agreement as to  financing terms, the  Company obtains a  credit
 application  from  the   customer  which   includes  information   regarding
 employment, residency and credit history, personal references and a detailed
 budget itemizing the customer's monthly income  and expenses, which is  then
 verified by the  Company's underwriting personnel.   After the  verification
 process, the store manager  makes the decision to  accept, reject or  modify
 (perhaps obtain a greater  down payment or  require an acceptable  co-buyer)
 the proposed transaction.   In general, the  store manager and  underwriters
 attempt to assess the stability and character of the applicant.

 Financial Information about Segments

      Additional financial information regarding  the Company's revenues  and
 assets by each  of its  two operating  segments is  provided in  Note 14  of
 "Notes to Consolidated Financial Statements."

 Financial Information about Geographic Areas

      Additional financial information regarding  the Company's revenues  and
 long-lived assets by geographic  areas is provided in  Note 15 of "Notes  to
 Consolidated Financial Statements."

 Locations and Operations

       The Company seeks to establish clusters of several stores in  specific
 geographic  areas  in  order  to achieve certain economies of scale relative
 to supervision,  purchasing  and  marketing.  Financial  information   about
 geographic areas is  provided in Results  of Operations and  Note 15 of  the
 "Notes to Consolidated Financial Statements."   Of the  Company's  252  pawn
 stores, 69  pawn stores  also  offer the  cash  advance or  credit  services
 product.  As of December 31, 2006, the Company's stores were located in  the
 following states:

                                                    Buy-Here/
                                          Cash      Pay-Here
                                  Pawn   Advance   Automotive     Total
                                 Stores  Stores   Dealerships   Locations
                                 ------  ------   -----------   ---------
 United States:
   Texas                           58      95           -          153
   Maryland                        21       -           -           21
   California                       -      15           -           15
   Illinois                         -      10           -           10
   District of Columbia             2       7           -            9
   Michigan                         -       8           -            8
   Oregon                           -       7           -            7
   Arkansas                         -       -           6            6
   South Carolina                   6       -           -            6
   Missouri                         3       -           2            5
   Oklahoma                         3       -           2            5
   Washington                       -       3           -            3
   Virginia                         2       -           -            2
 Mexico:
   Tamaulipas                      39       -           -           39
   Chihuahua                       30       -           -           30
   Coahuila                        28       -           -           28
   Nuevo Leon                      27       -           -           27
   Baja California                 26       -           -           26
   Jalisco                          3       -           -            3
   Durango                          3       -           -            3
   Sonora                           1       -           -            1
                                 -----   -----       ------      -------
     Total                        252     145          10          407
                                 =====   =====       ======      =======

      In addition,  at  December 31,  2006,  the Company's  50%  owned  joint
 venture, Cash &  Go, Ltd.,  operated a total  of 40  staffed kiosks  located
 inside convenience stores in the state of Texas.  These kiosks offer  credit
 services and check cashing.  No kiosks were opened or closed during the year
 ended December 31, 2006, although  subsequent to December 31, 2006, one Cash
 & Go, Ltd. kiosk was closed.

 Pawn Store Operations

      The typical Company pawn store is a freestanding building or part of  a
 small  retail  strip  shopping  center  with  adequate,  well-lit   parking.
 Management has established a standard  store design intended to  distinguish
 the Company's stores from the competition.   The design consists of a  well-
 illuminated exterior  with distinctive  signage and  a layout  similar to  a
 contemporary specialty retailer.   The Company's  stores are typically  open
 six to seven days a week from 9:00 a.m. to between 6:00 p.m. and 9:00 p.m.

      The Company's  computer system  permits a  store  manager or  clerk  to
 rapidly recall the cost of an item  in inventory, the date it was  purchased
 as well as the prior transaction history of a particular customer.  It  also
 facilitates the  timely valuation  of goods  by showing  values assigned  to
 similar goods in the past.  The  Company has networked its stores to  permit
 the  Company's  headquarters  to  more  efficiently  monitor  each   store's
 operations, including  merchandise  sales, service  charge  revenues,  pawns
 written and redeemed, and changes in inventory.

      The Company attempts  to attract retail  shoppers seeking value  prices
 through the  use  of  seasonal promotions,  special  discounts  for  regular
 customers, prominent  display of  impulse purchase  items such  as  jewelry,
 electronics and tools,  tent and sidewalk  sales, and  a layaway  purchasing
 plan.  The Company attempts to attract and retain pawn customers by  lending
 a competitive percentage of the estimated sale value of items presented  for
 pledge and by providing quick financing, renewal and redemption services  in
 an appealing atmosphere.

      Each pawnshop employs  a manager, one  or two  assistant managers,  and
 between one and eight sales personnel, depending upon the size, sales volume
 and location of the store.  The store manager is responsible for supervising
 personnel and assuring that the store is managed in accordance with  Company
 guidelines and established policies and procedures.  Each manager reports to
 an area  supervisor who  typically oversees  four to  seven store  managers.
 Area supervisors typically report to a regional market manager, who in  turn
 reports to one of the Company's two Vice-Presidents of Operations.

      The Company believes that profitability of its pawnshops is  dependent,
 among other factors, upon its employees' ability to make pawns that  achieve
 optimum redemption rates, to be effective sales people and to provide prompt
 and courteous service.  Therefore, the Company trains its employees  through
 direct instruction  and  on-the-job  pawn  and  sales  experience.  The  new
 employee is introduced to the business  through an orientation and  training
 program that includes  on-the-job training in  lending practices,  layaways,
 merchandise valuation,  and  general  administration  of  store  operations.
 Certain experienced employees  receive training and  an introduction to  the
 fundamentals of management to acquire the  skills necessary to advance  into
 management positions within the organization.  Management training typically
 involves exposure to income maximization, recruitment, inventory control and
 cost efficiency.   The  Company maintains  a performance-based  compensation
 plan for  all store  employees  based on  sales,  gross profit  and  special
 promotional contests.

 Cash Advance and Credit Services Operations

      The Company's cash  advance locations are  typically part  of a  retail
 strip shopping center  with good  visibility from  a major  street and  easy
 access to  parking.   Management has  established  a standard  store  design
 intended to  distinguish the  Company's stores  from the  competition.   The
 design  consists of a  well-illuminated exterior with  lighted signage.  The
 interiors typically feature  an ample  lobby, separated  from employee  work
 areas by glass teller windows.  The Company's stores are typically open  six
 to seven days a week from 9:00 a.m. to between 6:00 p.m. and 9:00 p.m.

      Computer operating systems in the Company's cash advance stores allow a
 store manager or clerk to rapidly  recall customer check cashing  histories,
 cash advance histories, and other vital  information.  The Company  attempts
 to attract customers primarily through the stores' visibility and television
 and yellow page advertisements in certain markets.

      Each cash advance store  employs a manager, and  between one and  eight
 tellers, depending upon the  size, sales volume and  location of the  store.
 The store manager is responsible for supervising personnel and assuring that
 the store is managed in accordance  with Company guidelines and  established
 policies and procedures.  Each store  manager reports to an area  supervisor
 who  typically  oversees  two  to five  store  managers.   Area  supervisors
 typically report to a regional market manager, who in turn reports to one of
 the Company's two Vice-Presidents of Operations.

      The kiosks operated by the Cash  & Go, Ltd., joint venture are  located
 inside convenience stores.  Each kiosk is a physically secured area with its
 own counter space  within the convenience  store.  Each  kiosk is  typically
 staffed by one or two employees at any point in time.

      The Company believes that profitability  of its cash advance  locations
 is dependent upon  its employees' ability  to make loans  and extend  credit
 services that achieve optimum loan performance,  to manage bad debt  expense
 and to provide  excellent customer service.   Company employees are  trained
 through direct instruction and on-the-job lending, collections  and customer
 service experience.  The new employee is introduced to the business  through
 a training program that includes  on-the-job training in lending  practices,
 collections efforts and general administration of store operations.  Certain
 experienced  employees  receive   training  and  an   introduction  to   the
 fundamentals of  management, such  as income  maximization,  recruitment and
 cost efficiency, to acquire the skills necessary to advance into  management
 positions throughout the Company.  The Company maintains a performance-based
 compensation plan for all cash advance  and credit services store  employees
 based on gross profit, net income and other seasonal contests.

 Buy-Here/Pay-Here Automotive Operations

      The  typical  Company  buy-here/pay-here  automotive  dealership  is  a
 freestanding  building  with  adequate,  well-lit  parking.  Management  has
 established a standard  store design intended  to distinguish the  Company's
 stores from  the competition.   The  design consists  of a  well-illuminated
 exterior with distinctive signage and a  layout similar to other  automobile
 retailers.  The  Company's dealerships are  typically open six  days a  week
 from 9:00 a.m. to between 6:00 p.m. and 8:00 p.m.  All stores are located on
 leased property between one and three acres in size.

      Computer  operating   systems   in  the   Company's   buy-here/pay-here
 dealerships allow a store manager or clerk  to rapidly recall the cost of  a
 vehicle in  inventory,  the date  it  was purchased  as  well as  the  prior
 transaction history of  a particular customer  and other vital  information.
 The Company  attempts to  attract customers  primarily through  its  stores'
 visibility,  television,  radio   and   Internet   advertisements.   Another
 significant source of  customers is  repeat  customers and referrals.  As  a
 result, the Company offers special promotions  to customers nearing the  end
 of their  current contract  or  to previous  customers  that have  paid  out
 contracts.   The  Company  also  actively  manages  a  website,  network  of
 billboards,  and  a  toll-free  hotline,  all  of  which  drive  traffic  to
 individual stores.

      Each dealership employs a  manager, a team  captain, and between  three
 and eight  sales  personnel,  depending upon  the  size,  sales  volume  and
 location  of  the   dealership.   The  store  manager  is  responsible   for
 supervising personnel and assuring that the  store is managed in  accordance
 with Company  guidelines  and established  policies  and  procedures.   Each
 manager reports to a regional sales manager who typically oversees three  to
 five store managers.  Regional sales managers report to Auto Master's  Vice-
 President of Operations.

      The  Company  believes  that  profitability  of  its  buy-here/pay-here
 dealerships is dependent upon  its employees' ability  to sell vehicles  and
 extend credit that  achieves optimum loan  performance, to  manage bad  debt
 expense and to  provide excellent customer  service.  Company employees  are
 trained  through  direct  instruction  and  on-the-job  sales,   collections
 and customer  service experience.   New  employees  are  introduced  to  the
 business through a training program that includes on-the-job sales  training
 in selling  and  financing practices  and  general administration  of  store
 operations.  The Company maintains a performance-based compensation plan for
 a substantial  portion of  all buy-here/pay-here  employees based  on  gross
 profit, net income and other types of programs related to the advancement of
 functional and organizational goals and objectives.

      The Company  utilizes   a  highly  centralized  operating  model.   Key
 functions   such    as   inventory    purchasing,   inventory    management,
 reconditioning, pricing, underwriting, marketing and collections are managed
 and executed at a corporate and/or regional level.  The Company believes  it
 gains certain economies of  scale and greater  consistency in operations  by
 centralizing its operations.

      The Company employs a full-time staff of buyers who purchase used  cars
 from vehicle auctions, wholesalers, and new  vehicle dealers in a ten  state
 area.  The ability to purchase vehicles from multiple regions of the country
 protects the Company from local and regional supply shortages while allowing
 it to showcase a much greater selection of quality vehicles.

      Vehicle quality is important  as it impacts  front end sales,  customer
 satisfaction and referrals, repeat business and loan quality; a customer  is
 more likely to make payments on a vehicle that is operational.  Each vehicle
 purchased by the Company  is sent to  a centralized reconditioning  facility
 for inspection, necessary repairs,  and detailing.  This  is in contrast  to
 many competitors, whose vehicles go directly from the auction or  wholesaler
 to the retail location.  Adjacent to the Auto Master headquarters, a  12,000
 square foot facility is equipped with  skilled technicians, 20 double  bays,
 and a parts  shop stocked with  most commonly needed  items.  Upon  arrival,
 each  vehicle   is  thoroughly   inspected  to   determine  the   level   of
 reconditioning  necessary  for  the  unit  to  meet  the  Company's   retail
 standards.   Approximately  10%  of vehicles  purchased  do  not  pass  this
 inspection,  and  are  therefore  wholesaled.   Each  remaining  vehicle  is
 assigned to a technician who completes the work mandated  by the inspection.
 The  most  common  modifications  are  tune-ups and the replacement of parts
 which routinely wear  down such as  brakes and tires; however, the Company's
 technicians are equipped  to  handle  most  major  repairs  as  well.   Upon
 completion  of  all  necessary  repairs,  each  vehicle is  then sent to the
 Company's  adjacent 10,000 square foot detail facility, where it is cleaned,
 inside and out, by the detail staff.

      Corporate  management  monitors  and  controls  inventory  by   working
 directly with the Company's buyers as  well as its retail location  managers
 to ensure  that each  retail location  has the  appropriate mix  of  vehicle
 models and price ranges.  Based on each location's needs, management assigns
 the newly reconditioned vehicles to an individual retail location.

      The  Company's  loan approval process begins  as soon  as the  customer
 arrives   at   the  retail   location.   Applications   which  meet  initial
 qualifications are  sent  to  underwriting.   The  Company  has a  staff  of
 full-time underwriters, all of which are based in the Auto Master  corporate
 office.  Upon receipt of a credit application, an underwriter verifies  that
 it  is  within  the  Company's  loan  underwriting  guidelines,  checks  the
 customer's  credit  and  contacts the customer's references.   The  Company
 has developed  standardized  loan  underwriting guidelines  which  make  the
 approval process objective rather than subjective.  Following approval  from
 underwriting, sales  management closes  the  transaction, and  the  customer
 takes delivery of the vehicle.

      Following a  sale, each  customer is  assigned an  account manager  who
 works with the customer to ensure payments are made on time, typically on  a
 weekly or bi-weekly basis when the customer gets paid.  The Company has over
 20 account  managers who  are spread  across  its four  regional  collection
 centers.

 Competition

      The Company encounters significant  competition in connection with  all
 aspects of  its  business  operations.   These  competitive  conditions  may
 adversely affect  the  Company's  revenues, profitability,  and  ability  to
 expand.

      The Company competes  primarily with other  pawn store operators,  cash
 advance operators  and buy-here/pay-here  dealership operators.   There  are
 three publicly-held pawnshop operators, six publicly-held cash advance/check
 cashing operators and two publicly-held buy-here/pay-here operators, all  of
 which have more locations than the  Company.  There are many privately  held
 operators of cash advance stores and buy-here/pay-here dealerships, some  of
 which are significantly larger than the Company.  In addition, the pawnshop,
 cash advance and buy-here/pay-here industries  are characterized by a  large
 number of independent owner-operators, some of whom own and operate multiple
 locations.  The Company believes that the primary elements of competition in
 these businesses are store location, the ability to lend competitive amounts
 on pawns  and  cash advances,  customer  service, and  management  of  store
 employees.  In addition, the  Company competes with financial  institutions,
 such as banks  and consumer finance  companies, which generally  lend on  an
 unsecured as well as a secured basis.   Other lenders may and do lend  money
 on terms more favorable than  those offered by the  Company.  Many of  these
 competitors have greater financial resources than the Company.

      In its retail  operations, the Company's  competitors include  numerous
 retail and  wholesale  stores,  including jewelry  stores,  discount  retail
 stores, consumer  electronics  stores, on-line  retailers,  on-line  auction
 sites and  other pawnshops.   Competitive  factors in  the Company's  retail
 operations include the  ability to provide  the customer with  a variety  of
 merchandise items at attractive prices.   Many retailers have  significantly
 greater financial resources than the Company.

      In  the  used   automotive  retail  industry,   the  Company   competes
 principally  with  other independent  buy-here/pay-here  dealers, and  to  a
 lesser degree with used vehicle  retail operations of franchised  automobile
 dealerships, national  or regional,  independent used  vehicle dealers,  and
 individuals who sell  used vehicles in  private transactions.   The  Company
 competes for both the purchase and resale of used vehicles.

 Governmental Regulation

 General

      The Company is subject  to extensive regulation  of its pawnshop,  cash
 advance, credit  services, check  cashing and  buy-here/pay-here  automotive
 retailing operations  in most  jurisdictions in  which it  operates.   These
 regulations are provided  through numerous laws,  ordinances and  regulatory
 pronouncements from various federal,  state and local governmental  entities
 in the United States  and  Mexico.  In  many jurisdictions, the Company must
 obtain  and  maintain  regulatory  operating licenses.   In  addition,  many
 statutes  and  regulations  prescribe, among other things, the general terms
 of  the  Company's  loan  agreements  and  the  maximum  service fees and/or
 interest rates that may be  charged.  These  regulatory agencies have  broad
 discretionary authority.  The  Company is also subject  to U.S. federal  and
 state regulations  relating  to  the  reporting  and  recording  of  certain
 currency transactions.   The Company's pawn  operations in  Mexico are  also
 subject to, and must comply with  pawnshop and other general business,  tax,
 employment and consumer protection  regulations from various federal,  state
 and local governmental agencies in Mexico.

      Governmental action  to further  prohibit or  restrict, in  particular,
 cash or payday advances and credit services products has been advocated over
 the past few  years by  consumer advocacy groups  and by  media reports  and
 stories.  The consumer groups and media stories typically focus on the  cost
 to a consumer for cash advances, which is higher than the interest generally
 charged  by  credit  card issuers  to  a  more creditworthy  consumer.   The
 consumer groups and media stories often characterize cash advance activities
 as abusive toward  consumers.  During  the last few  years, legislation  has
 been introduced and/or  enacted in the  United States  Congress, in  certain
 state legislatures  and  in  various  local  jurisdictions  to  prohibit  or
 restrict cash  advances  and the  related  service  charges.   In  addition,
 regulatory authorities  in various  levels of  government have  proposed  or
 publicly addressed, from time to time,  the possibility of proposing new  or
 expanded regulations that would prohibit or further restrict cash advances.

      There can  be no  assurance that  additional  local, state  or  federal
 statutes or regulations in  either the United States  or Mexico will not  be
 enacted or that existing  laws and regulations will  not be amended at  some
 future date that  could inhibit  the ability of  the Company  to offer  pawn
 loans, cash  advances,  credit  services  and  buy-here/pay-here  automotive
 retailing/financing, significantly  decrease the  service fees  for  lending
 money, or prohibit or more stringently  regulate the sale of certain  goods,
 any of which  could cause  a significant,  adverse effect  on the  Company's
 future results.   If  legislative or  regulatory actions  that had  negative
 effects on  the pawn,  cash advance,  credit services  or  buy-here/pay-here
 automotive industries were taken at a federal level in the United States  or
 Mexico, or in U.S. or Mexican states or municipalities where the Company has
 a significant  number  of stores,  those  actions could  have  a  materially
 adverse  effect  on  the  Company's  lending,  credit  services  and  retail
 activities and revenues.  There can be no assurance that additional federal,
 state or local legislation  in the U.S.  or Mexico will  not be enacted,  or
 that existing laws and regulations will  not be amended, which would have  a
 materially  adverse  impact  on  the  Company's  operations  and   financial
 condition.

 U.S. State and Local Regulations

      The Company operates  pawn stores in  seven U.S. states,  all of  which
 have licensing and/or fee regulations on pawnshop operations, which includes
 Texas, Oklahoma, Maryland, Virginia,  South Carolina, Washington, D.C.,  and
 Missouri.  The Company is licensed in each of the states in which a  license
 is currently required for it to operate as a pawnbroker.  The Company's  fee
 structures are at or below the  applicable rate ceilings adopted by each  of
 these states.  In addition, the Company is in compliance with the net  asset
 requirements in states where  it is required to  maintain certain levels  of
 liquid assets for each pawn store it operates in the applicable state.

      Under some county  and municipal ordinances,  pawn stores must  provide
 local law  enforcement  agencies  with  copies  of  all  daily  transactions
 involving pawns  and over-the-counter  purchases.   These daily  transaction
 reports are designed to provide the  local law enforcement officials with  a
 detailed description of  the goods  involved, including  serial numbers,  if
 any,  and  the  name  and  address  of  the  owner  obtained  from  a  valid
 identification card. Goods held to secure pawns or goods purchased that  are
 determined to  belong to  an owner  other than  the borrower  or seller  are
 subject to recovery by the rightful  owners.  Historically, the Company  has
 not found these claims  to have a material,  adverse effect upon results  of
 operations.  The Company does not  maintain insurance to cover the costs  of
 returning merchandise to its rightful owners.

      The Company  currently provides  cash advances,  also known  as  payday
 advances, in eight U.S. states that have licensing and/or fee and  operating
 regulations  related  to  its  payday  advance  operations,  which  includes
 California, Washington,  Oklahoma,  South  Carolina,  Oregon,  Illinois  and
 Washington, D.C and Michigan.  The Company is licensed in each of the states
 in which a  license is  currently required  for it  to operate  as a  payday
 advance  provider.  The  Company's  fee  structures  are  at  or  below  the
 applicable rate ceilings adopted  by each of these  states.  Regulations  in
 certain states limit the maximum number of consecutive payday advances  that
 may be provided to a customer and/or limit the total advances a customer may
 have outstanding at any point  in time.  As  an example of such  restrictive
 regulation, states such as Illinois and Michigan have enacted payday advance
 laws that require payday advance lenders  to report their customers'  payday
 advance activities to a state-wide database.  Cash advance lenders operating
 in conjunction  with a  state-wide database  are generally  restricted  from
 making payday advance loans  to customers who may  have a certain number  of
 payday advances outstanding with other lenders.  These database restrictions
 can have the effect of preventing customers from obtaining the cash advances
 they need and want.   It is possible  that legislators and regulators  could
 pursue database or  other restrictive legislation  in other states,  despite
 the increasing consumer  demand for cash,  or payday advance  products.   In
 2006,  the  state   of  Oregon   enacted  legislation   that  provides   for
 significantly more  restrictive regulation  of the  payday advance  industry
 beginning in  July  2007.   The  implementation of  these  more  restrictive
 regulations, as  currently  enacted,  is  expected  to  have  a  significant
 negative  effect  on  the  revenues  and  profitability  of  the   Company's
 operations in Oregon, beginning  in July 2007,  where the Company  currently
 has seven cash  advance locations.   Additional restrictive legislative  and
 regulatory activity in  other states surrounding  cash advance products,  if
 passed, could also adversely affect the Company's cash advance business.  In
 addition,  in  some   jurisdictions,  check  cashing   companies  or   money
 transmission  agents  are  required  to  meet  minimum  bonding  or  capital
 requirements and are subject to record-keeping requirements.

      The  laws  in  the  state  of  Texas  permit  licensed  payday  advance
 operations; however, restrictions on the maximum fees that can be charged do
 not permit the  Company to operate  profitably as a  payday advance  lender.
 Accordingly, in the state of Texas,  the Company provides a credit  services
 program to customers  seeking cash  advances.   First Cash  Credit, Ltd.,  a
 wholly-owned  subsidiary  of  the  Company,  operates  a  registered  credit
 services organization in the state of Texas as provided under Section 393 of
 the Texas  Finance Code.   As  a credit  services organization,  First  Cash
 Credit, Ltd. assists customers, for a fee, in obtaining a cash advance  from
 an independent  lender.   A credit  services organization  must provide  the
 consumer with a disclosure  statement and a  credit services agreement  that
 describe in detail,  among other things,  the services  the credit  services
 organization will provide  to the consumer,  the fees the  consumer will  be
 charged by the credit services organization for these services, the  details
 of the surety bond and the availability  of the surety bond if the  consumer
 believes  the  credit  services  organization  has  violated  the  law,  the
 consumer's right to review  his or her file,  the procedures a consumer  may
 follow to  dispute  information  contained  in his  or  her  file,  and  the
 availability of non-profit credit counseling services.  The credit  services
 organization must  also give  a  consumer the  right  to cancel  the  credit
 services agreement without penalty within three days after the agreement  is
 signed.  In addition, under the  provisions of the credit services  statute,
 each First Cash Credit, Ltd.'s credit  services location must be  registered
 as a credit services organization and pay a registration fee.  There can  be
 no assurance  that new  legislative or  regulatory initiatives  will not  be
 enacted which would eliminate or restrict  the Company's ability to  operate
 as a credit services organization in the state of Texas.

      The Company's buy-here/pay-here operations are subject to various state
 and local  laws,  ordinances and  regulations  pertaining to  the  sale  and
 financing of vehicles.  Under these  state laws,  the Company's  dealerships
 must  obtain  a  license  in  order  to  operate  or  relocate.  These  laws
 also regulate  advertising and sales  practices.  The  Company's   financing
 activities are  subject  to state  and  local motor  vehicle  finance  laws,
 installment finance laws, usury laws and other installment sales laws. Among
 other things, these laws require that  the Company limit or prescribe  terms
 of the contracts it originates, require specified disclosures to  customers,
 restrict collection practices,  limit the Company's  right to repossess  and
 sell collateral, and prohibit discrimination against customers on the  basis
 of certain characteristics including age, race, gender and marital status.

      The states  in which  the Company  operates impose  limits on  interest
 rates the Company can charge on its loans.  These limits are generally based
 on either (i) a specified margin above the federal primary credit rate, (ii)
 the age  of the  vehicle, or  (iii) a  fixed rate.  Management believes  the
 Company is  in  compliance in  all  material respects  with  all  applicable
 federal, state  and local  laws, ordinances  and regulations.  However,  the
 adoption of additional laws, changes in the interpretation of existing laws,
 or the Company's entrance into jurisdictions with more stringent  regulatory
 requirements could  have a  material adverse  effect on  the Company's  used
 vehicle sales and finance business.

 U.S. Federal Regulations

      Direct federal regulation  of the pawn,  cash advance and buy-here/pay-
 here automotive retailing/financing  industries is generally  limited.   The
 federal government regulates, and generally prohibits, the ability of  state
 and nationally chartered banks to participate  in the cash advance  industry
 through regulations established  by both the  U.S. Office of the Comptroller
 of the Currency and the Federal Deposit Insurance Corporation.

      During 2006, the United States  Congress enacted legislation that  caps
 the annual  percentage  rate  charged  on  loans  made  to  active  military
 personnel at 36%; this legislation becomes effective in October 2007.  As of
 the date of this report, the 36% annual percentage rate cap applies to  most
 loan products, including cash advances and pawn loans.  The Company does not
 have any cash advance or pawn loan products bearing an interest rate of  36%
 per annum or less, nor does the Company intend to develop any such  product,
 as the  Company believes  the losses  and  servicing costs  associated  with
 lending to the Company's traditional customer base would exceed the  revenue
 produced at that rate. The Company  does not expect this new legislation  to
 have a  material adverse  effect on  the  Company's financial  condition  or
 results of operations.

      In connection with  cash advance and  automobile finance  transactions,
 the Company must comply with the  various disclosure requirements under  the
 Federal Truth in Lending  Act (and Federal Reserve  Regulation Z under  that
 Act).  These disclosures include among other things, the total amount of the
 finance charges  and  annualized  percentage rate  of  the  finance  charges
 associated with each cash advance and vehicle financing transaction.

      Under the Bank Secrecy  Act regulations of the  U.S. Department of  the
 Treasury (the "Treasury Department"), transactions involving currency in  an
 amount greater than $10,000 or the purchase of monetary instruments for cash
 in amounts  from $3,000  to $10,000  must be  recorded.   In general,  every
 financial institution,  including the  Company,  must report  each  deposit,
 withdrawal, exchange of currency or other  payment or transfer, whether  by,
 through or to the financial institution, that involves currency in an amount
 greater than $10,000.  In addition, multiple  currency transactions must  be
 treated as single  transactions if the  financial institution has  knowledge
 that the transactions are by, or on behalf of, any one person and result  in
 either cash  in  or cash  out  totaling more  than  $10,000 during  any  one
 business day.

      The Money Laundering  Suppression Act of  1994 added a  section to  the
 Bank Secrecy Act requiring the registration of "money services  businesses,"
 like the Company,  that engage in  check cashing,  currency exchange,  money
 transmission, or  the issuance  or redemption  of money  orders,  traveler's
 checks, and similar  instruments.   The purpose  of the  registration is  to
 enable governmental  authorities to  better enforce  laws prohibiting  money
 laundering and  other illegal  activities.   The regulations  require  money
 services businesses to  register with the  Treasury Department  by filing  a
 form, adopted by the  Financial Crimes Enforcement  Network of the  Treasury
 Department  ("FinCEN"),  and  to  re-register  at  least  every  two   years
 thereafter.  The  regulations also require  that a  money services  business
 maintain a list of names and addresses of, and other information about,  its
 agents and that the list be made available to any requesting law enforcement
 agency (through FinCEN).  The agent list must be updated annually.

      In March 2000, FinCEN adopted additional regulations, implementing  the
 Bank Secrecy Act that is also addressed to money services businesses.  These
 regulations require  money  services businesses,  such  as the  Company,  to
 report suspicious transactions  involving at least  $2,000 to  FinCEN.   The
 regulations  generally  describe  three  classes  of  reportable  suspicious
 transactions  -  one or more related  transactions that  the money  services
 business knows, suspects, or has reason to suspect (1) involve funds derived
 from illegal activity or  are intended to hide  or disguise such funds;  (2)
 are designed  to evade  the requirements  of the  Bank Secrecy  Act; or  (3)
 appear to serve no business or lawful purpose.

      Under the USA  PATRIOT Act passed  by Congress in  2001 and revised  in
 2006,  the  Company  is  required  to  maintain  an  anti-money   laundering
 compliance  program.   The  program must  include  (1)  the  development  of
 internal policies,  procedures  and  controls;  (2)  the  designation  of  a
 compliance officer; (3)  an ongoing  employee-training program;  and (4)  an
 independent  audit function  to test  the  program.  The Treasury Department
 is expected  to  issue regulations  specifying  the appropriate features and
 elements of the anti-money  laundering  compliance  programs  for  the  pawn
 brokering and cash advance industries.

      The Gramm-Leach-Bliley Act  requires the Company  to generally  protect
 the confidentiality of its customers' nonpublic personal information and  to
 disclose to its customers its privacy policy and practices, including  those
 regarding sharing the customers'  nonpublic personal information with  third
 parties.  Such disclosure must be made to customers at the time the customer
 relationship is established, at least annually thereafter, and if there is a
 change in the Company's privacy policy.

 Mexico Regulations

      The pawnshop industry in Mexico is subject to various general  business
 regulations in the  areas of tax  compliance, customs, consumer  protections
 and employment matters, among  others, by various  federal, state and  local
 governmental agencies in Mexico.  In addition, federal legislation in Mexico
 was recently enacted  which provides  for administrative  regulation of  the
 pawnshop industry by PROFECO, the federal consumer protection agency.  Under
 these regulations, PROFECO  regulates the form  of pawn  loan contracts  and
 certain operating procedures of pawnshops.  PROFECO does not currently  have
 regulatory authority  over  the interest  rates  and fees  charged  to  pawn
 customers.  There  can  be  no assurance that  additional federal, state  or
 local statutes  or  regulations in  Mexico  will  not be  enacted,  or  that
 existing laws  and regulations  will  not be  amended,  which could  have  a
 materially  adverse  impact  on  the  Company's  operations  and   financial
 condition.

 Employees

      The Company had  approximately 2,900 employees  as of  March 14,  2007,
 including approximately 200  persons employed  in executive,  administrative
 and accounting functions.  In addition,  Cash & Go, Ltd., had  approximately
 80 employees as  of March 14,  2007.  None  of the  Company's employees  are
 covered by  collective bargaining  agreements.   The Company  considers  its
 employee relations to be satisfactory.

 First Cash Website

      The Company's  primary  website  is  at  http://www.firstcash.com.  The
 Company makes available, free of charge, at its corporate website its annual
 report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
 8-K and amendments to those reports  filed or furnished pursuant to  Section
 13(a) or  15(d) of  the Securities  Exchange Act  of 1934,  as amended  (the
 "Exchange  Act"),  as  soon  as   reasonably  practicable  after  they   are
 electronically filed with the SEC.

 Insurance

      The Company maintains  property risk coverage  and liability  insurance
 for each of  its locations in  amounts management believes  to be  adequate.
 The Company maintains workers' compensation insurance in Maryland, Missouri,
 California,  Virginia,   Washington,  Oregon,   South  Carolina,   Illinois,
 Washington, D.C., Oklahoma, Michigan, Arkansas, as well as excess employer's
 indemnification insurance in Texas and equivalent  coverage in Mexico.   The
 Company is a non-subscriber under the Texas Workers' Compensation Act.


 Item 1a.  Risk Factors
 ----------------------

      Important risk factors  that could cause  results or  events to  differ
 from current  expectations  are  described  below.  These  factors  are  not
 intended to be an all-encompassing list of risks and uncertainties that  may
 affect the operations, performance, development and results of the Company's
 business.

      Short-term consumer loan products have come under increased  regulation
 and scrutiny. If changes in regulations  affecting the Company's pawn,  cash
 advance, automotive finance and credit services businesses create  increased
 restrictions, or have the effect of  prohibiting loans in the countries  and
 states where the Company offers short-term consumer loans, such  regulations
 could materially reduce the Company's pawn, cash advance, automotive finance
 and credit services  businesses and limit  its expansion  into new  markets.
 The Company's products and services are subject to extensive regulation  and
 supervision under  various federal,  state and  local laws,  ordinances  and
 regulations in both the United States and Mexico. The Company faces the risk
 that restrictions or limitations on loan  amounts, loan yields and  customer
 acceptance of  loan  products  resulting  from  the  enactment,  change,  or
 interpretation of laws and regulations in the United States or Mexico  could
 have a negative effect on the Company's business activities. In  particular,
 short-term consumer loans,  including cash  and payday  advances, have  come
 under increased scrutiny and  increasingly restrictive regulation in  recent
 years. Some regulatory activity may limit  the number of cash advances  that
 customers may receive or  have outstanding and  regulations adopted by  some
 states requiring that all borrowers of certain cash advance loan products be
 listed on a database, limiting the  yield on cash advances and limiting  the
 number of such loans  they may have  outstanding. Certain consumer  advocacy
 groups and federal and  state legislators have also  asserted that laws  and
 regulations should be tightened so as  to severely limit, if not  eliminate,
 the availability  of  the  cash advance  and  credit  services  products  to
 consumers, despite  the  significant demand  for  it.   In  Mexico,  similar
 restrictions and regulations affecting  the pawn industry, including  limits
 on loan service fees,  have been proposed  from time to  time.  Adoption  of
 such federal, state or local regulation or legislation in the United  States
 and Mexico could restrict, or even eliminate, the availability of  specialty
 consumer finance products at some or  all of the Company's locations,  which
 would adversely affect the Company's operations and financial condition.

      The failure of third-parties who provide products, services or  support
 to the Company to maintain their products, services or support could disrupt
 Company operations or  result in a  loss of revenue.   The Company's  credit
 services revenues  depend in  part  on the  willingness  and ability  of  an
 unaffiliated third-party lender to make loans to its customers.  The loss of
 the relationship with this lender, and an inability to replace it with a new
 lender or lenders, or  the failure of the  lender to fund  new loans and  to
 maintain quality  and consistency  in its  loan  programs, could  cause  the
 Company to  lose  customers  and substantially  decrease  the  revenues  and
 earnings of the Company's credit services business.

      Media reports and public perception of short-term consumer loans,  such
 as cash or payday advances, as  being predatory or abusive could  materially
 adversely affect the Company's cash advance and credit services  businesses.
 In recent years, consumer  advocacy groups and some  media reports, in  both
 the United States and Mexico, have advocated governmental action to prohibit
 or place severe  restrictions on short-term  consumer loans.   The  consumer
 advocacy groups and media reports generally focus on the cost to a  consumer
 for this type of loan, which  is higher than the interest typically  charged
 by banks  to consumers  with better  credit histories.  Though the  consumer
 advocacy groups  and  media  reports  do not  discuss  the  lack  of  viable
 alternatives  for  our  customers'   borrowing  needs,  they  do   typically
 characterize these short-term consumer loans as predatory or abusive despite
 the large customer demand for these loans. If the negative  characterization
 of these types of loans becomes  increasingly accepted by consumers,  demand
 for the  cash advance  products could  significantly decrease,  which  could
 materially  affect  the  Company's  results  of  operations  and   financial
 condition. Additionally, if the negative characterization of these types  of
 loans becomes  increasingly  accepted  by legislators  and  regulators,  the
 Company could become subject to more  restrictive laws and regulations  that
 could materially  adversely affect  the  Company's financial  condition  and
 results of operations.

      The  Company's  growth  is  subject  to  external  factors  and   other
 circumstances over which the Company has limited control or that are  beyond
 the Company's  control.  These  factors and  circumstances  could  adversely
 affect the  Company's ability  to  grow through  the  opening of  new  store
 locations.   The success of  this strategy is  subject to numerous  external
 factors,  such  as  the  availability  of  sites  with  favorable   customer
 demographics, limited  competition, acceptable  regulatory restrictions  and
 suitable lease terms,  the Company's ability  to attract,  train and  retain
 qualified unit  management  personnel and  the  ability to  obtain  required
 government permits  and  licenses. Some  of  these factors  are  beyond  the
 Company's control.  The failure  to execute  this expansion  strategy  would
 adversely affect  the Company's  ability to  expand its  business and  could
 materially adversely affect its  business, prospects, results of  operations
 and financial condition.

      Increased competition from banks,  savings and loans, other  short-term
 consumer lenders, and other entities offering similar financial services, as
 well as retail businesses  that offer products and  services offered by  the
 Company, could adversely  affect the  Company's results  of operations.  The
 Company has  many competitors  to its  core  lending and  merchandise  sales
 operations.   The Company's principal competitors are other pawnshops,  cash
 advance companies,  automotive  retailers, consumer  finance  companies  and
 other financial institutions that serve the Company's primary customer base.
 Many other financial institutions or other businesses that do not now  offer
 products or  services directed  toward  the Company's  traditional  customer
 base, many of whom may  be much larger than  the Company, could begin  doing
 so. Significant increases  in the  number and  size of  competitors for  the
 Company's business could result in a decrease in the number of cash advances
 or pawn loans that the Company writes, resulting in lower levels of revenues
 and  earnings  in  these  categories.  Furthermore,  the  Company  has  many
 competitors to its retail operations, such  as retailers of new  merchandise
 and automobiles, retailers of  pre-owned merchandise and automobiles,  other
 pawnshops,  thrift  shops,  online  retailers  and  online  auction   sites.
 Increased competition or aggressive marketing and pricing practices by these
 competitors could result in decreased  revenues, margins and turnover  rates
 in the  Company's  retail  operations.   In  Mexico,  the  Company  competes
 directly with  certain pawn  stores owned  by a  governmental  entity.   The
 government could  take actions  that would  harm  the Company's  ability  to
 compete in the Mexico market.

      A sustained deterioration  of economic conditions  could reduce  demand
 for  the  Company's  products  and  services and result in reduced earnings.
 While  the  credit  risk  for  some  of  the Company's  consumer lending  is
 mitigated  by  the  collateralized  nature  of  pawn  lending,  a  sustained
 deterioration in the economy could adversely affect the Company's operations
 through deterioration  in  performance of  its  pawn loan  or  cash  advance
 portfolios, or by  reducing consumer demand  for the  purchase of  pre-owned
 merchandise.

      Adverse  gold  market  fluctuations could affect the Company's profits.
 The Company  holds  significant  gold  inventories and a significant portion
 of  its  pawn  receivables  are  secured  by  gold  jewelry  collateral.   A
 significant decline in  gold prices  could result  in decreased  merchandise
 sales   margins,   decreased    inventory   valuations   and    sub-standard
 collateralization of outstanding pawn loans.  In addition, a decline in gold
 prices could result  in a lower  balance of pawn  loans outstanding for  the
 Company, as customers would receive lower loan amounts for individual pieces
 of jewelry.

      Risks and  uncertainties related  to the  Company's foreign  operations
 could negatively impact the Company's operating results.   The  Company  has
 a significant number of  locations in Mexico, a  country in which there  are
 potential risks  related to  geo-political events,  enforcement of  property
 rights, public safety and  security among others.   Actions or events  could
 occur in Mexico that are beyond the Company's control, which could  restrict
 or eliminate the  Company's ability to  operate its locations  in Mexico  or
 significantly reduce the profitability of such operations.  In addition, the
 Company conducts a significant number of transactions in pesos, the national
 currency  in  Mexico,  and  holds  significant  financial  assets  that  are
 denominated in pesos.   Significant fluctuations  in the value  of the  peso
 compared to the U.S. dollar could negatively impact the Company's  operating
 results.

      The inability to  successfully integrate  acquisitions could  adversely
 affect results.  The  success of the Auto  Master acquisition is subject  to
 numerous internal and external factors, such  as the ability to  consolidate
 data processing  and  accounting  functions, the  management  of  additional
 sales,  administrative,   operations  and   management  personnel,   overall
 management of a larger organization, the ability to manage a longer-maturing
 portfolio of customer  receivables, competitive market  forces, and  general
 economic factors.

      The Company's success depends upon  the continued contributions of  the
 Auto Master management team and key  employees of Auto Master.  The  Company
 is dependent upon the continued contributions of key Auto Master  employees.
 The loss of  the services  of key employees  could have  a material  adverse
 effect on the Company's results of operations.  In addition, as Auto  Master
 opens new dealerships, the Company will  need to hire additional  personnel.
 The market for qualified employees in  the industry and in the regions  Auto
 Master operates  is  highly  competitive and  may  subject  the  Company  to
 increased labor costs during periods of low unemployment.

      The Company's  allowance for  credit losses  may not  be sufficient  to
 cover actual  credit  losses  which could  adversely  affect  its  financial
 condition and operating  results.   From time to  time, the  Company has  to
 recognize losses resulting from the inability of certain borrowers to  repay
 loans and the insufficient realizable value  of the collateral securing  the
 loans. The Company maintains an allowance for credit losses in an attempt to
 cover credit losses inherent in its loan portfolio. Additional credit losses
 will likely occur in  the future and may  occur at a  rate greater than  the
 Company has experienced to  date. The allowance for  credit losses is  based
 primarily upon historical credit  loss experience, with consideration  given
 to  delinquency   levels,  collateral   values,  economic   conditions   and
 underwriting  and  collection  practices.  This  evaluation  is   inherently
 subjective as  it  requires  estimates  of  material  factors  that  may  be
 susceptible  to  significant  change.  If  the  Company's  assumptions   and
 judgments prove to be incorrect, its current allowance may not be sufficient
 and adjustments may be necessary to allow for different economic  conditions
 or adverse developments in its loan portfolio.

      The Company is dependent on the availability of used vehicle  inventory
 and access to  such inventory.   Auto  Master  acquires  vehicles  primarily
 through auction wholesalers and new car dealers.  There can be no  assurance
 that sufficient inventory will  continue to be available  to the Company  or
 will be available at comparable costs.  Any reduction in the availability of
 inventory or increases in the cost of vehicles would adversely affect  gross
 profit percentages as the Company focuses on keeping payments affordable  to
 its customer base.  The Company could have to absorb cost increases.

      A decreased demand for the Company's products and services and  failure
 of  the  Company  to  adapt to such decrease could adversely affect results.
 Although  the  Company's  products  and  services  are  a  staple   of   its
 customer base, the demand for a  particular product or service may  decrease
 due to a variety of factors, such as the availability of competing products,
 changes in customers' financial conditions, or regulatory restrictions  that
 reduce customer access to particular products.   Should the Company fail  to
 adapt to a significant  change in its customers'  demand for, or access  to,
 its products, the Company's revenues  could decrease significantly. Even  if
 the Company  does  make adaptations,  customers  may resist  or  may  reject
 products whose adaptations make them less  attractive or less available.  In
 any event, the effect of any product change on the results of the  Company's
 business may not be fully ascertainable until the change has been in  effect
 for some time. In particular, the Company has changed, and will continue  to
 change, some of  the cash  advance products and  services it  offers due  to
 regulatory developments.

      Inclement weather can adversely impact the Company's operating results.
 The occurrence of weather  events, such as rain,  cold weather, snow,  wind,
 storms, hurricanes, or other natural disasters, adversely affecting consumer
 traffic and collection activities at  the Company's stores and  dealerships,
 could negatively impact the Company's operating results.

       Other risk  factors are discussed  under Quantitative and  Qualitative
 Disclosures about Market Risk.

      Other risks  that  are indicated  in  the Company's  filings  with  the
 Securities and Exchange Commission may apply as well.


 Item 1b.  Unresolved Staff Comments
 -----------------------------------

      As  of  December 31, 2006,  the Company  had  no unresolved  SEC  staff
 comments.


 Item 2.  Properties
 -------------------

      The Company owns the  real estate and buildings  for three of its  pawn
 stores and leases  443 pawn, cash  advance and buy-here/pay-here  automotive
 dealership locations  that are  currently  open or  are  in the  process  of
 opening.  Leased facilities are generally leased for a term of three to five
 years with one  or more  options to renew.   The  Company's existing  leases
 expire on  dates ranging  between 2007  and  2017.   All current  store  and
 dealership leases  provide for  specified periodic  rental payments  ranging
 from approximately $740 to $10,600 per month.

      The Company currently leases approximately 19,500 square feet of office
 space in  Arlington, Texas  for its  corporate offices.   The  lease,  which
 expires April 30, 2010,  currently provides for  monthly rental payments  of
 approximately $29,000.  The Company  also leases approximately 7,500  square
 feet of  office space  in Monterrey,  Mexico for  its Mexico  administrative
 offices.  The  lease, which expires  July 30, 2009,  currently provides  for
 monthly rental payments of  approximately $3,500.   The Company also  leases
 approximately 13.5 acres and buildings in  Tontitown, Arkansas for the  Auto
 Master corporate  offices,  reconditioning  facility and  detail  center  of
 approximately 5,500, 11,800 and 9,600 square feet, respectively.  The lease,
 which expires  December  31, 2010,  currently  provides for  monthly  rental
 payments of approximately $22,800.

      The Company's 50%  owned joint  venture, Cash  & Go,  Ltd., leases  its
 kiosk locations under operating leases generally with terms ranging from one
 to five  years, with  renewal  options for  certain  locations.   The  joint
 venture's existing leases  expire on dates  ranging between  2007 and  2009.
 All current Cash &  Go, Ltd., leases provide  for specified periodic  rental
 payments ranging from approximately $1,100 to $1,700 per month.

      Most leases require the  Company to maintain the  property and pay  the
 cost of insurance and property taxes.  The Company believes that termination
 of any particular lease  would not have a  materially adverse effect on  the
 Company's operations.  The Company's strategy is generally to lease,  rather
 than purchase, space  for its pawnshop,  cash advance and  buy-here/pay-here
 automotive locations,  unless  the  Company finds  what  it  believes  is  a
 superior location at  an attractive price.   The Company  believes that  the
 facilities currently owned  and leased by  it as pawn  stores, cash  advance
 stores and buy-here/pay-here  automotive dealerships are  suitable for  such
 purposes.  The Company considers its equipment, furniture and fixtures to be
 in good condition.


 Item 3.  Legal Proceedings
 --------------------------

      The Company is from time to time a defendant (actual or threatened)  in
 certain lawsuits and arbitration claims  encountered in the ordinary  course
 of its business,  the resolution  of which,  in the  opinion of  management,
 should not  have a  materially adverse  effect  on the  Company's  financial
 position, results of operations, or cash flows.


 Item 4.  Submission of Matters to a Vote of Security Holders
 ------------------------------------------------------------

      No matter was  submitted to a  vote of the  Company's security  holders
 during the fourth quarter of fiscal 2006.


                                   PART II
                                   -------

 Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
 -----------------------------------------------------------------------------

 General Market Information

      The Company's common stock is quoted on the Nasdaq Global Select Market
 under the symbol "FCFS."  The following table sets forth the quarterly  high
 and low closing sales prices per share for the common stock, as reported  by
 the Nasdaq National Market:

                                First   Second    Third   Fourth
                               Quarter  Quarter  Quarter  Quarter
                               -------  -------  -------  -------
       2006
         High                  $21.00   $22.37   $21.70   $26.12
         Low                    14.39    18.60    16.85    19.66


       2005
         High                  $13.32   $11.36   $13.16   $14.89
         Low                    10.08     8.45    10.53    12.01

      On March 14, 2007,  the  closing sales price  for the  common stock  as
 reported by the Nasdaq National Market was $20.78 share.  On March 14, 2007,
 there were approximately 59 stockholders of record of the common stock.

      No cash dividends have  been paid by the  Company on its common  stock.
 The dividend and earnings  retention policies are reviewed  by the Board  of
 Directors of the Company from time to time in light of, among other  things,
 the Company's earnings, cash flows, and  financial position.  The  Company's
 revolving credit facility contains provisions that allow the Company to  pay
 cash dividends within certain parameters.

 Recent Issuances of Common Stock

      During the period from January 1, 2006, through December 31, 2006,  the
 Company issued 1,020,000 shares of common stock relating to the exercise  of
 outstanding stock options  for an  aggregate exercise  price of  $14,899,000
 (including income tax  benefit).  During  the period from  January 1,  2006,
 through December 31, 2006, the Company issued 418,000 shares of common stock
 relating to  the exercise  of outstanding  stock warrants  for an  aggregate
 price of $3,415,000  (including income  tax effect).   The  issuance of  the
 derivative securities to  officers and  employees was  exempt under  Section
 4(2) of the Act,  and all holders  had access to  and/or reviewed copies  of
 Exchange Act filings.  No sales commissions were paid with respect to  these
 issuances.

 Issuer Purchases of Equity Securities

      In July 2004, the Company's Board of Directors authorized an open-ended
 stock  repurchase  plan,  with  no  dollar  limitation,  to  permit   future
 repurchases of up to  3,200,000 shares of  the Company's outstanding  common
 stock.   During  the  second  quarter  of  2006,   First  Cash   repurchased
 approximately 802,000 shares to close out the 2004-authorized program.   The
 repurchase price of  the 3,200,000 shares  repurchased under  this plan  was
 $39,425,000 or a weighted-average of $12.32 per share.

      In June 2006, the Company's Board of Directors authorized a  repurchase
 program for up to 2,000,000 shares of First Cash's outstanding common stock.
 During the  second quarter  of  2006, the  Company  repurchased a  total  of
 461,000 common shares under the new  stock repurchase plan for an  aggregate
 purchase price of  $8,848,000 or  $19.21 per share.   There  were no  shares
 repurchased during  the  third and  fourth  quarters  of  2006.   There  are
 1,539,000 total remaining  shares available for  repurchase under the  2006-
 authorized plan.


 Item 6.  Selected Financial Data
 --------------------------------

      The information below should be  read in conjunction with  Management's
 Discussion and Analysis  of Financial  Condition and  Results of  Operations
 included in Item 7 and the  Company's Consolidated Financial Statements  and
 related notes thereto required by Item 8.

<TABLE>
                                                  Year Ended December 31,
                                   ----------------------------------------------------
                                     2006       2005       2004       2003       2002
                                   --------   --------   --------   --------   --------
                     (in thousands, except per share amounts and certain operating data)
 <S>                              <C>        <C>        <C>        <C>        <C>
 Income Statement Data:
   Total revenues                 $ 269,722  $ 207,775  $ 179,813  $ 145,468  $ 118,793
   Cost of revenues                 106,132     75,768     63,867     51,222     41,817
   Net revenues                     163,590    132,007    115,946     94,246     76,976
   Total expenses and
     other income                   113,990     92,329     83,079     69,517     59,585
   Income before income taxes        49,600     39,678     32,867     24,729     17,391
   Provision for income taxes        17,856     14,295     12,161      9,397      6,451
   Income before change in
     accounting principle            31,744     25,383     20,706     15,332     10,940
   Cumulative effect of change
     in accounting principle,
     net of taxes                         -          -          -       (357)         -
   Net income                        31,744     25,383     20,706     14,975     10,940

 Net income per share:
   Basic:
     Income before change in
       accounting principle       $    1.01  $    0.81  $    0.66  $    0.55  $    0.42
     Net income                        1.01       0.81       0.66       0.54       0.42
   Diluted:
     Income before change in
       accounting principle            0.97       0.76       0.61       0.49       0.38
     Net income                        0.97       0.76       0.61       0.48       0.38

 Unaudited pro forma amounts
   assuming retroactive
   application of change in
   accounting principle:
     Revenues                     $ 269,722  $ 207,775  $ 179,813  $ 152,162  $ 125,886
     Net income                      31,744     25,383     20,706     15,362     10,790
     Basic earnings per share          1.01       0.81       0.66       0.55       0.42
     Diluted earnings per share        0.97       0.76       0.61       0.49       0.38

 Balance Sheet Data:
   Working capital                $  93,653  $  93,506  $  81,389  $  60,840  $  47,187
   Total assets                     233,842    185,954    162,343    140,064    130,999
   Long-term liabilities             23,485      8,616      8,755     11,955     33,525
   Total liabilities                 45,246     23,246     18,297     22,841     44,479
   Stockholders' equity             188,596    162,708    144,046    117,223     86,520

 End of Year Location Counts:
   Pawn-only stores                     183        157        127         89         57
   Pawn stores offering cash
     advances (1)                        69         69         70         71         74
   Cash advance stores (1)              145        102         87         75         59
   Buy-here/pay-here dealerships         10          -          -          -          -
                                   --------   --------   --------   --------   --------
                                        407        328        284        235        190
                                   ========   ========   ========   ========   ========

 (1)  Includes locations where cash advances are provided through the CSO program.

</TABLE>
<PAGE>


 Item 7.  Management's Discussion and Analysis of Financial Condition and
 ------------------------------------------------------------------------
 Results of Operations
 ---------------------

 General

      The Company's pawn revenues are derived primarily from service fees  on
 pawns, and  merchandise sales  of forfeited  pawn collateral.   The  Company
 accrues pawn service charge revenue on a constant-yield basis over the  life
 of the pawn for all pawns that  the Company deems collection to be  probable
 based on historical  pawn redemption statistics.   If a  pawn is not  repaid
 prior to the expiration  of the automatic  extension period, if  applicable,
 the property is forfeited to the  Company and transferred to inventory at  a
 value equal  to the  principal  amount of  the  loan, exclusive  of  accrued
 interest.

      The Company's cash advance revenues are derived primarily from fees  on
 cash advances and credit services fees.  The Company recognizes service  fee
 income on  cash advances  on a  constant-yield basis  over the  life of  the
 advance, which is generally  thirty-one days or less.   The net defaults  on
 cash advances and changes in the cash advance valuation reserve are  charged
 to the cash  advance loss  provision.  The  credit loss  provision is  based
 primarily upon historical credit  loss experience, with consideration  given
 to  recent  credit  loss   trends,  delinquency,  economic  conditions   and
 management's expectations of future credit losses.

      First Cash  Credit, Ltd.,  a wholly-owned  subsidiary of  the  Company,
 offers a fee-based credit services organization program to assist  customers
 in all of the Company's Texas locations in obtaining credit.  Under the  CSO
 program, FCC assists  customers in applying  for a short-term  loan from  an
 independent, non-bank, consumer lending  company and issues the  Independent
 Lender a letter  of credit  to guarantee  the repayment  of the  loan.   The
 Company recognizes  credit  services  fees, which  are  collected  from  the
 customer at the inception  of the loan,  ratably over the  life of the  loan
 made by the Independent Lender.  The loans made by the Independent Lender to
 credit services customers  of FCC have  terms of seven  to thirty-one  days.
 The Company records a liability for collected, but unearned, credit services
 fees received  from  its customers  and  the  estimated fair  value  of  the
 liability under the letters of credit.

      The  Company's  buy-here/pay-here   automotive  revenues  are   derived
 primarily from  the sale  of  used vehicles  and  the finance  charges  from
 related vehicle  financing  contracts.   Revenues  from  the  sale  of  used
 vehicles  are  recognized  when  the  sales  contract  and  related  finance
 agreement is signed and  the customer has taken  possession of the  vehicle.
 Interest income is recognized on all active finance receivable accounts on a
 constant-yield basis.  Late payment  fees are recognized when collected  and
 are included in  revenue.   The Company  maintains an  allowance for  credit
 losses, on an aggregate basis, at  a level it considers sufficient to  cover
 estimated losses in the collection of  its finance receivables.  The  credit
 loss provision is  based primarily upon  historical credit loss  experience,
 with consideration given to recent credit loss trends, delinquency, economic
 conditions and management's expectations of future credit losses.


                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
 Total receivable balances at end
   of period, in thousands:
   Pawn receivables                            $ 32,459   $ 27,314   $ 23,429
   Cash advance receivables, net of allowance     7,510      6,488     15,465
   CSO loans held by independent third-party
     lender (1)                                  12,732     10,724          -
   Buy-here/pay-here automotive receivables,
     net of allowance                            34,295          -          -

 Source of cash advance receivables balances,
   net of allowance, and CSO loans at end of
   period, in thousands (1):
     Pawn stores                               $  3,063   $  3,313   $  2,974
     Cash advance stores                         15,339     12,031     10,967
     Cash & Go, Ltd., joint venture kiosks        1,840      1,868      1,524

 Source of inventories, in thousands:
   Pawn stores                                 $ 25,034   $ 21,987   $ 17,644
   Buy-here/pay-here dealerships                  3,727          -          -

 Annualized inventory turnover:
   Pawn stores                                      3.2x       3.2x       3.1x
   Buy-here/pay-here dealerships                    8.8x         -          -

 Annualized service/finance fee yield (2):
   Pawn receivables                                 160%       158%       156%
   Cash advance receivables, net of credit
     loss provision                                 332%       324%       326%
   Buy-here/pay-here receivables                     12%         -          -

 Net cash advance and credit services loss
   provision as a percentage of service fees (1)     23%        23%        21%

 Net buy-here/pay-here loss provision as a
   percentage of retail sales                        27%         -          -

 Locations in operation (excluding joint
   venture kiosks):
   Beginning of the year                            328        284        235
   Opened                                            72         50         52
   Acquired                                           8          -          -
   Consolidated/closed                               (1)        (6)        (3)
                                                -------    -------    -------
   End of the year                                  407        328        284
                                                =======    =======    =======
 Number of locations at end of period:
   Pawn-only stores                                 183        157        127
   Pawn stores also offering cash advances (3)       69         69         70
   Cash advance stores (3)                          145        102         87
   Cash & Go, Ltd., joint venture kiosks (3)         40         40         40
   Buy-here/pay-here automotive dealerships          10          -          -


                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
 Average receivables and CSO loan balances per
   location at end of period, in thousands:
     Pawn receivables in pawn stores           $    129   $    121   $    119
     Cash advances in pawn stores (1)                44         48         43
     Cash advances in cash advance stores
       (excluding Cash & Go, Ltd.)   (1)            106        118        126
     Cash advances in Cash & Go, Ltd., joint
       venture kiosks (1)                            46         47         38
     Buy-here/pay-here finance receivables
       in dealerships                             3,430          -          -

 Average inventories per location,
   in thousands:
     Pawn stores                               $     99   $     97   $     90
     Buy-here/pay-here dealerships                  373          -          -

 Average outstanding loan at December 31, 2006:
     Pawn receivables                          $     99   $     95   $     85
     Cash advance receivables                       381        364        391
     CSO loans held by independent
       third-party lender (1)                       439        454          -
     Buy-here/pay-here receivables                6,335          -          -

  (1)  Cash  advance  amount includes cash advances recorded on the Company's
       balance   sheet  and  the  principal  portion  of  active   CSO  loans
       outstanding  from  the  independent third-party lender, the balance of
       which is not included on the Company's balance sheet.

  (2)  The  annualized  yield  on  pawn receivables is calculated by dividing
       total  pawn  service  fees by the average  quarterly  pawn  receivable
       balance for the year.  The annualized yield,  net  of  loss provision,
       for cash advances is calculated by dividing total cash advance service
       fees, net of the cash advance loss provision, by the average quarterly
       cash  advance  receivable  balance for the year.  The annualized yield
       calculation for cash advances  does  not  include credit services fees
       or the related credit services loss provision.  The  annualized  yield
       on  buy-here/pay-here  receivables  is  calculated  by  dividing total
       buy-here/pay-here  finance  fees  (annual  amount  estimated)  by  the
       average  quarterly buy-here/pay-here receivable balance for the period
       August 25, 2006 through December 31, 2006.

  (3)  Includes  locations  where  cash advances are provided through the CSO
       program.

      Stores included in the same-store revenue calculations are those stores
 that were  opened prior  to  the beginning  of  the prior  year  comparative
 fiscal period  and  are  still  open.  Also included  are stores  that  were
 relocated during  the year  within  a specified  distance serving  the  same
 market, where there  is not  a significant change  in store  size and  where
 there is not a significant overlap or  gap in timing between the opening  of
 the new  store and the  closing of  the existing  store.   During the  third
 quarter of  2006, the  Company  relocated one  pawn  store that  involved  a
 significant change in the size of its retail showroom, and accordingly,  the
 expanded store has  been excluded from  the same-store  calculations.   Non-
 retail  sales  of   scrap  jewelry  are   included  in  same-store   revenue
 calculations.   The Auto  Master buy-here/pay-here  automotive  dealerships,
 acquired in  August  2006,  were not  included  in  the  same-store  revenue
 calculations.

      While the Company has had significant increases in revenues due to  new
 store openings and acquisitions, the Company has also incurred increases  in
 operating  expenses  attributable to  the  additional locations.   Operating
 expenses consist  of all  items directly  related to  the operation  of  the
 Company's stores  and dealerships,  including salaries  and related  payroll
 costs, rent, utilities,  equipment, advertising,  property taxes,  licenses,
 supplies and security.  Administrative expenses consist of items relating to
 the operation  of  the corporate  offices,  including the  compensation  and
 benefit costs of corporate management, area supervisors and other operations
 management personnel, collections operations  and personnel, accounting  and
 administrative costs, information technology  costs, liability and  casualty
 insurance,  outside  legal  and  accounting  fees  and   stockholder-related
 expenses.

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
 Income statement items as a percent
 of total revenues:
  Revenues:
    Merchandise sales                              55.4%      49.2%      48.2%
    Finance and service charges                    43.1       48.9       49.4
    Other                                           1.5        1.9        2.4

  Cost of revenues:
    Cost of goods sold                             31.2%      29.7%      29.0%
    Credit loss provision                           8.0        6.6        6.4
    Other                                           0.2        0.1        0.1

  Net revenues                                     60.7%      63.5%      64.5%

  Expenses and other income:
    Store operating expenses                       30.1%      32.5%      34.0%
    Administrative expenses                         9.1        9.3        9.9
    Depreciation                                    2.9        2.8        2.3
    Amortization                                      -          -          -
    Interest expense                                0.3          -          -
    Interest income                                (0.3)      (0.2)         -

 Merchandise sales gross profit                    43.6%      39.6%      40.0%


 Critical Accounting Policies

      The preparation of financial  statements in conformity with  accounting
 principles generally  accepted  in the  United  States of  America  requires
 management to  make  estimates  and assumptions  that  affect  the  reported
 amounts of  assets  and  liabilities, related  revenues  and  expenses,  and
 disclosure of  gain and  loss contingencies  at the  date of  the  financial
 statements.  Such estimates and assumptions are subject to a number of risks
 and uncertainties, which may cause actual results to differ materially  from
 the Company's  estimates.   The  significant  accounting  policies  that  we
 believe are the most critical to  aid in fully understanding and  evaluating
 our reported financial results include the following:

      Principles of consolidation  -  The accompanying consolidated financial
 statements  of  the  Company  include  the  accounts  of  its   wholly-owned
 subsidiaries.  The  Company is a  50% partner in  Cash & Go,  Ltd., a  Texas
 limited partnership, and in accordance with FASB Interpretation No. 46(R)  -
 Consolidation of  Variable  Interest Entities,  the  consolidated  operating
 results include those of Cash &  Go, Ltd.  On  August 25, 2006, the  Company
 acquired Guaranteed Auto  Finance, Inc. and  SHAC, Inc. (collectively  doing
 business as  "Auto Master").   Accordingly,  the operating  results of  Auto
 Master are included in consolidated operating results for the period  August
 26,  2006  through   December  31,  2006.   See  Note  4.   All  significant
 intercompany accounts and transactions have been eliminated.

      Receivables and income recognition  -  Receivables on the balance sheet
 consist of  pawn, cash  advances and  buy-here/pay-here automotive  customer
 receivables.  Pawns are  made on the pledge  of tangible personal  property.
 The Company accrues pawn  service charge revenue  on a constant-yield  basis
 over the life of the pawn for all pawns that the Company deems collection to
 be probable based on historical pawn redemption statistics. The typical pawn
 loan has a term of thirty  days.  If the pawn  is not repaid, the  principal
 amount pawned  becomes  the  carrying  value  of  the  forfeited  collateral
 (inventory), which  is held  for sale.   The  Company accrues  cash  advance
 service fees on a  constant-yield basis over the  term of the cash  advance.
 Cash advances have  terms that  range from seven  to thirty-one  days.   The
 Company recognizes  credit  services  fees, which  are  collected  from  the
 customer at the inception of the credit services agreement, ratably over the
 life of the  loan made by  the Independent Lender.   The loans  made by  the
 Independent Lender  to credit  services customers  have  terms of  seven  to
 thirty-five  days.  The  Company  records  a liability  for  collected,  but
 unearned, credit services fees received from  its customers.  The  Company's
 buy-here/pay-here revenues are primarily from retail sales of used  vehicles
 to the general public in its automotive dealerships.  The  Company  provides
 financing to substantially all  of its customers who  purchase a vehicle  at
 one of its dealerships.  The  Company's vehicle sales and finance  contracts
 typically include down payments ranging from  5% to 10%, an average term  of
 30 months, and typical annual finance charges ranging from 8% to 16%.

      Cash advance  and credit  services loss  provision  -  An  allowance is
 provided for  losses on  active cash  advances and  service fees  receivable
 based upon expected  default rates, net  of estimated  future recoveries  of
 previously defaulted cash advances and service fees receivable.  The Company
 considers cash advances to be in default if  they are not repaid on the  due
 date, and writes off the principal amount and service fees receivable as  of
 the default date, leaving only active advances in the reported balance.  Net
 defaults and changes in the cash  advance allowance are charged to the  cash
 advance loss provision.  Under the CSO program, letters of credit issued  by
 FCC to the Independent Lender constitute  a guarantee for which the  Company
 is required to recognize, at the inception of the guarantee, a liability for
 the fair  value of  the  obligation undertaken  by  issuing the  letters  of
 credit.  The Independent Lender may present the letter of credit to FCC  for
 payment if the  customer fails  to repay  the full  amount of  the loan  and
 accrued interest after  the due date  of the loan.   Each  letter of  credit
 expires within  60  days  from  the  inception  of  the  associated  lending
 transaction.   FCC's maximum  loss exposure  under  all of  the  outstanding
 letters of  credit issued  on behalf  of its  customers to  the  Independent
 Lender as of December 31, 2006 was $14,239,000.  According to the letter  of
 credit, if  the borrower  defaults on  the loan,  the Company  will pay  the
 Independent Lender the principal, accrued interest, insufficient funds fees,
 and late fees,  all of which  the Company records  in the  cash advance  and
 credit services loss provision.  FCC  is entitled to seek recovery  directly
 from its customers for amounts it pays the Independent Lender in  performing
 under the letters of credit.   The Company records the estimated fair  value
 of the liability under the letters  of credit in accrued liabilities.   This
 fair value estimate is  based in part upon  the Company's historical  credit
 losses for the  cash advance product,  which the Company  considers to be  a
 similar credit risk.

      Buy-here/pay-here credit  loss provision  -  The Company  maintains  an
 allowance for credit losses  on an aggregate basis  at a level it  considers
 sufficient to  cover  estimated losses  in  the collection  of  its  finance
 receivables. The  allowance  for  credit  losses  is  based  primarily  upon
 historical credit loss experience, with consideration given to recent credit
 loss trends  and  changes  in loan  characteristics  (i.e.,  average  amount
 financed  and  term),  delinquency   levels,  collateral  values,   economic
 conditions, age of dealership and underwriting and collection practices. The
 allowance for credit  losses is regularly  reviewed by  management with  any
 changes reflected in current operations. Although it is at least  reasonably
 possible that events or circumstances could occur in the future that are not
 presently foreseen which could cause actual  credit losses to be  materially
 different from  the  recorded  allowance  for  credit  losses,  the  Company
 believes that it has given appropriate consideration to all relevant factors
 and has made reasonable assumptions in determining the allowance for  credit
 losses.

      Inventories  -   Pawn  inventories   represent  merchandise   purchased
 directly from  the public  and merchandise  acquired from  forfeited  pawns.
 Inventories  purchased  directly  from  customers  are  recorded  at   cost.
 Inventories from forfeited  pawns are  recorded at  the amount  of the  pawn
 principal on  the unredeemed  goods.   Vehicle inventories  consist of  used
 vehicles acquired from auctions, new car dealerships and trade-ins.  Vehicle
 transportation and reconditioning  costs are capitalized  as a component  of
 inventory.  Repossessed  vehicles   are  recorded  at   fair  value,   which
 approximates  wholesale value.  The  cost  of  pawn and vehicle  inventories
 is  determined  on  the  specific  identification method.  Pawn  and vehicle
 inventories  are  stated  at  the lower  of  cost  or  market;  accordingly,
 inventory valuation  allowances  are  established  when  inventory  carrying
 values are in  excess of estimated  selling prices, net  of direct costs  of
 disposal.   Management  has  evaluated inventories  and  determined  that  a
 valuation allowance is not necessary.

      Long-lived assets  -  Property,  plant and  equipment  and  non-current
 assets  are  reviewed   for  impairment  whenever   events  or  changes   in
 circumstances indicate  that the  net book  value of  the asset  may not  be
 recoverable.  An impairment  loss is recognized if  the sum of the  expected
 future cash flows  (undiscounted and before  interest) from the  use of  the
 asset is less than the net book value  of the asset.  Generally, the  amount
 of the impairment loss  is measured as the  difference between the net  book
 value of  the asset  and the  estimated  fair value  of the  related  asset.
 Management does  not believe  any  of these  assets  have been  impaired  at
 December 31, 2006.  Goodwill is reviewed annually for impairment based  upon
 its fair value, or more frequently if certain indicators arise.   Management
 has determined that goodwill has not been impaired at December 31, 2006.

      Stock-based compensation  -  Prior  to January  1,  2006,  the  Company
 accounted  for  its  share-based  employee  compensation  plans  under   the
 recognition and measurement provisions of APB  25, as permitted by SFAS  No.
 123, "Accounting for Stock-Based Compensation."  Effective January 1,  2006,
 the Company  adopted  the fair  value  recognition provisions  of  SFAS  No.
 123(R), as described in Note 12, "Equity Compensation Plans and  Share-Based
 Compensation."

 Results of Operations

 Twelve  Months  Ended  December 31, 2006  Compared to  Twelve  Months  Ended
 December 31, 2005

      The following table (amounts shown in thousands) details the components
 of revenues for the fiscal year ended December 31, 2006 ("Fiscal 2006"),  as
 compared to the fiscal year ended December 31, 2005 ("Fiscal 2005"):

                                       Fiscal Year Ended
                                          December 31,
                                      --------------------
                                        2006       2005     Increase/Decrease
                                      --------    --------  -----------------
 Domestic revenues:
   Pawn retail merchandise sales     $  60,097   $  57,174    $  2,923    5%
   Pawn scrap jewelry sales             11,337       7,230       4,107   57%
   Pawn service charges                 27,847      25,429       2,418   10%
   Cash advance and credit
     services fees                      66,167      60,881       5,286    9%
   Buy-here/pay-here retail
     automobile sales                   22,507           -      22,507    -
   Buy-here/pay-here wholesale
     automobile sales                      530           -         530    -
   Buy-here/pay-here finance charges     1,348           -       1,348    -
   Other                                 4,062       3,935         127    3%
                                      --------    --------     -------
                                     $ 193,895   $ 154,649    $ 39,246   25%
                                      ========    ========     =======
 Foreign revenues:
   Pawn retail merchandise sales     $  34,667   $  24,165    $ 10,502   43%
   Pawn scrap jewelry sales             20,335      13,570       6,765   50%
   Pawn service charges                 20,825      15,391       5,434   35%
                                      --------    --------     -------
                                     $  75,827   $  53,126    $ 22,701   43%
                                      ========    ========     =======
 Total revenues:
   Pawn retail merchandise sales     $  94,764   $  81,339    $ 13,425   17%
   Pawn scrap jewelry sales             31,672      20,800      10,872   52%
   Pawn service charges                 48,672      40,820       7,852   19%
   Cash advance and credit
     services fees                      66,167      60,881       5,286    9%
   Buy-here/pay-here retail
     automobile sales                   22,507           -      22,507    -
   Buy-here/pay-here wholesale
     automobile sales                      530           -         530    -
   Buy-here/pay-here finance charges     1,348           -       1,348    -
   Other                                 4,062       3,935         127    3%
                                      --------    --------     -------
                                     $ 269,722   $ 207,775    $ 61,947   30%
                                      ========    ========     =======

      The Company  introduced  its  credit  services  program  in  its  Texas
 locations in  July  2005.   Credit  services  fees, which  are  included  in
 reported cash  advance and  credit services  fees, totaled  $43,344,000  and
 $18,657,000 for Fiscal 2006 and Fiscal 2005, respectively.

      Same-store revenues (stores that  were in operation  during all of  the
 year of both Fiscal  2005 and Fiscal 2006)  increased 9% or $18,890,000  for
 Fiscal 2006 as compared to  Fiscal 2005.  Revenues  generated by the 62  new
 pawn stores  and the  58 new  cash advance  stores which  have opened  since
 January 1, 2005 increased by $19,534,000, compared to Fiscal 2005.  Revenues
 from the eight buy-here/pay-here  automobile dealerships acquired in  August
 2006 and the two dealerships opened in November 2006 totaled $24,466,000.

      The  following  table  (amounts   shown  in  thousands)  details   pawn
 receivables, cash advance receivables, active CSO loans outstanding from  an
 independent third-party lender and buy/here-pay/here automotive  receivables
 as of December 31, 2006, as compared to December 31, 2005:

                                      Balance at December 31,
                                      -----------------------
                                        2006       2005     Increase/Decrease
                                      --------    --------  -----------------
 Domestic customer receivables &
 CSO loans outstanding:
   Pawn receivables                  $  21,350   $  18,603    $  2,747   15%
   Cash advance receivables,
     net of allowance                    7,510       6,488       1,022   16%
   CSO loans held by independent
     third-party lender (1)             12,732      10,724       2,008   19%
   Buy-here/pay-here receivables,
     net of allowance                   34,295           -      34,295    -
                                      --------    --------     -------
                                     $  75,887   $  35,815    $ 40,072  112%
                                      ========    ========     =======
   Foreign customer receivables:
   Pawn receivables                  $  11,109   $   8,711    $  2,398   28%
                                      --------    --------     -------
   Total customer receivables and
     CSO loans outstanding:
   Pawn receivables                  $  32,459   $  27,314    $  5,145   19%
   Cash advance receivables,
     net of allowance                    7,510       6,488       1,022   16%
   CSO loans held by independent
     third-party lender (1)             12,732      10,724       2,008   19%
   Buy-here/pay-here receivables,
     net of allowance                   34,295           -      34,295    -
                                      --------    --------     -------
                                     $  86,996   $  44,526    $ 42,470   95%
                                      ========    ========     =======

      (1)   CSO loans outstanding  are comprised of the principal portion  of
            active  CSO  loans  outstanding  from  an independent third-party
            lender, which are not included on the Company's balance sheet.

      Of the $5,145,000  total increase in  pawn receivables, $3,799,000  was
 attributable to  the growth  at the  stores  that were  in operation  as  of
 December 31, 2006 and  2005, and $1,346,000 was  attributable to the 27  new
 pawn stores opened  since December 31,  2005, all of  which were located  in
 Mexico.   Of the  $3,030,000 total  increase in  cash advance  and CSO  loan
 receivables, $1,413,000 was attributable  to the growth  at the stores  that
 were in  operation as  of December  31, 2006  and 2005,  and $1,617,000  was
 attributable to the  43 new cash  advance stores opened  since December  31,
 2005.  The Company's credit services customers had current loans outstanding
 with the Independent  Lender in the  amount of $12,732,000  at December  31,
 2006, compared to  $10,724,000 at  December 31,  2005.   The Company's  loss
 reserve on cash advance receivables decreased from $242,000 at December  31,
 2005, to $230,000 at December 31, 2006.   Under the CSO program, letters  of
 credit issued by FCC  to the Independent Lender  constitute a guarantee  for
 which the  Company  is  required  to recognize,  at  the  inception  of  the
 guarantee, a liability for  the fair value of  the obligation undertaken  by
 issuing the letters of credit.  The estimated loss reserve under the letters
 of credit, net  of anticipated recoveries  from customers,  was $569,000  at
 December 31, 2006 compared to $508,000  at December 31, 2005.  This  reserve
 is included  as  a  component  of the  Company's  accrued  expenses  on  its
 consolidated balance sheets.

      The gross profit margin on total pawn merchandise sales was 42%  during
 Fiscal  2006,  compared  to  40%  during Fiscal 2005,  primarily as a result
 of improved  margins  on  wholesale  scrap  jewelry  revenues.  Retail  pawn
 merchandise margins,  which exclude  scrap jewelry  sales, were  44%  during
 Fiscal 2006 and Fiscal  2005.  The gross  margin on wholesale scrap  jewelry
 sales was 34% during Fiscal 2006, compared to 22% during Fiscal 2005.   This
 difference was primarily  the result of  increased selling  prices for  gold
 during the  applicable periods.   The  volume-weight of  scrap jewelry  sold
 during Fiscal 2006 increased approximately 13% compared to Fiscal 2005.  The
 gross profit margin, before the credit loss provision, on  buy-here/pay-here
 retail automobile  sales was  57% for  the period  August 26,  2006  through
 December 31, 2006.

      The Company's  cash  advance and  credit  services loss  provision  for
 Fiscal 2006 was unchanged from Fiscal 2005 at 23% of cash advance and credit
 services fee revenues.   The Company  realized approximately $1,883,000  and
 $1,569,000 from  sales  of charged  off  cash advance  and  credit  services
 receivables during Fiscal 2006 and 2005,  respectively.  These amounts  were
 recorded as  a  reduction to  the  cash  advance and  credit  services  loss
 provision.   The  buy-here/pay-here  automotive credit  loss  provision  was
 $6,137,000 for the period August 26,  2006 through December 31, 2006,  which
 represented 27% of retail automobile sales.

      Store operating  expenses increased  20% to  $81,089,000 during  Fiscal
 2006 compared to $67,430,000  during Fiscal 2005, primarily  as a result  of
 the net addition of 113 pawn and cash advance stores since January 1,  2005,
 which is  a  40%  increase in  the  store  count.   Administrative  expenses
 increased 27%  to $24,671,000  during Fiscal  2006 compared  to  $19,412,000
 during Fiscal 2005, which is primarily attributable to increased  management
 and supervisory  compensation  expense, additional  administrative  expenses
 related to new store  openings, the Auto Master  acquisition and a  non-cash
 charge of approximately $583,000 for  share-based compensation expense as  a
 result of  the adoption  of SFAS  123(R), effective  January 1,  2006.   The
 Company incurred interest expense on  acquisition-related debt in the  third
 and fourth quarters  of 2006  of $916,000.   There was  no debt  outstanding
 during Fiscal 2005.  Interest income increased from $317,000 in Fiscal  2005
 to $727,000  in Fiscal  2006, due  primarily to  interest income  earned  on
 increased levels of invested cash and cash equivalents.

      For both Fiscal 2006 and 2005,  the Company's effective federal  income
 tax rate of 36% differed from  the statutory tax rate of approximately  35%,
 primarily as a result of state income taxes.

      Net income increased  25% to $31,744,000 during Fiscal 2006 compared to
 $25,383,000 during Fiscal 2005.

 Twelve  Months  Ended  December 31, 2005  Compared to  Twelve  Months  Ended
 December 31, 2004

      The following table (amounts shown in thousands) details the components
 of revenues for the fiscal year ended December 31, 2005, as compared to  the
 fiscal year ended December 31, 2004 ("Fiscal 2004"):

                                       Fiscal Year Ended
                                          December 31,
                                      --------------------
                                        2005       2004     Increase/Decrease
                                      --------    --------  -----------------
  Domestic revenues:
    Pawn retail merchandise sales    $  57,174   $  55,307    $  1,867    3%
    Pawn scrap jewelry sales             7,230       7,787        (557)  (7%)
    Pawn service charges                25,429      23,887       1,542    6%
    Cash advance and credit
      services fees                     60,881      54,123       6,758   12%
    Other                                3,935       4,282        (347)  (8%)
                                      --------    --------     -------
                                     $ 154,649   $ 145,386    $  9,263    6%
                                      ========    ========     =======
  Foreign revenues:
    Pawn retail merchandise sales    $  24,165   $  14,774    $  9,391   64%
    Pawn scrap jewelry sales            13,570       8,877       4,693   53%
    Pawn service charges                15,391      10,776       4,615   43%
                                      --------    --------     -------
                                     $  53,126   $  34,427    $ 18,699   54%
                                      ========    ========     =======
  Total revenues:
    Pawn retail merchandise sales    $  81,339      70,081      11,258   16%
    Pawn scrap jewelry sales            20,800      16,664       4,136   25%
    Pawn service charges                40,820      34,663       6,157   18%
    Cash advance and credit
      services fees                     60,881      54,123       6,758   12%
    Other                                3,935       4,282        (347)  (8%)
                                      --------    --------     -------
                                     $ 207,775   $ 179,813    $ 27,962   16%
                                      ========    ========     =======

      The Company  introduced  its  credit  services  program  in  its  Texas
 locations in  July  2005.   Credit  services  fees, which  are  included  in
 reported cash  advance and  credit services  fees, totaled  $18,657,000  for
 Fiscal 2005.

      Same-store revenues (stores that  were in operation  during all of  the
 year of both Fiscal  2004 and Fiscal 2005)  increased 6% or $10,885,000  for
 Fiscal 2005 as compared to Fiscal 2004.   Revenues generated by the 102  new
 pawn and  cash  advance  stores  that have  opened  since  January  1,  2004
 increased by $18,175,000, compared to Fiscal 2004.

      The  following  table  (amounts   shown  in  thousands)  details   pawn
 receivables, cash advance receivables and active CSO loans  outstanding from
 an independent third-party  lender  as  of December 31, 2005, as compared to
 December 31, 2004:

                                    Balance at December 31,
                                    -----------------------
                                        2005       2004     Increase/Decrease
                                      --------    --------  -----------------
 Domestic customer receivables &
   CSO loans outstanding:
   Pawn receivables                  $  18,603   $  16,707    $  1,896   11%
   Cash advance receivables,
     net of allowance                    6,488      15,465      (8,977) (58%)
   CSO loans held by independent
     third-party lender (1)             10,724           -      10,724    -
                                      --------    --------     -------
                                     $  35,815   $  32,172    $  3,643   11%
                                      ========    ========     =======
 Foreign customer receivables:
   Pawn receivables                  $   8,711   $   6,722    $  1,989   30%
                                      --------    --------     -------
 Total customer receivables and
   CSO loans outstanding:
   Pawn receivables                  $  27,314   $  23,429    $  3,885   17%
   Cash advance receivables,
     net of allowance                    6,488      15,465      (8,977) (58%)
   CSO loans held by independent
     third-party lender (1)             10,724           -      10,724    -
                                      --------    --------     -------
                                     $  44,526   $  38,894    $  5,632   14%
                                      ========    ========     =======


 (1)   CSO loans outstanding are comprised of the principal portion of active
       CSO  loans  outstanding from an independent third-party lender,  which
       are not included on the Company's balance sheet.

      Of the $3,885,000  total increase in  pawn receivables, $2,639,000  was
 attributable to  the growth  at the  stores  that were  in operation  as  of
 December 31, 2005 and  2004, and $1,246,000 was  attributable to the 35  new
 pawn stores opened  since December 31,  2004, all of  which were located  in
 Mexico.  The decrease in short-term advance receivables was due primarily to
 the introduction  of the  credit services  program  in the  Company's  Texas
 locations, and  the  resulting  discontinuation of  the  short-term  advance
 product in Texas during the second half of Fiscal 2005.  As a result, short-
 term advance receivables  in the  Company's Texas  locations, including  the
 Cash & Go, Ltd., joint venture kiosks, decreased from $8,826,000 at December
 31, 2004,  to zero  at December  31, 2005.   As  of December  31, 2005,  the
 Company's credit services customers had  current loans outstanding with  the
 Independent  Lender  in  the  amount  of  $10,724,000.   Short-term  advance
 receivables in the Company's  non-Texas locations decreased from  $6,638,000
 at December 31, 2004, to  $6,488,000 at December 31,  2005.   The  Company's
 loss reserve on  short-term advance receivables  decreased from $552,000  at
 December 31, 2004,  to $242,000  at December  31, 2005  as a  result of  the
 decrease in  outstanding  short-term advance  receivables.   Under  the  CSO
 program,  letters  of  credit  issued  by  FCC  to  the  Independent  Lender
 constitute a guarantee for  which the Company is  required to recognize,  at
 the inception  of the  guarantee, a  liability  for the  fair value  of  the
 obligation undertaken by issuing the letters of credit.  The estimated  loss
 reserve under  the letters  of credit,  net of  anticipated recoveries  from
 customers,  was  $508,000  at  December 31, 2005,  which is  included  as  a
 component of  the Company's  accrued expenses  on its  consolidated  balance
 sheets.

      Gross profit margins on total merchandise sales were 40% during  Fiscal
 2005 and  Fiscal 2004.   Retail  merchandise  margins, which  exclude  scrap
 jewelry sales, were 44% during Fiscal 2005 and Fiscal 2004.  Profit  margins
 on scrap jewelry sales  were 22% during  Fiscal 2005 and  Fiscal 2004.   The
 Company's payday advance and credit  services loss provision increased  from
 21% of cash advance and credit  services fee  revenues during Fiscal 2004 to
 23%  during Fiscal 2005.  During  the  second quarter  of 2005,  the Company
 initiated  a program  to sell selected payday  advance receivables which had
 been previously written-off.  The Company realized  approximately $1,569,000
 from sales of  receivables written-off in 2004 and prior during Fiscal 2005.
 This amount was recorded as a reduction to the short-term advance and credit
 services loss provision.

      Store operating  expenses increased  10% to  $67,430,000 during  Fiscal
 2005 compared to $61,063,000  during Fiscal 2004, primarily  as a result  of
 the net addition of  93 pawn and cash advance  stores since January 1, 2004,
 which  is  a 40%  increase  in  the  store  count.  Administrative  expenses
 increased  9%  to $19,412,000  during  Fiscal  2005 compared  to $17,837,000
 during  Fiscal 2004,  which  is primarily  attributable to  increased  costs
 related to  variable   management  and  supervisory compensation expense and
 increased professional services fees.  The  Company had no interest  expense
 during Fiscal 2005 as it had no interest-bearing debt outstanding during the
 year.  Interest income increased from $67,000 in Fiscal 2004 to  $317,000 in
 Fiscal  2005, due primarily  to interest  income  earned on increased levels
 of invested cash and cash equivalents.

      For Fiscal 2005 and  2004, the Company's  effective federal income  tax
 rates of 36% and 37%, respectively, differed from the statutory tax rate  of
 approximately 35%  and 34%,  respectively, primarily  as a  result of  state
 income taxes.

      Net income increased  23% to $25,383,000 during Fiscal 2005 compared to
 $20,706,000 during Fiscal 2004.

 Liquidity and Capital Resources

      As of December  31, 2006, the  Company's primary  sources of  liquidity
 were $15,535,000 in cash and  cash equivalents, $79,230,000 in  receivables,
 $28,761,000 in inventories  and $42,000,000  of available  and unused  funds
 under the Company's  line of  credit.  The  Company had  working capital  of
 $93,653,000  as  of  December 31, 2006,  and  total  equity  exceeded  total
 liabilities by  a ratio  of 4  to 1.   The  Company's operations  and  store
 openings have been financed with funds generated primarily from operations.

      The Company maintains a  long-term line of  credit with two  commercial
 lenders ("the Credit Facility") which was  amended during the third  quarter
 of 2006  to increase  the amount  available under  the line  of credit  from
 $25,000,000 to $50,000,000  and to  extend the  term of  the facility  until
 April 2009.  The Credit Facility bears interest at the prevailing LIBOR rate
 (which was approximately 5.3%  at December 31, 2006)  plus a fixed  interest
 rate margin of  1.375%.   Amounts available  under the  Credit Facility  are
 limited to 300%  of the Company's  earnings before  income taxes,  interest,
 depreciation and amortization for the trailing  twelve months.  At  December
 31, 2006, the Company had $8,000,000  outstanding under the Credit  Facility
 and the Company had $42,000,000 available  for borrowings.  Under the  terms
 of the  Credit  Facility,  the  Company  is  required  to  maintain  certain
 financial ratios and comply with certain  technical covenants.  The  Company
 was in compliance with the requirements and covenants of the Credit Facility
 as of December 31, 2006, and March 14, 2007.  The Company is required to pay
 an annual commitment fee of 1/8 of 1% on the average daily-unused portion of
 the Credit  Facility commitment.   The  Company's Credit  Facility  contains
 provisions that  allow  the Company  to  repurchase stock  and/or  pay  cash
 dividends within certain parameters.  Substantially all of the  unencumbered
 assets of the Company have been  pledged as collateral against  indebtedness
 under the Credit Facility.

      At December  31, 2006,  the Company  had notes  payable to  individuals
 arising from the Auto Master acquisition which total $9,438,000 in aggregate
 and bear interest at 7%, with  quarterly payments of principal and  interest
 scheduled over the  next four years.   Of the  $9,438,000 in notes  payable,
 $2,250,000 is classified as a current liability and $7,188,000 is classified
 as long-term debt.   One of the  notes payable, in  the principal amount  of
 $1,000,000, is  convertible  after  one  year  into  55,555  shares  of  the
 Company's common stock at a conversion price of $18.00 per share.

      The following  table sets  forth  certain historical  information  with
 respect to the Company's statements of cash flows:

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
                                                       (in thousands)
 Cash flows from operating activities:
   Net income                                  $ 31,744   $ 25,383   $ 20,706
   Adjustments to reconcile net income to
   net cash flows from operating activities:
     Depreciation and amortization                8,041      5,804      4,173
     Share-based compensation                       583          -          -
     Non-cash portion of credit loss provision    9,920      7,118     11,559
     Stock option and warrant income tax benefit      -      2,066      8,736
   Changes in operating assets and liabilities:
     Buy-here/pay-here automative customer
       receivables                              (11,939)         -          -
     Finance and service fees receivable           (790)       336       (594)
     Inventories                                 (1,936)    (1,563)      (720)
     Prepaid expenses and other assets              438     (2,832)      (530)
     Accounts payable and accrued liabilities     2,360      5,088     (1,344)
     Current and deferred income taxes           (1,868)       695      2,142
                                                -------    -------    -------
       Net cash flows from operating activities  36,553     42,095     44,128
                                                -------    -------    -------
 Cash flows from investing activities:
   Pawn customer receivables                     (7,095)    (6,665)    (4,728)
   Cash advance customer receivables             (4,805)     1,859    (13,265)
   Purchases of property and equipment          (14,716)   (11,993)    (7,131)
   Acquisition of Auto Master buy-here/pay-here
     automotive division                        (23,652)         -          -
                                                -------    -------    -------
     Net cash flows from investing activities   (50,268)   (16,799)   (25,124)
                                                -------    -------    -------
 Cash flows from financing activities:
   Proceeds from debt                            31,000          -     10,000
   Payments of debt                             (38,052)         -    (16,000)
   Purchase of treasury stock                   (24,753)   (11,404)   (13,463)
   Proceeds from exercise of stock options
     and warrants                                13,570      2,617     10,844
   Stock option and warrant income tax benefit    4,744          -          -
                                                -------    -------    -------
     Net cash flows from financing activities   (13,491)    (8,787)    (8,619)
                                                -------    -------    -------
 Change in cash and cash equivalents            (27,206)    16,509     10,385
 Cash and cash equivalents at beginning
   of the period                                 42,741     26,232     15,847
                                                -------    -------    -------
 Cash and cash equivalents at end
   of the period                               $ 15,535   $ 42,741   $ 26,232
                                                =======    =======    =======

      During the second quarter of 2006, the Company completed its  3,200,000
 share repurchase plan authorized in July 2004 at an average repurchase price
 of $12.32 per  share.   The Board  of Directors  subsequently authorized  an
 additional 2,000,000  share repurchase.   During  Fiscal 2006,  the  Company
 utilized excess cash flows to repurchase  $24,753,000 of common stock for  a
 total of 1,262,000 shares under the two authorizations.

      For  purposes  of  its  internal  liquidity  assessments,  the  Company
 considers net cash changes in pawn and cash advance customer receivables  to
 be closely related to operating cash flows.  For Fiscal 2006, net cash flows
 from operations were $36,553,000,  while net cash  outflows related to  pawn
 receivables activity was  $7,095,000 and the  net cash  outflows related  to
 cash advance receivables  activity was $4,805,000.   The  combined net  cash
 flows  from  operations  and  pawn  and  cash  advance  receivables  totaled
 $24,653,000 during Fiscal 2006.  For  the comparable prior year period,  net
 cash flows from operations were $42,095,000 and net cash outflows related to
 pawn receivables activity was $6,665,000 and the net cash inflows related to
 cash advance receivables  activity was $1,859,000.   The  combined net  cash
 flows  from  operations  and  pawn  and  cash  advance  receivables  totaled
 $37,289,000 during  Fiscal 2005,  which included  a non-recurring  operating
 cash flow benefit of approximately $7,454,000 related to the replacement  of
 the short-term advance  product with the  credit services  product in  Texas
 during  the  third  quarter  of  2005.  For  Fiscal  2004,  total cash flows
 from operations  were  $44,128,000 while  net  cash outflows related to pawn
 receivables activity was  $4,728,000  and  the  net cash outflows related to
 cash  advance  receivables  activity was $13,265,000.  The combined net cash
 flows  from  operations  and  pawn  and  cash  advance  receivables  totaled
 $26,135,000 for Fiscal 2004.

      The profitability  and liquidity  of  the Company  is affected  by  the
 amount of customer receivables outstanding  and related collections of  such
 receivables.  In  general, revenue growth  is dependent  upon the  Company's
 ability to fund the growth of  customer receivable balances and  inventories
 and the ability to absorb related credit losses.   At the current time,  the
 majority of this growth is funded from operating cash flows.  In addition to
 these factors,  merchandise  sales and  the  pace of  store  and  dealership
 expansions affect the Company's liquidity.

      Management believes that  the Credit Facility  and cash generated  from
 operations  will  be  sufficient   to  accommodate  the  Company's   current
 operations and planned growth for Fiscal 2007.

      The Company  currently intends  to  continue to  engage  in a  plan  of
 expansion primarily  through new  store and  dealership openings.   With  80
 stores opened during Fiscal 2006 (including  the eight acquired Auto  Master
 dealerships), the Company attained its target of 60 to 70 new store openings
 for the  year.   The Company  intends to  continue its  new store  expansion
 program in 2007, with a total of 75 to  80 new pawn and cash advance  stores
 anticipated for opening.  In  addition, the Company expects  to open 3 to  5
 new Auto Master buy-here/pay-here automotive dealerships during Fiscal 2007.
 All capital expenditures, working  capital requirements and start-up  losses
 related to this expansion are expected  to be funded through operating  cash
 flows.   While the  Company continually  looks for,  and is  presented  with
 potential acquisition opportunities, the Company currently has no definitive
 plans or commitments for acquisitions.  The Company will evaluate  potential
 acquisitions, if any, based upon growth potential, purchase price, strategic
 fit and  quality of  management  personnel, among  other  factors.   If  the
 Company encounters  an  attractive  acquisition  opportunity  or  additional
 expansion opportunity in the  near future, the  Company may seek  additional
 financing, the terms of  which will be negotiated  on a case-by-case  basis.
 The Company has no significant capital commitments.

      Earnings  before   interest,  taxes,   depreciation  and   amortization
 ("EBITDA") for Fiscal 2006 totaled $57,830,000, an increase of 28%  compared
 to $45,165,000 for Fiscal  2005.  The  EBITDA margin, which  is EBITDA as  a
 percentage of revenues, for Fiscal 2006 was 21.4%, compared to 21.7% for the
 comparable prior year period.

      EBITDA is commonly  used by investors  to assess  a company's  leverage
 capacity, liquidity and financial performance.   EBITDA is not considered  a
 measure of financial  performance under U.S.  generally accepted  accounting
 principles ("GAAP"),  and the  items excluded  from EBITDA  are  significant
 components  in   understanding  and   assessing  the   Company's   financial
 performance.  Since EBITDA  is not a measure  determined in accordance  with
 GAAP and is thus susceptible to varying calculations, EBITDA, as  presented,
 may not be comparable to other similarly titled measures of other companies.
 EBITDA should not be considered as an alternative to net income, cash  flows
 provided by or used in operating, investing or financing activities or other
 financial statement data presented  in the Company's consolidated  financial
 statements as an indicator of financial performance or liquidity.   Non-GAAP
 measures should be evaluated in conjunction  with, and are not a  substitute
 for, GAAP financial measures.  The following table provides a reconciliation
 of net income to EBITDA (amounts in thousands):

                                              Twelve Months Ended December 31,
                                              --------------------------------
                                                      2006          2005
                                                    -------       -------
 Net income                                        $ 31,744      $ 25,383
 Adjustments:
   Interest expense                                     916             -
   Interest income                                     (727)         (317)
   Income taxes                                      17,856        14,295
   Depreciation and amortization                      8,041         5,804
                                                    -------       -------
 Earnings before interest, income taxes,
   depreciation and amortization                   $ 57,830      $ 45,165
                                                    =======       =======

 Contractual Commitments

      A tabular disclosure of contractual  obligations  at December 31, 2006,
 including Cash & Go, Ltd., is as follows:

                                           Payments Due by Period
                              -----------------------------------------------
                                               (in thousands)
                                          Less                          More
                                         than 1    1 -- 3    3 -- 5    than 5
                               Total      year     years     years     years
                               ------    ------    ------    ------    ------

 Operating leases             $62,588   $17,582   $26,794   $13,401   $ 4,811
 Employment and consulting
   contracts for officers
   and directors                6,900     1,300     2,600     1,200     1,800
 Revolving credit facility (1)  8,000         -     8,000         -         -
 Notes payable                  9,438     2,250     5,125     2,063         -
 Interest on notes payable      1,384       602       710        72         -
                               ------    ------    ------    ------    ------
     Total                    $88,310   $21,734   $43,229   $16,736   $ 6,611
                               ======    ======    ======    ======    ======

 (1)  Excludes interest obligations under the line of credit agreement.   See
      Note 8 of Notes to Consolidated Financial Statements.


 Off-Balance Sheet Arrangements

      In the Company's Texas  locations, First Cash  Credit, Ltd. ("FCC"),  a
 wholly-owned subsidiary of the Company,  offers a fee-based credit  services
 organization ("CSO") program to assist consumers in obtaining credit.  Under
 the CSO program, FCC assists customers  in applying for a cash advance  from
 an  independent,  non-bank,  consumer  lending  company  (the   "Independent
 Lender") and issues the Independent Lender  a letter of credit to  guarantee
 the repayment  of the  loan.   When a  consumer executes  a credit  services
 agreement with the  Company, the Company  agrees, for a  fee payable to  the
 Company by the  consumer, to  provide a variety  of credit  services to  the
 consumer, one of which  is to guarantee the  consumer's obligation to  repay
 the loan  received  by the  consumer  from  the Independent  Lender  if  the
 consumer fails to do so.

      For cash  advance products originated  by the  Independent Lender,  the
 Independent Lender  is responsible  for evaluating  each of  its  customers'
 applications, determining  whether to  approve a  cash advance  based on  an
 application and determining the amount of the cash advance.  The Company  is
 not involved  in  the  Independent  Lender's cash advance approval processes
 or in  determining  the   lenders'  approval  procedures   or  criteria.  At
 December 31, 2006, the outstanding amount of active cash advances originated
 by the Independent Lender was $12.7 million.

      Since  the Company  may  not  be  successful  in  collection  of  these
 delinquent accounts,  the Company's  cash  advance loss  provision  includes
 amounts estimated to be adequate to absorb credit losses from cash  advances
 in the  aggregate cash  advance portfolio,  including those  expected to  be
 assigned to  the Company  or acquired  by the  Company as  a result  of  its
 guaranty obligations.  Accrued losses of $569,000 on portfolios owned by the
 Independent Lender are included in "accrued liabilities" in the consolidated
 balance sheets.  The Company believes that this amount is adequate to absorb
 credit losses from cash advances expected  to be assigned to the Company  or
 acquired by the Company as a result of its guaranty obligations.

 Inflation

      The Company does not believe that  inflation has had a material  effect
 on the  volume of  customer receivables  originated, merchandise  sales,  or
 results of operation.

 Seasonality

      The Company's  retail pawn  business  is seasonal  in nature  with  its
 highest volume of merchandise  sales occurring during  the first and  fourth
 calendar quarters  of each  year which  coincides with  Valentine's Day  and
 Christmas.  The Company's pawn lending and cash advance activities are  also
 seasonal, with the highest volume of  lending activity occurring during  the
 third  and  fourth  calendar quarters  of  each  year.  The  Company's  buy-
 here/pay-here automotive  business is  less seasonal,  although the  Company
 expects that it will experience stronger sales and collection activities  in
 the first quarter as a result of customers receiving tax refunds.

 Recent Accounting Pronouncements

      See discussion in Note 2 of Notes to Consolidated Financial Statements.


 Item 7a.  Quantitative and Qualitative Disclosures About Market Risk
 --------------------------------------------------------------------

      Market risks  relating to  the  Company's operations  result  primarily
 from changes in  interest rates, foreign  exchange rates,  and gold  prices.
 The Company does not  engage in speculative  or leveraged transactions,  nor
 does it hold or issue financial instruments for trading purposes.

 Interest Rate Risk

      The Company  is potentially  exposed  to market  risk  in the  form  of
 interest rate risk in regards to its long-term line of credit.  At  December
 31, 2006, the Company had $8,000,000 outstanding under its revolving line of
 credit. This revolving line is priced with a variable rate based on LIBOR or
 a base rate, plus an applicable margin based on a defined leverage ratio for
 the Company.   See  "Note 8 - Revolving  Credit Facility and Notes Payable."
 Based  on  the  average  outstanding  indebtedness  during  the  year  ended
 December 31, 2006, a 10% increase in interest rates would have increased the
 Company's  interest  expense  by  approximately  $62,000  for the year ended
 December 31, 2006.

      The Company's cash and  cash equivalents are  invested in money  market
 accounts.  Accordingly, the Company is subject to changes in market interest
 rates.  However, the Company does not believe a change in these rates  would
 have a  materially  adverse  effect  on  the  Company's  operating  results,
 financial condition, or cash flows.

 Foreign Currency Risk

      The Company bears certain  exchange rate risks  from its operations  in
 Mexico as approximately $4,337,000 of the Company's pawn loans in Mexico  at
 December 31, 2006  were contracted  and expected  to be  settled in  Mexican
 pesos.  The Company also  maintained certain peso-denominated bank  balances
 at  December 31, 2006,  which  converted  to  a U.S.  dollar  equivalent  of
 $600,000.  A 10%  increase in the  peso to U.S.  dollar exchange rate  would
 increase the Company's  foreign currency  translation exposure  on its  pawn
 loan balance and cash by approximately $385,000 and $55,000, respectively.

 Gold Price Risk

      A  significant and  sustained  decline  in  the  price  of  gold  would
 negatively impact the value of jewelry  inventories held by the Company  and
 the value of jewelry pledged as collateral by pawn customers.  As a  result,
 the Company's  profit  margins  on existing  jewelry  inventories  would  be
 negatively impacted, as  would be the  potential profit  margins on  jewelry
 currently pledged  as  collateral by  pawn  customers  in the  event  it  is
 forfeited by the pawn customer.  In addition, a decline in gold prices could
 result in a  lower balance  of pawn loans  outstanding for  the Company,  as
 customers would receive lower loan amounts for individual pieces of jewelry.
 The Company believes that many customers would be willing to add  additional
 items of value to their pledge in  order to obtain the desired loan  amount,
 thus mitigating a portion of this risk.


 Item 8.  Financial Statements and Supplementary Data
 ----------------------------------------------------

      The financial  statements prepared  in accordance  with Regulation  S-X
 are included  in a  separate section  of  this report.    See the  index  to
 Financial Statements at Item 15(a)(1) and (2) of this report.


 Item 9.   Changes in and Disagreements with Accountants on Accounting and
 -------------------------------------------------------------------------
 Financial Disclosure
 --------------------

      Not applicable.


 Item 9a.  Controls and Procedures
 ---------------------------------

 Evaluation of Disclosure Controls and Procedures

      Under the supervision and with the participation of the Company's Chief
 Executive Officer and Chief Financial Officer, management of the Company has
 evaluated the effectiveness  of the design  and operation  of the  Company's
 disclosure controls and procedures (as  defined in Rules 13a-15(e) and  15d-
 15(e) under the  Securities Exchange Act  of 1934) as  of  December 31, 2006
 ("Evaluation Date"). Based upon that evaluation, the Chief Executive Officer
 and Chief Financial Officer concluded that,  as of the Evaluation Date,  the
 Company's disclosure  controls and  procedures are  effective (i) to  ensure
 that information required to be disclosed by us in reports that the  Company
 files or submits under the Exchange  Act is recorded, processed,  summarized
 and reported  within  the  time periods  specified  in  the  Securities  and
 Exchange Commission rules  and forms;  and (ii) to  ensure that  information
 required to be disclosed  in the reports that  the Company files or  submits
 under the Exchange Act  is accumulated and  communicated to our  management,
 including the Company's Chief Executive Officer and Chief Financial Officer,
 to allow timely decisions regarding required disclosures.

      The Report of Management on  Internal Control Over Financial  Reporting
 is included in  Item 9a of this  annual report on  Form 10-K.  There was  no
 change in the Company's internal control over financial reporting during the
 quarter ended  December 31,  2006,  that  has  materially  affected,  or  is
 reasonably likely to materially affect, the Company's internal control  over
 financial reporting.   Management's  assessment  of the  Company's  internal
 control over financial  reporting excluded  the buy-here/pay-here  operating
 assets  acquired  from  Guaranteed  Auto  Finance,  Inc.  and  SHAC,   Inc.,
 collectively doing business as "Auto Master," because they were acquired  by
 the Company in a purchase transaction during 2006.

      The Company's  management, including  its Chief  Executive Officer  and
 Chief Financial  Officer,  does not  expect  that the  Company's  disclosure
 controls and procedures or internal controls will prevent all possible error
 and fraud. The  Company's disclosure controls  and procedures are,  however,
 designed to provide reasonable assurance of achieving their objectives,  and
 the Company's  Chief  Executive Officer  and  Chief Financial  Officer  have
 concluded that the Company's financial controls and procedures are effective
 at that reasonable assurance level.

 Management's Report on Internal Control Over Financial Reporting

      Management is  responsible for  establishing and  maintaining  adequate
 internal control over financial reporting.  This internal control system has
 been designed to  provide reasonable assurance  to the Company's  management
 and board of directors  regarding the preparation  and fair presentation  of
 the Company's published financial statements.

      All internal  control  systems,  no  matter  how  well  designed,  have
 inherent  limitations.   Therefore,  even those  systems  determined  to  be
 effective can provide  only reasonable assurance  with respect to  financial
 statement preparation and presentation.

      Management has  assessed the  effectiveness of  the Company's  internal
 control over financial  reporting as  of December 31,  2006.   To make  this
 assessment, management used the criteria for effective internal control over
 financial reporting  described  in  Internal  Control-Integrated  Framework,
 issued  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
 Commission.   Based on  this assessment,  management  believes that,  as  of
 December 31, 2006, the Company's  internal control over financial  reporting
 is effective based on those criteria.

      Management's assessment of  the effectiveness of  our internal  control
 over financial reporting as of December 31, 2006 has been audited by Hein  &
 Associates LLP, an independent registered public accounting firm, as  stated
 in their report which appears herein.

<PAGE>

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders
 of First Cash Financial Services, Inc.

      We have audited management's  assessment, included in the  accompanying
 management's  report  on  internal  controls,  that  First  Cash   Financial
 Services,  Inc.,  maintained  effective  internal  control  over   financial
 reporting as of December 31, 2006, based on criteria established in Internal
 Control -  Integrated  Framework  issued  by  the  Committee  of  Sponsoring
 Organizations of the  Treadway Commission ("COSO").   Company management  is
 responsible  for  maintaining  effective  internal  control  over  financial
 reporting and for its  assessment of the  effectiveness of internal  control
 over financial reporting.  Our  responsibility is to  express an opinion  on
 management's assessment and an opinion on the effectiveness of the company's
 internal control over financial reporting based on our audit.

      We conducted our audit in accordance  with the standards of the  Public
 Company Accounting Oversight Board (United States).  Those standards require
 that we plan  and perform  the audit  to obtain  reasonable assurance  about
 whether effective internal control  over financial reporting was  maintained
 in all material respects.  Our audit included obtaining an understanding  of
 internal  control   over   financial  reporting,   evaluating   management's
 assessment, testing and evaluating the design and operating effectiveness of
 internal control,  and  performing such other  procedures as  we  considered
 necessary  in  the  circumstances.  We believe  that  our audit  provides  a
 reasonable basis for our opinion.

      A company's  internal control  over financial  reporting is  a  process
 designed to  provide  reasonable  assurance  regarding  the  reliability  of
 financial reporting and the preparation of financial statements for external
 purposes in accordance  with generally  accepted accounting  principles.   A
 company's internal control over financial reporting includes those  policies
 and procedures  that (1)  pertain to  the maintenance  of records  that,  in
 reasonable detail,  accurately  and  fairly  reflect  the  transactions  and
 dispositions of the assets of the company; (2) provide reasonable  assurance
 that transactions  are  recorded  as  necessary  to  permit  preparation  of
 financial  statements  in  accordance  with  generally  accepted  accounting
 principles, and that receipts and expenditures of the company are being made
 only in accordance with  authorizations of management  and directors of  the
 company; and (3) provide reasonable assurance regarding prevention or timely
 detection of unauthorized acquisition, use, or disposition of the  Company's
 assets that could have a material effect on the financial statements.

      Because of its  inherent limitations, internal  control over  financial
 reporting may not prevent or detect misstatements.  Also, projections of any
 evaluation of effectiveness to future periods  are subject to the risk  that
 controls may become inadequate because of changes in conditions, or that the
 degree of compliance with the policies or procedures may deteriorate.

      In our  opinion, management's  assessment that  the Company  maintained
 effective internal control over financial reporting as of December 31, 2006,
 is fairly stated, in all material respects, based on criteria established in
 Internal  Control  -  Integrated  Framework  issued  by  the  Committee   of
 Sponsoring Organizations of the Treadway Commission  ("COSO").  Also in  our
 opinion,  the  Company  maintained,  in  all  material  respects,  effective
 internal control over financial reporting as of December 31, 2006, based  on
 criteria established in  Internal Control -  Integrated Framework issued  by
 the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission
 ("COSO").

      We also audited, in accordance with the standards of the Public Company
 Accounting Oversight Board (United States), the consolidated balance  sheets
 of First Cash Financial  Services, Inc., as of  December 31, 2006 and  2005,
 and the related consolidated statements of operations, stockholders' equity,
 and cash flows for the three years in the period ended December 31, 2006 and
 our report dated March 14, 2007 expressed an unqualified opinion thereon.

 Hein & Associates LLP
 Dallas, Texas
 March 14, 2007

<PAGE>

 Item 9b.  Other Information
 ---------------------------

      None.

                                     PART III
                                     --------

 Item 10.  Directors, Executive Officers and Corporate Governance
 ----------------------------------------------------------------

      The information required by  this item with  respect to the  directors,
 executive officers and compliance with Section 16(a) of the Exchange Act  is
 incorporated by reference from the  information provided under the  headings
 "Election of Directors," "Executive Officers" and "Section 16(a)  Beneficial
 Ownership Reporting Compliance,"  respectively, contained  in the  Company's
 Proxy Statement to be filed with  the Securities and Exchange Commission  in
 connection with the solicitation of proxies for the Company's Annual Meeting
 of Stockholders.

      The Company has adopted  a Code of  Ethics that applies  to all of  its
 directors, officers, and employees.  This Code is publicly available on  the
 Company's website at  www.firstcash.com.  Copies  of the  Company's Code  of
 Ethics are available,  free of charge,  by submitting a  written request  to
 First Cash Financial Services, Inc., Investor Relations, 690 E. Lamar Blvd.,
 Suite 400, Arlington, Texas 76011.


 Item 11.  Executive Compensation
 --------------------------------

      The information required by this item is incorporated by reference from
 the information provided under the  heading "Executive Compensation" of  the
 Company's Proxy Statement.


 Item 12.  Security Ownership of Certain Beneficial Owners and Management and
 ----------------------------------------------------------------------------
 Related Stockholder Matters
 ---------------------------

 Equity Compensation Plan Information

      The following table gives information about the Company's common  stock
 that may be issued upon the  exercise of options under  shareholder-approved
 plans, including its 1990 Stock Option Plan, its 1999 Stock Option Plan, and
 its 2004 Long-Term Incentive  Plan as of December  31, 2006.   Additionally,
 the Company issues warrants  to purchase shares of  common stock to  certain
 key members of management,  members of the Board  of Directors that are  not
 employees or officers, and to other third parties.  The issuance of warrants
 is not approved by shareholders, and  each issuance is generally  negotiated
 between the Company and such recipients.

                           Number of                     Number of securities
                         securities to      Weighted     remaining available
                         be issued upon     average      for future issuance
                          exercise of    exercise price      under equity
                          outstanding    of outstanding      compensation
                            options,        options,       plans (excluding
                          warrants and    warrants and   securities reflected
                            rights           rights          in column A)
 Plan Category               (A)              (B)                (C)
 -------------               ---              ---                ---
 Equity Compensation
   Plans Approved by
   Security Holders      4,193,500          $ 14.50              374,288
 Equity Compensation
   Plans Not Approved
   by Security Holders     839,000             3.00                    -
                         ---------                             ---------
   Total                 5,032,500          $ 12.58              374,288
                         =========                             =========

      Other information  required  by this  item  is incorporated  herein  by
 reference  from  the  information  provided  under  the  heading   "Security
 Ownership of  Certain Beneficial  Owners and  Management" of  the  Company's
 Proxy Statement.


 Item 13.  Certain Relationships and Related Transactions, and Director
 ----------------------------------------------------------------------
 Independence
 ------------

      The information  required  by  this  item  is  incorporated  herein  by
 reference from the information provided in the Company's Proxy Statement.


 Item 14.  Principal Accounting Fees and Services
 ------------------------------------------------

      The information required by this item is incorporated by reference from
 the  information  provided  in  the  Company's  Proxy  Statement  under  the
 discussion of  the Company  Audit Committee  and  under the  item  regarding
 shareholder ratification of the Company's independent accountants.


                                   PART IV
                                   -------

 Item 15.  Exhibits and Financial Statement Schedules
 ----------------------------------------------------

    (a)    The following documents are filed as a part of this report:

      (1)  Consolidated Financial Statements:
           Report of Independent Registered Public Accounting Firm
           Consolidated Balance Sheets
           Consolidated Statements of Income
           Consolidated Statements of Cash Flows
           Consolidated Statements of Changes in Stockholders' Equity
           Notes to Consolidated Financial Statements

      (2)  All schedules are omitted because they are not applicable or the
           required information is shown in the financial statements or the
           notes thereto.

      (3)  Exhibits:
           3.1(7)     Amended Certificate of Incorporation
           3.2(5)     Amended Bylaws
           4.1(2)     Common Stock Specimen
           10.1(1)    First Cash, Inc. 1990 Stock Option Plan
           10.2(8)    Consulting Agreement - Phillip E. Powell
           10.3(8)    Employment Agreement - Rick L. Wessel
           10.4(3)    Acquisition Agreement - Miraglia, Inc.
           10.5(4)    Acquisition Agreement for Twelve Pawnshops
                      in South Carolina
           10.6(4)    Acquisition Agreement for One Iron Ventures, Inc.
           10.7(4)    First Cash Financial Services, Inc. 1999 Stock
                      Option Plan
           10.8(6)    Executive Incentive Compensation Plan
           10.9(7)    2004 Long-Term Incentive Plan
           10.10(9)   Stock Purchase Agreement - Auto Master
           10.11(9)   Third Amendment to the Credit Agreement
           10.12(10)  Amendment to Consulting Agreement - Phillip E. Powell
           10.13(10)  Amendment to Employment Agreement - Rick L. Wessel
           14.1(8)    Code of Ethics
           21.1(10)   Subsidiaries
           23.1(10)   Consent of Independent Registered Public Accounting
                      Firm, Hein & Associates LLP
           31.1(10)   Certification of Chief Executive Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002
           31.2(10)   Certification of Chief Financial Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002
           32.1(10)   Certification of Chief Executive Officer and Chief
                      Financial Officer Pursuant to 18 U.S.C. Section 1350 as
                      adopted Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002

 (1)  Filed as an exhibit to the Company's Registration Statement on
      Form S-18 (No. 33-37760-FW) and incorporated herein by reference.
 (2)  Filed as an exhibit to the Company's Registration Statement on
      Form S-1 (No. 33-48436) and incorporated herein by reference.
 (3)  Filed as an exhibit to the Annual Report on Form 10-K for the fiscal
      year ended July 31, 1998 (File No. 0 - 19133) and incorporated herein
      by reference.
 (4)  Filed as an exhibit to the Company's Registration Statement on Form S-3
      dated January 22, 1999 (File No. 333-71077) and incorporated herein by
      reference.
 (5)  Filed as an exhibit to the Annual Report on Form 10-K for the year
      ended December 31, 1999 (File No. 0 - 19133) and incorporated herein
      by reference.
 (6)  Filed as Exhibit A to the Company's Definitive Proxy Statement filed
      on April 30, 2003.
 (7)  Filed as Exhibit A to the Company's Definitive Proxy Statement filed
      on April 29, 2004.
 (8)  Filed as an exhibit to the Annual Report on Form 10-K for the year
      ended December 31, 2004 (File No. 0 - 19133) and incorporated herein
      by reference.
 (9)  Filed as an exhibit to the Current Report on Form 8-K dated August 22,
      2006 (File No. 0 - 19133) and incorporated herein by reference.
 (10) Filed herewith.

<PAGE>
                                  SIGNATURES
                                  ----------

 Pursuant to  the requirements  of  Section 13  or  15(d) of  the  Securities
 Exchange Act  of 1934,  the registrant  has duly  caused this  report to  be
 signed on its behalf by the undersigned, thereunto duly authorized.


 Dated: March 14, 2007         FIRST CASH FINANCIAL SERVICES, INC.
                               (Registrant)

                               /s/ RICK L. WESSEL
                               --------------------------------------------
                               Rick L. Wessel
                               Chief Executive Officer
                               (Principal Executive Officer)

                               /s/ R. DOUGLAS ORR
                               --------------------------------------------
                               R. Douglas Orr
                               Executive Vice President and
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)


 Pursuant to the requirements  of the Securities Exchange  Act of 1934,  this
 report has  been signed  below by  the following  persons on  behalf of  the
 registrant and in the capacities and on the dates indicated.


          Signature                 Capacity                     Date
          ---------                 --------                     ----

    /s/ PHILLIP E. POWELL      Chairman of the Board         March 14, 2007
    ----------------------
    Phillip E. Powell


    /s/ RICK L. WESSEL         Vice Chairman of the Board,   March 14, 2007
    ----------------------     President, Chief Executive
    Rick L. Wessel             Officer

    /s/ JOE R. LOVE            Director                      March 14, 2007
    ----------------------
    Joe R. Love

    /s/ RICHARD T. BURKE       Director                      March 14, 2007
    ----------------------
    Richard T. Burke

    /s/ TARA MACMAHON          Director                      March 14, 2007
    ----------------------
    Tara MacMahon

<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders of
     First Cash Financial Services, Inc.



 We have audited the accompanying consolidated balance sheets of First Cash
 Financial Services, Inc.,  and subsidiaries  as of December  31, 2006  and
 2005, and  the related  consolidated statements  of income,  stockholders'
 equity, and cash flows  for the three years  in the period ended  December
 31, 2006.  These  financial  statements  are  the  responsibility  of  the
 Company's management.  Our  responsibility  is  to express  an opinion  on
 these financial statements based on our audits.

 We conducted our audits in accordance with standards of the Public Company
 Accounting Oversight Board (United States).  Those standards require  that
 we  plan  and  perform  the  audits  to  obtain reasonable assurance about
 whether the financial  statements are  free  of material misstatement.  An
 audit includes examining, on a test basis, evidence supporting the amounts
 and  disclosures  in  the  financial  statements.  An  audit also includes
 assessing the accounting principles used and significant estimates made by
 management,  as  well  as  evaluating  the  overall  financial   statement
 presentation.  We believe that our  audits provide a reasonable basis  for
 our opinion.

 In our opinion, such consolidated financial statements present fairly,  in
 all material respects, the consolidated  financial position of First  Cash
 Financial Services, Inc., and subsidiaries at December 31, 2006 and  2005,
 and the consolidated results  of their operations and  cash flows for  the
 three years in  the period  ended December  31, 2006,  in conformity  with
 accounting principles generally accepted in the United States of America.

 We also  have audited,  in accordance  with the  standards of  the  Public
 Company Accounting Oversight Board  (United States), the effectiveness  of
 the Company's internal control over financial reporting as of December 31,
 2006,  based  on  criteria  established  in  Internal   Control-Integrated
 Framework issued  by  the Committee  of  Sponsoring Organizations  of  the
 Treadway Commission, and  our report  dated March 14,  2007, expressed  an
 unqualified opinion on management's assessment of the effectiveness of the
 Company's internal  control over  financial reporting  and an  unqualified
 opinion on  the  effectiveness  of the  Company's  internal  control  over
 financial reporting.


 Hein & Associates LLP
 Dallas, Texas
 March 14, 2007

<PAGE>

                      FIRST CASH FINANCIAL SERVICES, INC.
                         CONSOLIDATED BALANCE SHEETS

                                                         December 31,
                                                    ----------------------
                                                      2006          2005
                                                    --------      --------
                                           (in thousands, except per share data)
                   ASSETS

 Cash and cash equivalents                         $  15,535     $  42,741
 Finance and service charges receivable                4,966         4,176
 Customer receivables, net of allowances of
   $5,867 and $242, respectively                      60,251        33,802
 Inventories                                          28,761        21,987
 Prepaid expenses and other current assets             5,901         5,430
                                                    --------      --------
   Total current assets                              115,414       108,136

 Customer receivables with long-term maturities,
   net of allowance of $3,895 and $0, respectively    14,013             -
 Property and equipment, net                          30,643        23,565
 Goodwill and other intangible assets, net            72,544        53,237
 Other                                                 1,228         1,016
                                                    --------      --------
   Total assets                                    $ 233,842       185,954
                                                    ========      ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

 Current portion of notes payable                  $   2,250             -
 Accounts payable                                      1,535           908
 Accrued liabilities                                  17,976        13,722
                                                    --------      --------
   Total current liabilities                          21,761        14,630

 Revolving credit facility                             8,000             -
 Notes payable, net of current portion                 7,188             -
 Deferred income taxes payable                         8,297         8,616
                                                    --------      --------
   Total liabilities                                  45,246        23,246
                                                    --------      --------
   Commitments and contingencies (Notes 2 and 10)

 Stockholders' equity:
   Preferred stock; $.01 par value; 10,000,000
     shares authorized; no shares issued or
     outstanding                                           -             -
   Common stock; $.01 par value; 90,000,000 shares
     authorized; 35,756,960 and 33,900,860 shares
     issued, respectively; 32,096,304 and
     31,502,472 shares outstanding, respectively         353           340
   Additional paid-in capital                        101,949        83,065
   Retained earnings                                 134,567       102,823
   Common stock held in treasury, 3,660,656 and
     2,398,388 shares at cost, respectively          (48,273)      (23,520)
                                                    --------      --------
   Total stockholders' equity                        188,596       162,708
                                                    --------      --------
   Total liabilities and stockholders' equity      $ 233,842     $ 185,954
                                                    ========      ========

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME

                                                  Year Ended December 31,
                                               -----------------------------
                                                2006       2005       2004
                                               -------    -------    -------
                                       (in thousands, except per share amounts)
 Revenues:
   Merchandise sales                          $149,473   $102,139   $ 86,745
   Finance and service charges                 116,187    101,701     88,786
   Other                                         4,062      3,935      4,282
                                               -------    -------    -------
                                               269,722    207,775    179,813
                                               -------    -------    -------
 Cost of revenues:
   Cost of goods sold                           84,229     61,659     52,056
   Credit loss provision                        21,463     13,808     11,559
   Other                                           440        301        252
                                               -------    -------    -------
                                               106,132     75,768     63,867
                                               -------    -------    -------

 Net revenues                                  163,590    132,007    115,946
                                               -------    -------    -------
 Expenses and other income:
   Store operating expenses                     81,089     67,430     61,063
   Administrative expenses                      24,671     19,412     17,837
   Depreciation                                  7,929      5,804      4,173
   Amortization                                    112          -          -
   Interest expense                                916          -         73
   Interest income                                (727)      (317)       (67)
                                               -------    -------    -------
                                               113,990     92,329     83,079
                                               -------    -------    -------

 Income before income taxes                     49,600     39,678     32,867
 Provision for income taxes                     17,856     14,295     12,161
                                               -------    -------    -------
 Net income                                   $ 31,744   $ 25,383   $ 20,706
                                               =======    =======    =======
 Net income per share (Note 3):
   Basic                                      $   1.01   $   0.81   $   0.66
                                               =======    =======    =======
   Diluted                                    $   0.97   $   0.76   $   0.61
                                               =======    =======    =======

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
                                                      (in thousands)
 Cash flows from operating activities:
   Net income                                  $ 31,744   $ 25,383   $ 20,706
   Adjustments to reconcile net income to
   net cash flows from operating activities:
     Depreciation and amortization                8,041      5,804      4,173
     Share-based compensation                       583          -          -
     Non-cash portion of credit loss provision    9,920      7,118     11,559
     Stock option and warrant income
       tax benefit                                    -      2,066      8,736
   Changes in operating assets and liabilities:
     Buy-here/pay-here automotive customer
       receivables                              (11,939)         -          -
     Finance and service fees receivable           (790)       336       (594)
     Inventories                                 (1,936)    (1,563)      (720)
     Prepaid expenses and other assets              438     (2,832)      (530)
     Accounts payable and accrued liabilities     2,360      5,088     (1,344)
     Current and deferred income taxes           (1,868)       695      2,142
                                                -------    -------    -------
   Net cash flows from operating activities      36,553     42,095     44,128
                                                -------    -------    -------
 Cash flows from investing activities:
   Pawn customer receivables                     (7,095)    (6,665)    (4,728)
   Cash advance customer receivables             (4,805)     1,859    (13,265)
   Purchases of property and equipment          (14,716)   (11,993)    (7,131)
   Acquisition of Auto Master
     buy-here/pay-here automotive division      (23,652)         -          -
                                                -------    -------    -------
   Net cash flows from investing activities     (50,268)   (16,799)   (25,124)
                                                -------    -------    -------
 Cash flows from financing activities:
   Proceeds from debt                            31,000          -     10,000
   Payments of debt                             (38,052)         -    (16,000)
   Purchase of treasury stock                   (24,753)   (11,404)   (13,463)
   Proceeds from exercise of stock
     options and warrants                        13,570      2,617     10,844
   Stock option and warrant income tax benefit    4,744          -          -
                                                -------    -------    -------
   Net cash flows from financing activities     (13,491)    (8,787)    (8,619)
                                                -------    -------    -------
 Change in cash and cash equivalents            (27,206)    16,509     10,385
 Cash and cash equivalents at beginning
   of the period                                 42,741     26,232     15,847
                                                -------    -------    -------
 Cash and cash equivalents at end
   of the period                               $ 15,535   $ 42,741   $ 26,232
                                                =======    =======    =======

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
                                                      (in thousands)
 Supplemental disclosure of cash flow
   information:
     Cash paid during the period for:
       Interest                                $    738   $      -   $     70
                                                =======    =======    =======
       Income taxes                            $ 14,576   $ 11,380   $  1,356
                                                =======    =======    =======
 Supplemental disclosure of non-cash
   operating activity:
     Inventory acquired in repossession        $    310   $      -   $      -
                                                =======    =======    =======
 Supplemental disclosure of non-cash
   investing activity:
     Non-cash transactions in connection
     with pawn receivables settled through
     forfeitures of collateral transferred
     to inventories                            $ 49,138   $ 42,241   $ 35,173
                                                =======    =======    =======
 Supplemental disclosure of non-cash
   financing activity:
     Notes payable issued in connection
     with the acquisition of Auto Master       $ 10,000   $      -   $      -
                                                =======    =======    =======


                   The accompanying notes are an integral part
                   of these consolidated financial statements.

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
                                                        (in thousands)
 Preferred Stock                                      -          -          -
                                                -------    -------    -------
 Common stock:
   Balance at beginning of year                $    340   $    332   $    318
   Exercise of stock options and warrants            13          8         30
   Cancellation of treasury stock                     -          -        (16)
                                                -------    -------    -------
     Balance at end of year                         353        340        332
                                                -------    -------    -------
 Additional paid-in capital:
   Balance at beginning of year                  83,065     78,390     63,179
   Exercise of stock options and warrants,
     including income tax benefit of $4,744,
     $2,066, $8,736, respectively                18,301      4,675     19,557
   Cancellation of treasury stock                     -          -     (4,346)
   Stock option expense                             583          -          -
                                                -------    -------    -------
     Balance at end of year                     101,949     83,065     78,390
                                                -------    -------    -------
 Retained earnings:
   Balance at beginning of year                 102,823     77,440     56,734
   Net income                                    31,744     25,383     20,706
                                                -------    -------    -------
     Balance at end of year                     134,567    102,823     77,440
                                                -------    -------    -------
 Treasury stock:
   Balance at beginning of year                 (23,520)   (12,116)    (3,015)
   Repurchases of treasury stock                (24,753)   (11,404)   (13,463)
   Cancellation of treasury stock                     -          -      4,362
                                                -------    -------    -------
     Balance at end of year                     (48,273)   (23,520)   (12,116)
                                                -------    -------    -------

   Total stockholders' equity                  $188,596   $162,708   $144,046
                                                =======    =======    =======


                   The accompanying notes are an integral part
                   of these consolidated financial statements.

<PAGE>

                       FIRST CASH FINANCIAL SERVICES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 NOTE 1 - ORGANIZATION AND NATURE OF THE COMPANY

      First Cash Financial Services,  Inc., (the "Company") was  incorporated
 in Texas on July 5, 1988, and was reincorporated in Delaware in April  1991.
 The Company is engaged in the operation of pawn stores, which lend money  on
 the collateral  of pledged  personal property  and retail  previously  owned
 merchandise acquired through  pawn forfeitures and  purchases directly  from
 the general public.  In addition to making short-term secured pawns, many of
 the Company's pawn  stores offer  cash advances  and credit  services.   The
 Company also operates cash advance stores that provide cash advances, credit
 services, check cashing, and  other related financial  services.  On  August
 25, 2006, the Company acquired Guaranteed Auto Finance, Inc. and SHAC,  Inc.
 (collectively doing business  as "Auto Master"),  which operates  automobile
 dealerships in the buy-here/pay-here segment  of the used-vehicle sales  and
 financing market.  The  automotive dealerships sell  used vehicles and  earn
 finance  charges  from  the  related vehicle  financing  contracts.   As  of
 December 31, 2006, the Company owned and operated 252 pawn stores, 145  cash
 advance stores and 10 buy-here/pay-here automotive dealerships.  The Company
 is also a 50%  owner of Cash &  Go, Ltd., a  Texas limited partnership  that
 owns and operates 40 financial services kiosks inside convenience stores.


 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies  followed
 in the preparation of these financial statements:

      Principles of  consolidation - The accompanying consolidated  financial
 statements  of  the  Company  include  the  accounts  of  its   wholly-owned
 subsidiaries.  The  Company is a  50% partner in  Cash & Go,  Ltd., a  Texas
 limited partnership, and in accordance with FASB Interpretation No. 46(R)  -
 Consolidation of  Variable  Interest Entities,  the  consolidated  operating
 results  include  those  of  Cash  &  Go,  Ltd.   The  operating  results of
 Auto  Master  are  included in consolidated operating results for the period
 August 26, 2006  through December 31, 2006.   See  Note 4.  All  significant
 intercompany accounts and transactions have been eliminated.

      Cash and cash  equivalents - The  Company considers  any highly  liquid
 investments with an  original maturity of  three months or  less at date  of
 acquisition to be cash equivalents.

      Customer receivables  and revenue  recognition -  Pawn receivables  are
 short-term loans  secured  by the  customer's  pledge of  tangible  personal
 property.  The Company  accrues pawn service charge  revenue on a  constant-
 yield basis over the life of  the pawn loan for  all pawns that the  Company
 deems  collection  to  be  probable  based  on  historical  pawn  redemption
 statistics.  If the pawn is not repaid, the principal amount loaned  becomes
 the carrying  value  of the  forfeited  collateral ("inventory"),  which  is
 recovered through sale.  Cash advances are short-term loans with terms  that
 range from  seven to  thirty-one days.   The  Company accrues  cash  advance
 service fees on a  constant-yield basis over the  term of the cash  advance.
 In its Texas  markets, the Company  offers a credit  services product  ("CSO
 Program") to  assist  customers  in obtaining  a  short-term  loan  from  an
 independent, non-bank, consumer lending company (the "Independent  Lender").
 The Company recognizes credit  services fees, which  are collected from  the
 customer at the inception of the credit services agreement, ratably over the
 life of the  loan made by  the Independent Lender.   The loans  made by  the
 Independent Lender to credit services customers  of FCC have terms of  seven
 to thirty-one days.   The  Company records  a liability  for collected,  but
 unearned, credit services  fees received from  its customers.   The  Company
 originates installment loan contracts from the sale of used vehicles at  its
 dealerships.   Such automotive  receivables are  collateralized by  vehicles
 sold and  consist  of  contractually  scheduled  payments  from  installment
 contracts, net  of unearned  finance charges  and  an allowance  for  credit
 losses. Unearned finance  charges represent the  balance of interest  income
 remaining from the total interest to be earned over the term of the  related
 installment contract.

      Credit loss provisions - The Company maintains an allowance for  credit
 losses on an  aggregate basis at  a level it  considers sufficient to  cover
 estimated losses  in  the collection  of  its cash  advance  and  automobile
 finance receivables. The allowance for credit losses is based primarily upon
 historical credit loss experience, with consideration given to recent credit
 loss trends  and  changes  in loan  characteristics  (i.e.,  average  amount
 financed  and  term),  delinquency   levels,  collateral  values,   economic
 conditions and  underwriting and  collection practices.  The allowances  for
 credit losses  are  periodically reviewed  by  management with  any  changes
 reflected in current operations. Although it is at least reasonably possible
 that events  or  circumstances  could  occur in  the  future  that  are  not
 presently foreseen which could cause actual  credit losses to be  materially
 different from  the  recorded  allowance  for  credit  losses,  the  Company
 believes that it has given appropriate consideration to all relevant factors
 and has made reasonable assumptions in determining the allowance for  credit
 losses.  The Company considers  cash advances to be  in default if they  are
 not repaid on the due date, and writes off the principal amount and  service
 charge receivable as of the default date.   Net defaults and changes in  the
 cash advance  allowance are  charged to  the  cash advance  loss  provision.
 Under the CSO program, the Company issues the Independent Lender a letter of
 credit to guarantee  the repayment  of the loan.   These  letters of  credit
 constitute a guarantee for  which the Company is  required to recognize,  at
 the inception  of the  guarantee, a  liability  for the  fair value  of  the
 obligation undertaken by issuing  the letters of credit.   According to  the
 letter of credit, if the borrower defaults on the loan, the Company will pay
 the Independent Lender the  principal, accrued interest, insufficient  funds
 fee, and late fees, all of which the Company records as bad debt in the cash
 advance  and  credit  services  loss  provision.  FCC is  entitled  to  seek
 recovery directly from  its customers for  amounts it  pays the  Independent
 Lender  in  performing under  the  letters  of  credit.  The Company records
 the  estimated  fair  value  of the liability under the letters of credit in
 accrued liabilities.  An automotive finance receivable account is considered
 delinquent  when  a  contractually  scheduled  payment has not been received
 by  the  scheduled payment date.   The Company considers automotive  finance
 receivables to  be in  default when  a contractually scheduled payment is 90
 days past due.

      Store operating expenses - Costs incurred in operating the pawn stores,
 cash advance stores and  buy-here/pay-here dealerships have been  classified
 as store operating expenses.  Operating expenses include salary and  benefit
 expense of store employees,  rent and other  occupancy costs, bank  charges,
 security, insurance, utilities, cash shortages  and other costs incurred  by
 the stores.

      Layaway and  deferred  revenue -  Interim  payments from  customers  on
 layaway sales are credited to deferred revenue and subsequently recorded  as
 income during the period in which final payment is received.

      Inventories  -   Pawn  inventories   represent  merchandise   purchased
 directly from  the public  and merchandise  acquired from  forfeited  pawns.
 Certain pawn  inventories  are purchased  directly  from customers  and  are
 recorded at cost.   Inventories  from forfeited  pawns are  recorded at  the
 amount of the pawn principal on  the unredeemed goods.  Vehicle  inventories
 consist of used  vehicles acquired from  auctions, new  car dealerships  and
 trade-ins.  Vehicle transportation and reconditioning costs are  capitalized
 as a  component of  inventory. Repossessed  vehicles  are recorded  at  fair
 value, which approximates  wholesale value.   The cost of  pawn and  vehicle
 inventories is determined on the specific  identification method.  Pawn  and
 vehicle inventories are stated at the lower of cost or market;  accordingly,
 inventory valuation  allowances  are  established  when  inventory  carrying
 values are in  excess of estimated  selling prices, net  of direct costs  of
 disposal.   Management  has  evaluated inventories  and  determined  that  a
 valuation allowance is not necessary.

      Property and equipment - Property and  equipment are recorded at  cost.
 Depreciation is determined  on the straight-line  method based on  estimated
 useful lives of  fifteen years  for buildings and  three to  five years  for
 equipment.  The costs  of improvements on leased  stores are capitalized  as
 leasehold improvements and  are amortized on  the straight-line method  over
 the applicable lease period, or useful life, if shorter.

      Maintenance and repairs  are charged to  expense as incurred;  renewals
 and betterments  are  charged  to the  appropriate  property  and  equipment
 accounts.   Upon sale  or retirement  of depreciable  assets, the  cost  and
 related accumulated  depreciation  is removed  from  the accounts,  and  the
 resulting gain  or loss  is included  in the  results of  operations in  the
 period the assets are sold or retired.

      Long-lived assets  -  Property,  plant and  equipment  and  non-current
 assets  are  reviewed   for  impairment  whenever   events  or  changes   in
 circumstances indicate  that the  net book  value of  the asset  may not  be
 recoverable.  An impairment  loss is recognized if  the sum of the  expected
 future cash flows  (undiscounted and before  interest) from the  use of  the
 asset is less than the net book value  of the asset.  Generally, the  amount
 of the impairment loss  is measured as the  difference between the net  book
 value of the  assets and  the estimated fair  value of  the related  assets.
 Management does  not believe  any  of these  assets  have been  impaired  at
 December 31, 2006.  Goodwill is reviewed annually for impairment based  upon
 its fair value, or more frequently if certain indicators arise.   Management
 has determined that goodwill has not been impaired at December 31, 2006.

      Fair value  of financial  instruments -  The  fair value  of  financial
 instruments is  determined by  reference to  various market  data and  other
 valuation techniques, as appropriate.  Unless otherwise disclosed, the  fair
 values of  financial  instruments  approximate their  recorded  values,  due
 primarily to their cash nature.

      Income taxes  - The  Company uses  the  liability method  of  computing
 deferred  income  taxes on  all material  temporary differences.   Temporary
 differences are the differences between the  reported amounts of assets  and
 liabilities and their tax bases.

      Advertising - The Company expenses the  costs of advertising the  first
 time the advertising takes place.  Advertising expense for the fiscal  years
 ended December  31, 2006,  2005 and  2004,  was $2,489,000,  $1,964,000  and
 $2,302,000, respectively.

      Share-based compensation  -  Prior  to January  1,  2006,  the  Company
 applied the recognition and measurement principles of APB 25, Accounting for
 Stock Issued to Employees, and related interpretations, as permitted by SFAS
 123, Accounting for  Stock-Based Compensation, in  accounting for awards  of
 stock options and warrants,  whereby at the date  of grant, no  compensation
 expense was reflected in income, as  all stock options and warrants  granted
 had an exercise  price equal  to or  greater than  the market  value of  the
 underlying common stock on the date of  grant.   Effective January 1,  2006,
 the Company adopted  SFAS No. 123(R),  Share-Based Payments, which  replaces
 SFAS 123 and supersedes APB 25 (see Note 12).

      Earnings per share - Basic net income per share is computed by dividing
 net income by the weighted average  number of shares outstanding during  the
 year.  Diluted net income  per share is calculated  by giving effect to  the
 potential dilution  that could  occur if  securities or  other contracts  to
 issue common shares were exercised and  converted into common shares  during
 the year. All share amounts have been retroactively adjusted to give  effect
 to a two-for-one split and three-for-two split of the Company's common stock
 in February 2006 and March 2004, respectively  (see Note 3).

      The following table  sets forth the  computation of  basic and  diluted
 earnings per share (in thousands, except per share data):

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
 Numerator:
   Net income for calculating basic
     and diluted earnings per share            $ 31,744   $ 25,383   $ 20,706
                                                =======    =======    =======
 Denominator:
   Weighted-average common shares for
     calculating basic earnings per share        31,448     31,506     31,507
   Effect of dilutive securities:
     Stock options and warrants                   1,411      1,719      2,560
   Weighted-average common shares for
     calculating diluted earnings per share      32,859     33,225     34,067
                                                =======    =======    =======
  Basic earnings per share                     $   1.01   $   0.81   $   0.66
                                                =======    =======    =======
  Diluted earnings per share                   $   0.97   $   0.76   $   0.61
                                                =======    =======    =======

      Pervasiveness of estimates - The preparation of financial statements in
 conformity with  accounting  principles  generally accepted  in  the  United
 States of America requires management to make estimates and assumptions that
 affect the reported amounts of assets and liabilities, and related  revenues
 and expenses, and the disclosure of gain and loss contingencies at the  date
 of the financial statements.  Such estimates and assumptions are subject  to
 a number  of risks  and uncertainties,  which may  cause actual  results  to
 differ materially from the Company's estimates.

      Reclassification - Certain  amounts for  the years  ended December  31,
 2004 and  2005  have been  reclassified  in order  to  conform to  the  2006
 presentation.

      Recent  accounting  pronouncements  -   In  June 2006,  the   Financial
 Accounting Standards  Board issued  Interpretation No. 48,  "Accounting  for
 Uncertainty in Income Taxes" ("FIN 48"). FIN 48 requires that a more-likely-
 than-not threshold  be met  before the  benefit  of a  tax position  may  be
 recognized in  the  financial statements  and  prescribes how  such  benefit
 should be measured.  It requires  that the new  standard be  applied to  the
 balances of assets  and liabilities  as of the  beginning of  the period  of
 adoption and that a corresponding adjustment be made to the opening  balance
 of retained earnings. FIN  48 will be effective  for fiscal years  beginning
 after December 15, 2006. The Company is  evaluating the potential effect  of
 FIN 48, but does not expect  it to have a  material effect on the  Company's
 consolidated financial position or results of operations.

      In  September 2006,  the  Financial  Accounting  Standards Board issued
 Statement  of   Financial   Accounting  Standards   No. 157,   "Fair   Value
 Measurements" ("SFAS 157"). SFAS 157 defines fair value to be the price that
 would be received to  sell an asset or  paid to transfer  a liability in  an
 orderly transaction between market participants at the measurement date  and
 emphasizes that fair  value is a  market-based measurement,  not an  entity-
 specific measurement.  It establishes  a fair  value hierarchy  and  expands
 disclosures about  fair  value  measurements  in  both  interim  and  annual
 periods. SFAS  157  will  be effective  for  fiscal  years  beginning  after
 November 15, 2007 and interim periods within those fiscal years. The Company
 does not  expect  SFAS  157 to  have  a  material effect  on  the  Company's
 consolidated financial  position or  results of  operations but  anticipates
 additional disclosures when it becomes effective.


 NOTE 3 - CAPITAL STOCK

      In January 2006, the Company's Board  of Directors approved a  two-for-
 one stock split in the form of a stock dividend to shareholders of record on
 February 6, 2006.   The additional shares were  distributed on February  20,
 2006.  Common stock and all  share and per share amounts (except  authorized
 shares and par value) have been retroactively adjusted to reflect the split.

      In March 2004, the Company's Board  of Directors approved a  three-for-
 two stock split in the form of a stock dividend to shareholders of record on
 March 22, 2004.   The additional shares were  distributed on April 6,  2004.
 All share and  per share amounts  (except authorized shares  and par  value)
 have been retroactively adjusted to reflect the split.

      In  June  2006,  the  Company's  Board  of  Directors  authorized   the
 repurchase of  up to  2,000,000 shares  of First  Cash's outstanding  common
 stock.  During the second quarter  of 2006, the Company repurchased a  total
 of 461,000 common shares under the 2006-authorized stock repurchase plan for
 an aggregate purchase price of $8,848,000  or $19.21 per share.  There  were
 no shares repurchased during the second  half of 2006.  There are  1,539,000
 total remaining shares  available for repurchase  under the  2006-authorized
 plan.

      In  July  2004,  the  Company's  Board  of  Directors  authorized   the
 repurchase of up  to 3,200,000 shares  of the  Company's outstanding  common
 stock.  During 2005 and 2004,  the Company repurchased a total of  1,153,000
 and 1,245,000  common  shares,  respectively,  under  the  stock  repurchase
 program for  an aggregate  purchase price  of $11,404,000  and  $12,116,000.
 During 2006,  First Cash  repurchased approximately  802,000 shares  for  an
 aggregate purchase price  of $15,905,000  to close  out the  2004-authorized
 program.   The weighted  average repurchase  price of  the 3,200,000  shares
 repurchased under this plan was $12.32 per share or a total of $39,425,000.


 NOTE 4 - ACQUISITION

      Pursuant to the  Company's strategic initiative  to grow and  diversify
 its  product  suite  within  the  specialty  consumer  finance  and   retail
 industries, the  Company  acquired two  affiliated  companies,  collectively
 doing business as Auto  Master, an automotive  retailer and related  finance
 company focused exclusively on the "buy-here/pay-here" segment of the retail
 used vehicle market.   Auto Master,  based in Northwest  Arkansas, owns  and
 operates  buy-here/pay-here  automobile  dealerships  located  in  Arkansas,
 Missouri and Oklahoma, which  specialize in the  sale of clean,  moderately-
 priced used  vehicles.   The definitive  stock  purchase agreement  for  the
 privately-held Auto  Master group  of companies  was  signed and  closed  on
 August 25, 2006.  The  purchase price, in the  amount of $33.7 million,  was
 funded through a combination of $23.7  million in cash and notes payable  to
 the sellers in the amount of $10 million.  In addition, the Company  retired
 approximately $14 million of the  outstanding interest-bearing debt of  Auto
 Master subsequent to closing the purchase transaction.

      The acquisition has  been accounted for  using the  purchase method  of
 accounting.  Accordingly,  the purchase price  was allocated  to assets  and
 liabilities acquired based upon  their estimated fair  market values at  the
 date of acquisition.   The  excess purchase  price over  the estimated  fair
 market value of the net tangible assets acquired and identifiable intangible
 assets has been  recorded as  goodwill.  The  total amount  of goodwill  and
 identified intangible assets, of approximately $19.4 million, is expected to
 be deductible for tax purposes.   The results of operations of the  acquired
 company are included in the consolidated financial statements from its  date
 of acquisition.

      The allocation of the purchase price is as follows (in thousands):

    Cash                                                   $       7
    Fair market value of net tangible assets                  28,723
    Goodwill                                                  13,637
    Trade name                                                 4,360
    Customer relationships                                     1,423
    Less:  assumed debt                                      (14,490)
                                                            --------
      Purchase price                                       $  33,660
                                                            ========


 NOTE 5 - CUSTOMER RECEIVABLES AND VALUATION ACCOUNTS

<TABLE>
      Customer receivables, net of unearned  finance charges, consist of  the
 following (in thousands):
                                                                          Buy-Here/
                                                                Cash      Pay-Here
                                                     Pawn     Advance    Automotive    Total
                                                   --------   --------   ----------   --------
 <S>                                              <C>        <C>          <C>        <C>
 December 31, 2006
 -----------------
 Customer receivables with current maturities     $  32,459  $   7,740    $  25,919  $  66,118
 Less allowance for doubtful accounts                     -       (230)      (5,637)    (5,867)
                                                   --------   --------     --------   --------
                                                     32,459      7,510       20,282     60,251

 Customer receivables with long-term maturities           -          -       17,908     17,908
 Less allowance for doubtful accounts                     -          -       (3,895)    (3,895)
                                                   --------   --------     --------   --------
                                                          -          -       14,013     14,013

 Total customer receivables                          32,459      7,740       43,827     84,026
 Less allowance for doubtful accounts                     -       (230)      (9,532)    (9,762)
                                                   --------   --------     --------   --------
                                                  $  32,459  $   7,510    $  34,295  $  74,264
                                                   ========   ========     ========   ========

 December 31, 2005
 -----------------
 Customer receivables with current maturities     $  27,314  $   6,730    $       -  $  34,044
 Less allowance for doubtful accounts                     -       (242)           -       (242)
                                                   --------   --------     --------   --------
                                                     27,314      6,488            -     33,802

 Customer receivables with long-term maturities           -          -            -          -
 Less allowance for doubtful accounts                     -          -            -          -
                                                   --------   --------     --------   --------
                                                          -          -            -          -

 Total customer receivables                          27,314      6,730            -     34,044
 Less allowance for doubtful accounts                     -       (242)           -       (242)
                                                   --------   --------     --------   --------
                                                  $  27,314  $   6,488    $       -  $  33,802
                                                   ========   ========     ========   ========
</TABLE>

      Changes in the customer receivables allowance for credit losses are  as
 follows (in thousands):

                                                          Buy-Here/
                                                  Cash    Pay-Here
                                                Advance  Automotive    Total
                                                -------  ----------   -------
 December 31, 2006
 -----------------
 Balance, beginning of the year (1)            $    242   $  9,299   $  9,541
 Provision for credit losses                      2,658      6,137      8,795
 Charge-offs, net of recoveries                  (2,670)    (5,904)    (8,574)
                                                -------    -------    -------
 Balance at end of year                        $    230   $  9,532   $  9,762
                                                =======    =======    =======
 December 31, 2005
 -----------------
 Balance, beginning of the year                $    552   $      -        552
 Provision for credit losses                      7,118          -      7,118
 Charge-offs, net of recoveries                  (7,428)         -     (7,428)
                                                -------    -------    -------
 Balance at end of year                        $    242   $      -   $    242
                                                =======    =======    =======

 (1)  Buy-here/pay-here beginning balance is as of August 25, 2006, the
      date of acquistion.


 NOTE 6 - PROPERTY AND EQUIPMENT

      Property and equipment consist of the following (in thousands):

                                                    Year Ended December 31,
                                                    -----------------------
                                                      2006           2005
                                                    --------       --------
      Land                                         $     715      $     672
      Buildings                                        1,002          1,002
      Furniture, fixtures, equipment and
        leasehold improvements                        62,611         46,870
                                                    --------       --------
                                                      64,328         48,544
                                                    --------       --------

      Less: accumulated depreciation                 (33,685)       (24,979)
                                                    --------       --------
                                                   $  30,643      $  23,565
                                                    ========       ========


 NOTE 7 - ACCRUED LIABILITIES

      Accrued liabilities consist of the following (in thousands):

                                                    Year Ended December 31,
                                                    -----------------------
                                                      2006           2005
                                                    --------       --------
 Accrued compensation                              $   5,476      $   3,857
 Deferred revenue                                      4,102          3,306
 Third-party lending settlements payable               2,909          1,914
 Sales and property taxes payable                      1,289          1,284
 Money order and money transfer settlements payable      743            673
 Reserves for expected losses on outstanding CSO
   letters of credit                                     569            508
 Vehicle warranty reserve                                523              -
 Other                                                 2,365          2,180
                                                    --------       --------
                                                   $  17,976      $  13,722
                                                    ========       ========


 NOTE 8 - REVOLVING CREDIT FACILITY AND NOTES PAYABLE

      The Company maintains a  long-term line of  credit with two  commercial
 lenders ("the Credit Facility") which was  amended during the third  quarter
 of 2006  to increase  the amount  available under  the line  of credit  from
 $25,000,000 to $50,000,000  and to  extend the  term of  the facility  until
 April 2009.  The Credit Facility bears interest at the prevailing LIBOR rate
 (which was approximately 5.3%  at December 31, 2006)  plus a fixed  interest
 rate margin of  1.375%.   Amounts available  under the  Credit Facility  are
 limited to 300%  of the Company's  earnings before  income taxes,  interest,
 depreciation and amortization for the trailing  twelve months.  At  December
 31, 2006, the Company had $8,000,000  outstanding under the Credit  Facility
 and the Company had $42,000,000 available  for borrowings.  Under the  terms
 of the  Credit  Facility,  the  Company  is  required  to  maintain  certain
 financial ratios and comply with certain  technical covenants.  The  Company
 was in compliance with the requirements and covenants of the Credit Facility
 as of December 31, 2006, and March 14, 2007.  The Company is required to pay
 an annual commitment fee of 1/8 of 1% on the average daily-unused portion of
 the Credit  Facility commitment.   The  Company's Credit  Facility  contains
 provisions that  allow  the Company  to  repurchase stock  and/or  pay  cash
 dividends within certain parameters.  Substantially all of the  unencumbered
 assets of the Company have been  pledged as collateral against  indebtedness
 under the Credit Facility.

      At  December 31, 2006,  the Company  has notes  payable to  individuals
 arising from the Auto Master acquisition which total $9,438,000 in aggregate
 and bear interest at 7%, with  quarterly payments of principal and  interest
 scheduled over the  next four years.   Of the  $9,438,000 in notes  payable,
 $2,250,000 is classified as a current liability and $7,188,000 is classified
 as long-term debt.   One of the  notes payable, in  the principal amount  of
 $1,000,000, is  convertible  after  one  year  into  55,555  shares  of  the
 Company's common stock at a conversion price of $18.00 per share.


 NOTE 9 - INCOME TAXES

      Components of the provision for income  taxes consist of the  following
 (in thousands):

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
 Current:
   Federal                                     $ 16,012   $ 12,003   $  9,874
   State and foreign                              2,992      2,465        891
                                                -------    -------    -------
                                                 19,004     14,468     10,765
  Deferred                                       (1,148)      (173)     1,396
                                                -------    -------    -------
                                               $ 17,856   $ 14,295   $ 12,161
                                                =======    =======    =======

      The  principal  current  and   non-current  deferred  tax  assets   and
 liabilities consist of the following (in thousands):

                                                    Year Ended December 31,
                                                    -----------------------
                                                      2006           2005
                                                    --------       --------
 Deferred tax assets:
   Inventory tax-basis difference                  $   1,385      $   1,291
   Foreign tax credits                                 2,580          1,146
   Other                                               1,566            701
                                                    --------       --------
     Total deferred tax assets                         5,531          3,138
                                                    --------       --------
 Deferred tax liabilities:
   Intangible asset amortization                       9,984          8,655
   Depreciation                                          745            872
   State income taxes, net                               324            386
   Other                                                 508            404
                                                    --------       --------
     Total deferred tax liabilities                   11,561         10,317
                                                    --------       --------

 Net deferred tax liablities                           6,030          7,179
                                                    ========       ========
 Reported as:
   Other current assets                                2,267          1,437
   Non-current liabilities - deferred income taxes    (8,297)        (8,616)
                                                    --------       --------
     Total deferred tax liabilities                $   6,030      $   7,179
                                                    ========       ========

      The provision for income taxes differs  from the amounts determined  by
 applying  the  expected  federal  statutory tax rate to income before income
 taxes. The following is a reconciliation of such differences (in thousands):

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
 Tax at the federal statuatory rate            $ 17,360   $ 13,887   $ 11,175
 State and foreign income taxes, net of
   federal tax benefit for state taxes of
   $396, $312 and $220, respectively, and
   foreign tax credits of $1,861, $1,574
   and $83, respectively                            735        579        588
 Other, net                                        (239)      (171)       398
                                                -------    -------    -------
                                               $ 17,856   $ 14,295   $ 12,161
                                                =======    =======    =======


 NOTE 10 - COMMITMENTS AND CONTINGENCIES

      Leases - The  Company leases certain  of its  facilities and  equipment
 under operating  leases with  terms generally  ranging  from three  to  five
 years.   Most facility  leases contain  renewal options.   Remaining  future
 minimum rentals due under non-cancelable operating leases, including Cash  &
 Go, Ltd., are as follows (in thousands):

   Fiscal
   ------
    2007                                          $  17,582
    2008                                             15,014
    2009                                             11,780
    2010                                              8,808
    2011                                              4,593
    Thereafter                                        4,811
                                                   --------
                                                  $  62,588
                                                   ========

      Rent  expense  under  such  leases  was  $15,268,000,  $12,513,000  and
 $10,923,000  for  the  years  ended  December  31,  2006,  2005  and   2004,
 respectively.

      The Company is from time to time a defendant (actual or threatened)  in
 certain lawsuits and arbitration claims  encountered in the ordinary  course
 of its business,  the resolution  of which,  in the  opinion of  management,
 should not  have a  materially adverse  effect  on the  Company's  financial
 position, results of operations, or cash flows.

      Guarantees - First Cash Credit, Ltd. ("FCC"), a wholly-owned subsidiary
 of the Company, offers a fee-based  credit services program ("CSO  program")
 to assist consumers in its Texas markets in obtaining credit.  Under the CSO
 program, FCC assists  customers in applying  for a short-term  loan from  an
 independent, non-bank, consumer lending  company (the "Independent  Lender")
 and issues  the Independent  Lender  a letter  of  credit to  guarantee  the
 repayment of the loan.  The loans  made by the Independent Lender to  credit
 services customers of FCC range in amount from $50 to $1,000, have terms  of
 7 to 35 days and bear interest at a rate  of less than 10% on an  annualized
 basis.

      These letters of credit constitute a guarantee for which the Company is
 required to recognize, at  the inception of the  guarantee, a liability  for
 the fair  value of  the  obligation undertaken  by  issuing the  letters  of
 credit.  The Independent Lender may present the letter of credit to FCC  for
 payment if the  customer fails  to repay  the full  amount of  the loan  and
 accrued interest after  the due date  of the loan.   Each  letter of  credit
 expires within  60  days  from  the  inception  of  the  associated  lending
 transaction.  FCC's maximum  loss  exposure  under  all of  the  outstanding
 letters of  credit issued  on behalf  of its  customers to  the  Independent
 Lender as of December  31, 2006 was $14,239,000  compared to $11,969,000  at
 December 31,  2005.   According to  the letter  of credit,  if the  borrower
 defaults on  the loan,  the  Company will  pay  the Independent  Lender  the
 principal, accrued interest, insufficient funds fee,  and late fees, all  of
 which the Company records as bad  debt in the short-term advance and  credit
 services loss provision.  FCC is entitled to seek recovery directly from its
 customers for amounts it pays the Independent Lender in performing under the
 letters of credit.   The  Company records the  estimated fair  value of  the
 liability under the letters of credit in accrued liabilities.


 NOTE 11 - GOODWILL AND OTHER INTANGIBLE ASSETS

      Goodwill and other intangible assets  having an indefinite useful  life
 are tested for impairment annually or  more frequently if events or  changes
 in circumstances indicate that the assets might be impaired.  An  impairment
 loss  is  recognized  if  the  sum   of  the  expected  future  cash   flows
 (undiscounted and before interest)  from the use of  the asset is less  than
 the net book value of the asset.   Management does not believe any of  these
 assets have  been impaired  at  December 31,  2006.   Goodwill  is  reviewed
 annually for impairment  based upon its  fair value, or  more frequently  if
 certain indicators arise.  Management has  determined that goodwill has  not
 been impaired at December 31, 2006.

      Changes in the carrying value of  goodwill and other intangible  assets
 were as follows (in thousands):

                                               Pawn and   Buy-Here/
                                                 Cash     Pay-Here
                                                Advance  Automotive    Total
                                                -------  ----------   -------
 December 31, 2006
 -----------------
   Balance, beginning of year,
     net of amortization of $8,461             $ 53,237   $      -   $ 53,237
       Acquisitions, net of amortization
         of $112                                      -     19,307     19,307
       Adjustments                                    -          -          -
                                                -------    -------    -------
         Balance, end of year                  $ 53,237   $ 19,307   $ 72,544
                                                =======    =======    =======
 December 31, 2005
 -----------------
   Balance, beginning of year,
     net of amortization of $8,461             $ 53,237   $      -   $ 53,237
       Acquisitions                                   -          -          -
       Adjustments                                    -          -          -
                                                -------    -------    -------
         Balance, end of year                  $ 53,237   $      -   $ 53,237
                                                =======    =======    =======

      Acquired intangible assets  that are  subject to  amortization were  as
 follows (in thousands):

                               2006                         2005
                    ----------------------------   --------------------------
                            Accumulated                  Accumulated
                     Cost   Depreciation   Net     Cost  Depreciation   Net
                    ------  ------------  ------   ----  ------------  ------
 Customer
   relationships   $ 1,423    $  (112)   $ 1,311  $   -     $     -    $    -

      Customer relationships are generally amortized over six years based  on
 the pattern of economic benefits provided.  At December 31, 2006, the  trade
 name obtained in the acquisition of  Auto Master, valued at $4,360,000,  was
 not subject to amortization.

      Amortization expense for acquired intangible assets was $112,000 and $0
 for Fiscal  2006  and 2005,  respectively.   Estimated  future  amortization
 expense is approximately $200,000 annually over the next five years.


 NOTE 12 - EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION

      The Company has adopted equity compensation plans to attract and retain
 executives, directors and key employees.  Under these plans,  including  the
 board-approved 1990 Stock Option  Plan, the shareholder-approved 1999  Stock
 Option Plan  and  the  shareholder-approved 2004  Long-Term  Incentive  Plan
 (collectively described as the "Plans"),  it  has granted qualified and non-
 qualified stock options to officers,  directors and other key employees.  In
 addition, the Company has previously issued  warrants to purchase shares  of
 common stock to certain key members of management, directors and other third
 parties.

      At December 31, 2006,  374,000 shares were  reserved for future  grants
 under the Plans.  Historically, stock options and warrants have been granted
 to purchase the  Company's common  stock at an  exercise price  equal to  or
 greater than the fair market value at the date of grant and generally have a
 maximum duration  of ten  years.   The Company  typically issues  shares  of
 common stock to satisfy option and warrant exercises.

      Options  and  warrants  outstanding as  of  December 31, 2006,  are  as
 follows (in thousands, except exercise price and life):

           Ranges of     Total Warrants    Weighted-Average     Currently
        Exercise Prices    and Options      Remaining Life     Exercisable
        ---------------    -----------      --------------     -----------
        $ 0.67 - $ 5.00       1,259               5.4             1,088
        $ 5.01 - $10.00         448               7.0               448
        $10.01 - $15.00       1,325               8.4             1,325
        $15.01 - $20.00       1,997               8.6             1,912
        $20.01 - $22.00           4               9.9                 -
                             ------                              ------
                              5,033                               4,773
                             ======                              ======

       A summary  of stock option  and warrant activity  for the years  ended
 December 31,  2006,  2005 and  2004  is  as follows  (in  thousands,  except
 exercise price):

                       2006                  2005                  2004
              --------------------- --------------------- ---------------------
                          Weighted-             Weighted-             Weighted-
                           Average               Average               Average
              Underlying  Exercise  Underlying  Exercise  Underlying  Exercise
                Shares      Price     Shares      Price     Shares      Price
                ------      -----     ------      -----     ------      -----
 Outstanding
   at beginning
   of year       6,631     $12.04      3,367     $ 4.87      5,543     $ 3.33

 Granted            89      20.09      5,858      19.14        910       9.67
 Exercised      (1,438)      9.43       (677)      3.87     (3,086)      3.52
 Canceled or
   forfeited      (249)     19.11     (1,917)     24.01          -          -
                ------                ------                ------
 Outstanding
   at end
   of year       5,033      12.58      6,631      12.04      3,367       4.87
                ======                ======                ======

 Exercisable
   at end
   of year       4,773     $12.13      6,243     $12.47      2,790     $ 4.71
                ======                ======                ======

      The tax benefit realized from share  options exercised during the  year
 ended December 31, 2006 was $4,744,000. At December 31, 2006, the  aggregate
 intrinsic value  for  the  options outstanding  was  $66,863,000,  of  which
 $62,421,000 million was exercisable at the end of the year.

      The  total  intrinsic  value  of  options  and  warrants exercised  for
 Fiscal 2006,  2005  and  2004 was $13,829,000  $5,870,000  and  $24,640,000,
 respectively.  The  aggregate  intrinsic  value  reflects the  total  pretax
 intrinsic value (the difference between the Company's closing stock price on
 the last trading day of the period and the exercise price of the options and
 warrants, multiplied by  the number  of in-the-money  options and  warrants)
 that would have  been received  by the option  and warrant  holders had  all
 option and warrant holders exercised their options and warrants on  December
 31, 2006, 2005  and 2004, respectively.   The intrinsic  value of the  stock
 options and  warrants  exercised are  based  on  the closing  price  of  the
 Company's stock  on the  date of  exercise.   The Company  typically  issues
 shares of common stock to satisfy option and warrant exercises.

      Prior to  January 1,  2006, the  Company  applied the  recognition  and
 measurement principles of APB 25, Accounting for Stock Issued to  Employees,
 and related interpretations in  accounting for awards  of stock options  and
 warrants, whereby  at  the  date  of  grant,  no  compensation  expense  was
 reflected in  income, as  all  stock options  and  warrants granted  had  an
 exercise price equal to or greater  than the market value of the  underlying
 common stock on  the date  of grant.   Pro forma  information regarding  net
 income and earnings per share was  provided in accordance with Statement  of
 Financial Accounting  Standards  ("SFAS") 148,  Accounting  for  Stock-Based
 Compensation -  Transition  and Disclosure,  as  if the  fair  value  method
 defined by  SFAS  123,  Accounting for  Stock-Based  Compensation  had  been
 applied  to  stock-based  compensation.  For  purposes  of  the  pro   forma
 disclosures, the  estimated fair  value of  stock options  was amortized  to
 expense over the options' vesting period.

      Effective January 1, 2006, the Company adopted SFAS No. 123(R),  Share-
 Based Payments, which replaces SFAS 123 and supersedes APB 25.  SFAS  123(R)
 requires all share-based payments to employees, including grants of employee
 stock options, to be recognized in  the financial statements based on  their
 fair values.  The Company adopted SFAS 123(R) using the modified-prospective
 transition method, which requires the Company, beginning January 1, 2006 and
 thereafter, to expense the grant-date fair  value of all share-based  awards
 over their remaining vesting periods to the extent the awards were not fully
 vested as of  the date  of adoption and  to expense  the fair  value of  all
 share-based awards  granted  subsequent  to December  31,  2005  over  their
 requisite service periods.  Stock-based compensation expense for all  share-
 based payment awards granted  after January 1, 2006  is based on the  grant-
 date fair value estimated in accordance with the provisions of SFAS  123(R).
 The Company  recognizes  compensation cost  net  of a  forfeiture  rate  and
 recognizes the compensation cost for only those awards expected to vest on a
 straight-line basis over the requisite service period of the award, which is
 generally the vesting term.  The Company estimated the forfeiture rate based
 on its historical experience and its expectations of future forfeitures.  As
 required under  the modified-prospective  transition method,  prior  periods
 have not been restated.  The  Company records share-based compensation  cost
 as  an  administrative  expense.   The  Company   applied  the   alternative
 transition method in calculating its pool  of excess tax benefits  available
 to  absorb  future  tax  deficiencies  as  provided  by  FSP  FAS  123(R)-3,
 Transition Election Related to Accounting for the Tax Effects of Share-Based
 Payment Awards.

      The Company's income before income taxes and net income for Fiscal 2006
 were approximately $583,000 and $379,000, respectively, less than if it  had
 continued to account for share-based compensation under the recognition  and
 measurement provisions of APB  25.  Basic and  diluted net income per  share
 for Fiscal 2006  would have  each increased by  $0.01, to  $1.02 and  $0.98,
 respectively, if  the Company  had not  adopted SFAS  123(R).   SFAS  123(R)
 requires that cash flows from tax benefits resulting from tax deductions  in
 excess of the  compensation cost recognized  for stock-based awards  (excess
 tax benefits)  be  classified as  financing  cash flows  prospectively  from
 January 1, 2006.   Prior to  the adoption of  SFAS 123(R),  such excess  tax
 benefits were presented as operating cash flows.  Accordingly, $4,744,000 of
 excess tax benefits has  been classified as a  financing cash inflow in  the
 Fiscal 2006 Consolidated Statement of Cash Flows.  For Fiscal 2005 and 2004,
 such  excess   tax  benefits   amounted   to  $2,066,000   and   $8,736,000,
 respectively, and were classified  as an operating activity cash inflow.  As
 of  December 31, 2006,  the  total  compensation  cost  related to nonvested
 awards not  yet recognized was  $556,000,  and is  expected to be recognized
 over the weighted-average period of 2.2 years.

      Stock options and warrants granted prior to January 1, 2006 were either
 fully vested  and  exercisable on  the  grant  date, or  vested  and  become
 exercisable ratably over a  five year period beginning  five years from  the
 date of grant.  In  addition,  certain options granted  prior to January  1,
 2006 included  accelerated vesting  provisions.   As of  December 31,  2006,
 there  were  no  outstanding,  unvested  options  with  accelerated  vesting
 features.   Of  the  total  share-based  compensation  expense  (before  tax
 benefit)  of $583,000 for  Fiscal 2006,  approximately  $490,000 related  to
 accelerated vesting of previously issued options as a result  of an increase
 in the  market  value of the Company's common stock during the first quarter
 of 2006.

      Prior to the adoption of SFAS 123(R), the Company accounted for  share-
 based compensation  plans under  the provisions  of APB  25, Accounting  for
 Stock Issued to  Employees, and  related interpretations.   If  compensation
 cost for stock-based  compensation plans had  been determined  based on  the
 fair value method (estimated using  the Black-Scholes option pricing  model)
 recognized over the vesting  period in accordance with  SFAS 123, pro  forma
 net income and earnings per share would have been as follows (in  thousands,
 except per share amounts):

                                                    Year Ended December 31,
                                                    -----------------------
                                                     2005            2004
                                                    --------       --------
 Net income, as reported                           $  25,383      $  20,706
 Less:  Pro forma stock-based employee
   compensation determined under the fair
   value requirements of SFAS 123, net of
   income tax benefits                                11,178          2,716
                                                    --------       --------
 Adjusted net income                               $  14,205      $  17,990
                                                    ========       ========
 Earnings per share:
   Basic, as reported                              $    0.81      $    0.66
                                                    ========       ========
   Basic, adjusted                                 $    0.45      $    0.57
                                                    ========       ========

   Diluted, as reported                            $    0.76      $    0.61
                                                    ========       ========
   Diluted, adjusted                               $    0.43      $    0.53
                                                    ========       ========

      The fair value of each  option grant was estimated  at the date of  the
 grant  using  a  Black-Scholes  option  pricing  model  with  the  following
 weighted-average assumptions:

                                                Year Ended December 31,
                                          -----------------------------------
                                            2006          2005          2004
                                          -------       -------       -------
  Dividend yield                              -             -             -
  Volatility                               32.5 %        44.1 %        52.7 %
  Risk-free interest rate                   4.0 %         3.5 %         3.5 %
  Expected term of options               6.8 years     4.4 years     5.5 years
  Weighted-average fair value
    of options granted                     $ 6.79        $ 3.72        $ 3.69


 NOTE 13 - FIRST CASH 401(k) PROFIT SHARING PLAN

      The First Cash 401(k) Profit Sharing  Plan (the "Plan") is provided  by
 the Company for all full-time, U.S.-based, employees who have been  employed
 with the Company for one year or longer.  Under the Plan, a participant  may
 contribute up to 100% of earnings, with the Company matching the first 3% at
 a rate  of 50%.   The  employee  and Company  contributions  are paid  to  a
 corporate trustee  and invested  in various  funds.   Contributions made  to
 participants' accounts become fully vested upon  completion of six years  of
 service.   The  total  Company  matching  contributions  to  the  Plan  were
 $279,000, $257,000 and $250,000 for the years ended December 31, 2006,  2005
 and 2004, respectively.


 NOTE 14 - OPERATING SEGEMENT INFORMATION

      The Company  manages  its  business on  the  basis  of  two  reportable
 segments: the  pawn  and  cash advance  segment  and  the  buy-here/pay-here
 automotive segment.  There are no  intersegmental sales and each  segment is
 supervised  separately.  The  following  tables  detail  revenues,  cost  of
 revenues, net  revenues,  certain  expenses, expenditures  on  property  and
 equipment and total assets  by operating segment for  Fiscal 2006,  2005 and
 2004 (in thousands):

                                               Pawn and   Buy-Here/
                                                 Cash     Pay-Here
                                                Advance  Automotive    Total
                                                -------  ----------   -------
 Year Ended December 31, 2006
 ----------------------------
 Revenues:
   Merchandise sales                           $126,436   $ 23,037   $149,473
   Finance and service charges                  114,839      1,348    116,187
   Other                                          3,981         81      4,062
                                                -------    -------    -------
                                                245,256     24,466    269,722
                                                -------    -------    -------
 Cost of revenues:
   Cost of goods sold                            73,731     10,498     84,229
   Credit loss provision                         15,326      6,137     21,463
    Other                                           440          -        440
                                                -------    -------    -------
                                                 89,497     16,635    106,132
                                                -------    -------    -------

 Net revenues                                   155,759      7,831    163,590
                                                -------    -------    -------
 Expenses and other income:
   Store operating expenses                      78,228      2,861     81,089
   Store depreciation and amortization            7,163         17      7,180
                                                -------    -------    -------
                                                 85,391      2,878     88,269
                                                -------    -------    -------

 Net store contribution                        $ 70,368   $  4,953   $ 75,321
                                                =======    =======    =======

 Expenditures on property and equipment        $ 14,512   $    204   $ 14,716
                                                =======    =======    =======
 As of December 31, 2006
 -----------------------
 Total assets                                  $195,478   $ 38,364   $233,842
                                                =======    =======    =======


                                               Pawn and   Buy-Here/
                                                 Cash     Pay-Here
                                                Advance  Automotive    Total
                                                -------  ----------   -------
 Year Ended December 31, 2005
 ----------------------------
 Revenues:
   Merchandise sales                           $102,139   $      -   $102,139
   Finance and service charges                  101,701          -    101,701
   Other                                          3,935          -      3,935
                                                -------    -------    -------
                                                207,775          -    207,775
                                                -------    -------    -------
 Cost of revenues:
   Cost of goods sold                            61,659          -     61,659
   Credit loss provision                         13,808          -     13,808
   Other                                            301          -        301
                                                -------    -------    -------
                                                 75,768          -     75,768
                                                -------    -------    -------

 Net revenues                                   132,007          -    132,007
                                                -------    -------    -------
 Expenses and other income:
   Store operating expenses                      67,430          -     67,430
   Store depreciation and amortization            5,206          -      5,206
                                                -------    -------    -------
                                                 72,636          -     72,636
                                                -------    -------    -------

 Net store contribution                        $ 59,371   $      -   $ 59,371
                                                =======    =======    =======

 Expenditures on property and equipment        $ 11,993   $      -   $ 11,993
                                                =======    =======    =======
 As of December 31, 2005
 -----------------------
 Total assets                                  $185,954   $      -   $185,954
                                                =======    =======    =======


                                               Pawn and   Buy-Here/
                                                 Cash     Pay-Here
                                                Advance  Automotive    Total
                                                -------  ----------   -------
 Year Ended December 31, 2004
 ----------------------------
 Revenues:
   Merchandise sales                           $ 86,745   $      -   $ 86,745
   Finance and service charges                   88,786          -     88,786
   Other                                          4,282          -      4,282
                                                -------    -------    -------
                                                179,813          -    179,813
                                                -------    -------    -------
 Cost of revenues:
   Cost of goods sold                            52,056          -     52,056
   Credit loss provision                         11,559          -     11,559
   Other                                            252          -        252
                                                -------    -------    -------
                                                 63,867          -     63,867
                                                -------    -------    -------

 Net revenues                                   115,946          -    115,946
                                                -------    -------    -------
 Expenses and other income:
   Store operating expenses                      61,063          -     61,063
   Store depreciation and amortization            3,849          -      3,849
                                                -------    -------    -------
                                                 64,912          -     64,912
                                                -------    -------    -------

 Net store contribution                        $ 51,034   $      -   $ 51,034
                                                =======    =======    =======

 Expenditures on property and equipment        $ 7,131    $      -   $  7,131
                                                =======    =======    =======
 As of December 31, 2004
 -----------------------
 Total assets                                  $162,343   $      -   $162,343
                                                =======    =======    =======

      The following table reconciles net store contribution, as presented
 above, to net income for each period presented (in thousands):

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------

 Total net store contibution for reportable
   segments                                    $ 75,321   $ 59,371   $ 51,034
 Administrative depreciation and amortization      (861)      (598)      (324)
 Administrative expenses                        (24,671)   (19,412)   (17,837)
 Interest expense                                  (916)         -        (73)
 Interest income                                    727        317         67
 Provision for income taxes                     (17,856)   (14,295)   (12,161)
                                                -------    -------    -------
 Net income                                    $ 31,744   $ 25,383   $ 20,706
                                                =======    =======    =======


 NOTE 15 - GEOGRAPHIC AREAS

      The following table shows revenues,  selected current assets and  long-
 lived assets (all non-current assets except goodwill) by geographic area (in
 thousands):

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2006       2005       2004
                                                -------    -------    -------
  Revenues:
    United States                              $193,895   $154,649   $145,386
    Mexico                                       75,827     53,126     34,427
                                                -------    -------    -------
                                               $ 269,722  $207,775   $179,813
                                                =======    =======    =======
  Customer receivables:
    United States                              $ 63,155   $ 25,091   $ 32,172
    Mexico                                       11,109      8,711      6,722
                                                -------    -------    -------
                                               $ 74,264   $ 33,802   $ 38,894
                                                =======    =======    =======
  Inventories:
    United States                              $ 20,002   $ 14,751   $ 13,393
    Mexico                                        8,759      7,236      4,251
                                                -------    -------    -------
                                               $ 28,761   $ 21,987   $ 17,644
                                                =======    =======    =======
  Long-lived assets:
    United States                              $ 16,804   $ 13,689   $ 11,183
    Mexico                                       15,067     10,892      6,992
                                                -------    -------    -------
                                               $ 31,871   $ 24,581   $ 18,175
                                                =======    =======    =======


 NOTE 16 - QUARTERLY FINANCIAL DATA (UNAUDITED)

      Summarized quarterly  financial data  (in thousands,  except per  share
 data) for the fiscal years ended December  31, 2006 and 2005, are set  forth
 below.  The Company's operations are subject to seasonal fluctuations.

                                             Quarter Ended
                            ------------------------------------------------
                            March 31     June 30   September 30  December 31
                            --------     -------   ------------  -----------
 2006
 ----
 Total revenues             $ 55,700     $ 56,375     $ 69,472     $ 88,175
 Cost of revenues             18,394       20,868       27,692       39,178
 Net revenues                 37,306       35,507       41,780       48,997
 Total expenses and
   other income               25,309       25,278       29,285       34,118
 Net income                    7,622        6,495        7,935        9,692
 Diluted net income
   per share                    0.23         0.20         0.25         0.30
 Diluted weighted
   average shares             33,797       33,209       32,283       32,785

 2005
 ----
 Total revenues             $ 46,999     $ 46,328     $ 54,307     $ 60,141
 Cost of revenues             16,257       16,446       19,964       23,101
 Net revenues                 30,742       29,882       34,343       37,040
 Total expenses and
   other income               21,185       21,656       24,312       25,176
 Net income                    6,069        5,223        6,370        7,721
 Diluted net income
   per share                    0.18         0.16         0.19         0.23
 Diluted weighted
   average shares             34,025       32,834       32,866       33,174